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Ventas to Acquire High Quality Canadian Seniors Housing Portfolio in Partnership with Le Groupe Maurice

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  • Ventas Invests in C$2.4 Billion Portfolio Through 85/15%
    Partnership with Le Groupe Maurice (“LGM”); LGM to Continue to Manage
    Portfolio
  • 31 Class A Apartment-Like Seniors Housing Communities in Attractive
    Quebec Markets
  • Well-Occupied, Stable Portfolio and Lease-Up Assets Expected to
    Deliver 4% NOI CAGR over Next 5 Years
  • Additional Growth Expected from Four In-Progress Developments
  • Exclusive Rights to Future Development Pipeline
  • Establishes High Quality New Platform for Growth with LGM; Builds
    on Ventas’s Successful Strategy with Leading Operators
  • Diversification of Ventas’s Portfolio, Business Model and Operator
    Base
  • Transaction is Expected to be Accretive to Normalized FFO in 2020

CHICAGO–(BUSINESS WIRE)–$VTR–Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today announced
that it has signed a definitive agreement to acquire a Class A portfolio
of 31 purpose-built seniors housing communities and four in-progress
developments in the attractive Quebec market by investing through an
85/15 percent equity partnership with Le Groupe Maurice (“LGM”). The
portfolio is valued at C$2.4 billion (USD $1.8 billion) including
construction in progress. The deal establishes a new platform for growth
with leading developer and operator, LGM, a market leader in the design,
development and management of seniors housing communities in Quebec who
will continue to manage and further develop the portfolio under the Le
Groupe Maurice brand, maintaining its vision of quality and innovation.
Ventas will also have exclusive rights to fund and own all additional
developments under a pipeline agreement with LGM.

Le Groupe Maurice is a market leader in the design, development and
management of apartment like, independent living seniors housing
communities in Quebec. Founded in 1998, LGM has over 2,000 employees, a
seasoned, high-quality management team with deep industry knowledge and
a strong track record of development and operating success. LGM has
grown from one property in 2000 to 35 communities, all through
purpose-built development, and has a leading 9 percent market share in
Quebec with a highly regarded and recognized brand. The investment will
diversify and expand Ventas’s leading seniors housing operating
portfolio (“SHOP”) presence in the attractive and growing Canadian
market with a preferred seniors housing brand in Quebec.

“We are delighted to announce this accretive investment with Le Groupe
Maurice to obtain a strong portfolio with built-in growth potential from
existing and new developments in high-quality, attractive urban
markets,” said Ventas Chairman and Chief Executive Officer, Debra A.
Cafaro. “This transaction demonstrates the Ventas team’s commitment to
our pivot to growth as we execute on accelerating external growth
opportunities. The transaction enhances and diversifies our leading
portfolio and underscores our successful strategy of partnering with
best-in-class operators and developers,” Cafaro added.

The President and Founder of Le Groupe Maurice, Luc Maurice, said: “We
have built a leading seniors housing business over 20 years with very
strong brand awareness and market share across Quebec through a
commitment to quality and an energetic independent lifestyle for our
residents. Le Groupe Maurice’s team and employees are excited about this
partnership with Ventas and we look forward to expanding the business
and capitalizing on the significant opportunities we see in the growing
and attractive Canadian senior housing market.”

Highlights of the Transaction

  • High Quality Portfolio of 31 Communities and Four In-Progress
    Developments
    Managed by LGM

    • Includes 28 stable, Class A, institutional quality apartment-like
      communities containing 7,885 units in high density, core urban
      markets with occupancy of nearly 97 percent, average units per
      community of 282, average age of 8 years and revenue per occupied
      unit of over C$2,600 per month.
    • Adds lease-up portfolio of three assets opening in 2019 containing
      1,032 units. LGM’s ten most recently completed and stabilized
      developments averaged 25 percent occupancy in month one and leased
      to over 90 percent occupancy on average in just 12 months.
    • These 31 communities are forecast to deliver four percent compound
      annual growth in net operating income (“NOI”) over the next five
      years.
    • The transaction also includes four in-progress developments
      expected to contain about 1,400 units in attractive locations in
      Montreal that are projected to open in late 2020 and 2021.
  • Participation in Attractive Quebec Senior Housing Market

    • Canada’s senior housing market has delivered stable and growing
      cash flows, with limited new supply and attractive demand growth
      via an aging population.
    • Quebec offers a large, thriving senior housing market with a
      penetration rate approximating 18 percent (two times the Canadian
      average).
    • The Canadian 75 and over senior population is forecast to grow
      nearly 50 percent between 2018 and 2028.
  • Attractive Valuation for Stable Cash Flows with Embedded Growth

    • C$2.4 billion total portfolio valuation (at 100
      percent, including assumption of C$1.3 billion of debt) for 31
      communities and four in-progress developments:

      • 28 stable assets: C$2.0 billion purchase price, estimated 5.5
        percent yield, acquired at or below replacement cost with a
        per unit cost of C$255 thousand.
      • Three lease-up assets: C$0.3 billion purchase price, estimated
        5.5 percent stabilized yield with a per unit cost of C$290
        thousand.
      • Four in-progress developments: C$0.1 billion invested to date;
        C$0.4 billion projected total cost, estimated 6.5 percent stabilized
        yield with a per unit cost of C$280 thousand.
      • Exclusive arrangement to fund and own all LGM development
        projects provides long-term sustainable growth.
    • Ventas investment equals 85 percent of C$2.4 billion total
      portfolio valuation and pro-rata share of partnership returns.
  • Establishes New Platform for Growth with Exclusive Development
    Rights

    • Ventas and LGM will enter into an 85/15 percent partnership
      agreement that will own the 35 assets and future developments.
    • Ventas has secured exclusive rights to own and fund all LGM future
      developments under a pipeline agreement, which should provide
      long-term sustainable growth. New incremental developments are
      expected to average two to three new starts per year.
  • Diversification of Portfolio, Business Model and Operator Base

    • Ventas’s pro forma Canadian portfolio increases from 41 properties
      to 76 properties and the NOI contribution from Canadian assets is
      expected to grow to seven percent of Ventas’s NOI; NOI from the
      Company’s Canadian SHOP portfolio is expected to represent 21
      percent of its total SHOP NOI.
    • These new communities offer an outstanding lifestyle for seniors,
      with a la carte services, active adult options, and apartment-like
      units, resulting in longer length of stay. Demand for the top-tier
      amenities for an active senior lifestyle at the assets is strong.
    • With the transaction, LGM would become a top ten Ventas operator
      by NOI, and is expected to represent approximately 4 percent of
      Ventas’s pro forma NOI by year end 2019.
  • Positive Financial Impact

    • NOI from the 31 communities in 2020 is expected to range from
      C$123 to C$129 million (at 100 percent). The portfolio of 31
      assets is expected to deliver 4 percent compound annual growth
      rate in NOI over the next five years.
    • The transaction is expected to be neutral to 2019 normalized Funds
      from Operations (“FFO”) per share and accretive to 2020 normalized
      FFO by approximately $0.03 per share.

Approvals, Timing and Funding

The LGM transaction is expected to close in two phases. The first phase
– expected to close early in the third quarter of 2019 – includes a
C$987 million bridge loan from Ventas to LGM to enable it to buy out its
current private equity partner. The second phase, full investment and
partnership closing, is subject to the satisfaction of customary closing
conditions, including receipt of regulatory approvals, and is expected
to occur in the third quarter of 2019.

Advisors

As part of the LGM transaction, TD Securities is serving as exclusive
financial advisor, and Osler, Hoskin & Harcourt LLP is serving as legal
advisor, to Ventas. National Bank Financial Inc. is serving as exclusive
financial advisor, and McCarthy Tetrault LLP is serving as strategic and
legal advisor, to Le Groupe Maurice.

About Le Groupe Maurice

LGM is a market leader in design, development and management of
progressive residences for seniors in Quebec. Founded in 1998, LGM has a
portfolio of 35 communities, built and maintained to the highest
standard in the industry.

Ventas, an S&P 500 company, is a leading real estate investment trust.
Its diverse portfolio of approximately 1,200 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, university-based research and
innovation centers, inpatient rehabilitation and long-term acute care
facilities, and health systems. Through its Lillibridge
subsidiary, Ventas provides management, leasing, marketing, facility
development and advisory services to highly rated hospitals and health
systems throughout the United States.

This press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements regarding the Company’s or its tenants’, operators’,
borrowers’ or managers’ expected future financial condition, results of
operations, cash flows, funds from operations, dividends and dividend
plans, financing opportunities and plans, capital markets transactions,
business strategy, budgets, projected costs, operating metrics, capital
expenditures, competitive positions, acquisitions, investment
opportunities, dispositions, merger or acquisition integration, growth
opportunities, expected lease income, continued qualification as a real
estate investment trust (“REIT”), plans and objectives of management for
future operations and statements that include words such as
“anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,”
“may,” “could,” “should,” “will” and other similar expressions are
forward-looking statements. These forward-looking statements are
inherently uncertain, and actual results may differ from the Company’s
expectations. The Company does not undertake a duty to update these
forward-looking statements, which speak only as of the date on which
they are made.

The Company’s actual future results and trends may differ materially
from expectations depending on a variety of factors discussed in the
Company’s filings with the Securities and Exchange Commission. These
factors include without limitation: (a) the ability and willingness of
the Company’s tenants, operators, borrowers, managers and other third
parties to satisfy their obligations under their respective contractual
arrangements with the Company, including, in some cases, their
obligations to indemnify, defend and hold harmless the Company from and
against various claims, litigation and liabilities; (b) the ability of
the Company’s tenants, operators, borrowers and managers to maintain the
financial strength and liquidity necessary to satisfy their respective
obligations and liabilities to third parties, including without
limitation obligations under their existing credit facilities and other
indebtedness; (c) the Company’s success in implementing its business
strategy and the Company’s ability to identify, underwrite, finance,
consummate and integrate diversifying acquisitions and investments; (d)
the accuracy of estimates and assumptions that the Company used to
underwrite its acquisition of the interests in the partnership with LGM
and to determine the projected impact and benefits (including financial)
of the transaction, and the potential for the Company’s estimates or
assumptions, as well as the expected impact and benefits, to change as
additional information becomes available; (e) macroeconomic conditions
such as a disruption of or lack of access to the capital markets,
changes in the debt rating on U.S. government securities, default or
delay in payment by the United States of its obligations, and changes in
the federal or state budgets resulting in the reduction or nonpayment
of Medicare or Medicaid reimbursement rates; (f) the nature and extent
of future competition, including new construction in the markets in
which the Company’s seniors housing communities and office buildings are
located; (g) the extent and effect of future or pending healthcare
reform and regulation, including cost containment measures and changes
in reimbursement policies, procedures and rates; (h) increases in the
Company’s borrowing costs as a result of changes in interest rates and
other factors, including the potential phasing out of the London
Inter-bank Offered Rate after 2021; (i) the ability of the Company’s
tenants, operators and managers, as applicable, to comply with laws,
rules and regulations in the operation of the Company’s properties, to
deliver high-quality services, to attract and retain qualified personnel
and to attract residents and patients; (j) changes in general economic
conditions or economic conditions in the markets in which the Company
may, from time to time, compete, and the effect of those changes on the
Company’s revenues, earnings and funding sources; (k) the Company’s
ability to pay down, refinance, restructure or extend its indebtedness
as it becomes due; (l) the Company’s ability and willingness to maintain
its qualification as a REIT in light of economic, market, legal, tax and
other considerations; (m) final determination of the Company’s taxable
net income for the year ended December 31, 2018 and for the year
ending December 31, 2019; (n) the ability and willingness of the
Company’s tenants to renew their leases with the Company upon expiration
of the leases, the Company’s ability to reposition its properties on the
same or better terms in the event of nonrenewal or in the event the
Company exercises its right to replace an existing tenant, and
obligations, including indemnification obligations, the Company may
incur in connection with the replacement of an existing tenant; (o)
risks associated with the Company’s senior living operating portfolio,
such as factors that can cause volatility in the Company’s operating
income and earnings generated by those properties, including without
limitation national and regional economic conditions, development of new
competing properties, costs of food, materials, energy, labor and
services, employee benefit costs, insurance costs and professional and
general liability claims, and the timely delivery of accurate
property-level financial results for those properties; (p) changes in
exchange rates for any foreign currency in which the Company may, from
time to time, conduct business; (q) year-over-year changes in the
Consumer Price Index or the U.K. Retail Price Index and the effect of
those changes on the rent escalators contained in the Company’s leases
and the Company’s earnings; (r) the Company’s ability and the ability of
its tenants, operators, borrowers and managers to obtain and maintain
adequate property, liability and other insurance from reputable,
financially stable providers; (s) the impact of damage to the Company’s
properties for catastrophic weather and other natural events and the
physical effects of climate change; (t) the impact of increased
operating costs and uninsured professional liability claims on the
Company’s liquidity, financial condition and results of operations or
that of the Company’s tenants, operators, borrowers and managers, and
the ability of the Company and the Company’s tenants, operators,
borrowers and managers to accurately estimate the magnitude of those
claims; (u) risks associated with the Company’s office building
portfolio and operations, including the Company’s ability to
successfully design, develop and manage office buildings and to retain
key personnel; (v) the ability of the hospitals on or near whose
campuses the Company’s medical office buildings are located and their
affiliated health systems to remain competitive and financially viable
and to attract physicians and physician groups; (w) risks associated
with the Company’s investments in joint ventures and unconsolidated
entities, including its lack of sole decision-making authority and its
reliance on its joint venture partners’ financial condition; (x) the
Company’s ability to obtain the financial results expected from its
development and redevelopment projects; (y) the impact of market or
issuer events on the liquidity or value of the Company’s investments in
marketable securities; (z) consolidation in the seniors housing and
healthcare industries resulting in a change of control of, or a
competitor’s investment in, one or more of the Company’s tenants,
operators, borrowers or managers or significant changes in the senior
management of the Company’s tenants, operators, borrowers or managers;
(aa) the impact of litigation or any financial, accounting, legal or
regulatory issues that may affect the Company or its tenants, operators,
borrowers or managers; and (bb) changes in accounting principles, or
their application or interpretation, and the Company’s ability to make
estimates and the assumptions underlying the estimates, which could have
an effect on the Company’s earnings.

Contacts

Ventas, Inc.
Juan Sanabria
(877) 4-VENTAS


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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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