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TerrAscend Reports Record First Quarter 2023 Revenue

  • First quarter 2023 record Net Revenue of $69.4 million, an increase of 42.8% year-over-year
  • 6th consecutive quarter of sequential revenue growth and 3rd consecutive quarter of positive and increasing cash flow from operations
  • Generated positive free cash flow for the first time since the first quarter of 2021
  • Gross profit margin improved 420 basis points sequentially to 48.8%
  • Progress continues towards TSX listing upon shareholder vote on June 22nd

TORONTO, May 11, 2023 /CNW/ - TerrAscend Corp. ("TerrAscend" or the "Company") (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today reported its financial results for the first quarter ended March 31, 2023. All amounts are expressed in U.S. dollars and are prepared under U.S. Generally Accepted Accounting Principles (GAAP), unless indicated otherwise.

The following financial measures are reported as results from continuing operations due to the shutdown of the licensed producer business in Canada, which is reported as discontinued operations for all of 2022. All historical periods have been restated accordingly.

First Quarter 2023 Financial Highlights

  • Net Revenue was $69.4 million, an increase of 0.6% sequentially and 42.8% year-over-year.
  • Gross Profit Margin was 48.8%, compared to 44.6% in Q4 2022 and 32.1% in Q1 2022.
  • Adjusted Gross Profit Margin1 was 49.0%, compared to 45.3% in Q4 2022 and 40.3% in Q1 2022.
  • GAAP Net loss from continuing operations was $19.2 million, compared to $2.0 million in Q4 2022 and $13.8 million in Q1 2022.
  • EBITDA from continuing operations1 was $6.1 million, compared to $30.0 million in Q4 2022 and $1.1 million in Q1 2022.
  • Adjusted EBITDA from continuing operations1 was $12.2 million, compared to $12.2 million in Q4 2022 and $4.9 million in Q1 2022.
  • Adjusted EBITDA Margin from continuing operations1 was 17.6%, compared to 17.7% in Q4 2022 and 10.1% in Q1 2022.
  • Cashflow provided by (used in) continuing operations was $8.4 million compared to $7.3 million in Q4 2022 and ($18.8) million in Q1 2022.
  • Free cash flow was a positive $5.9 million compared to ($6.9) million in Q4 2022 and ($23.0) million in Q1 2022.
  • Cash and Cash Equivalents totaled $32.9 million as of March 31, 2023 as compared to $26.2 million as of December 31, 2022.

"Despite a challenging environment, revenue in the first quarter increased 42.8% year-over-year, gross margins significantly improved by 420 basis points sequentially to 48.8% and, importantly, we generated positive free cash flow of $5.9 million. This was our sixth consecutive quarter of sequential revenue growth and our third consecutive quarter with positive and increasing cash flow from operations," commented Jason Wild, Executive Chairman of TerrAscend. "2023 will show substantial revenue growth. We operate in a number of attractive states that are converting to adult-use, with Maryland starting on July 1st. While we would like to see the industry on stronger footing overall, we do believe that the distressed environment will present opportunities for us to acquire assets which could drive significant additional profitability for the Company."

Financial Summary Q1 2023 and Comparative Periods
All figures are restated for the Canadian business recorded as discontinued operations.

(in millions of U.S. Dollars)

 

Q1 2023

 

Q4 2022

 

Q1 2022

Revenue, net

 

69.4

 

69.0

 

48.6

Quarter-over-Quarter increase (decrease)

 

0.6 %

 

4.2 %

 

5.9 %

Year-over-Year increase

 

42.8 %

 

50.3 %

 

-2.2 %

       

Gross profit

 

33.9

 

30.8

 

15.6

Gross profit margin

 

48.8 %

 

44.6 %

 

32.1 %

       

Adjusted Gross Profit1

 

34.0

 

31.3

 

19.6

Adjusted Gross Profit Margin %

 

49.0 %

 

45.3 %

 

40.3 %

       

General & Administrative expense

 

27.7

 

35.2

 

21.5

Share-based compensation expense (included in G&A expense above)

1.7

 

1.6

 

3.4

G&A as a % of revenue, net

 

39.9 %

 

51.0 %

 

44.2 %

       

Net (loss) income from continuing operations

 

(19.2)

 

(2.0)

 

(13.8)

       

EBITDA from continuing operations1

 

6.1

 

30.0

 

1.1

Adjusted EBITDA from continuing operations1

 

12.2

 

12.2

 

4.9

Adjusted EBITDA Margin from continuing operations

 

17.6 %

 

17.7 %

 

10.1 %

       

Cash (used in) provided by operations

 

8.4

 

7.3

 

(18.8)

1. Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA from continuing operations, Adjusted EBITDA from continuing operations and Adjusted EBITDA Margin from continuing operations are non-GAAP measures. Please see discussion of non-GAAP measures and reconciliation to Gross Profit (for Adjusted Gross Profit), Net Income/(Loss) (for Adjusted EBITDA from continuing operations) and Net Revenue (for Adjusted Gross Profit Margin and Adjusted EBITDA Margin from continuing operations), the closest comparable GAAP measures, at the end of this press release.


First Quarter 2023 Business and Operational Highlights

  • Applied to list common shares on the Toronto Stock Exchange (TSX), upon completion of a reorganization which is expected to qualify the Company for listing, subject to shareholder approval at the Company's annual general meeting scheduled for June 22nd, and subject to TSX approval.
  • Promoted Ziad Ghanem to Chief Executive Officer.
  • Launched Gage branded products in Maryland.
  • Partnered with The Hoffman Centers to offer free expungement services in New Jersey.
  • Held grand opening of 18th Michigan retail location at Lemonnade Center Line.
  • Appointed Jeroen De Beijer as Chief People and Culture Officer.
  • Launched adult-use cannabis sales at Cookies Detroit retail location.
  • Closed on acquisition of Allegany Medical Marijuana Dispensary (AMMD), a high performing and well located dispensary in Maryland.
  • Entered into multi-year agreement to introduce Wana's products at The Apothecarium retail stores and additional third-party retailers in New Jersey and Maryland.

Subsequent Events

  • Announced details of internal reorganization in connection with proposed uplisting to the TSX.
  • Expanded partnership with Cookies to cultivate and manufacture top-shelf genetics in Maryland.
  • Increased ownership interest in Cookies Retail Canada Corp to 95% of the issued and outstanding shares.

First Quarter 2023 Financial Results 
Net revenue for the first quarter of 2023 was $69.4 million as compared to fourth quarter of 2022 net revenue of $69.0, representing 0.6% growth sequentially and 42.8% growth year over year. The sequential growth was driven primarily by strong performance in New Jersey and the closing of the Allegany dispensary acquisition in Maryland, partially offset by first quarter versus fourth quarter seasonality.

Gross margin for the first quarter of 2023 was 48.8% as compared to 44.6% in the fourth quarter of 2022 and 32.1% in the first quarter of 2022. Adjusted gross profit margin, a non-GAAP financial measure, was 49.0% for the first quarter of 2022 as compared to 45.3% for the fourth quarter of 2022 and 40.3% for the first quarter of 2022. The 420 basis point sequential improvement in gross profit margin from the fourth quarter of 2022 to the first quarter of 2023 was driven by increased yields, optimization of mix and better utilization of capacity in New Jersey, Michigan and Maryland. 

General & Administrative (G&A) expenses, excluding share-based compensation expense, for the first quarter of 2023 were $26.0 million as compared to $33.6 million in the fourth quarter of 2022 and $18.1 million in the first quarter of 2022. Excluding one-time items of $1.9 million in the first quarter primarily related to SOX implementation and legal settlements, and $9.9 million in the fourth quarter mainly related to bad debt, as previously disclosed, G&A expenses were $24.1 million and $23.7 million, respectively, with the modest increase mainly related to the acquisition of the AMMD dispensary in Maryland.  Share based compensation expense in the first quarter of 2023 was $1.7 million as compared to $1.6 million in the fourth quarter of 2022 and $3.4 million in the first quarter of 2022.

GAAP Net loss from continuing operations in the first quarter of 2023 was $19.2 million compared to $2.0 million in the fourth quarter of 2022 and $13.8 million in the first quarter of 2022.  The increase in net loss of $17.2 million quarter over quarter primarily relates to a $21.2 million reversal of goodwill and intangibles impairments in the fourth quarter of 2022 related to the finalization of the acquisition accounting for Gage. 

Adjusted EBITDA from continuing operations for the first quarter of 2023, a non-GAAP measure, was $12.2 million, representing a 17.6% margin, compared to $12.2 million and a 17.7% margin in the fourth quarter of 2022 and $4.9 million and a 10.1% margin in the first quarter of 2022. 

Balance Sheet and Cash Flow
Cash and cash equivalents were $32.9 million as of March 31, 2023, compared to $26.2 million as of December 31, 2022. Cash provided by operations was $8.4 million for the first quarter of 2023 compared to $7.3 million in the previous quarter.  The quarter-over-quarter increase was driven by reduced interest payments partially offset by an increase in inventory in Maryland related to the scale up of the new facility and the preparation for adult use beginning July 1st.  Accrued income tax related to the current quarter was $7.6 million.  No cash income tax payments were made during the quarter.  Capex spending was $2.5 million in the first quarter of 2023, primarily related to two store openings in Michigan, compared to $14.2 million in Q4 2022, primarily related to completion of the Hagerstown, MD facility, and $4.2 million in Q1 2022.   Free cash flow for the quarter was a positive $5.9 million compared to ($6.9) million in Q4 2022 and ($23.0) million in Q1 2022.

The Company received $12.7 million during the quarter related to a factoring with recourse agreement for employee retention credits.  The Company also closed on the acquisition of AMMD for all cash consideration of $9.6 million

As of May 10, 2023 there were 351 million basic shares outstanding including 275 million common shares, 13 million preferred shares as converted, and 63 million exchangeable non-voting shares. Additionally, there are 65 million warrants and options outstanding at a weighted average price of $4.33

Conference Call
TerrAscend will host a conference call today, May 11, 2023, to discuss these results. Jason Wild, Executive Chairman, Ziad Ghanem, Chief Executive Officer, and Keith Stauffer, Chief Financial Officer, will host the call starting at 5:00 p.m. Eastern time. A question-and-answer session will follow management's presentation.

CONFERENCE CALL DETAILS

  

Date:

Thursday, May 11, 2023

Time:

5:00 p.m. Eastern Time

RapidConnect URL:

https://emportal.ink/40NjnQ4

Webcast:

Click Here

Dial-in Number:

1-888-664-6392

Conference ID:

90703912

Replay:

416-764-8677 or 1-888-390-0541

Available until 12:00 midnight Eastern Time Thursday, May 25, 2023

Replay Entry Code: 703912#


Financial results and analyses are available on the Company's website (www.terrascend.com) and SEDAR (www.sedar.com).

The Canadian Securities Exchange ("CSE") has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

About TerrAscend
TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania, New Jersey, Maryland, Michigan and California and retail operations in Canada. TerrAscend operates The Apothecarium and Gage dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend's cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns several synergistic businesses and brands including Gage Cannabis, The Apothecarium, Ilera Healthcare, Kind Tree, Legend, State Flower, and Valhalla Confections. For more information visitwww.terrascend.com.

Caution Regarding Cannabis Operations in the United States
Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute, or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve TerrAscend of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against TerrAscend. The enforcement of federal laws in the United States is a significant risk to the business of TerrAscend and any proceedings brought against TerrAscend thereunder may adversely affect TerrAscend's operations and financial performance.

Forward Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, "may", "would", "could", "will", "likely", "expect", "anticipate", "believe, "intend", "plan", "forecast", "project", "estimate", "outlook" and other similar expressions, and include statements with respect to future revenue and profits. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management 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, current and future market conditions; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; and the risk factors set out in the Company's most recently filed MD&A, filed with the Canadian securities regulators and available under the Company's profile on SEDAR at www.sedar.com and in the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 16, 2023.

The statements in this press release are made as of the date of this release. The Company disclaims any intent or obligation to update any forward-looking information, whether, as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws.

Definition and Reconciliation of Non-GAAP Measures
In addition to reporting the financial results in accordance with GAAP, the Company reports certain financial results that differ from what is reported under GAAP. Non-GAAP measures used by management do not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. The Company believes that certain investors and analysts use these measures to measure a company's ability to meet other payment obligations or as a common measurement to value companies in the cannabis industry, and the Company calculates Adjusted Gross Profit and Adjusted Gross Profit Margin as Gross Profit and gross profit margin adjusted for certain material non-cash items including the one-time relief of fair value of inventory on acquisition, non-cash write downs of inventory, sales returns and write downs of inventory as a result of a vape recall in Pennsylvania, and other one-time adjustments to gross profit that management does not believe are reflective of ongoing operations. We calculate Adjusted EBITDA from continuing operations and Adjusted EBITDA Margin from continuing operations as EBITDA from continuing operations adjusted for certain material non-cash items such as inventory write downs outside of the normal course of operations, share based compensation expense, impairment charges taken on goodwill, intangible assets and property and equipment, the gain or loss recognized on the revaluation of our contingent consideration liabilities, one-time write off of accounts receivable related to one customer that was deemed uncollectible, loan modification fees related to the modification of debt, the gain recognized on the extinguishment of debt, the gain or loss recognized on the remeasurement of the fair value of the U.S denominated preferred share warrants, one time fees incurred in connection with our acquisitions and certain other adjustments management believes are not reflective of the ongoing operations and performance. Such information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The Company believes this definition is a useful measure to assess the performance of the Company as it provides more meaningful operating results by excluding the effects of expenses that are not reflective of the Company's underlying business performance and other one-time or non-recurring expenses.

TerrAscend Corp.
Unaudited Interim Condensed Consolidated Balance Sheets
(Amounts expressed in thousands of United States dollars, except for share and per share amounts)

  

At

  

At

 
  

March 31, 2023

  

December 31, 2022

 

Assets

      

Current Assets

      

Cash and cash equivalents

 

$

32,931

  

$

26,158

 

Restricted cash

  

606

   

605

 

Accounts receivable, net

  

8,993

   

22,443

 

Investments

  

2,026

   

3,595

 

Inventory

  

50,810

   

46,335

 

Assets held for sale

  

14,266

   

17,349

 

Prepaid expenses and other current assets

  

3,627

   

4,937

 

Current assets from discontinued operations

  

525

   

571

 
   

113,784

   

121,993

 

Non-Current Assets

      

Property and equipment, net

  

214,035

   

215,812

 

Deposits

  

740

   

837

 

Operating lease right of use assets

  

29,951

   

29,451

 

Intangible assets, net

  

243,759

   

239,704

 

Goodwill

  

95,713

   

90,328

 

Other non-current assets

  

3,594

   

3,462

 
   

587,792

   

579,594

 

Total Assets

 

$

701,576

  

$

701,587

 
       

Liabilities and Shareholders' Equity

      

Current Liabilities

      

Accounts payable and accrued liabilities

 

$

50,784

   

44,286

 

Deferred revenue

  

2,740

   

2,935

 

Loans payable, current

  

51,397

   

48,335

 

Contingent consideration payable, current

  

4,434

   

5,184

 

Operating lease liability, current

  

2,314

   

1,857

 

Lease obligations under finance leases, current

  

535

   

521

 

Corporate income tax payable

  

34,737

   

23,077

 

Other current liabilities

  

1,663

   

2,599

 

Current liabilities from discontinued operations

  

7,468

   

9,111

 
   

156,072

   

137,905

 

Non-Current Liabilities

      

Loans payable, non-current

  

146,168

   

145,852

 

Operating lease liability, non-current

  

31,836

   

31,545

 

Lease obligations under finance leases, non-current

  

6,614

   

6,713

 

Warrant liability

  

267

   

711

 

Deferred income tax liability

  

34,498

   

30,700

 

Financing obligations

  

10,979

   

11,198

 

Other long term liabilities

  

15,841

   

15,792

 
   

246,203

   

242,511

 

Total Liabilities

  

402,275

   

380,416

 

Commitments and Contingencies

      

Shareholders' Equity

      

Share Capital

      

Series A, convertible preferred stock, no par value, unlimited shares authorized; 12,350 and 12,608 shares outstanding as of March 31, 2023 and December 31, 2022, respectively

  

   

 

Series B, convertible preferred stock, no par value, unlimited shares authorized; 600 and 600 shares outstanding as of March 31, 2023 and December 31, 2022, respectively

  

   

 

Series C, convertible preferred stock, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31, 2023 and December 31, 2022, respectively

  

   

 

Series D, convertible preferred stock, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31, 2023 and December 31, 2022, respectively

  

   

 

Proportionate voting shares, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31, 2023 and December 31, 2022, respectively

  

   

 

Exchangeable shares, no par value, unlimited shares authorized; 63,492,038 and 76,996,538 shares outstanding as of March 31, 2023 and December 31, 2022, respectively

  

   

 

Common stock, no par value, unlimited shares authorized; 274,653,743 and 259,624,531 shares outstanding as of March 31, 2023 and December 31, 2022, respectively

  

   

 

Additional paid in capital

  

936,404

   

934,972

 

Accumulated other comprehensive income

  

1,738

   

2,085

 

Accumulated deficit

  

(641,517)

   

(618,260)

 

Non-controlling interest

  

2,676

   

2,374

 

Total Shareholders' Equity

  

299,301

   

321,171

 

Total Liabilities and Shareholders' Equity

 

$

701,576

  

$

701,587

 


TerrAscend Corp.
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
(Amounts expressed in thousands of United States dollars, except for share and per share amounts)

  

For the Three Months Ended

 
   

March 31, 2023

  

March 31, 2022

 

Revenue

  

$

69,720

  

$

49,060

 

Excise and cultivation tax

   

(322)

   

(475)

 

Revenue, net

   

69,398

   

48,585

 
        

Cost of Sales

   

35,498

   

32,961

 
        

Gross profit

   

33,900

   

15,624

 
        

Operating expenses:

       

General and administrative

   

27,730

   

21,424

 

Amortization and depreciation

   

2,029

   

2,175

 

Impairment of property and equipment

   

335

   

 

Total operating expenses

   

30,094

   

23,599

 
        

Income (loss) from operations

   

3,806

   

(7,975)

 

Other (income) expense

       

Loss from revaluation of contingent consideration

   

   

119

 

Gain on fair value of warrants and purchase option derivative asset

   

(438)

   

(5,713)

 

Finance and other expenses

   

10,087

   

6,655

 

Transaction and restructuring costs

   

3

   

615

 

Unrealized and realized foreign exchange (gain) loss

   

(31)

   

356

 

Unrealized and realized loss on investments

   

699

   

 

Loss from continuing operations before provision from income taxes

   

(6,514)

   

(10,007)

 

Provision for income taxes

   

12,664

   

3,743

 

Net loss from continuing operations

  

$

(19,178)

  

$

(13,750)

 
        

Discontinued operations:

       

   Loss from discontinued operations, net of tax

   

(3,591)

   

(2,256)

 

Net loss

  

$

(22,769)

  

$

(16,006)

 
        

Foreign currency translation

   

347

   

3,607

 

Comprehensive loss

  

$

(23,116)

  

$

(19,613)

 
        

Net (loss) income from continuing operations attributable to:

       

Common and proportionate Shareholders of the Company

  

$

(21,364)

  

$

(14,101)

 

Non-controlling interests

   

2,186

   

351

 
        

Comprehensive (loss) income from continuing operations attributable to:

       

Common and proportionate Shareholders of the Company

  

$

(25,302)

  

$

(19,964)

 

Non-controlling interests

   

2,186

  

$

351

 
        

Net loss per share

       

Net loss per share - basic:

       

Continuing operations

  

$

(0.08)

  

$

(0.07)

 

Discontinued operations

  

$

(0.01)

  

$

(0.01)

 

Net loss per share - basic

  

$

(0.09)

  

$

(0.08)

 

Weighted average number of outstanding common and proportionate voting shares

   

267,211,093

   

211,126,932

 
        

Net loss per share - diluted:

       

Continuing operations

  

$

(0.08)

  

$

(0.07)

 

Discontinued operations

  

$

(0.01)

  

$

(0.01)

 

Net loss per share - diluted

  

$

(0.09)

  

$

(0.08)

 

Weighted average number of outstanding common and proportionate voting shares, assuming dilution

   

267,211,093

   

211,126,932

 


TerrAscend Corp.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(Amounts expressed in thousands of United States dollars, except for share and per share amounts)

 

For the Three Months Ended

  

March 31, 2023

  

March 31, 2022

  

Operating activities

       

Net loss from continuing operations

 

$

(19,178)

  

$

(13,750)

  

Adjustments to reconcile net loss to net cash used in operating activities

       

Non-cash write downs of inventory

  

797

   

1,073

  

Accretion expense

  

4,763

   

(1,337)

  

Depreciation of property and equipment and amortization of intangible assets

  

4,771

   

4,642

  

Amortization of operating right-of-use assets

  

454

   

487

  

Share-based compensation

  

1,713

   

3,356

  

Deferred income tax expense

  

1,446

   

(1,134)

  

Gain on fair value of warrants and purchase option derivative

  

(438)

   

(5,713)

  

Gain on disposal of fixed assets

  

307

   

  

Revaluation of contingent consideration

  

   

119

  

Loss on derecognition of right of use assets

  

205

   

  

Release of indemnification asset

  

   

(25)

  

Unrealized and realized foreign exchange (gain) loss

  

(31)

   

356

  

Unrealized and realized loss on investments

  

699

   

  

Changes in operating assets and liabilities

       

Receivables

  

773

   

(2,656)

  

Inventory

  

(4,969)

   

3,755

  

Prepaid expense and other current assets

  

1,203

   

985

  

Deposits

  

97

   

(593)

  

Other assets

  

(131)

   

571

  

Accounts payable and accrued liabilities and other payables

  

6,882

   

(11,151)

  

Operating lease liability

  

(473)

   

(271)

  

Other liability

  

(14)

   

(437)

  

Contingent consideration payable

  

   

(324)

  

Corporate income tax payable

  

11,773

   

4,869

  

Deferred revenue

  

(195)

   

395

  

Net cash (used in) / provided by operating activities- continuing operations

  

10,454

   

(16,783)

  

Net cash (used in) operating activities- discontinued operations

  

(2,020)

   

(2,064)

  

Net cash (used in) / provided by operating activities

  

8,434

   

(18,847)

  
        

Investing activities

       

Investment in property and equipment

  

(2,497)

   

(3,812)

  

Investment in intangible assets

  

(14)

   

(106)

  

Principal payments received on lease receivable

  

111

   

156

  

Receipt of convertible debenture payment

  

738

   

-

  

Deposits for property and equipment

  

   

(6,058)

  

Deposits for business acquisition

  

   

(602)

  

Payments made for land contracts

  

(308)

   

  

Cash portion of consideration paid in acquisitions, net of cash of acquired

  

(9,611)

   

24,716

  

Net cash (used in) / provided by investing activities- continuing operations

  

(11,581)

   

14,294

  

Net cash (used in) /provided by investing activities- discontinued operations

  

   

(381)

  

Net cash (used in) / provided by investing activities

  

(11,581)

   

13,913

  
        

Financing activities

       

Transfer of Employee Retention Credit

  

12,677

   

  

Proceeds from options and warrants exercised

  

81

   

23,925

  

Loan principal paid

  

(1,204)

   

  

Capital contributions paid to non-controlling interests

  

(1,884)

   

(227)

  

Payments of contingent consideration

  

   

(6,630)

  

Payments made for financing obligations

  

(157)

   

  

Net cash provided by financing activities- continuing operations

  

9,513

   

17,068

  

Net cash provided by financing activities- discontinued operations

  

(115)

   

  

Net cash (used in) /provided by financing activities

  

9,398

   

17,068

  
        

Net increase in cash and cash equivalents and restricted cash during the period

  

6,251

   

12,134

  

Net effects of foreign exchange

  

523

   

(3,369)

  

Cash and cash equivalents and restricted cash, beginning of the period

  

26,763

   

79,642

  

Cash and cash equivalents and restricted cash, end of the period

 

$

33,537

  

$

88,407

  
        

Supplemental disclosure with respect to cash flows

       

Income taxes (refund received) paid

 

$

(551)

  

$

8

  

Interest paid

 

$

2,456

  

$

8,271

  

Lease termination fee paid

  

  

$

3,300

  

Non-cash transactions

       

Equity and warrant liability issued as consideration for acquisition

 

$

750

  

$

294,800

  

Shares issued for liability settlement

 

$

593

  

$

22

  

Accrued capital purchases

 

$

555

  

$

56

  
  

For the Three Months Ended

(in thousands of U.S. Dollars)

 

March 31, 2023

 

December 31, 2022

 

March 31, 2022

Revenue, net

 

69,398

 

69,041

 

48,585

       

Gross profit

 

33,900

 

30,798

 

15,624

Add the impact of:

      

Relief of fair value of inventory upon acquisition

 

 

 

1,806

Non-cash write downs of inventory

 

 

 

1,894

Other one time adjustments to gross profit

 

94

 

453

 

238

Adjusted Gross Profit

 

33,994

 

31,251

 

19,562

Adjusted Gross Profit Margin %

 

49.0 %

 

45.3 %

 

40.3 %

  

For the Three Months Ended

(in thousands of U.S. Dollars)

 

March 31, 2023

 

December 31, 2022

 

March 31, 2022

Revenue, net

 

69,398

 

69,041

 

48,585

       

Net loss

 

$                 (22,769)

 

$                 (12,522)

 

$                 (16,006)

Net Loss Margin %

 

-32.8 %

 

-18.1 %

 

-32.9 %

Loss from discontinued operations

 

3,591

 

10,572

 

2,256

Loss from continuing operations

 

(19,178)

 

(1,950)

 

(13,750)

       

Add (deduct) the impact of:

      

Provision for income taxes

 

12,664

 

14,819

 

3,743

Finance expenses

 

7,875

 

12,046

 

6,605

Amortization and depreciation

 

4,771

 

5,046

 

4,525

EBITDA from continuing operations

 

6,132

 

29,961

 

1,123

Add (deduct) the impact of:

      

Relief of fair value upon acquisition

 

 

 

1,806

Vape recall

 

 

 

1,894

Share-based compensation

 

1,713

 

1,638

 

3,356

Impairment of goodwill and intangible assets

 

 

(20,158)

 

Impairment of property and equipment and loss on disposal of fixed assets

 

334

 

241

 

Loss on lease termination and derecognition of ROU asset

 

205

 

1,162

 

Loss (gain) from revaluation of contingent consideration

 

 

(1,250)

 

119

Restructuring and executive severance

 

 

45

 

Legal settlements

 

 

623

 

Other one-time items

 

1,358

 

998

 

1,974

Bad debt expense write offs in Michigan

 

 

9,941

 

Loan modification fees

 

 

2,507

 

Employee Retention Credits Transfer Fee

 

2,235

 

(9,440)

 

Gain on extinguishment of debt

 

 

(4,153)

 

(Gain) loss on fair value of warrants and purchase option derivative asset

 

(437)

 

32

 

(5,713)

Indemnification asset release

 

 

 

(25)

Unrealized and realized loss on investments

 

699

 

(34)

 

Unrealized and realized foreign exchange loss (gain)

 

(31)

 

99

 

356

Adjusted EBITDA from continuing operations

 

$                   12,208

 

$                   12,212

 

$                     4,890

Adjusted EBITDA Margin from continuing operations

 

17.6 %

 

17.7 %

 

10.1 %

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