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Gannett Sends Open Letter to Shareholders

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Unanimously Recommends that Shareholders Vote “FOR ALL” of Gannett’s
Eight Experienced, Engaged and Independent Director Nominees on the
WHITE Proxy Card

MCLEAN, Va.–(BUSINESS WIRE)–Gannett Co., Inc. (NYSE: GCI) today sent an open letter to shareholders
urging shareholders to vote “FOR ALL” of the company’s highly
experienced, fully independent director nominees on the WHITE proxy card
in connection with Gannett’s 2019 annual meeting of shareholders
scheduled to be held on May 16, 2019.

The full text of the letter follows below:

Dear Fellow Shareholder,

At the upcoming Annual Meeting on May 16, 2019, you will make a very
important decision regarding the composition of the Gannett board that
will shape the future of the company and have a lasting impact on the
value of your investment.

In recent weeks, we have appreciated having the opportunity to speak
with many of you about our ongoing digital transformation and the
progress we are seeing, as well as the efforts by MNG Enterprises, Inc.
(“MNG”), a direct competitor of Gannett, and its majority shareholder
Alden Global Capital (“Alden”) to take control of the company by
installing their own directors, officers, colleagues and friends on the
Gannett board – all while touting an unsolicited proposal to buy Gannett
that they cannot finance or close. Now, in a last-ditch, desperate
effort, MNG has announced that it is reducing the number of candidates
that it is nominating for election to Gannett’s eight-member board from
six to three.

Importantly, the number of MNG nominees does not matter, as each of the
three remaining MNG candidates still has irreconcilable conflicts of
interest given each nominee’s close affiliations with MNG and/or Alden,
and cannot be expected to act in the best interests of all Gannett
shareholders. Further, MNG’s candidates have backgrounds and skillsets
that we believe would not be additive to the Gannett board, and, indeed,
would reduce the quality of the Gannett board to the detriment of both
the company and its shareholders. In contrast, all eight of Gannett’s
director nominees are FULLY independent and bring broad and diverse
backgrounds, professional experience and skills in areas that are
critical to Gannett’s business and future success. We believe that
electing even one of MNG’s nominees to the Gannett board would put the
value of your investment at risk.

Your vote is very important. We encourage you to protect the value of
your investment in Gannett by voting “FOR ALL” of your board’s eight
independent nominees on the WHITE proxy card today.

MNG’S CANDIDATES ARE HIGHLY CONFLICTED

All of MNG’s candidates have clear conflicts of interest, which we
believe would prevent them from being able to meaningfully fulfill their
duties as Gannett directors:

  • Heath Freeman is the president and a founding member of Alden,
    vice chairman of MNG and chairman of the board of Fred’s, Inc., where
    he was appointed to the board pursuant to a Cooperation Agreement
    between Fred’s and Alden.
  • Steven Rossi was CEO of MNG until his retirement in November
    2017 and currently serves as a director on the Fred’s board after
    being appointed to the board pursuant to the same Cooperation
    Agreement as Mr. Freeman.
  • Dana Goldsmith Needleman is also a director of Fred’s, as well
    as a family friend of Mr. Freeman. They have known each other for
    years prior to Ms. Needleman being hand-picked to serve on the Fred’s
    board, including through business dealings, charitable organizations,
    a shared alma mater and documented social gatherings. Further, Ms.
    Needleman’s spouse represented Alden in real estate dealings, and Ms.
    Needleman made a sizeable personal donation to one of their alma
    mater’s organizations where Mr. Freeman is chairman of the advisory
    board. In short, it cannot reasonably be concluded that Ms. Needleman
    has “no material relationship” with Alden, and she is therefore NOT
    independent of MNG.

Because of the significant and concerning conflicts of interest
resulting from MNG’s candidates’ affiliations with a direct competitor
and/or the controlling owner of a direct competitor, MNG’s candidates
may face significant restrictions on the company information to which
they could have access, meaning they could not benefit from the same
information available to Gannett’s independent director nominees and
would not be able to participate fully in decisions critical to creating
value for our shareholders.

MNG’S CANDIDATES WOULD REDUCE THE QUALITY OF THE GANNETT BOARD

As part of the board’s nomination process this year, the Nominating and
Public Responsibility Committee and the full Gannett board reviewed
MNG’s six proposed nominees, and unanimously concluded that NONE would
bring incremental expertise to the board, and indeed would worsen the
quality of the board in terms of skills and experience.

Mr. Freeman, Mr. Rossi and Ms. Needleman have nearly no public board
experience outside of serving together on the board of Fred’s, the
Alden-controlled regional pharmacy chain. At Fred’s, they have overseen
significant value destruction – with Fred’s stock declining 92% since
Alden invested in December 2016, despite Fred’s operating in a steadily
growing market.1 Mr. Freeman’s only other public board
experience was at Emmis Communications Corp in 2010, where he was
appointed not due to his qualifications but instead in connection with
an Alden agreement to take Emmis private. He resigned a few months later
after Alden pulled out of the deal.

In contrast, all of Gannett’s independent nominees, including the three
nominees MNG is seeking to replace, have a wealth of professional
experience and expertise critical to Gannett’s operations and digital
transformation, including finance, business development and strategic
planning, M&A, digital media, journalism, marketing and advertising,
technology and human resources. While MNG claims that it wants to focus
on Gannett’s publishing business, MNG is now attempting to replace
three directors on Gannett’s board, including two distinguished
journalists, Stephen Coll and Larry Kramer, with a hedge fund president,
a real estate dealmaker and a propane company manager turned newspaper
executive without any background in journalism
.

MNG’S INTERESTS ARE NOT ALIGNED WITH THOSE OF OTHER SHAREHOLDERS AND
MNG’S FALSE AND MISLEADING STATEMENTS SEEK ONLY TO ADVANCE ITS
INTERESTS, NOT THOSE OF ALL SHAREHOLDERS

Contrary to MNG’s claims, MNG has NOT demonstrated an ability to
position acquired newspapers for long-term profitability. It has been
widely documented that MNG has drastically reduced jobs at its
newspapers, thereby undercutting the papers’ ability to produce quality
journalism and retain subscribers. Once subscribership falls due to lack
of meaningful content, MNG responds with yet more cost cuts, and in some
cases, closures of the papers all together.

In addition to MNG’s baseless claims of having executed revivals of
print newspapers, MNG is intentionally misleading shareholders in its
calculations of Gannett’s performance and the illusory premium it offers
shareholders. Even after Gannett clearly identified flaws in MNG’s
calculations, MNG continues to make the same claims:

  • MNG compares Gannett’s 2018 results to a time when Gannett was not
    even a standalone company and ignores that the company’s digital
    marketing solutions business was built beginning in the second half of
    2016, with its contribution to performance only being reflected
    thereafter.
  • MNG compares Gannett’s performance to companies outside its industry
    peer group and arbitrarily compares the “premium” of its illusory
    proposal not to Gannett’s unaffected stock price (as would be
    customary) but instead to the lowest closing price for Gannett’s
    shares in its entire 52-week range, taking advantage of the sharp
    decline the entire stock market experienced in December 2018.

GANNETT’S NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTERESTS OF
ALL GANNETT SHAREHOLDERS

Your board and management team are executing a multi-year transformation
strategy to position Gannett to thrive in a digital future. We are the
first to acknowledge that transformations are hard and take time, and
that we have more work to do. That said, we are confident that the steps
we have taken – and are continuing to take – provide the best path
forward for our company to deliver value in the near term. Our focused
strategy to enhance Gannett’s growth and profitability is centered
around:

  • Leveraging our nationwide scale and local presence to expand and
    deepen our relationships with consumers and businesses;
  • Accelerating organic digital revenue growth through innovative
    consumer experiences and new marketing and advertising solutions;
  • Pursuing accretive growth through disciplined, selective acquisitions
    that provide synergies with our customer base and markets; and
  • Aligning costs within our legacy print business in a thoughtful and
    strategic manner.

The financial results our strategic initiatives have delivered to date
reflect our progress and the potential for Gannett’s digital investments
to serve as a growth engine for many years into the future. In 2018
alone, Gannett:

  • Grew digital subscribers by 46%, bringing total paid digital-only
    subscribers to over 500,000.
  • Grew ReachLocal revenues by 15%.
  • Grew national digital advertising revenue by 19%, with 75% of USA
    TODAY’s advertising revenue now digital.

Still, our board regularly evaluates our strategic options to ensure
that we are best positioned to deliver value for our shareholders.
Indeed, we have publicly stated that we would engage with any party that
makes a bona fide, credible proposal that appropriately values the
company and is capable of being closed.
MNG’s illusory proposal
continues to fail our test.

VOTE TODAY “FOR ALL” OF GANNETT’S INDEPENDENT, EXPERIENCED DIRECTOR
NOMINEES ON THE WHITE PROXY CARD

While we still have work to do, the fact is that Gannett’s USA TODAY
NETWORK strategy, digital transformation and focus on client
relationships are paying off. Our director nominees have the skills and
experience we need to continue to oversee this strategy and make the
right decisions to maximize value for all
Gannett shareholders. Importantly, all eight of your director nominees
are committed to acting in your best interests, and are not beholden to
or influenced by any outside entity. The same cannot be said about even
one of MNG’s candidates.

We believe your vote will impact the value of your investment – please
vote TODAY “FOR ALL” of Gannett’s eight independent director nominees.

We thank you for your continued support.

Sincerely,

/s/

J. Jeffry Louis, Chairman of the Gannett board of directors

 

If you have any questions, or need assistance in voting your
shares, please call the firm assisting us in the solicitation of
proxies:

 

INNISFREE M&A INCORPORATED

TOLL-FREE at 1-877-456-3507

 

Additional materials regarding the board of directors’
recommendations for the annual meeting are available on the
investor relations page of Gannett’s website at https://investors.gannett.com.

 

About Gannett

Gannett Co., Inc. (NYSE: GCI) is an innovative, digitally focused
media and marketing solutions company committed to strengthening
communities across our network. With an unmatched local-to-national
reach, Gannett touches the lives of more than 125 million people monthly
with our Pulitzer-Prize winning content, consumer experiences and
benefits, and advertiser products and services. Gannett brands include
USA TODAY NETWORK with the iconic USA TODAY and more than 100 local
media brands, digital marketing services companies ReachLocal,
WordStream and SweetIQ, and U.K. media company Newsquest. To connect
with us, visit www.gannett.com.

Forward-Looking Statements

This communication contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements that are not
historical facts. The words “believe,” “expect,” “estimate,” “could,”
“should,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project” and
similar expressions, among others, generally identify forward-looking
statements, which speak only as of the date the statements were made and
are not guarantees of future performance. Where, in any forward-looking
statement, an expectation or belief as to future results or events is
expressed, such expectation or belief is based on the current plans and
expectations of our management and expressed in good faith and believed
to have a reasonable basis, but there can be no assurance that the
expectation or belief will result or be achieved or accomplished.
Whether or not any such forward-looking statements are in fact achieved
will depend on future events, some of which are beyond our control. The
matters discussed in these forward-looking statements are subject to a
number of risks, trends, uncertainties and other factors that could
cause actual results or events to differ materially from those
projected, anticipated or implied in the forward-looking statements,
including the matters described under the heading “Risk Factors” and
Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in the company’s annual report on Form 10-K for fiscal
year 2018 and in the company’s other SEC filings.

________________________________
1 Based on Fred’s
closing stock prices on April 18, 2019, and December 21, 2016 (the day
prior to the filing of Alden’s initial 13D). Market growth source:
Euromonitor. Statement based on 13-18 CAGR of 3% for
drugstores/parapharmacies in the U.S.

Contacts

For investor inquiries:
Stacy Cunningham
Vice
President, Financial Planning & Investor Relations
703-854-3168
[email protected]

Arthur
Crozier / Jennifer Shotwell / Larry Miller
Innisfree M&A
Incorporated
(212) 750-5833

For media inquiries:
Amber
Allman
Vice President, Corporate Events & Communications
703-854-5358
[email protected]

Ed
Trissel / Nick Lamplough / Tim Ragones
Joele Frank, Wilkinson
Brimmer Katcher
(212) 355-4449


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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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