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Curaleaf Reports Fourth Quarter and Fiscal Year End 2021 Results

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·32-min read
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- Record fiscal year 2021 revenue and Adjusted EBITDA(1) of $1.2 billion and $298 million, representing an increase of 93% and 107%, respectively

- Fourth quarter 2021 Revenue and Adjusted EBITDA of $320 million and $80 million, representing an increase of 39% and 48% year-over-year, respectively

WAKEFIELD, Mass., March 3, 2022 /PRNewswire/ -- Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, today reported its financial and operating results for the fourth quarter and year ended December 31, 2021. All financial information is provided in U.S. dollars unless otherwise indicated.

Fourth Quarter and FY 2021 Financial Highlights (Unaudited)

($ thousands, except per share amounts)


Q4 2021


Q4 2020
(As Restated)

% yoy
Change


FY 2021


FY 2020
(As Restated)

% yoy
Change

Total Revenue


$320,011


$230,253

39%


$1,209,661


$626,637

93%

Gross profit before impact of biological assets


159,437


110,595

44%


588,051


315,489

86%

Gross profit on cannabis sales(1)(2)


158,809


109,625

45%


585,734


275,071

113%

Gross margin on cannabis sales(1)(2)


49.7%


47.8%



48.5%


46.9%


Adjusted EBITDA(1)(2)


79,675


53,784

48%


298,037


144,080

107%

Net loss attributable to Curaleaf Holdings Inc.


(27,543)


(37,067)



(101,731)


(57,161)


Net loss per share – basic and diluted


($0.04)


($0.06)



($0.15)


($0.10)




(1)

Represents a Non-IFRS financial measure or Non-IFRS ratio without a standardized definition under IFRS, which may not be comparable to similar measures used by other issuers.

(2)

See "Non-IFRS Financial and Performance Measures" below for definitions and more information regarding Curaleaf's use of Non-IFRS financial measures and Non-IFRS ratios. See the sections entitled "Gross Profit on Cannabis Sales" and "Adjusted EBITDA" below (pgs. 3-7) for reconciliations of Non-IFRS measures to the most directly comparable IFRS measures.

(3)

Cannabis sales excludes Management Fee Income. Gross profit and gross margin on cannabis sales both exclude the impact of biological assets.

Earnings Call: Thursday, March 3, 2022, at 5:00 P.M. ET
Conference ID # is 1618049
Replay ID # is 4919700

U.S. Live Call: +1-888-317-6003
International Live Call (Toll): +1-412-317-6061
Canada Live Call: +1-866-284-3684

U.S. Replay: +1-877-344-7529
International Replay (Toll): +1-412-317-0088
Canada Replay: +1-855-669-9658

A webcast of the call can be accessed on the investor relations section of the Curaleaf website at ir.curaleaf.com
The teleconference will be available for replay starting at approximately 7:00 P.M. ET on March 3, 2022, and will end at 7:00 P.M. ET on March 10, 2022

Boris Jordan, Executive Chairman of Curaleaf, commented, "2021 was another exceptional year for Curaleaf. We reached a significant milestone by generating over 90% revenue growth and exceeding $1.2 billion of total revenue for the first time. We continued to deliver gross and Adjusted EBITDA margin expansion and ended the year with one of the strongest balance sheets in the industry to support our ongoing growth strategies. In addition, we announced strategic acquisitions that have strengthened our ability to continue gaining share in key U.S. markets as well as internationally. Looking to 2022, we remain focused on executing our plan for strong, above market revenue growth and margin accretion, and believe we are incredibly well positioned to benefit from significant near-term catalysts such as the anticipated launch of New Jersey's adult use market."

Joe Bayern, Chief Executive Officer of Curaleaf, stated, "In 2021, we made significant progress strengthening all areas of our business including growing our retail and wholesale distribution, introducing new products, expanding our cultivation and production capacity, and entering new markets such as Europe. I believe our focus and strong execution in 2021 set us up extraordinarily well for the significant growth opportunities that lie ahead in 2022 and beyond. I am incredibly proud of the hard work and dedication of all our team members who have made our continued success possible. I believe Curaleaf is better positioned than ever to capitalize on the massive and growing cannabis opportunity."

Fourth Quarter 2021 Operating Highlights

  • Added eight new retail dispensaries including five in Florida, two in Colorado, and one in Arizona.

  • Entered into a definitive agreement to acquire Tryke Companies, a vertically integrated MSO in Nevada, Arizona, and Utah.

  • Entered into a definitive agreement to acquire Natural Remedy Patient Center, LLC, a Safford, Arizona dispensary.

  • Entered into a definitive agreement to acquire Bloom Dispensaries, a single state operator in Arizona.

  • Completed the offering of $475 million aggregate principal amount of 8.0% Senior Secured Notes due 2026 and retired all prior indebtedness, increasing liquidity and materially reducing the average interest rate on the Company's outstanding debt.

  • Signed a national distribution agreement with Southern Glazer's Wine & Spirits to bring Curaleaf's Hemp and Select CBD product lines into Southern Glazer's distribution network.

Full Year 2021 Operating Highlights

  • Significantly expanded retail, wholesale, and cultivation operations through organic growth and strategic acquisitions.

  • Significant focus on R&D activities drove the introduction of 147 new products in our markets, with approximately 11% of full year 2021 revenue generated by new products launched in the last 12 months.

  • Entered the European market through the successful acquisition of EMMAC Life Sciences Group and subsequently rebranded to Curaleaf International.

  • Completed the acquisition of Los Sueños Farms, the largest outdoor grow in Colorado.

Post Fourth Quarter 2021 Highlights

  • Completed the acquisition of Bloom Dispensaries adding four retail locations and two cultivation and processing facilities totaling 63,500 square feet in Arizona.

  • Continued to organically expand our retail footprint, opening two additional dispensaries in Florida and three in Pennsylvania. As of March 3, 2022, Curaleaf retail operations totaled 126 nationwide.

Financial Results for the Fourth Quarter Ended December 31, 2021


Revenue (Unaudited)

($ thousands)



Q4 2021


Q3 2021


Q4 2020

Retail revenue


$225,592


$224,543


$164,932

Wholesale revenue


93,791


92,041


64,351

Management fee income


628


541


970

Total Revenue


$320,011


$317,125


$230,253

Total revenue was a record $320 million for the fourth quarter of 2021, an increase of 1% from $317 million in the third quarter of 2021 and 39% from $230 million in the fourth quarter of 2020. The Company's year-over-year revenue growth primarily reflects continued organic growth driven by new retail store openings, the addition of new wholesale partner accounts, product launches, and the expansion of cultivation and production facilities.

Retail revenue was $226 million, compared with $225 million in the third quarter of 2021, and up 37% from $165 million in the fourth quarter of 2020. Retail revenue represented 71% of total revenue. Curaleaf's year-over-year retail revenue growth was supported by 21 new stores added in 2021.

Wholesale revenue was $94 million, an increase of 2% from the third quarter of 2021 and 46% year-over-year and represented 29% of total revenue. Wholesale revenue growth was supported by the addition of new wholesale partner accounts, which increased by more than 90% from year-end 2020 to approximately 2,300 total accounts.

Gross Profit on Cannabis Sales (Unaudited)

($ thousands)



Q4 2021


Q3 2021


Q4 2020

Retail and wholesale revenue


$319,383


$316,584


$229,283

Cost of goods sold


160,574


172,216


119,658

Gross profit on cannabis sales (1)


158,809


144,368


109,625

Gross margin on cannabis sales (1)


49.7%


45.6%


47.8%

Management fee income(2)


628


541


970

Gross profit before impact of biological assets


$159,437


$144,909


$110,595



(1)

Represents a non-IFRS measure or Non-IFRS ratio. See "Non-IFRS Financial and Performance Measures" below for definitions and more information regarding Curaleaf's use of Non-IFRS financial measures and Non-IFRS ratios.

(2)

Management fee income is added to Gross Profit on Cannabis Sales to obtain Gross profit before impact of biological assets, the most comparable IFRS measure.

Gross profit on cannabis sales was $159 million for the fourth quarter of 2021, an increase of 10% from $144 million in the third quarter of 2021 and 45% from $110 million in the fourth quarter of 2020. Gross profit margin was 49.7%, an increase of approximately 410 basis points from the prior quarter and 190 basis points from the fourth quarter of 2020. The increase in gross margin reflects continued efficiency in the Company's cultivation and processing facilities and improving economies of scale. In addition, the sequential increase in gross margin partially reflects a loss on inventory related to the Eureka, California facility divestiture and the write down of certain other inventory in the third quarter of 2021, which did not recur.

Net Income / (Loss) (Unaudited)

($ thousands)



Q4 2021


Q3 2021


Q4 2020





(As Restated)


(As Restated)

Total Revenue


$320,011


$317,125


$230,253

Gross profit


179,546


182,734


125,462

Income (Loss) from operations


42,875


42,381


23,013

Total other income (expense), net


(32,649)


(38,955)


(17,893)

Income tax benefit (expense)


(40,281)


(60,313)


(42,022)

Net loss


(30,055)


(56,887)


(36,902)

Less: Net loss attributable to non-controlling interest


(2,512)


(2,363)


165

Net loss attributable to Curaleaf Holdings, Inc.


($27,543)


($54,524)


($37,067)

Net loss attributable to Curaleaf Holdings, Inc. was $28 million, compared with a net loss of $55 million in the third quarter of 2021 and $37 million in the fourth quarter of 2020. The year-over-year improvement in net loss was primarily driven by an approximately $20 million increase in operating income and $2 million of lower income tax expense, partially offset by $15 million of higher other expense, net.

Adjusted EBITDA (Unaudited)

($ thousands)



Q4 2021


Q3 2021


Q4 2020





(As Restated)


(As Restated)

Net loss


($30,055)


($56,887)


($36,902)

Interest expense, net


22,626


25,054


25,366

Income tax expense


40,281


60,313


42,022

Depreciation and amortization (1)


37,507


34,739


26,647

Share-based compensation


9,175


13,180


16,114

Other (income) expense


10,023


13,900


(7,473)

Change in fair value of biological assets


(20,109)


(37,825)


(14,866)

Other add-backs (2)


10,227


18,889


2,876

Adjusted EBITDA(3)


$79,675


$71,363


$53,784

Adjusted EBITDA Margin (3)


24.9%


22.5%


23.5%



(1)

Depreciation and amortization expense in Q4 2021, Q3 2021, and Q4 2020 include amounts charged to cost of goods sold on the statement of profits and losses.

(2)

Other add-backs in Q4 2021 primarily include acquisition related expenses, legal fees, and accounting and professional fees.

(3)

Represents a non-IFRS measure or Non-IFRS ratio. See "Non-IFRS Financial and Performance Measures" below for definitions and more information regarding Curaleaf's use of Non-IFRS financial measures and Non-IFRS ratios. The table above provides a reconciliation of Net Loss, the most comparable IFRS measure, to Adjusted EBITDA, a non-IFRS measure.

Adjusted EBITDA was $80 million for the fourth quarter of 2021, an increase of 12% from $71 million in the third quarter of 2021 and 48% from $54 million in the fourth quarter of 2020. Adjusted EBITDA margin was 24.9%, an increase of 240 basis points from 22.5% in the prior quarter and 140 basis points from 23.5% in the fourth quarter of 2020. The sequential increase in Adjusted EBITDA primarily reflects higher gross profit margin driven by continued efficiency in the Company's cultivation and processing facilities and improving economies of scale. On a year-over-year basis, the increases in Adjusted EBITDA and Adjusted EBITDA margin primarily reflect higher revenue and gross profit margin partially offset by higher SG&A expense related to increased headcount ahead of new store openings and marketing in support of new product rollouts.

Financial Results for the Year Ended December 31, 2021

Revenue (Unaudited)

($ thousands)



FY 2021


FY 2020

Retail revenue


$859,959


$423,183

Wholesale revenue


347,385


163,036

Management fee income


2,317


40,418

Total Revenue


$1,209,661


$626,637

Total revenue for the year ended 2021 was a record $1,210 million, an increase of 93% from $627 million for the year ended 2020.

Retail revenue was $860 million for the year ended 2021, an increase of 103% from $423 million for the year ended 2020. The increase in retail revenue was primarily driven by organic growth from new store openings, expansion of cultivation and production capacity, and new product introductions. Retail revenue growth in 2021 also reflects a full year of revenue recognized from the Company's acquisition of GR Companies, Inc. ("Grassroots"), which closed in July 2020, and to a lesser extent, the partial year benefit of the acquisitions of EMMAC Life Sciences Limited ("EMMAC") in August 2021 and Los Sueños Farms and related entities ("Los Sueños") in October 2021.

Wholesale revenue was $347 million, an increase of 113% from $163 million for the year ended 2020. Growth in wholesale revenue was primarily due to organic growth from wholesale partner account additions, new product introductions such as Select Squeeze, Select Fresh, Clique by Select, and Select Snooze Bites, and increased cultivation and production capacity. Wholesale revenue growth also reflected the above-mentioned acquisitions of Grassroots, EMMAC and Los Sueños.

Gross Profit on Cannabis Sales (Unaudited)

($ thousands)



FY 2021


FY 2020

Retail and wholesale revenue


$1,207,344


$586,219

Cost of goods sold


621,610


311,148

Gross profit on cannabis sales (1)


585,734


275,071

Gross margin on cannabis sales (1)


48.5%


46.9%

Management fee income(2)


2,317


40,418

Gross profit before impact of biological assets


$588,051


$315,489



(1)

Represents a non-IFRS measure or Non-IFRS ratio. See "Non-IFRS Financial and Performance Measures" below for definitions and more information regarding Curaleaf's use of Non-IFRS financial measures and Non-IFRS ratios.

(2)

Management fee income is added to Gross Profit on Cannabis Sales to obtain Gross profit before impact of biological assets, the most comparable IFRS measure.

Gross profit on cannabis sales was $586 million for the year ended 2021, an increase of 113% from $275 million in 2020. Gross profit margin was 48.5% an increase of approximately 160 basis points from 46.9% in 2020. The increases in gross profit and gross margin were primarily driven by revenue growth and the continued improvement in the operating capacity and efficiency of the Company's cultivation and processing facilities.

Net Income / (Loss) (Unaudited)

($ thousands)



FY 2021


FY 2020





(As Restated)

Total Revenue


$1,209,661


$626,637

Gross profit


687,589


390,513

Income (Loss) from operations


175,634


72,437

Total other income (expense), net


(110,838)


(41,641)

Income tax benefit (expense)


(173,926)


(87,550)

Net loss


(109,130)


(56,754)

Less: Net loss attributable to non-controlling interest


(7,399)


407

Net loss attributable to Curaleaf Holdings, Inc.


($101,731)


($57,161)

Net loss, attributable to Curaleaf Holdings, Inc., for the year ended 2021 was $102 million, compared with a net loss of $57 million for the year ended 2020. The $103 million increase in operating income in 2021 was offset primarily by $69 million of higher total other expense, net, and $86 million of higher income tax expense. The year-over-year increase in total other expense, net, was primarily due to an approximately $38 million gain on investment in 2020 that did not recur, $27 million of higher interest expense net of interest income, and $11 million of higher other expenses, partially offset by $9 million of lower impairment charges on intangible assets.

Adjusted EBITDA (Unaudited)

($ thousands)



FY 2021


FY 2020





(As Restated)

Net loss


($109,130)


($56,754)

Interest expense, net


89,633


62,518

Income tax expense


173,926


87,550

Depreciation and amortization (1)


132,644


79,713

Share-based compensation


45,632


30,879

Other (income) expense


21,205


(20,877)

Change in fair value of biological assets


(99,538)


(75,024)

Other add-backs (2)


43,665


36,075

Adjusted EBITDA(3)


$298,037


$144,080

Adjusted EBITDA Margin (3)


24.6%


23.0%



(1)

Depreciation and amortization expense in 2021 and 2020 include amounts charged to cost of goods sold on the statement of profits and losses.

(2)

Other add-backs in 2021 primarily include acquisition related expenses, accounting and professional fees, legal fees, bad debt write off, employee severance costs, one-time loss on inventory related to a California facility divestiture, and inventory write-down in one of our states.

(3)

Represents a non-IFRS measure or Non-IFRS ratio. See "Non-IFRS Financial and Performance Measures" below for definitions and more information regarding Curaleaf's use of Non-IFRS financial measures and Non-IFRS ratios. The table above provides a reconciliation of Net Loss, the most comparable IFRS measure, to Adjusted EBITDA, a non-IFRS measure.

Adjusted EBITDA for the year ended 2021 was $298 million, an increase of 107% from $144 million in 2020. Adjusted EBITDA margin was 24.6%, an increase of 160 basis points from 23.0% in the prior year. The increases in Adjusted EBITDA and Adjusted EBITDA margin primarily reflect higher revenue and gross profit margin partially offset by higher SG&A expense related to increased headcount in support of new store openings and marketing in support of new product rollouts.

Balance Sheet and Cash Flow

As of December 31, 2021, the Company had $299 million of cash and $436 million of outstanding debt net of unamortized debt discounts.

During the fourth quarter of 2021, Curaleaf invested $55 million, net in capital expenditures, focused on cultivation, processing, and selective retail expansion in strategic markets. For the year ended 2021, Curaleaf invested $172 million, net in capital expenditures.

Shares Outstanding

As of December 31, 2021, and September 30, 2021, the Company's weighted average subordinate voting shares outstanding amounted to 707,450,310 and 703,545,262 shares, respectively.

As of December 31, 2021, and September 30, 2021, Company's issued and outstanding subordinate voting shares plus multiple voting shares amounted to 708,340,434 and 704,818,302 shares, respectively.

Other

The Company has made an immaterial restatement to the initial purchase accounting for the Select acquisition. Adjustments have been made to all of the comparative period financial statements presented herein, which reflect a decrease in intangible assets, deferred tax liability, and amortization expense, as well as an increase in goodwill and income tax expense, as applicable. The net impact of these adjustments on the Company's Consolidated Statements of Profits and Losses for the year ended December 31, 2020, was a positive $4.6 million to Net loss attributable to Curaleaf Holdings, Inc. Additional detail will be provided in the Company's Consolidated Annual Financial Statements.

Non-IFRS Financial and Performance Measures

Curaleaf reports its financial results in accordance with IFRS and uses a number of financial measures and ratios when assessing its results and measuring overall performance. Some of these financial measures and ratios are not calculated in accordance with IFRS. Curaleaf refers to certain Non-IFRS financial measures and ratios such as "Gross Profit on Cannabis Sales", "Gross Margin on Cannabis Sales", "Adjusted EBITDA", and "Adjusted EBITDA Margin". These measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other issuers. The Company defines "Gross Profit on Cannabis Sales" as retail and wholesale revenues less cost of goods sold. "Gross Margin on Cannabis Sales" is defined by Curaleaf as gross profit on cannabis sales divided by retail and wholesale revenues. "Adjusted EBITDA" is defined by Curaleaf as earnings before interest, taxes, depreciation and amortization less share-based compensation expense and other add-backs related to business development, acquisition, financing and reorganization costs. "Adjusted EBITDA Margin" is defined by Curaleaf as Adjusted EBITDA divided by total revenue. Curaleaf considers these measures to be an important indicator of the financial strength and performance of our business. We believe the adjusted results presented provide relevant and useful information for investors because they clarify our actual operating performance, make it easier to compare our results with those of other companies and allow investors to review performance in the same way as our management. Since these measures are not calculated in accordance with IFRS, they should not be considered in isolation of, or as a substitute for, our reported results as indicators of our performance, and they may not be comparable to similarly named measures from other companies. The tables provided in this press release contained in the sections "Gross Profit on Cannabis Sales" and "Adjusted EBITDA" (pgs. 3-7) provide reconciliations of Non-IFRS measures to the most directly comparable IFRS measures.

Consolidated Statements of Financial Position (Unaudited)

($ thousands)




December 31,


December 31,




2021


2020








(As Restated)

Assets








Current assets:








Cash



$

299,329


$

73,542

Accounts receivable




64,570



28,830

Inventory, net




391,195



197,991

Biological assets




78,600



46,210

Assets held for sale




80,583



58,504

Prepaid expenses and other current assets




35,667



10,140

Current portion of notes receivable




2,315



2,645

Total current assets




952,259



417,862

Deferred tax asset




2,593



5,528

Notes receivable




842



2,000

Property, plant and equipment, net




379,720



242,855

Right-of-use assets, net




285,111



267,168

Intangible assets, net




1,010,008



707,634

Goodwill




605,496



538,825

Investments




4,401



16,264

Prepaid acquisition consideration






132,234

Other assets




22,048



35,135

Total assets



$

3,262,478


$

2,365,505









Liabilities and Shareholders' Equity








Current liabilities:








Accounts payable



$

26,751


$

47,043

Accrued expenses




87,583



57,475

Income tax payable




140,019



79,649

Current portion of lease liability




19,279



15,710

Current portion of notes payable




1,966



6,500

Current contingent consideration liability




9,155



Liabilities held for sale




18,472



7,181

Other current liabilities




12,171



6,568

Total current liabilities




315,396



220,126

Deferred tax liability




299,333



200,805

Notes payable




434,123



285,001

Lease Liabilities




298,281



270,495

Non-controlling interest redemption liability




72,140



2,694

Contingent consideration liability




28,839



1,898

Other long term liability




5,876



3,698

Total liabilities




1,453,988



984,717









Shareholders' equity:








Share capital




2,225,940



1,754,412

Treasury shares




(5,208)



(5,208)

Reserves




(162,085)



(177,744)

Accumulated other comprehensive income (deficit)




(9,996)



Accumulated deficit




(291,395)



(190,071)

Redeemable non-controlling interest




(72,140)



(2,694)

Total Curaleaf Holdings, Inc. shareholders' equity




1,685,116



1,378,695

Non-controlling interest




123,374



2,093

Total shareholders' equity




1,808,490



1,380,788

Total liabilities and shareholders' equity



$

3,262,478


$

2,365,505

Consolidated Statements of Profits and Losses (Unaudited)

($ thousands, except for share and per share amounts)



Three Months Ended



December 31,



2021


2020







(As Restated)

Revenue:







Retail and wholesale revenue


$

319,383


$

229,283

Management fee income



628



970

Total revenue



320,011



230,253

Cost of goods sold



160,574



119,658

Gross profit before impact of biological assets



159,437



110,595

Realized fair value amounts included in inventory sold



(102,234)



(57,265)

Unrealized fair value gain on growth of biological assets



122,343



72,132

Gross profit



179,546



125,462

Operating expenses:







Selling, general and administrative



100,257



68,289

Share-based compensation



9,175



16,114

Depreciation and amortization



27,239



18,046

Total operating expenses



136,671



102,449

Income (Loss) from operations



42,875



23,013

Other income (expense):







Interest income



134



24

Interest expense



(13,470)



(13,695)

Interest expense related to lease liabilities



(9,290)



(11,695)

Gain on investment



(2,807)



26,954

Impairment of intangible assets



(8,901)



(23,659)

Other income (expense)



1,685



4,178

Total other income (expense), net



(32,649)



(17,893)

Income (Loss) before provision for income taxes



10,226



5,120

Income tax benefit (expense)



(40,281)



(42,022)

Net loss



(30,055)



(36,902)

Less: Net income (loss) attributable to non-controlling interest



(2,512)



165

Net loss attributable to Curaleaf Holdings, Inc.


$

(27,543)


$

(37,067)

Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted


$

(0.04)


$

(0.06)

Weighted average common shares outstanding – basic and diluted



707,450,310



660,398,593

Consolidated Statements of Profits and Losses (Unaudited)

($ thousands, except for share and per share amounts)



Twelve Months Ended



December 31,



2021


2020







(As Restated)

Revenue:







Retail and wholesale revenue


$

1,207,344


$

586,219

Management fee income



2,317



40,418

Total revenue



1,209,661



626,637

Cost of goods sold



621,610



311,148

Gross profit before impact of biological assets



588,051



315,489

Realized fair value amounts included in inventory sold



(365,642)



(149,586)

Unrealized fair value gain on growth of biological assets



465,180



224,610

Gross profit



687,589



390,513

Operating expenses:







Selling, general and administrative



370,106



227,274

Share-based compensation



45,632



30,879

Depreciation and amortization



96,217



59,923

Total operating expenses



511,955



318,076

Income (Loss) from operations



175,634



72,437

Other income (expense):







Interest income



629



6,484

Interest expense



(53,549)



(47,903)

Interest expense related to lease liabilities



(36,713)



(21,099)

Gain on investment



(2,974)



37,560

Impairment of intangible assets



(14,573)



(23,659)

Other income (expense)



(3,658)



6,976

Total other income (expense), net



(110,838)



(41,641)

Income (Loss) before provision for income taxes



64,796



30,796

Income tax benefit (expense)



(173,926)



(87,550)

Net loss



(109,130)



(56,754)

Less: Net income (loss) attributable to non-controlling interest



(7,399)



407

Net loss attributable to Curaleaf Holdings, Inc.


$

(101,731)


$

(57,161)

Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted


$

(0.15)


$

(0.10)

Weighted average common shares outstanding – basic and diluted



698,759,274



557,192,899

Consolidated Statements of Cash Flows (Unaudited)

($ thousands, except for share and per share amounts)



Twelve Months Ended



December 31,



2021


2020







(As Restated)

Cash flows from operating activities:







Net loss


$

(109,130)



(56,754)

Adjustments to reconcile loss to net cash provided (used) in operating activities:







Depreciation and amortization



132,644



79,713

Share-based compensation



45,632



29,361

Non-cash Bonus





1,518

Non-cash interest expense



44,859



6,590

Unrealized gain on changes in fair value of biological assets



(465,180)



(224,610)

Realized fair value amounts included in inventory sold



365,642



149,586

Impairment loss



14,573



23,659

(Gain)/loss on debt retirement



152



(Gain)/loss on investment



2,974



(Gain)/loss on sale of property, plant and equipment



3,333



550

Deferred taxes



19,214



11,720

Gain on contingent liability





(37,566)

Changes in operating assets and liabilities







Accounts receivable



(29,402)



5,956

Biological assets



80,414



55,707

Inventories



(185,607)



(92,384)

Prepaid expenses and other current assets



(24,902)



4,748

Other assets



5,641



(17,702)

Accounts payable



(10,298)



9,958

Income taxes payable



59,768



57,753

Accrued expenses



15,709



4,552

Net cash provided by (used in) operating activities



(33,964)



12,355

Cash flows from investing activities:







Purchases of property, plant and equipment, net



(171,955)



(126,273)

Proceeds from sale of entity



29,828



1,004

Payments made on completion on acquisitions



(37,820)



(59,695)

Prepayment of acquisition consideration





(7,500)

Cash acquired from acquisitions



14,500



Payments received on notes receivable



3,717



(4,646)

Note receivable from third party



(2,244)



Net cash used in investing activities



(163,974)



(197,110)

Cash flows from financing activities:







Cash received from financing agreement



531,093



186,235

Proceeds from sale leaseback



24,419



42,466

Debt issuance costs



(5,564)



Minority buyouts



(1,190)



(2,508)

Lease liability payments



(52,775)



(26,762)

Proceeds from minority interest investment in Curaleaf International



83,979



Cash received in private placement





24,552

Prepayment penalties on retired notes payable



(23,827)



Principal payments on notes payable



(366,749)



(2,920)

Acquisition escrow shares returned and retired



(8,312)



Exercise of stock options



3,157



3,013

Issuance of common shares, net of issuance costs



240,569



Net cash provided by financing activities



424,800



224,076

Net change in cash



226,862



39,321

Cash at beginning of period



73,542



42,310

Cash held for sale





(8,089)

Effect of exchange rate on cash



(1,075)



Cash at end of period


$

299,329


$

73,542

About Curaleaf Holdings
Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf and Select, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. In the United States, Curaleaf currently operates in 23 states with 126 dispensaries, 26 cultivation sites, and employs over 5,600 team members. Curaleaf International is the largest vertically integrated cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.


Curaleaf IR Twitter Account

https://twitter.com/Curaleaf_IR



Investor Toolkit

https://ir.curaleaf.com/investor-toolkit



Investor Relations Website

https://ir.curaleaf.com/



Contact Information



Investor Contact:


Curaleaf Holdings, Inc.


Carlos Madrazo, SVP Head of IR & Capital Markets


ir@curaleaf.com




Media Contact:


Curaleaf Holdings, Inc.


Tracy Brady, VP of Corporate Communications


media@curaleaf.com

Disclaimer

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities laws and United States securities laws ("forward-looking statements"). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on management's current beliefs, expectations or assumptions regarding the future of the business, plans and strategies, operational results and other future conditions of the Company. In addition, the Company may make or approve certain statements in future filings with Canadian securities regulatory authorities, in press releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements. All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as "assumptions", "assumes", "guidance", "outlook", "may", "will", "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "intends", "anticipates", "targeted", "continues", "forecasts", "designed", "goal", or the negative of those words or other similar or comparable words and includes, among others, information regarding: its outlook for and expected operating margins, capital allocation, free flow cash and other financial results; growth of its operations via expansion, for the effects of any transactions; expectations for the potential benefits of any transactions; statements relating to the business and future activities of, and developments related to, the Company after the date of this press release, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Company's business, operations and plans; expectations that planned acquisitions will be completed; expectations regarding cultivation and manufacturing capacity; expectations regarding receipt of regulatory approvals; expectations that licenses applied for will be obtained; potential future legalization of adult-use and/or medical cannabis under U.S. federal law; expectations of market size and growth in the U.S. and the states in which the Company operates; expectations for other economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally; and other events or conditions that may occur in the future. Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as at the date they are made and are based on information currently available and on the then current expectations. Holders of securities of the Company are cautioned that forward-looking statements are not based on historical facts but instead are based on reasonable assumptions and estimates of management of the Company at the time they were provided or made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties related to: the available funds of the Company and the anticipated use of such funds; the availability of financing opportunities; legal and regulatory risks inherent in the cannabis industry; risks associated with economic conditions, dependence on management and currency risk; risks relating to U.S. regulatory landscape and enforcement related to cannabis, including political risks; risks relating to anti-money laundering laws and regulation; other governmental and environmental regulation; public opinion and perception of the cannabis industry; risks related to contracts with third-party service providers; risks related to the enforceability of contracts; reliance on the expertise and judgment of senior management of the Company, and ability to retain such senior management; risks related to proprietary intellectual property and potential infringement by third-parties; the concentrated voting control of the Company's Chairman and the unpredictability caused by the capital structure; risks relating to the management of growth; increasing competition in the industry; risks inherent in an agricultural business; risks relating to energy costs; risks associated to cannabis products manufactured for human consumption including potential product recalls; reliance on key inputs, suppliers and skilled labor; cybersecurity risks; ability and constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks; risks related to the economy generally; risk of litigation; conflicts of interest; risks relating to certain remedies being limited and the difficulty of enforcement of judgments and effect service outside of Canada; risks related to future acquisitions or dispositions; sales by existing shareholders; limited research and data relating to cannabis; as well as those risk factors discussed under "Risk Factors" in the Company's Annual Management, Discussion and Analysis dated March 11, 2021, and in the Company's Annual Information Form dated April 28, 2021 (both of which documents have been filed on the Company's SEDAR profile at www.sedar.com and on its EDGAR profile at www.sec.gov/edgar/html) and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities. The purpose of forward-looking statements is to provide the reader with a description of management's expectations, and such forward-looking statements may not be appropriate for any other purpose. In particular, but without limiting the foregoing, disclosure in this press release as well as statements regarding the Company's objectives, plans and goals, including future operating results and economic performance may make reference to or involve forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements. You should not place undue reliance on forward-looking statements contained in this press release. Such forward-looking statements are made as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement.

This press release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about the Company's prospective results of operations, production and production efficiency, commercialization, revenue and cash on hand, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set second in the above paragraph. FOFI contained in this document was approved by management as of the date of this document and was provided for the purpose of providing further information about the Company's future business operations. The Company disclaims any intention or obligation to update or revise any FOFI contained in this document, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein. The financial information reported in this press release is based on management prepared financial statements for the quarter and year ended December 31, 2021. Accordingly, such financial information may be subject to change. Financial statements for the period will be released and filed under the Company's profiles on SEDAR at www.sedar.com no later than March 11, 2022. All financial information contained in this press release is qualified in its entirety with reference to such financial statements. While the Company does not expect there to be any material changes, to the extent that the financial information contained in this press release is inconsistent with the information contained in the Company's financial statements, the financial information contained in this press release shall be deemed to be modified or superseded by the Company's financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.

Neither the Canadian Securities Exchange nor its Regulation Service Provider has reviewed and does not accept responsibility for the adequacy or accuracy of the content of this press release.

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SOURCE Curaleaf Holdings, Inc.

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