2019 q4 earnings deck - s&p globalus$ (thousands) q4'19 q4'18 $ % fy'19...

18
Fourth Quarter and Full Year 2019 Earnings Deck (unaudited) February 26, 2020

Upload: others

Post on 07-Jun-2020

14 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

Fourth Quarter and Full Year 2019 Earnings Deck (unaudited)

February 26, 2020

Page 2: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

2

HIGHLIGHTS FROM ACREAGE HOLDINGS, INC. For the quarters and years ended December 31, 2019 and 2018 (US$ thousands, except per share amounts) (unaudited)

GAAPFinancial

Highlights

Non-GAAPFinancial

Highlights*

Operations

• Launched Canopy Growth’s Tweed brand into Illinois, Maine, Massachusetts, and Oregon

• Completed adult-use indoor cultivation in Medford, OR for high-end flower (including Tweed)

• Completed buildout of Sterling, MA processing facility (butane extraction lab)

• Greenleaf** opened three dispensaries as The Botanist in Ohio; Deep Roots opened one dispensary in Nevada

• We ended the year with 30 open dispensaries. In addition, eight retail dispensaries were complete pending opening: Atlantic City, Detroit, Battle Creek, Bay City,Leominster, Shrewsbury, West Tisbury (Martha’s Vineyard) and Spring Hill

Sources/Usesof Capital

• $27M in cash and cash equivalents on hand as of December 31, 2019

• M&A: deployed approximately $204M in capital ($94M cash, $110M equity) in 2019, with no additional activity in the quarter

• CapEx: $47M invested in our subsidiaries and $39M advanced to entities with which we have management or consulting services agreements to facilitate buildouts in 2019; $18M and $14M invested in our subsidiaries and managed entities in Q4'19, respectively

* Refer to the “Definitions/Forward-Looking Information” slide for discussion regarding non-GAAP measures.** Acreage Holdings, Inc. through its affiliates (“Acreage”) provides operational assistance to certain entities in these states through management or consulting services or other agreements. Such entities operate independently and Acreage has no control over their operations.

• Revenue increased $10,593, or 101%, and $52,985, or251%, in the quarter and year ended, respectively,driven by our New England and Mid-Atlantic operationsand M&A activities

• Gross profit increased $2,953, or 61%, and $21,024, or223%, in the quarter and year ended, respectively

• Five consecutive quarters of pro forma revenue growth

• Pro forma revenue increased $20,671, or 90%, and$78,304, or 101% in the quarter and year ended,respectively, due to new dispensary openings andacquisitions.

Q4'19 Q4'18 FY'19 FY'18Revenues, net $ 21,065 $ 10,472 $ 74,109 $ 21,124

Gross profit 7,817 4,864 30,444 9,420

Gross margin 37.1% 46.4% 41.1% 44.6%

Net loss attributable to Acreage (50,631) (25,587) (150,268) (27,483)

Net loss per share attributable to Acreage $ (0.56) $ (0.31) $ (1.74) $ (0.41)

Q4'19 Q4'18 FY'19 FY'18Pro forma revenue* $ 43,605 $ 22,934 $ 155,537 $ 77,233EBITDA* (64,654) (27,045) (185,364) (23,537)Pro forma adjusted EBITDA* (15,782) (6,819) (44,424) (9,242)Adjusted net loss attributable to Acreage* (14,648) (8,262) (50,581) (23,250)Adjusted net loss per share attributable toAcreage* $ (0.16) $ (0.10) $ (0.59) $ (0.35)

Page 3: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

3

ACREAGE HOLDINGS AT A GLANCE (Q4'19)*

20State National

Footprint

94Dispensary

Licenses

25Cultivation &

Processing Licenses

1.4 MillionTransactions

Full Year 2019

$96Average CheckFull Year 2019

301Operational

Dispensaries

11Brands Launched

and In Development>250

Product SKUs>500,000 sq ft

Cultivation &Processing Space

*Includes pending transactions and entities with which Acreage has managed services, consulting and other agreements, in addition to zero-fee licensing deal with Canopy Growth Corporation.(1) Additional eight dispensaries 100% construction complete awaiting opening

Page 4: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

4

M&A STATUS

State Description Status

Nevada Entrance into Nevada market through acquisition of Deep Roots Medical, LLC Pending

Rhode Island Acquisition of vertically licensed master services agreement Pending

New Jersey Acquisition of vertically licensed operator currently under management contract Pending

California Acquisition of cultivation facility in Oakland currently under management contract Pending

Page 5: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

5

COMPREHENSIVE FINANCING ANNOUNCEMENT Increased Capital Access By More than $200M Since October 2019

$30M PrivatePlacement

• Announced $30M Special Warrant private placement, with option for additional $20M• Each Special Warrant is comprised of one SVS purchased at $4.93 per share, and one warrant• Each warrant is exercisable to purchase one SVS at a price of $5.80 and expires five years afterclosing

$100M CreditFacility

• Announced $100M, two-year credit facility with Canadian lender at a net 2.55% annualized interestrate payable monthly

• Management expects to continue using the relationship for additional capital

$50M PrivateLoan

Transaction

• Announced $50M private financing as collateral for the $100M credit facility for a one-year period,and secured with Acreage non-U.S. intellectual property rights

• Interest of 83,333 Subordinate Voting Shares (SVS) to be paid monthly for duration of loan

$70M+ REITTransactions

• October 2019, announced $70M+ sale-leaseback transactions and construction commitments withGreenAcreage• To date, Acreage has received $19M in proceeds

Page 6: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

6

2020 KEY OPERATIONS & FINANCE TARGETS Targeting Positive Pro-Forma Adjusted EBITDA In Back Half Of Year

•Build out 10-15 new retail dispensaries, focused on existing footprint to scale operations as quickly aspossible

• Increased focus on growing our wholesale business, leading to planned wholesale revenue mix ofapproximately 20%

• Implement G&A cost savings initiatives, leading to approximately $7 million in annualized savings, or12% of reported G&A in 2019

•CAPEX of $45 to $50 million, primarily for cultivation and processing facilities and dispensarybuildouts

•Targeting positive Pro-Forma Adjusted EBITDA in back half of the year

Page 7: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

7

BUSINESS STATUS IN EACH STATEThe scale of Acreage’s operations vary greatly in each market

Acreage’s footprint spans across 20 states

• Retail – exists in 17 of 20 states

• Wholesale – exists in 16 of 20 states

• Form Factory – acquisition closed in Q2 2019

◦ Current presence spans 2 states

The following criteria was used to define the three stages of marketevolution for the states where Acreage operates:

1. Emerging – usually between 0-12 months, or requiring substantialCapEx, or minimal associated revenue

2.Developing – usually between 9-18 months in operation. Revenuegenerating, but not yet EBITDA positive

3.Scalable – between 12-18+ months of operations. Cash flow andEBITDA positive

* Acreage Holdings, Inc. through its affiliates (“Acreage”) provides operational assistance to certain entities in these states through management or consulting services or other agreements. Such entities operate independently and Acreage has no control over their operations.** Includes pending acquisitions with operational assets

Page 8: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

8

REVENUE BRIDGEFor the quarters and years ended December 31, 2019 and 2018 (unaudited)

* Refer to the “Definitions/Forward-Looking Information” slide for discussion regarding non-GAAP measures.n/m - not meaningful

Pro forma BridgeQTD Change YTD Change

US$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ %Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251%Revenue from Entities under Management or Consulting Agreements*

New England 4,547 4,098 449 11 17,300 9,746 7,554 78Mid-Atlantic 2,837 1,509 1,328 88 8,315 2,490 5,825 234Midwest 3,213 — 3,213 n/m 8,565 — 8,565 n/mWest 532 — 532 n/m 2,155 — 2,155 n/m

Managed Revenue* $ 32,194 $ 16,079 $ 16,115 100% $ 110,444 $ 33,360 $ 77,084 231%Pro forma Adjustments*

New England 3,811 5,266 (1,455) (28) 16,004 37,484 (21,480) (57)Mid-Atlantic — — — n/m — 2,111 (2,111) n/mMidwest — 1,266 (1,266) n/m 670 3,223 (2,553) (79)West 7,600 323 7,277 n/m 28,419 1,055 27,364 n/m

Pro forma Revenue* $ 43,605 $ 22,934 $ 20,671 90% $ 155,537 $ 77,233 $ 78,304 101%

Revenue TrendsUS$ (thousands) Q3’18 Q4’18 Q1’19 Q2’19 Q3’19 Q4’19Reported Revenue $ 5,504 $ 10,472 $ 12,897 $ 17,745 $ 22,402 $ 21,065

% change —% 90% 23% 38% 26% (6)%Pro forma Revenue* $ 19,313 $ 22,934 $ 33,078 $ 36,632 $ 42,222 $ 43,605

% change —% 19% 44% 11% 15% 3 %

Page 9: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

9

EBITDA BRIDGEFor the quarters and years ended December 31, 2019 and 2018 (unaudited)

* Refer to the “Non-GAAP Measures” and “Definitions/Forward-Looking Information” slides for reconciliations and discussion regarding non-GAAP measures.n/m - not meaningful

Pro forma BridgeQTD Change YTD Change

US$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ %

Adjusted EBITDA* (1) $ (18,278) $ (6,791) $ (11,487) (169)% $ (55,155) $ (19,080) $ (36,075) (189)%

Managed/Pro forma Adjustments*

New England 1,381 2,545 (1,164) (46) 6,824 12,793 (5,969) (47)

Mid-Atlantic 1,082 (747) 1,829 n/m 2,804 (900) 3,704 n/m

Midwest (268) (2,163) 1,895 88 (2,306) (1,972) (334) (17)

West 301 337 (36) (11) 3,409 (83) 3,492 n/m

Pro forma Adjusted EBITDA* (1) $ (15,782) $ (6,819) $ (8,963) (131)% $ (44,424) $ (9,242) $ (35,182) (381)%

EBITDA TrendsUS$ (thousands) Q3’18 Q4’18 Q1’19 Q2’19 Q3’19 Q4’19Adjusted EBITDA* (1) $ (4,730) $ (6,791) $ (9,079) $ (13,473) $ (14,325) $ (18,278)

% change —% (44)% (34)% (48)% (6)% (28)%Pro forma Adjusted EBITDA* (1) $ (2,285) $ (6,819) $ (7,387) $ (10,244) $ (11,011) $ (15,782)

% change —% (198)% (8)% (39)% (7)% (43)%

(1) Due to the Company's transition from IFRS to U.S. GAAP, certain expenses related to leased assets formerly classified as depreciation and interest expense are now included in EBITDA as a general and administrative expense. The Company's leaseexpenses associated with non-finance leases were $1,141 in Q1'19, $1,241 in Q2'19, $1,935 in Q3'19, and $2,148 in Q4'19, for a full year 2019 impact of $6,465.

Page 10: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

10

SupplementalFinancial StatementExcerpts andReconciliations

Page 11: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

11

SUMMARY OF IFRS TO U.S. GAAP CHANGES

Item Description FS Impact PeriodsImpacted

Biological AssetsNo biological asset accounting under U.S. GAAP.The mark-to-market effects have been reversed

from all periods presented.

Gross Profit, Inventory, BiologicalAssets 2018 and beyond

Convertible Debt The 2017 Convertible debt issuance did not resultin derivative liability accounting under U.S. GAAP.

Interest expense, Change in FairValue of Derivative Liabilities, Debt,

Derivative Liabilities2017 & 2018

Stock CompensationThe Company elected straight-line depreciationmethod in lieu of the accelerated method under

IFRSEquity-based compensation expense 2018 and beyond

Leases

Certain leases were classified as operating leasesunder ASC 842 and the corresponding expensesare classified in G&A compared to Depreciation

and Interest for Finance leases

Depreciation, Interest, G&A,Capital Assets, Operating lease

right-of-use assets and liabilities2019 and beyond

Page 12: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

12

Highlights from Statements of OperationsUS$ (thousands, except per share amounts) Q4'19 Q4'18 FY'19 FY'18Revenues, net $ 21,065 $ 10,472 $ 74,109 $ 21,124Gross profit 7,817 4,864 30,444 9,420Gross margin 37.1% 46.4% 41.1% 44.6%Net operating loss (67,181) (18,633) (191,444) (41,133)Income (loss) from investments, net (1,249) (3,249) (480) 21,777Net loss (65,589) (29,761) (195,162) (32,261)Less: net loss attributable to non-controlling interests (14,958) (4,174) (44,894) (4,778)Net loss attributable to Acreage Holdings, Inc. $ (50,631) $ (25,587) $ (150,268) $ (27,483)Net loss per share attributable to Acreage Holdings, Inc. - basicand diluted $ (0.56) $ (0.31) $ (1.74) $ (0.41)

Weighted average shares outstanding - basic and diluted 90,245 82,736 86,185 66,699

FINANCIAL HIGHLIGHTSFor the quarters and years ended December 31, 2019 and 2018 (unaudited)

Page 13: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

13

U.S. GAAP Quarterly Statements of Earnings (unaudited)

US$ (thousands) Quarter Ended Year EndedMarch 31,

2019June 30,

2019September 30,

2019December 31,

2019December 31,

2019Retail revenue, net $ 9,962 $ 13,298 $ 15,305 $ 15,836 $ 54,401Wholesale revenue, net 2,814 4,129 6,697 4,899 18,539Other revenue, net 121 318 400 330 1,169Total revenues, net 12,897 17,745 22,402 21,065 74,109Cost of goods sold, retail (5,880) (8,193) (9,548) (10,223) (33,844)Cost of goods sold, wholesale (1,696) (1,940) (3,160) (3,025) (9,821)Total cost of goods sold (7,576) (10,133) (12,708) (13,248) (43,665)Gross profit 5,321 7,612 9,694 7,817 30,444

OPERATING EXPENSESGeneral and administrative 10,157 17,905 12,977 15,185 56,224Compensation expense 6,490 11,251 11,802 12,518 42,061Equity-based compensation expense 18,976 20,692 28,174 29,696 97,538Marketing 801 1,201 1,151 1,856 5,009Loss on impairment — — — 13,463 13,463Depreciation and amortization 908 2,223 2,182 2,280 7,593Total operating expenses 37,332 53,272 56,286 74,998 221,888

Net operating loss (32,011) (45,660) (46,592) (67,181) (191,444)

OTHER INCOME (LOSS)Income (loss) from investments, net 2,726 (499) (1,458) (1,249) (480)Interest income from loans receivable 730 1,000 1,190 1,058 3,978Interest expense (119) (131) (95) (849) (1,194)Other income (loss), net 92 (2,401) (220) 1,496 (1,033)Total other income (loss) 3,429 (2,031) (583) 456 1,271

Loss before income taxes (28,582) (47,691) (47,175) (66,725) (190,173)

Income tax benefit (expense) (2,221) (1,577) (2,327) 1,136 (4,989)

Net loss (30,803) (49,268) (49,502) (65,589) (195,162)

Less: net loss attributable to non-controlling interests (7,427) (11,723) (10,786) (14,958) (44,894)

Net loss attributable to Acreage Holdings, Inc. $ (23,376) $ (37,545) $ (38,716) $ (50,631) $ (150,268)

Page 14: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

14

FINANCIAL HIGHLIGHTSAs of and for the years ended December 31, 2019 and 2018 (unaudited)

Highlights from Statements of Financial PositionUS$ (thousands) December 31,

2019December 31,

2018Cash and cash equivalents $ 26,505 $ 104,943Short-term investments — 149,090Inventory 18,083 8,857Goodwill and intangible assets, net 391,729 186,069Total assets 686,985 554,582

Total debt 43,486 15,635Deferred tax liability 63,997 33,827Total liabilities 192,191 68,306

Shareholders' equity 406,007 355,354Non-controlling interests 88,787 130,922Total equity $ 494,794 $ 486,276

Highlights from Statements of Cash FlowsUS$ (thousands) FY'19 FY'18Net cash used in operating activities $ (70,879) $ (35,536)Net cash used in investing activities (14,609) (235,692)Net cash provided by financing activities 7,050 359,766Net increase (decrease) in cash, cash equivalents and restricted cash $ (78,438) $ 88,538Cash, cash equivalents and restricted cash - Beginning of period 105,038 16,500Cash, cash equivalents and restricted cash - End of period $ 26,600 $ 105,038

Page 15: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

15

Reconciliation of GAAP to Non-GAAP MeasuresUS$ (thousands, except per share amounts) Q4'19 Q4'18 FY'19 FY'18Net loss (GAAP) $ (65,589) $ (29,761) $ (195,162) $ (32,261)Income tax (benefit) expense (1,136) 609 4,989 1,536Interest (income) expense, net (209) 202 (2,784) 3,439Depreciation and amortization 2,280 1,905 7,593 3,749

EBITDA (non-GAAP)* $ (64,654) $ (27,045) $ (185,364) $ (23,537)Adjusting items:(Income) loss from investments, net 1,249 3,249 480 (21,777)Loss on impairment of intangible assets 13,463 — 13,463 —Equity-based compensation expense - Plan 14,720 9,862 62,946 9,862Equity-based compensation expense - Plan (CGC Awards) 11,971 — 23,056 —Equity-based compensation expense - other 3,005 34 11,536 1,368Canopy Growth transaction costs — — 7,580 —Other non-recurring expenses 1,968 7,109 11,148 15,004

Adjusted EBITDA (non-GAAP)* $ (18,278) $ (6,791) $ (55,155) $ (19,080)

NON-GAAP MEASURESFor the quarters and years ended December 31, 2019 and 2018 (unaudited)

* Refer to the “Definitions/Forward-Looking Information” slide for discussion regarding non-GAAP measures.

Page 16: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

16

Reconciliation of GAAP to Non-GAAP MeasuresUS$ (thousands, except per share amounts) Q4'19 Q4'18 FY'19 FY'18Net loss attributable to Acreage Holdings, Inc. (GAAP) $ (50,631) $ (25,587) $ (150,268) $ (27,483)Net loss per share attributable to Acreage Holdings, Inc. (GAAP) $ (0.56) $ (0.31) $ (1.74) $ (0.41)

Adjusting items:(1)

(Income) loss from investments, net $ 969 $ 2,779 $ 367 $ (20,684)Loss on impairment of intangible assets 10,446 — 10,307 —Equity-based compensation expense - Plan 11,421 8,436 48,191 9,367Equity-based compensation expense - Plan (CGC Awards) 9,288 — 17,652 —Equity-based compensation expense - other 2,332 29 8,832 1,299Canopy Growth transaction costs — — 5,803 —Other non-recurring expenses 1,527 6,081 8,535 14,251

Total adjustments $ 35,983 $ 17,325 $ 99,687 $ 4,233Adjusted net loss attributable to Acreage Holdings, Inc. (non-GAAP)* $ (14,648) $ (8,262) $ (50,581) $ (23,250)Adjusted net loss per share attributable to Acreage Holdings, Inc. (non-GAAP)* $ (0.16) $ (0.10) $ (0.59) $ (0.35)

Weighted average shares outstanding - basic and diluted 90,245 82,736 86,185 66,699Weighted average NCI ownership % 22.41% 14.46% 23.44% 5.02%

(1) Adjusting items have been reduced by the respective non-controlling interest percentage for the period.

* Refer to the “Definitions/Forward-Looking Information” slide for discussion regarding non-GAAP measures.

NON-GAAP MEASURESFor the quarters and years ended December 31, 2019 and 2018 (unaudited)

Page 17: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

17

Acreage Holdings, Inc. Share Capital(thousands) December 31, 2019Acreage Holdings, Inc.:Subordinate Voting Shares 68,177Subordinate Voting Shares held in treasury (842)Proportionate Voting Shares (as converted) 23,143Multiple Voting Shares 168

Acreage Holdings, Inc. Shares Outstanding 90,646Non-controlling interest convertible units 25,035Total issued and outstanding 115,681Potentially dilutive units:Options 5,608Warrants 2,040Unvested RSUs 7,843Unvested LLC profits interests 1,000

Fully diluted 132,172

Share CapitalAs of December 31, 2019 (unaudited)

Page 18: 2019 Q4 Earnings Deck - S&P GlobalUS$ (thousands) Q4'19 Q4'18 $ % FY'19 FY'18 $ % Reported Revenue $ 21,065 $ 10,472 $ 10,593 101% $ 74,109 $ 21,124 $ 52,985 251% Revenue from Entities

18

References to “we”, “us”, “our”, “Company” or “Acreage” refer to Acreage Holdings, Inc.

For comparability, certain prior period amounts have been updated to reflect current presentation.

New England - Connecticut, Maine, Massachusetts, New Hampshire and Rhode Island; Mid-Atlantic - Maryland, New Jersey, New York and Pennsylvania; Midwest - Illinois, Iowa, Michigan, North Dakota, Ohio and Oklahoma; West - California,Nevada, Oregon and Washington; South - Florida

GAAP - U.S Generally Accepted Accounting Principles as issued by the Financial Accounting Standards Board

Managed revenue refers to our reported revenue plus the revenue of all entities for which we provide operational assistance to through management or consulting services or other agreements. Such entities operate independently and Acreage has nocontrol over their operations. We do not consolidate revenue from these entities due to lack of control.

Pro forma revenue/EBITDA refers to our managed revenue/EBITDA, adjusted to reflect the full fiscal period regardless of when an acquisition or management contract commenced.

EBITDA - Earnings before interest, income taxes, depreciation and amortization

Adjusted EBITDA/Adjusted net loss - EBITDA/net loss, excluding the following: (i) income from investments, net - the majority of the Company's investment income relates to remeasurement to fair value of previously-held interests in connectionwith our roll-up of affiliates, and we expect income from investments to be a non-recurring item as our legacy investment holdings diminish, (ii) equity-based compensation - the Company excludes equity-based compensation expense, (iii) non-cashimpairment losses - the Company excludes non-cash losses incurred due to impairment on intangible assets, (iv) Canopy Growth transaction costs - the Company excludes costs incurred to affect the definitive arrangement agreement with Canopy Growthand (v) other non-recurring expenses - the Company excludes other expenses not expected to recur, primarily related to other transaction costs. These items fluctuate from period to period, and the Company does not view these gains or losses whenevaluating performance internally.

This release contains tables that reconcile our results of operations reported in accordance with GAAP to adjusted results that exclude the impact of certain items identified as affecting comparability (non-GAAP). We use EBITDA, adjusted EBITDA,adjusted net loss attributable to Acreage, managed results of operations and pro forma results of operations, among other measures, to evaluate our actual operating performance and for planning and forecasting future periods. We believe that the adjustedresults presented provide relevant and useful information for investors because they clarify our actual operating performance, make it easier to compare our results with those of other companies and allow investors to review performance in the sameway as our management. Since these measures are not calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, net loss or our other reported results of operations as reported under GAAP as indicators ofour performance, and they may not be comparable to similarly named measures from other companies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This release and each of the documents referred to herein contains “forward-looking information” within the meaning of applicable Canadian and United States securities legislation. All statements,other than statements of historical fact, included herein are forward-looking information, including, for greater certainty, statements regarding the proposed transaction with Canopy Growth Corporation (the “Proposed Transaction”), including the anticipated benefits and likelihood of completion thereof.Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variationsof such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differmaterially from those anticipated in such forward-looking information. This forward-looking information reflects Acreage’s current beliefs and is based on information currently available to Acreage and on assumptions Acreage believes are reasonable. Forward-looking information is subject to knownand unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Acreage to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limitedto: the available funds of Acreage and the anticipated use of such funds; the availability of financing opportunities; the ability of Acreage and Canopy Growth to satisfy, in a timely manner, the conditions to the completion of the Acquisition; the likelihood of completion of the Proposed Transaction;other expectations and assumptions concerning the transactions contemplated between Acreage and Canopy Growth; legal and regulatory risks inherent in the cannabis industry; risks associated with economic conditions, dependence on management and currency risk; risks relating to U.S. regulatorylandscape and enforcement related to cannabis, including political risks; risks relating to anti-money laundering laws and regulation; other governmental and environmental regulation; public opinion and perception of the cannabis industry; risks related to contracts with third-party service providers;risks related to the enforceability of contracts; reliance on the expertise and judgment of senior management of Acreage; risks related to proprietary intellectual property and potential infringement by third parties; the concentrated voting control of Acreage’s founder and the unpredictability caused byAcreage’s capital structure; risks relating to the management of growth; increasing competition in the industry; risks inherent in an agricultural business; risks relating to energy costs; risks associated to cannabis products manufactured for human consumption including potential product recalls; relianceon key inputs, suppliers and skilled labor; cybersecurity risks; ability and constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks; risks related to the economy generally; risk of litigation; conflicts of interest; risks relating to certainremedies being limited and the difficulty of enforcement of judgments and effect service outside of Canada; risks related to future acquisitions or dispositions; sales by existing shareholders; and limited research and data relating to cannabis. A description of additional assumptions used to develop suchforward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Acreage’s disclosure documents, including the Circular and Acreage’s Annual Information Form for the year ended December 31,2018 filed on April 29, 2019, on the SEDAR website at www.sedar.com. Although Acreage has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be asanticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed willoccur. Forward-looking information contained in this release is expressly qualified by this cautionary statement. The forward-looking information contained in this release represents the expectations of Acreage as of the date of this release and, accordingly, is subject to change after such date. However,Acreage expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law. Neither the Canadian Securities Exchange nor its Regulation ServiceProvider has reviewed and does not accept responsibility for the adequacy or accuracy of the content of this release.

DEFINITIONS/FORWARD-LOOKING INFORMATION