A lack of momentum among lawmakers this summer -- as federal cannabis reform took a back seat to issues like infrastructure -- has weighed on shares of midsize marijuana seller TerrAscend in recent months. Its declines could prove fleeting.
A week ago, the company announced a $545 million all-stock acquisition of Michigan-based Gage Growth. Though the deal would expand TerrAscend's (ticker: TRSSF) footprint to five states and Canada, it received a muted response from investors. AdvisorShares Chief Operating Officer Dan Ahrens chalked it up to late-summer slowness ahead of the Labor Day holiday weekend.
"It's a highly accretive acquisition," Ahrens says, noting Gage brings TerrAscend a strong presence in Michigan. "It wasn't noticed by many people, but I think it's a big move. I think it's the start of a big wave of M&A we're going to see in the United States."
Ahrens manages the U.S. focused AdvisorShares Pure US Cannabis exchange-traded fund (MSOS), as well as its more global cousin, AdvisorShares Pure Cannabis (YOLO). The top four holdings in the U.S. cannabis-focused fund are the four most prominent U.S. cannabis operators -- Green Thumb Industries (GTBIF), Curaleaf Holdings (CURLF), Trulieve Cannabis (TCNNF), and Cresco Labs (CRLBF) -- with TerrAscend ranking seventh and making up 5.3% of the portfolio.
Ahrens argues that TerrAscend warrants more attention, especially given that it's trading at just 2.9 times estimated fiscal 2022 sales. By comparison, Green Thumb trades at 5.3 times estimated fiscal 2022 sales, while Curaleaf trades at 4.3 times next year's estimates. TerrAscend shares closed down 2.8% on Wednesday, at $6.57. They are down 35% in 2021.
"I like all those companies a great deal," Ahrens says. "TerrAscend is one of my holdings that's just right below them. It's in my fund's top 10, but it's very soon going to move up its ownership a little bit, once combined with the Gage acquisition."
Beyond the acquisition and a licensing deal with the popular Cookies brand, Ahrens likes the company's management team, including Executive Chairman Jason Wild. Ahrens credits Wild in part for the company's strong balance sheet, which includes $154.2 million in cash and cash equivalents, compared with $74.1 million in current liabilities. Wild's JW Asset Management owns large stakes in both Gage and TerrAscend. The companies said Wild -- as well as Richard Mavrinac, a director on both boards -- didn't take part in the meeting in which the transaction was discussed and approved and didn't vote on the transaction.
Though the stock has fallen along with its peers, Ahrens believes there's a disconnect between the company's financials and the reaction to its most recent quarterly report in August, in which management withdrew guidance. Ahrens believes the brewing Gage acquisition might explain that decision.
"I think the future is very bright for the combined companies, and it has not been baked into the price," Ahrens adds. "That's why I think this one's one of the most undervalued out there."
After a strong run-up last fall, shares of U.S. cannabis operators have sagged as individual investors grew antsy for federal cannabis reform, Ahrens says, though he believes change is coming. Senate Majority Leader Chuck Schumer (D., N.Y.) unveiled his plan for descheduling the plant in July, though infrastructure and the broader budget negotiations have taken priority.
One simple fix with bipartisan support that would immediately benefit U.S. operators would be protections for bankers that service plant-touching businesses in states where cannabis is legal. Another sticking point is the ability for U.S. operators to list shares on the New York Stock Exchange or Nasdaq, a luxury already afforded to Canada-focused businesses.
That's one way TerrAscend differs from its peers. Though it's forced to list shares in Canada and trade over-the-counter in the U.S. because of its operations in the States, the company is based in Mississauga, Ontario, and is licensed in Canada, too. It also has a complicated deal with Canopy Growth (CGC), of which brewer Constellation Brands (STZ) owns a controlling stake.
Though Canopy can't own an American operator outright, it has a complicated deal through warrants for a roughly 20% stake in TerrAscend that is contingent on changes to U.S. cannabis laws. Canopy CEO David Klein in February called TerrAscend "a key component of our U.S. ecosystem strategy."
"For anybody that is intrigued that the Canadians will have access to the U.S. once reforms happen, TerrAscend might really be in the driver's seat, if that ever happens, because of their Canopy relationship," Ahrens said.
For those agonizing over the strengths and weaknesses of U.S. and Canadian outfits, TerrAscend offers an intriguing play on both.
> Dow Jones Newswires
180 Life Sciences Corp. CEO James Woody, MD, PhD Issues Letter to Stockholders 8/30/21 | GlobeNewswireRelated Quotes 9/10/21SymbolLast% ChgATNF5.550.00%Quotes delayed at least 15 minutes 180 Life Sciences Corp. CEO James Woody, MD, PhD Issues Letter to Stockholders
PALO ALTO, Calif., Aug. 30, 2021 (GLOBE NEWSWIRE) -- 180 Life Sciences Corp. (NASDAQ: ATNF, the "Company"), a clinical-stage biotechnology company with its lead indication in Phase 2b clinical trial, focused on the development of novel drugs that fulfill unmet needs in inflammatory diseases, fibrosis and pain, today released the following letter to stockholders from its Chief Executive Officer, Dr. James Woody.
Dear Fellow Stockholder,
As you may recall, I previously authored a letter to you at the end of March 2021. I continue to believe ongoing communications with our stockholders is a foundational responsibility of being a public company; therefore, I wanted to take this opportunity to speak with you today.
Since my March letter, we have been hard at work further extinguishing legacy merger related issues and strengthening our balance sheet. I am pleased to report that we have been successful on both fronts. The $11.6M private placement that we completed in February 2021 allowed us to clean up our balance sheet, negotiate down and pay off a significant amount of our liabilities that we had been carrying from the business combination. Additionally, our capitalization table has been cleared of all convertible debt.
With the successful completion of a $15M private placement just last week, we have never been better positioned to execute on our stated business plan, including accelerating some of our clinical trials which are not funded by grants. Further, as you are aware, due to the legacy issues, we were delayed in filing our Form 10-K for the fiscal year ended December 31, 2020 and Form 10-Q for the quarter ended March 31, 2021. We have since filed both of these periodic reports, regained complete compliance with Nasdaq, and filed our Form 10-Q for the quarter ended June 30, 2021 on a timely basis. Going forward, we don't expect to have any delays in our financial reporting and we are in the process of strengthening our accounting and financial reporting team.
Since my last letter to you, we have also gained increased visibility in the capital markets by our inclusion in the Russell Microcap Index on June 28, 2021.
Before I give you an update on our pipeline, I'd like to mention that our team has grown since my last communication. In recent months, we have amassed a high-quality group of professionals to complement our board of directors. In July 2021, we welcomed Pamela Marrone, PhD, Frank Knuettel II, MBA, Russell T. Ray, MBA and Teresa DeLuca MD, MBA to our board.
Russell Ray was formerly Managing Director and Co-Head of Global Health Care at Credit Suisse First Boston Corporation, where he led a 50-person team with offices in Baltimore, Chicago, London, New York and San Francisco, focused on providing corporate finance and M&A advisory services to private and public companies in the biotechnology, health care services and health care information technology sectors.
Teresa DeLuca, MD, MBA, comes to 180 Life Sciences as both a public independent board director and former senior executive Chief Medical Officer with significant management experience at global Fortune 50 companies. Dr. DeLuca has deep expertise in operations, M&A, regulatory submissions, divestures, spin outs and strategy.
Dr. Pam Marrone brings to 180 Life Sciences over 30 years' experience innovating, commercializing, and building organizations. She is an experienced chief executive and corporate officer having started and run several companies, with the most recent, until August 2020, being a fast-growing agbiotech company, and since then, as Executive Chair of a pair of firms assisting agbio innovators with their go to market strategy and taking selected products to market. Dr. Marrone has traveled extensively globally, launching products and setting up distribution deals in more than 40 countries.
Frank Knuettel II comes to 180 Life Sciences with over 25 years of management experience in venture and PE-backed and public companies and with extensive experience in growing businesses, debt and equity financings, offerings and restructurings, M&A and leadership in, and management of, highly dynamic, swiftly growing companies. Mr. Knuettel is currently the CEO and serves on the board of directors of Unrivaled Brands and serves on the board of directors of two private companies, one developing an anti-viral platform and the other focused on smart intubation devices. Mr. Knuettel was formerly Director of Capital and Advisory at Viridian Capital Advisors.
We are pleased to have welcomed these four accomplished individuals to our team and expect that their unique skill sets and experience will be highly complementary to those of our existing board members and management team. I look forward to working with them, focusing on continuing to build sustainable stockholder value.
I'd like to now update you on the status of our exciting pipeline, which includes three clinical programs addressing the following indications:
1. Early Dupuytren's contracture, a fibrotic disease of the hand, which is
in Phase 2b clinical trial, with results of the 181-patient randomized,
placebo-controlled trial expected in Q4 of 2021, as previously
disclosed. In the entire trial, there were no related adverse events,
and over 85% of patients received 3 or more injections. Dupuytren's
disease is estimated to impact over 11 million Americans and about the
same number in the United Kingdom (UK)/European Union. Our trial, which
is the largest ever clinical trial conducted on early stage Dupuytren's
disease, is focused on treating early-stage disease and preventing the
progress of the disease to avoid the hand contracture disability. All
other therapies are aimed at treating patients once the hand disability
has occurred. This trial is entirely grant funded.
2. Frozen shoulder, with a grant to initiate the clinical study recently
awarded by the National Institute for Health Research, UK. We plan to
start the trial for frozen shoulder within the next few weeks. Again, our
goal to try to have patients avoid experiencing the pain and disability
associated with frozen shoulder by treating the condition in its early
stage; we believe all other therapies are aimed at treating the condition
in its later stage of pain and disability. We anticipate the first
patients will receive their initial injection in October 2021, although
continued COVID-19 outbreaks in the UK, may cause delays.
3. Post-operative cognitive delirium disorder and dysfunction, a major unmet
clinical need occurring in the elderly patient population, most commonly
following lengthy surgical procedures, for example, during hip fracture
repair or after CABG (Coronary Artery Bypass Graft). We hope to be able
to reduce or prevent this dysfunction by treating patients with anti-TNF
agents at the time of surgery. We have applied for non-dilutive grant
funding for this trial and are awaiting a response.
In addition to these pipeline updates, in September 2021, we plan to initiate conversations with the U.S. Food and Drug Administration (FDA), with the goal of potentially transitioning our trials to the U.S.
Additionally, our pre-clinical discovery programs include:
1. Nonalcoholic steatohepatitis (NASH), which started preclinical studies
with Celgene-BMS in human tissue in Q2 2020. NASH which is present in
about 5% of Americans, is most commonly caused by non-alcoholic fatty
liver disease (NAFLD), which is estimated to affect approximately 25% of
the US population. Our scientists are looking for the metabolic pathways
that drive this disease and points where we can interrupt the progress of
the disease. Stay tuned for more on this discovery program.
2. A program focused on the development of unique pharmaceutical-grade oral
synthetic cannabidiol analogs to treat pain, and specifically focused on
the chronic pain associated with arthritis, for which we would seek FDA
approval. This project is being conducted in Israel and Oxford, England.
We are working with Prof. Raphael Mechoulam, one of the foremost
authorities on cannabis chemistry who discovered the body's own
"cannabinoids", and who is also a co-founder of this program. To optimize
uptake and bio-availability, we are collaborating with specialists in
cannabinoid drug delivery, Prof. Avi Domb and Prof. Amnon Hoffman in
Jerusalem, Israel. Following the hard work of our co-founders and
scientists, we also filed composition of matter patents, and announced
the selection of our lead Synthetic CBD Analogue ("SCA"). We expect to
move forward in clinical development for both inflammation and pain, and
plan to initiate Investigational New Drug (IND) Application enabling
studies in Q1 2022.
3. The 7nAChR program, which aims to develop 7nAChR agonists
for the treatment of inflammatory diseases, initially ulcerative colitis
induced in ex-smokers. With the close of our current financing, this
program will again be seeking to find lead candidates.
As we announced in April 2021, all patient data for the Phase 2b Dupuytren's disease clinical trial has been collected and submitted for analysis and review. We look forward to the anticipated publishing of top line results. As discussed above, the disease impacts a large total addressable market estimated to comprise over 22 million in the US and UK/EU. We anticipate these results in the fourth quarter of 2021. We believe that if we are able to successfully commercialize this drug, of which there can be no assurance, it has the potential to generate significant revenues for the Company.
2021-08-30 12:30:00 GMT 180 Life Sciences Corp. CEO James Woody, MD, PhD -2-
I'd like to again reiterate an important distinguishing factor in our model, itself unique for a biotech company. Almost all of our clinical studies to date have been substantially funded through competitive, peer reviewed grants. While ultimately, we intend to fund some studies primarily internally, we anticipate our operating expenses will remain low relative to our peers. There are many advantages of doing clinical development mostly with academic leaders, both in cost, efficiency, and credibility. We have several potential additional innovative initiatives in progress, and you will hear about them in the upcoming months.
I'd like to close by telling you that while recent months have been challenging at times, my personal goal for 180 Life Sciences remains the same as always. My goal and the goal of the other members of management, is to benefit patients and build stockholder value by developing world leading products to solve unmet medical needs. As management and insiders currently continue to have a very vested equity interest in the Company, we believe our goals are directly aligned with the stockholders of the Company.
Now more than ever, we are looking forward and focused on execution. As you know, our team has previously developed not one, but many blockbuster drugs. Our goal for 180 Life Sciences is to execute on a model we all know well, building upon past success, experience, and relationships to bring our pipeline candidates to market. We look forward to working hard for our collective benefit and communicating with you regularly moving forward. Thank you again for your invaluable support.
Sincerely,
James Woody MD, PhD
CEO, 180 Life Sciences
About 180 Life Sciences Corp.
180 Life Sciences Corp. is a clinical-stage biotechnology company focused on the development of novel drugs that fulfill unmet needs in inflammatory diseases, fibrosis and pain by leveraging the combined expertise of luminaries in therapeutics from Oxford University, the Hebrew University and Stanford University. 180 Life Sciences is leading the research into solving one of the world's biggest drivers of disease -- inflammation. The Company is driving groundbreaking studies into clinical programs, which are seeking to develop novel drugs addressing separate areas of inflammation for which there are no effective therapies. The Company's primary platform is a novel program to treat fibrosis using anti-TNF (tumor necrosis factor).
Forward-Looking Statements
This press release includes "forward-looking statements", including information about management's view of the Company's future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the "Act"). Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue" and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, statements relating to expectations regarding the capitalization, resources, and funding of the Company; expectations regarding future agreements relating to the supply of materials and license and commercialization of products; the availability and cost of materials required for trials; the risk that initial drug results will not be able to be replicated in clinical trials or that such drugs selected for clinical development will not be successful; challenges and uncertainties inherent in product research and development, including the uncertainty of clinical success and of obtaining regulatory approvals; uncertainty of commercial success; manufacturing difficulties and delays; competition, including technological advances, new products and patents attained by competitors; challenges to patents; product efficacy or safety concerns resulting in product recalls or regulatory action; changes in behavior and spending patterns of purchasers of health care products and services; changes to applicable laws and regulations, including global health care reforms; expectations with respect to future performance, growth and anticipated acquisitions; the continued listing of the Company on The NASDAQ Stock Market; expectations regarding the capitalization, resources and ownership structure of the Company; expectations with respect to future performance, growth and anticipated acquisitions; the ability of the Company to execute its plans to develop and market new drug products and the timing and costs of these development programs; estimates of the size of the markets for its potential drug products; potential litigation involving the Company or the validity or enforceability of the intellectual property of the Company; global economic conditions; geopolitical events and regulatory changes; the expectations, development plans and anticipated timelines for the Company's drug candidates, pipeline and programs, including collaborations with third parties; access to additional financing, and the potential lack of such financing; and the Company's ability to raise funding in the future and the terms of such funding. These risk factors and others are included from time to time in documents the Company files with the Securities and Exchange Commission, including, but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. These reports and filings are available at www.sec.gov. All subsequent written and oral forward-looking statements concerning the Company, the transactions described herein or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as otherwise provided by law.
9/10/21 | Allied Corp. (ALID)
Advances Psilocybin Product Psilonex(TM) RX and Initiates Manufacturing Process
Allied Corp. Advances Psilocybin Product Psilonex(TM) RX and Initiates Manufacturing Process
KELOWNA, British Columbia, Sept. 10, 2021 (GLOBE NEWSWIRE) -- Allied Corp. ("Allied" or the "Company") (OTCQB: ALID) is pleased to announce that it has initiated the manufacturing activities for Psilonex(TM) RX -- Allied's proprietary psilocybin product. On June 29, 2021, Allied announced its manufacturing agreement with HAVN Life Sciences to manufacture Psilonex(TM) RX under their legal licenses and manufacturing process.
Over the past months, Allied's scientists have further developed the Psilonex(TM) RX formulation and, through Allied's licensed manufacturing partner, has initiated the manufacturing process for the production of the medicine. This psilocybin product includes a proprietary formulation of extracted psilocybin, other functional mushroom extracts as well as a proprietary vitamin constituency.
Allied has what it believes to be a unique approach to treatment of general depression, anxiety and PTSD. Initially, patients are to be prescribed Psilonex(TM) RX (the psilocybin-based product) followed by a daily product of cannabidiol (CBD) called Psilonex(TM) Daily.
Under the direction of Mr. Jim Smeeding, Director and VP of Pharma of Allied Corp, Psilonex(TM) RX has been formulated as a specific concentration ratio of functional mushrooms, vitamins and psilocybin. Allied intends to bring Psilonex(TM) RX through to the completion of human clinical phase I trials, and then intends to seek a licensing arrangement with a big pharma partner.
"The anecdotal evidence we have obtained has guided our formulation of Psilonex(TM) RX. We believe we are working with real people with real world mental health concerns. In our view, Psilonex(TM) RX is showing great promise to help individuals who have given of their lives to help their country," said Mr. Jim Smeeding, Director and VP of Pharma of Allied Corp.
About Mr. Smeeding:
Jim Smeeding, RPh, MBA, is the Executive Vice President of CP Pharmaceutical International, a division of CP Global Health. He is the former executive director of the National Association of Specialty Pharmacy (NASP). He is also a founder of the Center for Pharmacoeconomic Studies at the University of Texas College of Pharmacy. His research interests are in applied pharmacoeconomics, systems integration and managed care. His pharmacy degree is from the University of Buffalo and his MBA from the University of Texas. Over the past 45 years his practice orientation has been in hospital pharmacy, clinical services design, home infusion therapy, managed care services and disease management. He has authored more than 85 peer reviewed publications and has given hundreds of presentations. Within professional organizations, Jim has served at the state, national and global level. He is an original founder of the International Society of Pharmacoeconomics and Outcomes Research (ISPOR) and their 3rd president. ISPOR now exceeds 35,000 members with chapters on every continent, including Hong Kong & Beijing, and within all major countries.
About Allied Corp. - https://allied.health/
Allied Corp. is an international cannabis company with its main production center in Colombia and is one of the few companies that has exported from Colombia internationally. In preparing for US legalization, Allied also has the option to purchase a US cannabis license in the US (Nevada). In addition to this, Allied has three CBD-brands to market with products selling in the United States. Lastly, Allied has both Cannabinoid and psilocybin products in the pharmaceutical development track seeking pharma drug indications for depression, anxiety and PTSD.
Investor Relations:
1-877-255-4337
Forward-Looking Statements:
This press release contains "forward-looking information" within the meaning of applicable securities laws in Canada or "forward-looking statements" made pursuant to the "safe harbour" provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking information"). Forward-looking information may relate to the Company's future outlook and anticipated events, plans or results, and may include information regarding the Company's objectives, goals, strategies, future revenue or performance and capital expenditures, and other information that is not historical information. Forward-looking information can often be identified by the use of terminology such as "believe," "anticipate," "plan," "expect," "pending," "in process," "intend," "estimate," "project," "may," "will," "should," "would," "could," "can," the negatives thereof, variations thereon and similar expressions. The forward-looking information contained in this press release is based on the Company's opinions, estimates and assumptions in light of management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that management currently believes are appropriate and reasonable in the circumstances. Forward looking statements in this press release include the following: that Allied is leveraging the conditions in its Colombia grow operation and future Kelowna location to support its Research and Development efforts; that Allied is making important strides forward to position itself as a leader in the medical cannabis space, that Allied intends to make a series of proposed trademark and other intellectual property protection filings, as part of the Company's Intellectual Property and Pharma Development (IP&PD) Strategy, statements respecting the joint development, manufacturing, and introduction of TACTICAL RELIEF(TM) branded products, and the use of proceeds from the offering of convertible notes.
There can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Risk factors that could cause actual results to differ materially from forward-looking information in this release include: the Company's exposure to legal and regulatory risk; the effect of the legalization of adult-use cannabis in Canada and Colombia on the medical cannabis industry is unknown and may significantly and negatively affect the Company's medical cannabis business; that the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis are not as currently expected; that adverse changes or developments affecting the Company's main or planned facilities may have an adverse effect on the Company; that the medical cannabis industry and market may not continue to exist or develop as anticipated or the Company may not be able to succeed in this market; risks related to completion of the greenhouse construction in Colombia, risks related to market competition; risks related to the proposed adult-use cannabis industry and market in Canada and Colombia including the Company's ability to enter into or compete in such markets; that the Company has a limited operating history and a history of net losses and that it may not achieve or maintain profitability in the future; risks related to the Company's current or proposed international operations; risks related to future third party strategic alliances or the expansion of currently existing relationships with third parties; that the Company may not be able to successfully identify and execute future acquisitions or dispositions or successfully manage the impacts of such transactions on its operations; risks inherent to the operation of an agricultural business; that the Company may be unable to attract, develop and retain key personnel; risks resulting from significant interruptions to the Company's access to certain key inputs such as raw materials, electricity, water and other utilities; that the Company may be unable to transport its cannabis products to patients in a safe and efficient manner; risks related to recalls of the Company's cannabis products or product liability or regulatory claims or actions involving the Company's cannabis products; risks related to the Company's reliance on pharmaceutical distributors; that the Company, or the cannabis industry more generally, may receive unfavorable publicity or become subject to negative consumer or investor perception; that certain events or developments in the cannabis industry more generally may impact the Company's reputation or its relationships with customers or suppliers; that the Company may not be able to obtain adequate insurance coverage in respect of the risks that it faces, that the premiums for such insurance may not continue to be commercially justifiable or that there may be coverage limitations and other exclusions which may result in such insurance not being sufficient; that the Company may become subject to liability arising from fraudulent or illegal activity by its employees, contractors, consultants and others; that the Company may experience breaches of security at its facilities or losses as a result of the theft of its products; risks related to the Company's information technology systems; that the Company may be unable to sustain its revenue growth and development; that the Company may be unable to expand its operations quickly enough to meet demand or manage its operations beyond their current scale; that the Company may be unable to secure adequate or reliable sources of necessary funding; risks related to, or associated with, the Company's exposure to reporting requirements; risks related to conflicts of interest; risks related to fluctuations in foreign currency exchange rates; risks related to the Company's potential exposure to greater-than-anticipated tax liabilities; risks related to the protection and enforcement of the Company's intellectual property rights, or the intellectual property that it licenses from others; that the Company may become subject to allegations that it or its licensors are in violation of the intellectual property rights of third parties; that the Company may not realize the full benefit of the clinical trials or studies that it participates in; that the Company may not realize the full benefit of
2021-09-10 12:55:00 GMT Allied Corp. Advances Psilocybin Product -2-
its licenses if the licensed material has less market appeal than expected and the licenses may not be profitable; as well as any other risks that may be further described in and the risk factors discussed in the Company's continuous disclosure including its Management's Discussion and Analysis sections in its Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K filed under the Company's profile at www.sec.gov.
Although management has attempted to identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking information in this presentation, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information in this presentation. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers and viewers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this release represents the Company's expectations as of the date of this release or the date indicated, regardless of the time of delivery of the presentation. The Company disclaims any intention, obligation or undertaking to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
> Dow Jones Newswires
Aurora Cannabis to Host Fourth Quarter and Full Fiscal Year 2021 Investor Conference Call and Related
Year End Informational Filings 9/7/21
NASDAQ | TSX: ACB
EDMONTON, AB, Sept. 7, 2021 /PRNewswire/ - Aurora Cannabis Inc. (the "Company" or "Aurora") (NASDAQ: ACB) (TSX: ACB), the Canadian company defining the future of cannabinoids worldwide, announced today that it has scheduled a conference call to discuss the results for its fourth quarter and full fiscal year 2021 on Tuesday, September 21, 2021 at 5:00 p.m. Eastern Time | 3:00 p.m. Mountain Time. The Company will report its financial results for the fourth quarter and full fiscal year 2021 after the close of markets that same day.
Miguel Martin, Chief Executive Officer, and Glen Ibbott, Chief Financial Officer, will host the conference call and question and answer period. Investors may submit questions in advance or during the conference call through the weblink listed above. This weblink has also been posted to the Company's Investor Relations webpage at https://investor.auroramj.com/ under "News & Events".
Additionally, Aurora has announced that along with the filing of its annual financial statements, it expects to file other annual disclosure documents -- including the Annual Information Form. Furthermore, Aurora announced that it has scheduled its Annual General Meeting of shareholders, which due to the COVID-19 pandemic, will be held virtually on Friday, November 12, 2021 at 12 p.m. Eastern Time | 10:00 a.m. Mountain Time. In conjunction with the meeting, Aurora expects to file its Information Circular and related proxy materials, which will be available for download under its profile on both SEDAR and EDGAR.
About Aurora
Aurora is a global leader in the cannabis industry serving both the medical and consumer markets. Headquartered in Edmonton, Alberta, Aurora is a pioneer in global cannabis dedicated to helping people improve their lives. The Company's brand portfolio includes Aurora, Aurora Drift, San Rafael '71, Daily Special, AltaVie, MedReleaf, CanniMed, Whistler, and Reliva CBD. Driven by science and innovation, and with a focus on high-quality cannabis products, Aurora's brands continue to break through as industry leaders in the medical, performance, wellness and recreational markets wherever they are launched. For more information, please visit our website at www.auroramj.com.
Aurora's common shares trade on the NASDAQ and TSX under the symbol "ACB" and is a constituent of the S&P/TSX Composite Index.
Forward Looking Statements
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities law ("forward-looking statements"). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements made in this news release include statements regarding: the timing for reporting of our financial results for the fourth quarter and full fiscal year 2021 and associated conference call, as well as timing for our Annual General Meeting and filing of related proxy materials. These forward-looking statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward looking statements are based on the opinions, estimates and assumptions of management in light of management's experience and perception of historical trends, current conditions and expected developments at the date the statements are made, such as current and future market conditions, the ability to maintain SG&A costs in line with current expectations, the ability to achieve high margin revenues in the Canadian consumer market, the current and future regulatory environment and future approvals and permits. Forward-looking statements are subject to a variety of risks, uncertainties and other factors that management believes to be relevant and reasonable in the circumstances could cause actual events, results, level of activity, performance, prospects, opportunities or achievements to differ materially from those projected in the forward-looking statements, including the risks associated with: entering the U.S. market, the ability to realize the anticipated benefits associated with the acquisition of Reliva, achievement of Aurora's business transformation plan, general business and economic conditions, changes in laws and regulations, product demand, changes in prices of required commodities, competition, the effects of and responses to the COVID-19 pandemic and other risks, uncertainties and factors set out under the heading "Risk Factors" in the Company's annual information form dated September 24, 2020 (the "AIF") and filed with Canadian securities regulators available on the Company's issuer profile on SEDAR at www.sedar.com and filed with and available on the SEC's website at www.edgar.gov. The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
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SOURCE Aurora Cannabis Inc.
Web site: https://auroramj.com/
Dow Jones Newswires
Canopy Growth To Participate In Barclays Global Consumer Staples Virtual Conference On
September 8.
SMITHS FALLS, ON, Aug. 26, 2021 /CNW/ - Canopy Growth Corporation (TSX: WEED) (NASDAQ: CGC) ("Canopy Growth" or "the Company") announced today that CEO David Klein will present virtually at the 2021 Barclays Global Consumer Staples Conference on Wednesday, September 8, 2021 at 3:20pm ET. The presentation is expected to cover the company's progress against its business transformation, overview of the U.S. businesses, and key U.S. strategic business initiatives.
The presentation will be conducted by live audio webcast, and will be accessible through the company's website at https://www.canopygrowth.com/investors/investor-events/. A replay option will be available on the company's website for those that cannot participate in the live event.
About Canopy Growth Corporation
Canopy Growth (TSX:WEED,NASDAQ:CGC ) is a world-leading diversified cannabis and cannabinoid-based consumer product company, driven by a passion to improve lives, end prohibition, and strengthen communities by unleashing the full potential of cannabis. Leveraging consumer insights and innovation, we offer product varieties in high quality dried flower, oil, softgel capsule, infused beverage, edible, and topical formats, as well as vaporizer devices by Canopy Growth and industry-leader Storz & Bickel. Our global medical brand, Spectrum Therapeutics, sells a range of full-spectrum products using its colour-coded classification system and is a market leader in both Canada and Germany. Through our award-winning Tweed and Tokyo Smoke banners, we reach our adult-use consumers and have built a loyal following by focusing on top quality products and meaningful customer relationships. Canopy Growth has entered into the health and wellness consumer space in key markets including Canada, the United States, and Europe through BioSteel sports nutrition, and This Works skin and sleep solutions; and has introduced additional hemp-derived CBD products to the United States through our First & Free and Martha Stewart CBD brands. Canopy Growth has an established partnership with Fortune 500 alcohol leader Constellation Brands. For more information visit www.canopygrowth.com.
Notice Regarding Forward Looking Statements
This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable U.S. and Canadian securities laws (collectively, "forward-looking statements"), which involve certain known and unknown risks and uncertainties. Forward-looking statements predict or describe our future operations, business plans, business and investment strategies and the performance of our investments. These forward-looking statements are generally identified by their use of such terms and phrases as "intend," "goal," "strategy," "estimate," "expect," "project," "projections," "forecasts," "plans," "seeks," "anticipates," "potential," "proposed," "will," "should," "could," "would," "may," "likely," "designed to," "foreseeable future," "believe," "scheduled" and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Forward--looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks, financial results, results, performance or achievements expressed or implied by those forward--looking statements and the forward--looking statements are not guarantees of future performance. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. A discussion of some of the material factors applicable to Canopy Growth Corporation ("Canopy") can be found under the section entitled "Risk Factors" in Canopy's Annual Report on Form 10-K for the year ended March 31, 2021, filed with the Securities and Exchange Commission and with applicable Canadian securities regulators, as such factors may be further updated from time to time in its periodic filings with the Securities and Exchange Commission and with applicable Canadian securities regulators, which can be accessed at www.sec.gov/edgar and www.sedar.com, respectively. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the filings. Any forward--looking statement included in this press release is made as of the date of this press release and, except as required by law, Canopy disclaims any obligation to update or revise any forward--looking statement. Readers are cautioned not to put undue reliance on any forward--looking statement. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
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SOURCE Canopy Growth Corporation
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/August2021/26/c4477.html
/CONTACT:
Niklaus Schwenker, Director, Communications, Niklaus.schwenker@canopygrowth.com; Judy Hong, Vice President, Investor Relations & Competitive Intelligence, Judy.hong@canopygrowth.com; Tyler Burns, Director, Investor Relations, Tyler.burns@canopygrowth.com
/Web site: canopygrowth.com
Additional Reading Material:
STORZ & BICKEL
9/9/21 | Dow JonesHighly anticipated vape line-up features brand's signature sleek designs and superior craftsmanship TUTTLINGEN, Germany, Sept. 9, 2021 /CNW/ - STORZ & BICKEL GmbH ("STORZ & BICKEL"), a subsidiary of world-leading diversified cannabis, hemp, and vaporization company Canopy Growth Corporation (TSX: WEED) (NASDAQ: CGC), today announced the release of three new vaporizer updates: the limited edition VOLCANO ONYX, the enhanced CRAFTY+, and the first-ever MIGHTY+. Engineered with cutting-edge technology, these enhancements to STORZ & BICKEL's iconic portfolio demonstrate the brand's continued leadership in the high-potential vaporizer industry. "STORZ & BICKEL has spent the past 20 years developing the world's most prestigious vaporizer models, consistently defining and refining the gold standard of consumer safety and best-in-class performance," said Jürgen Bickel, Founder and Managing Director, STORZ & BICKEL. "We're raising the bar for the industry once more with an innovative approach to an iconic lineup, featuring the entirely new VOLCANO model alongside upgrades to the most sought-after handheld vaporizers to deliver what connoisseurs and collectors value most: an unmatched vaporization experience." The highly anticipated new lineup features the following upgrades:
-- VOLCANO HYBRID ONYX Edition: $699; VOLCANO CLASSIC ONYX Edition: $479 The
iconic STORZ & BICKEL desktop VOLCANO CLASSIC and VOLCANO HYBRID get a
limited-edition luxury update, with a sleek matte black exterior,
finished with a damage-resistant powder coating for maximum longevity.
Perfect for long-time brand enthusiasts, this premium, highly collectible
edition is available just in time for holiday giving.
-- CRAFTY+, $279 The enhanced CRAFTY+ model features a USB-C socket which
reduces charging time by 25 minutes and a ceramic-coated filling chamber
to make it even more resistant to scratches and damages.
-- MIGHTY+, $399The MIGHTY+ vaporizer features a USB-C socket and
super-charge functionality delivering 80% charge in 40 minutes, a pre-set
Superbooster temperature, and a 60-second rapid heat up time. The
optimized design includes a hands-free stand and ceramic-coated filling
chamber to make it even more resistant to scratches and damages.
Availability:
-- The limited edition VOLCANO ONYX goes on sale at 12:01 a.m. Eastern Time
on Thursday, September 9, 2021, at www.storz-bickel.com while supplies
last.
-- The CRAFTY+ goes on sale September 16 at www.storz-bickel.com/
-- The MIGHTY+ goes on sale September 23 at www.storz-bickel.com/
For more information about STORZ & BICKEL, visit www.storz-bickel.com.
Cresco Labs Closes Acquisition of Cultivate, Strengthens Position in Massachusetts 9/3/21 | BusinessWire
CHICAGO--(BUSINESS WIRE)--September 03, 2021--
Cresco Labs Inc. (CSE:CL) (OTCQX:CRLBF) ("Cresco Labs" or the "Company"), a vertically integrated multistate operator and the number one U.S. wholesaler of branded cannabis products, announced today the closing of the Company's previously announced acquisition of Cultivate (the "Transaction").
This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210903005076/en/
Cresco Labs closes acquisition of vertically integrated Cultivate which operates three cannabis dispensaries in Leicester, Worcester, and Framingham (Pictured). (Photo: Business Wire)
Transaction Highlights
-- Approximately 42,000 square feet of active flowering canopy, bringing
combined canopy in-state to approximately 64,000 square feet. The
Transaction also includes space available to further expand cultivation
capacity.
-- Three operational dispensaries located in Leicester, Framingham, and
Worcester, bringing combined retail storefronts in-state to four.
Concurrent with closing, the Company's Fall River retail location has
transitioned to medical sales only.
-- Greater operating platform to pursue market share growth in the largest
adult use cannabis market in the northeast. The Massachusetts' market
structure offers a unique opportunity to wholesalers given limited
cultivation licenses, robust pricing, and abundant retail stores
throughout the state.
"The closing today constitutes another important step for Cresco Labs as we deepen our presence in large, attractive states like Massachusetts and increasingly tailor and strengthen our state-level strategies to optimize growth and profitability. Expanding operations in the most strategic U.S. cannabis markets is at the heart of our growth strategy and we're thrilled to have the opportunity to show what can be achieved through a maximized footprint in Massachusetts," said Charlie Bachtell, CEO and Co-Founder of Cresco Labs. "We have been thoroughly impressed with the Cultivate team and the quality of their operations. We look forward to a productive and efficient integration process to carry their historical strong momentum into the fourth quarter and beyond."
About Cresco Labs Inc.
Cresco Labs is one of the largest vertically integrated multistate cannabis operators in the United States, with a mission to normalize and professionalize the cannabis industry. Employing a consumer-packaged goods ("CPG") approach, Cresco Labs is the largest wholesaler of branded cannabis products in the United States. Its brands are designed to meet the needs of all consumer segments and are comprised of some of the most recognized and trusted national brands, including Cresco, High Supply, Mindy's Edibles, Good News, Remedi, Wonder Wellness Co. and FloraCal Farms. Sunnyside, Cresco Labs' national dispensary brand, is a wellness-focused retailer created to build trust, education and convenience for both existing and new cannabis consumers. Recognizing that the cannabis industry is poised to become one of the leading job creators in the country, Cresco Labs operates the industry's largest Social Equity and Educational Development initiative, SEED, which was established to ensure that all members of society have the skills, knowledge and opportunity to work and own businesses in the cannabis industry. Learn more about Cresco Labs at www.crescolabs.com.
Forward Looking Statements
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as, 'may,' 'will,' 'should,' 'could, ' 'would,' 'expects,' 'plans,' 'anticipates,' 'believes,' 'estimates,' 'projects,' 'predicts,' 'potential' or 'continue' or the negative of those forms or other comparable terms. The Company's forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to those risks discussed under "Risk Factors" in the Company's Annual Information Form for the year ended December 31, 2020 filed on March 26, 2021, and other documents filed by the Company with Canadian securities regulatory authorities; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Because of these uncertainties, you should not place undue reliance on the Company's forward-looking statements. No assurances are given as to the future trading price or trading volumes of Cresco Labs' shares, nor as to the Company's financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company's forward-looking statements contained herein, whether as a result of new information, any future event or otherwise. Except as otherwise indicated, this press release speaks as of the date hereof. The distribution of this press release does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise.
View source version on businesswire.com: https://www.businesswire.com/newse
Jason Erkes, Cresco Labs
Chief Communications Officer
Investors:
Jake Graves, Cresco Labs
Manager, Investor Relations
For general Cresco Labs inquiries:
312-929-0993
info@crescolabs.com
> Dow Jones Newswires
Curaleaf Announces Voting Results of its Annual and Special Meeting of Shareholders 9/9/21 | Newswire
WAKEFIELD, Mass., Sept. 9, 2021 /PRNewswire/ -- Curaleaf Holdings, Inc. (CSE: CURA / OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, conducted its annual and special meeting of shareholders (the "Meeting") on September 9, 2021.
At the Meeting, the number of directors on the board of directors of the Company for the ensuing year was fixed at nine (9) by the shareholders and the following nominees for election as directors of the Company were elected by a majority of votes cast by the shareholders virtually present or represented by proxy at the Meeting:
-- Boris Jordan;
-- Joseph Lusardi;
-- Dr. Jaswinder Grover;
-- Karl Johansson;
-- Peter Derby; and
-- Mitchell Kahn.
Further, Antares Professional Corporation, Chartered Professional Accountants was reappointed as the Company's auditor for the ensuing year.
Finally, at the Meeting, the shareholders approved the amendment (the "Amendment") to the articles of the Company in order to extend the automatic termination of the dual-class structure of the Company and to maintain such dual-class structure of the Company until the earlier to occur of (i) the transfer or disposition of the multiple voting shares in the capital of the Company by Mr. Boris Jordan, the Executive Chairman of the Company, to one or more third parties (which are not Permitted Holders (i.e. members of his immediate family and entities controlled by Mr. Jordan and members of his immediate family)); (ii) Mr. Jordan or his Permitted Holders no longer beneficially owning, directly or indirectly and in the aggregate, at least 5% of the issued and outstanding shares of the Company; and (iii) the first business day following the first annual meeting of shareholders of the Company following the subordinate voting shares of the Company being listed and posted for trading on a United States national securities exchange such as The Nasdaq Stock Market or The New York Stock Exchange.
In accordance with the corporate and securities legislation, the special resolution authorizing the Amendment was duly approved at the meeting by:
(i) 99.53% of the votes cast at the Meeting by all holders of subordinate voting shares and multiple voting shares present in person or represented by proxy, voting together as a single class;
(ii) 100% of the votes cast at the Meeting by all holders of multiple voting shares present in person or represented by proxy, voting as a class;
(iii) 97.528% of the votes cast at the Meeting by all holders of subordinate voting shares present in person or represented by proxy, voting as a class; and
(iv) for the purpose of confirming the requisite minority approval under Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions has been obtained, a majority of the votes cast at the Meeting by the holders of subordinate voting shares, excluding the votes attached to 59,235,411 subordinate voting shares beneficially owned or over which control or direction is exercised by Mr. Jordan as at the record date; and the Subordinate Voting Shares beneficially owned or over which control or direction is exercised by related parties of Mr. Jordan and persons acting jointly or in concert with Mr. Jordan (including affiliates and associated).
The Company expects to file a notice of alteration with the British Columbia Registrar of Companies declaring that the articles of the Company have been amended in accordance with the Amendment on September 10, 2021, the first business day following the Meeting, and the date on which the Amendment will become effective.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf and Select, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. In the United States, Curaleaf currently operates in 23 states with 109 dispensaries, 22 cultivation sites and over 30 processing sites, and employs over 5,000 team members. Curaleaf International is the largest vertically integrated cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward-Looking Statements
This news release contains forward--looking statements and forward--looking information within the meaning of applicable securities laws (collectively, "forward-looking statements"). These forward-looking statements relate to future events or future performance. All statements other than statements of historical fact may be forward--looking statements or information. Generally, forward-looking statements may be identified by the use of forward-looking terminology such as "plans", "expects" or, "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward--looking statements concerning the filing by the Company of a notice of alteration with the British Columbia Registrar of Companies and the effectiveness of the amendment of the articles of the Company, as well as the listing of the subordinate voting shares on a U.S. national securities exchange. Investors should be aware that, while it currently is the Company's intent and objective to apply to list the subordinate voting shares of the Company on a U.S. national exchange such as The Nasdaq Stock Market or The New York Stock Exchange, there is currently no expectation nor guaranty that the Company will be successful in doing so, nor can the Company guaranty that it will be able to meet the initial listing requirements of such exchanges or that the Company would be eligible to post the subordinate voting shares for trading on such exchanges at all. The forward-looking statements included in this news release reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this news release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this news release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form dated April 28, 2021, as well as under "Particulars of Matters to be Acted Upon -- Amendment to the Articles of the Company -- Risk Factors" in the Company's management information circular dated July 30, 2021, both of which are available under the Company's SEDAR profile at www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this news release and the Company undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place undue reliance on the forward-looking statements contained in this news release.
The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
Investor Contact:
Curaleaf Holdings, Inc.
Carlos Madrazo, SVP Head of IR & Capital Markets
Media Contact:
Curaleaf Holdings, Inc.
Tracy Brady, VP Corporate Communications
View original content:https://www.prnewswire.com/news-releases/curaleaf-announces-voting-results-of-its-annual-and-special-meeting-of-shareholders-301373022.html
SOURCE Curaleaf Holdings, Inc.
/Web site: https://www.curaleaf.com
> Dow Jones Newswires
MW Pot and poppy paintings: Inside a cannabis lifestyle companys immersive Van Gogh exhibit8/24/21 | MarketWatch
Steve Gelsi
Party hosting company Happy Munkey holds cannabis-inspired gathering at NYC's Original Immersive Van Gogh Exhibit with branded, pre-rolled joints included in VIP gift bags
Inside, there were some of Vincent Van Gogh's famous paintings. Outside, there was a patio where guests could enjoy a branded, pre-rolled joint that came in a special gift bag.
The hospitality and media startup Happy Munkey is capitalizing on New York State's legalization of marijuana for adults 21 and older, as it hosted private, ticketed events on Aug. 11 and Aug. 18 at NYC's Original Immersive Van Gogh Exhibit, just north of the South Street Seaport in Lower Manhattan.
Both nights sold out with a combined crowd of about 1,000 people who shelled out $125 for a VIP ticket and $200 for a super-VIP package. Guests received a gift bag containing a variety of now-legal substances such as pre-rolled joints in tubes decorated with images of Van Gogh's sunflowers and the Happy Munkey's smiling primate logo.
Happy Munkey CEO Vladimir Bautista told MarketWatch the event proves that cannabis is ready for prime time, and can to spice up events, exhibits and hospitality venues. It is more than just a retail product on its own, with a whole ecosystem of food, clothing, paraphernalia, health and beauty products and even beverages.
"It is the future!" said Bautista, who offered a firm handshake and entrepreneurial energy with an enthusiastic greeting. Happy Munkey launched about four years ago, well before New York legalized marijuana in 2021, but the company's private parties are now being welcomed by an exhibition that has drawn crowds in multiple cities, he said.
"When you have the community--the people--behind you, you can do anything," he said. "We're just trying to make people happy."
No alcohol was served at the event, but there were mocktails and plenty of cannabis products to be had to add to the intoxicating atmosphere. People wore masks inside, as per the Centers for Disease Control and Prevention's (CDC) guidelines and outside, they refrained from passing anything around.
Guests smoked at the Happy Munkey Consumption Lounge, on the outside patio of the exhibit on Manhattan's Pier 36. A trip into the exhibit then followed for guests to take in the undulating and vibrantly colored images and music in the Immersive Van Gogh Exhibit, the critically acclaimed creation of video artist Massimiliano Siccardi.
On the second of the two nights, the crowd wandered between the exhibit and the patio. People seemed a bit more interested in socializing outside, where conversations and cannabis were accompanied by views of the East River and the Manhattan and Williamsburg Bridges.
Gatherings such as these will no doubt play a role as the U.S. cannabis industry grows to $85 billion in sales by 2030, according to an estimate from Cowen Group. Other estimates put annual growth in the U.S. legal cannabis business in the neighborhood of 18%. These prospects have been fueling investor interest in a healthy selection of pot stocks, such as Tilray Inc. (TLRY), Canopy Growth Corp. (WEED.T), Green Thumb Industries Inc. , Curaleaf Holdings Inc. , MedMen Enterprises Inc. (MMNFF) and Acreage Holdings Inc. .
Harder to calculate is the potential impact of cannabis on travel, live events, bars and restaurants and leisure activities. Consumption lounges remain a nascent business with potential for wide impact, especially with a rebounding hospitality market, still recovering from COVID-19
Pot remains illegal on the federal level, stymying the industry's growth. But bigger states, like New York and New Jersey plan to start issuing cannabis retail licenses, which will drive down prices through competition.
Liquor makers have had pot on their radar for years Since 2017, Constellation Brands Inc. (STZ)started buying its large stake in Canopy Growth (https://www.marketwatch.com/story/drinkable-pot-constellation-brands-takes-stake-in-marijuana-company-2017-10-29). Big tobacco companies such as Imperial Brands have made some investments in the cannabis space (https://www.marketwatch.com/story/cigarette-maker-imperial-betting-on-medical-pot-2018-06-28) as well. Cannabis also touches media, live events, film, TV and retailing -- not to mention the vast health, beauty and agriculture sectors.
Samantha Gleit, a partner at cannabis law specialist Feuerstein Kulick LLP, said capital has been difficult for growing cannabis companies to get from traditional bank loans. It is impossible to use cannabis to secure debt because it's still banned by the federal government. It is also difficult for cannabis companies to have bank accounts since revenue from the sector is still regarded as drug money in the federal banking system.
It is possible, however, to build state-specific loan structures. Some lenders have been quietly providing services under banking guidelines for cannabis laid out during the Obama administration. Family offices and high net worth individuals, as well other private investment firms, have provided debt financing to the sector.
As cannabis becomes more widely distributed on a legal basis, it won't be enough for venues just to sell it to attract crowds, since it'll be so widely available.
That's where Happy Munkey comes in, combining content with cannabis through live events and other gatherings to make experiences more compelling.
Amanda Reyes, board president at the Cannabis Cultural Association in New York City, said Happy Munkey is helping to normalize cannabis after decades of prohibition.
"You used to have to go to the seediest part of town for this," she said as she looked at the revelers puffing marijuana cigarettes. "When I go to an event like this, I don't want to drink, I want to smoke."
The Global X Cannabis exchange-traded fund (POTX) has dropped 21.1% over the past three months but has gained 11.3% over the past 12 months. In comparison, the S&P 500 index has tacked on 6.9% the past three months and rallied 30.8% the past year
MW Greenlane shares rise as analyst green lights the stock as a buy
9/7/21 | MarketWatch
Greenlane Holdings Inc. (GNLN) shares are up about 3% on Tuesday after the Boca Raton, Fla.-based maker of packaging, rolling papers, glass products and grinders for cannabis was initiated with a buy rating and $6 price target by Alliance Global Partners. The ratings move comes after the company completed its acquisition of KushCo Holdings Inc. on Sept. 1. Alliance Global analyst Aaron Grey said the combined company is positioned to capitalize on growth in the cannabis business. Greenlane is currently trading at about 1.1 times estimated calendar 2022 sales, well below other ancillary players. Greenlane stock is down 29% this year compared to a 19.8% gain by the Cannabis ETF (THCX) and a declined of 10% by the AdvisorShares Pure US Cannabis ETF (MSOS).
Green Thumb Industries Announces Conference Participation for September 2021 GlobeNewswire
Green Thumb Industries Announces Conference Participation for September 2021
CHICAGO and VANCOUVER, British Columbia, Sept. 02, 2021 (GLOBE NEWSWIRE) -- Green Thumb Industries Inc. (Green Thumb) (CSE: GTII) (OTCQX: GTBIF), a leading national cannabis consumer packaged goods company and owner of Rise(TM) Dispensaries, today announced that its executive team will participate in the following conferences in September 2021:
Beacon Securities Virtual Cannabis Conference, September 9, 2021: Management will participate in one-on-one meetings.
Needham Virtual Cannabis Conference, September 14, 2021: Founder and Chief Executive Officer Ben Kovler will participate in a fireside chat at 11:45 a.m. ET and management will participate in one-on-one meetings.
BTIG Virtual Inaugural Cannabis Conference, September 29, 2021: Founder and Chief Executive Officer Ben Kovler will participate in a fireside chat at 8:00 a.m. ET and management will participate in one-on-one meetings.
About Green Thumb Industries:
Green Thumb Industries Inc. ("Green Thumb"), a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while giving back to the communities in which it serves. Green Thumb manufactures and distributes a portfolio of branded cannabis products including Beboe, Dogwalkers, Dr. Solomon's, incredibles, Rythm and The Feel Collection. The company also owns and operates rapidly growing national retail cannabis stores called Rise(TM) Dispensaries. Headquartered in Chicago, Illinois, Green Thumb has 16 manufacturing facilities, licenses for 114 retail locations and operations across 14 U.S. markets. Established in 2014, Green Thumb employs over 3,000 people and serves thousands of patients and customers each year. The company was named to Crain's Fast 50 list in 2021 and a Best Workplace by MG Retailer magazine in 2018 and 2019. More information is available at www.GTIgrows.com.
Investor Contact: Media Contact:
Andy Grossman Grace Bondy
EVP, Capital Markets & Investor Relations Corporate Communications
InvestorRelations@gtigrows.com gbondy@gtigrows.com
Source: Green Thumb Industries
Hydrofarm Holdings Group Announces Second Quarter 2021 Results 8/12/21 | GlobeNewswireHydrofarm Holdings Group Announces Second Quarter 2021 Results
Company Updates Full Year 2021 Outlook
FAIRLESS HILLS, Pa., Aug. 12, 2021 (GLOBE NEWSWIRE) -- Hydrofarm Holdings Group, Inc. ("Hydrofarm" or the "Company") (Nasdaq: HYFM), a leading independent distributor and manufacturer of hydroponics equipment and supplies for controlled environment agriculture ("CEA"), today announced financial results for its second quarter ended June 30, 2021.
Second Quarter 2021 Highlights vs. Prior Year Period:
-- Net sales increased 46.7% to $133.8 million compared to $91.2 million.
-- Gross profit increased 65.5% to $29.6 million, or 22.1% of net sales,
compared to $17.9 million, or 19.6% of net sales.
-- Net income attributable to common stockholders was $2.3 million or $0.05
per diluted share compared to a $1.9 million or $0.08(1) per diluted
share. Pro forma adjusted net income(2) was $12.5 million or $0.30 per
pro forma diluted share compared to $4.0 million or $0.12 per pro forma
diluted share.
-- Adjusted EBITDA(2) increased 127.5% to $16.2 million compared to $7.1
million.
-- Completed two acquisitions during the quarter: HEAVY 16 and House &
Garden.
Recent Developments:
-- Completed two acquisitions subsequent to quarter end: Aurora Innovations
and Greenstar Plant Products.
-- Completed Investor Warrant redemption, raising approximately $56.8
million in gross proceeds.
Revised Full Year 2021 Outlook vs. Prior Year:
-- Significant increase in full year outlook with contribution from the four
completed acquisitions.
-- Net sales growth of 45% to 50%; Adjusted EBITDA(2) of $55.0 million to
$62.0 million.
-- Pro Forma(3) net sales $565 million and $590 million; Adjusted
EBITDA(2)(3) of $80 million to $90 million.
(1) Net income attributable to common stockholders after adjustment for assumed conversions of $0.2 million.
(2) Adjusted EBITDA and Pro Forma Adjusted Net Income (Loss) are non-GAAP measures. For reconciliations of GAAP to non-GAAP measures see the "Reconciliation of Non-GAAP Measures" accompanying this release.
(3) Pro Forma net sales and Pro Forma Adjusted EBITDA assumes that all four acquisitions had occurred on January 1, 2021.
Bill Toler, Chairman and Chief Executive Officer of Hydrofarm, said, "We maintained momentum during the second quarter, as demonstrated by 47% increase in our top-line and significant improvement in our Adjusted EBITDA, which more than doubled on a dollar basis and increased considerably on margin basis. Our team also successfully executed against our acquisition strategy, completing four acquisitions during and subsequent to the second quarter, bringing four fantastic businesses in the nutrient and grow media categories under the Hydrofarm umbrella. These acquisitions not only help expand our proprietary consumable offerings and manufacturing prowess, but also demonstrate our position as the acquirer of choice in this highly fragmented industry. With positive top-line momentum, the execution of our multi-faceted strategy to increase our proprietary and preferred brand penetration via acquisition and in-house growth, while also boosting our robust commercial business, we believe Hydrofarm is uniquely equipped to capitalize on the long-term growth opportunity within the CEA industry."
Recent Developments
Acquisition of Aurora Innovations
On July 1, 2021, the Company completed the acquisition of Aurora Innovations (together with several related entities, "Aurora"), a Eugene, Oregon-based manufacturer and supplier of organic hydroponic products. Through the Aurora acquisition, Hydrofarm added several key branded and self-manufactured products to its line-up, including Roots Organics and Procision grow media, Soul nutrients, Procision perlite and Aurora Peat Products soil mixes. The acquisition also added to the Company's domestic manufacturing footprint with newly acquired manufacturing facilities located in the Northeastern and the Northwestern US along with a peat moss harvesting operation in Canada.
Investor Warrant Redemption
On July 19, 2021, the Company completed its previously announced redemption of its outstanding warrants to purchase shares of the Company's common stock that were issued in connection with a private placement of units. Prior to the redemption date 3,367,647 Investor Warrants were exercised, generating approximately $56.8 million of gross proceeds to Hydrofarm and simplifying the Company's capital structure.
Acquisition of Greenstar Plant Products
On August 3, 2021, the Company completed the acquisition of a Canadian nutrient company, Greenstar Plant Products, Inc. With this acquisition, Grotek, Gaia Green, Earth Safe and Supergreen plant nutrients will join Hydrofarm's lineup of high performance, proprietary branded and self-manufactured products. Prior to the acquisition, Hydrofarm had a distribution relationship with Greenstar via a preferred brand agreement to sell the Grotek brand and a distribution agreement to sell the Gaia Green brands, with Hydrofarm's distribution representing approximately 50% of Greenstar's annual sales. This transaction is the second example of Hydrofarm's ability to strategically onboard like-minded brand owners initially via a distribution relationship. The acquisition also adds a nutrient manufacturing facility in Western Canada to the Company's facility footprint.
Second Quarter 2021 Financial Results
Net sales in the second quarter of 2021 reached an all-time quarter high at $133.8 million, representing an increase of $42.6 million or 46.7% compared to the second quarter of 2020, driven by an approximate 40.5% increase in volume of products sold (including sales from acquisitions closed within the quarter and preferred brands added in the year-to-date period), an approximate 3.5% growth from favorable foreign exchange rates, and an approximate 2.7% increase in price/mix of products sold. The growth in volume of products sold was related to increased demand from multiple end-markets, including, but not limited to, California, Oklahoma, Michigan and Canada, and higher demand for our proprietary and preferred branded products which was primarily due to recently acquired proprietary brands and added preferred brands. The increase in price was primarily related to list price increases.
Gross profit increased $11.7 million or 65.5% to $29.6 million compared to the second quarter of 2020, driven by the increase in net sales and an approximate 250 basis point improvement in gross margin to 22.1% compared to 19.6% in the second quarter of 2020. The year-over-year improvement in gross margin resulted primarily from a more favorable sales mix of proprietary and preferred brand products which typically carry a higher gross margin than our distributed branded products.
Selling, general and administrative ("SG&A") expense was $27.3 million in the second quarter of 2021 compared to $12.8 million in the second quarter of 2020. The increase in SG&A expense was primarily related to acquisition and integration costs related to acquisitions completed in the quarter and subsequent to the quarter, but also included higher compensation costs, share-based compensation, and insurance costs as a result of the Company's recent growth and public company status in 2021 (versus private company status for most of 2020). SG&A expense, excluding acquisition and integration-related costs, share-based compensation and depreciation/amortization expenses, improved to 10.8% of net sales from 12.1% of net sales in the prior year period as we experience the benefits of scale.
Net income attributable to common stockholders was $2.3 million or $0.05 per diluted share in the second quarter of 2021 compared to $1.9 million or $0.08(1) per diluted share in the second quarter of 2020. Pro Forma Adjusted Net Income(2) was $12.5 million or $0.30 per pro forma diluted share in the second quarter of 2021 compared to $4.0 million or $0.12 per pro forma diluted share in the second quarter of 2020.
Adjusted EBITDA(2) reached an all-time quarter high at $16.2 million, or 12.1% of net sales, for the second quarter of 2021 representing a more than two-fold dollar increase from $7.1 million, or 7.8% of net sales, in the second quarter of 2020. The improvement in Adjusted EBITDA was driven by an increase in net sales, the improvement in gross profit margin and leverage realized on SG&A expense, excluding acquisition-related expenses, share-based compensation and depreciation/amortization expenses.
Key Second Quarter 2021 Events
Acquisition of HEAVY 16
On May 3, 2021, the Company completed the acquisition of Field 16, LLC, the manufacturer and distributor of HEAVY 16, a line of premium plant nutrients (collectively "HEAVY 16"). The strategic combination of Hydrofarm's leading distribution capabilities and HEAVY 16's branded nutrient manufacturing capabilities is expected to enable the HEAVY 16 brand to grow more rapidly across the combined company's customer base.
Follow-on Offering of Common Stock
On May 3, 2021, the Company completed a public offering of its common stock. A total of 5,526,861 shares were sold in the offering at a price of $59.00 per share, including 720,894 shares sold pursuant to the full exercise of the underwriters' option. All of the shares in the offering were offered by Hydrofarm. The net proceeds to the Company from this offering, after deducting the underwriting discounts and commissions and offering expenses payable by the Company, were approximately $309.8 million.
Acquisition of House & Garden
2021-08-12 20:05:00 GMT Hydrofarm Holdings Group Announces Second Quarter -2-
On June 1, 2021, the Company completed the acquisition of House & Garden, Inc., Humboldt Wholesale, Inc., Allied Imports & Logistics, Inc., and South Coast Horticultural Supply, Inc. (collectively "House & Garden"), a Humboldt County, Calif.-based producer of quality nutrients under the House & Garden and Mad Farmer brands. House & Garden offers a strong product line of plant nutrients that is expected to strengthen the Company's position in the nutrient sector and its expansive distribution network across nearly 40 states and 10 countries provides an opportunity for Hydrofarm to extend its global reach and market penetration.
Balance Sheet and Liquidity
As of June 30, 2021, the Company had cash of approximately $195.4 million and an aggregate principal amount of debt outstanding of $1.7 million, as well as $50.0 million of available borrowing capacity under its revolving credit facility. The Company received approximately $54.8 million in net proceeds from the investor warrant redemption completed on July 19, 2021. The Company utilized cash on hand, the net proceeds from the recent investor warrant redemption and a portion of the existing revolving credit facility to fund the acquisitions completed on July 1(st) and August 3(rd) for Aurora and Greenstar, respectively. The Company is currently evaluating its debt financing options to fuel continued growth and M&A.
Full Year 2021 Outlook
In light of the Company's recent performance and acquisition activities, the Company is providing the following updated outlook for the full fiscal year 2021:
-- Net sales growth between 45% and 50%.
-- Adjusted EBITDA(4) of $55.0 million to $62.0 million, representing margin
expansion to approximately 11.0% to 12.1% for the full fiscal year.
(4) Adjusted EBITDA is a non-GAAP measure. For reconciliations of GAAP to non-GAAP measures see the "Reconciliation of Non-GAAP Measures" accompanying this release.
The Company's 2021 outlook includes the following updated assumptions:
-- Partial period contributions from the following acquisitions completed in
Q2 and Q3:
-- Heavy 16 -- net sales and EBITDA contribution for May through
December 2021
-- House & Garden -- net sales and EBITDA contribution for June
through December 2021
-- Aurora Innovations -- net sales and EBITDA contribution for July
through December 2021
-- Greenstar -- net sales and EBITDA contributions for August through
December 2021
-- Moderating organic growth in the second half (as indicated last quarter)
augmented by acquisition growth from the completed transactions
highlighted above.
-- Capital expenditures of approximately $8.0 to $10.0 million (up from $4.0
to $5.0 million) to support expansion to recently acquired manufacturing
operations in addition to distribution center expansions outlined in our
previous May outlook; and
-- An effective tax rate of 10% to 14% of pre-tax book income enabled by the
utilization of tax credits and carryforwards.
Since the Company has recently completed four acquisitions (with only a partial year contribution from each acquisition embedded within the outlook above), the Company estimates that on a pro forma full year basis as if all four acquisitions had occurred on January 1, 2021, the Company would expect to generate between approximately $565 and $590 million of net sales and $80 and $90 million of Adjusted EBITDA(4) .
With respect to projected fiscal year 2021 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable effort due to the variability, complexity and low visibility with respect to certain items, including, but not limited to, stock-based compensation and employer payroll taxes, uncertainties caused by the global COVID-19 pandemic, changes to the regulatory landscape, and certain potential future transaction expenses, which are excluded from Adjusted EBITDA. We expect the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.
Conference Call
The Company will host a conference call to discuss financial results for the second quarter of 2021 today at 4:30 p.m. Eastern Standard Time. Bill Toler, Chairman and Chief Executive Officer, and John Lindeman, Chief Financial Officer, will host the call.
The conference call can be accessed live over the phone by dialing 201-389-0879. A replay will be available after the call until Thursday, August 19, 2021 and can be accessed by dialing 412-317-6671. The passcode is 13721342. The conference call will also be webcast live and archived on the corporate website at www.hydrofarm.com, under the "Investors" section.
About Hydrofarm
Hydrofarm is a leading independent distributor and manufacturer of hydroponics equipment and supplies for controlled environment agriculture, including grow lights, climate control solutions, growing media and nutrients, as well as a broad portfolio of innovative and proprietary branded products. For over 40 years, Hydrofarm has helped growers make growing easier and more productive. The Company's mission is to empower growers, farmers and cultivators with products that enable greater quality, efficiency, consistency and speed in their grow projects.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this press release, other than statements of historical fact, which address activities, events and developments that the Company expects or anticipates will or may occur in the future, including, but not limited to, information regarding the future economic performance and financial condition of the Company, the plans and objectives of the Company's management, and the Company's assumptions regarding such performance and plans are "forward-looking statements" within the meaning of the U.S. federal securities laws that are subject to risks and uncertainties. These forward-looking statements generally can be identified as statements that include phrases such as "guidance," "outlook," "projected," "believe," "target," "predict," "estimate," "forecast," "strategy," "may," "goal," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will," "should" or other similar words or phrases. Actual results could differ materially from the forward-looking information in this release due to a variety of factors, including, but not limited to:
The ongoing COVID-19 pandemic could have a material adverse effect on the Company's business, results of operation, financial condition and/or cash flows; Interruptions in the Company's supply chain, whether due to COVID-19 or otherwise could adversely impact expected sales growth and operations; The highly competitive nature of the Company's markets could adversely affect its ability to maintain or grow revenues; Certain of the Company's products may be purchased for use in new or emerging industries or segments, including the cannabis industry, and/or be subject to varying, inconsistent, and rapidly changing laws, regulations, administrative and enforcement approaches, and consumer perceptions and, among other things, such laws, regulations, approaches and perceptions may adversely impact the market for the Company's products; Compliance with environmental and other public health regulations or changes in such regulations or regulatory enforcement priorities could increase the Company's costs of doing business or limit the Company's ability to market all of its products; Damage to the Company's reputation or the reputation of its products or products it markets on behalf of third parties could have an adverse effect on its business; If the Company is unable to effectively execute its e-commerce business, its reputation and operating results may be harmed; The Company's operations may be impaired if its information technology systems fail to perform adequately or if it is the subject of a data breach or cyber-attack; The Company may not be able to adequately protect its intellectual property and other proprietary rights that are material to the Company's business; Acquisitions, other strategic alliances and investments could result in operating and integration difficulties, dilution and other harmful consequences that may adversely impact the Company's business and results of operations. Additional detailed information concerning a number of the important factors that could cause actual results to differ materially from the forward-looking information contained in this release is readily available in the Company's annual, quarterly and other reports. The Company disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.
Contacts:
Investor Contact
Fitzhugh Taylor / ICR
Media Contact
The LAKPR Group
Hannah Arnold, 202-559-9171, harnold@lakpr.com
Lynn Trono, 323-672-8226, ltrono@lakpr.com
-or-
Hydrofarm Marketing
Lisa Gallagher, 513-505-2334, lgallagher@hydrofarm.com
Hydrofarm Holdings Group, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
2021-08-12 20:05:00 GMT Hydrofarm Holdings Group Announces Second Quarter -3-
(In thousands, except share and per share amounts)
Three months ended June 30, Six months ended June 30,
------------------------------- ------------------------------
2021 2020 2021 2020
---------------- ------------- ------------- ---------------
Net sales $ 133,800 $ 91,208 $ 245,189 $ 158,105
Cost of goods sold 104,210 73,333 192,376 128,666
------------ ------------ ------------ ------------
Gross profit 29,590 17,875 52,813 29,439
Operating expenses:
Selling, general
and
administrative 27,258 12,838 44,084 24,560
Impairment,
restructuring
and other 1 83 16 92
------------ ------------ ------------ ------------
Income from
operations 2,331 4,954 8,713 4,787
Interest expense (54) (2,506) (144) (5,309)
Loss on debt
extinguishment -- -- (680) --
Other income, net 43 305 127 326
------------ ------------ ------------ ------------
Income (loss)
before tax 2,320 2,753 8,016 (196)
Income tax
expense (63) (186) (819) (330)
------------ ------------ ------------ ------------
Net income
(loss) 2,257 2,567 7,197 (526)
Cumulative
dividends
allocated to
Series A
Convertible
Preferred Stock -- (674) -- (1,308)
------------ ------------ ------------ ------------
Net income
(loss)
attributable
to common
stockholders $ 2,257 $ 1,893 $ 7,197 $ (1,834)
======== ======== ======== ========
Net income (loss)
per share
attributable to
common
stockholders:
Basic $ 0.06 $ 0.08 $ 0.20 $ (0.09)
Diluted $ 0.05 $ 0.08 $ 0.18 $ (0.09)
Weighted-average
shares of common
stock
outstanding:
Basic 37,862,417 20,688,439 35,792,374 20,688,439
Diluted 42,044,929 20,877,167 40,523,686 20,688,439
Hydrofarm Holdings Group, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share and per share amounts)
June 30, December 31,
--------- ----------------
2021 2020
--------- ----------------
Assets
Current assets:
Cash and cash equivalents $193,590 $ 75,178
Restricted cash 1,777 1,777
Accounts receivable, net 33,637 21,626
Inventories 121,497 88,618
Notes receivable 306 3,151
Prepaid expenses and other current
assets 10,335 9,567
-------- -------------
Total current assets 361,142 199,917
Property and equipment, net 6,187 3,988
Operating lease right-of-use assets 28,994 18,289
Goodwill 147,032 --
Intangible assets, net 107,312 52,421
Other assets 5,106 1,180
-------- -------------
Total assets $655,773 $ 275,795
======= =========
Liabilities, convertible preferred stock
and stockholders' equity
Current liabilities:
Accounts payable $ 33,781 $ 22,638
Accrued expenses and other current
liabilities 28,401 21,615
Current portion of lease liabilities 5,305 3,701
Current portion of long-term debt 1,146 746
-------- -------------
Total current liabilities 68,633 48,700
Long-term lease liabilities 24,342 15,320
Long-term debt 555 290
Other long-term liabilities 82 567
-------- -------------
Total liabilities 93,612 64,877
Convertible preferred stock ($0.0001 par
value; 50,000,000 shares authorized; 0
shares issued and outstanding at June 30,
2021 and December 31, 2020) -- --
Stockholders' equity
Common stock ($0.0001 par value;
300,000,000 shares authorized;
41,296,585 and 33,499,953 shares issued
and outstanding at June 30, 2021 and
December 31, 2020, respectively) 4 3
Additional paid-in capital 707,690 364,248
Accumulated other comprehensive income 1,202 599
Accumulated deficit (146,735) (153,932)
-------- -------------
Total stockholders' equity 562,161 210,918
-------- -------------
Total liabilities, convertible
preferred stock and stockholders'
equity $655,773 $ 275,795
======= =========
Hydrofarm Holdings Group, Inc.
RECONCILIATION OF NON-GAAP MEASURES
(In thousands, except share and per share amounts)
Three months ended June Six months ended June
Adjusted EBITDA 30, 30,
----------------- -------------------------- ------------------------
2021 2020 2021 2020
------------- ----------- ------------ ----------
Net Income (Loss) $ 2,257 $2,567 $ 7,197 $ (526)
Interest
expense (1) 54 2,506 144 5,309
Income taxes 63 186 819 330
Depreciation
and
amortization 2,187 1,947 3,778 3,662
Impairment,
restructuring
and other (2) 1 83 16 92
Acquisition and
integration
expenses (3) 9,566 -- 10,225 --
Other income,
net (43) (305) (127) (326)
Stock-based
compensation
(4) 1,258 131 2,516 165
Loss on debt
extinguishment
(5) -- -- 680 --
Investor
warrant
solicitation
fees (6) 844 -- 844 --
------- ---- ------ --- ------- --- ------
Adjusted EBITDA $16,187 $7,115 $26,092 $8,706
====== ==== ===== === ====== === =====
Adjusted EBITDA
as a percent of
net sales 12.1% 7.8% 10.6% 5.5%
Pro Forma Adjusted
Net Income Three months ended June 30, Six months ended June 30,
------------------- ---------------------------- ---------------------------------
2021 2020 2021 2020
------------- ------------- ---------------- ---------------
Net Income (Loss) $ 2,257 $ 2,567 $ 7,197 $ (526)
Interest expense
(1) 54 2,506 144 5,309
Impairment,
restructuring
and other (2) 1 83 16 92
Acquisition and
integration
expenses (3) 9,566 -- 10,225 --
Stock-based
compensation
(4) 1,258 131 2,516 165
Loss on debt
extinguishment
(5) -- -- 680 --
Investor warrant
solicitation
fees (6) 844 -- 844 --
Incremental
public costs
(7) -- (1,088) -- (2,175)
Income tax
expense on
adjustments (8) (1,524) (212) (1,875) (441)
------------ ------------ ------------ ------------
Pro forma adjusted
net income $ 12,456 $ 3,987 $ 19,747 $ 2,424
======== === ======= ======== === =======
Net income per
share - pro
forma:
Basic $ 0.33 $ 0.12 $ 0.55 $ 0.07
Diluted $ 0.30 $ 0.12 $ 0.49 $ 0.07
Weighted-average
shares
outstanding - pro
forma:
2021-08-12 20:05:00 GMT Hydrofarm Holdings Group Announces Second Quarter -4-
Basic (9) 37,862,417 33,499,953 35,792,374 33,499,953
Diluted 42,044,929 33,688,681 40,523,686 33,594,317
Notes to reconciliation of GAAP net income (loss) to non-GAAP pro forma net income:
1. Reflects the adjustment to eliminate the historical interest expense for all periods presented that were based upon actual outstanding balances before the application of the net proceeds from our IPO.
2. Reflects the elimination of the impairment, restructuring and other for the periods presented.
3. Reflects the elimination of acquisition and integration investment banking, consulting, transaction services and legal fees incurred for the completed Heavy 16, House & Garden, Aurora, and Greenstar acquisitions and certain potential acquisitions as well as the estimated contingent consideration for H16 (approx. $260) and incremental inventory step-up for H16 (approx. $350).
4. Reflects the elimination of the stock-based compensation and related employer payroll taxes on stock-based compensation for the periods presented.
5. Reflects the elimination of one-time charges for loss on debt extinguishment for 2021.
6. Reflects the elimination of one-time investor warrant solicitation fees.
7. Reflects an estimate of recurring incremental legal, accounting/SOX, D&O insurance, public company director fees and expenses and other compliance costs we expect to incur as a public company.
8. Reflects the tax expense related with adjustments in 1 through 7 above at the normalized tax rate of 13%, which reflects our estimated long-term effective tax rate.
9. Reflects (i) 9,966,667 additional shares of common stock issued in the IPO, (ii) all RSUs converted to common stock as of December 31, 2020, and (iii) the conversion of all of our outstanding Series A Convertible Preferred Stock into common stock, as if all of these transactions occurred at the beginning of fiscal year 2020.
Non-GAAP Financial Measures
We report our financial results in accordance with generally accepted accounting principles in the U.S. ("GAAP"). However, management believes that certain non-GAAP financial measures provide investors with additional useful information in evaluating our performance and that excluding certain items that may vary substantially in frequency and magnitude period-to-period from net income (loss) provides useful supplemental measures that assist in evaluating our ability to generate earnings and to more readily compare these metrics between past and future periods. These non-GAAP financial measures may be different than similarly titled measures used by other companies.
To supplement our condensed unaudited consolidated financial statements which are prepared in accordance with GAAP, we use "Adjusted EBITDA", "Adjusted EBITDA as a percent of net sales", "Pro Forma Adjusted Net Income" and "Pro Forma Adjusted Net Income per Diluted Share" which are non-GAAP financial measures. Our non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP. There are several limitations related to the use of our non-GAAP financial measures as compared to the closest comparable GAAP measures. Some of these limitations include:
We define Adjusted EBITDA as net income (loss) excluding interest expense, income taxes, depreciation and amortization, share-based compensation, employer payroll taxes on share-based compensation and other unusual and/or infrequent costs (i.e., impairment, restructuring and other expenses, acquisition-related expenses, loss on debt extinguishment and other income, net), which we do not consider in our evaluation of ongoing operating performance.
We define Adjusted EBITDA as a percent of net sales as adjusted EBITDA as defined above divided by net sales realized in the respective period.
We define Pro Forma Adjusted Net Income as net income (loss) excluding (i) pro forma adjustments to interest expense for all periods presented as if our IPO and the resulting paydown of all outstanding debt had occurred at the beginning of each period presented, (ii) share-based compensation and employer payroll taxes on share-based compensation which have disproportionately impacted select periods presented as certain awards had catch-up vesting conditions triggered by the IPO, (iii) certain other unusual and/or infrequent costs (i.e., impairment, restructuring and other expenses, acquisition-related expenses, loss on debt extinguishment), which we do not consider in our evaluation of ongoing operating performance but including (iv) incremental costs of being a public company estimated for the periods presented during which the Company was not yet public and (v) the pro forma income tax expense resulting from the above adjustments to net income.
We define Pro Forma Adjusted Net Income per Diluted Share as pro forma adjusted net income as defined above divided by the weighted average shares that would have been outstanding if our IPO had occurred at the beginning of each period presented
InterCure Re-Announces its Record-Breaking Second Quarter Financial Results With 4 Times YOY Revenue Growth - Following NASDAQ Listing 9/3/21 | GlobeNewswireInterCure Re-Announces its Record-Breaking Second Quarter Financial Results With 4 Times YOY Revenue Growth - Following NASDAQ Listing
Achieved record revenue of NIS 45 million (over CAD$17 million), an increase of 400% year-over-year and 37% quarter-over-quarter
Achieved quarterly run-rate Q2 Pro Forma(1) revenues of NIS 55 million (over CAD$21 million)
Recorded continued increase in operating profit, EBITDA(2) and net profit
Achieved Q2 EBITDA margin of 26% and positive operational cash flow
Revenue growth expected to continue in the third quarter and for the remainder of 2021
NEW YORK and TORONTO and HERZLIYA, Israel, Sept. 03, 2021 (GLOBE NEWSWIRE) -- InterCure Ltd. (NASDAQ: INCR, TSX: INCR.U, TASE: INCR) (dba Canndoc) (the "Company") is pleased to announce its financial results for the second quarter of 2021 and provide a business update. All amounts are expressed in New Israeli Shekels (NIS) or Canadian dollars ($), unless otherwise noted.
Second Quarter 2021 Key Financial & Operating Highlights
-- Achieved record revenue of NIS 45 million ($17 million), four times
greater than the second quarter of 2020 and up 37% compared to the first
quarter of 2021.
-- EBITDA2 for the second quarter of the Company's cannabis sector was NIS
12 million ($5 million), and NIS 11 million ($4 million) on a
consolidated basis. This represents an annual run rate of close to NIS 50
million ($20 million), a significant increase year-over-year, driven by
revenue growth, improvement in gross profit and operating profit.
-- Positive cash flow from operations for the fourth consecutive quarter.
-- Strong balance sheet with NIS 201 million ($78 million) of cash as of
June 30, 2021.
-- Generated Pro forma1 second quarter revenues of NIS 55 million (over $21
million), representing a run rate of NIS 220 million ($86 million).
-- Recorded a continued increase in operating profit, EBITDA and net profit.
-- Continued to grow market share due to solid demand for Canndoc's branded
products, expansion of its medical cannabis dispensing operation and
continued improvement across all facets of the business, including same
store sales (SSS) increase.
-- Added three additional medical cannabis licensed pharmacies during the
quarter, bringing the total retail locations to eight. Expansion of the
Company's medical cannabis dispensing operation is expected to continue
and accelerate in the third quarter and throughout the remainder of 2021.
-- Successful launch of the first ever Cookies(TM) GMP premium products
exclusively cultivated and manufactured in the Company's advanced
southern facility.
-- Solid international demand for InterCure's GMP branded products expected
to boost global expansion as Ministry of Economy announced easing
regulation for medical cannabis exportation.
-- Legislation of adult use cannabis and CBD products in Israel progresses
as a new government sworn into office in June 2021.
-- Revenue growth is expected to continue in the third quarter and
throughout 2021.
"We continue to execute our profitable growth strategy while strengthening InterCure's brands, manufacturing and distribution leadership," said InterCure CEO Alexander Rabinovitch, adding, "we achieved during this quarter unmatched results with some of the strongest revenue growth rates and EBIDTA margin in the sector. Our leadership position in Israel, the leading GMP market, alongside our global expansion creates visible momentum for continued near and long-term profitable growth, generating value for shareholders and relief for patient communities."
"The second quarter of 2021 is InterCure's sixth consecutive quarter with quarter-to-quarter high double-digit growth and fourth consecutive quarter with positive cash flow from operations," said InterCure CFO Amos Cohen, adding, "maintaining sound financial discipline and a strong balance sheet are key in strengthening our position leading the consolidation process outside North America."
________________
(1) Includes estimated revenues of all InterCure's consolidated operations for the entire quarterly period.
(2) This is a non-IFRS financial measure and does not have a standardized meaning prescribed by IFRS, please see "Non-IFRS Measures" below.
Key Q2 2021 Financial Highlights -- Cannabis Sector
(In thousands NIS)
Q2-20 Q2-21
-------------------- ------ ------
Revenues 11,185 45,230
-------------------- ------ ------
Gross Profit (1) 4,814 19,268
-------------------- ------ ------
Operating Profit (847) 11,127
-------------------- ------ ------
Adjusted EBITDA (2) 1,582 11,701
-------------------- ------ ======
Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21
------------------- ------- ------ ------ ------ ------ ------
Revenues 4,259 11,185 22,497 27,094 33,051 45,230
------------------- ------ ------ ------ ------
Gross Profit (1) 1,516 4,814 10,755 13,302 15,427 19,268
------------------- ------- ------ ------ ------ ------ ------
Adjusted EBITDA(2) (1,313) 1,582 6,970 8,675 10,965 11,701
------------------- ------- ------ ------ ------ ------ ======
(1) Gross profit before effect of fair value.
(2) EBITDA adjusted for changes in the fair value of inventory,
share-based payment expense, impairment losses (and
gains) on financial assets, non-controlling interest
and other expenses (or income). This is a non-IFRS
financial measure and does not have a standardized
meaning prescribed by IFRS, please see "Non-IFRS Measures"
below.
Second Quarter 2021 Results
The Company reported second quarter 2021 revenue of NIS 45 million ($17 million), an increase of four times compared to revenue of NIS 11 million in the prior year period and up 37% sequentially compared to the first quarter of 2021. Estimated revenue represents an annual run rate of NIS 180 million (over $70 million). Pro Forma second quarter revenues on a full quarterly operating basis of NIS 55 million (over $21 million), representing a run rate of NIS 220 million ($86 million).
InterCure continued to grow its market share with strong demand for Canndoc's branded products, expansion of its medical cannabis dispensing operation and continued improvement across all facets of the business, including same store sales (SSS) increase.
During the time of this report, InterCure launched its Lemonade(TM) medical cannabis approved pharmacy in Jerusalem, the first Lemonade(TM) retail location outside of the US. In addition, it added two more medical cannabis licensed pharmacies to its leading pharmacy chain -- Givol(TM), bringing the total number of medical cannabis approved retail locations to eight. The expansion is expected to continue and accelerate during the third quarter and throughout the remainder of 2021.
The Company continued to generate increases in operating profit, EBITDA and net profit during the second quarter of 2021, reflecting InterCure's market leadership, scale and operational excellence.
During the second quarter the southern facility, the largest and most advanced in Israel, successfully ramped up its cultivation capacity to meet the growing demand for InterCure's GMP products. To continue supplying the solid demand, the Company is considering accelerating production and development plans of its southern cultivation site.
During the quarter, the Company successfully launched new branded products, including the first ever Cookies(TM) GMP premium products, setting new standards of quality. These were exclusively cultivated and manufactured in the Company's advanced southern facility as part of the strategic partnership with Cookies(TM).
In late June 2021, the Company was one of the first and only Israeli licensed producers to meet the new standards set by the IMCA (Act 109) and successfully resumed importation of medical cannabis from its exclusive strategic partner Tilray. Importation is expected to continue and accelerate throughout the third quarter and the rest of 2021.
Legalization of adult cannabis use progresses, for the first time in Israel's history cannabis reform was part of the new government's coalition agreements. Since the new parliament was assembled in June, both coalition and opposition parties put forward bills for adult cannabis use with minor differences. InterCure remains committed to lead this upcoming new market once the legislations pass.
Another expected reform is the completion of de-listing CBD from the Dangerous Drugs Act. With the formation of a new government, this process is expected to continue and come to completion. During the quarter, InterCure has laid infrastructure with our strategic partner Charlotte's Web(TM), a global leader, and is prepared for the launching of this new segment.
The new Minister of Economy also enacted an ease on exporting GMP grade medical cannabis and CBD products from Israel. Combined with solid international demand for InterCure's GMP branded products, the new regulations are expected to boost the Company's global expansion. InterCure's leadership and brand equity in international target markets, including Europe, position the Company for long term growth in these emerging markets.
The Company is in advanced stages of completing an acquisition and merger of Israeli medical cannabis licensed producer 'Better'. The integration with Better is expected to increase InterCure's market share and further strengthen its leadership position within the pharmaceutical cannabis market.
Consolidated Financial Statements and Management's Discussion and Analysis
2021-09-03 13:29:00 GMT InterCure Re-Announces its Record-Breaking Second -2-
InterCure's unaudited financial statements and accompanying notes for the three and six month periods ended June 30, 2021 and related management's discussion and analysis of financial condition and results of operations ("MD&A") are available under the Company's profile on SEDAR and EDGAR.
About InterCure (dba Canndoc)
InterCure (dba Canndoc) (NASDAQ: INCR) (TSX: INCR.U) (TASE: INCR) is the leading, profitable, and fastest growing cannabis company outside of North America. Canndoc, a wholly owned subsidiary of InterCure, is Israel's largest licensed cannabis producer and one of the first to offer Good Manufacturing Practices (GMP) certified and pharmaceutical-grade medical cannabis products. InterCure leverages its market leading distribution network, best in class international partnerships and a high-margin vertically integrated "seed-to-sale" model to maintain its position as Israel's leading cannabis company as well as to drive further growth through global expansion.
For more information, visit: http://www.intercure.co
Non-IFRS Measures
This press release makes reference to certain non-IFRS financial measures. Adjusted EBITDA, as defined by InterCure, means earnings before interest, income taxes, depreciation, and amortization, adjusted for changes in the fair value of inventory, share-based payment expense, impairment losses (and gains) on financial assets, non-controlling interest and other expenses (or income). This measure is not a recognized measure under IFRS, does not have a standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies. InterCure's method of calculating this measure may differ from methods used by other entities and accordingly, this measure may not be comparable to similarly titled measured used by other entities or in other jurisdictions. InterCure uses this measure because it believes it provides useful information to both management and investors with respect to the operating and financial performance of the company. A reconciliation of Adjusted EBITDA to an IFRS measure (revenue), which is incorporated by reference to this press release, is available in InterCure's MD&A for the period under the heading "Results of Operation", available under the Company's profile on SEDAR at www.sedar.com.
Forward-Looking Statements
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects InterCure's current expectations regarding future events. The words "will", "expects", "intends" and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Specific forward-looking information contained in this press release includes, but is not limited to: the Company's future revenue growth and results, its ability to list its shares on the Nasdaq, the success of the acquisition of Better and the future outcomes of the acquisition, the legalization of recreational cannabis in Israel, the success of its global expansion plans, its continued growth, the expected operations, financial results business strategy, competitive strengths, goals and expansion and growth plans and the expansion strategy to major markets worldwide. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond InterCure's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: changes in general economic, business and political conditions, changes in applicable laws, the Canadian regulatory landscapes and enforcement related to cannabis, changes in public opinion and perception of the cannabis industry, reliance on the expertise and judgment of senior management, as well as the factors discussed under the heading "Risk Factors" in Subversive Acquisition LP's final long form prospectus dated March 15, 2021, which is available on SEDAR at www.sedar.com. InterCure undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Contacts:
InterCure Ltd.
Amos Cohen, Chief Financial Officer
Investor and Media Relations:
KCSA Strategic Communications
> Dow Jones Newswires
MedMen Announces Grand Opening of Orlando, Florida, Dispensary, BusinessWire Related Quotes 9/10/21 SymbolLast% ChgMMNFF0.330.00%Quotes delayed at least 15 minutes
LOS ANGELES--(BUSINESS WIRE)--September 09, 2021--
MedMen Enterprises Inc. ("MedMen" or the "Company") (CSE: MMEN) (OTCQX: MMNFF), a leading cannabis retailer with operations across the nation, today announced the opening of its newest store location in Orlando, Florida. MedMen Orlando will occupy 5,500 square feet of prime retail territory on 11551 University Boulevard and serve as a key focal point of the Company's operations in the vibrant and burgeoning Central Florida area. This latest opening brings MedMen's national store count to 27, including 6 locations in Florida, and demonstrates the Company's commitment to rapid growth and new store openings.
This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210909005252/en/
MedMen Orlando (Photo: Business Wire)
"Florida continues to be one of our most exciting areas for growth," said Tom Lynch, CEO, MedMen. "Not only is the patient population growing in the country's third largest state, but we believe the patients of Florida can be better served with our differentiated MedMen products. We hold quality and safety above all else, are growing our assortment and tailoring everything -- from our potency to our parking spaces -- to what Florida patients need and deserve."
Staffed by graduates of MedMen's robust employee training program, MedMen Orlando will carry a full inventory of vaporizers, concentrates, pre-rolls, topicals and flower, including an array of high cannabinoid and terpene offerings and a diverse selection of brands such as MedMen Red, Luxlyte and the award-winning Mary's Medicinals. These premium products will be available in-store or through in-store pickup orders placed in advance via phone or MedMen's proprietary online ordering service for patients and Buds rewards members.
Florida has a rich cannabis history and is home to one of the world's most knowledgeable medical marijuana patient populations. The city of Orlando is arguably one of the world's most highly sought after tourist destinations, welcoming approximately 60 million tourists annually.
Continued Lynch, "The Florida market is one of MedMen's most exciting levers for expansion as we continue to execute against a disciplined growth plan to create the industry's premier retail experience. As one of the most recognizable names in cannabis, we're committed to serving Floridians with best-in-class service, brands and an inimitable shopping experience, as well as a deep understanding, appreciation and respect for the medicine we are providing to thousands of patients."
To purchase MedMen products, please visit www.medmen.com, or find a dispensary near you at https://www.medmen.com/stores.
ABOUT MEDMEN:
MedMen is North America's leading cannabis retailer with flagship locations in Los Angeles, Las Vegas, Miami, Chicago, and New York. MedMen offers a robust selection of high-quality products, including MedMen-owned brands LuxLyte, and MedMen Red through its premium retail stores, as well as in-store pick up. MedMen Buds, an industry-first loyalty program, provides exclusive access to promotions, product drops and content. MedMen believes that a world where cannabis is legal and regulated is safer, healthier and happier. Learn more about MedMen at www.medmen.com.
Source: MedMen Enterprises
View source version on businesswire.com: https://www.businesswire.com/news
Lisa Weser
Email: MedMen@Trailblaze.co
INVESTOR RELATIONS CONTACT:
Morry Brown
Email: investors@MedMen.com
> Dow Jones Newswires
MW Greenlane shares rise as analyst green lights the stock as a buy, 9/7/21 | MarketWatchRelated Quotes 9/10/21 ChgGNLN3.020.00%MSOS30.050.00%THCX14.040.00% Quotes delayed at least 15 minutes
Greenlane Holdings Inc. (GNLN) shares are up about 3% on Tuesday after the Boca Raton, Fla.-based maker of packaging, rolling papers, glass products and grinders for cannabis was initiated with a buy rating and $6 price target by Alliance Global Partners. The ratings move comes after the company completed its acquisition of KushCo Holdings Inc. on Sept. 1. Alliance Global analyst Aaron Grey said the combined company is positioned to capitalize on growth in the cannabis business. Greenlane is currently trading at about 1.1 times estimated calendar 2022 sales, well below other ancillary players. Greenlane stock is down 29% this year compared to a 19.8% gain by the Cannabis ETF (THCX) and a declined of 10% by the AdvisorShares Pure US Cannabis ETF (MSOS).
> Dow Jones Newswires
Sundial Growers Inc. (SNDL) Aug. 26, 2021
Sundial Growers (SNDL) is now a vastly more interesting cannabis company, but the investment structure is now far more complicated to understand. The acquisition of Inner Spirit boosts the cannabis business for the company, but a lot of the decisions on whether to own the stock are based on cash still in the bank. My investment thesis is much more positive on the stock here, but Sundial is unlikely to rally until successfully investing more of their cash hoard.
Historically, Sundial has been a failed Canadian cannabis company. For Q2'21, the company only reported cannabis segment revenues of C$9.2 million with a negative adjusted gross margin.
After years of trying to build the business, Sundial has gone nowhere with the company generating much higher quarterly revenues back in 2019. The big rally in the stock earlier this year allowed the company to raise substantial amounts of cash to fund new investments in the cannabis sector changing the trajectory of the stock.
The company closed on the Inner Spirit acquisition during July giving Sundial a business with 100 retail locations opened up in Canada. The operation generated ~C$9.0 million in quarterly revenues in the last two quarters to double the revenue base for the company going forward. The retail store network generated system-wide sales of C$124 million through March 31, but Inner Spirit franchises most to the outlets.
Source: Sundial Growers
Sundial only spent C$131 million to acquire the retail outlets. In the past, these small tuck in acquisitions have worked better in the cannabis space. The combined operations will provide some needed scale to the cannabis business, but an C$80 million revenue stream is still very small for a stock with a $1.5+ billion market cap.
With a massive cash balance and investment portfolio, the market isn't focused on operating cash flows right now, but Sundial will need to drive better bottom line outcomes in this expanded cannabis business. The franchise concept for SpiritLeaf isn't driving the necessary outcomes with just 6% EBITDA margins on a 100 store base with a majority of stores franchised. The AUV needs to expand far beyond $1.2 million for the period ending March 31 to generate high gross profits.
What ultimately will drive the value in the stock is the capital investment program and where management invests the cash hoard. The cannabis space in the U.S. has generally lacked capital in the last few years due to a lack of access to the banking system providing a potential ability for Sundial to make some attractive investments.
The company ended Q2'21 with C$1.2 billion in cash and investments. The investments were partially in the Sunstream Bancorp joint venture where the 50/50 joint venture has a vast debt and equity pipeline topping C$1 billion according to the CEO on the Q2'21 earnings call.
Sundial has recently added C$350 million to the Sunstream joint venture bringing the total investment to C$538 million. Sunstream has recently announced deals with Greenrose Acquisition Corp. (OTC:GNRSU) and Clever Leaves (CLVR) to fund operations and expansion plans amounting to a combined $128 million as examples of where the JV will deploy capital.
Greenrose has plans to close on business combinations to operate legal-weed operations in 7 states. The acquisition of 4 cannabis firms are expected to generate combined revenues of $230 million in 2022 and Sunstream will lend the SPAC $103 million via various instruments.
Clever Leaves is a multinational cannabis company that just went public via a SPAC transaction. Sunstream provided a $25 million infusion of capital for Clever Leaves via a convertible note allowing the cannabis firm to save $3 million annually.
Despite only recently starting the investment operations, Sundial has already generated C$25.2 million in investment income. For Q2'21, the company earned ~C$9.4 million in investment fees and equity gains with the credit-related investments generating fee income at an annualized rate of 13%.
One potential hiccup with the stock is the fact Sundial trades below the $1 minimum requirement of the Nasdaq. The stock has until February 7, 2022 to regain compliance and a simple rally in Sundial would resolve the problem. The management team could be forced to reverse split the stock which always has a negative connotation and could cause Sundial to slip from these levels. Sundial now has 2.1 billion shares outstanding, so any reverse split wouldn't necessarily be bad for the stock after the initial hiccup.
In all told, Sundial operates a cannabis business with annual revenues in the C$80 million range and investments generating close to C$10 million quarterly in fees and gains before even fully investing the current balance sheet. The company will probably need to show some higher revenue and investment income consistently to drive the stock higher.
The key investor takeaway is that Sundial has a much more promising business now. The acquisition of Inner Spirit expands the cannabis business and the company is quickly deploying cash into attractive credit and equity investments in the space.
As the company fully deploys cash, the stock is likely to obtain more investor interest. For now though, Sundial is unlikely to rally much based on the weak reported revenues and margins.
TerrAscend to Acquire Gage Cannabis 9/1/21 | Dow JonesEstablishes Leading Presence in Michigan, the Third Largest U.S. Cannabis Market
Combines Industry Leading Retail, Cultivation and Operations Teams Across 7 Cultivation Facilities and 23 Operational Retail Locations in 5 States
The Gage Brand, One of the Most Influential and Innovative in Michigan, to Be Featured Across TerrAscend's Current and Future Markets
NEW YORK, DETROIT and TORONTO, Sept. 1, 2021 /CNW/ - TerrAscend Corp. ("TerrAscend" or the "Company") (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis multi-state operator, and Gage Growth Corp. ("Gage") (CSE: GAGE), a leading high-quality premium cannabis brand and operator, today announced that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which TerrAscend will acquire all of the issued and outstanding subordinate voting shares (the "Gage Shares") of Gage by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the "Transaction"). All references to dollar values refer to US dollars unless otherwise noted.
Under the terms of the Arrangement Agreement, shareholders of Gage (the "Gage Shareholders") will receive 0.3001 of a common share of TerrAscend for each Gage Share (or equivalent) held (the "Exchange Ratio"), representing a total consideration of approximately $545 million(1) based on the closing price of TerrAscend on August 31, 2021. The Exchange Ratio implies a consideration of $2.11 (or C$2.66) per Gage Share, representing a 18% premium based on the closing prices of both companies' shares on the Canadian Securities Exchange (the "CSE") on August 31, 2021.
Upon completion of the Transaction, the combined business will have operations in 5 states and Canada, including 7 cultivation and processing facilities and 23 operating dispensaries serving both medical and adult-use cannabis markets in the U.S. and Canada.
Management Commentary
"The acquisition of Gage expands our footprint to the third largest cannabis market in the U.S.," said Jason Wild, Executive Chairman of TerrAscend. "Combining our market-leading share in our existing states with Gage's proven cultivation, retail, and marketing capabilities, creates one of the largest and most dynamic companies in the industry. We look forward to leveraging Gage's profound connection with Michigan's consumers, in addition to its established partnerships with award-winning brands like COOKIES, to provide our patients and customers with best-in-class product offerings and retail experiences."
"Our shared strategic and corporate values make this combination a strong fit," said Fabian Monaco, CEO of Gage. "We also recognize the incredible success that TerrAscend has enjoyed in recent years. We could think of no better company to partner with as we execute on our shared strategy of deep vertical integration and scale in our core markets, with a vision of creating the most consumer-centric cannabis company in the world."
Key Transaction Highlights and Benefits
If consummated, the Transaction is anticipated to result in the following benefits:
-- Leadership in a Top 3 Market: Gage has established itself as a leader in
the Michigan market, which is the third largest cannabis market in the
U.S.2 with reported cannabis sales of $171 million in the month of July
2021, representing an annualized market size of approximately $2.1
billion2.
-- Premium Brands: The Transaction will provide access to Gage's
sought-after brand and proprietary library of genetics as well as Gage's
exclusive licensing partnerships in Michigan with COOKIES, SLANG
Worldwide, Blue River, Pure Beauty, and Khalifa Kush.
-- Efficient Operating Model: The combined company will operate 7
cultivation facilities, including 3 cultivation facilities in Michigan,
in addition to Gage's 9 contract grow agreements.
-- Expanding Retail Footprint: The combined company will operate a retail
network expected to reach 34 stores over the coming months. This includes
23 currently open dispensaries across 5 states with Gage operating 10
dispensaries in Michigan in addition to TerrAscend's 13 store footprint
in key markets including California, New Jersey and Pennsylvania.
TerrAscend is expected to open its 14th dispensary in the fourth quarter
in Lodi, New Jersey and Gage is expected to open 10 additional
dispensaries across Michigan in the coming months.
-- A Leader in Experiential Retail: Gage's award-winning retail stores
generate industry leading retail metrics, including strong average basket
size ($152 in the second quarter of 2021 compared to Michigan average of
$853) and premium pricing for its flower products (40%+ relative to the
Michigan market average price2). TerrAscend expects to leverage Gage's
portfolio of over 40+ proprietary flower strains in addition to brand and
marketing capabilities, at retail locations in other states.
-- Expert Operating Teams: The Transaction combines management teams with
similar core philosophies, strong track records of execution and
operational expertise in building leading businesses in the most
competitive cannabis markets in the country.Balance Sheet
Strength: Gage's $32.8 million cash position with minimal debt as of June
30, 2021, combined with TerrAscend's strong balance sheet, positions the
combined company to execute on its growth plans.
(NOTES:)
(1) Calculated equity value on a fully diluted basis
(2) Marijuana Regulatory Agency -- State of Michigan
(3) Detroit Metro Times
The Transaction Details
The Transaction will be effected by way of a court-approved plan of arrangement pursuant to the Canada Business Corporations Act. Under the terms of the Arrangement Agreement, TerrAscend will acquire all of the issued and outstanding Gage Shares, with each Gage Shareholder receiving 0.3001 of a common share in the capital of TerrAscend for each Gage Share, implying a price per Gage Share of $2.11 (or C$2.66) which represents an 18% premium based on the closing prices of both companies shares on August 31, 2021. After giving effect to the Transaction, Gage Shareholders will hold approximately 19.8% of the issued and outstanding pro forma TerrAscend Shares (on a fully-diluted as-converted basis). In connection with the Transaction, all outstanding options and warrants of Gage will be exchanged for replacement options and warrants of TerrAscend, exercisable to acquire that number of common shares of TerrAscend as is equal to the Exchange Ratio multiplied by the number of Gage Shares that the holders of the options or the warrants would have acquired if such holders had exercised such options or warrants immediately prior to the effective time of the Transaction.
In connection with and as an integral part of the Transaction, TerrAscend, through a wholly-owned and controlled subsidiary (the "TerrAscend Subsidiary"), has entered into a membership interest purchase agreement with the owners of the licenses that Gage supports in the State of Michigan (the "Licensed Operators") to acquire, subject to regulatory approvals, all of the issued and outstanding membership interests of each of the Licensed Operators and/or all of the licenses owned by such Licensed Operators (the "License Assets").
As part of the Transaction, exchangeable shares (each of which is exchangeable into Gage Shares) indirectly owned by Rami Reda, an insider of Gage, will be transferred (along with all super voting shares of Gage attached to such exchangeable shares) to TerrAscend in exchange for TerrAscend Shares on the basis of the Exchange Ratio.
Certain exchangeable units (each of which is exchangeable into Gage Shares) held by Mike Hermiz, a director and officer of Gage, will remain in place following the closing of the Transaction. In this regard, Mr. Hermiz, Gage, TerrAscend and certain subsidiaries of Gage will, concurrently with the closing of the Transaction, enter into a support agreement that will, among other things, govern the terms and conditions under which Mr., Hermiz will be entitled to exchange his exchangeable units into TerrAscend Shares on the basis of the Exchange Ratio. In addition, all super voting shares of Gage held by Mr. Hermiz will be transferred to TerrAscend in connection with the closing Transaction for no consideration.
Additional details of the Transaction will be described in the management information circulars that will be mailed to Gage Shareholders (the "Gage Circular") and TerrAscend shareholders (the "TerrAscend Circular"), respectively, in connection with a special meeting of Gage Shareholders (the "Gage Meeting") and a special meeting of TerrAscend Shareholders (the "TerrAscend Meeting") expected to be held in the fourth quarter to approve the Transaction. Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the rationale for the recommendations made by the Special Committees (as defined below) and how shareholders can participate in and vote at the Gage Meeting or TerrAscend Meeting will be provided in the Gage Circular or TerrAscend Circular, as applicable.
The Transaction is subject to the approval of (i) at least two-thirds of the votes cast by Gage Shareholders at the Gage Meeting; (ii) a majority of the votes cast by Gage Shareholders at the Gage Meeting (excluding the votes cast by persons whose votes may not be included in determining minority approval of a "business combination" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")); and (iii) a majority of the votes cast by disinterested shareholders of TerrAscend ("TerrAscend Shareholders") at the TerrAscend Meeting (excluding the votes cast by persons whose votes may not be included in determining minority approval of a "related party transaction" pursuant to MI 61-101).
2021-09-01 13:31:00 GMT TerrAscend to Acquire Gage Cannabis -2-
All of Gage's directors and officers, and shareholders holding more than 58.50% of the total voting power of the issued and outstanding Gage Shares have entered into voting support and lock-up agreements with TerrAscend to vote in favor of the Transaction. This represents approximately 29.1% of the voting power of the issued and outstanding Gage Shares entitled to vote for purposes of the disinterested shareholder vote required pursuant to MI 61-101 (after excluding the votes attached to Gage Shares held by certain "interested parties", all in accordance with MI 61-101). In addition, all directors and officers of TerrAscend have entered into voting support agreements to vote in favour of the Transaction at the TerrAscend Meeting, to the extent such individuals are permitted to do so under applicable securities laws.
In addition to the aforementioned approvals, completion of the Transaction is subject to receipt of all applicable regulatory approvals for the TerrAscend Subsidiary to obtain ownership of the License Assets representing at least 70% of Gage's consolidated revenues and other customary conditions, including the receipt of all necessary court, regulatory and stock exchange approvals. Subject to the receipt of all required approvals, closing of the Transaction is expected to occur in the first half of 2022.
The Arrangement Agreement contains customary terms and conditions, including non-solicitation provisions which are subject to Gage's right to consider and accept a superior proposal subject to a matching right in favour of TerrAscend. The Arrangement Agreement also provides for the payment of a termination fee of $30 million by TerrAscend or Gage, as applicable, if the Transaction is not completed under certain limited circumstances.
A copy of the Arrangement Agreement will be available through Gage's and TerrAscend's filings with the securities regulatory authorities in Canada in SEDAR at www.sedar.com.
None of the securities to be issued pursuant to the Arrangement Agreement have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issued in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
If the Transaction is completed, the Gage Shares will be delisted from the CSE.
Multilateral Instrument 61-101
The Transaction constitutes a "business combination" under MI 61-101 for Gage and a "related party transaction" under MI 61-101 for TerrAscend as Jason Wild, is a "control person" of both Gage and TerrAscend. TerrAscend and Gage are each relying on the formal valuation exemption under MI 61-101, on the basis that no securities of Gage or TerrAscend are listed on the Toronto Stock Exchange or other specified markets. As required by MI 61-101, each of Gage and TerrAscend will seek the requisite majority of the minority approvals of the Transaction from the Gage Shareholders and the TerrAscend Shareholders at the Gage Meeting and the TerrAscend Meeting, excluding the votes of shareholders whose votes are required to be excluded for the purposes of "minority approval" under MI 61-101 in the context of a "business combination" and a "related party transaction", respectively.
Upon closing of the Transaction, JW Asset Management, LLC, an entity controlled by Jason Wild, currently the holder of approximately 39% of TerrAscend Shares will hold approximately 32% of TerrAscend Shares on a partially diluted basis.
In addition, JW Asset Management, LLC and its joint actors hold or exercise direction or control over approximately 16.34% of the Gage Shares (on an as exchanged basis) and warrants to acquire an additional 23,757,145 Gage Shares. As a result of the foregoing, Jason Wild and his joint actors will be excluded from the disinterested shareholder vote conducted at both the TerrAscend Meeting and the Gage Meeting in accordance with MI 61-101.
In addition, the preservation of the ability of Mr. Hermiz to continue to hold his exchangeable units following the closing the Transaction constitutes a "collateral benefit" to him for purposes of M 61-101. Accordingly, Mr. Hermiz will be classified as an interested party for purposes of the Gage disinterested shareholder vote pursuant to MI 61-101. Mr. Hermiz holds 8,500,000 subordinate voting shares and 900,000 super voting shares (each super voting share entitles the holder to 50 votes) of Gage (representing approximately 25% of the voting power of the issued and outstanding Gage Shares).
Recommendation of the TerrAscend Special Committee and TerrAscend's Board
The special committee of the TerrAscend board of directors (the "TerrAscend Special Committee"), comprised of Craig Collard, after receiving the oral fairness opinions from the TerrAscend Special Committee's financial advisors described below, and independent legal and financial advice, has recommended the Transaction having determined that the Transaction is in the best interests of TerrAscend and that the Transaction is fair to the minority shareholders of TerrAscend.
The TerrAscend Special Committee has obtained oral fairness opinions from each of ATB Capital Markets Inc. and Haywood Securities Inc. to the effect that, as of the date of the Arrangement Agreement, and subject to the assumptions, limitations and qualifications on which such opinions are based, the Transaction is fair, from a financial point of view, to TerrAscend and its shareholders.
After receiving the recommendations of the TerrAscend Special Committee, the disinterested members of TerrAscend's board of directors have unanimously determined that (i) the Transaction is in the best interests of TerrAscend and that the Transaction is fair to TerrAscend's minority shareholders; (ii) it approve and authorize the Transaction and the entering into of the Arrangement Agreement and all ancillary agreements; and (iii) in accordance with and subject to the terms of the Arrangement Agreement, it recommend to TerrAscend's minority shareholders that they vote in favour of the resolution to approve the Transaction at the TerrAscend Meeting.
Additional details concerning the rationale for the recommendations made by the TerrAscend Special Committee and TerrAscend's board of directors, including copies of the fairness opinions prepared by the TerrAscend Special Committee's independent financial advisors, will be set out in the TerrAscend Circular to be filed and mailed to TerrAscend shareholders in the coming weeks, which, together with the Arrangement Agreement, will be available under TerrAscend's profile at www.sedar.com.
Each of: (i) Mr. Jason Wild, a director and the executive chairman of TerrAscend and President and Chief Investment Officer of JW Asset Management, LLC (a control person of both TerrAscend and Gage), and (ii) Mr. Richard Mavrinac, a director of both TerrAscend and Gage, declared their respective interests to the TerrAscend board of directors and did not attend any part of the meeting of the TerrAscend board of directors during which the Transaction was discussed and approved and neither Mr. Wild nor Mr. Mavrinac voted on the approval of the Transaction.
Recommendation of Gage's Board
The special committee (the "Gage Special Committee") of the board of directors of Gage (the "Gage Board"), comprised of Bruce Linton and Dr. Rana Harb, after receiving legal and financial advice, including the fairness opinion from its independent financial advisor discussed below, has unanimously recommended the Transaction having determined that the consideration to be received by the Gage Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Gage Shareholders.
The Gage Special Committee has obtained an oral fairness opinion from Eight Capital to the effect that, as of the date of the Arrangement Agreement, and subject to the assumptions, limitations and qualifications on which such opinions are based, the consideration to be received by the Gage Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Gage Shareholders.
After receiving the recommendations of the Gage Special Committee, and the fairness opinion from its independent financial advisor discussed below, the disinterested members of the Gage Board have unanimously determined that (i) the consideration to be received by the Gage Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Gage Shareholders; (ii) the Transaction is in the best interests of Gage; and (iii) it approve and authorize the Transaction and the entering into of the Arrangement Agreement and all ancillary agreements; and (iv) in accordance with and subject to the terms of the Arrangement Agreement, it recommend to the Gage Shareholders that they vote in favour of the resolution to approve the Transaction at the Gage Meeting.
The Gage Board has obtained an oral fairness opinion from Clarus Securities to the effect that, as of the date of the Arrangement Agreement, and subject to the assumptions, limitations and qualifications on which such opinions are based, the consideration to be received by the Gage Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Gage Shareholders.
Additional details concerning the rationale for the recommendations made by the Gage Special Committee and the Gage Board, including copies of the fairness opinions prepared by the independent financial advisor to the Gage Special Committee and the Gage Board, will be set out in the Gage Circular to be filed and mailed to the Gage Shareholders in the coming weeks, which, together with the Arrangement Agreement, will be available under Gage's profile at www.sedar.com.
2021-09-01 13:31:00 GMT TerrAscend to Acquire Gage Cannabis -3-
Mr. Richard Mavrinac, a director of both TerrAscend and Gage, declared his interests to the Gage Board and did not attend any part of the meeting of the Gage Board during which the Transaction was discussed and approved and Mr. Mavrinac did not vote on the approval of the Transaction.
Advisors
Norton Rose Fulbright acted as Canadian and U.S. legal counsel to TerrAscend. ATB Capital Markets Inc. and Haywood Securities Inc. acted as independent financial advisors to the TerrAscend Special Committee and Stikeman Elliott LLP acted as independent legal counsel to the TerrAscend Special Committee.
Dentons Canada LLP acted as legal counsel to Gage in Canada and Dickinson Wright PLLC acted as legal counsel to Gage in the United States. Eight Capital acted as independent financial advisor to the Gage Special Committee and Clarus Securities acted as independent financial advisor to the Gage Board.
The 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, and California, licensed cultivation and processing operations in Maryland and licensed production in Canada. TerrAscend operates an award-winning chain of The Apothecarium dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities on both the East and West coasts. TerrAscend's best-in-class cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use market. The Company owns several synergistic businesses and brands, including The Apothecarium, Ilera Healthcare, Kind Tree, Prism, State Flower, Valhalla Confections, and Arise Bioscience Inc.
For more information about TerrAscend, visit www.terrascend.com.
About Gage
Gage Growth Corp. is innovating and curating the highest quality cannabis experiences possible for cannabis consumers in the state of Michigan and bringing internationally renowned brands to market. Through years of progressive industry experience, the firm's founding partners have successfully built and grown operations with federal and state licenses, including cultivation, processing and retail locations. Gage's portfolio includes city and state approvals for 19 "Class C" cultivation licenses, three processing licenses and 15 provisioning centers (dispensaries).
For more information about Gage Growth Corp., visit www.gagecannabis.com or www.gageinvestors.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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. 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.
Forward-looking statements in this news release include, but are not limited to: statements with respect to the anticipated completion of the Transaction and the timing for its completion; the timing for the holding of the TerrAscend Meeting and the Gage Meeting; the satisfaction of closing conditions which include, without limitation (i) required Gage and TerrAscend shareholder approvals, (ii) certain termination rights available to the parties under the Arrangement Agreement, (iii) obtaining the necessary approvals from the CSE for the listing of TerrAscend's common shares in connection with the Transaction, and (iv) other approvals and closing conditions contained in the Arrangement Agreement; statements with respect to the anticipated effects of the Transaction on TerrAscend and its strategy going forward and statements with respect to the anticipated benefits associated with the acquisition of Gage. Actual results and developments may differ materially from those contemplated by these statements.
Such forward-looking statements are based on certain assumptions regarding TerrAscend and Gage, including the successful completion of the Transaction, anticipated benefits from the Transaction, and expected growth, results of operations, performance, industry trends and growth opportunities. While TerrAscend and Gage consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect.
Among other things, there can be no assurance that the Transaction will be completed or that the anticipated benefits from the Transaction will be achieved. Readers are cautioned not to place undue reliance on forward-looking 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; with respect to TerrAscend and the risk factors set out in TerrAscend's most recently filed MD&A, filed with the Canadian securities regulators and available under TerrAscend's profile on SEDAR at www.sedar.com, and with respect to Gage, the risk factors set out in Gage's most recently filed MD&A, filed with the Canadian securities regulators and available under Gage's profile on SEDAR at www.sedar.com.
The statements in this press release are made as of the date of this release. TerrAscend and Gage 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.
The CSE accepts no responsibility for the adequacy or accuracy of this release.
Cautionary Note 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 or Gage of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against TerrAscend or Gage. The enforcement of federal laws in the United States is a significant risk to the respective business of TerrAscend and Gage and any proceedings brought against TerrAscend or Gage thereunder may adversely affect their respective operations and financial performance.
Third Party Information
This press release includes market and industry data that has been obtained from third party sources, including industry publications. Each of TerrAscend and Gage believes that the industry data is accurate and that its estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, neither TerrAscend nor Gage has independently verified any of the data from third party sources referred to in this press release or ascertained the underlying economic assumptions relied upon by such sources.
SOURCE TerrAscend
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/September2021/01/c0900.html
/CONTACT:
regarding TerrAscend: Keith Stauffer, Chief Financial Officer, IR@terrascend.com; Rob Kelly, MATTIO Communications, 416-992-4539, terrascend@mattio.com; For more information regarding Gage: 1-(833)-455-GAGE (4243), IR@gageusa.com
/Web site: https://www.terrascend.com/
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Tilray stockholders approve proposal to increase authorized shares at special meeting 9/10/21
With additional authorized shares, Tilray is now able to accelerate its progress towards its goal of delivering $4 billion in revenue by the end of fiscal 2024 by taking full advantage of its competitive differentiators and executing on its strategy.
The industry's broadest geographic footprint and operational scale -- Tilray now possesses both the geographic footprint and operational scale to emerge as a consolidator in the global cannabis market.Leadership position in Canada, with a complete portfolio of product offerings and carefully curated brands -- Tilray plans to further strengthen its position as the #1 Canadian LP in total sales with the goal of increasing its retail market share from 16% to 30% by the end of fiscal 2024.Tremendous international growth opportunities from a strong base-- Tilray is focused on further expanding its strong presence in the European Union, which has two-times the population of the U.S., with the goal of generating $1 billion in revenue.A leading U.S. CPG platform to be immediately leveraged for cannabis products upon federal legalization -- Tilray currently has a strong consumer packaged goods presence and infrastructure with two strategic pillars, SweetWater, the 11th largest craft brewer in the U.S., and Manitoba Harvest, a pioneer in branded hemp, CBD and wellness products, with access to 17,000 stores in North America. Together, they currently generate more than $100 million and are profitable, and have clear opportunity for continued growth.Accretive acquisitions and other growth opportunities -- In addition to our recent acquisition of the majority of MedMen's convertible notes, the Company intends to actively pursue accretive and strategic acquisition opportunities in the U.S., Canada, and globally.
Trulieve Brings Medical Cannabis to Oviedo, 9/1/21 | PR Newswire
Florida's largest cannabis company opens 91(st) dispensary in the Sunshine State
TALLAHASSEE, FLA, Sept. 1, 2021 /PRNewswire/ - Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) ("Trulieve" or "the Company"), a leading and top-performing cannabis company based in the United States, today announced the opening of a brand new dispensary in Oviedo, Florida.
The new dispensary is Trulieve's 91(st) location in Florida. As part of the grand opening, Trulieve will host local food trucks and feature brand partner giveaways. The dispensary will begin serving customers on Thursday, September 2 at 9:00am. The Oviedo dispensary joins nearby locations in Winter Park and Longwood.
To commemorate the grand opening, all patients -- from those new to Trulieve to the dedicated Trulieve community -- will be eligible for a 25% in-store discount at the new dispensaries on opening day.
ANNOUNCING: Trulieve Oviedo Grand Opening
WHERE: 7505 Red Bug Lake Road, Spaces 1025, 1029, 1033, Oviedo FL 32765
WHEN: Thursday, September 2, at 9:00 a.m.
Trulieve invites the Oviedo community to join the Grand Opening festivities, which will include giveaways, swag from vendor partner Sunshine Cannabis, custom t-shirt screen printing with St. Petersburg-based Craft Tee, and complimentary Sonny's BBQ for the first 250 patients.
"Trulieve is committed to ensuring medical cannabis patients across Florida have safe, reliable access to the medications they rely on," said Kim Rivers, CEO of Trulieve. "Our Oviedo team is well-trained, educated, and ready to serve patients. We view every new store opening as an opportunity to further connect with the community."
In stores and online, patients will find Florida's largest selection of THC and CBD products in a variety of delivery methods, including edibles, smokable flower, concentrates, tinctures, topical creams, vaporizers, and more. Trulieve also offers home delivery statewide for patients and convenient in-store pickup at each of its 88 dispensaries in Florida.
To assist patients with ordering, Trulieve's entire catalog of products is available for online orders, with in-store pickup or statewide home delivery options available depending on patient preference. Additionally, Trulieve offers complimentary 30-minute virtual consultations with a Trulieve consultant to help navigate questions on products, devices, or review their doctor's recommendation. Appointments can be made on Trulieve's website and are open to all patients, whether starting their journey with medical cannabis or those with experience looking for alternative treatment options.
Trulieve continues to monitor the COVID-19 situation and remains committed to slowing the spread in our communities. The Company has reinstated "Designated Care Time" for immunocompromised patients in which the first half hour after dispensaries open is reserved for this higher-risk patient population to shop safely. The company also offers delivery to all patients across the state of Florida. Delivery is free for patients age 65+ and currently offered at a reduced rate to all other patients.
In addition to rigorous cleaning and safety protocols, Trulieve requires all employees to wear masks regardless of vaccination status. We ask all patients and caretakers to wear face coverings while shopping with us and have made them available in all locations.
For more information, please visit www.Trulieve.com.
About Trulieve
Trulieve is primarily a vertically integrated "seed-to-sale" company in the U.S. and is the first and largest fully licensed medical cannabis company in the State of Florida. Trulieve cultivates and produces all of its products in-house and distributes those products to Trulieve-branded stores (dispensaries) throughout the State of Florida, as well as directly to patients via home delivery. Trulieve also holds licenses to operate in California, Massachusetts, Pennsylvania, Connecticut, and West Virginia. Trulieve is listed on the Canadian Securities Exchange under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF.
To learn more about Trulieve, visit www.Trulieve.com.
View original content:https://www.prnewswire.com/news-releases/trulieve-brings-medical-cannabis-to-oviedo-301367877.html
SOURCE Trulieve Cannabis Corp.
/CONTACT: Lynn Ricci, Director of Investor Relations -- (850) 480-7955, IR@trulieve.com; Teresa Coulter, Public Relations -- (850) 681-8530, tcoulter@vancorejones.com
Web site: https://www.trulieve.com/
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