NEW YORK, June 25, 2020 (GLOBE NEWSWIRE) — Acreage Holdings, Inc. (“Acreage”) (CSE: ACRG.U) (OTCQX: ACRGF) (FSE: 0VZ) at present reported monetary outcomes for the primary quarter of 2020.

FIRST QUARTER FINANCIAL HIGHLIGHTS (UNAUDITED)

  • First quarter reported income was $24.2 million, an 88% enhance in comparison with the identical interval in 2019, and a 15% enhance in comparison with the fourth quarter of 2019.
  • Pro forma income* was $37.6 million, a 65% enhance in comparison with the identical interval in 2019, and a 17% enhance in comparison with the fourth quarter of 2019.
  • Gross margin was 41.1%, a 10 foundation level lower versus the identical interval in 2019, and a 400 foundation level enhance in comparison with the fourth quarter of 2019.
  • Recorded a one-time, non-cash pre-tax cost of $196.Zero million, or $164.7 million after taxes, which was related to Acreage’s beforehand introduced technique to refocus its operations in sure states.  This cost was greater than beforehand guided due primarily to impairments based mostly on present honest market worth in sure states and the write down for its providers settlement in Maine, which weren’t initially contemplated.
  • Net loss attributable to Acreage was $172 million, whereas adjusted internet revenue* attributable to Acreage was $14.7 million.
  • Pro forma adjusted EBITDA* was a lack of $11.1 million.

*Pro forma income, adjusted internet loss and professional forma adjusted EBITDA are non-GAAP measures. Please see dialogue and reconciliation of non-GAAP measures under.

“With the COVID-19 pandemic affecting millions across the U.S., the cannabis industry was faced with yet another significant challenge. Our dispensary and processing and cultivation associates quickly adapted to these changing dynamics ensuring our patients and customers in need were still served with dignity and respect, while maintaining a safe environment for everyone. Additionally, I am pleased with the reacceleration of our reported and pro forma revenue as our wholesale business continues to ramp and our dispensaries continue to mature,” mentioned Bill Van Faasen, interim Chief Executive Officer of Acreage.

EARNINGS CALL DETAILS

Acreage will host a convention name with administration on Friday, June 26th at 8:30 A.M. Eastern Daylight Time. The name shall be webcast and could be accessed at investors.acreageholdings.com. To take heed to the reside name, please go to the web site a minimum of 15 minutes early to register, obtain and set up any obligatory audio software program.

ABOUT ACREAGE HOLDINGS, INC.

Headquartered in New York City, Acreage is a vertically built-in, multi-state operator of hashish licenses and belongings within the U.S. Acreage is devoted to constructing and scaling operations to create a seamless, consumer-focused branded hashish expertise. Acreage debuted its nationwide retail retailer model, The Botanist in 2018 and its award-winning client manufacturers, The Botanist and Live Resin Project in 2019.

On June 27, 2019 Acreage applied an association beneath part 288 of the Business Corporations Act (British Columbia) (the “Current Arrangement”) with Canopy Growth Corporation (“Canopy Growth”) pursuant to an association settlement dated April 18, 2019, as amended on May 15, 2019 (the “Arrangement Agreement”).  On June 23, 2020, Canopy Growth and Acreage entered into an settlement (the “Proposal Agreement”) proposing to amend sure the phrases of the Current Arrangement and the Arrangement Agreement (collectively, the “New Arrangement”).  Pursuant to the Current Arrangement, Canopy Growth has an possibility to amass all the issued and excellent shares within the capital of Acreage, with a requirement to take action, upon a change in federal legal guidelines within the United States to allow the overall cultivation, distribution and possession of marijuana (as outlined within the related laws) or to take away the regulation of such actions from the federal legal guidelines of the United States (the “Triggering Event”), topic to the satisfaction of the circumstances set out within the Arrangement Agreement.   Pursuant to the Current Arrangement, upon the incidence or waiver of the Triggering Event, Canopy Growth will, topic to the satisfaction or waiver of sure circumstances to closing set out within the Arrangement Agreement, purchase (the “Acquisition”) every of Acreage’s class A subordinate voting shares (the “Subordinate Voting Shares”) (following the automated conversion of the Class B proportionate voting shares (“Proportionate Voting Shares”) and Class C a number of voting shares of Acreage into Subordinate Voting Shares) in change for the cost of 0.5818 of a typical share of Canopy Growth per Subordinate Voting Share (topic to adjustment in accordance with the phrases of the Arrangement Agreement), till such time as amended in accordance with the New Arrangement.  If the New Arrangement is consummated, amongst different issues, the Subordinate Voting Shares shall be exchanged for 0.7 of a Class E subordinate voting share (every entire share being a “Fixed Share”) and 0.Three of a Class D subordinate voting share (every entire share being a “Floating Share”) and the Proportionate Voting Shares shall be exchanged for 28 Fixed Shares and 12 Floating Shares.  In addition to numerous amendments to the covenants and restrictions contained within the Arrangement Agreement, the New Arrangement will present Canopy Growth with (i) an possibility to amass all the issued and excellent Fixed Shares in change for 0.3048 of a typical share of Canopy Growth (every entire share, a “Canopy Growth Share”) per Fixed Share, with a requirement to take action, upon a Triggering Event, topic to the satisfaction of the circumstances set out in Arrangement Agreement (as amended by the New Arrangement), and (ii) an possibility, exercisable in Canopy Growth discretion, to amass the excellent Floating Shares on the time that it acquires the Fixed Shares, for money or Canopy Growth Shares, as Canopy Growth could decide, at a value based mostly upon the 30-day volume-weighted common buying and selling value of the Floating Shares on the Canadian Securities Exchange relative to the buying and selling value of the Canopy Growth Shares on the New York Stock Exchange at the moment, topic to a minimal of US$6.41 per Floating Share.

For extra details about the Current Arrangement and the Acquisition please see the respective info circulars of every of Acreage and Canopy Growth dated May 17, 2019, which can be found on Canopy Growth’s and Acreage’s respective profiles on SEDAR at www.sedar.com. For extra details about the New Arrangement, please see Acreage’s press launch dated June 25, 2020 and the following public filings which may be made by Acreage now and again in respect thereof, which can be found beneath Acreage’s profile on SEDAR at www.sedar.com.  For further info concerning Canopy Growth, please see Canopy Growth’s profile on SEDAR at www.sedar.com.

*NON-GAAP MEASURES, RECONCILIATION AND DISCUSSION (UNAUDITED)

This launch incorporates tables that reconcile our outcomes of operations reported in accordance with accounting rules typically accepted within the United States of America (“GAAP”) to adjusted outcomes that exclude the impression of sure objects recognized as affecting comparability (non-GAAP). We use EBITDA, adjusted EBITDA, adjusted internet loss attributable to Acreage, managed outcomes of operations, and professional forma outcomes of operations, amongst different measures, to guage our precise working efficiency and for planning and forecasting future durations. We imagine the adjusted outcomes offered present related and helpful info for traders as a result of they make clear our precise working efficiency, make it simpler to check our outcomes with these of different firms and permit traders to evaluate efficiency in the identical means as our administration. Since these measures are usually not calculated in accordance with GAAP, they shouldn’t be thought of in isolation of, or as an alternative to, our reported outcomes as indicators of our efficiency, and so they is probably not similar to equally named measures from different firms. The tables under reconcile our outcomes of operations in accordance with GAAP to the adjusted outcomes talked about above:

Pro forma Bridge
QTD
US$ (1000’s) Q1’20 Q1’19
Reported Revenue $ 24,225 $ 12,897
Revenue from Entities beneath Management or Consulting Agreements*
New England 4,656 4,206
Mid-Atlantic 3,473 1,562
Midwest 4,039 1,367
West 1,214 614
Managed Revenue* $ 37,607 $ 20,646
Pro forma Adjustments*
New England 932
Mid-Atlantic
Midwest 670
West 580
Pro forma Revenue* $ 37,607 $ 22,828
Reconciliation of GAAP to Non-GAAP Measures
US$ (1000’s, besides per share quantities) Q1’20 Q1’19
Net loss (GAAP) $ (222,229) $ (30,804)
Income tax (profit) expense (28,572) 2,222
Interest revenue, internet (42) (61)
Depreciation and amortization 2,067 908
EBITDA (non-GAAP)* $ (249,155) $ (28,286)
Adjusting objects:
Income from investments, internet (234) (2,727)
Loss on impairment of intangible belongings 187,775
Loss on notes receivable 8,161
Equity-based compensation expense – Plan 19,290 18,881
Equity-based compensation expense – different 15,447 96
Other non-recurring bills 6,310 1,937
Adjusted EBITDA (non-GAAP)* $ (12,406) $ (10,099)
Pro forma Bridge
QTD
US$ (1000’s) Q1’20 Q1’19
Adjusted EBITDA* $ (12,406 ) $ (10,099)
Managed/Pro forma Adjustments*
New England 885 1,402
Mid-Atlantic 1,490 517
Midwest (57) (803)
West (98) (2,257)
Pro forma Adjusted EBITDA* $ (11,075) $ (11,240)

Due to the Company’s transition from IFRS to U.S. GAAP, sure bills associated to leased belongings previously categorized as depreciation and curiosity expense at the moment are included in EBITDA as a normal and administrative expense. The Company’s lease bills related to non-finance leases have been $2,337 and $1,141 in Q1’20 and Q1’19, respectively.

Reconciliation of GAAP to Non-GAAP Measures
US$ (1000’s, besides per share quantities) Q1’20 Q1’19
Net loss attributable to Acreage Holdings, Inc. (GAAP) $ (171,954) $ (23,377)
Net loss per share attributable to Acreage Holdings, Inc. (GAAP) $ (1.85) $ (0.29)
Adjusting objects:(1)
Income from investments, internet $ (185) $ (2,028)
Loss on impairment of intangible belongings 148,061
Loss on notes receivable 6,435
Equity-based compensation expense – Plan 15,210 14,042
Equity-based compensation expense – different 12,180 71
Other non-recurring bills 4,975 1,441
Total changes $ 186,676 $ 13,526
Adjusted internet revenue (loss) attributable to Acreage Holdings, Inc. (non-GAAP)* $ 14,722 $ (9,851)
Adjusted internet earnings (loss) per share attributable to Acreage Holdings, Inc. (non-GAAP)* $ 0.16 $ (0.12)
Weighted common shares excellent – fundamental and diluted 92,902 79,440
Weighted common NCI possession % 21.15 % 25.63 %

(1) Adjusting objects have been diminished by the respective non-controlling curiosity share for the interval.

Managed outcomes of operations are GAAP reported outcomes plus the outcomes of all entities for which we offer operational help to by means of administration or consulting providers or different agreements. Such entities function independently and Acreage has no management over their operations. We don’t consolidate income from these entities as a consequence of lack of management.

Pro forma outcomes of operations are managed outcomes, plus the pre-acquisition outcomes for all acquired entities from the start of the relevant interval offered by means of the date previous to the acquisition date.

FORWARD LOOKING STATEMENTS

This information launch and every of the paperwork referred to herein incorporates “forward-looking information” throughout the that means of relevant Canadian and United States securities laws. All statements, aside from statements of historic truth, included herein are forward-looking info, together with, for larger certainty, statements concerning the proposed transaction with Canopy Growth, together with the anticipated advantages and probability of completion thereof.

Such dangers and different components could embody, however are usually not restricted to: the longer term implications to the enterprise, monetary outcomes and efficiency of the Company arising, instantly or not directly, from COVID-19; the flexibility of Acreage and Canopy Growth to obtain, in a well timed method and on passable phrases, the required regulatory, court docket and shareholders approvals referring to the New Arrangement; the flexibility of the events to fulfill, in a well timed method, the opposite circumstances to the completion of the New Arrangement; different expectations and assumptions in regards to the transactions contemplated within the New Arrangement; the anticipated advantages of the New Arrangement; the incidence or waiver of the Triggering Event,  the flexibility of Acreage to meets its efficiency targets and monetary thresholds agreed upon with Canopy Growth as a part of the New Arrangement, together with these which can be circumstances to closing the New Arrangement; the probability of the Triggering Event being glad or waived by the surface date; within the occasion the New Agreement will not be adopted, the probability of finishing the Acquisition on the present phrases; within the occasion that the New Agreement is adopted, the probability of Canopy Growth finishing the acquisition of the Fixed Shares and/or Floating Shares; dangers associated to the flexibility to financing Acreage’s enterprise and fund its obligations with out finishing the Current Arrangement; different expectations and assumptions in regards to the transactions contemplated between Canopy Growth and Acreage; the out there funds of Acreage and the anticipated use of such funds; the provision of financing alternatives for Acreage and the dangers related to the completion thereof; regulatory and licensing dangers; modifications on the whole financial, enterprise and political circumstances, together with modifications within the monetary and inventory markets; dangers associated to infectious ailments, together with the impacts of the novel coronavirus; authorized and regulatory dangers inherent within the hashish business; dangers related to financial circumstances, dependence on administration and forex danger; dangers referring to U.S. regulatory panorama and enforcement associated to hashish, together with political dangers; dangers referring to anti-money laundering legal guidelines and regulation; different governmental and environmental regulation; public opinion and notion of the hashish business; dangers associated to contracts with third-party service suppliers; dangers associated to the enforceability of contracts and  lack of entry to U.S. chapter protections; reliance on the experience and judgment of senior administration of Acreage; dangers associated to proprietary mental property and potential infringement by third events; the concentrated voting management of Acreage’s founder and the unpredictability brought on by Acreage’s capital construction; dangers referring to the administration of progress; rising competitors within the business; dangers inherent in an agricultural enterprise; dangers referring to vitality prices; dangers related to hashish merchandise manufactured for human consumption together with potential product recollects; reliance on key inputs, suppliers and expert labor; cybersecurity dangers; skill and constraints on advertising and marketing merchandise; fraudulent exercise by staff, contractors and consultants; tax and insurance coverage associated dangers; dangers associated to the economic system typically; danger of litigation; conflicts of curiosity; dangers referring to sure cures being restricted and the problem of enforcement judgments and effecting service outdoors of Canada; dangers associated to future acquisitions or tendencies; gross sales by present shareholders; and restricted analysis and information referring to hashish. An outline of further assumptions used to develop such forward-looking info and an outline of further danger components which will trigger precise outcomes to vary materially from forward-looking info could be present in Acreage’s disclosure paperwork, together with Acreage’s administration info round dated May 17, 2019 filed on May 23, 2019 and Acreage’s Annual Report on Form 10-Okay for the yr ended December 31, 2019 filed on May 29, 2020, on the EDGAR web site at www.sec.gov. Although Acreage has tried to determine necessary components that would trigger precise outcomes to vary materially from these contained in forward-looking info, there could also be different components that trigger outcomes to not be as anticipated, estimated or supposed. Readers are cautioned that the foregoing listing of things will not be exhaustive. Readers are additional cautioned to not place undue reliance on forward-looking info as there could be no assurance that the plans, intentions or expectations upon which they’re positioned will happen. Forward-looking info contained on this information launch is expressly certified by this cautionary assertion. The forward-looking info contained on this information launch represents the expectations of Acreage as of the date of this information launch and, accordingly, is topic to vary after such date. However, Acreage expressly disclaims any intention or obligation to replace or revise any forward-looking info, whether or not on account of new info, future occasions or in any other case, besides as expressly required by relevant securities regulation.

Neither the Canadian Securities Exchange nor its Regulation Service Provider has reviewed and doesn’t settle for duty for the adequacy or accuracy of the content material of this information launch.

Media Contact: Investor Contact:
Howard Schacter Steve West
Vice President of Communications Vice President, Investor Relations
[email protected] [email protected]
646-600-9181 646-600-9181



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