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Voce Capital Issues Detailed Presentation Demonstrating How Argo’s Board Could Unlock Substantial Shareholder Value

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Reading Time: 7 minutes

Publishes In-Depth Roadmap for the Board to Improve Argo’s ROE by
Nearly 800 basis points

Includes ‘Starter Kit’ of Immediate Actions the Board Could Take to
Drive Value Creation and Instill Culture of Accountability at Company

Provides Further Evidence of Argo’s Attempts to Mislead Shareholders
in Connection with the New York City Luxury Duplex Penthouse it Provides
for CEO

Time is Now to Reverse Self-Indulgent Culture of Entrenchment,
Commingling of Personal and Business Activities and Disregard for
Shareholder Interests

Vote on the BLUE proxy card FOR Voce’s Highly-Qualified Nominees and
FOR Its Proposals

SAN FRANCISCO–(BUSINESS WIRE)–Voce Capital Management LLC (“Voce”), the beneficial owner of
approximately 5.6% of the shares of Argo Group International Holdings,
Ltd. (NYSE: ARGO) (“Argo” or the “Company”), today issued a detailed
presentation, “Righting the Ship,” which outlines a specific, actionable
plan which Argo’s Board could pursue to unlock substantial shareholder
value creation at the Company through a series of immediate expense
reductions, compensation reforms, capital allocation improvements,
portfolio rationalizations and sweeping corporate governance
enhancements.

Voce’s full presentation is available at www.Argo-SOS.com.

Important highlights include the following:

Argo Has Significant Opportunities to Boost its
Substandard Return on Equity:

  • Historically, Argo has failed to cover its cost of capital – meaning
    it is destroying shareholder value. In Voce’s view, expense reductions
    alone can allow Argo to earn a double digit return on equity (“ROE”) –
    significantly higher than its 10-year average ROE of 5.7%.
  • A thorough review of Argo’s capital allocation and portfolio of
    businesses is also required, including a potential divestiture of its
    international business, exit of underperforming lines and potential
    capital return.
  • Voce’s analysis suggests 110 bps of ROE opportunity from enhanced
    capital allocation and 220 bps from portfolio rationalization.
  • Adding capital allocation and potential sale of the international
    business would allow Argo to achieve an ROE of over 13%.
  • If acted upon by the Board, Voce’s ideas could result in a pro forma
    ROE as high as 13.5% which could result in a share price approximately
    75-90% above its unaffected stock price on February 1, 2019, prior to
    Voce’s involvement.

The Company Must Pursue Immediate, Substantial
Expense Reductions:

  • Voce offers a blueprint for immediate, substantial expense reductions
    of $100 million that would boost Argo’s ROE by 460 bps.
  • Normalizing Argo’s OUE to that of its peer average implies a $100
    million expense opportunity (half of which Voce has already
    identified).
  • Argo’s corporate and other underwriting expenses substantially exceed
    peers and its purported expense reductions are illusory. Voce believes
    the Company has simply transferred costs from its underwriting
    business and buried them in its investment portfolio.
  • Since 2014, invested assets have grown at 4% annually, while
    investment expenses have grown at 25% annually.
  • Reducing Argo’s investment expenses in line with peers would yield $16
    million in savings.
  • $20 million in additional cost savings could be achieved by reigning
    in corporate expenses, including corporate aircraft and housing,
    vanity sponsorships and CEO compensation.

Argo Desperately Needs a Culture of Respect,
not Disdain, for Shareholders:

  • Argo’s handling of Voce’s questions about a potential penthouse
    apartment where CEO Mark E. Watson III lives while in New York City
    demonstrates the Company’s disregard for shareholders and lack of
    respect for honesty when engaging with investors.
  • Argo initially insisted that “The Company did not build, nor have we
    ever had, a penthouse apartment above our New York offices.
    (emphasis added).
  • As has now been independently verified and publicly reported by a news
    outlet, Argo does indeed own a duplex “glass penthouse apartment” in
    New York City – it’s just that it is located a mere six blocks away
    from Argo’s Meatpacking District offices, at 177 Ninth Avenue,
    Penthouse E, New York City, 10011.1
  • The penthouse was purchased for $5.795 million in 2016, which
    corresponds to the initiation of Argo’s disclosure regarding
    unreimbursed personal use of New York housing that began with its 2017
    Proxy Statement regarding the 2016 period. Voce has also independently
    confirmed that it is used as Mr. Watson’s home when in New York City.
  • The penthouse is in the Chelsea Enclave development, “an urban oasis
    in the heart of Chelsea neighborhood with luxury apartments that share
    an enclosed garden with the General Theological Seminary.”2
    The opulent duplex, with its “open views and beaming light from the
    continuous walls of glass pull you from the entry through to the large
    living room and dining room and out onto the 41 foot long terrace.”3
    The original 2016 property listing, including photographs, is
    available on www.Argo-SOS.com.
  • The property was purchased by the same Argo subsidiary, AGI
    Properties, Inc. that bought the three luxury corporate apartments in
    Miami that Voce first uncovered in its April 24th press
    release.4

Argo’s Shockingly Deficient Corporate
Governance Must be Revitalized:

  • Argo’s Board has, in Voce’s view, abjectly failed to adequately
    oversee CEO Watson and rein in his rampant use of corporate resources
    to fund his personal pursuits, from fine art, to architecture, to race
    cars, to yachting.
  • In its presentation, Voce outlines how Argo’s G-5 corporate jet is
    used frequently for personal reasons – such as a Watson family
    Christmas holiday vacation to India in 2017, which the presentation
    outlines by matching flight logs to Mr. Watson’s hyperactive social
    media presence, including time and geo-stamped family photos he posted
    on Twitter.
  • Voce believes a top-to-bottom investigation of Argo’s corporate
    governance practices is urgently required. This should take the form
    of an immediate investigation into expenses, compensation and
    corporate perquisites by a credible external law firm and overseen by
    a special committee of independent Directors.
  • In Voce’s view, Argo’s Board suffers from docile, over-tenured
    directors who lack independence and whose interests are not aligned
    with those of all shareholders.
  • The reconstitution of the Board and all committees and removal and
    replacement of the “Big 5” legacy directors – with nearly 20 years’
    average tenure – is urgently required.
  • Argo’s flawed excessive executive compensation structure must be
    reformed, and the Board’s stale and ineffective Compensation Committee
    reconstituted.

Argo’s TSR – The Reality Behind the Numbers:

  • Despite Argo’s attempts to deflect criticism by touting its total
    shareholder return (“TSR”), the Company’s TSR is not materially
    different from that of its peers. Even after its recent stock
    appreciation, Argo still trades near the bottom of its peer set
    because its ROE is also near the bottom. As a result, Argo’s
    historical discount to the multiple of its peers is persistent and
    ongoing.
  • More than 100% of Argo’s recent stock returns have come from expansion
    of its P/BV multiple, while actual book value per share has shrunk
    over that period of time.
  • Most of Argo’s P/BV expansion is due to speculation of M&A and Voce’s
    involvement (the stock has gained 18% since Voce’s 13D filing on
    February 4, 2019).

***

Voce issued the following statement in connection with the release of
“Righting the Ship”:

As our presentation makes clear, there are abundant opportunities to
drive real value creation for all Argo shareholders – especially through
improving the Company’s poor ROE and reducing its expenses. Change is
needed now to achieve these goals.

We believe the five highly-qualified, fully-independent director
candidates we have nominated for election to Argo’s Board – Bernard C.
Bailey, Charles H. Dangelo, Admiral Kathleen M. Dussault, Carol A.
McFate and Nicholas C. Walsh – will restore accountability, independence
and integrity to the Company and drive substantial shareholder value
creation.

Unfortunately, as should be evident from the weeks of public discourse
and patent acts of entrenchment, Argo’s Board and leadership is plagued
by a pervasive culture of disdain for shareholders, disregard for norms
of basic corporate governance and a willingness to tolerate the
hijacking of corporate resources for the CEO’s pursuit of private
interests.

The case of Argo’s mysterious New York City luxury duplex penthouse
perfectly illustrates this. Argo should be ashamed of itself for issuing
such a sanctimonious and carefully hedged initial denial of the
penthouse’s existence given it now concedes, after all, that it does own
a swanky glass penthouse in New York. The point all along was not the location
of such corporate housing but rather its existence. While
Argo publicly stated multiple times that there was no penthouse above its
New York offices, it neglected to tell shareholders that it does owns a
penthouse apartment, within walking distance. This type of behavior
demonstrates a fundamental level of dishonesty.

We look forward to continuing to make our case to Argo shareholders in
the coming weeks as we approach this year’s Annual Meeting.”

The 2019 Annual Meeting is scheduled to be held on May 24, 2019. Voce
urges its fellow shareholders to vote on the Blue
proxy card FOR its highly-qualified nominees and FOR its proposals. For
more information, investors can visit www.Argo-SOS.com.

About Voce Capital Management LLC

Voce Capital Management LLC is a fundamental value-oriented,
research-driven investment adviser founded in 2011 by J. Daniel
Plants. The San Francisco-based firm is 100% employee-owned.

Additional Information and Where to Find It

Voce Catalyst Partners LP, Voce Capital Management LLC, Voce Capital
LLC, and J. Daniel Plants, (collectively, the “Participants”) filed with
the Securities and Exchange Commission (the “SEC”) a definitive proxy
statement and accompanying form of proxy on April 12, 2019 to be used in
connection with the solicitation of proxies from the members of Argo
Group International Holdings, Ltd. (the “Company”). All members of the
Company are advised to read the definitive proxy statement and other
documents related to the solicitation of proxies by the Participants
when they become available, as they will contain important information,
including additional information related to the Participants and
information about the Participants’ director nominees. The definitive
proxy statement and an accompanying proxy card will be furnished to some
or all of the Company’s stockholders and are, along with other relevant
documents, available at no charge on the SEC website at http://www.sec.gov/.

Cautionary Statement Regarding Forward-Looking Statements

All statements contained in this press release that are not clearly
historical in nature or that necessarily depend on future events are
“forward-looking statements,” which are not guarantees of future
performance or results, and the words “anticipate,” “believe,” “expect,”
“potential,” “could,” “opportunity,” “estimate,” “plan,” and similar
expressions are generally intended to identify forward-looking
statements. The projected results and statements contained in this press
release that are not historical facts are based on current expectations,
speak only as of the date of this press release and involve risks that
may cause the actual results to be materially different. In light of the
significant uncertainties inherent in the forward-looking statements,
the inclusion of such information should not be regarded as a
representation as to future results. Voce disclaims any obligation to
update the information herein and reserves the right to change any of
its opinions expressed herein at any time as it deems appropriate. Voce
has not sought or obtained consent from any third party to use any
statements or information indicated herein as having been obtained or
derived from statements made or published by third parties.

1Argo corporate housing policy in the spotlight as NY
penthouse revealed,” The Insurance Insider, April 30, 2019 (Link)

2 “Chelsea Enclave,” Condopedia.com (Link)

3 “177 Ninth Avenue, Chelsea,” Stribling.com property listing
14295344 (Link)

4Voce Capital Addresses Argo’s Attempted Justifications for
Misuse of Corporate Assets,” April 24, 2019 (Link)

Contacts

Investors:
Okapi Partners LLC
Bruce H. Goldfarb /
Patrick J. McHugh
(212) 297-0720 or Toll-free (877) 259-6290
[email protected]

Media:
Sloane
& Company
Dan Zacchei / Joe Germani
(212) 486-9500
[email protected]
/ [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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Cannabis

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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