8-K
Trulieve Cannabis Corp. (TCNNF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 9, 2022
TRULIEVE CANNABIS CORP.
(Exact Name of Registrant as specified in its charter)
| British Columbia | 000-56248 | 84-2231905 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 6749 Ben Bostic Road<br> <br>Quincy, FL | 32351 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(850) 508-0261
(Registrant’s telephone number, including area code)
Not Applicable
(Registrant’s name or former address, if change 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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| N/A | 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 pursuant to Section 13(a) of the Exchange Act. ☒
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On November 9, 2022, Trulieve Cannabis Corp. (the “Company”) announced via press release its results for the three and nine months ended September 30, 2022. A copy of the Company’s press release is hereby furnished to the Commission and incorporated herein by reference as Exhibit 99.1.
| Item 7.01 | Regulation FD Disclosure. |
|---|
The Company from time to time presents at various industry and other conferences and provides summary business information. A copy of the slide presentation that will be used by representatives of the Company in connection with such presentations (the “Corporate Presentation”) is attached to this Current Report on Form 8-K as Exhibit 99.2. The Corporate Presentation is current as of November 9, 2022, and the Company disclaims any obligation to correct or update this material in the future.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br>No. | Description |
|---|---|
| 99.1* | Press release dated November 9, 2022 |
| 99.2* | Corporate Presentation dated November 9, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | The information in the press release attached as Exhibit 99.1 and the corporate presentation attached as Exhibit 99.2 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing. |
| --- | --- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Trulieve Cannabis Corp. | |
|---|---|
| By: | /s/ Eric Powers |
| Name: | Eric Powers |
| Title: | Chief Legal Officer |
Date: November 9, 2022
EX-99.1
Exhibit 99.1
Trulieve Reports Third Quarter 2022 Results and
Drives Forward Progress on Strategic Vision
| • | Revenue increased 34% year over year to $301 million with GAAP gross margin of 56%<br> |
|---|---|
| • | Industry leading U.S. retail network of 176 dispensaries, supported by over 4 millionsquare feet of cultivation and processing capacity |
| --- | --- |
| • | Capital, data, distribution and scaled capacity position Trulieve for Cannabis 2.0 |
| --- | --- |
Tallahassee, FL – November 9, 2022 – 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, 2022. 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 2022 Financial and Operational Highlights*
| • | Grew revenue by 34% year over year to $301 million, with 94% of revenue from retail sales.<br> |
|---|---|
| • | Achieved GAAP gross margin of 56%, with gross profit of $168 million. |
| --- | --- |
| • | Reported net loss of $115 million. Adjusted net income of $4 million* excludes $26 million of<br>transaction, acquisition, integration, and other non-recurring charges; $93 million in asset impairments, disposals and discontinued operations, primarily associated with the strategic repositioning away<br>from margin dilutive and cash flow negative assets through the closure of dispensaries in California, redundant cultivation in Florida and the exit of wholesale operations in Nevada. |
| --- | --- |
| • | Generated adjusted EBITDA of $99 million*, or 33% margin. |
| --- | --- |
| • | Ended the third quarter with $114 million in cash. |
| --- | --- |
| • | Invested $38 million in capital expenditures. Expect significant decline in supply chain investments in 2023<br>following a multi-year investment cycle to support future growth. |
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| • | Coordinated response efforts for Hurricane Ian. Deployed mobile tech and operational teams to deliver supplies<br>and donations, assist recovery efforts, and restore operations. |
| --- | --- |
| • | Expanded market leading retail positions in Arizona, Florida, and West Virginia, with 11 new dispensary openings,<br>including the first Trulieve branded store in Arizona, in the Roosevelt Row neighborhood of Phoenix. |
| --- | --- |
| • | Increased utilization at new indoor 750K square foot cultivation facility in Florida, allowing for lower<br>production costs and banking of legacy capacity for future use. |
| --- | --- |
| • | Commenced cultivation operations in Georgia to support production of low THC oil products for retail launch in<br>early 2023. |
| --- | --- |
| • | Rolled out customer data platform in Arizona and Pennsylvania while deepening capabilities in Florida. Continue<br>to refine our digital customer journey using AI driven technology and integrated commerce capabilities. |
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| • | Contributed to the Smart and Safe Florida campaign, which aims to legalize adult use marijuana in Florida through<br>a ballot initiative in November 2024. |
| --- | --- |
| * | See “Non-GAAP Financial Measures” below for additional<br>information and a reconciliation to GAAP for all Non-GAAP metrics. |
| --- | --- |
Recent Developments
| • | Launched Khalifa Kush Cannabis products exclusively in Florida at Trulieve dispensaries in October.<br> |
|---|---|
| • | Expanded retail network in core markets with two new dispensaries in Arizona and Florida. |
| --- | --- |
| • | Rebranded Glendale, Arizona dispensary. Plan to rebrand additional Arizona locations ahead of peak tourism and<br>sporting events in February and March 2023. |
| --- | --- |
| • | Awarded cannabis cultivation license in Connecticut which allows for two additional dispensaries.<br> |
| --- | --- |
| • | Currently operate 178 retail dispensaries and over 4 million square feet of cultivation and processing<br>capacity in the United States. |
| --- | --- |
Management Commentary
“Our team demonstrated tremendous flexibility and cross functional capabilities during the third quarter” said Kim Rivers, Trulieve CEO. “We navigated macroeconomic pressure, changes to dosing limits in our core state of Florida, and the impact of Hurricane Ian while making further progress streamlining the organization.”
Rivers continued, “U.S. cannabis has significant white space ahead, with many states yet to implement medical or adult use programs and a growing appetite for substantive federal reform. Trulieve has been preparing for this next phase of industry evolution for years, building our regional hub strategy, scaling cutting edge cultivation and manufacturing capacity, expanding our leading retail platform, investing in data technology and perfecting the customer journey.”
Outlook
We anticipate fourth quarter results will be influenced by holiday retail performance and promotional activity across core markets during the latter half of the quarter. Based on our performance year to date and current trends, we are targeting the low end of 2022 guidance of $1.25 billion to $1.3 billion in revenue and $415 million to $450 million in Adjusted EBITDA.
Financial Highlights*
| Results of Operations | For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Figures in millions and %<br><br><br>change based on these<br><br><br>figures) | September 30,<br>2022 | September 30,2021 | change | June 30,2022 | change | September 30,2022 | September 30,2021 | change | ||||||||||||||||
| Revenue | $ | 301 | $ | 224 | 34 | % | $ | 319 | -6 | % | $ | 938 | $ | 633 | 48 | % | ||||||||
| Gross Profit | $ | 168 | $ | 154 | 9 | % | $ | 184 | -9 | % | $ | 532 | $ | 434 | 23 | % | ||||||||
| Gross Margin % | 56 | % | 69 | % | 58 | % | 57 | % | 69 | % | ||||||||||||||
| Adjusted Gross Profit | $ | 172 | $ | 155 | 11 | % | $ | 184 | -6 | % | $ | 541 | $ | 441 | 23 | % | ||||||||
| Adjusted Gross Margin % | 57 | % | 69 | % | 58 | % | 58 | % | 70 | % | ||||||||||||||
| Operating Expenses | $ | 196 | $ | 88 | 123 | % | $ | 143 | 37 | % | $ | 488 | $ | 219 | 123 | % | ||||||||
| Operating Expenses % | 65 | % | 39 | % | 45 | % | 52 | % | 35 | % | ||||||||||||||
| Net Income (Loss)** | $ | (115 | ) | $ | 19 | — | $ | (22 | ) | — | $ | (169 | ) | $ | 90 | — | ||||||||
| Net Income (Loss) Continuing Ops | $ | (77 | ) | $ | 19 | — | $ | (22 | ) | — | $ | (129 | ) | $ | 90 | — | ||||||||
| Adjusted Net Income (Loss) | $ | 4 | $ | 36 | -90 | % | $ | (1 | ) | — | $ | 5 | $ | 122 | — | |||||||||
| Diluted Shares Outstanding | 189 | 137 | 187 | 188 | 131 | |||||||||||||||||||
| EPS Continuing Ops | $ | (0.41 | ) | $ | 0.14 | — | $ | (0.11 | ) | — | $ | (0.68 | ) | $ | 0.68 | — | ||||||||
| Adjusted EPS | $ | 0.02 | $ | 0.26 | -92 | % | $ | 0.00 | — | $ | 0.03 | $ | 0.91 | — | ||||||||||
| Adjusted EBITDA | $ | 99 | $ | 98 | 1 | % | $ | 111 | -11 | % | $ | 315 | $ | 284 | 11 | % | ||||||||
| Adjusted EBITDA Margin % | 33 | % | 44 | % | 35 | % | 34 | % | 45 | % | ||||||||||||||
| * | See “Non-GAAP Financial Measures” below for additional<br>information and a reconciliation to GAAP for all Non-GAAP metrics. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| ** | Includes discontinued operations. | |||||||||||||||||||||||
| --- | --- |
Conference Call
The Company will host a conference call and live audio webcast on November 9, 2022, at 5:30 P.M. Eastern time, to discuss its third quarter 2022 financial results. Interested parties can join the conference call by dialing in as directed below. Please dial in 15 minutes prior to the call.
North American toll free: 1-888-254-3590
International: 1-786-789-4797
A live audio webcast of the conference call will be available at: https://app.webinar.net/xX6Q5JE71z3
A powerpoint presentation and archived replay of the webcast will be available at https://investors.trulieve.com/events-presentations
The Company’s Form 10-Q for the quarter ended September 30, 2022, will be available on the SEC’s website or at https://investors.trulieve.com/financial-information/quarterly-results. The Company’s Management Discussion and Analysis for the period and the accompanying financial statements and notes will be available under the Company’s profile on SEDAR and on its website at https://investors.trulieve.com/financial-information/quarterly-results. This news release is not in any way a substitute for reading those financial statements, including the notes to the financial statements.
Trulieve Cannabis Corp.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
| September 30,2022 | December 31,2021 | ||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | $ | 114,468 | $ | 230,085 | |
| Restricted cash | — | 3,013 | |||
| Accounts receivable, net | 11,309 | 8,563 | |||
| Inventories, net | 301,239 | 209,943 | |||
| Notes receivable - current portion | 715 | 1,530 | |||
| Prepaid expenses and other current assets | 62,068 | 68,145 | |||
| Assets associated with discontinued operations | 2,838 | 3,615 | |||
| Total current assets | 492,637 | 524,894 | |||
| Property and equipment, net | 795,506 | 779,413 | |||
| Right of use assets - operating, net | 100,864 | 111,723 | |||
| Right of use assets - finance, net | 75,305 | 66,764 | |||
| Intangible assets, net | 1,027,058 | 1,081,240 | |||
| Goodwill | 791,495 | 765,358 | |||
| Notes receivable, net | 12,059 | 12,147 | |||
| Other assets | 21,531 | 17,640 | |||
| Long-term assets associated with discontinued operations | 4,503 | 52,167 | |||
| TOTAL ASSETS | $ | 3,320,958 | $ | 3,411,346 | |
| LIABILITIES | |||||
| Current liabilities: | |||||
| Accounts payable and accrued liabilities | 87,773 | 93,801 | |||
| Income tax payable | 4,681 | 28,084 | |||
| Deferred revenue | 6,385 | 7,168 | |||
| Notes payable - current portion, net | 4,823 | 10,052 | |||
| Operating lease liabilities - current portion | 10,779 | 10,020 | |||
| Finance lease liabilities - current portion | 8,719 | 6,185 | |||
| Construction finance liabilities - current portion | 1,137 | 991 | |||
| Contingencies | 25,590 | 13,017 | |||
| Liabilities associated with discontinued operations | 390 | 92 | |||
| Total current liabilities | 150,277 | 169,410 | |||
| Long-term liabilities: | |||||
| Notes payable | 7,942 | 6,456 | |||
| Private placement notes, net | 540,301 | 462,929 | |||
| Warrant liabilities | 268 | 2,895 | |||
| Operating lease liabilities | 110,625 | 107,570 | |||
| Finance lease liabilities | 75,011 | 65,244 | |||
| Construction finance liabilities | 182,257 | 175,198 | |||
| Deferred tax liabilities | 220,206 | 241,882 | |||
| Other long-term liabilities | 8,616 | 8,400 | |||
| Long-term liabilities associated with discontinued operations | 14,575 | 23,989 | |||
| TOTAL LIABILITIES | 1,310,078 | 1,263,973 | |||
| Commitments and contingencies (see Note 22) | |||||
| SHAREHOLDERS’ EQUITY | |||||
| Common stock, no par value; unlimited shares authorized. 185,880,209 issued and outstanding as of<br>September 30, 2022 and 180,504,172 issued and outstanding as of December 31, 2021. | — | — | |||
| Additional<br>paid-in-capital | 2,041,748 | 2,008,100 | |||
| Accumulated (deficit) earnings | (31,299 | ) | 137,721 | ||
| Non-controlling interest | 431 | 1,552 | |||
| TOTAL SHAREHOLDERS’ EQUITY | 2,010,880 | 2,147,373 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 3,320,958 | $ | 3,411,346 |
Trulieve Cannabis Corp.
Condensed Consolidated Statements of Operations and
Comprehensive (Loss) Income (Unaudited)
(in thousands, except per share data)
| Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30,2021 | September 30,2022 | September 30,2021 | |||||||||
| Revenues, net of discounts | 300,793 | $ | 224,092 | $ | 937,612 | $ | 633,037 | ||||
| Cost of goods sold | 132,760 | 70,147 | 405,278 | 199,345 | |||||||
| Gross profit | 168,033 | 153,945 | 532,334 | 433,692 | |||||||
| Expenses: | |||||||||||
| Sales and marketing | 75,915 | 51,724 | 224,026 | 142,858 | |||||||
| General and administrative | 37,646 | 28,223 | 104,840 | 55,874 | |||||||
| Depreciation and amortization | 30,190 | 7,728 | 88,645 | 19,829 | |||||||
| Impairment and disposal of long-lived assets, net | 52,035 | (5 | ) | 70,151 | (5 | ) | |||||
| Total expenses | 195,786 | 87,670 | 487,662 | 218,556 | |||||||
| (Loss) Income from operations | (27,753 | ) | 66,275 | 44,672 | 215,136 | ||||||
| Other income (expense): | |||||||||||
| Interest expense, net | (19,264 | ) | (6,145 | ) | (56,815 | ) | (20,693 | ) | |||
| Change in fair value of derivative liabilities - warrants | 365 | — | 2,627 | — | |||||||
| Impairment and disposal of non-operating assets,<br>net | (2,604 | ) | — | (6,004 | ) | — | |||||
| Other income (expense), net | 448 | 89 | 3,016 | 385 | |||||||
| Total other expense | (21,055 | ) | (6,056 | ) | (57,176 | ) | (20,308 | ) | |||
| (Loss) Income before provision for income taxes | (48,808 | ) | 60,219 | (12,504 | ) | 194,828 | |||||
| Provision for income taxes | 28,199 | 41,603 | 116,742 | 105,254 | |||||||
| Net (loss) income from continuing operations and comprehensive (loss) income | (77,007 | ) | 18,616 | (129,246 | ) | 89,574 | |||||
| Net loss from discontinued operations, net of tax benefit of 12,981, -, 14,439, and -,<br>respectively | (38,065 | ) | — | (42,329 | ) | — | |||||
| Net (loss) income | (115,072 | ) | 18,616 | (171,575 | ) | 89,574 | |||||
| Less: Net loss and comprehensive loss attributable to<br>non-controlling interest from continuing operations | (518 | ) | — | (2,555 | ) | — | |||||
| Net (loss) income and comprehensive (loss) income attributable to common shareholders | (114,554 | ) | $ | 18,616 | $ | (169,020 | ) | $ | 89,574 | ||
| Net (loss) income per share - Continuing operations: | |||||||||||
| Basic | (0.41 | ) | $ | 0.15 | $ | (0.68 | ) | $ | 0.73 | ||
| Diluted | (0.41 | ) | $ | 0.14 | $ | (0.68 | ) | $ | 0.68 | ||
| Net loss per share - Discontinued operations: | |||||||||||
| Basic and diluted | (0.20 | ) | — | $ | (0.23 | ) | — | ||||
| Weighted average number of common shares used in computing net (loss) income per share: | |||||||||||
| Basic | 188,597,094 | 128,146,298 | 187,549,359 | 122,983,729 | |||||||
| Diluted | 188,597,094 | 136,909,266 | 187,549,359 | 130,927,083 |
All values are in US Dollars.
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we supplement our results with non-GAAP financial measures, including adjusted EBITDA, adjusted gross profit, adjusted net income (loss), adjusted net income (loss) per diluted share. Our management uses these non-GAAP financial measures in conjunction with GAAP financial measures to evaluate our operating results and financial performance. We believe these measures are useful to investors as they are widely used measures of performance and can facilitate comparison to other companies. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with GAAP financial performance measures. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found below. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.
Reconciliation of Non-GAAP Adjusted EBITDA
The following table presents a reconciliation of GAAP net income (loss) to non-GAAP Adjusted EBITDA, 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 30,2022 | September 30,2021 | June 30,2022 | September 30,2022 | September 30,2021 | ||||||||||
| Net Income (Loss) GAAP | $ | (114.6 | ) | $ | 18.6 | $ | (22.5 | ) | $ | (169.0 | ) | $ | 89.6 | ||
| Add (Deduct) Impact of: | |||||||||||||||
| Interest Expense, net | $ | 19.3 | $ | 6.1 | $ | 19.7 | $ | 56.8 | $ | 20.7 | |||||
| Provision For Income Taxes | $ | 28.2 | $ | 41.6 | $ | 45.4 | $ | 116.7 | $ | 105.3 | |||||
| Depreciation and Amortization | $ | 30.2 | $ | 7.7 | $ | 30.0 | $ | 88.6 | $ | 19.8 | |||||
| Depreciation in COGS | $ | 14.6 | $ | 5.7 | $ | 13.8 | $ | 39.1 | $ | 14.4 | |||||
| EBITDA | $ | (22.3 | ) | $ | 79.8 | $ | 86.4 | $ | 132.3 | $ | 249.7 | ||||
| Impairment and Disposal of Long-lived Assets, net | $ | 52.0 | $ | 0.0 | $ | 4.3 | $ | 70.2 | $ | 0.0 | |||||
| Results of Discontinued Operations | $ | 38.1 | $ | 0.0 | $ | 1.9 | $ | 42.3 | $ | 0.0 | |||||
| Acquisition and Transaction Costs | $ | 7.0 | $ | 11.1 | $ | 7.0 | $ | 17.2 | $ | 14.3 | |||||
| Integration and Transition Costs | $ | 6.7 | $ | 0.8 | $ | 5.1 | $ | 17.1 | $ | 2.7 | |||||
| Other Non-Recurring Costs | $ | 1.9 | $ | 0.2 | $ | 3.5 | $ | 11.6 | $ | 1.6 | |||||
| Share-Based Compensation and Related Premiums | $ | 4.3 | $ | 4.9 | $ | 5.7 | $ | 14.6 | $ | 6.4 | |||||
| Legislative Campaign Contributions | $ | 10.0 | $ | 0.0 | $ | 0.0 | $ | 10.0 | $ | 0.0 | |||||
| Impairment and Disposal of Non-Operating Assets,<br>net | $ | 2.6 | $ | 0.0 | $ | 0.7 | $ | 6.0 | $ | 0.0 | |||||
| Inventory Step Up Fair Value | $ | 0.0 | $ | 0.7 | $ | 0.6 | $ | 1.0 | $ | 3.2 | |||||
| Covid Related Expenses | $ | 0.2 | $ | 0.5 | $ | 0.2 | $ | 0.8 | $ | 6.0 | |||||
| Other Expense (Income), net | $ | (0.4 | ) | $ | (0.1 | ) | $ | (1.7 | ) | $ | (3.0 | ) | $ | (0.4 | ) |
| Fair Value of Derivative Liabilities - Warrants | $ | (0.4 | ) | $ | 0.0 | $ | (1.4 | ) | $ | (2.6 | ) | $ | 0.0 | ||
| Results of Entities Not Legally Controlled | $ | (0.9 | ) | $ | 0.0 | $ | (1.1 | ) | $ | (1.9 | ) | $ | 0.0 | ||
| Adjusted EBITDA Non-GAAP | $ | 98.8 | $ | 98.0 | $ | 111.3 | $ | 315.5 | $ | 283.7 |
Reconciliation of Non-GAAP Adjusted Gross Profit
The following table presents a reconciliation of GAAP gross profit to non-GAAP adjusted gross profit, for each of the periods presented:
| For the Three Months Ended | For the Nine Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in millions of United States dollars) | September 30,2022 | September 30,2021 | June 30,2022 | September 30,2022 | September 30,2021 | ||||||||||
| Gross Profit GAAP | $ | 168.0 | $ | 153.9 | $ | 183.8 | $ | 532.3 | $ | 433.7 | |||||
| Gross Margin % GAAP | 56 | % | 69 | % | 58 | % | 57 | % | 69 | % | |||||
| Add (Deduct) Impact of: | |||||||||||||||
| Inventory Step Up Fair Value | $ | 0.0 | $ | 0.7 | $ | 0.6 | $ | 1.0 | $ | 3.2 | |||||
| Transaction, Acquisition, and Integration Costs | $ | 3.8 | $ | 0.4 | $ | (0.8 | ) | $ | 7.4 | $ | 3.9 | ||||
| Adjusted Gross Profit Non-GAAP | $ | 171.9 | $ | 155.0 | $ | 183.7 | $ | 540.8 | $ | 440.8 | |||||
| Adjusted Gross Margin % Non-GAAP | 57 | % | 69 | % | 58 | % | 58 | % | 70 | % |
Reconciliation of Non-GAAP Adjusted Net Income
The following table presents a reconciliation of GAAP net income (loss) to non-GAAP adjusted net income, for each of the periods presented:
| For the Three Months Ended | For the Nine Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in millions of United States dollars) | September 30,2022 | September 30,2021 | June 30,2022 | September 30,2022 | September 30,2021 | ||||||||
| Net Income (Loss) GAAP | $ | (114.6 | ) | $ | 18.6 | $ | (22.5 | ) | $ | (169.0 | ) | $ | 89.6 |
| Add (Deduct) Impact of: | |||||||||||||
| Share-Based Compensation Related Premiums | $ | 0.0 | $ | 4.2 | $ | 0.0 | $ | 0.0 | $ | 4.2 | |||
| Fair Value of Derivative Liabilities - Warrants | $ | (0.4 | ) | $ | 0.0 | $ | (1.4 | ) | $ | (2.6 | ) | $ | 0.0 |
| Inventory Step Up Fair Value | $ | 0.0 | $ | 0.7 | $ | 0.6 | $ | 1.0 | $ | 3.2 | |||
| Transaction, Acquisition, and Integration Costs | $ | 25.5 | $ | 12.2 | $ | 15.6 | $ | 55.9 | $ | 18.7 | |||
| Covid Related Expenses | $ | 0.2 | $ | 0.5 | $ | 0.2 | $ | 0.8 | $ | 6.0 | |||
| Impairment and Disposal of Non-Operating Assets,<br>net | $ | 2.6 | $ | 0.0 | $ | 0.7 | $ | 6.0 | $ | 0.0 | |||
| Impairment and Disposal of Long-lived Assets, net | $ | 52.0 | $ | 0.0 | $ | 4.3 | $ | 70.2 | $ | 0.0 | |||
| Results of Discontinued Operations | 38.1 | $ | 0.0 | $ | 1.9 | $ | 42.3 | $ | 0.0 | ||||
| Adjusted Net Income (Loss) Non-GAAP | $ | 3.5 | $ | 36.2 | $ | (0.6 | ) | $ | 4.6 | $ | 121.7 |
Reconciliation of Non-GAAP Adjusted Earnings Per Share
The following table presents a reconciliation of GAAP earnings (loss) per share to non-GAAP adjusted earnings per share, for each of the periods presented:
| For the Three Months Ended | For the Nine Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in millions of United States dollars) | September 30,2022 | September 30,2021 | June 30,2022 | September 30,2022 | September 30,2021 | ||||||||
| Earnings (Loss) Per Share GAAP | $ | (0.61 | ) | $ | 0.14 | $ | (0.12 | ) | $ | (0.90 | ) | $ | 0.68 |
| Add (Deduct) Impact of: | |||||||||||||
| Share-Based Compensation Related Premiums | $ | 0.00 | $ | 0.03 | $ | 0.00 | $ | 0.00 | $ | 0.03 | |||
| Fair Value of Derivative Liabilities - Warrants | $ | (0.00 | ) | $ | 0.00 | $ | (0.01 | ) | $ | (0.01 | ) | $ | 0.00 |
| Inventory Step Up Fair Value | $ | 0.00 | $ | 0.01 | $ | 0.00 | $ | 0.01 | $ | 0.02 | |||
| Transaction, Acquisition, and Integration Costs | $ | 0.14 | $ | 0.09 | $ | 0.08 | $ | 0.30 | $ | 0.14 | |||
| Covid Related Expenses | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.05 | |||
| Impairment and Disposal of Non-Operating Assets,<br>net | $ | 0.01 | $ | 0.00 | $ | 0.00 | $ | 0.03 | $ | 0.00 | |||
| Impairment and Disposal of Long-lived Assets, net | $ | 0.28 | $ | 0.00 | $ | 0.02 | $ | 0.37 | $ | 0.00 | |||
| Results of Discontinued Operations | $ | 0.20 | $ | 0.00 | $ | 0.01 | $ | 0.23 | $ | 0.00 | |||
| Adjusted Earnings Per Share Non-GAAP | $ | 0.02 | $ | 0.27 | $ | 0.00 | $ | 0.03 | $ | 0.93 |
Forward-Looking Statements
This news release includes forward-looking information and statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the Company’s expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the Company’s expected revenue and adjusted EBITDA for fiscal 2022, its plans for streamlining operations and navigating short term headwinds, and its beliefs as to its positioning for cannabis 2.0. Words such as “expects”, “continue”, “will”, “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the Company’s current projections and expectations about future events and financial trends that management believes might affect its financial condition, results of operations, business strategy and financial needs, and on certain assumptions and analysis made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including, without limitation, the risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 and in our periodic reports subsequently filed with the United Sates Securities and Exchange Commission and in the Company’s filings on SEDAR at www.sedar.com. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking
information and statements. Any forward-looking information and statements herein are made as of the date hereof and, except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise.
About Trulieve
Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S., with established hubs in the Northeast, Southeast, and Southwest, anchored by leading market positions in Arizona, Florida, and Pennsylvania. Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com.
Facebook: @Trulieve
Instagram: @Trulieve
Twitter: @Trulieve
Investor Contact
Christine Hersey, Executive Director of Investor Relations
+1 (424) 202-0210
Christine.Hersey@Trulieve.com
Media Contact
Rob Kremer, Executive Director of Corporate Communications
+1 (404) 218-3077
Robert.Kremer@Trulieve.com
EX-99.2
Third Quarter 2022 Investor Presentation / November 2022 CSE: TRUL OTCQX: TCNNF Exhibit 99.2
Forward Looking Statements and Industry Data Unless the context otherwise requires, the terms “Trulieve,” “we,” “us” and “our” in this presentation refer to Trulieve Cannabis Corp. and its subsidiaries. Certain statements in this presentation constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation (collectively herein referred to as “forward-looking statements”), which can often be identified by words such as “will”, “may”, “estimate”, “expect”, “plan”, “project”, “intend”, “anticipate” and other words indicating that the statements are forward-looking. These forward-looking statements relate to Trulieve’s expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding Trulieve’s expected revenue and adjusted EBITDA for fiscal 2022, its plans for expansion, potential acquisitions and expansion of the Company’s operations. Such forward-looking statements are expectations only and are subject to known and unknown risks, uncertainties and other important factors, including, but not limited to, risk factors included in this presentation, that could cause the Company’s actual results, performance or achievements or industry results to differ materially from any future results, performance or achievements implied by such forward-looking statements. Such risks and uncertainties include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing state, local or other licenses; engaging in activities which currently are illegal under United States federal law and the uncertainty of existing protection from United States federal or other prosecution; regulatory or political change such as changes in applicable laws and regulations, including United States state-law legalization, particularly in Florida, due to inconsistent public opinion, perception of the medical-use and adult-use cannabis industry, bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; reliance on management; and the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Although it may voluntarily do so from time to time, the Company undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Unless otherwise noted, the forecasted industry and market data contained herein are based upon management estimates and industry and market publications and surveys. The information from industry and market publications has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. The Company has not independently verified any of the data from third-party sources, nor has the Company ascertained the underlying economic assumptions relied upon therein. While such information is believed to be reliable for the purposes used herein, the Company makes no representation or warranty with respect to the accuracy of such information. Please note: MARIJUANA IS ILLEGAL UNDER U.S. FEDERAL LAW, including its consumption, possession, cultivation, distribution, manufacturing, dispensing, and possession with intent to distribute. Forward-looking statements made in this document are made only as of the date of their initial publication, and the Company undertakes no obligation to publicly update any of these forward-looking statements as actual events unfold.
Management’s Use of Non-GAAP Financial Measures In addition to our results determined in accordance with GAAP, we supplement our results with non-GAAP financial measures, including adjusted gross profit, adjusted net income, adjusted earnings per share, and adjusted EBITDA. Our management uses these non-GAAP financial measures in conjunction with GAAP financial measures to evaluate our operating results and financial performance. We believe these measures are useful to investors as they are widely used measures of performance and can facilitate comparison to other companies. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with GAAP financial performance measures. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found below. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.
Agenda Third Quarter 2022 Financial Highlights Retail Highlights Third Quarter 2022 Operational Highlights Financial Outlook Recent Developments Financial Results
Third Quarter 2022 Financial Highlights* Revenue increased 34% year-over-year and declined 6% sequentially to $301 million Gross profit of $168 million and gross margin of 56% in the third quarter compared to gross profit of $184 million and gross margin of 58% in the second quarter Net loss of $115 million** Adjusted net income of $4 million excludes: $26 million transaction, acquisition, integration, and other non-recurring charges $93 million in asset impairments, disposals and discontinued operations, primarily associated with the strategic repositioning away from margin dilutive and cash flow negative assets through the closure of dispensaries in California, redundant cultivation in Florida and the exit of wholesale operations in Nevada Adjusted EBITDA of $99 million, or 33% of revenue Cash at quarter end of $114 million *Adjusted net income and Adjusted EBITDA are Non-GAAP financial measures. See slides 14-16 for reconciliation to GAAP for all Non-GAAP financial measures. Numbers may not sum perfectly due to rounding. **Includes discontinued operations.
Retail Highlights Retail revenue decreased 5% sequentially to $284 million, 94% of revenue Florida revenue was impacted by lower net patient growth, rolling dosing limits, and Hurricane Ian Arizona traffic and revenue declined sequentially increased pricing pressure third quarter is seasonally slower depleted legacy inventory Pennsylvania retail revenue increased internally produced product sales almost doubled versus q1:22 higher sales of mid and value tier products
Third Quarter 2022 Operational Highlights Coordinated response and recovery efforts for Hurricane Ian. Deployed mobile tech and operational teams to deliver supplies and donations, assist recovery efforts, and restore operations Trulieve opened 11 new dispensaries in Phoenix and Tucson, Arizona, Apopka, Auburndale, Coral Springs, Hollywood, and Kissimmee, Florida; and Belle, Hurricane, Milton, and Morgantown, West Virginia Relocated one dispensary in Edgewater, Florida Closed two dispensaries in Palm Springs, CA permanently and closed one dispensary in King of Prussia, Pennsylvania for relocation next year Increased utilization at new indoor 750K square foot cultivation facility in Florida Produced 9 million finished goods units in q3:22 compared to 10 million in q2:22 Reduced plant count in Florida by 27% compared to q2:22 Commenced cultivation operations in Georgia to support retail launch in early 2023 Rolled out customer data platform in Arizona and Pennsylvania while deepening capabilities in Florida Contributed to the Smart and Safe Florida campaign, which aims to legalize adult use marijuana in Florida through a ballot initiative in November 2024
Financial Outlook Fourth Quarter Results Key Drivers: Holiday retail performance Promotional activity Sell through of inventory and branded products Ramp of 750K square foot indoor cultivation Wholesale performance Targeting Low End of Full Year 2022 Guidance: Revenue of $1.25 billion to $1.3 billion Adjusted EBITDA* of $415 million to $450 million Open 25-30 new dispensaries, relocate up to 6 dispensaries in Florida Financial Position: $114 million in cash as of September 30, 2022 Q4:22 capital expenditures expected to be lower than q3:22 $38 million capex Expect positive operating cash flow in q4:22 and free cash flow in 2023 *Adjusted EBITDA is a Non-GAAP financial measure. See slides 14-16 for reconciliation to GAAP for all Non-GAAP financial measures.
Recent Developments Launched Khalifa Kush Cannabis in Florida through exclusive partnership in October Trulieve opened 2 new dispensaries in in Sierra Vista, Arizona, and Land O’ Lakes, Florida Rebranded Glendale, Arizona dispensary and plan to rebrand additional Arizona locations Awarded cannabis cultivation license in Connecticut, allows for two additional dispensaries Operate 178 retail dispensaries and >4 million square feet of cultivation and processing capacity as of November 9, 2022
Financials
Financial Notes Transaction and non-recurring charges $26 million transaction, acquisition, integration, and other non-recurring charges includes $10 million contribution to FL ballot initiative campaign includes $5 million earnout expense for acquired cultivation capacity in Arizona Asset impairments and disposals $55 million in asset impairments and disposals associated with the closing of redundant cultivation facilities in Florida, underperforming retail assets in California, dispensary relocation in Pennsylvania, and redundant office space in Florida Discontinued operations $38 million loss from discontinued wholesale operations in Nevada Tax provision in q3:22 was $28 million due to one-time adjustment one-time adjustment to tax treatment of management fees tax provision expected to be inline with historical quarters moving forward paid cash taxes of $57 million during q3:22 and $162 million year to date
Financial Highlights* *Adjusted Gross Profit, Adjusted Net Income, Adjusted EPS and Adjusted EBITDA are Non-GAAP financial measures. See slides 14-16 for reconciliation to GAAP for all Non-GAAP financial measures. **Includes discontinued operations. INCOME STATEMENT HIGHLIGHTS (USD millions) Q3:22 Q2:22 Q1:22 Q4:21 Q3:21 Q2:21 Q1:21 Revenue 300.8 319.1 317.7 304.9 224.1 215.1 193.8 Gross Profit 168.0 183.8 180.5 134.1 153.9 144.5 135.3 Gross Margin 55.9% 57.6% 56.8% 44.0% 68.7% 67.2% 69.8% Adjusted Gross Profit 171.9 183.7 185.3 180.6 155.0 146.7 139.0 Adjusted Gross Margin 57.1% 57.6% 58.3% 59.2% 69.2% 68.2% 71.7% SG&A 113.6 108.9 106.4 116.9 79.9 61.5 57.3 SG&A as % Revenue 37.8% 34.1% 33.5% 38.3% 35.7% 28.6% 29.5% Adjusted SG&A 92.0 91.9 95.1 96.4 67.6 57.6 52.6 Adjusted SG&A as % Revenue 30.6% 28.8% 29.9% 31.6% 30.2% 26.8% 27.2% Depreciation and Amortization 30.2 30.0 28.4 27.4 7.7 6.7 5.4 Net Income (Loss)** (114.6) (22.5) (32.0) (71.5) 18.6 40.9 30.1 Net Income (Loss) Continuing Operations (77.0) (22.1) (30.1) (70.9) 18.6 40.9 30.1 Adjusted Net Income 3.5 (0.6) 1.7 0.8 36.2 47.0 38.5 EPS** (0.61) (0.12) (0.16) (0.49) 0.14 0.31 0.24 EPS Continuing Operations (0.41) (0.11) (0.16) (0.48) 0.14 0.31 0.24 Adjusted EPS 0.02 0.00 0.01 0.01 0.26 0.35 0.30 Adjusted EBITDA 98.8 111.3 105.4 100.9 98.0 94.9 90.8 Adjusted EBITDA Margin 32.8% 34.9% 33.2% 33.1% 43.7% 44.1% 46.8%
Financial Highlights
Reconciliation of Non-GAAP Financial Measures Net Income (Loss) GAAP $ (114.6) $ 18.6 $ (22.5) $ (169.0) $ 89.6 Add (Deduct) Impact of: Interest Expense, net $ 19.3 $ 6.1 $ 19.7 $ 56.8 $ 20.7 Provision For Income Taxes $ 28.2 $ 41.6 $ 45.4 $ 116.7 $ 105.3 Depreciation and Amortization $ 30.2 $ 7.7 $ 30.0 $ 88.6 $ 19.8 Depreciation in COGS $ 14.6 $ 5.7 $ 13.8 $ 39.1 $ 14.4 EBITDA $ (22.3) $ 79.8 $ 86.4 $ 132.3 $ 249.7 Impairment and Disposal of Long-lived Assets $ 52.0 $ 0.0 $ 4.3 $ 70.2 $ 0.0 Results of Discontinued Operations $ 38.1 $ 0.0 $ 1.9 $ 42.3 $ 0.0 Acquisition and Transaction Costs $ 7.0 $ 11.1 $ 7.0 $ 17.2 $ 14.3 Integration and Transition Costs $ 6.7 $ 0.8 $ 5.1 $ 17.1 $ 2.7 Other Non-Recurring Expenses $ 1.9 $ 0.2 $ 3.5 $ 11.6 $ 1.6 Share-Based Compensation $ 4.3 $ 4.9 $ 5.7 $ 14.6 $ 6.4 Legislative Campaign Contributions $ 10.0 $ 0.0 $ 0.0 $ 10.0 $ 0.0 Impairment and Disposal of Non-Operating Assets $ 2.6 $ 0.0 $ 0.7 $ 6.0 $ 0.0 Inventory Step Up Fair Value $ 0.0 $ 0.7 $ 0.6 $ 1.0 $ 3.2 Covid Related Expenses $ 0.2 $ 0.5 $ 0.2 $ 0.8 $ 6.0 Other Expense (Income), net $ (0.4) $ (0.1) $ (1.7) $ (3.0) $ (0.4) Fair Value of Derivative Liabilities - Warrants $ (0.4) $ 0.0 $ (1.4) $ (2.6) $ 0.0 Non-Controlling Interest $ (0.9) $ 0.0 $ (1.1) $ (1.9) $ 0.0 Adjusted EBITDA Non-GAAP $ 98.8 $ 98.0 $ 111.3 $ 315.5 $ 283.7 For the Nine Months Ended September 30, 2022 September 30, 2021 (Amounts expressed in millions of United States dollars) September 30, 2022 September 30, 2021 June 30, 2022 For the Three Months Ended
Reconciliation of Non-GAAP Financial Measures Gross Profit GAAP $ 168.0 $ 153.9 $ 183.8 $ 532.3 $ 433.7 Gross Margin % GAAP 56% 69% 58% 57% 69% Add (Deduct) Impact of: Inventory Step Up Fair Value $ 0.0 $ 0.7 $ 0.6 $ 1.0 $ 3.2 Transaction, Acquisition, and Integration Costs $ 3.8 $ 0.4 $ (0.8) $ 7.4 $ 3.9 Adjusted Gross Profit Non-GAAP $ 171.9 $ 155.0 $ 183.7 $ 540.8 $ 440.8 Adjusted Gross Margin % Non-GAAP 57% 69% 58% 58% 70% (Amounts expressed in millions of United States dollars) September 30, 2022 September 30, 2021 June 30, 2022 For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2021
Reconciliation of Non-GAAP Financial Measures Net Income (Loss) GAAP $ (114.6) $ 18.6 $ (22.5) $ (169.0) $ 89.6 Add (Deduct) Impact of: Share-Based Compensation Related Premiums $ 0.0 $ 4.2 $ 0.0 $ 0.0 $ 4.2 Warrant Liability Adjustment $ (0.4) $ 0.0 $ (1.4) $ (2.6) $ 0.0 Inventory Step Up Fair Value $ 0.0 $ 0.7 $ 0.6 $ 1.0 $ 3.2 Transaction, Acquisition, and Integration Costs $ 25.5 $ 12.2 $ 15.6 $ 55.9 $ 18.7 Covid Related Expenses $ 0.2 $ 0.5 $ 0.2 $ 0.8 $ 6.0 Divestment and Sale of Non-Operating Assets $ 2.6 $ 0.0 $ 0.7 $ 6.0 $ 0.0 Impairment and Disposal of Long-lived Assets $ 52.0 $ 0.0 $ 4.3 $ 70.2 $ 0.0 Results of Discontinued Operations $ 38.1 $ 0.0 $ 1.9 $ 42.3 $ 0.0 Adjusted Net Income Non-GAAP $ 3.5 $ 36.2 $ (0.6) $ 4.6 $ 121.7 (Amounts expressed in millions of United States dollars) September 30, 2022 September 30, 2021 June 30, 2022 For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2021 Earnings (Loss) Per Share GAAP $ (0.61) $ 0.14 $ (0.12) $ (0.90) $ 0.68 Add (Deduct) Impact of: Share-Based Compensation Related Premiums $ 0.00 $ 0.03 $ 0.00 $ 0.00 $ 0.03 Warrant Liability Adjustment $ (0.00) $ 0.00 $ (0.01) $ (0.01) $ 0.00 Inventory Step Up Fair Value $ 0.00 $ 0.01 $ 0.00 $ 0.01 $ 0.02 Transaction, Acquisition, and Integration Costs $ 0.14 $ 0.09 $ 0.08 $ 0.30 $ 0.14 Covid Related Expenses $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.05 Divestment and Sale of Non-Operating Assets $ 0.01 $ 0.00 $ 0.00 $ 0.03 $ 0.00 Impairment and Disposal of Long-lived Assets $ 0.28 $ 0.00 $ 0.02 $ 0.37 $ 0.00 Results of Discontinued Operations $ 0.20 $ 0.00 $ 0.01 $ 0.23 $ 0.00 Adjusted Earnings Per Share Non-GAAP $ 0.02 $ 0.27 $ 0.00 $ 0.03 $ 0.93 (Amounts expressed in millions of United States dollars) September 30, 2022 September 30, 2021 June 30, 2022 For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2021
Regional Hubs: Cultivation, Processing, Retail Capacity FL CA MA PA AZ MD WV AZ CO CT GA 178 Stores As of November 9, 2022 All stores owned, operated, or affiliated >4.0 M ft2 Cultivation & Processing As of September 30, 2022 Operational Arizona California Colorado Connecticut Florida Maryland Massachusetts Pennsylvania West Virginia Pre-Revenue Georgia Ohio SOUTHWEST 23 stores >0.4M ft2 cultivation & processing NORTHEAST 34 stores >0.5M ft2 cultivation & processing SOUTHEAST 121 stores >3.1M ft2 cultivation & processing OH
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