Trulieve Cannabis Corp 8-K, filed May 7, 2025
Trulieve Cannabis Corp. (TRLV)
8-K
2025-05-07
For: 2025-05-07
View Original
Added on
April 04, 2026
About this 8-K
Trulieve Cannabis Corp filed this 8-K on May 7, 2025.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): May 7, 2025
___________________
(Exact Name of Registrant as specified in its charter)
___________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices and zip code)
(
(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 Symbol(s) | Name of each exchange 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 o
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. o
Item 2.02 Results of Operations and Financial Condition.
On May 7, 2025, Trulieve Cannabis Corp. (the “Company”) announced via press release its results for the first quarter ended March 31, 2025. 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 May 7, 2025, 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 No. | Description | |||||||
| 99.1* | ||||||||
| 99.2* | ||||||||
| 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: May 7, 2025
Exhibit 99.1
Trulieve Reports First Quarter 2025 Results
Demonstrating Core Business Strength
•First quarter revenue of $298 million, with 62% gross margin | ||
•Cash flow from operations of $51 million and free cash flow of $34 million* | ||
•4/20 holiday season units sold and traffic increased 20% and 9%, respectively, year over year | ||
Tallahassee, FL – May 7, 2025 – Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) (“Trulieve” or “the Company”), a leading and top-performing cannabis company in the U.S., today announced its results for the quarter ended March 31, 2025. Results are reported in U.S. dollars and in accordance with U.S. Generally Accepted Accounting Principles unless otherwise indicated. Numbers may not sum perfectly due to rounding.
Q1 2025 Financial and Operational Highlights*
•Revenue of $298 million increased slightly year over year, with 95% of revenue from retail sales.
•Achieved gross margin of 62% versus 58% last year, with GAAP gross profit of $183 million.
•Reported net loss attributable to common shareholders of $33 million. Adjusted net loss of $3 million* excludes non-recurring charges, asset impairments, disposals and discontinued operations.
•Achieved adjusted EBITDA of $109 million*, or 37% of revenue, up 3% year over year.
•Generated cash flow from operations of $51 million and free cash flow of $34 million*.
•Cash at quarter end was $329 million.
•Rewards program members reached over 625,000 members as of March 31, 2025. Loyalty members accounted for 68% of transactions during the first quarter.
•Launched Onward, a premium, non-alcoholic THC beverage available for purchase by consumers 21 years and older at select retail locations in Florida or ordered via DrinkOnward.com for direct shipment to 36 states.
•Opened six dispensaries in Maricopa, Arizona; Middleburg, North Miami Beach, and Palm Coast, Florida; and Columbus and Zanesville, Ohio. Relocated one dispensary to Lancaster, Pennsylvania.
*See “Non-GAAP Financial Measures” below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.
Recent Developments
•4/20 holiday season units sold and traffic increased 20% and 9%, respectively versus last year.
•Opened one new retail location in St. Petersburg, Florida.
•Currently operate 229 retail dispensaries and over four million square feet of cultivation and processing capacity in the United States.
Management Commentary
“Strong margins and cash flow achieved in the first quarter clearly demonstrate our commitment to operational excellence,” said Kim Rivers, Trulieve CEO. “With our loyal customer base, branded products, and efforts to drive cannabis reform, Trulieve stands out as an industry leader.”
Financial Highlights*
| Results of Operations | For the Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| (Figures in millions except per share data) | March 31, 2025 | March 31, 2024 | % Better / (Worse) | December 31, 2024 | % Better / (Worse) | |||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 298 | $ | 298 | —% | $ | 301 | (1%) | ||||||||||||||||||||||||||||||||||||
| Gross profit | $ | 183 | $ | 174 | 5% | $ | 187 | (2%) | ||||||||||||||||||||||||||||||||||||
| Gross margin % | 62% | 58% | 62% | |||||||||||||||||||||||||||||||||||||||||
| Operating expenses | $ | 150 | $ | 128 | (17%) | $ | 186 | 19% | ||||||||||||||||||||||||||||||||||||
| Operating expenses % | 50% | 43% | 62% | |||||||||||||||||||||||||||||||||||||||||
| Net loss** | $ | (33) | $ | (23) | (42%) | $ | (60) | 45% | ||||||||||||||||||||||||||||||||||||
| Net loss continuing operations | $ | (32) | $ | (23) | (37%) | $ | (60) | 47% | ||||||||||||||||||||||||||||||||||||
| Adjusted net (loss) income | $ | (3) | $ | (10) | 67% | $ | 3 | NMF | ||||||||||||||||||||||||||||||||||||
| Basic and diluted shares outstanding | 191 | 189 | 190 | |||||||||||||||||||||||||||||||||||||||||
| EPS continuing operations | $ | (0.16) | $ | (0.16) | (1%) | $ | (0.26) | 37% | ||||||||||||||||||||||||||||||||||||
| Adjusted EPS | $ | (0.02) | $ | (0.05) | 67% | $ | 0.02 | NMF | ||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 109 | $ | 106 | 3% | $ | 111 | (2%) | ||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA Margin % | 37% | 36% | 37% | |||||||||||||||||||||||||||||||||||||||||
NMF - No Meaningful Figure
*See “Non-GAAP Financial Measures” below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.
**Net loss attributable to common shareholders which excludes non-controlling interest.
Conference Call
The Company will host a conference call and live audio webcast on May 7, 2025, at 8:30 A.M. Eastern time, to discuss its first quarter 2025 financial results. Interested parties can join the conference call by dialing in as directed below. Please dial in 15 minutes prior to the call.
| North American toll free: 1-844-824-3830 | Passcode: 4932405 | |||||||
| International: 1-412-542-4136 | Passcode: 4932405 | |||||||
A live audio webcast of the conference call will be available at:
Trulieve First Quarter 2025 Results Call
A powerpoint presentation and archived replay of the webcast will be available at:
https://investors.trulieve.com/events
The Company’s Form 10-Q for the quarter ended March 31, 2025, will be available on the SEC’s website or at https://investors.trulieve.com/quarterly-results. The Company’s Management Discussion and Analysis for the period and the accompanying financial statements and notes will be available under the Company’s profile on https://www.sedarplus.ca/landingpage/ and on its website at https://investors.trulieve.com/quarterly-results. This news release is not in any way a substitute for reading those financial statements, including the notes to the financial statements.
Trulieve Cannabis Corp.
Condensed Consolidated Balance Sheets (Unaudited)
(in millions, except for share data)
| March 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | 328.5 | $ | 238.8 | |||||||
| Short-term investments | — | 60.4 | |||||||||
| Restricted cash | 0.9 | 0.9 | |||||||||
| Accounts receivable, net | 10.3 | 8.3 | |||||||||
| Inventories | 239.3 | 231.4 | |||||||||
| Income tax receivable | 8.6 | 10.0 | |||||||||
| Prepaid expenses | 24.2 | 23.0 | |||||||||
| Other current assets | 32.3 | 26.2 | |||||||||
| Notes receivable - current portion, net | 4.5 | 4.8 | |||||||||
| Assets associated with discontinued operations | 0.9 | 0.9 | |||||||||
| Total current assets | 649.4 | 604.6 | |||||||||
| Property and equipment, net | 710.1 | 716.1 | |||||||||
| Right of use assets - operating, net | 117.0 | 119.5 | |||||||||
| Right of use assets - finance, net | 64.4 | 64.4 | |||||||||
| Intangible assets, net | 848.8 | 859.5 | |||||||||
| Goodwill | 483.9 | 483.9 | |||||||||
| Notes receivable, net | 0.5 | 0.5 | |||||||||
| Other assets | 11.5 | 19.8 | |||||||||
| Long-term assets associated with discontinued operations | 2.0 | 2.0 | |||||||||
| TOTAL ASSETS | $ | 2,887.6 | $ | 2,870.3 | |||||||
| LIABILITIES | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | 91.1 | $ | 94.0 | |||||||
| Deferred revenue | 8.7 | 8.0 | |||||||||
| Notes payable - current portion | 3.5 | 3.4 | |||||||||
| Operating lease liabilities - current portion | 12.3 | 12.1 | |||||||||
| Finance lease liabilities - current portion | 9.9 | 9.5 | |||||||||
| Construction finance liabilities - current portion | 2.0 | 1.9 | |||||||||
| Contingencies | 5.6 | 6.3 | |||||||||
| Liabilities associated with discontinued operations | 3.4 | 3.1 | |||||||||
| Total current liabilities | 136.7 | 138.5 | |||||||||
| Long-Term Liabilities: | |||||||||||
| Private placement notes, net | 365.3 | 364.8 | |||||||||
| Notes payable, net | 111.1 | 111.9 | |||||||||
| Operating lease liabilities | 116.5 | 117.5 | |||||||||
| Finance lease liabilities | 68.0 | 67.7 | |||||||||
| Construction finance liabilities | 135.1 | 135.5 | |||||||||
| Deferred tax liabilities | 191.9 | 196.5 | |||||||||
| Uncertain tax position liabilities | 500.9 | 445.2 | |||||||||
| Other long-term liabilities | 5.5 | 5.0 | |||||||||
| Long-term liabilities associated with discontinued operations | 37.7 | 38.6 | |||||||||
| TOTAL LIABILITIES | $ | 1,668.8 | $ | 1,621.2 | |||||||
| SHAREHOLDERS’ EQUITY | |||||||||||
Common stock, no par value; unlimited shares authorized. 191,077,446 and 191,005,940 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively. | $ | — | $ | — | |||||||
| Additional paid-in-capital | 2,060.7 | 2,057.0 | |||||||||
| Accumulated deficit | (828.6) | (795.7) | |||||||||
| Non-controlling interest | (13.2) | (12.3) | |||||||||
| TOTAL SHAREHOLDERS’ EQUITY | 1,218.9 | 1,249.0 | |||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 2,887.6 | $ | 2,870.3 | |||||||
Trulieve Cannabis Corp.
Condensed Consolidated Statements of Operations (Unaudited)
(in millions, except for share data)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenue | $ | 297.8 | $ | 297.6 | |||||||||||||||||||
| Cost of goods sold | 114.5 | 123.8 | |||||||||||||||||||||
| Gross profit | 183.2 | 173.8 | |||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Selling, general, and administrative | 118.8 | 101.3 | |||||||||||||||||||||
| Depreciation and amortization | 29.3 | 27.8 | |||||||||||||||||||||
| Impairment and disposal of long-lived assets, net of (recoveries) | 1.8 | (1.4) | |||||||||||||||||||||
| Total expenses | 149.9 | 127.7 | |||||||||||||||||||||
| Income from operations | 33.3 | 46.1 | |||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | (16.3) | (14.7) | |||||||||||||||||||||
| Interest income | 3.1 | 3.3 | |||||||||||||||||||||
| Other income (expense), net | 0.2 | (2.7) | |||||||||||||||||||||
| Total other expense, net | (13.0) | (14.2) | |||||||||||||||||||||
| Income before provision for income taxes | 20.3 | 31.9 | |||||||||||||||||||||
| Provision for income taxes | 52.5 | 55.4 | |||||||||||||||||||||
| Net loss from continuing operations | (32.1) | (23.5) | |||||||||||||||||||||
Net loss from discontinued operations, net of $0 tax benefit | (1.6) | (1.4) | |||||||||||||||||||||
| Net loss | (33.8) | (24.8) | |||||||||||||||||||||
| Less: net loss attributable to non-controlling interest from continuing operations | (0.9) | (1.8) | |||||||||||||||||||||
| Net loss attributable to common shareholders | $ | (32.9) | $ | (23.1) | |||||||||||||||||||
| Earnings Per Share | |||||||||||||||||||||||
| Net loss per share - Continuing operations: | |||||||||||||||||||||||
| Basic and diluted | $ | (0.16) | $ | (0.16) | |||||||||||||||||||
| Net loss per share - Discontinued operations: | |||||||||||||||||||||||
| Basic and diluted | $ | (0.01) | $ | (0.01) | |||||||||||||||||||
| Weighted average number of common shares used in computing net loss per share: | |||||||||||||||||||||||
| Basic and diluted | 191.1 | 189.5 | |||||||||||||||||||||
Trulieve Cannabis Corp.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in millions)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Cash flows from operating activities | |||||||||||||||||||||||
| Net loss | $ | (33.8) | $ | (24.8) | |||||||||||||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||||||||||||||
| Depreciation and amortization | 29.3 | 27.8 | |||||||||||||||||||||
| Depreciation included in cost of goods sold | 13.9 | 13.5 | |||||||||||||||||||||
| Impairment and disposal of long-lived assets, net of (recoveries) | 1.8 | (1.4) | |||||||||||||||||||||
| Share-based compensation | 3.9 | 5.2 | |||||||||||||||||||||
| Deferred income taxes | (4.7) | 10.0 | |||||||||||||||||||||
| Other non-cash changes | 5.0 | 6.1 | |||||||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||||||||
| Inventories | (7.9) | 3.5 | |||||||||||||||||||||
| Accounts receivable | (2.6) | 1.5 | |||||||||||||||||||||
| Other assets | (8.4) | (1.4) | |||||||||||||||||||||
| Accounts payable and accrued liabilities | (0.2) | 1.0 | |||||||||||||||||||||
| Income tax receivable / payable | 1.4 | 2.7 | |||||||||||||||||||||
| Other liabilities | (2.7) | (3.6) | |||||||||||||||||||||
| Uncertain tax position liabilities | 55.7 | 97.6 | |||||||||||||||||||||
| Proceeds received from insurance for operating expenses | — | 1.5 | |||||||||||||||||||||
| Net cash provided by operating activities | 50.7 | 139.2 | |||||||||||||||||||||
| Cash flows from investing activities | |||||||||||||||||||||||
| Purchases of property and equipment | (16.9) | (15.5) | |||||||||||||||||||||
| Purchases of internal use software | (3.9) | (5.0) | |||||||||||||||||||||
| Maturities of short-term investments | 60.4 | — | |||||||||||||||||||||
| Other proceeds | 4.0 | 1.5 | |||||||||||||||||||||
| Other purchases and payments | (0.2) | — | |||||||||||||||||||||
| Net cash provided by (used in) investing activities | 43.4 | (19.0) | |||||||||||||||||||||
| Cash flows from financing activities | |||||||||||||||||||||||
| Payments on long-term borrowings | (1.9) | (1.7) | |||||||||||||||||||||
| Payments for taxes related to net share settlement of equity awards | (0.2) | — | |||||||||||||||||||||
| Proceeds from equity exercises | — | 0.2 | |||||||||||||||||||||
| Other payments and distributions | (2.4) | (3.0) | |||||||||||||||||||||
| Other proceeds | — | 3.0 | |||||||||||||||||||||
| Net cash used in financing activities | (4.5) | (1.6) | |||||||||||||||||||||
| Net increase in cash, cash equivalents, and restricted cash | 89.6 | 118.6 | |||||||||||||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 239.7 | 208.0 | |||||||||||||||||||||
| Cash and cash equivalents of discontinued operations, beginning of period | — | 0.3 | |||||||||||||||||||||
| Less: cash and cash equivalents of discontinued operations, end of period | — | — | |||||||||||||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 329.4 | $ | 326.9 | |||||||||||||||||||
The consolidated statements of cash flows include continuing operations and discontinued operations for the periods presented.
Non-GAAP Financial Measures (Unaudited)
In addition to our results determined in accordance with GAAP, we supplement our results with non-GAAP financial measures, including EBITDA, adjusted EBITDA, EBITDA margin, adjusted EBITDA margin, adjusted net (loss) income, adjusted net (loss) income per diluted share, and free cash flow.
The Company calculates EBITDA as net income (loss) before net interest expense, interest income, income tax expense, depreciation and amortization; adjusted EBITDA as net income (loss) before net interest expense, interest income, income tax expense, depreciation and amortization and also excludes certain extraordinary items; EBITDA margin as EBITDA as % of revenue; adjusted EBITDA margin as adjusted EBITDA as % of revenue; adjusted net income (loss) as net income (loss) less certain extraordinary items; adjusted EPS as adjusted net income (loss) divided by basic and diluted shares outstanding; and free cash flow as cash flow from operations less capital expenditures.
Our management uses these non-GAAP financial measures in conjunction with GAAP financial measures to evaluate our operating results and financial performance. We believe these measures are useful to investors as they are widely used measures of performance and can facilitate comparison to other companies. These non-GAAP financial measures are not, and should not be considered as, measures of liquidity. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with GAAP financial performance measures. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found below. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.
Reconciliation of Non-GAAP EBITDA and Adjusted EBITDA (Unaudited)
The following table presents a reconciliation of GAAP net loss attributable to common shareholders to non-GAAP EBITDA and Adjusted EBITDA for each of the periods presented:
(Amounts expressed in millions of United States dollars) | Three Months Ended | |||||||||||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | December 31, 2024 | ||||||||||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | (32.9) | $ | (23.1) | $ | (59.8) | ||||||||||||||||||||||||||
| Add (deduct) impact of: | ||||||||||||||||||||||||||||||||
| Interest expense, net | $ | 16.3 | $ | 14.7 | $ | 14.6 | ||||||||||||||||||||||||||
| Interest income | $ | (3.1) | $ | (3.3) | $ | (3.2) | ||||||||||||||||||||||||||
| Provision for income taxes | $ | 52.5 | $ | 55.4 | $ | 47.6 | ||||||||||||||||||||||||||
| Depreciation and amortization | $ | 29.3 | $ | 27.8 | $ | 28.6 | ||||||||||||||||||||||||||
| Depreciation included in cost of goods sold | $ | 13.9 | $ | 13.5 | $ | 13.5 | ||||||||||||||||||||||||||
| EBITDA (Non-GAAP) | $ | 76.0 | $ | 85.0 | $ | 41.3 | ||||||||||||||||||||||||||
| EBITDA Margin (Non-GAAP) | 26% | 29% | 14% | |||||||||||||||||||||||||||||
| Impairment and disposal of long-lived assets, net of (recoveries) | $ | 1.8 | $ | (1.4) | $ | (0.9) | ||||||||||||||||||||||||||
| Campaign and political contributions | $ | 23.0 | $ | 9.2 | $ | 54.8 | ||||||||||||||||||||||||||
| Acquisition, transaction, and other non-recurring costs | $ | 3.1 | $ | 3.7 | $ | 7.6 | ||||||||||||||||||||||||||
| Share-based compensation | $ | 3.9 | $ | 5.2 | $ | 4.6 | ||||||||||||||||||||||||||
| Other (income) expense, net | $ | (0.2) | $ | 2.7 | $ | 2.8 | ||||||||||||||||||||||||||
| Discontinued operations, net of tax, attributable to common shareholders | $ | 1.6 | $ | 1.4 | $ | 1.1 | ||||||||||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 109.2 | $ | 105.8 | $ | 111.4 | ||||||||||||||||||||||||||
| Adjusted EBITDA Margin (Non-GAAP) | 37% | 36% | 37% | |||||||||||||||||||||||||||||
Reconciliation of Non-GAAP Adjusted Net (Loss) Income (Unaudited)
The following table presents a reconciliation of GAAP net loss attributable to common shareholders to non-GAAP adjusted net (loss) income, for each of the periods presented:
| For the Three Months Ended | ||||||||||||||||||||||||||||||||
| (Amounts expressed in millions of United States dollars) | March 31, 2025 | March 31, 2024 | December 31, 2024 | |||||||||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | (32.9) | $ | (23.1) | $ | (59.8) | ||||||||||||||||||||||||||
| Net loss from discontinued operations, net of tax, attributable to common shareholders | $ | 1.6 | $ | 1.4 | $ | 1.1 | ||||||||||||||||||||||||||
| Adjustment of formerly redeemable non-controlling interest to maximum redemption value | $ | — | $ | (8.8) | $ | 9.0 | ||||||||||||||||||||||||||
| Net loss from continuing operations available to common shareholders | $ | (31.2) | $ | (30.6) | $ | (49.7) | ||||||||||||||||||||||||||
| Add (deduct) impact of: | ||||||||||||||||||||||||||||||||
| Adjustment of formerly redeemable non-controlling interest to maximum redemption value | $ | — | $ | 8.8 | $ | (9.0) | ||||||||||||||||||||||||||
| Impairment and disposal of long-lived assets, net of (recoveries) | $ | 1.8 | $ | (1.4) | $ | (0.9) | ||||||||||||||||||||||||||
| Campaign and political contributions | $ | 23.0 | $ | 9.2 | $ | 54.8 | ||||||||||||||||||||||||||
| Acquisition, transaction, and other non-recurring costs | $ | 3.1 | $ | 3.7 | $ | 7.6 | ||||||||||||||||||||||||||
| Adjusted net (loss) income (Non-GAAP) | $ | (3.4) | $ | (10.2) | $ | 2.9 | ||||||||||||||||||||||||||
Reconciliation of Non-GAAP Adjusted Net (Loss) Income Per Diluted Share (Unaudited)
The following table presents a reconciliation of GAAP net loss attributable to common shareholders per share to non-GAAP adjusted net (loss) income per diluted share, for each of the periods presented:
| For the Three Months Ended | ||||||||||||||||||||||||||||||||
| (Amounts expressed are per share except for shares which are in millions) | March 31, 2025 | March 31, 2024 | December 31, 2024 | |||||||||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | (0.17) | $ | (0.12) | $ | (0.31) | ||||||||||||||||||||||||||
| Net loss from discontinued operations, net of tax, attributable to common shareholders | $ | 0.01 | $ | 0.01 | $ | 0.01 | ||||||||||||||||||||||||||
| Adjustment of formerly redeemable non-controlling interest to maximum redemption value | $ | — | $ | (0.05) | $ | 0.05 | ||||||||||||||||||||||||||
| Net loss from continuing operations available to common shareholders | $ | (0.16) | $ | (0.16) | $ | (0.26) | ||||||||||||||||||||||||||
| Add (deduct) impact of: | ||||||||||||||||||||||||||||||||
| Adjustment of formerly redeemable non-controlling interest to maximum redemption value | $ | — | $ | 0.05 | $ | (0.05) | ||||||||||||||||||||||||||
| Impairment and disposal of long-lived assets, net of (recoveries) | $ | 0.01 | $ | (0.01) | $ | (0.00) | ||||||||||||||||||||||||||
| Campaign and political contributions | $ | 0.12 | $ | 0.05 | $ | 0.29 | ||||||||||||||||||||||||||
| Acquisition, transaction, and other non-recurring costs | $ | 0.02 | $ | 0.02 | $ | 0.04 | ||||||||||||||||||||||||||
| Adjusted net (loss) income (Non-GAAP) | $ | (0.02) | $ | (0.05) | $ | 0.02 | ||||||||||||||||||||||||||
| Basic and diluted shares outstanding | 191.1 | 189.5 | 190.0 | |||||||||||||||||||||||||||||
Reconciliation of Non-GAAP Free Cash Flow (Unaudited)
The following table presents a reconciliation of GAAP cash flow from operating activities to non-GAAP free cash flow, for each of the periods presented:
| For the Three Months Ended | ||||||||||||||||||||||||||||||||
| (Amounts expressed in millions of United States dollars) | March 31, 2025 | March 31, 2024 | December 31, 2024 | |||||||||||||||||||||||||||||
| Cash flow from operating activities | $ | 50.7 | $ | 139.2 | $ | 30.7 | ||||||||||||||||||||||||||
| Payments for property and equipment | $ | (16.9) | $ | (15.5) | $ | (42.7) | ||||||||||||||||||||||||||
| Free cash flow (Non-GAAP) | $ | 33.9 | $ | 123.7 | $ | (12.0) | ||||||||||||||||||||||||||
Forward-Looking Statements
This news release includes forward-looking information and 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”). These forward-looking statements relate to the Company’s expectations or forecasts of business, operations, financial performance, cash flows, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the Company’s 2025 objectives, growth opportunities, and positioning for the future. Words such as “expects”, “continue”, “will”, “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the Company’s current projections and expectations about future events and financial trends that management believes might affect its financial condition, results of operations, business strategy and financial needs, and on certain assumptions and analysis made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. Forward-looking 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 statements herein, including, without limitation, the risks discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in our periodic reports subsequently filed with the United States Securities and Exchange Commission and in the Company’s filings on https://www.sedarplus.ca/landingpage/. Although the Company believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking 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 statements. Any forward-looking 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 statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking statements herein, whether as a result of new information, future events or results, or otherwise.
About Trulieve
Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S., with leading market positions in Arizona, Florida, and Pennsylvania. Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com.
Facebook: @Trulieve
Instagram: @Trulieve
X: @Trulieve
Investor Contact
Christine Hersey, Vice President of Investor Relations
+1 (424) 202-0210
Christine.Hersey@Trulieve.com
Media Contact
Phil Buck, APR, Corporate Communications Manager
+1 (406) 370-6226
Philip.Buck@Trulieve.com
First Quarter 2025 Investor Presentation May 2025 CSE: TRUL OTCQX: TCNNF
www.trulieve.com 2 Forward-Looking Statements Unless the context otherwise requires, the terms “Company,” “Trulieve,” “we,” “us” and “our” in this presentation refer to Trulieve Cannabis Corp. and its subsidiaries. This presentation includes forward-looking information and 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”). These forward-looking statements relate to the Company’s expectations or forecasts of business, operations, financial performance, cash flows, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the Company’s 2025 objectives, growth opportunities, and positioning for the future. Words such as “expects”, “continue”, “will”, “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the Company’s current projections and expectations about future events and financial trends that management believes might affect its financial condition, results of operations, business strategy and financial needs, and on certain assumptions and analysis made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. Forward-looking 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 statements herein, including, without limitation, the risks discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in our periodic reports subsequently filed with the United States Securities and Exchange Commission and in the Company’s filings on https://www.sedarplus.ca/landingpage/. Although the Company believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking 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 statements. Any forward-looking 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 statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking statements herein, whether as a result of new information, future events or results, or otherwise. 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.
www.trulieve.com 3 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 SG&A, adjusted SG&A as % revenue, adjusted net income (loss), adjusted net income (loss) per diluted share, EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, and free cash flow. The Company calculates adjusted SG&A as SG&A less extraordinary expenses; adjusted SG&A margin as % of revenue; adjusted net income (loss) as net income (loss) less certain extraordinary items; adjusted net income (loss) per diluted share as adjusted net income (loss) divided by basic and diluted shares outstanding; EBITDA as net income (loss) before net interest expense, interest income, income tax expense, depreciation and amortization; EBITDA margin as EBITDA as % of revenue; adjusted EBITDA as net income (loss) before net interest expense, interest income, income tax expense, depreciation and amortization and also excludes certain extraordinary items; adjusted EBITDA margin as adjusted EBITDA as % of revenue; free cash flow as cash flow from operations less capital expenditures. Our management uses these non-GAAP financial measures in conjunction with GAAP financial measures to evaluate our operating results and financial performance. We believe these measures are useful to investors as they are widely used measures of performance and can facilitate comparison to other companies. These non-GAAP financial measures are not and should not be considered as measures of liquidity. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with GAAP financial performance measures. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found at the end of this presentation on the slides captioned “Reconciliation of Non-GAAP Financial Measures”. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.
www.trulieve.com 4 Agenda • First Quarter 2025 Financial and Operational Highlights • Retail Highlights • Recent Developments • Tax Position • 2025 Focus Areas • Financial Targets • Financial Highlights
www.trulieve.com 5 First Quarter 2025 Financial and Operational Highlights* • Revenue of $298 million, increased slightly year over year, with 95% of revenue from retail sales • GAAP gross profit of $183 million and 62% gross margin • Net loss attributable to common shareholders of $33 million • Adjusted net loss of $3 million excludes non-recurring charges, asset impairments, disposals and discontinued operations • Adjusted EBITDA of $109 million or 37% of revenue, up 3% year over year • Cash flow from operations of $51 million and free cash flow of $34 million • Rewards program members reached over 625,000 members as of March 31, 2025 • Loyalty members accounted for 68% of transactions during the first quarter • Launched Onward, a premium, non-alcoholic THC beverage available for purchase by consumers 21 years and older at select retail locations in Florida or ordered via DrinkOnward.com for direct shipment to 36 states • Opened six new dispensaries in Arizona, Florida, and Ohio * Adjusted net income, adjusted EBITDA and free cash flow 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.
www.trulieve.com 6 Retail Highlights • Retail revenue of $282 million, down 1% compared to last year and sequentially • Traffic up 7% versus last year and down 1% sequentially • Sold over 12 million branded products • Up 7% year over year and down 6% sequentially • Customer retention 66% companywide and 75% medical only • Exited quarter with 30% of retail locations outside of the state of Florida and 86% of dispensaries serving only medical patients
www.trulieve.com 7 Recent Developments • 4/20 holiday season units sold and traffic increased 20% and 9%, respectively, versus last year • Opened one new retail location in St. Petersburg, Florida • Closed one dispensary in Lady Lake, Florida • Currently operate 229 retail dispensaries and over 4 million square feet of cultivation and processing capacity in the United States
www.trulieve.com 8 Tax Position • In Q4 2023, Trulieve filed amended tax returns for 2019, 2020, and 2021 claiming refunds of $143 million for federal returns and $31 million for state returns • Amended returns were supported by legal interpretations that challenge the tax liability under Section 280E of the Internal Revenue Code • Refund checks of approximately $114 million received to date of $174 million claimed • Rejection notices for returns seeking $5.2 million of refunds • While challenge is ongoing, taxes are swept into an uncertain tax position • Balance sheet includes amended return refund checks received, the amount of tax underpaid if 280E applied, and interest accrued • Balance sheet uncertain tax position liability was $501 million at March 31, 2025, with $467 million related to this tax challenge • Trulieve continues to make tax payments as a customary U.S. taxpayer without tax payments associated with 280E of the tax code until final resolution is reached • Tax payments on deposit from 2022 and 2023 were $110 million at March 31, 2025 • Without the effect of 280E, Q1 2025 net income would have been positive Numbers may not sum perfectly due to rounding.
www.trulieve.com 9 2025 Focus Areas Customer • Attract and Retain Customers • Deliver Exceptional Customer Experiences • Build and Reinforce Brand Loyalty Distribution • Expand Retail Network • Refresh, Remodel and Relocate Dispensaries As Needed • Strengthen and Expand Wholesale Partnerships Branded Products • Manage Portfolio of Internal and Partner Brands • Expand Production of Modern Flower, Roll One, and Sweet Talk • Develop Beverage Brands Onward and Upward Reform • Support federal reform including Rescheduling, SAFE Banking, and States 2.0 Act • Expand access to cannabis across state markets including Florida and Pennsylvania
Financials
www.trulieve.com 11 Financial Targets Financial Targets: • Anticipate second quarter revenue will be flat to up low single digits compared to the first quarter • 2025 cash flow from operations of at least $250 million expected • 2025 capital expenditures up to $40 million expected Financial Position as of March 31, 2025: • $329 million in cash • $480 million of debt at 7.9% interest
www.trulieve.com 12 Financial Highlights* *Adjusted SG&A, adjusted SG&A as % revenue, adjusted net (loss) income, adjusted net (loss) income per diluted share, adjusted EBITDA, and adjusted EBITDA margin 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, except per share data) Q1:25 Q4:24 Q3:24 Q2:24 Q1:24 Q4:23 Q3:23 Q2:23 Q1:23 2024 2023 Revenue 297.8 301.1 284.3 303.4 297.6 287.0 275.2 281.8 285.2 1,186.5 1,129.2 Gross profit 183.2 187.0 173.3 181.6 173.8 153.9 142.9 141.6 150.2 715.7 588.6 Gross margin 61.5 % 62.1 % 61.0 % 59.9 % 58.4 % 53.6 % 51.9 % 50.3 % 52.6 % 60.3 % 52.1 % SG&A 118.8 157.9 148.6 102.6 101.3 96.3 93.9 96.0 100.0 510.5 386.2 SG&A as % revenue 39.9 % 52.4 % 52.3 % 33.8 % 34.0 % 33.6 % 34.1 % 34.1 % 35.1 % 43.0 % 34.2 % Adjusted SG&A 91.4 93.3 96.1 93.0 86.6 83.7 84.6 81.1 86.7 368.9 336.1 Adjusted SG&A as % revenue 30.7 % 31.0 % 33.8 % 30.6 % 29.1 % 29.2 % 30.7 % 28.8 % 30.4 % 31.1 % 29.8 % Depreciation and amortization 29.3 28.6 28.3 28.1 27.8 27.2 27.0 26.1 29.6 112.8 109.8 Net (loss) income** (32.9) (59.8) (60.2) (12.0) (23.1) (33.4) (25.4) (403.8) (64.1) (155.1) (526.8) Net (loss) income continuing operations (32.1) (60.5) (60.2) (10.7) (23.5) (36.6) (22.9) (342.1) (34.3) (154.9) (435.9) Adjusted net (loss) income (3.4) 2.9 (11.9) 0.2 (10.2) (22.8) (14.7) (14.6) (17.7) (19.0) (69.8) Net (loss) income per diluted share** (0.17) (0.27) (0.33) (0.05) (0.17) (0.18) (0.13) (2.14) (0.34) (0.82) (2.79) Net (loss) income continuing operations per diluted share** (0.16) (0.26) (0.32) (0.04) (0.16) (0.19) (0.12) (1.80) (0.18) (0.79) (2.28) Adjusted net (loss) income per diluted share** (0.02) 0.02 (0.06) 0.00 (0.05) (0.12) (0.08) (0.08) (0.09) (0.10) (0.37) Adjusted EBITDA 109.2 111.4 96.1 107.0 105.8 87.8 77.7 78.7 78.1 420.2 322.3 Adjusted EBITDA Margin 36.7 % 37.0 % 33.8 % 35.2 % 35.5 % 30.6 % 28.2 % 27.9 % 27.4 % 35.4 % 28.5 %
www.trulieve.com 13 Financial Highlights SHARE COUNT ESTIMATE (millions as of March 31, 2025 on as if converted basis) Subordinate Voting Shares 167.9 Multiple Voting Shares* 0.2 Total Shares Outstanding 191.1 *converted at 100 subordinate shares per 1 multiple voting share Employee Stock Options/RSUs 3.2 excludes 2.9 million unexercisable options excludes 7.6 million nonvested RSUs Pro Forma Estimated Shares 194.3
www.trulieve.com 14 Reconciliation of Non-GAAP Financial Measures EBITDA and Adjusted EBITDA Net loss attributable to common shareholders $ (32.9) $ (23.1) $ (59.8) Add (deduct) impact of: Interest expense, net $ 16.3 $ 14.7 $ 14.6 Interest income $ (3.1) $ (3.3) $ (3.2) Provision for income taxes $ 52.5 $ 55.4 $ 47.6 Depreciation and amortization $ 29.3 $ 27.8 $ 28.6 Depreciation included in cost of goods sold $ 13.9 $ 13.5 $ 13.5 EBITDA (Non-GAAP) $ 76.0 $ 85.0 $ 41.3 EBITDA Margin (Non-GAAP) 26 % 29 % 14 % Impairment and disposal of long-lived assets, net of (recoveries) $ 1.8 $ (1.4) $ (0.9) Campaign and political contributions $ 23.0 $ 9.2 $ 54.8 Acquisition, transaction, and other non-recurring costs $ 3.1 $ 3.7 $ 7.6 Share-based compensation $ 3.9 $ 5.2 $ 4.6 Other (income) expense, net $ (0.2) $ 2.7 $ 2.8 Discontinued operations, net of tax, attributable to common shareholders $ 1.6 $ 1.4 $ 1.1 Adjusted EBITDA (Non-GAAP) $ 109.2 $ 105.8 $ 111.4 Adjusted EBITDA Margin (Non-GAAP) 37 % 36 % 37 % (Amounts expressed in millions of United States dollars; unaudited) March 31, 2025 March 31, 2024 December 31, 2024 For the Three Months Ended
www.trulieve.com 15 Reconciliation of Non-GAAP Financial Measures Adjusted Net (Loss) Income and Adjusted Net (Loss) Income Per Diluted Share Net loss attributable to common shareholders $ (32.9) $ (23.1) $ (59.8) Net loss from discontinued operations, net of tax, attributable to common shareholders $ 1.6 $ 1.4 $ 1.1 Adjustment of formerly redeemable non-controlling interest to maximum redemption value $ — $ (8.8) $ 9.0 Net loss from continuing operations available to common shareholders $ (31.2) $ (30.6) $ (49.7) Add (deduct) impact of: Adjustment of formerly redeemable non-controlling interest to maximum redemption value $ — $ 8.8 $ (9.0) Impairment and disposal of long-lived assets, net of (recoveries) $ 1.8 $ (1.4) $ (0.9) Campaign and political contributions $ 23.0 $ 9.2 $ 54.8 Acquisition, transaction, and other non-recurring costs $ 3.1 $ 3.7 $ 7.6 Adjusted net (loss) income (Non-GAAP) $ (3.4) $ (10.2) $ 2.9 Net loss attributable to common shareholders $ (0.17) $ (0.12) $ (0.31) Net loss from discontinued operations, net of tax, attributable to common shareholders $ 0.01 $ 0.01 $ 0.01 Adjustment of formerly redeemable non-controlling interest to maximum redemption value $ — $ (0.05) $ 0.05 Net loss from continuing operations available to common shareholders $ (0.16) $ (0.16) $ (0.26) Add (deduct) impact of: Adjustment of formerly redeemable non-controlling interest to maximum redemption value $ — $ 0.05 $ (0.05) Impairment and disposal of long-lived assets, net of (recoveries) $ 0.01 $ (0.01) $ (0.00) Campaign and political contributions $ 0.12 $ 0.05 $ 0.29 Acquisition, transaction, and other non-recurring costs $ 0.02 $ 0.02 $ 0.04 Adjusted net income (loss) per diluted share (Non-GAAP) $ (0.02) $ (0.05) $ 0.02 Basic and diluted shares outstanding 191.1 189.5 190.0 (Amounts expressed are per share except for shares which are in millions; unaudited) For the Three Months Ended December 31, 2024 March 31, 2024 March 31, 2025 (Amounts expressed in millions of United States dollars; unaudited) March 31, 2025 For the Three Months Ended March 31, 2024 December 31, 2024
www.trulieve.com 16 Reconciliation of Non-GAAP Financial Measures Free Cash Flow and Adjusted SG&A Cash flow from operating activities $ 50.7 $ 139.2 $ 30.7 Payments for property and equipment $ (16.9) $ (15.5) $ (42.7) Free cash flow (Non-GAAP) $ 33.9 $ 123.7 $ (12.0) SG&A $ 118.8 $ 101.3 $ 157.9 Acquisition, transaction, and other non-recurring costs $ (27.4) $ (14.7) $ (64.7) Adjusted SG&A (Non-GAAP) $ 91.4 $ 86.6 $ 93.3 (Amounts expressed in millions of United States dollars; unaudited) March 31, 2025 March 31, 2024 For the Three Months Ended December 31, 2024 For the Three Months Ended (Amounts expressed in millions of United States dollars; unaudited) March 31, 2025 March 31, 2024 December 31, 2024
www.trulieve.com 17 House of Brands Trulieve Brands V A LU E M ID P R EM IU M Partner Brands
THANK YOU CSE: TRUL OTCQX: TCNNF @Trulieve/@Trulieve_IR ir@trulieve.com