VIRIDIAN INSIGHTS

• The announcement that HHS has recommended schedule III status for cannabis dominated the news cycle this week. It produced the largest percentage weekly gain in the MSOS ETF since the ETF began in September 2020. There is still substantial uncertainty about the likelihood, timing, and potential impacts of rescheduling, but based on our research, we believe:
  • Likelihood:
    • There is a high likelihood that the DEA agrees to reschedule cannabis to level III.
      • The DEA has historically never overridden scheduling recommendations from the HHS.
      • The most plausible reason for the DEA refusing the HHS recommendation is that cannabis is subject to control under the Single Convention on Narcotic Drugs of 1961, and rescheduling to lower than level two would not assure compliance with this treaty. Notably, the failure to prevent states from licensing adult-use cannabis put the U.S. in violation of the treaty. No matter the DEA’s position, it will not be able to bring the country back into compliance with the treaty. Still, this remains the most significant potential sticking point.

• • Timing:
    • In developing scheduling evaluations, DEA must consider and evaluate eight statutory factors:
      1. Actual or relative potential for abuse.
      2. Scientific evidence of the pharmacological effects and general pharmacology of the drug or other substance.
      3. The state of current scientific knowledge regarding the drug or other substance.
      4. Its history and current pattern of abuse.
      5. The scope, duration, and significance of abuse.
      6. What, if any, risk there is to the public health?
      7. Its psychic or physiological dependence liability.
      8. Whether the substance is an immediate precursor of a substance already controlled.
    • Once it has done its analysis, the DEA will post its recommendations and analysis to the Federal Register for public review. It will also open a 60-day public comment period. Interested parties may request a hearing before a federal administrative law judge to present other evidence or to object to the proposed rule. For all these reasons, the timing is uncertain but unlikely to happen before year-end.

• • Impacts– Two definite rescheduling results are the removal of 280e and the fostering of cannabis research.
    • • The removal of 280e would have a dramatic financial impact on plant-touching companies.
        • The table below demonstrates that for a hypothetical cannabis company with 50% gross margins, 20% SG&A, and 3x Debt/ EBITDA, 280e can result in effective tax rates (on pretax income) of well over 100%. The table demonstrates our previous claim that debt/EBITDA over three times is unsustainable in a 280e world, as the calculated payback period for the debt would be an unacceptable 12.26 years. In fact, cannabis companies under 280e need under 2x debt/EBITDA to have acceptable 5-year payback periods.
        • The table shows that combined effective rates (depending on state tax rates) would be reduced to around 27% without 280e making a huge difference in debt capacity. Without 280e, companies could comfortably carry 3x leverage with acceptable payback periods. Importantly, by making interest expense tax deductible, the elimination of 280e also reduces the cannabis cost of capital and increases the intrinsic value of the firms.
        • The Viridian Capital Chart of the week shows that 280e also dramatically impacts internally financeable growth rates. With 3x leverage and 280e, the hypothetical company in the chart could only internally finance about 4%, while the same firm without 280e could internally finance 11% growth.

• • • Rescheduling will also spur cannabis research by reducing licensing requirements. Over time, this should accelerate medical product creation, providing significant patient benefits.

• What would NOT change:
  • Rescheduling should not be confused with legalization. Cannabis as a Schedule 3 substance will continue to be federally illegal, which has several important implications:
    • Uplisting to Nasdaq is not assured. Nasdaq is reportedly studying its policies concerning Schedule 3. It may require the SAFE Act to push them over the line.
    • The SAFE Act would also probably be necessary to remove restrictions on credit card usage in dispensaries since state-legal adult-use dispensaries will still be violating federal law.
    • Significant increases in institutional capital may occur with Schedule 3 status; however, institutions that are concerned with federal illegality may not gain sufficient comfort from Schedule 3.
    • Rescheduling will not give cannabis companies access to Chapter 11 bankruptcy proceedings as the business will remain federally illegal.
  • Potential pitfalls
    • Increased role of FDA. While cannabis is Schedule 1, regulating the industry falls primarily to the DEA. Rescheduling to 3 will potentially increase the role of the FDA. While we have no reason to believe the FDA will feel empowered to begin more aggressively regulating the industry (especially since it will receive no new funding), it is a risk.
    • The importance of a new “Cole memo” or Garland memo, which would explicitly draw limits on federal enforcement against state legal business, would be heightened. We expect such a memo will be forthcoming.
• Green Thumb (GTII: CSE)(GTBIT: OTCQX) announced that its Board of Directors authorized a $50M program for the repurchase of up to 10.5M shares, an action that was in the works before the HHS rescheduling announcement, which makes the program seem curious.
  • • Cannabis has seen several of these never acted upon announcements, but we do not think this pertains to GTI. The company had the intention to take advantage of what were historically low stock prices. It will be interesting to see if its view has changed with the recent spurt upward. What level is it willing to buy at?
    • We have wondered why the company, the most financially robust company in the industry, has played it so conservatively with regard to acquisitions and growth. Why has GTI not aggressively pursued distressed assets or used its financial strength to gain market share? We have the utmost respect for the company’s management, whose conservatism has served them well, but…
    • We also wonder what the share repurchase program says about the company’s perception of alternative investments in the industry.
• Analysts have not revised their slow growth estimates for the remainder of 2023 and 2024; however, the impact of rescheduling could be dramatic, allowing significantly higher internally financed growth rates and fostering the revitalization of the cannabis capital markets.
  • The graph below shows consensus revenue and EBITDA estimates for the 10 top MSOs for 2023 and 2024. The light blue line at the bottom shows that 2023 consensus EBITDA margins are now 24.0%, down from the beginning of the year expectations of 27.2% and 2022 actual margins of 25.0%. 2024 margins, shown in the dark blue line, are now expected to be 26.1%.
  • The green lines at the top show that 2023 revenues are expected to be 1% higher than 2022, while 2024 revenues are expected to be 8% higher than 2022. The 3.9% CAGR is decidedly anemic and reflects ongoing wholesale price compression, somewhat offset by positive impacts of new adult rec states.

• Amend and Extend
  • The chart below shows our updated credit rankings for the 21 U.S. cannabis companies with over $20M market cap. The number below the ticker symbol indicates the change in credit ranking since last week, where a negative number suggests credit deterioration while a positive indicates improvement. We have also added offered side debt yields, which show a strong correlation to the Viridian Capital Credit rankings.
  • The second chart shows net debt to the following twelve-month consensus EBITDA estimates. Note the weaker correspondence of this measure with trading yields.