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Second Leading Independent Proxy Advisory Firm Supports Medison and Recommends Change and a New Strategy at Knight Therapeutics

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Glass Lewis Report Highlights the Conflicts Rampant in Knight’s Board,
Management and the Goodman Family

Report Also Discusses the Failed Strategy and Underperformance at Knight
and Recommends Implementing Medison’s Plan

Glass Lewis Also Recommends Jonathan Goodman Divest of his Pharmascience
Stake or Resign as CEO and for Shareholders Vote FOR Medison’s Proposed
“No Conflict” Bylaw

PETACH TIKVA, Israel–(BUSINESS WIRE)–Medison Biotech (1995) Ltd. (“Medison”), which together with its
affiliates owns more than 10.4 million shares or 7.3% of Knight
Therapeutics, Inc. (TSX:GUD) (“Knight” or the “Company”),
today announced that Glass Lewis & Co., LLC, a leading independent proxy
advisory firm, has noted the underperformance of Knight, severe
conflicts of interest among the directors, management and the Goodman
family and the need for change to the Knight Board of Directors. Glass
Lewis recommends that shareholders vote for change by using the GOLD
proxy card and vote FOR the election of Medison nominees Michael
Cloutier and Bob Oliver.

Institutional Shareholder Services (“ISS”) has also recently recommended
Knight shareholders support change and vote using the GOLD proxy card to
elect Elaine Campbell and Christophe Robert Jean.

Commenting on the report, Medison said, “The Glass Lewis report exposes
the severity of the issues at Knight – inferior returns, lack of an
operating business, a failed strategy, conflicted directors and a
campaign to try to fool shareholders. The independent report also calls
on Jonathan Goodman to divest his conflicted holdings or resign
immediately as CEO. In addition, Knight’s Chairman, James Gale, is
exposed for related party transactions and conflicts of interest.”

Added Medison, “We are very pleased that shareholders are finally able
to see, in detail, the issues with this board, but to also have the
opportunity to vote for new, skilled directors that have a real plan to
create value for all. This is an important time for Knight and we urge
shareholders to vote FOR all of the Medison nominees on the GOLD proxy
today.”

In its recommendation, Glass Lewis stated:*

  • Ultimately, giving full consideration to the factors discussed above,
    the entirety of the materials released by the Company and the
    Dissident, and our engagement meetings with the principal parties and
    investors, we are of the opinion that Knight’s public shareholders
    would be best served by supporting Medison’s campaign for board
    change.”
  • In our view, this action is justified due to the combination of
    several factors:

(i) Knight’s poor absolute and relative performance over the last three
years,

(ii) the lack of significant progress in the last five years toward
building a lasting specialty pharmaceutical business of scale and value
(the reason shareholders invested in Knight in the first place),

(iii) the unwillingness or inability of management and the board to
deploy the significant capital that the Company has raised from
shareholders (even if that requires modifications to the strategy or an
increase in risk tolerance in order to adapt to the current
environment), or else to return capital,

(iv) multiple governance concerns, most notably with respect to the
CEO’s conflict of interest due to his larger economic stake in the
family business which recently became a direct competitor of Knight, and

(v) the current board’s rigidness, defensive posture and generally
dismissive tone with respect to taking action to address what we
consider to be valid and serious concerns, which in our opinion are
likely to continue to impair the Company’s ability to maximize value for
shareholders if they are not resolved.”

In its report, Glass Lewis discussed the severity
of the Goodman family conflict
:

  • In addition to Medison’s criticisms of Knight’s business strategy and
    performance, the Dissident’s campaign has brought renewed attention to
    several corporate governance issues at Knight, on the board level and
    in the executive suite. Chief among them is what appears to be a
    serious conflict of interest for Knight’s CEO, Jonathan Goodman.”
  • The new reality that Mr. Goodman has a much larger economic interest
    in a competitor than he does in Knight came as a concerning revelation
    to some Knight shareholders we spoke with. Their newfound concern is
    completely understandable, in our view.”
  • The Company now argues that shareholders have long known about this
    issue and that nothing has really changed, despite the [recent]
    developments…. [W]e find his latest explanation far less plausible or
    comforting.”
  • Given the stark differences between past and current circumstances,
    we don’t agree with the Company’s and the board’s stated position that
    nothing has changed with respect to Mr. Goodman’s conflict of
    interest.”
  • …Pharmascience’s recent move into Knight’s primary area of focus,
    together with the recent disclosure of the size of Mr. Goodman’s
    economic interest, has made this an entirely different situation than
    it was 20 years ago at Paladin, or even five years ago when Knight was
    founded. The implications for Knight’s shareholders should not be
    dismissed or taken lightly, in our opinion.”
  • Therefore, as Medison argues, we believe it’s reasonable and
    justified for shareholders to demand that Mr. Goodman divest his stake
    in Pharmascience in order to remain the CEO of Knight. Alternatively,
    we believe it would be acceptable from a corporate governance
    perspective for Mr. Goodman to relinquish the role of CEO of Knight,
    but to remain on the board where his conflict would be more manageable
    and less likely to impact day-to-day operations or execution of
    Knight’s strategic priorities.”
  • [W]e note that while Knight has justified its low level of deal
    activity in recent years by pointing to high valuations in the
    specialty pharmaceutical market, the timing of Pharmascience’s entry
    into Knight’s market segment raises questions as to whether this has
    also made Mr. Goodman even more reluctant to pursue potential
    acquisition targets as of late.”
  • Ultimately, placing Mr. Goodman’s stake into a blind trust simply
    doesn’t address the issue because, as Medison points out, even without
    managerial or voting control over Pharmascience, he knows
    Pharmascience is broadening its scope and activities into Knight’s
    market and that his stake in Pharmascience is worth much more than his
    stake in Knight.”
  • [W]e see only two ways for Knight to fully address the issue: he
    should divest his Pharmascience stake or resign as CEO of Knight,
    which we again clarify does not necessarily mean he has to resign from
    the board of Knight.”
  • Furthermore, the board of directors, which has a fiduciary duty to
    represent the interests of all shareholders, including by addressing
    any serious conflicts of interest of its executives and directors,
    especially the founder and CEO, is ultimately responsible for holding
    Mr. Goodman accountable on this issue, by forcing one outcome or the
    other. To date, the board has not shown a willingness to step up in
    this regard.”

In its report, Glass Lewis highlighted the lack
of independence on the Knight Board
:

  • The board’s unwillingness to hold Mr. Goodman accountable for
    Knight’s recent performance, or to meaningfully address his
    significant conflict of interest, is likely the result of the
    long-standing personal and business ties Mr. Goodman has with several
    members of the board, including the chairman, Mr. Gale, who also
    chairs the corporate governance and nomination committee, and the
    other two members of that committee, who have served on the board for
    five years.”
  • One of the greater concerns, in our view, is that the chairman does
    not appear to be fully independent …. Specifically, Mr. Gale’s
    investment management business, Signet, has partnered with the Goodman
    family, including Jonathan and other members, in funding other
    pharmaceutical companies and serving on the boards of those companies.”

In its report, Glass Lewis highlighted the following on Knight’s
shareholder returns
:

  • …over the last one, two and three years, Knight’s shareholder returns
    have not only been flat or negative, but they have in general
    significantly underperformed the average returns of both peer groups
    and all three indexes included in our analysis, save for a few periods
    where Knight’s performance was, at best, in line with certain of these
    benchmarks.”
  • We believe our analysis further supports the Dissident’s main
    contention that, rather than building a specialty pharmaceutical
    business over the last five years, Knight has raised hundreds of
    millions in capital and engaged primarily in investment and lending
    activities to generate income and returns, building only a small
    operating business that has declined significantly in value over the
    last three years, as measured by Knight’s share price
    ex-cash/investments.”
  • [T]he implied market value of Knight’s operating business has
    declined by more than 80% over the last two years, while two of the
    Canadian pharmaceutical peers we selected saw the market values of
    their business skyrocket more than 300% and 1,400%”
  • All told, our TSR, adjusted market value and enterprise value
    analyses lend broad support for the Dissident’s critique and central
    thesis that, after five years, Knight has not executed its stated
    strategy of deploying capital to build a leading specialty
    pharmaceutical company in Canada and international markets in order to
    deliver healthy returns for its shareholders.”
  • Further, we believe the Dissident’s share price analysis and our
    analyses refute the board’s claim that Knight has outperformed
    Canadian pharmaceutical and global specialty pharmaceutical peers,
    particularly over the last one, two and three years.”

In its report, Glass Lewis highlighted the following on Knight’s
failed strategy
:

  • Knight has failed to execute its strategic plan, and arguably has made
    little progress toward its stated mission. …[T]he Company has
    generated scant revenues to date and operating losses every quarter,
    focusing on what the Dissident considers to be non-innovative,
    low-economic-value products, while also acting like a financial
    intermediately by engaging in non-strategic, illiquid and risky
    lending and venture investing activities.”
  • In the last few years, Knight’s lending program and venture investing
    have not merely been supplementary, but instead have accounted for the
    bulk of the Company’s activity. We doubt that this is what
    shareholders, including CI Investments, bought into when they invested
    in Knight.”
  • Shareholders invested in Knight primarily due to Paladin’s track
    record in executing such a strategy and the expectation that Knight
    would replicate that success, but that has not been the case five
    years in at Knight.”
  • Knight also states that analysts and shareholders have expressed
    ‘overwhelming support’ for Knight’s disciplined strategy, and that
    shareholders have expressed privately the same supportive views as the
    analysts who follow the Company. Yet, the only shareholder who has
    expressed its views publicly, CI Investments, has endorsed Medison’s
    alternative strategy and director slate.”

In its report, Glass Lewis highlighted the following on Medison’s “Diamond”
strategy
:

  • In our opinion, Medison’s alternative plan seems to address the
    capital allocation and strategic issues that have prevented Knight
    from building a meaningful pharmaceutical business in the last five
    years and from delivering adequate returns for shareholders.”
  • Perhaps the most important distinction between the two plans: Medison
    and its nominees seem intent on actually deploying Knight’s
    significant cash balance to generate returns and value for
    shareholders, and to return excess capital back to shareholders.”

Medison encourages shareholders to view new profiles of its director
nominees and read its Information Circular at www.NewDayForKnight.com
for the complete, truthful story about Knight’s failure to create value
for shareholders, Medison’s highly qualified and independent nominees,
and the best way forward for Knight and its shareholders.

TIME IS OF THE ESSENCE

VOTE ONLY GOLD TODAY

If you have any questions and/or need assistance completing your GOLD
form of proxy or VIF, please call Shorecrest at 1-888-637-5789
(toll-free) or 647-931-7454 (collect calls accepted), or e-mail [email protected].

*Permission to use quotations neither sought nor obtained.

About Medison

Medison is one of the world’s largest commercial partners of leading
global biotech companies. Backed by three generations of experience in
the healthcare industry since 1937, Medison is uniquely qualified to
provide the complete spectrum of integrated services for international
companies looking to enter or expand their presence in Israeli and
selected ROW markets. Over the years, Medison has become the partner of
choice for biotech companies that produce highly innovative, cutting
edge therapeutics for commercialization in the Israeli market and is
currently the second largest pharmaceutical company in Israel, with over
CAD 250 million in revenues annually and over 270 employees. Medison
runs a corporate venture arm with a dedicated research and evaluation
team boasting deep scientific and commercial backgrounds. Medison also
operates a scouting program to cater to its partners and is an active
investor in life science projects around drug development and digital
health.

Additional information can be found at www.medison.co.il.

Forward Looking Statement

This news release contains forward-looking statements and
forward-looking information within the meaning of applicable securities
laws, including, without limitation, Medison’s and Knight’s respective
priorities, plans and strategies. All statements and information, other
than statements of historical fact, included herein are forward-looking
statements, including, without limitation, statements regarding
activities, events or developments that Medison expects or anticipates
may occur in the future. These forward-looking statements can be
identified by the use of forward-looking words such as “may”, “will”,
“expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe” or
“continue” or similar words and expressions or the negative thereof.
There can be no assurance that the plans, intentions or expectations
upon which these forward-looking statements are based will occur or,
even if they do occur, will result in the performance, events or results
expected. We caution readers not to place undue reliance on
forward-looking statements contained herein, which are not a guarantee
of performance, events or results and are subject to a number of risks,
uncertainties and other factors that could cause actual performance,
events or results to differ materially from those expressed or implied
by such forward-looking statements. These factors include: changes in
Knight’s strategies, plans or prospects; general economic, industry,
business, regulatory and market conditions; actions of Knight and its
competitors; conditions in the pharmaceutical industry; risks relating
to government regulation and changes thereto, including in respect of
the regulations concerning board composition, proxy solicitation and
shareholder meetings; the state of the economy including general
economic conditions globally and economic conditions in the
jurisdictions in which Knight operates; the unpredictability and
volatility of Knight’s share price; and dilution and future sales of
securities of the Company. These factors should not be construed as
exhaustive. Certain forward-looking statements contained herein may be
considered to be future-oriented financial information or a financial
outlook for the purposes of applicable Canadian securities laws. Future
oriented financial information and financial outlook contained herein
about prospective financial performance, financial position or cash
flows are based on assumptions about future events, including economic
conditions and proposed courses of action, based on the applicable
management team’s assessment of the relevant information available to
them at the applicable time, and to become available in the future. In
particular, the information contains projected operational information
for future periods which are based on a number of material assumptions
and factors. The actual results of the applicable operations for any
period could vary from the amounts set forth in these projections, and
such variations may be material. Further, there is no assurance or
guarantee with respect to the prices at which any securities of Knight
will trade, and such securities may not trade at prices that may be
implied herein. See above for a discussion of the risks that could cause
actual results to vary from such forward-looking statements. Readers are
cautioned that all forward-looking statements involve known and unknown
risks and uncertainties, including those risks and uncertainties
detailed in the continuous disclosure and other filings of Knight,
copies of which are available on the System for Electronic Document
Analysis (“SEDAR”) at www.sedar.com.
We urge you to carefully consider those risks and uncertainties. The
forward-looking statements contained herein are expressly qualified in
their entirety by this cautionary statement. Unless expressly stated
otherwise, the forward-looking statements included herein are made as of
the date of this news release and Medison disclaims any obligation to
publicly update such forward-looking statements, except as required by
applicable law.

Contacts

Investors
www.NewDayForKnight.com

Shorecrest Group
Christine Carson
647-931-7396

Media
Gagnier Communications
Dan Gagnier
646-569-5897
[email protected]


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Cannabis

Medical Cannabis Market Report 2024-2030: Asia-Pacific Set to Witness Robust Growth, Driven by R&D Discovery Initiatives

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Rubicon Organics Reports Q1 2024 Financial Results

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SCHWAZZE

Schwazze Announces First Quarter 2024 Financial Results

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schwazze-announces-first-quarter-2024-financial-results

Schwazze Management to Host Conference Call Today at 5:00 p.m. Eastern Time

DENVER, May 15, 2024 /PRNewswire/ — Medicine Man Technologies, Inc., operating as Schwazze, (OTCQX: SHWZ) (Cboe CA: SHWZ) (“Schwazze” or the “Company”), today announced financial and operational results for the first quarter ended March 31, 2024.

“We delivered another period of revenue growth in Q1 as we further refined our retail strategy while contending with the prolonged competitive challenges in Colorado and New Mexico,” said Forrest Hoffmaster, Interim CEO of Schwazze. “Throughout the quarter, we continued to sharpen our pricing and promotional efforts while enhancing the in-store experience, widening assortment, improving in-stock position, and advancing our loyalty program to attract and retain new customers. We also strengthened our wholesale business with quarter-over-quarter growth, while surpassing 30% total door penetration across both states.”

“The Colorado market remains highly competitive with more than 680 active recreational licenses, underscoring the importance of delivering an exceptional customer experience and fully integrated retail support program. Although retail pricing has recently stabilized, Colorado sales in Q1 were down 10% year-over-year due to lower volumes. Nonetheless, we significantly outpaced the market as our sales were up 9%, demonstrating the effectiveness of our operating playbook to compete in challenging environments. We expect to continue driving improvements in customer acquisition, retention, and loyalty as we further increase market share in the state.”

“In New Mexico, the proliferation of new licenses continued to outpace state cannabis sales as store count in Q1 increased 31% year-over-year while the market grew only 13%. In addition to pricing and promotional efforts, we’ve focused on driving traffic into our stores by expanding assortment with high quality flower and delivering an elevated customer experience. The New Mexico regulatory body has also increased its license enforcement efforts in recent months, contributing to more than 70 store closures and a 33% sequential decrease in net new store openings in the first quarter. We will continue to support the New Mexico Cannabis Control Division as it develops its regulatory framework.”

“Over the past four years we have rapidly scaled our footprint through 13 acquisitions, building a leading retail presence in both Colorado and New Mexico. We are beginning to see positive momentum from our pricing and promotional strategy and will remain focused on driving operating efficiencies while further optimizing our assets as we consolidate cultivation facilities and eliminate underperforming stores that do not meet our high-margin thresholds. We believe these initiatives, coupled with our operating playbook and strict cost controls, will enable us to return to stronger levels of profitability moving forward.”

First Quarter 2024 Financial Summary

$ in Thousands USD

Q1 2024

Q4 2023

Q1 2023

Total Revenue

$41,601

$43,325

$40,001

Gross Profit

$17,934

$7,034[1]

$21,849

Operating Expenses

$20,643

$23,276

$16,199

Income (Loss) from Operations

$(2,709)

$(16,242)

$5,650

Adjusted EBITDA[2]

$7,341

$10,953

$14,525

Operating Cash Flow

$(3,700)

$3,452

$(880)

Recent Highlights

  • Announced the grand opening of a medical and recreational dispensary in March under the Everest Apothecary banner in Las Cruces, New Mexico, increasing the Company’s retail footprint to 34 stores across the state.
  • Increased wholesale penetration in the first quarter to more than 30% of total doors in Colorado and New Mexico.
  • Lowell Herb Co. pre-roll sales increased more than 3x quarter-over-quarter in Colorado, where it continues to be the #1 pre-roll in the state.
  • Wana gummy sales up more than 2x quarter-over-quarter in New Mexico.

First Quarter 2024 Financial Results

Total revenue in the first quarter of 2024 increased 4% to $41.6 million compared to $40.0 million for the same quarter last year. The increase was primarily due to growth from new stores compared to the prior year period, partially offset by continued pricing pressure and the proliferation of new licenses in New Mexico.

Gross profit for the first quarter of 2024 was $17.9 million or 43.1% of total revenue, compared to $21.8 million or 54.6% of total revenue for the same quarter last year. The decrease in gross margin was primarily driven by the aforementioned pricing pressure in New Mexico, as well as higher medical sales mix in Colorado.

____________________________

1 Q4 2023 Gross Profit includes one-time, non-cash inventory adjustments of approximately $13.1 million comprised of $3.1 million of product consolidation, obsolescence, and shrinkage expenses, $4.3 million of net realizable value adjustments, and $5.8 million of fair value adjustments on acquired inventory in New Mexico in 2023. 
2  Adjusted EBITDA is a non-GAAP measure as defined by the SEC, and represents earnings before interest, taxes, depreciation, and amortization, adjusted for other income, non-cash share-based compensation, one-time transaction related expenses, or other non-operating costs. The Company uses Adjusted EBITDA as it believes it better explains the results of its core business. See “ADJUSTED EBITDA RECONCILIATION (NON-GAAP)” section herein for an explanation and reconciliations of non-GAAP measure used throughout this release.

Operating expenses for the first quarter of 2024 were $20.6 million compared to $16.2 million for the same quarter last year. The year-ago period benefitted from a payroll tax credit of $3.9M. The remaining increase was primarily driven by personnel expenses and four-wall SG&A costs associated with 21 additional stores in Colorado and New Mexico that are still ramping.

Loss from operations for the first quarter of 2024 was $2.7 million compared to income from operations of $5.6 million in the same quarter last year. Net loss was $16.1 million for the first quarter of 2024 compared to net income of $1.7 million for the same quarter last year.

Adjusted EBITDA for the first quarter of 2024 was $7.3 million compared to $14.5 million for the same quarter last year. The decrease in Adjusted EBITDA was primarily driven by lower gross margin and higher operating expenses associated with the 21 additional stores that are still ramping.

As of March 31, 2024, cash and cash equivalents were $13.2 million compared to $19.2 million on December 31, 2023. Total debt as of March 31, 2024, was $159.7 million compared to $156.8 million on December 31, 2023.

Conference Call

The Company will conduct a conference call today, May 15, 2024, at 5:00 p.m. Eastern time to discuss its results for the first quarter ended March 31, 2024.

Schwazze management will host the conference call, followed by a question-and-answer period. Interested parties may submit questions to the Company prior to the call by emailing [email protected].

Date: Wednesday, May 15, 2024
Time: 5:00 p.m. Eastern time
Toll-free dial-in: (888) 664-6383
International dial-in: (416) 764-8650
Conference ID: 84167910
Webcast: SHWZ Q1 2024 Earnings Call

The conference call will also be broadcast live and available for replay on the investor relations section of the Company’s website at https://ir.schwazze.com.

Toll-free replay number: (888) 390-0541
International replay number: (416) 764-8677
Replay ID: 167910

If you have any difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.

About Schwazze

Schwazze (OTCQX: SHWZ) (Cboe CA: SHWZ) is building a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico and will continue to explore taking its operating system to other states where it can develop a differentiated regional leadership position. Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale.

Schwazze is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes. The Company’s leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as well as in the cannabis sector.

Medicine Man Technologies, Inc. was Schwazze’s former operating trade name. The corporate entity continues to be named Medicine Man Technologies, Inc. Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth. To learn more about Schwazze, visit https://schwazze.com/.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include financial outlooks; any projections of net sales, earnings, or other financial items; any statements of the strategies, plans and objectives of our management team for future operations; expectations in connection with the Company’s previously announced business plans; any statements regarding future economic conditions or performance; and statements regarding the intent, belief or current expectations of our management team. Such statements may be preceded by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intends,” “plans,” “strategy,” “prospects,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other words of similar meaning in connection with a discussion of future events or future operating or financial performance, although the absence of these words does not necessarily mean that a statement is not forward-looking. We have based our forward-looking statements on management’s current expectations and assumptions about future events and trends affecting our business and industry. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Therefore, forward-looking statements are not guarantees of future events or performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified. Consequently, actual events and results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) regulatory limitations on our products and services and the uncertainty in the application of federal, state, and local laws to our business, and any changes in such laws; (ii) our ability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (iii) our ability to identify, consummate, and integrate anticipated acquisitions; (iv) general industry and economic conditions; (v) our ability to access adequate capital upon terms and conditions that are acceptable to us; (vi) our ability to pay interest and principal on outstanding debt when due; (vii) volatility in credit and market conditions; (viii) the loss of one or more key executives or other key employees; and (ix) other risks and uncertainties related to the cannabis market and our business strategy. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise except as required by law.

Investor Relations Contact
Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
(720) 330-2829
[email protected]

MEDICINE MAN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
For the Periods Ended March 31, 2024 and December 31, 2023
Expressed in U.S. Dollars

 March 31,

December 31, 

2024

2023

 

ASSETS

 

Current Assets

Cash & Cash Equivalents

$

13,151,317

$

19,248,932

Accounts Receivable, net of Allowance for Doubtful Accounts

3,356,032

4,261,159

Inventory

26,382,184

25,787,793

Marketable Securities, net of Unrealized Loss of $347,516 and Loss of $1,816, respectively

108,583

456,099

Prepaid Expenses & Other Current Assets

3,502,310

3,914,064

Total Current Assets

46,500,426

53,668,047

Non-Current Assets

Fixed Assets, net Accumulated Depreciation of $10,061,700 and $8,741,782, respectively

31,326,000

31,113,630

Investments

2,000,000

2,000,000

Investments Held for Sale

202,111

Goodwill

67,492,705

67,499,199

Intangible Assets, net Accumulated Amortization of $36,483,160 and $32,706,765, respectively

162,391,482

166,167,877

Other Non-Current Assets

1,328,187

1,263,837

Operating Lease Right of Use Assets

34,575,832

34,233,142

Deferred Tax Assets, net

992,144

1,996,489

Total Non-Current Assets

300,106,350

304,476,285

Total Assets

$

346,606,776

$

358,144,332

 

LIABILITIES & STOCKHOLDERS’ EQUITY

 

Current Liabilities

Accounts Payable

$

9,443,233

$

13,341,561

Accrued Expenses

8,106,618

7,774,691

Derivative Liabilities

1,319,845

638,020

Lease Liabilities – Current

5,186,316

4,922,724

Current Portion of Long Term Debt

29,579,713

3,547,011

Income Taxes Payable

28,235,039

25,232,782

Total Current Liabilities

81,870,764

55,456,789

Non-Current Liabilities

Long Term Debt, net of Debt Discount & Issuance Costs

130,120,753

153,262,203

Lease Liabilities – Non-Current

30,735,072

30,133,452

Total Non-Current Liabilities

160,855,825

183,395,655

Total Liabilities

$

242,726,589

$

238,852,444

Stockholders’ Equity

Preferred Stock, $0.001 Par Value. 10,000,000 Shares Authorized; 82,185 Shares Issued and

82,185 Outstanding as of March 31, 2024 and 85,534 Shares Issued and 85,534 Outstanding as of

December 31, 2023.

82

86

Common Stock, $0.001 Par Value. 250,000,000 Shares Authorized; 79,168,539 Shares Issued

and 78,248,389 Shares Outstanding as of March 31, 2024 and 74,888,392 Shares Issued

and 73,968,242 Shares Outstanding as of December 31, 2023.

79,169

74,888

Additional Paid-In Capital

202,677,665

202,040,968

Accumulated Deficit

(96,843,602)

(80,790,927)

Common Stock Held in Treasury, at Cost, 920,150 Shares Held as of March 31, 2024 and

920,150 Shares Held as of December 31, 2023.

(2,033,127)

(2,033,127)

Total Stockholders’ Equity

103,880,187

119,291,888

Total Liabilities & Stockholders’ Equity

$

346,606,776

$

358,144,332

MEDICINE MAN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND (LOSS)
For the Periods Ended March 31, 2024 and 2023
Expressed in U.S. Dollars

For the Three Months Ended

March 31,

2024

2023

(Unaudited)

(Unaudited)

Operating Revenues

Retail

$

37,633,252

$

35,820,111

Wholesale

3,898,320

4,058,925

Other

69,421

121,900

Total Revenue

41,600,993

40,000,936

Total Cost of Goods & Services

23,667,319

18,152,163

Gross Profit

17,933,674

21,848,773

Operating Expenses

Selling, General and Administrative Expenses

11,835,818

10,100,934

Professional Services

1,671,881

1,187,364

Salaries

6,880,988

4,695,971

Stock Based Compensation

253,916

214,544

Total Operating Expenses

20,642,603

16,198,813

Income from Operations

(2,708,929)

5,649,960

Other Income (Expense)

Interest Expense, net

(8,307,369)

(7,745,854)

Unrealized Gain (Loss) on Derivative Liabilities

(681,825)

8,501,685

Other Loss

10,500

Loss on Investment

(33,382)

Unrealized Gain on Investment

(347,516)

1,816

Total Other Income (Expense)

(9,359,592)

757,647

Pre-Tax Net Income (Loss)

(12,068,521)

6,407,607

Provision for Income Taxes

3,984,154

4,662,178

Net Income (Loss)

$

(16,052,675)

$

1,745,429

Less: Accumulated Preferred Stock Dividends for the Period

(2,155,259)

(2,029,394)

Net Income (Loss) Attributable to Common Stockholders

$

(18,207,934)

$

(283,965)

Earnings (Loss) per Share Attributable to Common Stockholders

Basic Earnings (Loss) per Share

$

(0.24)

$

(0.01)

Diluted Earnings (Loss) per Share

$

(0.24)

$

(0.06)

Weighted Average Number of Shares Outstanding – Basic

76,006,932

55,835,501

Weighted Average Number of Shares Outstanding – Diluted

76,006,932

101,608,278

Comprehensive Income (Loss)

$

(16,052,675)

$

1,745,429

MEDICINE MAN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Periods Ended March 31, 2024 and 2023
Expressed in U.S. Dollars

For the Three Months Ended

March 31,

2024

2023

(Unaudited)

(Unaudited)

Cash Flows from Operating Activities:

Net Income (Loss) for the Period

$

(16,052,675)

$

1,745,429

Adjustments to Reconcile Net Income (Loss) to Cash for Operating Activities

Depreciation & Amortization

5,096,314

6,151,395

Non-Cash Interest Expense

1,031,431

991,184

Non-Cash Lease Expense

2,871,226

2,251,459

Deferred Taxes

1,004,345

(637,225)

Loss on Investment

202,111

Change in Derivative Liabilities

681,825

(8,501,685)

Amortization of Debt Issuance Costs

421,512

421,513

Amortization of Debt Discount

2,303,246

1,999,933

(Gain) Loss on Investments, net

347,516

(1,816)

Stock Based Compensation

640,974

214,544

Changes in Operating Assets & Liabilities (net of Acquired Amounts):

Accounts Receivable

905,127

(118,181)

Inventory

(587,900)

(3,023,251)

Prepaid Expenses & Other Current Assets

411,754

(3,036,801)

Other Assets

(64,350)

360,674

Change in Operating Lease Liabilities

(2,348,703)

(1,531,765)

Accounts Payable & Other Liabilities

(3,566,401)

(3,464,671)

Income Taxes Payable

3,002,257

5,299,403

Net Cash Provided by (Used in) Operating Activities

(3,700,390)

(879,861)

Cash Flows from Investing Activities:

Collection of Notes Receivable

10,631

Purchase of Fixed Assets

(1,532,287)

(2,913,394)

Net Cash Provided by (Used in) Investing Activities

(1,532,287)

(2,902,763)

Cash Flows from Financing Activities:

Payment on Notes Payable

(864,938)

Net Cash Provided by (Used in) Financing Activities

(864,938)

Net (Decrease) in Cash & Cash Equivalents

(6,097,615)

(3,782,624)

Cash & Cash Equivalents at Beginning of Period

19,248,932

38,949,253

Cash & Cash Equivalents at End of Period

$

13,151,317

$

35,166,628

Supplemental Disclosure of Cash Flow Information:

Cash Paid for Interest

$

4,515,205

$

6,540,748

MEDICINE MAN TECHNOLOGIES, INC.
ADJUSTED EBITDA RECONCILIATION (NON-GAAP)
For the Periods Ended March 31, 2024 and 2023
Expressed in U.S. Dollars

For the Three Months Ended

March 31,

2024

2023

Net Income (Loss)

$

(16,052,675)

$

1,745,429

Interest Expense, net

8,307,369

7,745,854

Provision for Income Taxes

3,984,154

4,662,178

Other (Income) Expense, net of Interest Expense

1,052,223

(8,503,501)

Depreciation & Amortization

5,618,834

6,612,814

Earnings Before Interest, Taxes, Depreciation and

Amortization (EBITDA) (non-GAAP)

$

2,909,905

$

12,262,774

Non-Cash Stock Compensation

253,916

214,544

Deal Related Expenses

637,761

1,195,802

Capital Raise Related Expenses

20,760

35,068

Severance

484,561

118,436

Retention Program Expenses

807,500

280,632

Pre-Operating & Dark Carry Expenses

1,053,837

391,917

One-Time Legal Settlements

417,653

Other Non-Recurring Items

754,751

25,707

Adjusted EBITDA (non-GAAP)

$

7,340,644

$

14,524,880

Revenue

41,600,993

40,000,936

Adjusted EBITDA Percent

17.6 %

36.3 %

View original content:https://www.prnewswire.co.uk/news-releases/schwazze-announces-first-quarter-2024-financial-results-302146858.html

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