false000175419500017541952024-05-092024-05-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 9, 2024
___________________
TRULIEVE CANNABIS CORP.
(Exact Name of Registrant as specified in its charter)
___________________
British Columbia000-5624884-2231905
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
6749 Ben Bostic Road Quincy, FL
32351
(Address of principal executive offices)(Zip Code)
(850) 298-8866
(Registrant’s telephone number, including area code)
Not Applicable
(Registrant’s name or former address, if change since last report)
___________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
N/AN/AN/A
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. o



Item 2.02    Results of Operations and Financial Condition.
On May 9, 2024, Trulieve Cannabis Corp. (the “Company”) announced via press release its results for the first quarter ended March 31, 2024. A copy of the Company’s press release is hereby furnished to the Commission and incorporated herein by reference as Exhibit 99.1.
Item 7.01    Regulation FD Disclosure.
The Company from time to time presents at various industry and other conferences and provides summary business information. A copy of the slide presentation that will be used by representatives of the Company in connection with such presentations (the “Corporate Presentation”) is attached to this Current Report on Form 8-K as Exhibit 99.2. The Corporate Presentation is current as of May 9, 2024, and the Company disclaims any obligation to correct or update this material in the future.
Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits
Exhibit
No.
Description
99.1*
99.2*
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*The information in the press release attached as Exhibit 99.1 and the corporate presentation attached as Exhibit 99.2 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Trulieve Cannabis Corp.
By:/s/ Eric Powers
Name:Eric Powers
Title:Chief Legal Officer
Date: May 9, 2024

Exhibit 99.1 Trulieve Reports First Quarter 2024 Results Demonstrating Core Business Strength and Cash Generation • First quarter performance of $298 million in revenue, up 4% sequentially, and 58% gross margin • Strong cash flow from operations of $139 million and free cash flow of $124 million* in Q1 2024 • Definitive progress made on Smart and Safe Florida adult use initiative and federal rescheduling of cannabis to Schedule III Tallahassee, FL – May 9, 2024 – Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) (“Trulieve” or “the Company”), a leading and top-performing cannabis company in the U.S., today announced its results for the quarter ended March 31, 2024. Results are reported in U.S. dollars and in accordance with U.S. Generally Accepted Accounting Principles unless otherwise indicated. Numbers may not sum perfectly due to rounding. Q1 2024 Financial and Operational Highlights* • Revenue of $298 million increased 4% sequentially and year over year, with 96% of revenue from retail sales. Strong first quarter sales were driven by higher retail traffic and average basket size. • Achieved GAAP gross margin of 58%, with gross profit of $174 million. • Reported net loss of $23 million, an improvement of 31% sequentially and 64% year over year. Adjusted net loss of $10 million* excludes non-recurring charges, asset impairments, disposals and discontinued operations. • Achieved EBITDA of $85 million*, or 29% of revenue and adjusted EBITDA of $106 million*, or 36% of revenue, up 21% sequentially and 35% year over year. • Generated cash flow from operations of $139 million and free cash flow of $124 million*. • Cash at quarter end was $327 million, inclusive of $50 million in tax refunds, from amended returns, related to our tax challenge of 280E received during the first quarter. • Opened three new dispensaries in Cocoa Beach, Palm Bay, and Pinellas Park, Florida. • Ended the quarter with 31% of retail locations outside of the state of Florida. *See “Non-GAAP Financial Measures” below for additional information and a reconciliation to GAAP for all Non-GAAP metrics. Recent Developments • Smart & Safe Florida initiative for adult use will be included on the ballot for the November 2024 election. If passed by voters, sales are anticipated to begin in May 2025. • Department of Justice confirmed progress on federal rescheduling of cannabis to Schedule III, which would allow research and remove 280E tax burden. • Opened one retail location in North Palm Beach, FL. • Currently operate 196 retail dispensaries and over 4 million square feet of cultivation and processing capacity in the United States.


 
Management Commentary “With strong performance in our core business and several meaningful catalysts on the horizon, the outlook has never been brighter,” said Kim Rivers, Trulieve CEO. “The team has done a phenomenal job carrying forward the momentum from last year, driving further improvements in production and retail. Given our financial performance and significant scale in key markets, Trulieve is best positioned for the coming wave of growth catalysts.” Financial Highlights* Results of Operations For the Three Months Ended (Figures in millions except per share data and % change based on these figures) March 31, 2024 March 31, 2023 change December 31, 2023 change Revenue $ 298 $ 285 4% $ 287 4% Gross Profit $ 174 $ 150 16% $ 154 13% Gross Margin % 58% 53% 54% Operating Expenses $ 128 $ 133 (4%) $ 125 2% Operating Expenses % 43% 47% 43% Net loss** $ (23) $ (64) 64% $ (33) 31% Net loss continuing operations $ (23) $ (34) 32% $ (37) 36% Adjusted net loss $ (10) $ (18) 43% $ (23) 55% Basic and diluted shares outstanding 189 189 189 EPS continuing operations $ (0.16) $ (0.18) 9% $ (0.19) 17% Adjusted EPS $ (0.05) $ (0.09) 44% $ (0.12) 58% Adjusted EBITDA $ 106 $ 78 35% $ 88 21% Adjusted EBITDA Margin % 36% 27% 31% *See “Non-GAAP Financial Measures” below for additional information and a reconciliation to GAAP for all Non-GAAP metrics. **Net loss includes discontinued operations and non-controlling interest. Conference Call The Company will host a conference call and live audio webcast on May 9, 2024, at 8:30 A.M. Eastern time, to discuss its first quarter 2024 financial results. Interested parties can join the conference call by dialing in as directed below. Please dial in 15 minutes prior to the call. North American toll free: 1-844-824-3830 Passcode: 3368806 International: 1-412-542-4136 Passcode: 3368806 A live audio webcast of the conference call will be available at: Trulieve Cannabis Corp Q1 2024 Earnings A powerpoint presentation and archived replay of the webcast will be available at: https://investors.trulieve.com/events The Company’s Form 10-Q for the quarter ended March 31, 2024, will be available on the SEC’s website or at https://investors.trulieve.com/quarterly-results. The Company’s Management Discussion and Analysis for the period and the accompanying financial statements and notes will be available under the Company’s profile on SEDAR and on its website at https://investors.trulieve.com/quarterly- results. This news release is not in any way a substitute for reading those financial statements, including the notes to the financial statements.


 
Trulieve Cannabis Corp. Condensed Consolidated Balance Sheets (Unaudited) (in millions, except for share data) ASSETS Current Assets: Cash and cash equivalents $ 320.3 $ 201.4 Restricted cash 6.6 6.6 Accounts receivable, net 5.9 6.7 Inventories 209.4 213.1 Prepaid expenses 17.4 17.6 Other current assets 20.3 23.7 Notes receivable - current portion, net 4.4 6.2 Assets associated with discontinued operations 0.9 2.0 Total current assets 585.3 477.3 Property and equipment, net 672.1 676.4 Right of use assets - operating, net 97.2 95.9 Right of use assets - finance, net 58.0 58.5 Intangible assets, net 901.7 917.2 Goodwill 483.9 483.9 Notes receivable, net 6.3 7.4 Other assets 12.8 10.4 Long-term assets associated with discontinued operations 2.0 2.0 TOTAL ASSETS $ 2,819.3 $ 2,729.1 LIABILITIES Current Liabilities: Accounts payable and accrued liabilities $ 82.8 $ 83.2 Income tax payable 1.2 — Deferred revenue 2.1 1.3 Notes payable - current portion 3.8 3.8 Operating lease liabilities - current portion 10.5 10.1 Finance lease liabilities - current portion 7.8 7.6 Construction finance liabilities - current portion 1.6 1.5 Contingencies 4.4 4.4 Liabilities associated with discontinued operations 3.1 3.0 Total current liabilities 117.2 114.8 Long-Term Liabilities: Private placement notes, net 363.6 363.2 Notes payable, net 115.0 115.9 Operating lease liabilities 93.6 92.2 Finance lease liabilities 61.6 61.7 Construction finance liabilities 136.4 136.7 Deferred tax liabilities 217.0 207.0 Uncertain tax position liabilities 278.0 180.4 Other long-term liabilities 5.0 7.1 Long-term liabilities associated with discontinued operations 40.9 41.6 TOTAL LIABILITIES $ 1,428.3 $ 1,320.4 March 31, 2024 December 31, 2023


 
MEZZANINE EQUITY Redeemable non-controlling interest $ 7.7 $ — SHAREHOLDERS’ EQUITY Common stock, no par value; unlimited shares authorized. 187,253,410 and 186,235,818 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. $ — $ — Additional paid-in-capital 2,054.1 2,055.1 Accumulated deficit (663.7) (640.6) Non-controlling interest (7.0) (5.9) TOTAL SHAREHOLDERS’ EQUITY 1,383.3 1,408.6 TOTAL LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS' EQUITY $ 2,819.3 $ 2,729.1 March 31, 2024 December 31, 2023


 
Trulieve Cannabis Corp. Condensed Consolidated Statements of Operations (Unaudited) (in millions, except for share data) Three Months Ended March 31, 2024 2023 Revenue $ 297.6 $ 285.2 Cost of goods sold 123.8 135.0 Gross profit 173.8 150.2 Expenses: Sales and marketing 61.1 60.7 General and administrative 40.2 39.3 Depreciation and amortization 27.8 29.6 Impairment and disposal of long-lived assets, net of (recoveries) (1.4) 3.4 Total expenses 127.7 133.0 Income from operations 46.1 17.2 Other income (expense): Interest expense, net (14.7) (21.2) Interest income 3.3 1.1 Other (expense) income, net (2.7) 4.1 Total other expense, net (14.2) (16.0) Income before provision for income taxes 31.9 1.2 Provision for income taxes 55.4 35.5 Net loss from continuing operations (23.5) (34.3) Net loss from discontinued operations, net of tax benefit of zero and $(0.5), respectively (1.4) (31.3) Net loss (24.8) (65.6) Less: net loss attributable to non-controlling interest from continuing operations (1.4) (1.0) Less: net loss attributable to redeemable non-controlling interest from continuing operations (0.3) — Less: net loss attributable to non-controlling interest from discontinued operations — (0.5) Net loss attributable to common shareholders $ (23.1) $ (64.1) EPS Numerator Reconciliation Net loss attributable to common shareholders $ (23.1) $ (64.1) Net loss from discontinued operations 1.4 30.8 Adjustment of redeemable non-controlling interest to maximum redemption value (8.8) — Net loss from continuing operations available to common shareholders $ (30.6) $ (33.3) Net loss per share - Continuing operations: Basic and diluted $ (0.16) $ (0.18) Net loss per share - Discontinued operations: Basic and diluted $ (0.01) $ (0.16) Weighted average number of common shares used in computing net loss per share: Basic and diluted 189.5 188.9


 
Trulieve Cannabis Corp. Condensed Consolidated Statements of Cash Flows (Unaudited) (in millions) Cash flows from operating activities Net loss $ (24.8) $ (65.6) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 27.8 30.4 Depreciation included in cost of goods sold 13.5 13.6 Non-cash interest expense, net 0.4 1.4 Impairment and disposal of long-lived assets, net of recoveries (1.4) 31.0 Amortization of operating lease right of use assets 2.6 2.6 Accretion of construction finance liabilities 0.2 0.4 Share-based compensation 5.2 2.4 Proceeds received from insurance - inventory and business interruption 1.5 — Change in fair value of derivative liabilities - warrants — (0.3) Non-cash change in contingencies — (3.7) Allowance for credit losses 3.0 (0.2) Deferred income tax expense (benefit) 10.0 (7.9) Changes in operating assets and liabilities: Inventories 3.5 0.3 Accounts receivable 1.5 1.6 Prepaid expenses and other current assets 1.0 (1.8) Other assets (2.4) 1.9 Accounts payable and accrued liabilities 1.0 9.2 Income tax payable 2.7 (13.4) Other current liabilities — (5.4) Operating lease liabilities (2.2) (2.5) Deferred revenue 0.8 (4.5) Uncertain tax position liabilities 97.6 9.8 Other long-term liabilities (2.1) 1.2 Net cash provided by operating activities 139.2 0.4 Cash flows from investing activities Purchases of property and equipment (15.6) (13.7) Capitalized interest 0.1 (0.6) Purchases of internal use software (5.0) (2.0) Proceeds received from insurance recoveries on property and equipment 0.5 — Cash paid for licenses — (3.5) Proceeds from sales of long-lived assets — 0.3 Payments received from notes receivable 0.3 0.2 Proceeds from sale of held for sale assets 0.7 0.6 Net cash used in investing activities (19.0) (18.8) Cash flows from financing activities Proceeds from redemption of non-controlling interest 3.0 — Proceeds from equity exercises 0.2 — Payments on notes payable (0.9) (3.4) Payments on finance lease obligations (1.9) (2.0) Three Months Ended March 31, 2024 2023


 
Payments on construction finance liabilities (0.8) (0.3) Distributions to subsidiary non-controlling interest (1.1) (0.1) Net cash used in financing activities (1.6) (5.8) Net increase (decrease) in cash, cash equivalents, and restricted 118.6 (24.2) Cash, cash equivalents, and restricted cash, beginning of period 208.0 213.8 Cash and cash equivalents of discontinued operations, beginning of period 0.3 5.7 Less: cash and cash equivalents of discontinued operations, end of period — (2.5) Cash, cash equivalents, and restricted cash, end of period $ 326.9 $ 192.8 Three Months Ended March 31, 2024 2023 The consolidated statements of cash flows include continuing operations and discontinued operations for the periods presented.


 
Non-GAAP Financial Measures (Unaudited) In addition to our results determined in accordance with GAAP, we supplement our results with non-GAAP financial measures, including EBITDA, adjusted EBITDA, adjusted EBITDA margin %, adjusted net loss (income), adjusted net income (loss) per diluted share and free cash flow. The Company calculates EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization; adjusted EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization and also excludes certain extraordinary items; adjusted net income (loss) as net income (loss) less certain extraordinary items; and free cash flow as cash flow from operations less capital expenditures. Our management uses these non-GAAP financial measures in conjunction with GAAP financial measures to evaluate our operating results and financial performance. We believe these measures are useful to investors as they are widely used measures of performance and can facilitate comparison to other companies. These non- GAAP financial measures are not, and should not be considered as, measures of liquidity. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non- GAAP financial measures should be considered along with GAAP financial performance measures. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found below. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. Reconciliation of Non-GAAP EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin % (Unaudited) The following table presents a reconciliation of GAAP net loss to non-GAAP EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin %, for each of the periods presented: (Amounts expressed in millions of United States dollars) Three Months Ended March 31, 2024 March 31, 2023 December 31, 2023 Net loss attributable to common shareholders $ (23.1) $ (64.1) $ (33.4) Add (deduct) impact of: Interest expense, net $ 14.7 $ 21.2 $ 20.6 Interest income $ (3.3) $ (1.1) $ (1.8) Provision for income taxes $ 55.4 $ 35.5 $ 45.4 Depreciation and amortization $ 27.8 $ 29.6 $ 27.2 Depreciation included in cost of goods sold $ 13.5 $ 12.1 $ 14.5 EBITDA (Non-GAAP) $ 85.0 $ 33.2 $ 72.5 EBITDA Margin % (Non-GAAP) 29% 12% 25% Impairment and disposal of long-lived assets, net of (recoveries) $ (1.4) $ 3.4 $ 1.2 Legislative campaign contributions $ 9.2 $ 10.5 $ 0.5 Acquisition, transaction, and other non-recurring costs $ 3.7 $ 1.9 $ 10.7 Share-based compensation $ 5.2 $ 2.4 $ 3.2 Other expense (income), net $ 2.7 $ (4.1) $ (0.7) Discontinued operations, net of tax, attributable to common shareholders $ 1.4 $ 30.8 $ (1.8) Gain on debt extinguishment, net $ — $ — $ 2.2 Adjusted EBITDA (Non-GAAP) $ 105.8 $ 78.1 $ 87.8 Adjusted EBITDA Margin % (Non-GAAP) 36% 27% 31%


 
Reconciliation of Non-GAAP Adjusted Net Loss (Unaudited) The following table presents a reconciliation of GAAP net loss to non-GAAP adjusted net loss, for each of the periods presented: For the Three Months Ended (Amounts expressed in millions of United States dollars) March 31, 2024 March 31, 2023 December 31, 2023 Net loss attributable to common shareholders $ (23.1) $ (64.1) $ (33.4) Net loss (income) from discontinued operations $ 1.4 $ 30.8 $ (1.8) Adjustment of redeemable non-controlling interest to maximum redemption value $ (8.8) $ — $ — Net loss from continuing operations available to common shareholders $ (30.6) $ (33.3) $ (35.2) Add (deduct) impact of: Adjustment of redeemable non-controlling interest to maximum redemption value $ 8.8 $ — $ — Fair value of derivative liabilities - warrants $ — $ (0.3) $ — Acquisition, transaction, and other non-recurring costs $ 3.7 $ 1.9 $ 10.7 Legislative campaign contributions $ 9.2 $ 10.5 $ 0.5 Impairment and disposal of long-lived assets, net of (recoveries) $ (1.4) $ 3.4 $ 1.2 Adjusted net loss (Non-GAAP) $ (10.2) $ (17.7) $ (22.8) Reconciliation of Non-GAAP Adjusted Loss Per Share (Unaudited) The following table presents a reconciliation of GAAP loss per share to non-GAAP adjusted loss per share, for each of the periods presented: For the Three Months Ended (Amounts expressed are per share except for shares which are in millions) March 31, 2024 March 31, 2023 December 31, 2023 Net loss attributable to common shareholders $ (0.12) $ (0.34) $ (0.18) Net loss (income) from discontinued operations $ 0.01 $ 0.16 $ (0.01) Adjustment of redeemable non-controlling interest to maximum redemption value $ (0.05) $ — $ — Net loss from continuing operations available to common shareholders $ (0.16) $ (0.18) $ (0.19) Add (deduct) impact of: Adjustment of redeemable non-controlling interest to maximum redemption value $ 0.05 $ — $ — Fair value of derivative liabilities - warrants $ — $ 0.00 $ — Acquisition, transaction, and other non-recurring costs $ 0.02 $ 0.01 $ 0.06 Legislative campaign contributions $ 0.05 $ 0.06 $ 0.00 Impairment and disposal of long-lived assets, net of (recoveries) $ (0.01) $ 0.02 $ 0.01 Adjusted net loss per share (Non-GAAP) $ (0.05) $ (0.09) $ (0.12) Basic and diluted shares outstanding 189.5 188.9 189.0


 
Reconciliation of Non-GAAP Free Cash Flow (Unaudited) The following table presents a reconciliation of GAAP cash flow from operating activities to non-GAAP free cash flow, for each of the periods presented: For the Three Months Ended (Amounts expressed in millions of United States dollars) March 31, 2024 March 31, 2023 December 31, 2023 Cash flow from operating activities $ 139.2 $ 0.4 $ 131.5 Payments for property and equipment $ (15.6) $ (13.7) $ (9.4) Free cash flow $ 123.6 $ (13.3) $ 122.1 Forward-Looking Statements This news release includes forward-looking information and statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the Company’s expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding the Company’s growth opportunities and and the Company’s positioning for the future. Words such as “expects”, “continue”, “will”, “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the Company’s current projections and expectations about future events and financial trends that management believes might affect its financial condition, results of operations, business strategy and financial needs, and on certain assumptions and analysis made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including, without limitation, the risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and in our periodic reports subsequently filed with the United Sates Securities and Exchange Commission and in the Company’s filings on SEDAR at www.sedar.com. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof and, except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise. About Trulieve Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S., with leading market positions in Arizona, Florida, and Pennsylvania. Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com. Facebook: @Trulieve Instagram: @Trulieve_ X: @Trulieve


 
Investor Contact Christine Hersey, Vice President of Investor Relations +1 (424) 202-0210 Christine.Hersey@Trulieve.com Media Contact Phil Buck, APR, Corporate Communications Manager +1 (406) 370-6226 Philip.Buck@Trulieve.com


 
First Quarter 2024 Investor Presentation May 2024 CSE: TRUL OTCQX: TCNNF


 
www.trulieve.com 2 Forward Looking Statements and Industry Data Unless the context otherwise requires, the terms “Trulieve,” “we,” “us” and “our” in this presentation refer to Trulieve Cannabis Corp. and its subsidiaries. Certain statements in this presentation constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation (collectively herein referred to as “forward-looking statements”), which can often be identified by words such as “will”, “may”, “estimate”, “expect”, “plan”, “project”, “intend”, “anticipate” and other words indicating that the statements are forward-looking. These forward-looking statements relate to Trulieve’s expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding Trulieve’s 2024 objectives, financial targets, and its plans for potential acquisitions and expansion of the Company’s operations. Such forward-looking statements are expectations only and are subject to known and unknown risks, uncertainties and other important factors, including, but not limited to, risk factors included in this presentation, that could cause the Company’s actual results, performance or achievements or industry results to differ materially from any future results, performance or achievements implied by such forward-looking statements. Such risks and uncertainties include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing state, local or other licenses; engaging in activities which currently are illegal under United States federal law and the uncertainty of existing protection from United States federal or other prosecution; regulatory or political change such as changes in applicable laws and regulations, including United States state-law legalization, particularly in Florida, due to inconsistent public opinion, perception of the medical-use and adult-use cannabis industry, bureaucratic delays or inefficiencies or any other reasons; uncertainty regarding our tax liability and refunds under Section 280E of the US tax code; any other factors or developments which may hinder market growth; reliance on management; and the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Although it may voluntarily do so from time to time, the Company undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Unless otherwise noted, the forecasted industry and market data contained herein are based upon management estimates and industry and market publications and surveys. The information from industry and market publications has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. The Company has not independently verified any of the data from third-party sources, nor has the Company ascertained the underlying economic assumptions relied upon therein. While such information is believed to be reliable for the purposes used herein, the Company makes no representation or warranty with respect to the accuracy of such information. PLEASE NOTE: MARIJUANA IS ILLEGAL UNDER U.S. FEDERAL LAW, INCLUDING ITS CONSUMPTION, POSSESSION, CULTIVATION, DISTRIBUTION, MANUFACTURING, DISPENSING, AND POSSESSION WITH INTENT TO DISTRIBUTE. Forward-looking statements made in this document are made only as of the date of their initial publication, and the Company undertakes no obligation to publicly update any of these forward-looking statements as actual events unfold.


 
www.trulieve.com 3 Management’s Use of Non-GAAP Financial Measures In addition to our results determined in accordance with GAAP, we supplement our results with non-GAAP financial measures, including adjusted net income (loss), adjusted gross profit, adjusted gross profit margin, adjusted SG&A, adjusted SG&A as % revenue, adjusted earnings per share, EBITDA, adjusted EBITDA, and free cash flow. The Company calculates EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization; adjusted EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization and also excludes certain extraordinary items; adjusted net income (loss) as net income (loss) less certain extraordinary items; adjusted gross profit as gross profit less extraordinary expenses; adjusted gross margin as adjusted gross profit as % of revenue; adjusted SG&A as SG&A less extraordinary expenses; and free cash flow as cash flow from operations less capital expenditures. Our management uses these non-GAAP financial measures in conjunction with GAAP financial measures to evaluate our operating results and financial performance. We believe these measures are useful to investors as they are widely used measures of performance and can facilitate comparison to other companies. These non-GAAP financial measures are not and should not be considered as measures of liquidity. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, these non- GAAP financial measures should be considered along with GAAP financial performance measures. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found at the end of this presentation on the slides captioned “Reconciliation of Non-GAAP Financial Measures. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.


 
www.trulieve.com 4 Agenda • First Quarter 2024 Financial and Operational Highlights • Retail Highlights • Recent Developments • Tax Position • 2024 Objectives • Financial Targets • Financial Highlights


 
www.trulieve.com 5 First Quarter 2024 Financial and Operational Highlights* • Revenue $298 million, with 96% revenue from retail sales • GAAP gross profit of $174 million and 58% gross margin • Net loss of $23 million • Adjusted net loss of $10 million excludes non-recurring charges, asset impairments, disposals and discontinued operations • EBITDA of $85 million or 29% of revenue and Adjusted EBITDA of $106 million or 36% of revenue • Cash flow from operations of $139 million and free cash flow of $124 million • Cash as of March 31, 2024 of approximately $327 million • Opened three new dispensaries in Cocoa Beach, Palm Bay, and Pinellas Park, Florida * Adjusted net loss, EBITDA, adjusted EBITDA and free cash flow are non-GAAP financial measures. See slides 15-17 for reconciliation to GAAP for all non-GAAP financial measures. Numbers may not sum perfectly due to rounding.


 
www.trulieve.com 6 Retail Highlights • Retail revenue $285 million, up 4% sequentially • Traffic exceeded fourth quarter by 3% • Basket size was 3% higher than q4:23 average • Sold over 11 million branded products • Comparable to q4:23 and up 6% year/year • Customer retention 65% companywide and 74% medical only • Exited quarter with 31% of retail locations outside of the state of Florida


 
www.trulieve.com 7 Recent Developments • Smart & Safe Florida initiative for adult use will be included on the ballot for the November 2024 election • If passed by voters, sales are anticipated to begin in May 2025 • Department of Justice confirmed progress on federal rescheduling of cannabis to Schedule III, which would allow research and remove 280E tax burden • Opened one retail location in North Palm Beach, Florida • Currently operate 196 retail dispensaries and over 4 million square feet of cultivation and processing capacity in the United States


 
www.trulieve.com 8 Tax Position • In Q4 2023, Trulieve filed amended federal tax returns for 2019, 2020, and 2021 claiming $143 million of refunds and corresponding amended state returns claiming $31 million of refunds • Amended returns were supported by legal interpretations that challenge the tax liability under Section 280E of the Internal Revenue Code • Refund checks of approximately $113 million received to date of $174 million claimed • $62 million in Q4:23 and $50 million in Q1:24 • Received one rejection notice for return seeking $1.2 million refund • Trulieve continues to make tax payments as a customary U.S. taxpayer without tax payments associated with 280E of the tax code until final resolution is reached • While challenge is ongoing, taxes are swept into an uncertain tax position • Balance sheet includes amended return refund checks received, the amount of tax underpaid if 280E applied, and interest accrued • Balance sheet uncertain tax position was $278 million at March 31, 2024, with $247 million related to this tax challenge • If rescheduling were in effect for the first quarter, net income would have been positive without the incremental impact of 280E Numbers may not sum perfectly due to rounding.


 
www.trulieve.com 9 Tax Position • Uncertain Tax Position • $278 million at March 31, 2024 • $31 million unrelated to the challenge of the applicability of 280E to Trulieve • $247 million related to the challenge of the applicability of 280E to Trulieve • $62 million cash refunds received in Q4:2023 • $50 million cash refunds received in Q1:2024 • $49 million net Q3:2023 280E tax liability accrual • $40 million net Q4:2023 280E tax liability accrual • $46 million net Q1:2024 280E tax liability accrual • Not included in Uncertain Tax Position at March 31, 2024 • $60 million remaining refund claims from amended returns 2019-2021 (no guarantee of receipt) Numbers may not sum perfectly due to rounding.


 
www.trulieve.com 10 2024 Objectives Deliver Exceptional Customer Experiences and Build Brand Loyalty • Provide superb service, expedient transactions, and frictionless returns • Innovate across product and consumer categories Expand Distribution of Branded Products Through Branded Retail Locations • Invest in cornerstone markets: Florida, Pennsylvania, and Arizona • Expand retail and wholesale distribution networks Maintain disciplined approach to cash generation and preservation Invest in infrastructure, technology, and talent to support long term growth • Prepare for potential growth catalysts • Invest for cannabis 2.0 future


 
Financials


 
www.trulieve.com 12 Financial Targets Financial Targets: • Anticipate second quarter revenue will be flat to down low single digits compared to the first quarter • Strong 4/20 results balanced by seasonality in Arizona and deferred revenue impact from refreshed loyalty program • Anticipate gross margin will be at least in the mid-50s range for the remainder of the year • 2024 cash flow from operations of at least $225 million • Q1:2024 cash flow from operations of $139 million includes $50 million in cash tax refunds received in Q1:2024 • Note cash interest payments on private placement notes are paid in June and December • 2024 capital expenditures expected to be approximately $70 million Financial Position as of March 31, 2024: • $327 million in cash • $482 million of debt at 7.9% interest


 
www.trulieve.com 13 Financial Highlights* *Adjusted gross profit, adjusted gross profit margin, adjusted SG&A, adjusted SG&A as % revenue, adjusted net (loss) income, adjusted EPS, adjusted EBITDA and adjusted EBITDA Margin are Non-GAAP financial measures. See slides 15-17 for reconciliation to GAAP for all non-GAAP financial measures. **Includes discontinued operations. INCOME STATEMENT HIGHLIGHTS (USD millions, except per share data) Q1:24 Q4:23 Q3:23 Q2:23 Q1:23 Q4:22 Q3:22 Q2:22 Q1:22 2023 2022 Revenue 297.6 287.0 275.2 281.8 285.2 298.5 295.4 313.8 310.6 1,129.2 1,218.2 Gross Profit 173.8 153.9 142.9 141.6 150.2 157.1 168.7 183.4 179.9 588.6 689.1 Gross Margin 58.4 % 53.6 % 51.9 % 50.3 % 52.6 % 52.6 % 57.1 % 58.4 % 57.9 % 52.1 % 56.6 % Adjusted Gross Profit 173.8 153.9 143.1 143.4 150.2 161.1 172.5 183.2 184.6 590.6 701.4 Adjusted Gross Margin 58.4 % 53.6 % 52.0 % 50.9 % 52.7 % 54.0 % 58.4 % 58.4 % 59.5 % 52.3 % 57.6 % SG&A 101.3 96.3 93.9 96.0 100.0 122.8 111.9 107.5 104.9 386.2 447.0 SG&A as % Revenue 34.0 % 33.6 % 34.1 % 34.1 % 35.1 % 41.1 % 37.9 % 34.2 % 33.8 % 34.2 % 36.7 % Adjusted SG&A 86.6 83.7 84.6 81.1 86.7 96.0 90.4 90.5 93.5 336.1 370.4 Adjusted SG&A as % Revenue 29.1 % 29.2 % 30.7 % 28.8 % 30.4 % 32.2 % 30.6 % 28.8 % 30.1 % 29.8 % 30.4 % Depreciation and Amortization 27.8 27.2 27.0 26.1 29.6 29.8 29.5 29.4 27.8 109.8 116.4 Net (Loss) Income** (23.1) (33.4) (25.4) (403.8) (64.1) (77.0) (114.6) (22.5) (32.0) (526.8) (246.1) Net (Loss) Income Continuing Operations (23.5) (36.6) (22.9) (342.1) (34.3) (64.2) (72.6) (18.7) (27.0) (435.9) (182.6) Adjusted Net (Loss) Income (10.2) (22.8) (14.7) (14.6) (17.7) (34.0) 7.9 2.8 4.7 (69.8) (18.7) EPS** (0.17) (0.18) (0.13) (2.14) (0.34) (0.41) (0.61) (0.12) (0.17) (2.79) (1.31) EPS Continuing Operations (0.16) (0.19) (0.12) (1.80) (0.18) (0.33) (0.38) (0.09) (0.14) (2.28) (0.95) Adjusted EPS (0.05) (0.12) (0.08) (0.08) (0.09) (0.18) 0.04 0.01 0.03 (0.37) (0.10) Adjusted EBITDA 105.8 87.8 77.7 78.7 78.1 82.8 99.6 110.9 105.0 322.3 398.1 Adjusted EBITDA Margin 35.5 % 30.6 % 28.2 % 27.9 % 27.4 % 27.7 % 33.7 % 35.3 % 33.8 % 28.5 % 32.7 %


 
www.trulieve.com 14 Financial Highlights SHARE COUNT ESTIMATE Subordinate Voting Shares 164.0 Multiple Voting Shares* 0.2 Total Shares Outstanding 187.3 Employee Stock Options/RSUs 6.3 Pro Forma Estimated Shares 193.6 (millions as of March 31, 2024 on as if converted basis) *converted at 100 subordinate shares per 1 multiple voting share excludes 1.76 million unexercisable options excludes 4.77 million nonvested RSUs


 
www.trulieve.com 15 Reconciliation of Non-GAAP Financial Measures Net loss attributable to common shareholders $ (23.1) $ (64.1) $ (33.4) Add (deduct) impact of: Interest expense, net $ 14.7 $ 21.2 $ 20.6 Interest income $ (3.3) $ (1.1) $ (1.8) Provision for income taxes $ 55.4 $ 35.5 $ 45.4 Depreciation and amortization $ 27.8 $ 29.6 $ 27.2 Depreciation included in cost of goods sold $ 13.5 $ 12.1 $ 14.5 EBITDA (Non-GAAP) $ 85.0 $ 33.2 $ 72.5 EBITDA Margin % (Non-GAAP) 29 % 12 % 25 % Impairment and disposal of long-lived assets, net of (recoveries) $ (1.4) $ 3.4 $ 1.2 Legislative campaign contributions $ 9.2 $ 10.5 $ 0.5 Acquisition, transaction, and other non-recurring costs $ 3.7 $ 1.9 $ 10.7 Share-based compensation $ 5.2 $ 2.4 $ 3.2 Other expense (income), net $ 2.7 $ (4.1) $ (0.7) Discontinued operations, net of tax, attributable to common shareholders $ 1.4 $ 30.8 $ (1.8) Gain on debt extinguishment, net $ — $ — $ 2.2 Adjusted EBITDA (Non-GAAP) $ 105.8 $ 78.1 $ 87.8 Adjusted EBITDA Margin % (Non-GAAP) 36 % 27 % 31 % (Amounts expressed in millions of United States dollars; unaudited) March 31, 2024 March 31, 2023 December 31, 2023 For the Three Months Ended


 
www.trulieve.com 16 Reconciliation of Non-GAAP Financial Measures Net loss attributable to common shareholders $ (23.1) $ (64.1) $ (33.4) Net loss (income) from discontinued operations $ 1.4 $ 30.8 $ (1.8) Adjustment of redeemable non-controlling interest to maximum redemption value $ (8.8) $ — $ — Net loss from continuing operations available to common shareholders $ (30.6) $ (33.3) $ (35.2) Add (deduct) impact of: Adjustment of redeemable non-controlling interest to maximum redemption value $ 8.8 $ — $ — Fair value of derivative liabilities - warrants $ — $ (0.3) $ — Acquisition, transaction, and other non-recurring costs $ 3.7 $ 1.9 $ 10.7 Legislative campaign contributions $ 9.2 $ 10.5 $ 0.5 Impairment and disposal of long-lived assets, net of (recoveries) $ (1.4) $ 3.4 $ 1.2 Adjusted net loss (Non-GAAP) $ (10.2) $ (17.7) $ (22.8) Net loss attributable to common shareholders $ (0.12) $ (0.34) $ (0.18) Net loss (income) from discontinued operations $ 0.01 $ 0.16 $ (0.01) Adjustment of redeemable non-controlling interest to maximum redemption value $ (0.05) $ — $ — Net loss from continuing operations available to common shareholders $ (0.16) $ (0.18) $ (0.19) Add (deduct) impact of: Adjustment of redeemable non-controlling interest to maximum redemption value $ 0.05 $ — $ — Fair value of derivative liabilities - warrants $ — $ (0.00) $ — Acquisition, transaction, and other non-recurring costs $ 0.02 $ 0.01 $ 0.06 Legislative campaign contributions $ 0.05 $ 0.06 $ 0.00 Impairment and disposal of long-lived assets, net of (recoveries) $ (0.01) $ 0.02 $ 0.01 Adjusted net loss per share (Non-GAAP) $ (0.05) $ (0.09) $ (0.12) Basic and diluted shares outstanding 189.5 188.9 189.0 (Amounts expressed are per share except for shares which are in millions; unaudited) March 31, 2024 March 31, 2023 December 31, 2023 December 31, 2023 March 31, 2023 For the Three Months Ended (Amounts expressed in millions of United States dollars; unaudited) For the Three Months Ended March 31, 2024


 
www.trulieve.com 17 Reconciliation of Non-GAAP Financial Measures Cash flow from operating activities $ 139.2 $ 0.4 $ 131.5 Payments for property and equipment $ (15.6) $ (13.7) $ (9.4) Free cash flow $ 123.6 $ (13.3) $ 122.1 (Amounts expressed in millions of United States dollars; unaudited) March 31, 2024 For the Three Months Ended March 31, 2023 December 31, 2023


 
www.trulieve.com 18 House of Brands Trulieve Brands VA LU E M ID P RE M IU M Partner Brands


 
THANK YOU CSE: TRUL OTCQX: TCNNF @Trulieve/@Trulieve_IR ir@trulieve.com


 
v3.24.1.u1
Document and Entity Information
May 09, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 09, 2024
Entity Registrant Name TRULIEVE CANNABIS CORP.
Entity Incorporation, State or Country Code A1
Entity File Number 000-56248
Entity Tax Identification Number 84-2231905
Entity Address, Address Line One 6749 Ben Bostic Road
Entity Address, City or Town Quincy
Entity Address, State or Province FL
Entity Address, Postal Zip Code 32351
City Area Code 850
Local Phone Number 298-8866
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001754195
Amendment Flag false

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