Pennyfool
9 months ago
Columbia Care Announces Corporate Actions to Accelerate Operational Efficiencies and Cash Flow Generation
NEW YORK, July 31, 2023--(BUSINESS WIRE)--Columbia Care Inc. (NEO: CCHW) (CSE: CCHW) (OTCQX: CCHWF) (FSE: 3LP) ("Columbia Care" or the "Company"), one of the largest and most experienced cultivators, manufacturers and retailers of cannabis products in the U.S., today provided additional corporate updates following on the separate announcement earlier today.
"Over the past 16 months, we have implemented important changes to Columbia Care that have resulted in a stronger and more efficient company. We have an outstanding portfolio of scaled markets – one of the best in the industry – with key states like New York and Maryland having recently transitioned to adult use, Delaware poised to transition to adult use, and additional retail locations in growth markets such as New Jersey and Virginia under development, all of which should fuel continued topline growth opportunities and facilitate the rollout of our national retail brand, Cannabist, as well as our portfolio of category-leading product brands. In addition, we have taken steps to enhance our liquidity position, reduce interest expense, extend debt maturities, and have continued to reduce costs at the corporate level to enhance profitability. Including the impact of the organizational changes announced today and the recent integration of Green Leaf Medical, LLC, since December 2022, we have eliminated over $38 million, net, in annual expense, while also improving our organizational design to accelerate decision-making and leverage our scale in markets more effectively. This also sets the stage for the execution of our capital markets strategy and enables us to proactively manage our balance sheet. Over the next 12 months, we intend to launch a number of initiatives to further our goals of ongoing margin improvement, free cash flow generation, driving shareholder value and profitably capturing additional market share across the country," said Nicholas Vita, CEO of Columbia Care.
Vita continued, "With the uncertainty of the past 16 months behind us, along with the enthusiasm and energy that accompanies moments of renewal, our team welcomes the next stage of Columbia Care’s growth and expansion. In spite of the challenges we have faced, the team has remained committed to the success of our Company and, as is obvious from the pace of activity, has been engaged at all levels, actively preparing for the future. We are excited to show our stakeholders, communities and one another what we are capable of, and I am grateful to all of my colleagues for keeping our mission and values at the forefront of everything we do."
Business Update
The following capital markets and operational initiatives are intended to drive shareholder value, improve profitability, accelerate the reduction of debt and interest expense, and improve free cash flow:
The Company has received commitments from several of its largest holders of its 13% senior secured notes due May 2024 (the "2024 notes") to exchange into the Company’s 9.5% senior secured notes due February 2026, on a one-for-one basis. The Company is in ongoing discussions with a limited group of additional bondholders to exchange more 2024 notes under the same structure. These private exchange agreements will meaningfully reduce the amount of the $38.2 million principal of notes due in May 2024, reduce the cash interest cost for the exchanged notes by 350 basis points, and extend the maturity of the converted notes to February 2026. More details will be provided upon closing of the exchange which will be in the third quarter. The Company intends to pursue additional alternatives to reduce debt, reduce interest expense and extend maturities. In that vein, Columbia Care has been contacted by several of the largest debtholders in addition to those holders of the 2024 notes that have already committed to the ongoing exchange, in order to facilitate the Company’s balance sheet enhancement efforts.
Columbia Care has completed the final phase of its previously announced corporate restructuring plan and expects to realize an additional net benefit to EBITDA of approximately $950,000 in 2023 and approximately $3.8 million in 2024. The primary source of the additional savings is a 52-person headcount reduction, primarily from gLeaf corporate redundancy, as well as facility rightsizing and dispositions. These operational improvements are expected to be cash flow positive in 2023 and 2024.
Following the announcement of the first stage of non-core/underperforming asset sales in Missouri, the Company announced today that it has closed on the sale of its Downtown Los Angeles facility, consisting of a single dispensary and approximately 36,000 square feet of cultivation capacity. Gross proceeds are approximately $9 million, and the Company expects to net $3 million after taxes and the repayment of the outstanding mortgage. This sale will not only add to the Company’s cash balance but will also reduce overall debt and make permanent a net reduction in annual operating costs of more than $8.5 million for Columbia Care operations in California. All asset sale proceeds are being prioritized for debt reduction.
Based on advanced discussions the Company is having with a U.S. senior exchange, Columbia Care is announcing that it will consolidate its equity trading activity onto the Cboe Canada, the new business name of the NEO Exchange. In connection with this corporate action, Columbia Care is submitting a request to voluntarily delist its securities from its secondary, venture exchange, the Canadian Securities Exchange (the "CSE"). The effective date of the CSE delisting will be made public when confirmed and is subject to the CSE’s approval. Cboe Canada will remain the Company’s primary exchange, as it has been since the Company’s initial public listing. As one of two U.S. multistate cannabis operators listed on a senior exchange, the Company remains committed to maintaining its unique access to institutional investors, including inclusion in MSCI1 equity index benchmarks and their corresponding investors. Focusing trading activity on a single, senior exchange will allow for a more orderly closing price formation and greater transparency for the company and investors. As part of the process to complete an uplisting to a senior U.S. exchange and enhance investor flexibility, based on several factors including uplisting timing, market conditions and normalized trading dynamics, the company intends to pursue a share consolidation, to satisfy margin eligibility or initial listing requirements. The Company already reports in U.S. GAAP and is an SEC registrant in good standing.
Finally, the Company also announced two senior leadership changes. Effective today, Columbia Care has named David Hart as President & Chief Operating Officer and Jesse Channon as Chief Commercial Officer. Mr. Hart will continue to oversee all revenue-driving functions and Mr. Channon, formerly Chief Growth Officer, will oversee retail, wholesale, technology innovation, marketing, and communications.
Over the next several quarters, Columbia Care looks forward to sharing additional updates to highlight the impact of operational improvements as well as those changes we intend to implement to enhance profitability, beginning with our second quarter earnings release on August 14.
Conference Call and Webcast Details
The Company will host a conference call today, July 31, 2023 at 9:00 a.m. ET to discuss the announcement.
To access the live conference call via telephone, participants must pre-register at https://register.vevent.com/register/BId3571a1adc1d4132bae86dd53b2ae85c. After registering, instructions will be shared on how to join the call for those who wish to dial in. A live audio webcast of the call will also be available in the Investor Relations section of the Company's website at https://investors.columbia.care/ or at https://edge.media-server.com/mmc/p/poyxfkhh.
A replay of the audio webcast will be available in the Investor Relations section of the Company’s website approximately 2 hours after completion of the call and will be archived for 30 days.
Pennyfool
9 months ago
Mon, July 31, 2023 at 7:21 AM CDT
CHICAGO, July 31, 2023--(BUSINESS WIRE)--Cresco Labs (CSE:CL) (OTCQX:CRLBF) (FSE: 6CQ) ("Cresco" or "the Company") and Columbia Care (NEO:CCHW) (CSE:CCHW) (OTCQX:CCHWF) ("Columbia Care") today announced a mutual agreement, dated July 30, 2023, to amicably terminate the definitive arrangement agreement dated March 23, 2022, as amended on February 27, 2023, pursuant to which Cresco agreed to acquire all of the issued and outstanding shares of Columbia Care (the "Transaction"). There are no penalties or fees related to the mutual agreement to terminate the Transaction.
"In light of the evolving landscape in the cannabis industry, we believe the decision to terminate the planned transaction is in the long-term interest of Cresco Labs and our shareholders. We want to express our sincere gratitude to Columbia Care for their valuable collaboration and dedication during this transaction," said Charles Bachtell, CEO and Co-founder of Cresco Labs.
He continued, "Moving forward, we remain committed to our Year of the Core strategy, which involves the swift restructuring of low-margin operations, improving competitiveness and driving efficiencies in markets where we maintain leading market share, and scaling operations to prepare for growth catalysts in emerging markets. A strong core will enable us to take advantage of the margin accretive, growth opportunities we foresee within this tough economic time for the cannabis industry. While this is not the outcome we originally hoped for, we are confident Cresco Labs is in a stronger position moving forward."
"After careful consideration, we are confident in the mutual decision to move forward as separate, standalone companies. This is the best path forward for Columbia Care’s employees, customers, and shareholders. We are thankful for the collaboration and partnership with the Cresco team throughout this extensive process," said Nicholas Vita, CEO and Co-founder of Columbia Care. "Over the last 16 months we have reviewed every aspect of our business, remained decisive and have made substantive changes that significantly improved our operations — positioning us with significant strategic and operational strength at this inflection point in the company’s history. We are looking forward to realizing the benefits of these changes as well as focusing on the opportunities in our outstanding footprint in markets with embedded upside; diversified portfolio of brands; our award-winning national retail brand, The Cannabist; recently implemented operational and organizational efficiencies; proactive balance sheet management activities; and meaningful equity capital markets initiatives that will propel Columbia Care into one of the most profitable and resilient companies in the industry over the next several years."
As an additional update, the definitive agreements dated November 4, 2022, to divest certain New York, Illinois and Massachusetts assets of Cresco and Columbia Care to an entity owned and controlled by Sean "Diddy" Combs have also been terminated, effective July 28, 2023.
GE_Jim
2 years ago
Additional Proxy Soliciting Materials (definitive) (defa14a)
June 29 2022 - 04:21PM
Edgar (US Regulatory)
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ?
Filed by a Party other than the Registrant ?
Check the appropriate box:
?
Preliminary Proxy Statement
?
Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
?
Definitive Proxy Statement
?
Definitive Additional Materials
?
Soliciting Material Pursuant to §240.14a-12
COLUMBIA CARE INC.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person (s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
LOGO
Leading Independent Advisory Firm ISS Recommends Columbia Care
Shareholders Vote FOR the Transaction with Cresco Labs
NEW YORK, N.Y., June X, 2022 – Columbia Care Inc. (NEO: CCHW) (CSE: CCHW) (OTCQX: CCHWF) (FSE: 3LP) (“Columbia Care” or the “Company”), one of the largest and most experienced cultivators, manufacturers and providers of cannabis products in the U.S., today announced that leading independent firm Institutional Shareholder Services (“ISS”) has recommended that shareholders vote “FOR” the previously announced transaction with Cresco Labs (“Cresco”) at the Company’s upcoming Special Meeting of Shareholders (the “Special Meeting”) scheduled for July 8, 2022.
“We are pleased that ISS supports our Board’s unanimous recommendation that shareholders vote ‘FOR’ the transaction with Cresco,” said Nicholas Vita, Co-Founder, CEO of Columbia Care. “We look forward to our shareholder vote and delivering on the value of this combination for all stakeholders. We’re grateful to our employees and team members who have remained focused on serving our patients and customers, working diligently to execute on our strategic priorities.”
Columbia Care Special Meeting of Shareholders
The Special Meeting is scheduled for July 8, 2022 at 10:00 AM EST. All shareholders as of record date May 10, 2022 are entitled to vote at the Special Meeting.
The proposed Arrangement Agreement has been unanimously approved by Columbia Care’s Board of Directors and by a special committee of independent directors of Columbia Care, which was appointed by the Columbia Care Board of Directors. The Columbia Care Board of Directors unanimously recommends that shareholders vote FOR the Arrangement.
Columbia Care shareholders that have any questions or need assistance in voting their shares should contact the Company’s proxy solicitation agent, Morrow Sodali, at 1-888-999-2785 toll free in North America, or call collect outside North America at 1-289-695-3075 or by email at assistance@morrowsodali.com.
Investors are strongly encouraged to read the proxy materials that were filed with the United States Securities and Exchange Commission (the “SEC”) and on SEDAR before authorizing a proxy to vote, including the section in the Management Information Circular dated June 6, 2022 (the “Circular”) entitled “Risk Factors”.
About Columbia Care
Columbia Care is one of the largest and most experienced cultivators, manufacturers and providers of cannabis products and related services, with licenses in 18 U.S. jurisdictions and the EU. Columbia Care operates 131 facilities including 99 dispensaries and 32 cultivation and manufacturing facilities, including those under development. Columbia Care is one of the original multi-state providers of medical cannabis in the U.S. and now delivers industry-leading products and services to both the medical and adult-use markets. In 2021, the company launched Cannabist, its new retail brand, creating a national dispensary network that leverages proprietary technology platforms. The company offers products spanning flower, edibles, oils and tablets, and manufactures popular brands including Seed & Strain, Triple Seven, gLeaf, Classix, Press, Amber and Platinum Label CBD. For more information on Columbia Care, please visit www.col-care.com.
LOGO
Additional Information and Where to Find It
In connection with the proposed transaction, Columbia Care has filed the Circular containing important information about the proposed transaction and related matters. Additionally, Columbia Care and Cresco will file other relevant materials in connection with the proposed transaction with applicable securities regulatory authorities. Investors and security holders of Columbia Care are urged to carefully read the entire Circular (including any amendments or supplements to such documents when such documents become available) before making any voting decision with respect to the proposed transaction, as it contains important information about the proposed transaction and the parties to the transaction.
Investors and security holders of Columbia Care may obtain a free copy of the Circular, as well as other relevant filings containing information about Columbia Care and the proposed transaction, without charge, at the SEC’s website (www.sec.gov) or from Columbia Care by going to Columbia Care’s Investor Relations page on its website, under Events, at https://investors.columbia.care/ .
Participants in the Solicitation
Columbia Care and certain of its respective directors, executive officers and employees may be deemed to be participants in the solicitation of Columbia Care proxies in respect of the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Columbia Care shareholders in connection with the proposed transaction are set forth in the Circular for the proposed transaction. Other information regarding the participants in the Columbia Care proxy solicitation and a description of their direct and indirect interests in the proposed transaction, by security holdings or otherwise, are also contained in the Circular and other relevant materials to be filed with the SEC in connection with the proposed transaction. Copies of these documents may be obtained, free of charge, from the SEC or Columbia Care as described in the preceding paragraph.
GE_Jim
2 years ago
--Full Year 2021 U.S. GAAP Results Include Record Revenue of $460 Million and Record Adjusted EBITDA of $58 Million (Non-GAAP Measure)
--Record Quarterly Revenue of $139 Million, an Increase of 70% YoY, 5% Sequentially
--Full Year 2021 Combined Revenue of $474 Million and Combined Adjusted EBITDA of $85 Million; Both Company Records and In-Line with Previously Communicated IFRS Guidance
--Company Issues 2022 Guidance of $625M - $675M Revenue, $120M - $135M Adjusted EBITDA, in U.S. GAAP
Columbia Care Inc. (NEO: CCHW) (CSE: CCHW) (OTCQX: CCHWF) (FSE: 3LP) ("Columbia Care" or the "Company") today reported financial and operating results for the fourth quarter ended December 31, 2021. All financial information presented in this release is in U.S. GAAP and in thousands of U.S. dollars, unless otherwise noted, and comparisons to prior quarter and prior year are made on an as-converted basis under U.S. GAAP, unless otherwise noted.
"We are pleased to report record results for the full year and fourth quarter of 2021, in what was a truly transformational year for Columbia Care," said Nicholas Vita, CEO of Columbia Care. "In 2021, organic growth across our diversified portfolio and the integration of several major acquisitions drove full year revenue increase of 156% over the prior year. As we build scale and operationalize new markets, Adjusted EBITDA (non-GAAP measure) has improved 220% over fourth quarter 2020. We have also evolved as a company through our launch of the Cannabist retail experience and our own suite of product brands. Innovative technologies like Forage allow us to engage with and understand our patients and consumers better than ever before."
Vita continued, "As we look ahead to the remainder of 2022, there are remarkable catalysts on the horizon, including adult use sales in New Jersey and growth in the medical programs in New York and Virginia. We will continue to roll out our award-winning Cannabist retail experience as we open new locations and will bring our house of brands to our strategic national footprint throughout 2022, providing consistent quality that patients and consumers demand. We've made tremendous operational improvements that are driving efficiencies in new and maturing markets. I am confident that our team will continue to demonstrate our successful strategies as we execute in 2022 and beyond."
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