The Parent Company Reports First Quarter 2021 Financial Results

Achieves Consolidated Net Sales of $40 Million; Adjusted Net Sales of $46 Million 

Maintains Industry-Leading Balance Sheet with $281 Million in Cash 

Provides Update on Integration and Consolidation Strategy

Conference Call to be Held Today, May 17, 2021 at 5:00 p.m. EDT

SAN JOSE, Calif.–(BUSINESS WIRE)– TPCO Holding Corp. (“The Parent Company” or the “Company”) (NEO: GRAM.U) (OTCQX: GRAMF), today reported financial results for the first quarter ending March 31, 2021 (“Q1 2021”). The Company’s Q1 2021 financial results reflect the closing of the Company’s qualifying transaction on January 15, 2021. Prior to closing of the qualifying transaction, the Company was a special purpose acquisition company with no commercial operations. As such, reported sales figures for this quarter are expected to be lower than in future quarters due to the abridged operating period. All amounts are expressed in U.S. dollars.

First Quarter 2021 Financial Highlights 

• Net sales for Q1 2021 were $39.9 million
• Adjusting for a full quarter of sales beginning January 1, 2021, Q1 2021 net sales would have been approximately $45.6 million
• Gross profit for Q1 2021 was $7.2 million, or 18% of net sales
• Adjusted EBITDA loss for Q1 2021 was $11.4 million. Adjusted EBITDA removes the effects of changes in fair value of financial instruments, impairment charges and other non-cash items.
• Cash and equivalents totaled $281.0 million as of March 31, 2021

Management Commentary

“With some of the most well-known cannabis brands, an industry-leading balance sheet, and strong positioning in the California market, we entered 2021 with substantial forward momentum as we continue to execute on our growth and consolidation strategies,” said Steve Allan, Chief Executive Officer of The Parent Company. “Throughout our first quarter of public company operations, our team has worked diligently on the successful integration of our core business units and house of brands to build a strong foundation for sustained growth. This included our recently announced cultivation investments which have bolstered our supply chain with long-term access to high-quality indoor, greenhouse, and outdoor grown cannabis for use in our suite of branded product lines.”

Mr. Allan continued, “In addition, we strengthened our executive team, launched Fun Uncle Cruisers, our first product to take advantage of the full vertical integration of our business, and made our initial social equity investments from our dedicated $10 million fund. I am pleased with the initial results of these efforts, and we will continue to work to optimize our vertically integrated platform as we both prudently evaluate potential acquisition opportunities and organically build our business for long-term success.”

Mr. Allan concluded, “The California cannabis market is ripe for consolidation, and we plan to leverage our competitive positioning to become true leaders in this market. In addition, as we look to further expand our operations into new states, we plan to employ an asset-light model, utilizing our existing asset base to drive scale and profitability. We have a long runway for significant growth, both organically and through acquisitions, and we believe we will create meaningful long-term shareholder value.”

First Quarter 2021 Operational Highlights

• Completed the largest cannabis SPAC in history and announced the launch of The Parent Company with Shawn “JAY-Z” Carter, Roc Nation, CMG Partners, Inc. (“Caliva”), and Left Coast Ventures, Inc. (“Left Coast Ventures”)
• Appointed Mike Batesole as Chief Financial Officer

Subsequent Events

• Shawn ‘JAY-Z’ Carter’s MONOGRAM challenges national drug policy and launches digital and out-of-home awareness campaign to magnify the hypocrisies of cannabis legislation
• Launched Fun Uncle Cruisers – a disruptive entry into the value vape category
• Launched an integrated loyalty program: Caliva CLUB
• Shawn ‘JAY-Z’ Carter’s MONOGRAM Redefines ‘The Good Life’ and launched the first installment of a three-part campaign that reimagines the iconic photos of renowned mid-century American photographer Slim Aarons through a contemporary lens
• Appointed Desiree Perez, CEO of Roc Nation, to the Board of Directors
• Signed definitive agreement to acquire four acres of outdoor cultivation located in Sonoma County, CA from Mosaic.Ag, an affiliate of Soma Rosa Farms
• Completed a $50 million strategic investment in Mercer Park Brand Acquisition Corp, as well as establishing a long-term supply agreement with Glass House Group for high-quality greenhouse-grown cannabis and a distribution agreement into Glass House Groups’ retail dispensary network
• Disposed of the Company’s 34% minority interest in Half Moon Grow, as well the Company’s Acai Puree business line
• In addition, the Company has entered into a definitive agreement to sell its hemp CBD business unit to Arcadia Biosciences, Inc.® (Nasdaq: RKDA) (“Arcadia”), a leader in science-based approaches to enhancing the quality and nutritional content of crops and food ingredients, for $4 million in cash and 827,400 shares of Arcadia stock. The transaction is expected to close in Q2 2021.

First Quarter 2021 Financial Results

Net sales in Q1 2021 were $39.9 million. Note the Company’s Q1 2021 financial results reflect the closing of the Company’s qualifying transaction which occurred on January 15, 2021, prior to which the Company had no commercial operations. Adjusting for a full quarter of sales beginning January 1, 2021, net sales would have been $45.6 million.

Gross profit in Q1 2021 was $7.2 million, representing gross margin of 18% in Q1 2021. With the Company’s focus on driving stronger direct-to-consumer sales, The Parent Company expects to shift its sales to more higher margin product categories, which over time, is expected to drive expanded gross profit.

Operating expenses in Q1 2021 were $63.9 million, of which $50.0 million were non-cash expenses. In the quarter, general and administrative costs were $9.5 million, salaries and benefits were $7.8 million, and sales and marketing expenses were $29.7 million. Approximately $25 million of the marketing expenses incurred in Q1 2021 were settled in shares (and thus a non-cash expense) for services provided under the Roc Nation Agreement. In addition, stock-based compensation of $6.8 million and depreciation & amortization of $8.0 million were also non-cash expenses.

Adjusted EBITDA loss for the first quarter 2021 was $11.4 million. The Adjusted EBITDA loss in Q1 2021 was primarily attributable to the ongoing operations of the Company’s core business.

Cash and cash equivalents totaled $281.0 million as of March 31, 2021, compared to $582.6 million (held in escrow pending closing of the Company’s qualifying transaction) as of December 31, 2020. As of closing of the Company’s qualifying transaction on January 15, 2021, the Company had cash and cash equivalents of approximately $372.8 million, comprised of (i) $309.7 million of net IPO proceeds and interest received by the Company after payments to redeeming holders of class A restricted voting shares in the aggregate amount of $264.3 million, including associated interest; and (ii) $63.1 million in gross proceeds from the closing of the Company’s private placement in Q1 2021 prior to the closing of the qualifying transaction. The above includes $28.8 million in debt retirement, $15.1 million in transaction consideration, and $8.6 million in transaction fees.

The Company’s Q1 2021 consolidated financial statements, as well as its accompanying management discussion and analysis (“MD&A”) have been filed on SEDAR (www.sedar.com). Please refer to TPCO’s MD&A for additional detail and discussion on the Company’s results from operations.

Business Integration Update

Following the completion of the Company’s qualifying transaction on January 15, 2021, The Parent Company has implemented an integration strategy to streamline and optimize the Company’s operations. Centered on driving near-term margin expansion while positioning the Company for continued long term growth, in Q1 2021 The Parent Company has achieved the following:

• Portfolio Optimization: Streamlined the Company’s brand portfolio offering to 8 core brands from 17 previously, eliminating redundancies and reducing potential sales category overlap.
• SKU Rationalization: Selectively reduced total SKU count across the Company’s 8 remaining core brands with a focus on higher margin product offerings.
• Product Innovation: Launched Fun Uncle Cruisers, our first product to take advantage of the full vertical integration of our business and one that we believe illustrates how the Company’s significant efficiencies and resources can combine to create quality cannabis at an approachable price point with best-in-class product margins.
• Expanded Sourcing: Delivered significant value to the end consumer by strategically expanding the Company’s sourcing network, securing long-term access to over 900,000 pounds of high-quality, low-cost, California-grown cannabis to provide improved flower product availability and more attractive pricing.
• Manufacturing Consolidation: Successfully rationalized The Parent Company’s manufacturing facilities by closing its 23,000 square foot Santa Rosa facility and its Oakland facility, migrating certain manufacturing operations to its San Jose facility. As a result of these changes, the Company now operates three, streamlined manufacturing facilities.
• Distribution: To improve dispensary delivery times and to reduce operating costs, The Parent Company centralized its distribution operations to two wholesale hubs located at its San Jose and Costa Mesa locations, resulting in the closure of its North Hollywood facility.
• Restructured and Optimized Organization: Integrated and consolidated teams from both Caliva and Left Coast Ventures into The Parent Company’s combined operations resulting in reduced overall personnel expenses by approximately 10%. Over time, the Company expects to add additional headcount in certain areas of its business to invest ahead of future grown.
• Asset Dispositions: In the quarter, the Company completed a review of its asset base and subsequently acted upon a series of structured dispositions that have refocused the Company on its core California cannabis operations. This included the sale of the Company’s 34% minority interest in Half Moon Grow, as well the disposition of the Company’s Acai Puree business line. In addition, the Company has entered into a definitive agreement to sell its hemp CBD business to Arcadia Biosciences. The transaction is expected to close before the end of the second quarter.

Outlook 

The Parent Company has made substantial progress on its integration efforts and based on the continued strength of its organic operations, the Company believes it remains well positioned for sustained, long-term growth. On an ongoing basis, the Company reviews its financial forecasts to assess the reasonableness of specific developments and broader industry and economic factors. During this process, the Company reviews for unanticipated delays in receipt of licensing approvals, build out of facilities, integration activities, and corporate development opportunities due to competitive actions, as well as potential delays in the build out of its distribution centers and planned retail stores.

As a result of the above and due to the uncertainty inherent in forecasting operating results given the current status of the California cannabis industry, The Parent Company has elected to withdraw its previously provided guidance, which included benefits from potential corporate development activities as well as revenue from the Company’s divested hemp CBD business line.

The Parent Company has a robust pipeline of potential corporate development activities and remains committed to ensuring that potential acquisitions are accretive to the Company’s strategic growth initiatives, create operational efficiencies, and drive long-term shareholder value. As such, timing around these opportunities remains uncertain. To accelerate its execution on corporate development opportunities, the Company has retained two experienced external advisory firms with deep backgrounds in identifying, evaluating and executing inorganic opportunities.

The Company also announced today that Drew Kornreich is stepping down from his position as Chief M&A Officer to pursue other opportunities effective May 17, 2021. “On behalf of the entire team, I’d like to thank Drew for his diligent work and greatly appreciate all his contributions throughout his tenure both at Caliva and The Parent Company,” said Steve Allan, CEO of The Parent Company.

Conference Call

The Parent Company will host a conference call today, May 17, 2021, to discuss these results. Steve Allan, Chief Executive Officer, Mike Batesole, Chief Financial Officer, and Dennis O’Malley, Chief Operating Officer and President of Caliva, will host the call starting at 5:00 p.m. Eastern time. A question and answer session will follow management’s prepared remarks.

Financial results and analyses are available on the Company’s website (ir.theparent.co) and SEDAR (www.sedar.com).