$CURLF

Curaleaf Holdings, Inc.

CIK:0001756770|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Jun. 30, 2026

Jun. 30, 2025

Revenues, net:

Total revenues, net

$ 340,099

$ 310,586

$ 664,330

$ 617,211

Cost of goods sold

170,185

157,502

337,126

308,560

Gross profit

169,914

153,084

327,204

308,651

Operating expenses:

Selling, general and administrative

131,677

111,357

254,547

222,176

Depreciation and amortization

34,015

35,481

67,682

70,863

Total operating expenses

165,692

146,838

322,229

293,039

Income (loss) from continuing operations

4,222

6,246

4,975

15,612

Other income (expense):

Interest income

149

166

361

338

Interest expense related to notes payable and deferred consideration liabilities

(17,823)

(14,646)

(32,847)

(28,807)

Interest expense related to lease liabilities and financial obligations

(9,892)

(11,074)

(20,395)

(22,158)

(Loss) gain on impairment

(41)

1,209

(41)

(2,486)

Other (expense) income, net

(2,923)

1,829

(6,990)

4,832

Total other expense, net

(30,530)

(22,516)

(59,912)

(48,281)

Loss before Benefit (provision) for income taxes

(26,308)

(16,270)

(54,937)

(32,669)

Benefit (provision) for income taxes

38,784

(31,841)

137,489

(65,493)

Net income (loss) from continuing operations

12,476

(48,111)

82,552

(98,162)

Net income (loss) from discontinued operations

(5,495)

(262)

(15,688)

Net income (loss)

12,507

(53,606)

82,290

(113,850)

Less: Net (loss) income attributable to non-controlling interest

(445)

(16)

372

Net income (loss) attributable to Curaleaf Holdings, Inc.

$ 12,507

$ (53,161)

$ 82,306

$ (114,222)

Per share – basic:

Net income (loss) per share from continuing operations (in dollars per share)

^[1]

$ 0.05

$ (0.24)

$ 0.32

$ (0.49)

Net loss per share from discontinued operations (in dollars per share)

(0.02)

(0.06)

Net income (loss) per share attributable to Curaleaf Holdings, Inc. (in dollars per share)

^[1]

$ 0.05

$ (0.26)

$ 0.32

$ (0.55)

Basic weighted-average common shares outstanding (in shares)

263,067,698

252,423,544

260,782,402

251,912,438

Per share – diluted :

Net income (loss) per share from continuing operations (in dollars per share)

^[1]

$ 0.05

$ (0.24)

$ 0.31

$ (0.49)

Net loss per share from discontinued operations (in dollars per share)

^[1]

(0.02)

(0.06)

Net income (loss) per share attributable to Curaleaf Holdings, Inc. (in dollars per share)

^[1]

$ 0.05

$ (0.26)

$ 0.31

$ (0.55)

Dilutive weighted-average common shares outstanding (in shares)

^[1],[2]

270,702,440

252,423,544

268,804,422

251,912,438

Retail and wholesale revenues

Revenues, net:

Total revenues, net

$ 336,724

$ 308,490

$ 657,634

$ 613,473

Management fee income

Revenues, net:

Total revenues, net

$ 3,375

$ 2,096

$ 6,696

$ 3,738

[1]

(1) Certain non-controlling interests are redeemable at the option of the holders. Amounts recognized as accretion of redeemable non-controlling interests are recorded directly to shareholders' equity and reduce income available to subordinate voting shareholders in the calculation of earnings per share. The redeemable non-controlling interest was settled during the second quarter of 2026. The redeemable non-controlling interest was settled during the second quarter of 2026. The excess redemption value included in the EPS calculation for the six months ended June 30, 2026 relates to accretion recognized through the settlement date. See Note 2 — Basis of presentation and consolidation and Note 24 — Earnings per share for additional information.

[2]

(2) As a result of the Company’s net loss for the three and six months ended June 30, 2025, all potentially dilutive securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. Accordingly, basic and diluted net loss per share are the same for each period presented.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands

6 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Cash flows from operating activities:

Net income (loss) from continuing operations

$ 82,552

$ (98,162)

Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities from continuing operations:

Depreciation and amortization

96,467

97,993

Share-based compensation

20,134

13,101

Non-cash interest expense

21,612

4,046

Amortization of operating lease right-of-use assets

9,893

9,626

Loss on impairment

2,486

Loss (gain) on debt extinguishment and third party debt issuance costs

4,494

(1,487)

Deferred taxes

(81,770)

(12,599)

Other adjustments, net

(1,995)

918

Foreign exchange loss (gain)

4,226

(4,924)

Changes in assets and liabilities:

Accounts receivable, net

728

(2,314)

Inventories

(18,481)

(2,336)

Prepaid expenses and other current assets

8,057

2,362

Income tax receivable

4,305

Net assets held for sale and discontinued operations

375

Other assets - net of current

1,964

(723)

Accounts payable

(14,188)

(14,032)

Accrued expenses and other liabilities

(3,272)

(7,075)

Income tax payable

(70,644)

75,131

Lease liabilities, operating

(9,888)

(8,751)

Net cash provided by operating activities from continuing operations

50,305

57,565

Net cash used in operating activities from discontinued operations

(61)

(10,588)

Net cash provided by operating activities

50,244

46,977

Cash flows from investing activities:

Purchases of property, plant and equipment

(32,915)

(30,799)

Disposals of property, plant and equipment

245

(542)

Purchases of intangibles

(287)

(385)

Purchase of investments

(287)

Issuance of notes receivable

(1,216)

(1,782)

Payments received on notes receivables

583

286

Dividend received on investments

Net cash used in investing activities from continuing operations

(33,815)

(33,264)

Net cash used in investing activities from discontinued operations

(538)

Net cash used in investing activities

(33,815)

(33,802)

Cash flows from financing activities:

Proceeds from notes payable

^[1]

426,511

36,383

Principal payments on notes payable

(361,268)

(36,917)

Minority interest buyouts

(50,875)

Payments of debt issuance costs

(7,620)

(950)

Principal payments on finance lease liabilities

(6,031)

(4,952)

Principal payments on financial obligations

(4,570)

(2,763)

Exercise of stock options

1,283

Remittances of statutory withholdings on share-based payment awards

^[2]

(6,459)

Payments to repurchase SVS

(1,000)

Payments of deferred consideration

(618)

(6,398)

Payments of contingent consideration

(3,236)

Net cash used in financing activities from continuing operations

(10,647)

(18,823)

Net cash used in financing activities from discontinued operations

Net cash used in financing activities

(10,647)

(18,823)

Net increase (decrease) in cash and cash equivalents (including restricted cash)

5,782

(5,648)

Cash and cash equivalents (including restricted cash), beginning of period

101,573

107,225

Effect of exchange rate changes on cash and cash equivalents (including restricted cash)

(387)

692

Cash and cash equivalents (including restricted cash), end of period

106,968

102,269

Non-cash investing & financing activities:

Purchases of property, plant and equipment within accounts payable and accrued expenses

2,670

1,583

Exchanged portion of Senior Secured Notes - 2026 for Senior Secured Notes - 2029

^[1],[3]

142,202

Non-cash proceeds from Note Exchange

^[3]

7,000

Extinguishment of convertible notes by issuance of SVS

^[3]

16,500

Issuance of SVS in connection with acquisitions

^[3]

574

Deferred consideration incurred in connection with acquisitions

985

Issuance of SVS for settlement of liability

^[3]

Transfer to assets held for sale, net

1,331

Issuance of SVS to purchase non-controlling interest

^[3]

36,676

5,418

Non-cash reduction to deferred sale proceeds

120

Non-cash activity related to obtaining finance right-of-use assets

9,996

2,044

Non-cash activity related to obtaining operating right-of-use assets

19,950

7,749

Other non-cash activity related to finance right-of-use assets

7,588

3,605

Other non-cash activity related to operating right-of-use assets

(632)

1,203

Excess redemption value attributable to non-controlling interest

(18,891)

25,188

Supplemental disclosure of cash flow information:

Cash paid for taxes

5,413

20,912

Cash paid for interest

$ 50,539

$ 51,492

[1]	(1) The remaining outstanding balance of the Senior Secured Notes – 2026* of $142.2 million was exchanged on a non-cash basis for Senior Secured Notes – 2029*.
[2]	(2) In connection with the Company’s net share settlement (withhold-to-cover) of PSUs* and RSUs* that vested during the six months ended. See Note 17, "Shareholders' Equity" for further details.
[3]	*as defined herein

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Current assets:
Cash and cash equivalents	$ 94,588	$ 89,213
Restricted cash	12,380	12,360
Accounts receivable, net of allowance for credit losses of $1,982 and $2,617, respectively	74,907	76,339
Inventories	244,724	225,022
Assets held for sale and discontinued operations	2,809	3,681
Prepaid expenses and other current assets	31,021	37,379
Notes receivable - current	7,368	4,629
Total current assets	467,797	448,623
Deferred tax asset	541	443
Income tax receivable	2,382	2,382
Other assets - net of current	18,379	13,396
Notes receivable - net of current	834	2,980
Property, plant and equipment, net	505,898	520,386
Right-of-use assets, finance lease, net	107,914	97,599
Right-of-use assets, operating lease, net	121,516	113,274
Intangible assets, net	956,074	1,011,115
Goodwill	633,022	635,117
Total assets	2,814,357	2,845,315
Current liabilities:
Accounts payable	60,073	74,725
Accrued expenses	122,172	110,493
Income tax payable	11,195	18,952
Lease liabilities, finance - current	15,228	11,684
Lease liabilities, operating - current	20,366	19,837
Notes payable - current	41,009	35,730
Deferred consideration liability - current	16,235	2,966
Financial obligations - current	10,138	7,238
Liabilities associated with assets held for sale and discontinued operations	6,786	7,073
Other current liabilities	3,911	5,616
Total current liabilities	307,113	294,314
Deferred tax liability	129,224	212,002
Notes payable - net of current	570,532	512,922
Lease liabilities, finance - net of current	152,453	144,446
Lease liabilities, operating - net of current	109,622	102,346
Uncertain tax position	468,485	531,508
Contingent consideration liability - net of current	3,879	3,358
Deferred consideration liability - net of current	125	0
Financial obligations - net of current	195,431	202,901
Other non-current liabilities	10,033	1,237
Total liabilities	1,946,897	2,005,034
Commitments and contingencies
Temporary equity:
Redeemable non-controlling interest contingency	0	83,931
Shareholders’ equity:
Common stock, no par value; unlimited shares authorized; 264,737,501 and 257,491,582 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.	0	0
Additional paid-in capital	2,385,008	2,345,402
Accumulated other comprehensive loss	(12,610)	(1,808)
Accumulated deficit	(1,504,938)	(1,587,244)
Total shareholders’ equity	867,460	756,350
Total liabilities, temporary equity and shareholders’ equity	$ 2,814,357	$ 2,845,315