Gold Flora Reports Third Quarter 2023 Financial Results

Q3 2023 Revenue was $32 Million and Adjusted Gross Profit was $18.1 Million, Representing 57% Adjusted Gross Margin 

Conference call to be held November 14, 2023, at 6:00 p.m. ET.

COSTA MESA, Calif., Nov. 14, 2023 /CNW/ - Gold Flora Corporation, ("Gold Flora" or the "Company") (NEO: GRAM), a leading vertically-integrated California cannabis company, today announced its financial results for the three-month period ended September 30, 2023 ("Q3 2023"). All amounts are expressed in U.S. dollars.

Q3 2023 Financial Highlights:

• Q3 2023 total revenue was $32 million.
• Gross profit was $11.3 million, representing a 35% gross margin. Adjusted Gross Profit was $18.1 million, representing a 57% adjusted gross margin. Adjusted gross profit excludes operating expenses (including depreciation and amortization) related to U.S. tax code 280E adjustments, and non-recurring inventory adjustments.
• Q3 2023 net income was $23 million, including a non-cash $49 million bargain purchase gain realized on the Business Combination with TPCO Holding Corp.
• Adjusted EBITDA loss was $1.7 million in Q3 2023. Adjusted EBITDA was impacted by the Business Combination with TPCO Holding Corp. during the third quarter and the associated transaction and integration costs incurred.
• Cash and cash equivalents totaled $32.3 million as of September 30, 2023.

Q3 2023 Operational Highlights:

• Completed its previously announced transaction resulting in the combination of TPCO Holding Corp. ("TPCO"), and Gold Flora, LLC, in an all-stock business combination (the "Business Combination").
• Achieved annualized cost savings of $30 million, materially surpassing the Company's initial estimated target savings of $20-$25 million.
  • The savings were achieved through a strategic redesign of the organization and reduction in annualized payroll expense, real estate optimization and lease renegotiation, and the transition from third-party service providers to leverage the Company's vertically-integrated platform.
  • Further synergies, driven by the integration of the Company's back-office infrastructure, are expected to generate additional cost savings.
• The Company's first party brands portfolio, consisting of Gold Flora, Caliva, Cruisers, Roll Bleezy, Jetfuel, Sword and Stoned, Aviation, Mirayo by Santana, and Monogram, accounted for 21% of total retail revenue in Q3 2023.
• Tripled the productive cultivation capacity at the Company's Desert Hot Springs Campus by activating an additional 40,000 square feet of new canopy.
• Launched Stately Distribution, a sales and distribution company, to drive growth in retail accounts of the Company's first party brands, as well act as the exclusive distributor of, and provide sales and marketing services to, a strategically curated portfolio of third-party partner brands. .

Subsequent Events:

• Launched an internally developed flower brand CURRENT, a retail brand targeted at consumer demand for curated, flavor-focused premium craft flower. Available in four distinct flavor classes including Rare Gas, Rare Fruit, Rare Haze, and Rare Dessert. CURRENT is now available at all Gold Flora retail locations, including Airfield Supply Company, Caliva, Coastal, Calma, King's Crew, Varda, Higher Level, and Deli.
• Relaunched cultivation at Caliva in San Jose, expanding the Company's active cultivation canopy by an additional 35,000 square feet. The first harvest from the facility is expected in Q1 2024.

Management Commentary

"We are focused on winning in California and have built a platform that will allow us to become one of the top operators in the state," said Laurie Holcomb, Chief Executive Officer of Gold Flora. "While our peers may struggle with the considerable challenges that this market presents, we view these as unique opportunities to establish an efficient operator that can thrive and succeed. Our state-of-the-art indoor cultivation campus is one of our greatest differentiators; enabling us to reliably produce premium quality flower for use in our first party branded products that we sell across all our retail stores.  This true vertical integration has minimized our reliance on third party biomass, manufacturing, and distribution suppliers, de-risking our operations and allowing us to extract margin across the supply chain while delivering the highest-quality products for our consumers."

Ms. Holcomb added, "I am delighted with the success of the integration activities our team has recently completed, exceeding our target with approximately $30 million in annualized cost savings achieved. This work is continuing as we further optimize our back-office infrastructure, which is expected to result in additional savings as we target generating free cash flow from our operations in 2024. While many have chosen to exit this market as they are unable to compete, we are confident we have the right people, assets, and processes to emerge as a profitable leader in what we believe is the best cannabis market in the world."

Corporate Update

Following the completion of its Business Combination in July 2023, Gold Flora executed on numerous operational initiatives to streamline and integrate the Company into one strong, vertically integrated California operator controlling the entire lifecycle of its consumer cannabis products, from cultivation to manufacturing, distribution, and retail sales.   As a result of this integration work largely being completed in Q3 2023, the impact of the significant synergies identified are yet to be realized in the Company's Q3 2023 financial results.

The Company remains well-positioned as one of the largest indoor cultivators in the state as the challenging market conditions have resulted in various peers opting to not renew their outdoor cultivation permits and divest their California operations. Gold Flora expects that the positive impact of the changes that have been implemented and its recently completed Desert Hot Springs cultivation facility expansion will begin to take effect in the coming quarters as the Company works towards positive EBITDA, gross margin expansion, and generating free cash flow.

Q3 2023 Financial Results

in thousands	Q3 2023	Q3 2022	% Change
Total Revenue	$  31,960	$  16,420	95 %
Wholesale Revenue	$   3,717	$   2,270	64 %
Retail Revenue	$ 28,243	$ 14,150	100 %
Gross Profit	$  11,314	$  4,289	164 %
Gross Margin	35 %	26 %	*
Adjusted Gross Profit^(1)	$  18,087	$  6,099	197 %
Adjusted Gross Margin	57 %	37 %	*
Net Income (Loss)	$  22,958	$  (8,438)	*
Adjusted EBITDA	$  (1,715)	$  672	*

*  Information is not meaningful.

⁽¹⁾ Adjusting for depreciation & amortization, operating expense related to U.S. tax code 280E adjustments and non-recurring inventory adjustments

The Company's consolidated financial statements, as well as its accompanying management discussion and analysis of financial condition and results of operations ("MD&A") have been included in its Quarterly Report on Form 10-Q filed on EDGAR (www.sec.gov) as well as SEDAR (www.sedar.com). Please refer to Gold Flora Corporation's MD&A for additional detail and discussion on the Company's results from operations.

Conference Call
The Company will host a conference call to discuss the results on November 14, 2023 at 6:00 p.m. Eastern Time. A question-and-answer session will follow management's prepared remarks.

CONFERENCE CALL DETAILS
DATE:	Tuesday, November 14^th, 2023
TIME:	6:00 p.m. Eastern Time
WEBCAST:	Click Here
DIAL-IN NUMBER:	1 [phone] or 1 [phone]
CONFERENCE ID:	04745805
REPLAY:	1 [phone] or 1 [phone] Available until 12:00 midnight Eastern Time Tuesday, November 21, 2023 Replay Code: 745805 #

For more information on Gold Flora Corporation, visit: www.ir.goldflora.com.

About Gold Flora Corporation

Gold Flora Corporation is a female-led, vertically-integrated cannabis leader that owns and operates a robust portfolio of nine cannabis brands, which are sold through its 17 retail dispensaries and, through its Stately Distribution business, to retailers throughout California. Its retail operations include Airfield Supply Company, Caliva, Coastal, Calma, King's Crew, Varda, Deli, and Higher Level.

Gold Flora Corporation operates an indoor cultivation canopy of approximately 72,000 square feet across three facilities in its Desert Hot Springs campus. The Company can expand further adding approximately 240,000 square feet of canopy on already entitled additional acreage. Importantly this opportunity is unique and can be timed to meet market demand. The current 200,000 square-foot campus also houses the Company's manufacturing and extraction facilities, as well as Stately Distribution. The centralized location provides for optimal security and logistic benefits and protects the product as it moves though the Company's overall pipeline.

With hubs throughout the state, the Company distributes many prominent brands, including its own premium lines of Gold Flora, Caliva, Cruisers, Roll Bleezy, Sword & Stoned, Aviation Cannabis, Current, Jetfuel Cannabis, Mirayo by Santana and Monogram. Third party brands are increasingly contacting the Company in search of reliable input sources and established distribution.

References to information included on, or accessible through, websites and social media platforms do not constitute incorporation herein by reference of the information contained at or available through such websites or social media platforms, and the reader should not consider such information to be part of this press release.

For the latest news, activities, and media coverage, please visit www.goldflora.com.

Non-GAAP Financial Measures
This news release contains the non-GAAP financial measure "Adjusted EBITDA," and "Adjusted Gross Profit" which are not recognized under GAAP and do not have a standardized meaning prescribed by GAAP. As a result, these measures may not be comparable to similar measures presented by other companies. For a reconciliation of "Adjusted EBITDA" and "Adjusted Gross Profit" to the most directly comparable financial information presented in the Financial Statements in accordance with GAAP, see the section entitled "Reconciliation of Non-GAAP Measures" below.

Adjusted EBITDA

We believe Adjusted EBITDA is a useful measure to assess the performance of the Company as it provides more meaningful operating results by excluding the effects of expenses that are not reflective of our underlying business performance and other one-time or non-recurring expenses. We define "Adjusted EBITDA" as EBITDA adjusted to exclude extraordinary items, non-recurring items and, other non-cash items, including, but not limited to (i) share-based compensation expense, (ii) change in fair values of earn out liability, (iii) non-recurring legal and professional fees, human-resources, inventory and bad debt / collections-related expenses, (iv) intangible and goodwill impairments and loss on disposal of assets / debts, and (v) transaction costs related to merger and acquisition activities.

Adjusted Gross Profit

We believe Adjusted Gross Profit is a useful measure to assess the performance of the Company as it provides more meaningful operating results by excluding the effects of expenses that are not reflective of our underlying business performance.  We define "Adjusted Gross Profit" as Gross Profit adjusted to exclude operating expenses (including depreciation and amortization) related to U.S. tax code 280E adjustments and non-recurring inventory adjustments.

Reconciliation of Non-GAAP Measures

		Three Months Ended				Nine Months Ended
		September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Revenues		$      31,960,179		$       16,419,777		$       62,568,709		$       49,475,131
Cost of Goods Sold		20,646,157		12,130,431		43,268,725		38,017,000
Gross Profit		11,314,022		4,289,346		19,299,984		11,458,131
		35 %		26 %		31 %		23 %
Adjustments to Gross profit
Depreciation and Amortization		1,056,035		341,372		2,454,763		1,016,047
Operating Expenses related to 280E adjustments		5,717,144		1,468,129		8,848,706		3,634,068
Non-Reoccurring Inventory Adjustments		-		-		-		1,200,000
Adjusted Gross Profit		$        18,087,201		$          6,098,847		$        30,603,453		$        17,308,247
		57 %		37 %		49 %		35 %
Adjusted Gross Profit %
		Three Months Ended				Nine Months Ended
		September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Net Income (Loss)		$       22,958,253		$      (8,437,679)		$           (488,342)		$      (26,389,562)
Interest Expense		6,831,947		5,684,408		16,373,265		15,144,412
Taxes		6,806,747		1,343,514		8,320,741		3,354,711
Depreciation and Amortization		5,465,009		2,033,736		10,197,104		5,967,319
EBITDA		$        42,061,956		$             623,979		$        34,402,768		$         (1,923,120)
Addback for Adjusted EBITDA
Noncash Operating Lease Expense		333,500		(65,079)		625,373		(79,545)
Change in Fair Value of Earnout Liability		-		-		4,375,000		-
Loss on Extinguishment of Debt		1,440,207		-		1,440,207		-
Gain on Bargain Purchase		(49,025,606)		-		(49,025,606)		-
Share-Based Compensation		468,920		47,059		566,991		357,253
Bad Debt Expense		4,125		4,168		327,522		30,645
Transaction Fees and Legal Fees		2,634,434		62,007		4,180,208		464,392
Transaction Related Expenses		367,748		-		367,748		-
Non-Reocurring Inventory Adjustments		-		-		-		1,200,000
Adjusted EBITDA		$         (1,714,716)		$             672,134		$         (2,739,789)		$               49,625

Forward Looking Statements

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, estimates and beliefs, and may include statements regarding Gold Flora's expected financial condition and performance, the current and projected market, and growth opportunities for the company. Words such as "expects," "continue," "will," "anticipates," and "intends," or similar expressions, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward–looking statements are based on Gold Flora's current projections and expectations about future events and financial trends that it believes might affect its financial condition, results of operations, prospects, business strategy and financial needs, and on certain assumptions and analysis made by it in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it 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 to be materially different from future events, results, performance, and achievements expressed or implied by forward looking information and statements herein. Although Gold Flora 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, Gold Flora does not assume any obligation to update or revise any forward-looking information or statements contained 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.

SOURCE Gold Flora Corporation

Investor Contact: [email protected]