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      SCHWAZZE ANNOUNCES SECOND QUARTER RESULTS


      News provided by

      Schwazze

      11 Aug, 2022, 20:30 GMT

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      OTCQX: SHWZ
      NEO: SHWZ

      Record Quarterly Revenue and Adjusted EBITDA

      Revenue Increases 44% to $44.3 Million Compared to $30.7 Million in Q2 2021

      Adjusted EBITDA of $15 Million, 33.9% of Revenue

      Revised Guidance Driven by Short-Term, Challenging Colorado Market Conditions
      Q4 2022 Projected Revenue Annualized Run Rate: $175 Million - $200 Million
      Q4 2022 Projected Adjusted EBITDA Annualized Run Rate: $60 Million - $72 Million

      Conference Call & Webcast Scheduled for Today – 5:00 pm EDT

      DENVER, Aug. 11, 2022 /PRNewswire/ -- Schwazze, (OTCQX: SHWZ) (NEO: SHWZ) ("Schwazze" or the "Company"), today announced financial results for the second quarter ended June 30, 2022 ("Q2 2022").

      Q2 2022 Financial Summary:

      • Revenues of $44.3 million increased 44% compared to $30.7 million in second quarter ended June 30, 2021 ("Q2 2021")
      • Retail sales were $38.1 million up 77% when compared to Q2 2021
      • Gross Margin of $25.2 million was up 69% compared to $14.9 million in Q2 2021, this quarter was affected by $0.2M in purchase accounting
      • Net Income was $33.8 million compared to a Net Income of $4.4 million for the same period last year
      • Adjusted EBITDA of $15 million was 33.9% of revenue, compared to $10 million for the same period last year
      • Colorado two year stacked IDs for Q2 2022 compared to Q2 2021 and Q2 2020 for same store sales(1) were 1.8% and one year IDs(1) were (12.7%) comparing Q2 2022 to Q2 2021
        • Average basket size (1) for Q2 2022 was $59.98 down 4.1% compared to Q2 2021
        • Recorded customer visits (1) for Q2 2022 totaled 444,771 down 8.9%, compared to Q2 2021
      • New Mexico two year stacked IDs for Q2 2022 compared to Q2 2021 and Q2 2020 for same store sales(1) were 41.0% and one year IDs(1) were 30.4% comparing Q2 2022 to Q2 2021
        • Average basket size (1) for Q2 2022 was $54.56 down 12.7% compared to Q2 2021
        • Recorded customer visits (1) for Q2 2022 totaled 209,591 up 49.4%, compared to Q2 2021

      Accomplishments
      Since December 2021, Schwazze has closed acquisitions adding 15 cannabis dispensaries, 10 in New Mexico and five in Colorado as well as four cultivation facilities in New Mexico and one in Colorado and one manufacturing asset in New Mexico.

      • Closed Acquisition of Urban Health & Wellness Assets
      • Listed Common Stock on the NEO Exchange
      • Closed Acquisition of Brow 2 LLC Assets
      • Closed Acquisition of Emerald Fields
      • Added President of New Mexico Division
      • Closed New Mexico Acquisition, Becoming a Regionally Focused MSO
      • Added to Key Senior Leadership Team
      • Closed Acquisition of Drift Assets

      Justin Dye, Chairman and CEO of Schwazze stated, "Similar to the rest of the country, the cannabis industry in Colorado is also experiencing a slowdown in growth compared to the last couple of years. Schwazze, however, is demonstrating that our regional strategy, built on a customer first approach, developing significant scale, building brands and leveraging data analytics and technology is not only sound but gaining momentum as demonstrated by revenue and unit sales growth, customer loyalty and by once again outpacing the legacy market growth by approximately 12%.  We believe this model will travel well to other states as we find attractive opportunities. Despite share price weakness driven by broader market influences, we remain bullish on our business and have conviction that as Schwazze continues to deliver superior operating results that our shareholders will be rewarded."

      Justin continued, "As we look to the future, we expect continued growth in Colorado and New Mexico through both organic and inorganic means. Our operations continue to mature and gain momentum, and we firmly believe that we are winning in our markets. Our team will continue to focus on growing profitably and generating cash flow from operations.  When positive federal legislation is passed, Schwazze will be well-positioned as a market leader to take advantage of banking services and institutional investment."

      Q2 2022 Revenue
      Revenues for the three months ended June 30, 2022, totaled $44.3 million, including (i) retail sales of $38.1 million (ii) wholesale sales of $6.1 million and (iii) other operating revenues of $43,750, compared to revenues of $30.7 million, including (i) retail sales of $21.5 million, (ii) wholesale of $9.2 million, and (iii) other operating revenues of $16,844 during the three months ended June 30, 2021, representing an increase of $13.5 million or 44%. This increase was due to increased sale of our products as well as execution of our growth through acquisition initiatives. In the second quarter of 2022, the Company acquired one additional retail dispensary, which generated additional retail revenue. Additionally, recreational marijuana sales became legal in New Mexico in April 2022, which increased sales volume and revenues in New Mexico. Wholesale revenues in Colorado decreased due to increased cultivation capacity in the state resulting in an over-supply of wholesale cannabis materials.

      Cost of goods and services for the three months ended June 30, 2022, totaled $19.1 million compared to cost of services of $15.8 million during the three months ended June 30, 2021, representing an increase of $3.3 million or 21%. The increase in cost of goods is driven by the increase in revenue, however not at the same rate. In the quarter, the Company experienced a reduction in costs driven by vertical integration and third-party price negotiations.

      Gross profit increased to $25.2 million for Q2 2022 compared to $14.9 million during the same period in 2021. Gross profit margin increased as a percentage of revenue from 48.5% to 56.8%, and net of purchase accounting, the gross margin increased to 57.4%.  This positive result, net of purchase accounting continues to reflect our consolidated purchasing approach, the implementation of our retail playbook, and vertical product sales in New Mexico.

      Operating expenses for the three months ended June 30, 2022, totaled $16.1 million, compared to operating expenses of $10.5 million during the three months ended June 30, 2021, representing an increase of $5.6 million or 54%. This increase is due to increased selling, general and administrative expenses, professional service fees, salaries, benefits, and related employment costs driven by growth from acquisitions.

      Other income for the three months ended June 30, 2022, totaled $29.2 million compared to $0.2 million during the three months ended June 30, 2021, representing an increase in income of $29 million or 18,435%. The increase in other income is due to the revaluation of the derivative liability related to the Investor Notes, offset by higher interest payments.

      The Company generated net income for the three months ended June 30, 2022, of $33.8 million, compared to net income of $4.4 million for the three months ended June 30, 2021.

      Adjusted EBITDA for Q2 2022 was $15 million representing 33.9% of revenue, compared to $10 million and 32.6% of revenue for the same period last year. This is derived from Operating Income and adjusting one-time expenses, merger and acquisition and capital raising costs, non-cash related compensation costs, and depreciation and amortization. See the financial table for Adjusted EBITDA below adjustment for details. 

      For six months ending June 30, 2022, the Company used cash for operations of ($8.0) million compared to generating cash of $1.4 million for the same period in 2021.  The Company has cash and cash equivalents of $33.9 million at the end of Q2 2022. 

      Nancy Huber, CFO for Schwazze commented, "During Q2 we focused on completing integration of our acquisitions and made sure that we used our resources effectively. We are focused on reducing operating and SG&A expenses and judiciously investing growth capital to ensure adequate liquidity and profitability despite difficult market conditions in Colorado, which we believe to be transitory and temporary. Our balance sheet remains strong, and we have ample liquidity.  We are focused on delivering positive cash flow net of acquisition costs for the year while driving organic growth and making smart acquisitions."

      2022 Guidance

      The Company has revised its guidance for a fourth-quarter 2022 (Q4 2022) annualized run rate, which excludes transactions that are announced but not closed.  Q4 2022 revenue annualized run rate is projected to be $175 million to $200 million, and the Q4 2022 adjusted EBITDA annualized run rate is projected to be from $60 million to $72 million.  

      NOTES:

      (1)  Schwazze did not own all the assets and entities in part of 2021, 2020 and 2019 and is using unaudited numbers for this comparison.


      Adjusted EBITDA represents income (loss) from operations, as reported, before tax, adjusted to exclude non-recurring items, other non-cash items, including stock-based compensation expense, depreciation, and amortization, and further adjusted to remove acquisition and capital raise related costs, and other one-time expenses, such as severance, retention, and employee relocation. The Company uses adjusted EBITDA as it believes it better explains the results of its core business. The Company has not reconciled guidance for adjusted EBITDA to the corresponding GAAP financial measure because it cannot provide guidance for the various reconciling items. The Company is unable to provide guidance for these reconciling items because it cannot determine their probable significance, as certain items are outside of its control and cannot be reasonably predicted. Accordingly, a reconciliation to the corresponding GAAP financial measure is not available without unreasonable effort.

      Webcast – August 11, 2022 – 5:00 PM EDT
      Investors and stakeholders may participate in the conference call by dialing 416 764 8650 or by dialing North American toll free 1-888-664-6383 or listen to the webcast from the Company's website at https://ir.schwazze.com The webcast will be available on the Company's website and on replay until August 18, 2022, and may be accessed by dialing 1-888-390-0541 / # 575833

      Following their prepared remarks, Chief Executive Officer, Justin Dye and Chief Financial Officer, Nancy Huber will answer investor questions. Investors may submit questions in advance or during the conference call itself through the weblink: https://app.webinar.net/lwXbZbBZmKN  This weblink has been posted to the Company's website and will be archived on the website. All Company SEC filings can also be accessed on the Company website at https://ir.schwazze.com/sec-filings

      About Schwazze
      Schwazze (OTCQX: SHWZ, NEO: SHWZ) is building a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico and will continue to take its operating system to other states where it can develop a differentiated regional leadership position. Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale. The Company is committed to unlocking the full potential of the cannabis plant to improve the human condition. Schwazze is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes. The Company's leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as well as in the cannabis sector. Schwazze is passionate about making a difference in our communities, promoting diversity and inclusion, and doing our part to incorporate climate-conscious practices. Medicine Man Technologies, Inc. was Schwazze's former operating trade name. The corporate entity continues to be named Medicine Man Technologies, Inc. Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth.

      Forward-Looking Statements
      Such forward-looking statements may be preceded by the words "plan," "will," "may," "continue," "anticipate," "become," "build," "develop," "expect," "believe," "poised," "project," "approximate," "could," "potential," or similar expressions as they relate to Schwazze. Forward-looking statements include the guidance provided regarding the Company's Q4 2022 performance and annual capital spending. Forward-looking statements are not guarantees of future events or performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company's control and cannot be predicted or quantified. Consequently, actual events and results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; (v) difficulties in securing regulatory approval to market our products and product candidates; (vi) our ability to successfully execute our growth strategy in Colorado and New Mexico and outside the states, (vii) our ability to identify and consummate future acquisitions that meet our criteria, (viii) our ability to successfully integrate acquired businesses and realize synergies therefrom, (ix) the ongoing COVID-19 pandemic, (x) the timing and extent of governmental stimulus programs, (xi) the uncertainty in the application of federal, state and local laws to our business, and any changes in such laws, and (xii) our ability to achieve the target metrics, including our annualized revenue and EBIDTA run rates set out in our Q4 2022 guidance. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's filings with the Securities and Exchange Commission (SEC), including the Company's Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC's website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise except as required by law.

      MEDICINE MAN TECHNOLOGIES, INC.
      CONSOLIDATED BALANCE SHEETS
      For the Three Months ended June 30, 2022 and 2021
      Expressed in U.S. Dollars



      June 30,



      December 31,




      2022



      2021





      (Unaudited)




      (Audited)


      ASSETS









      Current assets









      Cash and cash equivalents


      $

      33,862,423



      $

      106,400,216


      Accounts receivable, net of allowance for doubtful accounts



      5,753,621




      3,866,828


      Inventory



      19,375,341




      11,121,997


      Note receivable - current, net



      71,667




      –


      Prepaid expenses and other current assets



      7,743,112




      2,523,214


      Total current assets



      66,806,164




      123,912,255


      Non-current assets









      Fixed assets, net accumulated depreciation of $3,212,679 and $1,988,973, respectively



      20,955,604




      10,253,226


      Goodwill



      107,969,018




      43,316,267


      Intangible assets, net accumulated amortization of $11,930,443 and $7,652,750, respectively



      105,427,462




      97,582,330


      Marketable securities, net of unrealized loss of $13,813 and gain of $216,771, respectively



      479,741




      493,553


      Note receivable – noncurrent, net



      –




      143,333


      Accounts receivable – litigation



      290,648




      303,086


      Other noncurrent assets



      1,464,163




      514,962


      Operating lease right of use assets



      14,755,181




      8,511,780


      Total non-current assets



      251,341,817




      161,118,537


      Total assets


      $

      318,147,981



      $

      285,030,792











      LIABILITIES AND STOCKHOLDERS' DEFICIT









      Current liabilities









      Accounts payable


      $

      3,222,956



      $

      2,548,885


      Accounts payable - related party



      73,387




      36,820


      Accrued expenses



      8,966,821




      5,592,222


      Derivative liabilities



      11,634,721




      34,923,013


      Notes payable - related party



      –




      134,498


      Lease liabilities – current



      3,795,776




      –


      Income taxes payable



      863,971




      2,027,741


      Total current liabilities



      28,557,632




      45,263,179


      Long term debt



      121,080,876




      97,482,468


      Lease liabilities



      11,532,286




      8,715,480


      Total long-term liabilities



      132,613,162




      106,197,948


      Total liabilities



      161,170,794




      151,461,127











      Stockholders' equity









      Common stock, $0.001 par value. 250,000,000 shares authorized; 55,995,681 shares issued and 54,446,575 shares outstanding at June 30, 2022 and 45,484,314 shares issued and 44,745,870 shares outstanding as of December 31, 2021.



      55,996




      45,485


      Preferred stock, $0.001 par value. 10,000,000 shares authorized; 86,994 shares issued and 82,594 outstanding at June 30, 2022 and December 31, 2021.



      87




      87


      Additional paid-in capital



      179,623,469




      162,815,097


      Accumulated deficit



      (20,711,687)




      (27,773,968)


      Common stock held in treasury, at cost, 886,459 shares held as of June 30, 2022 and 517,044 shares held as of December 31, 2021



      (1,990,678)




      (1,517,036)


      Total stockholders' equity



      156,977,187




      133,569,665


      Total liabilities and stockholders' equity


      $

      318,147,981



      $

      285,030,792



      See accompanying notes to the financial statements

      MEDICINE MAN TECHNOLOGIES, INC.
      CONSOLDIATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)
      For the Three Months ended June 30, 2022 and 2021
      Expressed in U.S. Dollars



      For the Three Months Ended



      For the Six Months Ended




      June 30,



      June 30,




      2022



      2021



      2022



      2021




      (Unaudited)



      (Unaudited)



      (Unaudited)



      (Unaudited)


      Operating revenues

















      Retail


      $

      38,138,799



      $

      21,525,816



      $

      64,664,515



      $

      33,342,016


      Wholesale



      6,080,843




      9,186,181




      11,288,231




      16,632,445


      Other



      43,750




      16,844




      88,200




      94,494


      Total revenue



      44,263,392




      30,728,841




      76,040,946




      50,068,955


      Cost of goods and services

















      Total cost of goods and services



      19,106,944




      15,826,341




      39,946,995




      27,913,451


      Gross profit



      25,156,448




      14,902,500




      36,093,951




      22,155,504


      Operating expenses

















      Selling, general and administrative expenses



      6,666,044




      4,797,495




      13,521,755




      7,987,134


      Professional services



      1,516,544




      1,519,016




      4,101,016




      3,714,124


      Salaries



      7,240,368




      2,992,055




      12,537,145




      4,861,413


      Stock based compensation



      697,842




      1,153,018




      1,688,925




      2,636,824


      Total operating expenses



      16,120,798




      10,461,584




      31,848,841




      19,199,495


      Income (loss) from operations



      9,035,650




      4,440,916




      4,245,110




      2,956,009


      Other income (expense)

















      Interest  income (expense), net



      (7,489,205)




      (1,713,770)




      (14,791,459)




      (2,675,053)


      Unrealized gain (loss) on derivative liabilities



      36,705,764




      1,864,741




      23,288,292




      610,927


      Other income (expense)



      –




      –




      7




      –


      Gain (loss) on sale of assets



      –




      –




      –




      292,479


      Unrealized  gain (loss) on investments



      (5,264)




      6,627




      (13,813)




      221,257


      Total other income (expense)



      29,211,295




      157,598




      8,483,027




      (1,550,390)


      Provision for income taxes (benefit)



      4,405,962




      228,474




      5,665,856




      685,088


      Net income (loss)


      $

      33,840,983



      $

      4,370,040



      $

      7,062,281



      $

      720,531



















      Less: Accumulated preferred stock dividends for the period



      (1,766,575)




      –




      (3,510,019)




      –


      Net income (loss) attributable to common stockholders


      $

      32,074,408



      $

      4,370,040



      $

      3,552,262



      $

      720,531



















      Earnings (loss) per share attributable to common shareholders

















      Basic earnings (loss) per share


      $

      0.65



      $

      0.10



      $

      0.07



      $

      0.02


      Diluted earnings (loss) per share


      $

      0.24



      $

      0.08



      $

      0.03



      $

      0.01


      Weighted average number of shares outstanding - basic



      49,178,494




      42,332,144




      49,178,494




      42,286,168


      Weighted average number of shares outstanding - diluted



      133,481,667




      53,975,521




      133,481,667




      53,886,727



















      Comprehensive income (loss)


      $

      33,840,983



      $

      4,370,040



      $

      7,062,281



      $

      720,531



      See
       accompanying notes to the financial statements

      MEDICINE MAN TECHNOLOGIES, INC.
      STATEMENT OF CASH FLOWS (UNAUDITED)
      For the Three Months ended June 30, 2022, and 2021
      Expressed in U.S. Dollars



      For the Six Months Ended




      June 30,




      2022



      2021


      Cash flows from operating activities









      Net income (loss) for the period



      7,062,281




      720,531


      Adjustments to reconcile net income to cash used in operating activities









      Depreciation and amortization



      5,501,399




      4,807,147


      Gain on change in derivative liabilities



      (23,288,292)




      (610,927)


      Loss (gain) on investment, net



      13,813




      (221,257)


      Loss (gain) on sale of asset



      –




      (292,479)


      Stock based compensation



      1,474,380




      2,636,824


      Changes in operating assets and liabilities (net of acquired amounts):









      Accounts receivable



      (1,677,476)




      (1,854,067)


      Inventory



      3,903,984




      (3,368,807)


      Prepaid expenses and other current assets



      (1,458,786)




      (1,250,938)


      Other assets



      (946,701)




      (367,593)


      Operating leases right of use assets and liabilities



      369,181




      77,444


      Accounts payable and other liabilities



      2,248,013




      1,169,537


      Deferred Revenue



      –




      (50,000)


      Income taxes payable



      (1,163,770)




      –


      Net cash  provided by (used in) operating activities



      (7,961,974)




      1,395,416











      Cash flows from investing activities:









      Cash consideration for acquisition of business



      (95,903,316)




      (66,082,072)


      Purchase of fixed assets



      (7,004,445)




      (1,203,180)


      Issuance of notes receivable



      –




      181,911


      Purchase of intangible assets



      (2,825)




      (29,580)


      Net cash used in investing activities



      (102,910,586)




      (67,132,921)











      Cash flows from financing activities:









      Proceeds from issuance of debt



      19,165,362




      40,348,241


      Debt issuance and discount costs



      4,433,042




      –


      Repayment of notes payable



      –




      (5,000,000)


      Proceeds from issuance of common stock, net of issuance costs



      14,736,363




      50,282,798


      Net cash provided by financing activities



      38,334,767




      85,631,039











      Net increase (decrease) in cash and cash equivalents



      (72,537,793)




      19,893,534


      Cash and cash equivalents at beginning of period



      106,400,216




      1,237,235


      Cash and cash equivalents at end of period


      $

      33,862,423



      $

      21,130,769











      Supplemental disclosure of cash flow information:









      Cash paid for interest


      $

      9,004,575



      $

      2,131,495


      Cash paid for income taxes



      6,840,000




      –











      Supplemental disclosure of non-cash investing and financing activities:









      Common stock issued in connection with acquisitions



      9,900,506




      –


      Issuance of common stock



      379,146




      –


      Return of common stock



      551,875




      –



      See
       accompanying notes to the financial statements

      MEDICINE MAN TECHNOLOGIES, INC.
      Adjusted EBITDA Reconciliation
      Non-GAAP measurement
       (UNAUDITED)


      Three Months Ended


      Six Months Ended


      June 30,


      June 30,


      2022

      2021


      2022

      2021







      Net income (loss)

      $      33,840,983

      $        4,370,040


      $        7,062,281

      $           720,531

      Interest expense, net

      7,489,205

      1,713,770


      14,791,459

      2,675,053

      Provision for income taxes

      4,405,962

      228,474


      5,665,856

      685,088

      Other (income) expense

      (36,700,500)

      (1,871,368)


      (23,274,486)

      (1,124,663)

      Depreciation and amortization

      2,960,603

      3,016,579


      5,501,399

      4,807,147

      EBITDA (non-GAAP measure)

      $      11,996,253

      $        7,457,495


      $        9,746,509

      $        7,763,156

      Non-cash stock compensation

      697,842

      1,153,018


      1,688,925

      2,636,824

      Deal related expenses

      1,656,529

      916,471


      3,913,463

      1,662,415

      Capital raise related expenses

      41,312

      230,970


      605,632

      1,182,089

      Inventory adjustment to fair market value for purchase accounting

      246,613

      -


      6,507,047

      2,164,686

      One-time cultivation asset impairment

      329,210

      -


      329,210

      -

      Severance

      44,537

      125,826


      49,102

      142,092

      Retention program expenses

      -

      29,687


      -

      59,375

      Employee relocation expenses

      332

      18,391


      19,110

      38,391

      Other non-recurring items

      8,840

      90,011


      10,650

      217,179

      Adjusted EBITDA (non-GAAP measure)

      $      15,021,468

      $      10,021,869


      $      22,869,648

      $      15,866,207







      Revenue

      44,263,392

      30,728,841


      76,040,946

      50,068,955

      aEBITDA Percent

      33.9 %

      32.6 %


      30.1 %

      31.7 %

      Investors, Joanne Jobin, Investor Relations, Joanne.jobin@schwazze.com, 647 964 0292; Daniel Pabon, General Counsel, dan@schwazze.com, 303 371 0387 x1031; Media, Julie Suntrup, Schwazze, Vice President, Marketing & Merchandising, julie.suntrup@schwazze.com, 303 371 0387

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