8-K
Vireo Growth Inc. (VREOF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):March 31, 2023
GOODNESS
GROWTH HOLDINGS, INC.
(Exact name of registrant as specified in itscharter)
British Columbia
(State or other jurisdiction of Incorporation)
| 000-56225 | 82-3835655 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| 207 South 9th Street<br><br> <br>Minneapolis, Minnesota | 55402 |
| (Address of principal executive offices) | (Zip Code) |
(612) 999-1606
(Registrant’s telephone number, includingarea code)
Not Applicable
(Former name or former address, if changed sincelast 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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>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 x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement |
|---|
Fifth Amendment to Credit Agreement and First Amendment to SecurityAgreement
On March 31, 2023, Goodness Growth Holdings, Inc. (the “Company”), entered into a Fifth Amendment to Credit Agreement and First Amendment to Security Agreement by and among the Company and certain of its subsidiaries (the “Borrowers”), the persons from time-to-time party thereto as guarantors, the lenders party thereto, and Chicago Atlantic Admin, LLC (the “Agent”) as administrative and collateral agent (the “Fifth Amendment”).
The Fifth Amendment modifies that certain Credit Agreement dated as of March 25, 2021, as amended by an Omnibus First Amendment to Credit Agreement and Security Agreement dated as of November 1, 2021, a Second Amendment to Credit Agreement dated as of November 18, 2021, a Third Amendment to Credit Agreement dated as of January 31, 2022, and a Fourth Amendment to Credit Agreement dated as of March 3, 2022, among the Company and certain subsidiaries of the Company (the “Borrowers”), the other Credit Parties from time to time party thereto, the Lenders from time to time party thereto, and Agent. Among other matters, the Fifth Amendment:
| - | Extends the maturity date of all loans under the Credit Agreement to April 30, 2024 |
|---|---|
| - | Permits the Borrowers to extend the maturity date upon satisfaction of certain minimum fixed charge coverage ratio tests applied quarterly, with a potential outside extended maturity date of January 31, 2026 |
| --- | --- |
| - | Eliminates required amortization of the loans |
| --- | --- |
| - | Changes the cash interest rate on certain loans to the prime rate quoted in the Wall Street Journal plus 10.375% per year, with a minimum prime rate of 7.75% used in the calculation |
| --- | --- |
| - | Requires that the Company issue up to 15 million subordinate voting shares (the “Shares”) to parties designated by the Agent |
| --- | --- |
| - | Reduces the aggregate funds committed by the Lenders to USD$65.2 million |
| --- | --- |
| - | Requires the sale of the Company’s Minnesota business if adult-use cannabis legislation is passed that is unfavorable to the Company’s interests in certain defined respects |
| --- | --- |
| - | Requires the Borrowers to enter into a $10 million convertible note facility with one or more Lenders on or before April 30, 2023, with a three-year term, 6.0% per year cash interest rate, 6.0% per year paid-in-kind interest (added to the principal balance), convertible into the Company’s subordinate voting shares at a to-be-agreed ratio, and providing for the issuance of 6,250,000 warrants to purchase the Company’s subordinate voting shares at a to-be-agreed exercise price |
| --- | --- |
| - | Requires Kyle Kingsley, Executive Chairman of the Company, to convert all of his super voting shares of the Company’s stock into subordinate voting shares no later than July 31, 2023 |
| --- | --- |
This summary of the Fifth Amendment is qualified in its entirety by reference to the full text of the Fifth Amendment, a copy of which, subject to any applicable confidential treatment, will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2023.
| Item 2.02. | Results of Operations and Financial Condition |
|---|
The information set forth in Item 7.01, to the extent they relate to results of operations and financial condition of the Company, is incorporated herein by reference to the extent responsive to Item 2.02.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
|---|
The information under Item 1.01 is incorporated herein by reference to the extent responsive to Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities |
|---|
The information set forth under Item 1.01 is incorporated herein by reference to the extent responsive to Item 3.02. The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act. solely to “accredited investors” as such term is defined in Rule 501(a) of Regulation D under the Securities Act.
| Item 3.03 | Material Modification to Rights of Security Holders |
|---|
The information set forth under Item 1.01 is incorporated herein by reference to the extent responsive to Item 3.03.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On March 31, 2023, the Company announced that Chelsea Grayson and Amber Shimpa had resigned their respective positions as members of the Company’s board of directors. Neither Ms. Grayson nor Ms. Shimpa resigned because of a disagreement with the Company on any matter related to the Company’s operations, policies or practices. Ms. Shimpa continues to hold the positions of President of the Company and Chief Executive Officer of the Company’s Minnesota subsidiary.
| Item 7.01. | Regulation FD Disclosure |
|---|
On March 31, 2023, the Company issued a press release announcing financial results for its fourth quarter and year ended December 31, 2022, a copy of which is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished, but shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing with the U.S. Securities and Exchange Commission except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated March 31, 2023 |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOODNESS GROWTH HOLDINGS, INC.<br><br> <br>(Registrant) | |
|---|---|
| By: | /s/ J. Michael Schroeder |
| J. Michael Schroeder | |
| General Counsel and Corporate Secretary |
Date: April 6, 2023
Exhibit99.1
GoodnessGrowth Holdings Announces Fourth Quarter and Full Year 2022 Results
–2022 revenue of $74.6 million increased 37.1% YOY and 57.8% excluding discontinued operations –
–Q4 revenue of $19.0 million increased 39.4% YoY and 55.8% excluding discontinued operations –
–Company amends credit facility with Green Ivy to remove amortization schedule and extend maturity date –
MINNEAPOLIS – March 31, 2023 – Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), a cannabis company committed to providing safe access, quality products and great value to its customers, today reported financial results for its fourth quarter and full year ended December 31, 2022. Key financial results are presented below in summary form with supporting commentary and discussion from management of certain key operating metrics which the Company uses to judge its operating performance. The Company’s audited financial statements and management discussion and analysis for the year ended December 31, 2022, will be filed on Form 10-K with the U.S. Securities and Exchange Commission and on SEDAR at www.sedar.com later today. All currency figures referenced in this press are denominated in U.S. dollars.
Summaryof Key Financial Metrics
| Three<br> Months Ended | Year<br> Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| US<br> $ in millions | December<br> 31, | December<br> 31, | ||||||||||||||||
| 2022 | 2021 | Variance | 2022 | 2021 | Variance | |||||||||||||
| GAAP<br> Revenue | $ | 19.0 | $ | 13.7 | 39.4 | % | $ | 74.6 | $ | 54.4 | 37.1 | % | ||||||
| Revenue<br> (excluding discontinued operations) | $ | 19.0 | $ | 12.2 | 55.8 | % | $ | 72.3 | $ | 45.8 | 57.8 | % | ||||||
| GAAP<br> Gross Profit | $ | 8.5 | $ | 2.2 | 286.4 | % | $ | 30.9 | $ | 19.8 | 56.1 | % | ||||||
| Gross<br> Profit Margin | 44.7 | % | 15.8 | % | 2,890 | bps | 41.4 | % | 36.4 | % | 500 | bps | ||||||
| SG&A<br> Expenses | $ | 7.4 | $ | 9.2 | -19.6 | % | $ | 33.8 | $ | 33.7 | 0.3 | % | ||||||
| SG&A<br> Expenses (% of Sales) | 38.9 | % | 67.2 | % | -2,830 | bps | 45.3 | % | 61.9 | % | -1,660 | bps | ||||||
| EBITDA | $ | 0.8 | $ | (6.2 | ) | NM | ($ | 10.0 | ) | $ | (15.1 | ) | NM | |||||
| EBITDA<br> Margin | 4.4 | % | (45.3 | )% | 4,970 | bps | (13.3 | %) | (27.8 | )% | 1,450 | bps | ||||||
| Adjusted<br> EBITDA (non-GAAP) | $ | 2.5 | $ | (4.4 | ) | NM | $ | 4.1 | $ | (9.1 | ) | NM | ||||||
| Adjusted<br> EBITDA Margin (non-GAAP) | 13.1 | % | (32.4 | )% | 4,550 | bps | 5.5 | % | (16.6 | )% | 2,210 | bps |
ManagementCommentary
Interim Chief Executive Officer Josh Rosen commented, “Our fourth quarter results reflected revenue growth in each of our markets, as well as continued improvements in margin performance which was amplified by removal of the negative performance drag we experienced last year in our former Arizona cultivation facility. In building on the improved financial performance, I see numerous opportunities for us to drive meaningfully better operational efficiencies and quality. This room for improvement, coupled with what we anticipate will be meaningful state-regulatory catalysts provides us a strong growth trajectory. My mandates from the Board include augmenting our operational capabilities to better capitalize on our market opportunities and managing our balance sheet and liquidity to support our long-term success.”
Mr. Rosen continued, “Over the past several months we’ve taken considerable measures to improve the strength of our business, including reorganizing our management team with a decentralized approach to our state-based markets and the infusion of new battle-tested talent and resources. I’m particularly pleased with how recently-promoted Amber Shimpa has risen to the occasion in helping drive the change management as our President and CEO of Vireo of Minnesota. As we enter 2023, we are focused on executing against a few key strategic priorities to strengthen our balance sheet and improve our operating and cash flow performance. The amendment to our senior secured debt was an important first step in addressing the most acute aspect of our balance sheet: extending the near-term maturity. And we're close to finalizing terms with a separate affiliate of Chicago Atlantic for an additional $10 million in capital as the second step.”
CoreMarket KPIs^1^
| Three<br> Months Ended | Year<br> Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| US<br> $ in millions | December<br> 31, | December<br> 31, | ||||||||||||||||
| 2022 | 2021 | Variance | 2022 | 2021 | Variance | |||||||||||||
| Total<br> Harvested Pounds (Biomass) | 7,023 | 5,458 | 28.7 | % | 27,750 | 15,891 | 74.6 | % | ||||||||||
| % "A" Flower ^2^ | 17 | % | 19 | % | -200 | bps | 17 | % | 19 | % | -216 | bps | ||||||
| Total<br> Retail Revenue | $ | 15.2 | $ | 9.8 | 55.5 | % | $ | 56.1 | $ | 36.6 | 53.2 | % | ||||||
| Same<br> Store Sales Growth | - | - | 49.1 | % | - | - | 44.4 | % | ||||||||||
| Number<br> of Stores in SSS Calculation | 13 | - | - | 12 | - | - | ||||||||||||
| Total<br> Wholesale Revenue | $ | 2.8 | $ | 1.4 | 91.7 | % | $ | 10.1 | $ | 6.2 | 63.8 | % |
^1^Core Markets refer to the Company's operations in Maryland, Minnesota, and New York.
^2^“A Flower” refers to produced biomass which meets the Company’s highest internal standards for flower quality,size and appearance.
Mr. Rosen concluded, “In an effort to align our communications with our internal priorities, we plan to provide additional disclosures surrounding the performance of our business in our core markets moving forward. We believe additional transparency surrounding our operations with key performance indicators will enable investors to better evaluate our performance, both good and bad. We intend to focus future discussions around relevant drivers of cash flow and operating performance rather than Adjusted EBITDA, although we have provided that legacy metric with today’s results for consistency with previous disclosures. Our strong year over year same-store sales growth in retail was supported by regulatory catalysts, in particular, the addition of flower in Minnesota in April 2022, which drove overall market growth. I’d also highlight that we’re putting meaningful emphasis on more efficiently producing greater amounts of quality or what we refer to as “A” Flower as a core driver of improvement over the coming several quarters.”
CreditFacility and Corporate Governance Updates
The Company also announced today in a separate news release that it has executed a fifth amendment to its Green Ivy credit facility, in addition to several corporate governance updates. The amended credit facility reduces cash outlays through the removal of a required amortization schedule and extends the maturity date on the credit facility loans to April 30, 2024, with opportunities for performance-based extensions through January 31, 2026. The Company will issue up to 15,000,000 Subordinate Voting Shares to the lenders in consideration for the credit facility amendments. In addition, the Company is in advanced discussions with another affiliate of Chicago Atlantic to finalize a U.S. $10.0 million secured convertible loan financing.
OtherEvents
On October 13, 2022, Goodness Growth received a notice (the “Notice”) of purported termination of the agreement (the “Arrangement Agreement”) with Verano Holdings Corp. (“Verano”) pursuant to which Verano had agreed to purchase all of the Company’s stock, subject to the satisfaction of certain conditions. The Notice asserted certain breaches of the Arrangement Agreement, including claims the Company’s public filings and communications with respect to its business and ongoing operations were misleading and that the Company breached its representations to Verano under the Arrangement Agreement. Verano also claimed, as a result of such breaches, it is entitled to payment of the $14,875,000 termination fee and its transaction expenses of up to $3,000,000. Goodness Growth denies all of Verano’s allegations and affirmatively states that it has complied with its obligations under the Arrangement Agreement in all material respects at all times. Goodness Growth believes that Verano had no factual or legal basis to justify or support its purported grounds for termination of the Arrangement Agreement.
On October 21, 2022, Goodness Growth commenced an action in the Supreme Court of British Columbia against Verano arising out of what Goodness Growth believes was the wrongful repudiation by Verano of the Arrangement Agreement. The Company is seeking damages, costs and interest, based on Verano's breach of contract and of its duty of good faith and honest performance. Due to uncertainties inherent in litigation, it is not possible for Goodness Growth to predict the timing or final outcome of the legal proceedings against Verano or to determine the amount of damages, if any, that may be awarded.
BalanceSheet and Liquidity
As of December 31, 2022, total current assets were $46.7 million, including cash on hand of $15.1 million. Total current liabilities were $29.7 million.
Following the issuance of 15,000,000 Subordinate Voting Shares to the lenders in connection with the fifth amendment to the Company’s credit facility, and the conversion of the Company’s former Super Voting Shares to Subordinate Shares, the Company will have a total of 128,126,330 equity shares issued and outstanding on an as-converted basis, 178,921,494 shares outstanding on an as-converted, fully diluted basis, and 131,348,007 fully-diluted shares on the treasury method basis.
ConferenceCall and Webcast Information
Goodness Growth management will host a conference call with research analysts on Monday, April 3, 2023 at 8:30 a.m. ET (7:30 a.m. CT) to discuss its financial results for its fourth quarter and year ended December 31, 2022. Interested parties may attend the conference call by dialing 1-888-414-4585 (Toll-Free) (US and Canada) or 1-646-960-0331 (Toll) (International) and referencing conference ID number 8663261.
A live audio webcast of this event will also be available in the Events & Presentations section of the Company’s Investor Relations website and via the following link:
https://events.q4inc.com/attendee/585633808.
AboutGoodness Growth Holdings, Inc.
Goodness Growth Holdings, Inc. is a cannabis company whose mission is to provide safe access, quality products and value to its customers while supporting its local communities through active participation and restorative justice programs. The Company is evolving with the industry and is in the midst of a transformation to being significantly more customer-centric across its operations, which include cultivation, manufacturing, wholesale and retail business lines. Today, the Company is licensed to grow, process, and/or distribute cannabis in five markets and operates 18 dispensaries in four states. For more information about Goodness Growth Holdings, please visit www.goodnessgrowth.com.
AdditionalInformation
Additional information relating to the Company’s full year 2022 results will be available on EDGAR and SEDAR later today. Goodness Growth management occasionally elects to provide certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and adjusted EBITDA (defined as earnings before interest, taxes, depreciation, and amortization, less certain non-cash equity compensation expense, one-time transactions, and other non-recurring non-cash items) in circumstances which it believes provide additional perspective and insights when analyzing the core operating performance of the business. These measures do not have any standardized meaning and may not be comparable to similar measures presented by other issuers. During fiscal year 2022, Goodness Growth management discussed and provided reconciliations of quarterly EBITDA and Adjusted EBITDA to directly comparable GAAP financial measures. As a result, references and reconciliations to these measures have been provided in this press release. However, management does not undertake any responsibility to provide similar disclosures in future periods. Please see the Supplemental Information and Reconciliation of Non-GAAP Financial Measures at the end of this news release for more detailed information regarding non-GAAP financial measures.
ContactInformation
| Investor<br> Inquiries: | Media<br> Inquiries: |
|---|---|
| Sam<br> Gibbons | Amanda<br> Hutcheson |
| Chief<br> of Staff, VP Investor Relations | Senior Manager, Communications |
| samgibbons@goodnessgrowth.com | amandahutcheson@goodnessgrowth.com |
| (612)<br> 314-8995 | (919)<br> 815-1476 |
Forward-LookingStatement Disclosure
This press release contains “forward-looking information” within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this press release constitutes “financial outlooks” within the meaning of applicable United States or Canadian securities laws, such information is being provided as preliminary financial results and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as “should,” “believe,” “estimate,” “would,” “looking forward,” “may,” “continue,” “expect,” “expected,” “will,” “believe,” “subject to,” and “pending,” variations of such words and phrases, or any verbs in the future tense. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein and in our Annual Report on Form 10-K filed with the Securities Exchange Commission. Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue, adjusted EBITDA, and cash on hand may differ materially from the values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.
Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, risks related to the timing of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to epidemics and pandemics, including the COVID-19 pandemic; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business; liquidity and the ability of the Company to raise additional financing to continue as a going concern; the timing of adult-use sales in New York, Maryland and, potentially, Minnesota; the Company’s ability to meet the demand for flower in Minnesota; risk of failure in from the lawsuit with Verano and the cost of that litigation; our ability to dispose of our assets held for sale at an acceptable price or at all; and risk factors set out in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, which will be available on or before March 31, 2023, on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company's profile on SEDAR at www.sedar.com.
The statements in this press release are made as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.
SupplementalInformation
The financial information reported in this news release is based on audited financial statements for the fiscal year ended December 31, 2022 and unaudited condensed interim consolidated financial statements for the fiscal quarter ended December 31, 2022. All financial information contained in this news release is qualified in its entirety with reference to such financial statements. To the extent that the financial information contained in this news release is inconsistent with the information contained in the Company’s audited financial statements, the financial information contained in this news release shall be deemed to be modified or superseded by the Company’s audited financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.
GOODNESSGROWTH HOLDINGS, INC.
CONSOLIDATEDBALANCE SHEETS AS OF DECEMBER 31, 2022 AND 2021
(AmountsExpressed in United States Dollars, Except for Share Amounts)
| December<br> 31, | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| Assets | |||||
| Current<br> assets: | |||||
| Cash | 15,149,333 | $ | 15,155,279 | ||
| Accounts<br> receivable, net of allowance for doubtful accounts of 480,979 and 572,080, respectively | 4,286,072 | 4,502,469 | |||
| Inventory | 20,508,023 | 20,422,061 | |||
| Prepayments<br> and other current assets | 2,544,532 | 1,560,113 | |||
| Assets<br> Held for Sale | 4,240,781 | — | |||
| Total<br> current assets | 46,728,741 | 41,639,922 | |||
| Property<br> and equipment, net | 89,606,932 | 99,488,559 | |||
| Operating<br> lease, right-of-use asset | 6,110,787 | 8,510,499 | |||
| Notes<br> receivable, long-term | 3,750,000 | 3,750,000 | |||
| Intangible<br> assets, net | 8,776,946 | 10,184,289 | |||
| Goodwill | 183,836 | 183,836 | |||
| Deposits | 2,312,161 | 1,718,206 | |||
| Deferred<br> tax assets | 1,687,000 | 1,495,000 | |||
| Total<br> assets | 159,156,403 | $ | 166,970,311 | ||
| Liabilities | |||||
| Current<br> liabilities | |||||
| Accounts<br> Payable and Accrued liabilities | 14,928,780 | $ | 14,805,473 | ||
| Long-Term<br> debt, current portion | 11,780,000 | — | |||
| Right<br> of use liability | 1,680,294 | 1,600,931 | |||
| Liabilities<br> held for sale | 1,319,847 | — | |||
| Total<br> current liabilities | 29,708,921 | 16,406,404 | |||
| Right-of-use<br> liability | 79,757,994 | 80,228,097 | |||
| Long-Term<br> debt | 46,248,604 | 27,329,907 | |||
| Total<br> liabilities | 155,715,519 | $ | 123,964,408 | ||
| Stockholders’<br> equity | |||||
| Subordinate<br> Voting Shares (- par value, unlimited shares authorized; 86,721,030 shares issued and outstanding) | — | — | |||
| Multiple<br> Voting Shares (- par value, unlimited shares authorized; 348,642 shares issued and outstanding) | — | — | |||
| Super<br> Voting Shares (- par value; unlimited shares authorized; 65,411 shares issued and outstanding, respectively) | — | — | |||
| Additional<br> Paid in Capital | 181,321,847 | 178,429,422 | |||
| Accumulated<br> deficit | (177,880,963 | ) | (135,423,519 | ) | |
| Total<br> stockholders' equity | 3,440,884 | $ | 43,005,903 | ||
| Total<br> liabilities and stockholders' equity | 159,156,403 | $ | 166,970,311 |
All values are in US Dollars.
GOODNESSGROWTH HOLDINGS, INC.
CONSOLIDATEDSTATEMENTS OF OPERATIONS
THREEMONTHS AND YEAR ENDED DECEMBER 31, 2022 AND 2021
(AmountsExpressed in United States Dollars, Except for Share Amounts)
| Three<br> Months Ended | Year<br> Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December<br> 31, | December<br> 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenue | $ | 19,043,046 | $ | 13,655,947 | $ | 74,625,867 | $ | 54,446,168 | ||||
| Cost<br> of sales | ||||||||||||
| Product<br> costs | 9,891,449 | 9,323,900 | 39,423,918 | 32,006,403 | ||||||||
| Inventory<br> valuation adjustments | 636,000 | 2,177,080 | 4,293,788 | 2,641,080 | ||||||||
| Gross<br> profit | 8,515,597 | 2,154,967 | 30,908,161 | 19,798,685 | ||||||||
| Operating<br> expenses: | ||||||||||||
| Selling,<br> general and administrative | 7,430,550 | 9,213,920 | 33,823,686 | 33,655,780 | ||||||||
| Stock-based<br> compensation expenses | 57,603 | 892,821 | 2,694,197 | 5,182,641 | ||||||||
| Depreciation | 165,913 | 108,706 | 653,077 | 624,613 | ||||||||
| Amortization | 159,766 | 197,888 | 676,566 | 817,215 | ||||||||
| Total<br> operating expenses | 7,813,832 | 10,413,335 | 37,847,526 | 40,280,249 | ||||||||
| Gain<br> (loss) from operations | 701,765 | (8,258,368 | ) | (6,939,365 | ) | (20,481,564 | ) | |||||
| Other<br> income (expense): | ||||||||||||
| Impairment<br> of long-lived assets | (1,119,583 | ) | (5,169,951 | ) | (8,596,201 | ) | (5,169,951 | ) | ||||
| Gain<br> on disposal of assets | 157,169 | 6,465,932 | 322,181 | 6,903,039 | ||||||||
| Interest<br> expenses, net | (7,120,667 | ) | (4,538,313 | ) | (22,593,552 | ) | (10,575,370 | ) | ||||
| Other<br> income (expenses) | 45,518 | (278,260 | ) | 1,242,493 | (244,629 | ) | ||||||
| Other<br> income (expenses), net | (8,037,563 | ) | (3,520,592 | ) | (29,625,079 | ) | (9,086,911 | ) | ||||
| Loss<br> before income taxes | (7,335,798 | ) | (11,778,960 | ) | (36,564,444 | ) | (29,568,475 | ) | ||||
| Current<br> income tax expenses | (1,955,000 | ) | (2,310,000 | ) | (6,085,000 | ) | (5,460,000 | ) | ||||
| Deferred<br> income tax recoveries | (3,993,000 | ) | 1,158,000 | 192,000 | 1,338,000 | |||||||
| Net<br> loss and comprehensive loss | (13,283,798 | ) | (12,930,960 | ) | (42,457,444 | ) | (33,690,475 | ) | ||||
| Net<br> loss per share - basic and diluted | $ | (0.10 | ) | $ | (0.10 | ) | $ | (0.33 | ) | $ | (0.27 | ) |
| Weighted<br> average shares used in computation of net loss per share - basic & diluted | 128,126,330 | 127,107,285 | 128,126,330 | 123,814,521 |
GOODNESSGROWTH HOLDINGS, INC.
CONSOLIDATEDSTATEMENTS OF CASH FLOWS
YEARENDED DECEMBER 31, 2022 AND 2021
(AmountsExpressed in United States Dollars, Except for Share Amounts)
| December<br> 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| CASH<br> FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net<br> loss | $ | (42,457,444 | ) | $ | (33,690,475 | ) |
| Adjustments<br> to reconcile net loss to net cash used in operating activities: | ||||||
| Inventory<br> valuation adjustments | 4,293,788 | 2,641,080 | ||||
| Depreciation | 653,077 | 624,613 | ||||
| Depreciation<br> capitalized into inventory | 2,682,818 | 2,404,711 | ||||
| Non-cash<br> operating lease expense | 934,443 | 1,005,754 | ||||
| Amortization<br> of intangible assets | 676,566 | 817,215 | ||||
| Stock-based<br> payments | 2,885,223 | 5,182,641 | ||||
| Interest<br> Expense | 4,935,616 | 2,687,693 | ||||
| Impairment<br> of long-lived assets | 8,596,201 | 5,169,951 | ||||
| Deferred<br> income tax | (192,000 | ) | (1,338,000 | ) | ||
| Accretion | 3,979,503 | 1,932,316 | ||||
| Gain<br> on Sale of Property and Equipment | (173,938 | ) | — | |||
| Gain<br> on disposal of AZ Dispensary | — | (6,465,932 | ) | |||
| Gain<br> on disposal of OMS | — | (437,107 | ) | |||
| Gain<br> on disposal of royalty asset | (168,359 | ) | — | |||
| Change<br> in operating assets and liabilities: | ||||||
| Accounts<br> Receivable | 227,747 | (3,488,926 | ) | |||
| Prepaid<br> expenses | (984,419 | ) | 8,996 | |||
| Inventory | (3,992,663 | ) | (10,347,840 | ) | ||
| Accounts<br> payable and accrued liabilities | 30,576 | 2,651,270 | ||||
| Change<br> in assets and liabilities held for sale | — | 124,843 | ||||
| Net<br> cash used in operating activities | $ | (18,073,265 | ) | $ | (30,517,197 | ) |
| CASH<br> FLOWS FROM INVESTING ACTIVITIES: | ||||||
| PP&E<br> Additions | $ | (5,561,663 | ) | $ | (18,043,946 | ) |
| Proceeds<br> from sale of AZ Dispensary net of cash | — | 15,125,010 | ||||
| Proceeds<br> from sale of property, plant, and equipment | 395,458 | — | ||||
| Proceeds<br> from sale of royalty asset | 236,635 | — | ||||
| Acquisition<br> of Charm City | — | (3,543,830 | ) | |||
| Acquisition<br> of MJ Distributing | — | (1,592,500 | ) | |||
| Proceeds<br> from sale of OMS net of cash | — | 1,150,000 | ||||
| Deposits | (686,948 | ) | (306,082 | ) | ||
| Net<br> cash provided by (used in) investing activities | $ | (5,616,518 | ) | $ | (7,211,348 | ) |
| CASH<br> FLOWS FROM FINANCING ACTIVITIES | ||||||
| Proceeds<br> from long-term debt, net of issuance costs | $ | 25,763,080 | $ | 27,108,239 | ||
| Convertible<br> debt payment | — | (900,000 | ) | |||
| Proceeds<br> from option exercises | 7,201 | 1,209,605 | ||||
| Proceeds<br> from warrant exercises | — | — | ||||
| Debt<br> principal payments | — | (60,000 | ) | |||
| Lease<br> principal payments | (2,086,444 | ) | (1,579,700 | ) | ||
| Net<br> cash provided by financing activities | $ | 23,683,837 | $ | 25,778,144 | ||
| Net<br> change in cash and restricted cash | $ | (5,946 | ) | $ | (11,950,401 | ) |
| Cash<br> and restricted cash, beginning of period | $ | 15,155,279 | $ | 27,105,680 | ||
| Cash<br> and restricted cash, end of period | $ | 15,149,333 | $ | 15,155,279 |
GOODNESSGROWTH HOLDINGS, INC.
STATE-BY-STATEREVENUE PERFORMANCE
THREEMONTHS AND YEAR ENDED DECEMBER 31, 2022 AND 2021
| Three<br> Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December<br> 31, | ||||||||||
| 2022 | 2021 | Change | %<br> Change | |||||||
| Retail: | ||||||||||
| MN | $ | 10,622,384 | $ | 5,668,492 | 87 | % | ||||
| NY | 2,482,884 | 2,894,794 | ) | (14 | )% | |||||
| AZ | — | 665,001 | ) | (100 | )% | |||||
| NM | 1,055,902 | 926,356 | 14 | % | ||||||
| MD | 2,124,796 | 1,290,684 | 65 | % | ||||||
| Total<br> Retail | $ | 16,285,966 | $ | 11,445,327 | 42 | % | ||||
| Wholesale: | ||||||||||
| AZ | $ | — | $ | 765,040 | ) | (100 | )% | |||
| MD | 1,312,537 | 1,117,308 | 17 | % | ||||||
| NY | 1,444,543 | 328,272 | 340 | % | ||||||
| MN | — | — | 100 | % | ||||||
| Total<br> Wholesale | $ | 2,757,080 | $ | 2,210,620 | 25 | % | ||||
| Total<br> Revenue | $ | 19,043,046 | $ | 13,655,947 | 39 | % | ||||
| AZ<br> Revenue | $ | — | $ | (1,430,041 | ) | (100 | )% | |||
| Total<br> Revenue excluding AZ Retail | $ | 19,043,046 | $ | 12,225,906 | 56 | % |
All values are in US Dollars.
| Year<br> Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December<br> 31, | |||||||||||
| 2022 | 2021 | Change | %<br> Change | ||||||||
| Retail: | |||||||||||
| MN | $ | 37,461,646 | $ | 21,795,356 | 72 | % | |||||
| NY | 10,676,424 | 11,473,918 | ) | (7 | )% | ||||||
| AZ | — | 5,053,669 | ) | (100 | )% | ||||||
| NM | 6,040,847 | 3,100,803 | 95 | % | |||||||
| MD | 7,944,440 | 3,268,639 | 143 | % | |||||||
| Total<br> Retail | $ | 62,123,357 | $ | 44,692,385 | 39 | % | |||||
| Wholesale: | |||||||||||
| AZ | $ | 2,361,233 | $ | 3,519,835 | ) | (33 | )% | ||||
| MD | 5,474,824 | 3,688,359 | 48 | % | |||||||
| NY | 3,994,313 | 2,478,906 | 61 | % | |||||||
| MN | 672,140 | — | 100 | % | |||||||
| OH | — | 66,683 | ) | (100 | )% | ||||||
| Total<br> Wholesale | $ | 12,502,510 | $ | 9,753,783 | 28 | % | |||||
| Total<br> Revenue | $ | 74,625,867 | $ | 54,446,168 | 37 | % | |||||
| AZ<br> Retail and OH Revenue | $ | (2,361,233 | ) | $ | (8,640,187 | ) | (73 | )% | |||
| Total<br> Revenue excluding AZ Retail and OH | $ | 72,264,634 | $ | 45,805,981 | 58 | % |
All values are in US Dollars.
Reconciliationof Non-GAAP Financial Measures
Goodness Growth management occasionally elects to provide certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and adjusted EBITDA (defined as earnings before interest, taxes, depreciation, and amortization, less certain non-cash equity compensation expense, one-time transactions, and other non-recurring non-cash items) in circumstances which it believes provide additional perspective and insights when analyzing the core operating performance of the business.
During fiscal year 2022, Goodness Growth management discussed and provided quarterly EBITDA and Adjusted EBITDA financial disclosures. EBITDA and Adjusted EBITDA are non-GAAP measures and do not have standardized definitions under GAAP and may not be comparable to similar measures presented by other issuers. The Company does not intend to provide Adjusted EBITDA disclosures in future periods.
The following information provides reconciliations of the supplemental non-GAAP financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.
Reconciliationof Net Loss to EBITDA and Adjusted EBITDA
| Three<br> Months Ended | Year<br> Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December<br> 31, | December<br> 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net<br> income (loss) | $ | (13,283,798 | ) | $ | (12,930,960 | ) | $ | (42,457,444 | ) | $ | (33,690,475 | ) |
| Interest<br> expense, net | 7,120,667 | 4,538,313 | 22,593,552 | 10,575,370 | ||||||||
| Income<br> taxes | 5,948,000 | 1,152,000 | 5,893,000 | 4,122,000 | ||||||||
| Depreciation<br> & Amortization | 325,679 | 306,594 | 1,329,643 | 1,441,828 | ||||||||
| Depreciation<br> included in cost of goods sold | 723,282 | 726,153 | 2,682,818 | 2,404,711 | ||||||||
| EBITDA<br> (non-GAAP) | $ | 833,830 | $ | (6,207,900 | ) | $ | (9,958,431 | ) | $ | (15,146,566 | ) | |
| Inventory<br> adjustment | 636,000 | 2,177,080 | 4,293,788 | 2,641,080 | ||||||||
| Loss<br> on impairment of long-lived assets | 1,119,583 | 5,169,951 | 8,596,201 | 5,169,951 | ||||||||
| Stock-based<br> compensation | 57,603 | 892,821 | 2,694,197 | 5,182,641 | ||||||||
| Other<br> income | — | — | (1,190,863 | ) | — | |||||||
| Gain<br> on disposal of assets | (157,169 | ) | (6,465,932 | ) | (322,181 | ) | (6,903,039 | ) | ||||
| Adjusted<br> EBITDA (non-GAAP) | $ | 2,489,847 | $ | (4,433,980 | ) | $ | 4,112,711 | $ | (9,055,933 | ) |