Jushi Holdings Inc 8-K, filed Nov 14, 2022
Jushi Holdings Inc. (JUSH)
About this 8-K
Jushi Holdings Inc filed this 8-K on November 14, 2022.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
_______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On November 14, 2022, Jushi Holdings Inc. (the “Company”) issued a press release announcing certain preliminary financial results as of and for the quarter ended September 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company also intends to file a Form 12b-25 for an extension to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 on or before November 21, 2022 in accordance with applicable U.S. and Canadian securities laws.
The information contained in this Item 2.02, including Exhibit 99.1, is furnished only, is not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in that filing.
| 99.1 | Press Release dated November 14, 2022 | |||
| 99.2 | Investor Presentation | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation as well as statements that may constitute "forward-looking statements" within the meaning of within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, contained in this Current Report on Form 8-K are forward-looking statements. Words such as “expect,” “will,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “potential” and similar expressions also identify forward-looking statements. Forward-looking statements include statements regarding expected filings, materiality or significance and effects of the reclassification errors on current or prior period financial statements, and any anticipated conclusions of the Company, the Audit Committee or the Company’s management related thereto.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results, as well as our expectations regarding materiality or significance, the restatement’s quantitative effects, the effectiveness of our disclosure controls and procedures, and our deficiencies in internal control over financial reporting to differ materially from those in the forward-looking statements. These factors include the risk that additional information may arise prior to the expected filing with the Securities and Exchange Commission and Canadian securities regulators with the restated condensed consolidated interim financial statements, the preparation of our restated condensed consolidated interim financial statements or other subsequent events that would require us to make additional adjustments, as well as inherent limitations in internal controls over financial reporting.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JUSHI HOLDINGS INC. | ||
| Date: November 14, 2022 | By: | /s/ Jon Barack |
| Jon Barack | ||
| President and Interim Chief Financial Officer | ||
EXHIBIT 99.1
Jushi Holdings Inc. Reports Preliminary Third Quarter 2022 Financial Results
Year-over-Year Revenue Growth of 34.9% to $72.8 million
Strong Retail Performance and Patient Expansion in Virginia with 48.4% Sequential Increase in Retail Sales in the Commonwealth
BOCA RATON, Fla., Nov. 14, 2022 (GLOBE NEWSWIRE) -- Jushi Holdings Inc. (“Jushi” or the “Company”) (CSE: JUSH) (OTCQX: JUSHF), a vertically integrated, multi-state cannabis operator, announced certain preliminary financial results for the quarter ended September 30, 2022 (“Q3 2022”). The Company also announced that it is in the process of completing its interim asset impairment assessment and expects to record a non-cash, indefinite-lived asset impairment charge in the range of $35.0 to $49.0 million (after-tax of $24.8 to $34.7 million). All financial information is provided in U.S. dollars unless otherwise indicated and is prepared under U.S. Generally Accepted Accounting Principles (“GAAP”).
Third Quarter 2022 Financial Highlights1
- Total revenue of $72.8 million, an increase of 34.9% year-over-year, and flat as compared to the quarter ended June 30, 2022 (“Q2 2022”)
- Gross profit of $27.7 million, an increase of 18.9% year-over-year and 4.0% as compared to Q2 2022
- Net loss in the range of $52.9 to $62.8 million
- Adjusted net loss2, excluding the after-tax indefinite-lived asset impairment charge, of $28.1 million
- Adjusted EBITDA2 of $0.7 million
- Cash and cash equivalents were $31.1 million as of the quarter end
1 See “Financial Disclosure Advisory” below.
2 See “Use of Non-GAAP Financial Information” and "Reconciliation of Non-GAAP Financial Measures" below
Third Quarter 2022 Operational Highlights
- Opened the 34th and 35th retail locations nationwide and third and fourth Beyond Hello™ dispensary locations in Virginia
- Expanded overall canopy by 11,000 sq. ft. to a total of 80,000 sq. ft. and increased annual biomass capacity by 7,300 lbs. to a total of 45,500 lbs.
- Added nearly 8,000 new patients in Virginia in Q3 2022, compared to approximately 1,950 patients in Q2 2022. In October, the Company added 2,425 new patients
Recent Developments
- Relocated the Beyond Hello™ Westside dispensary in Pennsylvania to Dickson City in the Greater Scranton Area
- Debuted newly formulated cannabis infused fruit chews by Tasteology in Massachusetts, available in three new vegan, gluten-free varieties with upgraded sustainable packaging
- Announced partnership with Drop4Drop, a non-profit organization dedicated to helping alleviate the world water crisis, to fund clean water projects across six countries
- Strengthened Board of Directors and senior leadership with the appointment of Bill Wafford as an Independent Director and Chair of the Audit Committee, and Tobi Lebowitz to Chief Legal Officer and Corporate Secretary
Management Commentary
“We remain focused on executing our strategic initiatives to strengthen and expand our operating platform,” said Jim Cacioppo, Chief Executive Officer, Chairman and Founder of Jushi. “During the third quarter, we bolstered our retail portfolio with the addition of two new stores in Virginia, moved closer to full-scale production at our grower-processor facilities in Pennsylvania and Virginia, and expanded our Jushi branded product portfolio across our operational vertically integrated markets. As we approach the end of the year, we expect to begin realizing the benefits of our efforts as we transform the business from substantially retail only and selling mostly third party product, to a company that is vertically integrated.”
Mr. Cacioppo continued, “As we look out to 2023 and beyond, we anticipate that our sales growth and improved profitability will be driven by the growth of the Virginia market, increased production and sell-through of high quality products produced at our grower-processor facilities, and our portfolio of assets focused in markets that are well positioned to take advantage of future state-level regulatory developments. I am incredibly pleased with the significant progress we have made year-to-date and remain highly confident in our market position as we close out the year."
Financial Results for the Third Quarter 20221
The following is a tabular summary and commentary of revenue, gross profit, net income (loss), and net income (loss) per share for the three-month periods ended September 30, 2022, June 30, 2022, and September 30, 2021.
($ in millions, except per share amounts)
| Quarter Ended September 30, 2022 | Quarter Ended June 30, 2022 | % Change | Quarter Ended September 30, 2022 | Quarter Ended September 30, 2021 | % Change | |||||||
| Revenue | $ | 72.8 | $ | 72.8 | 0.1 | % | $ | 72.8 | $ | 54.0 | 34.9 | % |
| Gross profit | $ | 27.7 | $ | 26.7 | 4.0 | % | $ | 27.7 | $ | 23.3 | 18.9 | % |
| Net (loss) income | $(52.9) - $(62.8) | $ | 12.1 | $(52.9) - $(62.8) | $ | 39.7 | ||||||
Revenue in Q3 2022 increased 34.9% to $72.8 million as compared to $54.0 million in the third quarter of 2021 (“Q3 2021”). The net increase was primarily driven by the Company’s acquisitions in Nevada and Massachusetts, new Beyond Hello™ store openings in Virginia, along with increased sales at existing stores in Virginia. On a sequential basis, revenue was essentially flat, driven by strong contributions from retail sales in Virginia and Massachusetts and increased wholesale sales in Nevada, offset by a decrease in retail sales in Pennsylvania and Nevada.
Gross profit in Q3 2022 was $27.7 million, or 38.1% of revenue, compared to $26.7 million, or 36.7% of revenue in Q2 2022. The increase in gross margin was primarily driven by an increase in the sell-through rate of Jushi’s private branded products, partially offset by increased promotional activity of Jushi branded products in Pennsylvania.
Q3 2022 net loss, including an indefinite-lived asset impairment charge in the range of $35.0 to $49.0 million, was $52.9 to $62.8 million, compared to net income of $12.1 million in Q2 2022. Adjusted net loss2, excluding the after-tax impairment charge, was $28.1 million.
Adjusted EBITDA2 in Q3 2022 was $0.7 million, which was flat as compared to $0.7 million in Q2 2022, and a decrease of $5.5 million compared to $6.2 million in Q3 2021. Adjusted EBITDA benefited from increased sales of Jushi branded products, offset by infrastructure and headcount investments at the Company's grower processors that continue to have a transitional impact as the business scales, and slower-than-expected growth of wholesale operations.
1 See “Financial Disclosure Advisory” below.
2 See “Use of Non-GAAP Financial Information” and "Reconciliation of Non-GAAP Financial Measures" below.
Balance Sheet and Liquidity
As of September 30, 2022, the Company had approximately $31.1 million of cash and cash equivalents. The Company paid approximately $8 million in capital expenditures during Q3 2022. We expect capital expenditures in the fourth quarter to be in the range of $5 to $15 million, prior to any potential tenant improvement reimbursements or financings, for a total of approximately $55 to $65 million for the full year 2022, subject to market conditions and regulatory changes. As of September 30, 2022, the Company had approximately $209 million in principal amount of total debt, excluding leases and property, plant, and equipment financing obligations. As of November 11, 2022, the Company’s issued and outstanding shares were 195,776,372 and its fully diluted shares outstanding were 290,606,855.
Financial Disclosure Advisory
The Company has not yet completed its reporting process for Q3 2022. The preliminary results presented herein are based on the Company's reasonable estimates and the information available to the Company at this time and, because of their preliminary nature, in certain cases, the Company has provided ranges, rather than specific amounts. As such, the Company's actual results may materially vary from the preliminary results presented herein and will not be finalized until the Company reports its final results for Q3 2022 after the completion of its normal quarter end accounting and review procedures, including its interim asset impairment assessment. In addition, any statements regarding the Company's estimated financial performance for the Q3 2022 does not present all information necessary for an understanding of the Company's financial condition and results of operations as of and for Q3 2022. The preliminary financial results presented herein was not reviewed by our independent registered public accounting firm.
Use of Non-GAAP Financial Information
We believe that the presentation of non-GAAP financial information provides important supplemental information to management and investors regarding financial and business trends relating to our financial condition and results of operations. For further information regarding these non-GAAP measures, including the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, please refer to the financial table below, as well as the “Reconciliation of Non-GAAP Financial Measures” section of this press release.
Conference Call and Webcast Information
The Company will host a conference call to discuss its financial results for the third quarter 2022 at 9:00 a.m. ET today, Monday, November 14, 2022.
| Event: | Third Quarter 2022 Financial Results Conference Call |
| Date: | Monday, November 14, 2022 |
| Time: | 9:00 a.m. Eastern Time |
| Live Call: | 1-866-374-5140 (U.S. Toll-Free) / 1-866-455-3403 (Canada Toll-Free) |
| Conference ID: | 42084746# |
| Webcast: | Register |
For interested individuals unable to join the conference call, a webcast of the call will be available for one year following the conference call and can be accessed via webcast on Jushi’s Investor Relations website.
About Jushi Holdings Inc.
We are a vertically integrated cannabis company led by an industry-leading management team. In the United States, Jushi is focused on building a multi-state portfolio of branded cannabis assets through opportunistic acquisitions, distressed workouts, and competitive applications. Jushi strives to maximize shareholder value while delivering high-quality products across all levels of the cannabis ecosystem. For more information, visit jushico.com or our social media channels, Instagram, Facebook, Twitter and LinkedIn.
Forward-Looking Information and Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation as well as statements that may constitute "forward-looking statements" within the meaning of within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, contained in this press release, including statements regarding our strategy, future operations, intended expansion of our retail operations and production capacity, intended expansion of our cultivation facilities, future financial position, projected costs, prospects, and plans and objectives of management are forward-looking statements. These forward-looking statements are based on Jushi’s current expectations and beliefs concerning future developments and their potential effects. As a result, actual results could differ materially from those expressed by such forward-looking statements and such statements should not be relied upon. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans,” “expects” or “does not expect,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” or “believes,” or variations of such words and phrases or may contain statements that certain actions, events or results “may,” “could,” “would,” “might” or “will be taken,” “will continue,” “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include but are not limited to, information concerning the expectations regarding Jushi, or the ability of Jushi to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including risks related to the ability of Jushi to successfully and/or timely achieve business objectives, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation, the risk that additional information may arise prior to the completion of restated condensed consolidated interim financial statements or other subsequent events that would require us to make additional adjustments, as well as other risks, uncertainties and other cautionary statements in the Company’s public filings with the applicable securities regulatory authorities on the SEC’s website at www.sec.gov and on SEDAR at www.sedar.com. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected.
Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.
For further information, please contact:
Investor Relations Contact:
Michael Perlman
Executive Vice President of Investor Relations
561-281-0247
investors@jushico.com
Media Contact:
Ellen Mellody
570-209-2947
ellen@mattio.com
JUSHI HOLDINGS INC.
Reconciliation of Non-GAAP Financial Measures
Adjusted net loss, EBITDA and Adjusted EBITDA
In addition to providing financial measurements based on GAAP, the Company provides additional financial metrics that are not prepared in accordance with GAAP. Management uses non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes and to evaluate the Company’s financial performance. These non-GAAP financial measures are Adjusted net loss, EBITDA and Adjusted EBITDA (each as defined below). Management believes that these non-GAAP financial measures reflect the Company’s ongoing business by excluding the effects of expenses that are not reflective of our operating business performance and allows for meaningful comparisons and analysis of trends in the business. These non-GAAP financial measures also facilitate comparing financial results across accounting periods and to those of peer companies. As there are no standardized methods of calculating these non-GAAP measures, the Company’s methods may differ from those used by others, and accordingly, the use of these measures may not be directly comparable to similar measures used by others, thus limiting their usefulness. Accordingly, these non-GAAP measures are 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.
Adjusted net loss, EBITDA and Adjusted EBITDA are financial measures that are not defined under GAAP. Management defines Adjusted net loss as net loss excluding the after-tax indefinite-lived asset impairment charge. Management defines EBITDA as net income (loss), or “earnings,” before interest, income taxes, depreciation and amortization. Management defines Adjusted EBITDA as EBITDA before: (i) non-cash share-based compensation expense and other one-time charges; (ii) inventory-related adjustments; (iii) fair value changes in derivatives; (iv) asset impairments; (v) other (income)/expense items; (vi) transaction costs; and (vii) start-up costs. These financial measures are metrics that have been adjusted from the GAAP net income (loss) measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry, as well as to remove non-recurring, irregular and one-time items that may otherwise distort the GAAP net income measure. Other companies in the Corporation’s industry may calculate this measure differently, limiting their usefulness as comparative measures.
JUSHI HOLDINGS INC.
UNAUDITED RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED EBITDA
(in thousands of U.S. dollars)
| Three Months Ended September 30, 2022 (9) | Three Months Ended June 30, 2022 | Three Months Ended September 30, 2021 | |||||||||
| NET (LOSS) INCOME(1)(2) | $(52,857) – $(62,732 | ) | $ | 12,066 | $ | 39,682 | |||||
| Income tax (benefit) expense | (2,041) - (6,135 | ) | 7,710 | 6,333 | |||||||
| Interest expense, net | 13,111 | 10,947 | 7,442 | ||||||||
| Depreciation and amortization(3) | 6,618 | 5,189 | 2,228 | ||||||||
| EBITDA (Non-GAAP)(1) | $(35,170) - $(49,170 | ) | $ | 35,912 | $ | 55,685 | |||||
| Non-cash share-based compensation and other one-time charges(4) | 5,555 | 4,800 | 2,165 | ||||||||
| Inventory-related adjustments(5) | (1,197 | ) | (263 | ) | 865 | ||||||
| Fair value changes in derivatives | (6,352 | ) | (42,572 | ) | (55,059 | ) | |||||
| Asset impairments(1) | 35,000 - 49,000 | — | — | ||||||||
| Other expense (income) items(6) | 1,486 | (1,096 | ) | (52 | ) | ||||||
| Start-up costs(7) | 118 | 991 | 2,238 | ||||||||
| Transaction costs(8) | 1,212 | 2,885 | 325 | ||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 653 | $ | 657 | $ | 6,167 | |||||
(1) Impacted by management's estimate of impairment charge on indefinite-lived intangible assets; Some of the key assumptions impacting this estimate are discount rates and forecasted cash flows.
(2) Net income (loss) includes amounts attributable to non-controlling interests.
(3) Includes amounts that are included in cost of goods sold and in operating expenses; Q2 2022 has been revised to include estimated unabsorbed depreciation expense.
(4) Includes: (i) non-cash share-based compensation expense for the period; and (ii) severance costs.
(5) Includes: (i) inventory step-up on business combinations; (ii) inventory recall reserves; and (iii) reserves for discontinued products. The inventory step-up on business combinations relate to the fair value write-up on inventory acquired on the business acquisition date and then sold subsequent to the acquisition date. The inventory recall reserves relate to the estimated impact of the Pennsylvania Department of Health recall and ban of vape products containing certain cannabis concentrates. The ban was lifted in June 2022. Q2 2022 has been revised to include the impact of recall reserve reversals during the period.
(6) Includes: (i) remeasurement of contingent consideration related to acquisitions; (ii) losses (gains) on investments and financial assets; and (iii) losses (gains) on legal settlements.
(7) Expansion and start-up costs incurred in order to prepare a location for its intended use. Start-up costs are expensed as incurred and are not indicative of ongoing operations of each new location.
(8) Transaction costs include: (i) registration statement costs such as professional fees and other costs relating to our SEC registration; and (ii) acquisition and deal costs.
(9) See “Financial Disclosure Advisory” above.
EXHIBIT 99.2
Q3 2022 Earnings Presentation
Cautionary Statement Regarding Forward - Looking Statements 2 This presentation contains certain "forward - looking information" within the meaning of applicable Canadian securities legislation as well as statements that may constitute "forward - looking statements" within the meaning of within the meaning of the Private Securities Litigation Reform Act of 1995 , Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . All statements, other than statements of historical facts, contained in this presentation, including statements regarding our strategy, future operations, intended expansion of our retail operations and production capacity, intended expansion of our cultivation facilities, future financial position, projected costs, prospects, plans and objectives of management, are forward - looking statements . These forward - looking statements are based on Jushi’s current expectations and beliefs concerning future developments and their potential effects . As a result, actual results could differ materially from those expressed by such forward - looking statements and such statements should not be relied upon . Generally, such forward - looking information or forward - looking statements can be identified by the use of forward - looking terminology such as “plans,” “expects” or “does not expect,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” or “believes,” or variations of such words and phrases or may contain statements that certain actions, events or results “may,” “could,” “would,” “might” or “will be taken,” “will continue,” “will occur” or “will be achieved” . The forward - looking information and forward - looking statements contained herein may include but are not limited to, information concerning the expectations regarding Jushi, or the ability of Jushi to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors . Many factors could cause actual future events to differ materially from the forward - looking statements in this presentation, including risks related to the ability of Jushi to successfully and/or timely achieve business objectives, including with regulatory bodies, employees, suppliers, customers and competitors ; changes in general economic, business and political conditions, including changes in the financial markets ; changes in applicable laws ; and compliance with extensive government regulation, as well as other risks, uncertainties and other cautionary statements in the Company’s public filings with the applicable securities regulatory authorities on the SEC’s website at www . sec . gov and on SEDAR at www . sedar . com . Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward - looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected . Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward - looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward - looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements . The forward - looking information and forward - looking statements contained in this presentation are made as of the date of this presentation, and the Company does not undertake to update any forward - looking information and/or forward - looking statements that are contained or referenced herein, except in accordance with applicable securities laws . All subsequent written and oral forward - looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice . Financial Disclosure Advisory The Company has not yet completed its reporting process for Q 3 2022 . The preliminary results presented herein are based on the Company's reasonable estimates and the information available to the Company at this time and, because of their preliminary nature, in certain cases, the Company has provided ranges, rather than specific amounts . As such, the Company's actual results may materially vary from the preliminary results presented herein and will not be finalized until the Company reports its final results for Q 3 2022 after the completion of its normal quarter end accounting and review procedures, including its interim asset impairment assessment . In addition, any statements regarding the Company's estimated financial performance for the Q 3 2022 does not present all information necessary for an understanding of the Company's financial condition and results of operations as of and for Q 3 2022 . The preliminary financial results presented herein was not reviewed by our independent registered public accounting firm . Use of Non - GAAP Financial Information We believe that the presentation of non - GAAP financial information provides important supplemental information to management and investors regarding financial and business trends relating to our financial condition and results of operations . For further information regarding these non - GAAP measures, including the reconciliation of these non - GAAP financial measures to their most directly comparable GAAP financial measures, please refer to the financial table below, as well as the “Reconciliation of Non - GAAP Financial Measures” section of this press release .
Jim Cacioppo Chief Executive Officer 3
Financial Highlights Operational Achievements Financial Performance Agenda Summary Q&A 4
Strong Top Line and Expanding Margin Profile US$ Millions, prepared under U.S. GAAP $54.0 $72.8 $72.8 $72.8 +35% Q2 2022 Q3 2022 Revenue Q3 2022 Q3 2021 36.7% 38.1% Gross Margin Q3 2022 Q2 2022 +144 basis points 5
Growing Vertical Margin With Increased Sell - Through of Jushi Branded Product • Significant profitability driver in the coming quarters • Sell - through rate improvement of +600 basis points to 28% vs. 21% in Q2’22 • ~90% QoQ increase in private branded products sold through Beyond Hello Ρ stores in Pennsylvania • ~80% QoQ increase in units sold of flower brand • ~150% increase in units sold of concentrates brand Jushi Brand Penetration 6
Continued Headway on Cost Savings Measures Retail • Expect to reduce costs by ~$8 million throughout 2022 • Shifted to a higher mix of part - time employees • Optimized labor model to align with market activity and demand • Maximized field leadership model resulting in reduced number of field leadership roles • Reduction of construction labor force and non - essential staff at stores Grower - Processor Facilities • On track to achieve target of ~$12 million in total savings for fiscal 2022 • Increased productivity levels across the supply chain, driving improvements in genetic diversity, quality and yield • Grower - processors in Pennsylvania and Virginia are close to running at full - scale production and are expected to be breakeven by the end of this year Corporate Staffing • Finalizing build - out of accounting and IT departments to support new financial reporting structure 7
Explosive Growth in Virginia Following Market Developments Grower - Processor (Manassas) Operational Beyond Hello Dispensaries (4) Beyond Hello Arlington (Opening Q1 2023) Beyond Hello Woodbridge (Opening in first half of 2023) +210% QoQ Increase in Active Customers Patient & Customer Growth Retail Sales +~8K New Patients in Q3 2022 +48% QoQ Growth in Retail Sales +200% YoY Growth in Retail Sales Fairfax, VA 8 HSA II Opened in Q3 Alexandria, VA
9 Opening Beyond Hello Cincinnati, Ohio in Q4 2022 9
10 Nearly Doubled Canopy at Scranton, PA Grower - Processor *Planned expansion by end of FY2022. ~27k sq. ft. of canopy ~15k lbs. of annual biomass capacity 7 grow rooms ~30k sq. ft. of canopy ~22k lbs. of annual biomass capacity 9 grow rooms Year - End 2022* 10 Q3 2022
Steady Progress on Expansion at Manassas, VA Grower - Processor • Began generating revenue in four new grow rooms • Introduced various new cultivars and THC - only vapes • Expected to increase canopy size to ~16,000 sq. ft., improve annual biomass production to ~10,000 lbs., and plant two new grow rooms by Q1 2023 11
Launched Two New Products from Tasteology in Massachusetts Cannabis Infused Chocolates Coming to VA in Q1 2023 12 Cannabis Infused Fruit Chews Coming to VA, OH & NV in Q1 2023 Comprehensive suite of form factors available across Jushi’s portfolio
Jon Barack President Interim Chief Financial Officer 13 13
Q3 2022 Financial Performance US$ Millions, prepared under U.S. GAAP $72.8 $72.8 Q3'21 Q3'22 Q2'22 Q3'22 $54.0 $72.8 • The year - over - year increase in revenue of 35% in Q3’22 was primarily attributable to the acquisitions in Massachusetts and Nevada, and the new Beyond Hello Œ store openings • On a sequential basis, revenue was flat +35% Revenue Q3’21 vs. Q3’22 14 Revenue Q2’22 vs. Q3’22
Q3 2022 Financial Performance US$ Millions, prepared under U.S. GAAP $26.7 $27.7 Q2'22 Q3'22 Gross Profit Q2’22 vs. Q3’22 36.7% 38.1% *See Disclaimers for the definition of Adjusted EBITDA and “Reconciliation of Non - GAAP Financial Measures” at the end of this presentation $0.7 15 $0.7 Q2'22 Q3'22 Adj. EBITDA* Q2’22 vs. Q3’22
Liquidity *As of September 30, 2022, includes cash, cash equivalents and short - term investments **As of September 30, 2022, excluding leases and property, plant and equipment financing obligations (Amounts in millions) Cash* $31.1 Total Debt** $209.0 Net Debt $177.9 November 11, 2022 Subordinate Voting Shares Outstanding 195,776,372 Fully Diluted Shares 290,606,855 Outstanding September 30, 2022 Capital Expenditures • $8MM for Q3 2022 • 2022 range of approximately $55MM to $65MM 16
Disclaimers JUSHI HOLDINGS INC. Reconciliation of Non - GAAP Financial Measures Adjusted net loss, EBITDA and Adjusted EBITDA In addition to providing financial measurements based on GAAP, the Company provides additional financial metrics that are not prepared in accordance with GAAP . Management uses non - GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes and to evaluate the Company’s financial performance . These non - GAAP financial measures are Adjusted net loss, EBITDA and Adjusted EBITDA (each as defined below) . Management believes that these non - GAAP financial measures reflect the Company’s ongoing business by excluding the effects of expenses that are not reflective of our operating business performance and allows for meaningful comparisons and analysis of trends in the business . These non - GAAP financial measures also facilitate comparing financial results across accounting periods and to those of peer companies . As there are no standardized methods of calculating these non - GAAP measures, the Company’s methods may differ from those used by others, and accordingly, the use of these measures may not be directly comparable to similar measures used by others, thus limiting their usefulness . Accordingly, these non - GAAP measures are 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 . Adjusted net loss, EBITDA and Adjusted EBITDA are financial measures that are not defined under GAAP . Management defines Adjusted net loss as net loss excluding the after - tax indefinite - lived asset impairment charge . Management defines EBITDA as net income (loss), or “earnings,” before interest, income taxes, depreciation and amortization . Management defines Adjusted EBITDA as EBITDA before : (i) non - cash share - based compensation expense and other one - time charges ; (ii) inventory - related adjustments ; (iii) fair value changes in derivatives ; (iv) asset impairments ; (v) other (income)/expense items ; (vi) transaction costs ; and (vii) start - up costs . These financial measures are metrics that have been adjusted from the GAAP net income (loss) measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry, as well as to remove non - recurring, irregular and one - time items that may otherwise distort the GAAP net income measure . Other companies in the Corporation’s industry may calculate this measure differently, limiting their usefulness as comparative measures . 17
Adjusted EBITDA Reconciliation JUSHI HOLDINGS INC. UNAUDITED RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA (in thousands of U.S. dollars) Three Months Ended Three Months Ended Three Months Ended September 30, 2022 (9) June 30, 2022 September 30, 2021 NET (LOSS) INCOME (1)(2) $ (52,857) - (62,763) $ 12,066 $ 39,682 Income tax (benefit) expense (2,041) - (6,135) 7,710 6,333 Interest expense, net 13,111 10,947 7,442 Depreciation and amortization (3) 6,618 5,189 2,228 EBITDA (Non - GAAP) (1) $ (35,170) - (49,170) $ 35,912 $ 55,685 Non - cash share - based compensation and other one - time charges (4) 5,555 4,800 2,165 Inventory - related adjustments (5) (1,197) (263) 865 Fair value changes in derivatives (6,352) (42,572) (55,059) Asset impairments (1) 35,000 - 49,000 — — Other expense (income) items (6) 1,486 (1,096) (52) Start - up costs (7) 118 991 2,238 Transaction costs (8) 1,212 2,885 325 Adjusted EBITDA (Non - GAAP) $ 653 $ 657 $ 6,167 (1) Impacted by management's estimate of impairment charge on indefinite - lived intangible assets; Some of the key assumptions impacting this estimate are discount rates and forecasted cash flows. (2) Net income (loss) includes amounts attributable to non - controlling interests. (3) Includes amounts that are included in cost of goods sold and in operating expenses; Q2 2022 has been revised to include estimated unabsorbed depreciation expense. (4) Includes: (i) non - cash share - based compensation expense for the period; and (ii) severance costs. (5) Includes : (i) inventory step - up on business combinations ; (ii) inventory recall reserves ; and (iii) reserves for discontinued products . The inventory step - up on business combinations relate to the fair value write - up on inventory acquired on the business acquisition date and then sold subsequent to the acquisition date . The inventory recall reserves relate to the estimated impact of the Pennsylvania Department of Health recall and ban of vape products containing certain cannabis concentrates . The ban was lifted in June 2022 . Q 2 2022 has been revised to include the impact of recall reserve reversals during the period . (6) Includes : (i) remeasurement of contingent consideration related to acquisitions ; (ii) losses (gains) on investments and financial assets ; and (iii) losses (gains) on legal settlements . (7) Expansion and start - up costs incurred in order to prepare a location for its intended use . Start - up costs are expensed as incurred and are not indicative of ongoing operations of each new location . (8) Transaction costs include : (i) registration statement costs such as professional fees and other costs relating to our SEC registration ; and (ii) acquisition and deal costs . (9) See “Financial Disclosure Advisory” above . 18
Disclaimers NO OFFERS This presentation does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities of the Company in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction . The securities of the Company described herein have not been and will not be registered under the United States federal or state securities laws and may not be offered or sold in the United States, or to, or for the account or benefit of, “U . S . Persons” as such term is defined in Regulation S under the United States Securities Act of 1933 , as amended (the “U . S . Securities Act”), unless an exemption from registration is available . Prospective investors will be required to represent, among other things, that they meet the requirements of an available exemption from the registration requirements of the U . S . Securities Act and are familiar with and understand the terms of the offering and have all requisite authority to make such investment . IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED . THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES OR ANY CANADIAN PROVINCIAL SECURITIES REGULATOR PASSED ON THE ACCURACY OR ADEQUACY OF THIS PRESENTATION . ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE . THIRD PARTY INFORMATION This presentation may include market and industry data which was obtained from various publicly available sources and other sources believed by the Company to be true . Although the Company believes it to be reliable, the Company has not independently verified any of the data from third - party sources referred to in this presentation or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying assumptions relied upon by such sources . The Company does not make any representation as to the accuracy of such information . TARGET AUDIENCE This presentation is only addressed to those persons, which have been explicitly determined by the Company as recipients . The Company did not and will not authorize any third parties to distribute this presentation or make it available to persons not determined by the Company or to the public . Any unauthorized distribution or disclosure will constitute an infringement of the concluded non - disclosure agreement and the Company reserves the right to take further legal action in such cases . No action has been (or will be) taken by the Company that would permit the possession or distribution of this presentation . Persons into whose possession this presentation may come are required to inform themselves of and observe any corresponding restrictions . The Company does not accept any responsibility for any violation by any person of any such restrictions . REGULATORY Potential investors are aware that the cannabis market is highly regulated, and that various permits and authorizations are necessary for the import, distribution, sale or other business activities related to medicinal cannabis . The respective regulations can be subject to change, which might affect the permits required . This presentation does not intend to advertise the products of the Company . Any reference to the products serves only the information of potential investors and shall not incite the purchase of the products . TAXATION Prospective investors should be aware that the purchase of securities of the Company or any entity related thereto may have tax consequences both in Canada and the United States. Each prospective investor is strongly encouraged to consult its own tax advisor concerning any purchase of securities of the Company or any entity related thereto and the holding and disposition of any such securities. This presentation does not address the tax consequences of the purchase, ownership or disposition of any such securities. COPYRIGHT All brands and trademarks mentioned in this presentation and possibly protected by third parties are subject without restriction to the provisions of the applicable trademark law and the ownership rights of the respective registered owners. The mere fact that a trademark is mentioned should not lead to the conclusion that it is not protected by the rights of third parties. The copyright for published objects created by the Company remains solely with the Company. Any duplication or use of objects such as diagrams, sounds or texts in other electronic or printed publications is not permitted without the Company's agreement. CURRENCY All references to $ or “dollar” in this presentation are references to USD, unless otherwise indicated. 19
Q&A 20
Appendix
Consensus Estimates (Amounts in millions) Consensus Revenue Consensus Adj. EBITDA $384.7 $64.0 Full Year 2023 Full Year 2023 Leverage Total Debt / ‘23 Adj. EBITDA 3.3x 2.8x Total Net Debt / ‘23 Adj. EBITDA Note: (1) Consensus estimates by analysts do not represent opinions, forecasts, or predictions of Jushi Holdings Inc. or its management. Estimates are directly from Capital IQ consensus as of 11/11/22; (2) Total Debt/Total Net Debt include a $2.4 million convertible note maturing in November 2022 Current 22