The Greenrose Holding Company Reports First Quarter 2022 Results

Focus on Optimizing Inventory in Connecticut and Production Capacity in Arizona
Improving Positioning for Early-Stage Recreational Market Opportunities
Provides Revised Guidance for the Full Year Ended December 31, 2022

The Greenrose Holding Company Inc. (OTC: GNRS, GNRSW) ("Greenrose" or the "Company"), a multi-state grower and producer of cannabis brands and products, is reporting financial and operating results for the first quarter ended March 31, 2022 .

First Quarter 2022 Financial Summary (Non-GAAP)

	For the three months ended
	March 31,
	Successor			Predecessor
(in thousands)	2022			2021
Net Income (Loss)	$	(14,568	)	$	2,792
Provision for income taxes		481			251
Interest expense, net		6,619			33
Depreciation & amortization		4,526			202
EBITDA (non-GAAP)		(2,942	)		3,278
Adjusting items:
Transaction related fees ^(a)		588			294
Change in Fair Value of Financial Instruments ^(b)		(470	)		-
Fair Value Step-up of Inventory ^(c)		2,134			-
Infrequent events ^(d)		811			87
Management fees ^(e)		-			400
Adjusted EBITDA (non-GAAP)	$	121		$	4,059

(a)		For the three months ended March 31, 2022, transaction fees relate to the consulting legal and accounting fees related to the acquisitions of Theraplant and True Harvest and their corresponding contractual filing requirements of an S-1 to register shares. For the three months ended March 31, 2021, transaction fees relate to consulting, legal, and accounting fees in preparation for the Theraplant Business Combination.
(b)		Change in Fair Value of Financial Instruments represent the (gain)/loss recognized on the Consolidated Statement of Operations. For the three months ended March 31, 2022, the Company recognized a gain of $470 thousand on its financial instruments which resulted from fluctuations in the Company's stock price.
(c)		Represents the impact to the cost of goods sold due to the fair value step up of inventory from purchase accounting.
(d)		For the three months ended March 31, 2022, infrequent events relates to $811 thousand loss on note settlement. For the three months ended March 31, 2021, the $87 thousand is consisted of $28 thousand related to costs related to a fire in a grow room causing repair expenses that had not yet been recovered by insurance, as well as $58 thousand related to lobbyist fees related to Connecticut cannabis regulation proposals.
(e)		Represents management fees associated with management consulting services that were not required to be paid after the closing of the Theraplant Business Combination.

	Successor			Predecessor
(in thousands)	March 31, 2022			March 31, 2021
Revenues	$	8,189		$	7,150
Cost of Goods Sold*		6,353			2,698
Gross Profit*		1,836			4,452
Gross Margin*		22.4	%		62.3	%
Adjusted EBITDA		121			4,059
Net income	$	(14,568	)	$	2,792
Basic Earnings per Share		(0.92	)		**

* Cost of Good Sold includes $2,134 of additional expense, due to the due to the fair value step up of inventory from purchase accounting, which negatively impacts gross profit by $2,134 and gross margin by 26%.
**Predecessor earnings per shares attributable to Angel Founder Units, Series A units, and Series R units, were $13.50 per share, respectively; however, presentation of predecessor results not deemed comparable to results of successor given changes in capitalization and holding company results of operation.

Management Commentary

"During the first quarter, we began building the foundation of our multi-state, cultivation-focused cannabis business," said Mickey Harley, CEO of Greenrose. "Since acquiring Connecticut-based Theraplant and Arizona-based True Harvest in the fourth quarter of 2021, we have worked closely with the management and cultivation teams at each of our operating subsidiaries to streamline operations and optimize production capacity. Over the past few months, we have worked to expand the production at each subsidiary and enhance our positioning for the early-stage recreational market opportunities in Connecticut and Arizona. While our first quarter financial performance reflects certain costs and operational interruptions associated with ramping this additional production capacity, we believe our work to strengthen our infrastructure will help position our brands as high-quality flower brands in Connecticut and Arizona's emerging recreational markets.

"In Connecticut, we are closely monitoring the state's regulatory approach and timeline regarding activating the recreational market, and we are taking steps that should strengthen our position for the expected commencement of recreational cannabis sales statewide during the fourth quarter of 2022. In the first quarter, we completed our expansion of our cultivation facility at Theraplant by 30,000 sq. ft., bringing our footprint up to 98,000 sq. ft. and increasing our total available canopy by over 80%. While slower patient growth and illicit in-market sales impacted our revenue, we believe Theraplant, with its strong brand and wholesale presence with all 18 of the state's existing dispensaries, is well-positioned to benefit from the upcoming recreational market. In fact, we have already completed a population of all the rooms, and we expect our last two rooms to complete their first harvests in early June to strengthen our inventory levels. Further, we are actively pursuing opportunities for social equity partnerships in Connecticut, and if successful, Theraplant will be in a position to invest in retail licenses and dispensaries while supporting applicants from state communities disproportionately affected by the war on drugs. We will continue to explore the market for opportunities to develop a retail footprint in the state to achieve vertical integration.

"Since acquiring True Harvest at the end of 2021, we have focused on optimizing our canopy and seeking opportunities to establish a retail presence in Arizona. Within our 76,000 sq. ft. facility, we have activated two out of four planned additional grow rooms, with the third and fourth room expected to be operational in the second half of 2022. Though the grow room construction process caused some delays and interruptions in our production cycle and inventory levels, we expect operational efficiency and product levels to rebound during the second quarter as this phase of expansion is completed. From a retail perspective, we are evaluating both social equity opportunities and potential acquisitions to secure dispensary licenses. With our focus on high-quality cultivation and superior products, we are well-positioned in Arizona's early-stage recreational market, where the supply of high-end flower products remains constrained. We believe the Shango brand secured by True Harvest under license, together with our improved cultivation processes, will help True Harvest deliver top-quality flower at every price point in this market."

Paul "Otto" Wimer, President of Greenrose, added: "As we move further into 2022, we remain focused on growing our existing platform and seeking additional expansion opportunities. From a production standpoint, we will continue working to ramp our additional capacity at Theraplant and complete construction on the additional grow rooms and improving post-harvest processes at True Harvest. We also aim to deepen our footprint within the Connecticut and Arizona markets by working to build a retail presence, enabling us to achieve vertical integration. While early in the Company's lifecycle, we look forward to making additional progress on our strategy and working to establish Greenrose as a vertically integrated, cultivation-led multi-state operator."

First Quarter 2022 Financial Results

For the first quarter ended March 31, 2022, the Company's revenue, net of discounts, increased 15% to $8.2 million compared to $7.2 million in the prior year quarter. The increase reflects incremental revenue contributions from True Harvest compared to the prior year period, which only included contributions from Theraplant. True Harvest's first quarter revenue performance reflects the impact of construction-related production interruptions during the facility's recent expansion, while Theraplant's revenue decreased period over the period, reflecting demand headwinds in Connecticut's medical market, as well as increased competition, particularly from the illicit market.

Cost of goods sold, net, for the first quarter ended March 31, 2022 was $6.4 million compared to $2.7 million in the prior year quarter. The increase primarily reflects a significant adjustment from purchase accounting considerations in the fair value step-up of inventory of $2.1 million and costs associated with ramping the Company's recently expanded production capacity at both Theraplant and True Harvest. The Company also incurred additional start-up costs related to initial planting and production processes in Theraplant's new production facility.

Gross profit for the first quarter ended March 31, 2022 was $1.8 million compared to $4.5 million in the prior year, reflecting a gross margin of 22.4% compared to 62.3% in the prior year quarter. The decrease primarily reflects the aforementioned purchase accounting considerations in the fair value step-up of inventory and the increased costs associated with ramping the Company's production capacity, as well as the softer than expected revenue performance during the quarter.

General and administrative expenses the first quarter ended March 31, 2022 were $5.0 million compared to $1.4 million in the prior year quarter. This increase was primarily due to incremental cost contributions from True Harvest and additional corporate expenses of being a public operating company relative to the prior year period, which only includes expenses from Theraplant.

Net income (loss) for the first quarter ended March 31, 2022 was $(14.6) million compared to $2.8 million in the prior year. This was primarily attributable to the revenue impacts of the production interruptions at True Harvest and the aforementioned demand headwinds in the Connecticut market, as well as increased interest expense of $6.6 million, purchase accounting fair value inventory step-up of $2.1 million, and intangible amortization expense of $4.0 million.

Adjusted EBITDA for the first quarter ended March 31, 2022 was $0.1 million compared to $4.1 million in the prior year quarter. The decrease was primarily driven by the aforementioned lower level of gross profit generated during the quarter, higher corporate general and administrative expenses, as well as expenses related to ramping the Company's expanded production capacity at Theraplant and True Harvest.

Cash and cash equivalents combined with restricted cash was $3.5 million at March 31, 2022 compared to $9.1 million at December 31, 2021. The decrease was primarily attributable to acquisition-related expenses and debt obligations.

Revised 2022 Outlook
Due to ongoing demand headwinds within Connecticut's medical market and the impacts of construction-related production interruptions at True Harvest, Greenrose has revised its 2022 outlook, and the Company is expected to generate between $100 million and $120 million in full year 2022 revenue, 2022 net income of between approximately $(5) million and $1 million, and 2022 adjusted EBITDA between the range of $65 million and $75 million, excluding fair value adjustments to financial instruments and transaction related expenses. These projections assume an expected fourth quarter 2022 start for recreational cannabis sales in Connecticut.

Conference Call

Greenrose will conduct a conference call today at 5:30 p.m. Eastern time to discuss its results for the first quarter ended March 31, 2022.

Greenrose management will host the conference call, followed by a question and answer session.

Conference Call Date: May 16, 2022
Time: 5:30 p.m. Eastern time
Toll-free dial-in number: 1-855-716-0858
International dial-in number: 1-516-575-8860
Conference ID: 8656495

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Group at (949) 574-3860.

The conference call will be broadcast live here and available for replay via the webcast link on the same day through May 16, 2023.

About The Greenrose Holding Company Inc.
The Greenrose Holding Company Inc. is a multi-state cultivator and producer of cannabis brands and products. Greenrose is driven by cultivation. It is understood that being a leader in the cannabis industry starts with outstanding flower derived from sophisticated genetics and scalable grow methods. Greenrose aims to be a vertically integrated company that looks for scale and horizontal consolidation. For more information, please visit greenroseholdings.com .

Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP financial measures that represents earnings before interest expense, income taxes, depreciations, and amortization, or EBITDA, and further adjustments to EBITDA to exclude certain non-cash items and other non-recurring items that management believes are not indicative of ongoing operations. We disclose EBITDA and Adjusted EBITDA because these non-GAAP measures are key measures used by our management to evaluate our business, measure its operating performance, and make strategic decisions. We believe EBITDA and Adjusted EBITDA may be useful for investors and others in understanding and evaluating our operations results in the same manner as its management. However, EBITDA and Adjusted EBITDA are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, income before income taxes, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze our business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in our industry may report measures titled EBITDA and Adjusted EBITDA or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net income and our other financial results presented in accordance with GAAP.

Forward-Looking Statements
Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Greenrose's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:

liquidity of Greenrose's stock;
Greenrose's ability to manage growth; Greenrose's ability to identify and integrate other future acquisitions;
servicing Greernose debt will require a significant amount of cash;
lacking sufficient capital or the inability to raise additional capital, whether equity or debt;
rising costs adversely affecting Greenrose's profitability;
competition in the legal cannabis industry;
adverse changes to the legal environment for the cannabis industry; and general economic and market conditions impacting demand for Greenrose's products and services;
failure to realize the anticipated benefits of recently completed and future acquisitions, including delays in consummating any future acquisitions or difficulty in, or costs associated with, integrating the businesses of Greenrose, Theraplant and True Harvest;
prevailing prices for cannabis products in the markets in which Greenrose operates;
new regulations or pending changes (and the timing of any such changes) in the current regulations in the states of Connecticut and Arizona where the businesses of Theraplant and True Harvest operate, respectively;
the effects of competition on Greenrose's business;
costs related to potential acquisitions; and
those factors discussed in Greenrose's Form 10-K filed April 15, 2022 under the heading "Risk Factors," and other documents of Greenrose filed, or to be filed, with the SEC.

If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Greenrose does not presently know or that Greenrose currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

In addition, forward-looking statements reflect Greenrose's expectations, plans or forecasts of future events and views as of the date hereof. Greenrose anticipates that subsequent events and developments will cause its assessments to change. However, while Greenrose may elect to update these forward-looking statements at some point in the future, Greenrose specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Greenrose's assessments as of any date subsequent to the date hereof. Accordingly, readers should not unduly rely on any projections or other forward-looking statements or data contained herein.

Investor Relations Contact:
Gateway Group, Inc.
Cody Slach or Jackie Keshner
(949) 574-3860
GNRS@gatewayir.com

Greenrose Contact:
Daniel Harley
Executive Vice President, Investor Relations
(516) 307-0383
ir@greenroseholdings.com


The Greenrose Holding Company Inc. Condensed Consolidated Balance Sheets March 31, 2022 and December 31, 2021 *(in thousands, except share and per share amounts)*

	March 31,			December 31,
	2022			2021
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,864		$	7,240
Restricted Cash		1,678			1,817
Marketable Security		1,475			1,694
Accounts Receivable, net		1,866			1,197
Inventories		11,732			12,513
Prepaid expenses and other current assets		1,783			3,031
Total current assets		20,398			27,492
Intangible assets, net		109,734			113,684
Property and equipment, net		25,053			25,209
Goodwill		66,038			71,658
Other assets		1,201			1,050
Total assets	$	222,424		$	239,093
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	18,670		$	18,916
Current Tax Payable		519			38
Current Portion of Note Payable		107,205			106,015
Convertible Promissory Note - Related Parties		-			2,000
Promissory Notes - Related Parties		-			641
Due to Related Parties		846			846
Due to Prior Members		1,021			1,130
Other Current Liabilities		674			1,340
Total current liabilities		128,935			130,926
Contingent Consideration		15,260			20,880
Private Warrants Liabilities		968			436
Warrant Liabilities		16,830			16,601
Derivative Liability		-			1,167
Total liabilities		161,993			170,010
Commitments and contingencies

Stockholders' Equity
Common stock, $0.0001 par value; 150,000,000 shares authorized; 17,585,249 and 16,061,190 shares issued and outstanding at March 31, 2022 December 31, 2021, respectively.		2			2
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Additional paid-in capital		76,775			70,859
Accumulated deficit		(16,346	)		(1,778	)
Total Stockholders' Equity		60,431			69,083
Total liabilities and Stockholders' Equity	$	222,424		$	239,093


The Greenrose Holding Company Inc. Condensed Consolidated Statements of Operations (Unaudited) For the three months ended March 31, 2022 and 2021 *(in thousands, except share and per share amounts)*

	Successor			Predecessor
	For the Three Months Ended March 31,			For the Three Months Ended March 31,
	2022			2021
Revenue	$	8,189		$	7,150
Cost of Goods Sold		6,353			2,698
Gross Profit		1,836			4,452
Expenses from Operations
Selling and Marketing		26			4
General, and Administrative		4,976			1,361
Depreciation and Amortization		3,961			11
Total Expenses from Operations		8,963			1,376
Income (Loss) From Operation		(7,127	)		3,076
Other income (expense):
Other income (expense), net		(811	)		-
Interest Expense, net		(6,619	)		(33	)
Change in Fair Value in Financial Instruments		470			-
Total other income (expense), net		(6,960	)		(33	)

Income (Loss) Before Provision for Income Taxes		(14,087	)		3,043

Provision for Income Taxes		(481	)		(251	)
Net Income (Loss)	$	(14,568	)	$	2,792

Successor earnings per share
Earnings (Loss) per common share
Basic and diluted	$	(0.92	)

Weighted average shares outstanding
Basic and diluted		15,897,861

Predecessor earnings per share
Net Income per share – basic and diluted – attributable to:
Angel Founder Units				$	13.50
Series A Units				$	13.50
Series R Units				$	13.50

Weighted average shares – basic and diluted – attributable to:
Angel Founder Units					110,000
Series A Units					42,761
Series R Units					54,000


The Greenrose Holding Company Inc. Condensed Consolidated Statements of Changes in Stockholders' Equity/Members' Equity (Unaudited) For the three months ended March 31, 2022 and 2021

	Successor
(in thousands except share and per share amount)	Common Stock		Amount		Additional Paid In Capital		Accumulated (Deficit)			Total Stockholder's Equity
Balance at December 31, 2021		16,061,190	$	2	$	70,859	$	(1,778	)	$	69,083
Issuance of stock options		-		-		225		-			225
Settlement of Investor Shares released from lockup		-		-		1,390		-			1,390
Issuance of shares in settlement of promissory note		685,289		-		2,864		-			2,864
Issuance of shares to board members		73,700		-		387		-			387
Issuance of shares to Investor		753,165		-		1,000		-			1,000
Issuance of shares to vender		11,905		-		50		-			50
Net Loss		-		-		-		(14,568	)		(14,568	)
Balance at March 31, 2022		17,585,249	$	2	$	76,775	$	(16,346	)	$	60,431

	Predecessor
(in thousands except share and per share amount)	Total Members' Equity
Balance, December 31, 2020	$	12,245
Distributions to Members		-
Net Income		2,792
Balance, March 31, 2021	$	15,037


The Greenrose Holding Company Inc. Condensed Consolidated Statement of Cash Flows (Unaudited) For the three months ended March 31, 2022 and 2021 *(in thousands, except share and per share amounts)*

	Successor			Predecessor
	March 31,			March 31,
	2022			2021
Cash flows from operating activities:
Net income (loss)	$	(14,568	)	$	2,792
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		4,526			11
Change in Fair Value in Financial Instruments		340			-
Share Based Compensation		662			-
Amortization of debt discount & issuance fees		1,356			-
Interest Expense - PIK		2,247			-

Change in operating assets and liabilities:
Accounts receivable		(669	)		22
Prepaid expenses and other assets		1,096			(173	)
Inventories		782			(113	)
Accounts payable and accrued liabilities		85			529
Deferred Tax Liabilities		481			1
Net Cash Provided by (Used in) Operating Activities		(3,662	)		3,069

Cash flows from investing activities:
Purchases of property and equipment		(419	)		(1,389	)
Net cash used in investing activities		(419	)		(1,389	)

Cash flows from financing activities:
Proceeds from notes payable		-			408
Principal repayments of notes payable		(1,434	)		(17	)
Distributions to members		-			(170	)
Net Cash Provided by (Used in) Financing Activities		(1,434	)		221

Net increase (decrease) in cash, cash equivalents and restricted cash		(5,515	)		1,901
Cash, cash equivalents and restricted cash, beginning of period		9,057			2,263
Cash, cash equivalents and restricted cash, end of period		3,542			4,164

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents		1,864			4,164
Restricted cash		1,678			-
Total cash, cash equivalents and restricted cash, end of period	$	3,542		$	4,164

Supplemental disclosure of cash flow information
Cash paid for interest (net of interest capitalized)	$	2,870

Supplemental disclosure of non-cash investing and financing activities
Investor shares released from lockup	$	1,390
Investor share settled liabilities		1,000
Settlement of Sponsor Notes		2,641
Goodwill measurement period adjustment		5,620
Capital expenditures payable		253

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Greenrose Acquisition OTCQX:GNRS Cannabis Investing

GNRS

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Continued Focus on Ramping Cultivation Capacity in Connecticut and Arizona
Progressing Into Second Half of 2022 with Strengthened Leadership Team
Provides Update on Full Year 2022 Guidance

The Greenrose Holding Company Inc. (OTC: GNRS, GNRSW) ("Greenrose" or the "Company"), a multi-state grower and producer of cannabis brands and products, is reporting financial and operating results for the second quarter ended June 30, 2022 .

Second Quarter 2022 Financial Summary (Non-GAAP)

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

Trulieve Cannabis Corp . (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the U.S., today announced its results for the quarter ended September 30, 2024. Results are reported in U.S. dollars and in accordance with U.S. Generally Accepted Accounting Principles unless otherwise indicated. Numbers may not sum perfectly due to rounding.

Q3 2024 Financial and Operational Highlights*

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

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

Recent Developments

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

Management Commentary

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

Financial Highlights*

Results of Operations	For the Three Months Ended								For the Nine Months Ended
(Figures in millions except per share data)	September 30, 2024		September 30, 2023		% Better / (Worse)	June 30, 2024		% Better / (Worse)	September 30, 2024		September 30, 2023		% Better / (Worse)
Revenue	$	284	$	275	3 %	$	303	(6 %)	$	885	$	842	5 %
Gross profit	$	173	$	143	21 %	$	182	(5 %)	$	529	$	435	22 %
Gross margin %		61 %		52 %			60 %			60 %		52 %
Operating expenses	$	173	$	120	(44 %)	$	132	(31 %)	$	432	$	686	37 %
Operating expenses %		61 %		43 %			43 %			49 %		81 %
Net loss**	$	(60)	$	(25)	(137 %)	$	(12)	NMF	$	(95)	$	(493)	81 %
Net loss continuing operations	$	(60)	$	(23)	(163 %)	$	(11)	NMF	$	(94)	$	(399)	76 %
Adjusted net (loss) income	$	(12)	$	(15)	19 %	$	0	NMF	$	(22)	$	(47)	53 %
Basic and diluted shares outstanding		190		189			190			190		189
EPS continuing operations	$	(0.32)	$	(0.12)	(168 %)	$	(0.04)	NMF	$	(0.52)	$	(2.09)	75 %
Adjusted EPS	$	(0.06)	$	(0.08)	20 %	$	0.00	NMF	$	(0.12)	$	(0.25)	54 %
Adjusted EBITDA	$	96	$	78	24 %	$	107	(10 %)	$	309	$	235	32 %
Adjusted EBITDA Margin %		34 %		28 %			35 %			35 %		28 %

NMF - No Meaningful Figure

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

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

Conference Call

The Company will host a conference call and live audio webcast on November 5, 2024, at 8:30 A.M. Eastern time , to discuss its third quarter 2024 financial results. Interested parties can join the conference call by dialing in as directed below. Please dial in 15 minutes prior to the call.

North American toll free: 1-844-824-3830		Passcode: 3735709

International: 1-412-542-4136		Passcode: 3735709

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

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

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

Trulieve Cannabis Corp. Condensed Consolidated Balance Sheets (Unaudited) (in millions, except for share data)

	September 30, 2024	December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$ 237.7	$ 201.4
Short-term investments	80.2	—
Restricted cash	0.9	6.6
Accounts receivable, net	9.0	6.7
Inventories	220.9	213.1
Income tax receivable	5.8	—
Prepaid expenses	19.2	17.6
Other current assets	26.6	23.7
Notes receivable - current portion, net	1.8	6.2
Assets associated with discontinued operations	0.9	2.0
Total current assets	603.0	477.3
Property and equipment, net	701.6	676.4
Right of use assets - operating, net	116.1	95.9
Right of use assets - finance, net	65.6	58.5
Intangible assets, net	873.3	917.2
Goodwill	483.9	483.9
Notes receivable, net	5.8	7.4
Other assets	23.0	10.4
Long-term assets associated with discontinued operations	2.0	2.0
TOTAL ASSETS	$ 2,874.2	$ 2,729.1
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities	$ 96.1	$ 83.2
Deferred revenue	6.7	1.3
Notes payable - current portion	3.3	3.8
Operating lease liabilities - current portion	11.6	10.1
Finance lease liabilities - current portion	9.1	7.6
Construction finance liabilities - current portion	1.8	1.5
Contingencies	4.6	4.4
Liabilities associated with discontinued operations	3.5	3.0
Total current liabilities	136.7	114.8
Long-Term Liabilities:
Private placement notes, net	364.4	363.2
Notes payable, net	112.8	115.9
Operating lease liabilities	113.4	92.2
Finance lease liabilities	68.4	61.7
Construction finance liabilities	135.9	136.7
Deferred tax liabilities	204.2	207.0
Uncertain tax position liabilities	384.1	180.4
Other long-term liabilities	6.5	7.1
Long-term liabilities associated with discontinued operations	39.4	41.6
TOTAL LIABILITIES	$ 1,565.8	$ 1,320.4
MEZZANINE EQUITY
Redeemable non-controlling interest	$ 7.1	$ —
SHAREHOLDERS' EQUITY
Common stock, no par value; unlimited shares authorized. 189,154,228 and 186,235,818 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.	$ —	$ —
Additional paid-in-capital	2,048.0	2,055.1
Accumulated deficit	(736.0)	(640.6)
Non-controlling interest	(10.7)	(5.9)
TOTAL SHAREHOLDERS' EQUITY	1,301.3	1,408.6
TOTAL LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS' EQUITY	$ 2,874.2	$ 2,729.1

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

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Revenue	$ 284.3	$ 275.2	$ 885.3	$ 842.2
Cost of goods sold	111.0	132.3	356.6	407.4
Gross profit	173.3	142.9	528.7	434.8
Expenses:
Sales and marketing	66.7	59.4	191.0	181.2
General and administrative	81.9	34.5	161.5	108.7
Depreciation and amortization	28.3	27.0	84.2	82.6
Impairment and disposal of long-lived assets, net of (recoveries)	(4.3)	(1.2)	(4.4)	5.5
Impairment of goodwill	—	—	—	307.6
Total expenses	172.7	119.6	432.3	685.6
Income (loss) from operations	0.6	23.3	96.5	(250.8)
Other income (expense):
Interest expense, net	(17.5)	(20.8)	(47.6)	(60.9)
Interest income	4.2	1.9	11.5	4.3
Gain on debt extinguishment	—	8.2	—	8.2
Other (expense) income, net	(0.2)	1.1	(4.8)	5.9
Total other expense, net	(13.5)	(9.6)	(40.9)	(42.6)
(Loss) income before provision for income taxes	(12.8)	13.7	55.6	(293.4)
Provision for income taxes	47.4	36.6	150.0	105.9
Net loss from continuing operations	(60.2)	(22.9)	(94.4)	(399.3)
Net loss from discontinued operations, net of tax benefit (provision) of zero, zero, zero, and $(0.6), respectively	(1.6)	(2.9)	(4.6)	(99.1)
Net loss	(61.9)	(25.8)	(99.0)	(498.3)
Less: net loss attributable to non-controlling interest from continuing operations	(1.4)	(0.5)	(2.8)	(3.8)
Less: net loss attributable to redeemable non-controlling interest from continuing operations	(0.3)	—	(0.9)	—
Less: net loss attributable to non-controlling interest from discontinued operations	—	—	—	(1.2)
Net loss attributable to common shareholders	$ (60.2)	$ (25.4)	$ (95.3)	$ (493.4)

Earnings Per Share (see numerator reconciliation below)
Net loss per share - Continuing operations:
Basic and diluted	$ (0.32)	$ (0.12)	$ (0.52)	$ (2.09)
Net loss per share - Discontinued operations:
Basic and diluted	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.52)
Weighted average number of common shares used in computing net loss per share:
Basic and diluted	190.2	188.9	190.0	189.0

EPS Numerator Reconciliation
Net loss attributable to common shareholders (from above)	$ (60.2)	$ (25.4)	$ (95.3)	$ (493.4)
Net loss from discontinued operations, net of tax, attributable to common shareholders	1.6	2.9	4.6	97.9
Adjustment of redeemable non-controlling interest to maximum redemption value	(2.1)	—	(9.0)	—
Net loss from continuing operations available to common shareholders	$ (60.6)	$ (22.5)	$ (99.7)	$ (395.5)

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

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Cash flows from operating activities
Net loss	$ (61.9)	$ (25.8)	$ (99.0)	$ (498.3)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	28.3	27.0	84.2	83.6
Depreciation included in cost of goods sold	13.3	14.5	40.1	45.4
Gain on debt extinguishment	—	(8.2)	—	(8.2)
Impairment and disposal of long-lived assets, net of (recoveries)	(4.3)	(1.2)	(4.4)	5.5
Impairment of goodwill	—	—	—	307.6
Amortization of operating lease right of use assets	3.0	2.5	8.3	7.8
Share-based compensation	5.5	4.5	15.6	7.4
Allowance for credit losses	0.5	0.5	4.9	0.9
Deferred income taxes	(6.2)	(6.5)	(2.7)	(18.7)
Loss from disposal of discontinued operations	—	0.6	—	69.8
Other non-cash changes	(0.3)	1.7	0.9	5.0
Changes in operating assets and liabilities:
Inventories	(13.3)	26.2	(8.3)	66.5
Accounts receivable	(1.5)	(1.2)	(0.7)	(1.9)
Prepaid expenses and other current assets	4.9	4.3	(0.9)	9.3
Other assets	(1.1)	0.3	(6.1)	2.0
Accounts payable and accrued liabilities	4.9	8.9	4.6	4.5
Income tax receivable / payable	0.5	(0.1)	(4.3)	(49.9)
Other liabilities	—	0.9	0.2	(14.4)
Operating lease liabilities	(1.6)	(2.1)	(6.0)	(6.9)
Deferred revenue	2.3	(2.2)	5.3	(6.0)
Uncertain tax position liabilities	51.0	50.7	203.8	61.8
Other long-term liabilities	1.8	(1.8)	(0.7)	(2.6)
Proceeds received from insurance for operating expenses	4.4	—	5.9	—
Net cash provided by operating activities	30.3	93.4	240.8	70.4
Cash flows from investing activities
Purchases of property and equipment	(36.9)	(6.3)	(79.0)	(31.0)
Capitalized interest	(1.2)	0.9	(0.9)	0.1
Purchases of internal use software	(6.8)	(3.4)	(18.3)	(7.7)
Purchases of short-term investments	(80.0)	—	(80.0)	—
Cash paid for licenses	(6.5)	—	(7.0)	(4.0)
Payment for initial direct costs on finance leases	(0.6)	—	(0.6)	—
Proceeds from disposal activities	0.3	3.5	1.0	11.7
Proceeds from notes receivable repayments	0.3	0.2	0.9	0.6
Proceeds received from insurance recoveries on property and equipment	—	—	0.5	—
Net cash used in investing activities	(131.5)	(5.0)	(183.4)	(30.3)
Cash flows from financing activities
Payments for taxes related to net share settlement of equity awards	(12.2)	—	(12.3)	—
Payments on finance lease obligations	(1.9)	(1.8)	(5.5)	(5.7)
Payments on notes payable	(1.4)	(0.7)	(3.8)	(5.5)
Payments on construction finance liabilities	(0.9)	(0.7)	(2.5)	(1.3)
Payments and costs related to consolidated VIE settlement transaction	—	—	(5.1)	—
Distributions to subsidiary non-controlling interest	—	—	(1.1)	(0.1)
Payments on private placement notes	—	(47.6)	—	(47.6)
Payments for debt issuance costs	—	(0.4)	—	(0.4)
Proceeds from non-controlling interest holders' subscription	—	—	3.0	—
Proceeds from equity exercises	—	—	0.2	—
Net cash used in financing activities	(16.4)	(51.3)	(27.1)	(60.6)
Net (decrease) increase in cash, and cash equivalents	(117.5)	37.2	30.3	(20.5)
Cash, cash equivalents, and restricted cash, beginning of period	356.1	159.9	208.0	213.8
Cash and cash equivalents of discontinued operations, beginning of period	—	1.8	0.3	5.7
Less: cash and cash equivalents of discontinued operations, end of period	—	(0.1)	—	(0.1)
Cash, cash equivalents, and restricted cash, end of period	$ 238.6	$ 198.9	$ 238.6	$ 198.9

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

Non-GAAP Financial Measures (Unaudited)

In addition to our results determined in accordance with GAAP, we supplement our results with non-GAAP financial measures, including EBITDA, adjusted EBITDA, adjusted EBITDA margin %, adjusted net (loss) income, adjusted net (loss) income per diluted share, and free cash flow. The Company calculates EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization; adjusted EBITDA as net income (loss) before net interest expense, interest income, income tax expense, depreciation and amortization and also excludes certain extraordinary items; adjusted EBITDA margin as adjusted EBITDA as % of revenue, adjusted net (loss) income as net income (loss) less certain extraordinary items; adjusted EPS as adjusted net (loss) income divided by basic and diluted shares outstanding; and free cash flow as cash flow from operations less capital expenditures. Our management uses these non-GAAP financial measures in conjunction with GAAP financial measures to evaluate our operating results and financial performance. We believe these measures are useful to investors as they are widely used measures of performance and can facilitate comparison to other companies. These non-GAAP financial measures are not, and should not be considered as, measures of liquidity. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with GAAP financial performance measures. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found below. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.

Reconciliation of Non-GAAP EBITDA and Adjusted EBITDA (Unaudited)
The following table presents a reconciliation of GAAP net loss attributable to common shareholders to non-GAAP EBITDA and Adjusted EBITDA for each of the periods presented:

(Amounts expressed in millions of United States dollars)	Three Months Ended						For the Nine Months Ended
(Amounts expressed in millions of United States dollars)	September 30, 2024		September 30, 2023		June 30, 2024		September 30, 2024		September 30, 2023
Net loss attributable to common shareholders	$	(60.2)	$	(25.4)	$	(12.0)	$	(95.3)	$	(493.4)
Add (deduct) impact of:
Interest expense, net	$	17.5	$	20.8	$	15.4	$	47.6	$	60.9
Interest income	$	(4.2)	$	(1.9)	$	(4.0)	$	(11.5)	$	(4.3)
Provision for income taxes	$	47.4	$	36.6	$	47.2	$	150.0	$	105.9
Depreciation and amortization	$	28.3	$	27.0	$	28.1	$	84.2	$	82.6
Depreciation included in cost of goods sold	$	13.3	$	14.6	$	13.3	$	40.1	$	42.7
EBITDA (Non-GAAP)	$	42.1	$	71.8	$	88.0	$	215.0	$	(205.5)
EBITDA Margin (Non-GAAP)		15 %		26 %		29 %		24 %		(24 %)

Impairment of goodwill	$	—	$	—	$	—	$	—	$	307.6
Impairment and disposal of long-lived assets, net of (recoveries)	$	(4.3)	$	(1.2)	$	1.2	$	(4.4)	$	5.5
Legislative campaign contributions	$	48.4	$	0.5	$	5.0	$	62.7	$	19.6
Acquisition, transaction, and other non-recurring costs	$	2.6	$	8.5	$	4.3	$	10.6	$	16.1
Share-based compensation	$	5.5	$	4.5	$	5.0	$	15.6	$	7.4
Gain on debt extinguishment	$	—	$	(8.2)	$	—	$	—	$	(8.2)
Other (expense) income, net	$	0.2	$	(1.1)	$	1.8	$	4.8	$	(5.9)
Discontinued operations, net of tax, attributable to common shareholders	$	1.6	$	2.9	$	1.6	$	4.6	$	97.9
Adjusted EBITDA (Non-GAAP)	$	96.1	$	77.7	$	107.0	$	308.8	$	234.5
Adjusted EBITDA Margin (Non-GAAP)		34 %		28 %		35 %		35 %		28 %

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

	For the Three Months Ended						For the Nine Months Ended
(Amounts expressed in millions of United States dollars)	September 30, 2024		September 30, 2023		June 30, 2024		September 30, 2024		September 30, 2023
Net loss attributable to common shareholders	$	(60.2)	$	(25.4)	$	(12.0)	$	(95.3)	$	(493.4)
Net loss from discontinued operations, net of tax, attributable to common shareholders	$	1.6	$	2.9	$	1.6	$	4.6	$	97.9
Adjustment of redeemable non-controlling interest to maximum redemption value	$	(2.1)	$	—	$	1.9	$	(9.0)	$	—
Net loss from continuing operations available to common shareholders	$	(60.6)	$	(22.5)	$	(8.5)	$	(99.7)	$	(395.5)
Add (deduct) impact of:
Adjustment of redeemable non-controlling interest to maximum redemption value	$	2.1	$	—	$	(1.9)	$	9.0	$	—
Impairment of goodwill	$	—	$	—	$	—	$	—	$	307.6
Impairment and disposal of long-lived assets, net of (recoveries)	$	(4.3)	$	(1.2)	$	1.2	$	(4.4)	$	5.5
Legislative campaign contributions	$	48.4	$	0.5	$	5.0	$	62.7	$	19.6
Acquisition, transaction, and other non-recurring costs	$	2.6	$	8.5	$	4.3	$	10.6	$	16.1
Fair value of derivative liabilities - warrants	$	—	$	—	$	—	$	—	$	(0.3)
Adjusted net (loss) income (Non-GAAP)	$	(11.9)	$	(14.7)	$	0.2	$	(21.9)	$	(47.0)

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

	For the Three Months Ended						For the Nine Months Ended
(Amounts expressed are per share except for shares which are in millions)	September 30, 2024		September 30, 2023		June 30, 2024		September 30, 2024		September 30, 2023
Net loss attributable to common shareholders	$	(0.32)	$	(0.13)	$	(0.06)	$	(0.50)	$	(2.61)
Net loss from discontinued operations, net of tax, attributable to common shareholders	$	0.01	$	0.02	$	0.01	$	0.02	$	0.52
Adjustment of redeemable non-controlling interest to maximum redemption value	$	(0.01)	$	—	$	0.01	$	(0.05)	$	—
Net loss from continuing operations available to common shareholders	$	(0.32)	$	(0.12)	$	(0.04)	$	(0.52)	$	(2.09)
Add (deduct) impact of:
Adjustment of redeemable non-controlling interest to maximum redemption value	$	0.01	$	—	$	(0.01)	$	0.05	$	—
Impairment of goodwill	$	—	$	—	$	—	$	—	$	1.63
Impairment and disposal of long-lived assets, net of (recoveries)	$	(0.02)	$	(0.01)	$	0.01	$	(0.02)	$	0.03
Legislative campaign contributions	$	0.25	$	0.00	$	0.03	$	0.33	$	0.10
Acquisition, transaction, and other non-recurring costs	$	0.01	$	0.05	$	0.02	$	0.06	$	0.09
Fair value of derivative liabilities - warrants	$	—	$	—	$	—	$	—	$	0.00
Adjusted net (loss) income (Non-GAAP)	$	(0.06)	$	(0.08)	$	0.00	$	(0.12)	$	(0.25)
Basic and diluted shares outstanding		190.2		188.9		190.3		190.0		189.0

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

	For the Three Months Ended						For the Nine Months Ended
(Amounts expressed in millions of United States dollars)	September 30, 2024		September 30, 2023		June 30, 2024		September 30, 2024		September 30, 2023
Cash flow from operating activities	$	30.3	$	93.4	$	71.3	$	240.8	$	70.4
Payments for property and equipment	$	(36.9)	$	(6.3)	$	(26.5)	$	(79.0)	$	(31.0)
Free cash flow (Non-GAAP)	$	(6.6)	$	87.2	$	44.8	$	161.8	$	39.4

Forward-Looking Statements

This news release includes forward-looking information and statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the Company's expectations or forecasts of business, operations, financial performance, cash flows, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the potential approval of cannabis legalization for personal use in Florida , the Company's growth opportunities and the Company's positioning for the future. Words such as "expects", "continue", "will", "anticipates" and "intends" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the Company's current projections and expectations about future events and financial trends that management believes might affect its financial condition, results of operations, business strategy and financial needs, and on certain assumptions and analysis made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including, without limitation, the risks discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023 and in our periodic reports subsequently filed with the United Sates Securities and Exchange Commission and in the Company's filings on https://www.sedarplus.ca/landingpage/ . Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof and, except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise.

About Trulieve

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

Facebook: @Trulieve
Instagram: @Trulieve_
X: @Trulieve

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

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

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SOURCE Trulieve Cannabis Corp.

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Cronos Group Inc. to Hold 2024 Third Quarter Earnings Conference Call on November 12, 2024

Cronos Group Inc. (NASDAQ: CRON) (TSX: CRON) ("Cronos" or the "Company") will hold its 2024 third quarter earnings conference call on Tuesday, November 12, 2024 at 8:30 a.m. ET. Cronos' senior management team will discuss the Company's financial results and will be available for questions from the investment community after prepared remarks.

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

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	Successor			Predecessor
(in thousands)	June 30, 2022			June 30, 2021
Revenues	$	9,191		$	6,570
Cost of Goods Sold*		6,297			2,127
Gross Profit*		2,894			4,443
Gross Margin*		31.5	%		67.6	%
Adjusted EBITDA		3,057			4,598
Net Income	$	(10,336	)	$	3,268
Basic Earnings per Share		(0.63	)		**

	For the Three Months Ended						For the Six Months Ended
	Successor			Predecessor			Successor			Predecessor
	June 30,			June 30,			June 30,			June 30,
	2022			2021			2022			2021
Revenue	$	9,191		$	6,570		$	17,380		$	13,720
Cost of Goods Sold		6,297			2,127			12,650			4,825
Gross Profit		2,894			4,443			4,730			8,895
Expenses from Operations
Selling and Marketing		27			183			53			187
General, and Administrative		3,296			634			8,272			1,995
Depreciation and Amortization		3,984			15			7,945			26
Total Expenses from Operations		7,307			832			16,270			2,208
Income From Operation		(4,413	)		3,611			(11,540	)		6,687
Other income (expense):
Other income (expense), net		1,046			-			235			-
Interest Expense, net		(6,910	)		(44	)		(13,529	)		(77	)
Change in Fair Value in Financial Instruments		694			-			1,164			-
Total other income (expense), net		(5,170	)		(44	)		(12,130	)		(77	)

Income Before Provision for Income Taxes		(9,583	)		3,567			(23,670	)		6,610

Provision for Income Taxes		(753	)		(299	)		(1,234	)		(550	)
Net Income	$	(10,336	)	$	3,268		$	(24,904	)	$	6,060

Successor earnings per share
Earnings per common share
Basic and diluted	$	(0.63	)				$	(1.54	)

Weighted average shares outstanding
Basic and diluted		16,523,208						16,210,535

Predecessor earnings per share
Net Income per share – basic and diluted – attributable to:
Angel Founder Units				$	15.77					$	29.31
Series A Units				$	15.77					$	29.31
Series R Units				$	15.77					$	29.31

Weighted average shares – basic and diluted – attributable to:
Angel Founder Units					110,000						110,000
Series A Units					42,761						42,761
Series R Units					54,000						54,000

(in thousands of USD)	Three months ended September 30,						Change					Nine months ended September 30,						Change
		2024			2023		$			%			2024			2023		$			%
Cronos net revenue, excluding Cronos GrowCo net revenue ⁽ⁱ⁾	$	29,996		$	24,810		$	5,186		21	%	$	83,046		$	63,326		$	19,720		31	%
Cronos GrowCo net revenue ⁽ⁱⁱ⁾		4,268			—			4,268		N/A			4,268			—			4,268		N/A
Net revenue	$	34,264		$	24,810		$	9,454		38	%	$	87,314		$	63,326		$	23,988		38	%

Cost of sales		30,341			20,124			10,217		51	%		72,216			52,614			19,602		37	%
Inventory write-down		312			716			(404	)	(56	)%		707			716			(9	)	(1	)%
Gross profit	$	3,611		$	3,970		$	(359	)	(9	)%	$	14,391		$	9,996		$	4,395		44	%
Gross margin ⁽ⁱⁱⁱ⁾		11	%		16	%	N/A			(5) pp			16	%		16	%	N/A			—pp

Inventory step-up recorded to cost of sales		7,116			—			7,116		N/A			7,116			—			7,116		N/A
Adjusted Gross Profit ⁽ⁱ^v⁾	$	10,727		$	3,970		$	6,757		170	%	$	21,507		$	9,996		$	11,511		115	%
Adjusted Gross Margin ⁽^v⁾		31	%		16	%	N/A			15pp			25	%		16	%	N/A			9pp

Net income (loss)	$	7,324		$	(1,590	)	$	8,914		N/M		$	(3,919	)	$	(25,288	)	$	21,369		85	%

Adjusted EBITDA ⁽^iv⁾	$	(6,019	)	$	(15,187	)	$	9,168		60	%	$	(27,739	)	$	(46,774	)	$	19,035		41	%

Other Data
Cash and cash equivalents ^(vi)	$	862,034		$	571,656		$	290,378		51	%
Short-term investments ^(vi)		—			267,905			(267,905	)	(100	)%
Capital expenditures ⁽^vii⁾		6,536			325			6,211		1,911	%		9,446			1,631			7,815		479	%

	As of September 30, 2024			As of December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	862,034		$	669,291
Short-term investments		—			192,237
Accounts receivable, net		20,480			13,984
Interest receivable		7,190			10,012
Other receivables		5,690			6,341
Current portion of loans receivable, net		233			5,541
Inventory, net		47,250			30,495
Prepaids and other current assets		7,326			5,405
Held-for-sale assets		8,971			—
Total current assets		959,174			933,306
Equity method investments, net		—			19,488
Other investments		2,900			35,251
Non-current portion of loans receivable, net		16,086			69,036
Property, plant and equipment, net		162,516			59,468
Right-of-use assets		1,052			1,356
Goodwill		38,028			1,057
Intangible assets, net		4,247			21,078
Other assets		130			45
Total assets	$	1,184,133		$	1,140,085

Liabilities
Current liabilities
Accounts payable	$	6,532		$	12,130
Income taxes payable		94			64
Accrued liabilities		31,766			27,736
Current portion of lease obligation		980			994
Derivative liabilities		192			102
Current portion due to non-controlling interests		—			373
Total current liabilities		39,564			41,399
Non-current portion due to non-controlling interests		1,243			1,003
Non-current portion of lease obligation		872			1,559
Deferred tax liability		11,143			—
Total liabilities		52,822			43,961

Shareholders' equity
Share capital		616,403			613,725
Additional paid-in capital		51,523			48,449
Retained earnings		413,995			416,719
Accumulated other comprehensive gain (loss)		(361	)		20,678
Total equity attributable to shareholders of Cronos Group		1,081,560			1,099,571
Non-controlling interests		49,751			(3,447	)
Total shareholders' equity		1,131,311			1,096,124
Total liabilities and shareholders' equity	$	1,184,133		$	1,140,085

	Three months ended September 30,						Nine months ended September 30,
(In thousands of U.S. dollars, except share and per share amounts, unaudited)		2024			2023			2024			2023
Net revenue, before excise taxes	$	46,594		$	33,912		$	120,639		$	86,264
Excise taxes		(12,330	)		(9,102	)		(33,325	)		(22,938	)
Net revenue		34,264			24,810			87,314			63,326
Cost of sales		30,341			20,124			72,216			52,614
Inventory write-down		312			716			707			716
Gross profit		3,611			3,970			14,391			9,996
Operating expenses
Sales and marketing		5,528			5,296			15,190			16,334
Research and development		1,242			1,246			3,201			4,392
General and administrative		12,760			14,366			34,434			39,673
Restructuring costs		—			1,423			630			1,423
Share-based compensation		2,262			1,957			6,513			6,823
Depreciation and amortization		1,098			1,457			3,237			4,515
Impairment loss on long-lived assets		14,376			—			16,350			—
Total operating expenses		37,266			25,745			79,555			73,160
Operating loss		(33,655	)		(21,775	)		(65,164	)		(63,164	)
Other income
Interest income, net		12,460			13,375			40,156			37,021
Share of income from equity method investments		—			1,057			2,365			831
Gain on revaluation of loan receivable		11,804			—			11,804			—
Gain on revaluation of equity method investment		32,469			—			32,469			—
Loss on revaluation of financial instruments		(293	)		(5,291	)		(6,550	)		(7,856	)
Impairment loss on other investments		—			—			(25,650	)		—
Foreign currency transaction gain (loss)		(7,432	)		8,816			12,370			3,999
Loss on held-for-sale assets		(10,422	)		—			(10,422	)		—
Other, net		(315	)		974			(737	)		1,011
Total other income		38,271			18,931			55,805			35,006
Income (loss) before income taxes		4,616			(2,844	)		(9,359	)		(28,158	)
Income tax benefit		(2,708	)		(1,254	)		(5,440	)		(2,870	)
Income (loss) from continuing operations		7,324			(1,590	)		(3,919	)		(25,288	)
Loss from discontinued operations		—			(182	)		—			(4,238	)
Net income (loss)		7,324			(1,772	)		(3,919	)		(29,526	)
Net loss attributable to non-controlling interest		(1,025	)		(128	)		(1,270	)		(353	)
Net income (loss) attributable to Cronos Group	$	8,349		$	(1,644	)	$	(2,649	)	$	(29,173	)
Comprehensive income (loss)
Net income (loss)	$	7,324		$	(1,772	)	$	(3,919	)	$	(29,526	)
Other comprehensive income (loss)
Foreign exchange gain (loss) on translation		12,408			(20,090	)		(20,113	)		(1,096	)
Comprehensive income (loss)		19,732			(21,862	)		(24,032	)		(30,622	)
Comprehensive loss attributable to non-controlling interests		(269	)		(41	)		(344	)		(136	)
Comprehensive income (loss) attributable to Cronos Group	$	20,001		$	(21,821	)	$	(23,688	)	$	(30,486	)
Net income (loss) per share
Basic - continuing operations	$	0.02		$	—		$	(0.01	)	$	(0.07	)
Basic - discontinued operations		—			—			—			(0.01	)
Basic net income (loss) per share attributable to Cronos Group	$	0.02		$	—		$	(0.01	)	$	(0.08	)

Diluted - continuing operations	$	0.02		$	—		$	(0.01	)	$	(0.07	)
Diluted - discontinued operations		—			—			—			(0.01	)
Diluted net income (loss) per share attributable to Cronos Group	$	0.02		$	—		$	(0.01	)	$	(0.08	)

(a)	For the three and six months ended June 30, 2022, transaction fees relate to the consulting legal and accounting fees related to the acquisitions of Theraplant and True Harvest and their corresponding contractual filing requirements of an S-1 to register shares. For the three and six months ended June 30, 2021, transaction fees relate to consulting, legal, and accounting fees in preparation for the Theraplant Business Combination.
(b)	Change in Fair Value of Financial Instruments represent the (gain)/loss related to private warrants and other derivative instruments. For the three and six months ended June 30, 2022, the Company recognized a gain of $694 thousand and $1,164 on its financial instruments which resulted primarily from fluctuations in the Company's stock price.
(c)	Represents the impact to the cost of goods sold due to the fair value step up of inventory from purchase accounting.
(d)	For the three months ended June 30, 2022, infrequent events relates to $1,046 thousand gain on contingent consideration. For the six months ended June 30, 2022, infrequent events relates to the $1,046 thousand gain on contingent consideration, offset by the $811 thousand loss on note settlement. For the six months ended June 30, 2021, the $87 thousand is consisted of $29 thousand related to costs related to a fire in a grow room causing repair expenses that had not yet been recovered by insurance, as well as $58 thousand related to lobbyist fees related to Connecticut cannabis regulation proposals.
(e)	Represents management fees associated with management consulting services that were not required to be paid after the closing of the Theraplant Business Combination.
(f)	Represents share based compensation incurred for the six months ended June 30, 2022 as part of the Company's equity incentive plan.

	Successor
(in thousands except share amounts)	Common Stock		Amount		Additional Paid In Capital		Accumulated (Deficit)			Total Stockholder's Equity
Balance at December 31, 2021		16,061,190	$	2	$	70,859	$	(1,778	)	$	69,083
Issuance of stock options		-		-		225		-			225
Settlement of Investor Shares released from lockup		-		-		1,390		-			1,390
Issuance of shares in settlement of promissory note		685,289		-		2,864		-			2,864
Issuance of shares to board members		73,700		-		387		-			387
Issuance of shares to Investor		753,165		-		1,000		-			1,000
Issuance of shares to vender		11,905		-		50		-			50
Net Loss		-		-		-		(14,568	)		(14,568	)
Balance at March 31, 2022		17,585,249	$	2	$	76,775	$	(16,346	)	$	60,431
Share repayment of Imperial Note		64,312		-		250		-			250
Net Loss		-		-		-		(10,336	)		(10,336	)
Balance at June 30, 2022		17,649,561	$	2	$	77,025	$	(26,682	)	$	50,345

Cronos Group Inc.
Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)

Cronos Group Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands of U.S. dollars, except share amounts, unaudited)

	Three months ended September 30, 2024
	Continuing Operations			Discontinued Operations		Total
Net income	$	7,324		$	—	$	7,324
Interest income, net		(12,460	)		—		(12,460	)
Income tax benefit		(2,708	)		—		(2,708	)
Depreciation and amortization		3,567			—		3,567
EBITDA		(4,277	)		—		(4,277	)
Impairment loss on long-lived assets ⁽ⁱ⁾		14,376			—		14,376
Revaluation gain on loan receivable ⁽ⁱⁱ⁾		(11,804	)		—		(11,804	)
Gain on revaluation of equity method investment ⁽ⁱⁱⁱ⁾		(32,469	)		—		(32,469	)
Loss on revaluation of financial instruments ^(iv)		293			—		293
Foreign currency transaction loss		7,432			—		7,432
Transaction costs ^(vi)		334			—		334
Loss on held-for-sale assets ^(vii)		10,422			—		10,422
Other, net ^(viii)		315			—		315
Share-based compensation ^(ix)		2,262			—		2,262
Financial statement review costs ^(xi)		(19	)		—		(19	)
Inventory step-up recorded to cost of sales ^(xiii)		7,116			—		7,116
Adjusted EBITDA	$	(6,019	)	$	—	$	(6,019	)

	Three months ended September 30, 2023
	Continuing Operations			Discontinued Operations			Total
Net loss	$	(1,590	)	$	(182	)	$	(1,772	)
Interest income, net		(13,375	)		(1	)		(13,376	)
Income tax benefit		(1,254	)		—			(1,254	)
Depreciation and amortization		2,148			—			2,148
EBITDA		(14,071	)		(183	)		(14,254	)
Share of income from equity method investments		(1,057	)		—			(1,057	)
Loss on revaluation of financial instruments ^(iv)		5,291			—			5,291
Foreign currency transaction gain		(8,816	)		—			(8,816	)
Other, net ^(viii)		(974	)		(31	)		(1,005	)
Restructuring costs ^(ix)		1,423			28			1,451
Share-based compensation ^(x)		1,957			(4	)		1,953
Financial statement review costs ^(xi)		344			—			344
Inventory write-down ^(xii)		716			—			716
Adjusted EBITDA	$	(15,187	)	$	(190	)	$	(15,377	)

	Nine months ended September 30, 2024
	Continuing Operations			Discontinued Operations		Total
Net loss	$	(3,919	)	$	—	$	(3,919	)
Interest income, net		(40,156	)		—		(40,156	)
Income tax benefit		(5,440	)		—		(5,440	)
Depreciation and amortization		6,811			—		6,811
EBITDA		(42,704	)		—		(42,704	)
Share of income from equity method investments		(2,365	)		—		(2,365	)
Impairment loss on long-lived assets ⁽ⁱ⁾		16,350			—		16,350
Revaluation gain on loan receivable ⁽ⁱⁱ⁾		(11,804	)		—		(11,804	)
Gain on revaluation of equity method investment ⁽ⁱⁱⁱ⁾		(32,469	)		—		(32,469	)
Loss on revaluation of financial instruments ^(iv)		6,550			—		6,550
Impairment loss on other investments ^(v)		25,650			—		25,650
Foreign currency transaction gain		(12,370	)		—		(12,370	)
Transaction costs ^(vi)		530			—		530
Loss on held-for-sale assets ^(vii)		10,422			—		10,422
Other, net ^(viii)		737			—		737
Restructuring costs ^(ix)		630			—		630
Share-based compensation ^(x)		6,513			—		6,513
Financial statement review costs ^(xi)		(525	)		—		(525	)
Inventory step-up recorded to cost of sales ^(xiii)		7,116			—		7,116
Adjusted EBITDA	$	(27,739	)	$	—	$	(27,739	)

	Nine months ended September 30, 2023
	Continuing Operations			Discontinued Operations			Total
Net loss	$	(25,288	)	$	(4,238	)	$	(29,526	)
Interest income, net		(37,021	)		(9	)		(37,030	)
Income tax benefit		(2,870	)		—			(2,870	)
Depreciation and amortization		6,689			244			6,933
EBITDA		(58,490	)		(4,003	)		(62,493	)
Share of income from equity method investments		(831	)		—			(831	)
Impairment loss on long-lived assets ⁽ⁱ⁾		—			205			205
Loss on revaluation of financial instruments ^(iv)		7,856			—			7,856
Foreign currency transaction gain		(3,999	)		—			(3,999	)
Other, net ^(viii)		(1,011	)		132			(879	)
Restructuring costs ^(ix)		1,423			562			1,985
Share-based compensation ^(x)		6,823			17			6,840
Financial statement review costs ^(xi)		739			—			739
Inventory write-down ^(xii)		716			839			1,555
Adjusted EBITDA	$	(46,774	)	$	(2,248	)	$	(49,022	)

	As Reported											As Adjusted for Constant Currency
	Three months ended September 30,						As Reported Change					Three months ended September 30,			Constant Currency Change
		2024			2023		$			%			2024		$			%
Net revenue	$	34,264		$	24,810		$	9,454		38	%	$	34,661		$	9,851		40	%
Gross profit		3,611			3,970			(359	)	(9	)%		3,608			(362	)	(9	)%
Gross margin		11	%		16	%		N/A		(5)pp			10	%		N/A		(6)pp

Operating expenses		37,266			25,745			11,521		45	%		38,079			12,334		48	%
Net income (loss) from continuing operations		7,324			(1,590	)		8,914		N/M			8,219			9,809		N/M
Adjusted EBITDA		(6,019	)		(15,187	)		9,168		60	%		(6,514	)		8,673		57	%

	Nine months ended September 30,						As Reported Change					Nine months ended September 30,			Constant Currency Change
		2024			2023		$			%			2024		$			%
Net revenue	$	87,314		$	63,326		$	23,988		38	%	$	88,456		$	25,130		40	%
Gross profit		14,391			9,996			4,395		44	%		14,591			4,595		46	%
Gross margin		16	%		16	%		N/A		—pp			16	%	N/A			—pp

Operating expenses		79,555			73,160			6,395		9	%		80,415			7,255		10	%
Net loss from continuing operations		(3,919	)		(25,288	)		21,369		85	%		(2,424	)		22,864		90	%
Adjusted EBITDA		(27,739	)		(46,774	)		19,035		41	%		(28,022	)		18,752		40	%

	As of September 30,			As of December 31,			As Reported Change					As of September 30,			Constant Currency Change
		2024			2023		$			%			2024		$			%
Cash and cash equivalents	$	862,034		$	669,291		$	192,743		29	%	$	865,277		$	195,986		29	%
Short-term investments		—			192,237			(192,237	)	(100	)%		—			(192,237	)	(100	)%
Total cash and cash equivalents and short-term investments	$	862,034		$	861,528		$	506		—	%	$	865,277		$	3,749		—	%

(Exchange rates are shown as C$ per $)	As of
	September 30, 2024	September 30, 2023	December 31, 2023
Spot rate	1.3525	1.3577	1.3243
Year-to-date average rate	1.3601	1.3455	N/A

(Exchange rates are shown as ILS per $)	As of
	September 30, 2024	September 30, 2023	December 31, 2023
Spot rate	3.7269	3.8138	3.6163
Year-to-date average rate	3.6994	3.6385	N/A

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