10-Q: Jushi Holdings Reports Wider Q2 Loss Amid Margin Squeeze

Sentiment:

Quarterly Report


Jushi Holdings Inc. reported a significantly wider net loss in the second quarter of 2025, driven by declining gross profit margins and increased interest expenses, despite a slight revenue increase.

Delay expectedDelays from the state mandated seed-to-sale inventory tracking system conversion in Virginia prevented wholesale shipments to certain customers close to the end of the quarter.
Capital raiseIssued US$3.72 million principal amount of 12% Second Lien Notes and C$2.00 million principal amount of Second Lien Notes in February 2025.The issuances of Second Lien Notes were accompanied by 8,010,626 five-year detached warrants.An entity affiliated with the company's CEO purchased US$3.72 million principal amount of Second Lien Notes and received 5,810,938 warrants.A significant equity holder purchased C$2.00 million of Second Lien Notes and received 2,199,688 warrants.The company stated it may need to engage in additional equity financing or other debt refinancing transactions in the longer term beyond twelve months.
Worse than expectedNet loss significantly widened to $12.33 million in Q2 2025 from $1.94 million in Q2 2024.Gross profit margin decreased to 44% from 50% in the prior year, indicating reduced profitability per sale.Adjusted EBITDA declined by 5% for the quarter, reflecting lower operational efficiency.Net cash flows provided by operating activities decreased by 54% for the six-month period, indicating weaker cash generation from core operations.Total Jushi shareholders' deficit increased, signaling a deterioration in equity position.

Summary

  • Net loss for the three months ended June 30, 2025, widened to $12.33 million, compared to a net loss of $1.94 million in the same period last year.
  • Revenue for the second quarter increased slightly by 1% to $65.05 million, up from $64.60 million in Q2 2024.
  • Gross profit decreased by 11% to $28.92 million, with the gross profit margin falling to 44% from 50% in the prior year, primarily due to competitive pricing pressure and higher discounting.
  • Adjusted EBITDA for the quarter decreased by 5% to $13.71 million, down from $14.48 million in Q2 2024.
  • The company ended the quarter with 40 operating dispensaries across seven states, an increase from 35 dispensaries on June 30, 2024.
  • Received $3.98 million in Employee Retention Credit (ERC) claims, including interest, from the IRS during the quarter.
  • Sold certain non-core assets for $3.00 million in proceeds, resulting in a net gain of $2.24 million.
  • Interest expense, net, increased by 13% to $10.22 million, primarily due to new secured term loans issued in July 2024.
  • Unrecognized tax benefits increased to $162.79 million as of June 30, 2025, up from $143.69 million at December 31, 2024, largely due to tax positions challenging Internal Revenue Code Section 280E.

Sentiment

Score: 3

Explanation: The company's financial performance shows significant deterioration with a widening net loss, declining gross profit margins, and reduced cash from operations. While there's strategic expansion in Ohio and some positive cash inflows from ERC claims and asset sales, these are overshadowed by increased debt, a growing shareholder deficit, and ongoing legal and tax uncertainties. The overall outlook appears challenging.

Positives

  • Total revenue increased by 1% to $65.05 million for the three months ended June 30, 2025, compared to the prior year.
  • Retail revenue increased by 4% to $59.44 million, driven by a 23% increase in units sold in Virginia and a $4.11 million increase in Ohio sales due to the transition to adult-use and dispensary consolidations.
  • Expanded its retail footprint, ending the quarter with 40 operating dispensaries across seven states, up from 35 in the prior year.
  • Generated $3.98 million in income from Employee Retention Credit (ERC) claims, including interest, from the IRS during the quarter.
  • Completed the sale of certain non-core assets for $3.00 million in proceeds, realizing a net gain of $2.24 million.
  • Cash and cash equivalents increased to $23.21 million as of June 30, 2025, from $19.52 million at December 31, 2024.

Negatives

  • Net loss significantly widened to $12.33 million for the three months ended June 30, 2025, compared to a $1.94 million loss in the prior year.
  • Gross profit decreased by 11% to $28.92 million, with the gross profit margin declining to 44% from 50% due to competitive pricing pressure and higher production costs.
  • Wholesale revenue decreased by 26% to $5.61 million, primarily due to limited product availability for third parties in Virginia and declining bulk cannabis flower sales in Massachusetts.
  • Income from operations decreased significantly to $3.60 million from $8.40 million in the prior year.
  • Adjusted EBITDA decreased by 5% to $13.71 million for the quarter.
  • Interest expense, net, increased by 13% to $10.22 million, reflecting higher debt obligations.
  • Experienced a fair value loss on derivatives of $0.19 million, a significant swing from a $5.31 million gain in the prior year.
  • Net cash flows provided by operating activities decreased by 54% to $5.59 million for the six months ended June 30, 2025, compared to $12.04 million in the prior year.
  • Total Jushi shareholders' deficit increased to $78.14 million as of June 30, 2025, from $50.24 million at December 31, 2024.
  • Total liabilities increased to $510.21 million as of June 30, 2025, from $490.56 million at December 31, 2024.

Risks

  • The cannabis industry is subject to significant competition and pricing pressures, which can be caused by oversupply and may adversely impact customer base or pricing structure.
  • Continued competitive pricing pressure and increased cannabis supply could lead to asset impairments in future periods.
  • Operations are subject to evolving local and state cannabis regulations, and non-compliance could result in fines, restrictions, or loss of permits.
  • Cannabis remains a Schedule I controlled substance under U.S. federal law, and strict enforcement could prevent business operations.
  • Assets, including real property, cash, equipment, and inventory, could be subject to asset forfeiture due to federal illegality of cannabis.
  • The company faces significant tax-related contingencies, particularly regarding the Internal Revenue Code Section 280E, which limits deductible expenses for cannabis companies.
  • The company has a liability for unrecognized tax benefits of $162.79 million, which may change within the next 12 months due to potential challenges from taxing authorities.
  • Ongoing litigation, including the MJs Market Matter (antitrust claims) and Pacific Collective Matter (breach of lease, seeking over $20 million in damages), could have a material effect on financial results.
  • The Sammartino Matter involves disputes over promissory notes and shares related to an acquisition, with the company alleging breach and fraudulent inducement, and Sammartino alleging default.
  • The company's ability to continue as a going concern is a known uncertainty.
  • Reliance on key inputs, suppliers, skilled labor, and third-party service provider contracts poses supply chain disruption risks.
  • Risks related to inflation, the rising cost of capital, and stock market instability could impact financial performance.
  • The company may need to raise additional capital through debt or equity financing in the longer term, and there is no assurance such financing will be obtained on favorable terms, if at all.

Future Outlook

The company expects to continue its strategic expansion, with the fourth Ohio dispensary license transfer anticipated in the second half of 2025. It believes existing cash and cash equivalents, along with cash from operations, will be sufficient for working capital and capital expenditure needs for at least the next twelve months. However, the company acknowledges that it may need to engage in additional equity financing or other debt refinancing transactions beyond twelve months, with no assurance of favorable terms. The recent signing of the One Big Beautiful Bill Act (OBBBA) is expected to have a favorable impact on current taxes payable.

Management Comments

  • We are focused on building a diverse portfolio of cannabis assets through opportunistic investments and pursuing application opportunities in attractive limited license jurisdictions and capitalizing on such assets through strategic deployment in our day-to-day operations.
  • We believe that the products and services we offer are generally competitive with those offered by other cannabis companies.
  • We believe that our existing cash and cash equivalents and cash from operations will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months.
  • We may choose to take advantage of additional opportunistic capital raising or refinancing transactions at any time.
  • Depending on our future results of operations, we may need to engage in additional equity financing or other debt refinancing transactions in the longer term beyond twelve months, although there can be no assurances that such additional debt or equity financing may be obtained on favorable terms when required, if at all.

Industry Context

The cannabis industry continues to face significant competition and pricing pressures, leading to declining average prices per unit and gross profit margins for the company. Despite these challenges, the transition of states like Ohio to adult-use cannabis presents growth opportunities, which the company is actively pursuing through dispensary acquisitions and consolidations. The ongoing federal illegality of cannabis in the U.S. continues to pose unique risks, particularly regarding tax liabilities (Section 280E) and potential asset forfeiture, differentiating the U.S. cannabis market from other regulated industries.

Legal Proceedings

  • MJs Market Matter: A complaint filed on March 31, 2023, alleging violations of antitrust acts and interference with contractual relations, seeking compensatory and other damages. The court denied the defendants' motion to dismiss on February 5, 2025, and parties are in discovery.
  • Sammartino Matter: On February 28, 2023, the company informed Sammartino of breaches of a Merger and Membership Interest Purchase Agreement and fraudulent inducement, electing to offset damages against promissory notes and shares. Sammartino responded by alleging procedural deficiencies and company default on March 13 and March 21, 2023. The company disputes these allegations.
  • Pacific Collective Matter: A complaint filed on October 24, 2022, alleging breach of a commercial property lease and lease guaranty, seeking over $20 million in damages. A referee ruled in favor of Jushi subsidiaries, but Pacific Collective filed an appeal on July 3, 2024.

Related Party Transactions

  • An entity affiliated with James Cacioppo, the company's Chief Executive Officer, purchased US$3.72 million principal amount of Second Lien Notes and received 5,810,938 warrants in February 2025.
  • Denis Arsenault, a significant equity holder, purchased C$2.00 million of Second Lien Notes and received 2,199,688 warrants in February 2025.
  • The company's CEO and a significant investor participated as Term Loan lenders in the July 2024 senior secured term loan refinancing, with principal amounts of $9.00 million and $7.00 million, respectively, and received associated warrants.

Stakeholder Impact

  • Shareholders face increased net losses and a growing accumulated deficit, potentially leading to further share price pressure and dilution from future capital raises.
  • Creditors are impacted by increased debt levels and interest expenses, although the company reports compliance with financial covenants.
  • Employees' compensation expenses increased, and share-based compensation is a component of overall expenses.
  • Customers may benefit from increased promotions and price compression in competitive markets, but wholesale customers experienced product availability issues due to internal prioritization and system delays.
  • Regulatory authorities continue to scrutinize the company's operations, particularly regarding tax compliance (280E) and federal cannabis laws, which could lead to fines or restrictions.

Next Steps

  • Fourth Ohio dispensary license transfer expected in the second half of 2025.
  • Commence quarterly principal payments of $1.21 million on Term Loans starting August 1, 2025.
  • Continue to evaluate the effect of new accounting pronouncements (ASU 2024-03 and ASU 2025-03) on consolidated financial statements and disclosures.
  • Monitor the impact of the One Big Beautiful Bill Act (OBBBA) on current taxes payable.

Key Dates

DateDescription
March 2020Coronavirus Aid, Relief, and Economic Security Act (CARES Act) passed, allowing eligible employers to take Employee Retention Credits (ERC).
December 2021Entered into a $6.9 million mortgage loan agreement (Arlington Mortgage).
July 2022Entered into a $2.8 million mortgage loan agreement (Dickson City Mortgage).
October 24, 2022Pacific Collective, LLC filed a complaint against Jushi subsidiaries TGS CC Ventures, LLC and Jushi Inc. in California state court.
February 28, 2023Company informed Sammartino of breaches of the Merger and Membership Interest Purchase Agreement (MIPA) and fraudulent inducement.
March 13, 2023Sammartino responded to the Company, alleging procedural deficiencies and providing notice of default for failing to issue certain shares.
March 21, 2023Sammartino sent a second notice of default for failure to pay interest on promissory notes.
March 23, 2023Company sent a second letter to Sammartino disputing alleged procedural deficiencies and defaults.
March 31, 2023MJs Market, Inc. filed a complaint in federal district court in Massachusetts against Jushi Holdings Inc. and certain subsidiaries.
April 2023Entered into a $20.0 million mortgage loan agreement (Manassas Mortgage).
July 2024A syndicate of lenders provided $48.5 million in secured term loans (Term Loans) to the Company; previous secured credit facility repaid.
July 3, 2024Pacific Collective filed an appeal after the Referee ruled in favor of TGS and Jushi.
Q3 2024Ohio transitioned to adult-use cannabis.
Q4 2024Entered into two definitive agreements to purchase assets in Ohio for four dispensary licenses; began consolidating two co-located medical and adult-use dispensaries through management services agreements.
December 15, 2024Effective date for ASU 2023-09 (Income Taxes) for annual periods for public business entities.
January 1, 2025Adoption date of ASU 2023-09 (Income Taxes) by the Company.
January 2025FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03.
February 5, 2025Court denied the defendants' motion to dismiss in the MJs Market Matter.
February 11, 2025Executed an agreement with an unrelated third party to sell certain ERC claims.
February 14, 2025Received $5.08 million in net cash proceeds from the sale of ERC claims.
February 2025Issued Second Lien Notes (US$3.72 million principal, C$2.00 million principal) and 8,010,626 five-year detached warrants; acquired two Ohio dispensaries; opened one new dispensary in Pennsylvania; opened a third consolidated dispensary in Ohio.
March 2025Warrants issued in connection with Second Lien Notes issuances were reclassified to equity upon finalization of the exercise price.
April 2025Opened a fourth consolidated dispensary in Ohio.
May 2025Sold certain assets relating to one of its dispensaries located in Nevada for a net gain of $2.24 million; FASB issued ASU 2025-03 (Business Combinations).
June 2025Acquired a third consolidated dispensary in Ohio; third closing date for the license and inventory assets at the Warren, Ohio dispensary, with promissory note maturing in June 2026.
June 30, 2025End of the quarterly period covered by the report; company had 40 operating dispensaries.
July 4, 2025President Trump signed the One Big Beautiful Bill Act (OBBBA) into law, making 100% bonus depreciation, domestic research cost expensing, and business interest expense limitation permanent.
July 30, 2025Registrant had 196,696,597 subordinate voting shares outstanding.
August 1, 2025Company will commence quarterly principal payments of $1.21 million on Term Loans.
September 2026Maturity date for Term Loans (earlier of Jan 31, 2027, or 91 days prior to Second Lien Notes maturity).
December 2026Maturity date for Second Lien Notes.
December 15, 2026Effective date for ASU 2024-03 (Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures) for fiscal years beginning after this date.
January 2027Maturity date for Arlington Mortgage.
July 2027Maturity date for Dickson City Mortgage.
December 15, 2027Effective date for ASU 2024-03 for interim periods for fiscal years beginning after this date.
April 2028Maturity date for Manassas Mortgage.

Recommendation

sell

The company's financial results for Q2 2025 show a significant deterioration in profitability, with a widening net loss and a notable decline in gross profit margin and Adjusted EBITDA. While revenue saw a slight increase, this was offset by higher operating and interest expenses. The balance sheet reflects an increase in total liabilities and a growing shareholder deficit. Furthermore, the company faces substantial and ongoing legal proceedings and significant tax-related contingencies (280E), which introduce considerable uncertainty and potential financial strain. Despite some operational positives like dispensary expansion and ERC receipts, the overall financial health and risk profile suggest a negative outlook for investors.

Keywords

Cannabis, Multi-state operator, SEC filing, 10-Q, Financial results, Marijuana, Dispensary, Cultivation, Retail cannabis, Wholesale cannabis, Jushi Holdings, Cannabis industry, Earnings, Profitability, Debt, Taxation, 280E, Legal proceedings, Risk factors

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