We face risks due to industry immaturity or limited comparable, competitive or established industry best practices.
Our ability to grow our medical and adult-use cannabis product offerings and dispensary services may be limited.
We may acquire other companies or technologies.
If we cannot manage our growth, it could have a material adverse effect on our business, financial condition and results of operations.
We have a history of sustained losses and negative cash flow from operations, and we expect to incur significant ongoing costs and obligations related to our investment in infrastructure, growth, regulatory compliance and operations and may not be able to achieve profitability.
The market for the Subordinate Voting Shares may be limited for holders of our securities who live in the U.S.
We expect to be subject to taxation in both Canada and the U.S., which could have a material adverse effect on our financial condition and results of operations.
We are a holding company and our ability to pay dividends or make other distributions to shareholders may be limited.
We face increasing competition that may materially and adversely affect our business, financial condition and results of operations.
We may not be able to accurately forecast our operating results and plan our operations due to uncertainties in the cannabis industry.
We are subject to risks related to growing an agricultural product.
We are highly dependent on certain key personnel.
We face inherent risks of liability claims related to the use of our products.
We may become party to litigation in the ordinary course of business.
Consumer preferences may change and our products may no longer be appealing to consumers.
Our medical marijuana business may be impacted by consumer perception of the cannabis industry, which we cannot control or predict.
Product recalls could result in a material and adverse impact on our business, financial condition and results of operations.
If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business or our market, our share price and trading volume could decline.
We are subject to security risks related to our products as well as our information and technology systems.
We face exposure to fraudulent or illegal activity by employees, contractors, consultants and agents, which may subject us to investigations and actions.
Our reputation and ability to do business may be negatively impacted by the improper conduct by our business partners, employees or agents.
We have in the past and may in the future experience threats and breaches to our data and information technology systems, including malicious software codes, viruses, phishing, ransomware and other cyber-attacks, that disrupt our information systems or operations, or result in the dissemination of sensitive personal or confidential information or unauthorized financial access, theft or crimes, which could result in increased costs, economic losses, exposure to significant liability, reputational harm, loss of business, and other serious negative consequences.
We have a substantial level of indebtedness that requires us to comply with certain restrictions and covenants, and we may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. The terms of our indebtedness may also impair our ability to respond to changing business and economic conditions and may seriously harm our business.
We are subject to labor risks and a dispute with our employees or labor unions could have an adverse effect on our results of operations.
Reliance on Third-Party Suppliers, Manufacturers and Contractors; Reliance on Key Inputs.
We rely on key utility services.
Inflation could pose a risk to our business.
Cannabis is illegal under U.S. federal law.
The regulation of cannabis in the U.S. is uncertain.
Government inquiries and investigations could harm our business or reputation.
We are constrained by law in our ability to market our products in the jurisdictions in which we operate.
Anti-Money Laundering Laws in the U.S. may limit access to funds from banks and other financial institutions.
The re-classification of cannabis or changes in U.S. controlled substance laws and regulations could have a material adverse effect on our business, financial condition and results of operations.
Potential regulation by the FDA could have a material adverse effect on our business, financial condition and results of operations.
We could be materially adversely impacted due to restrictions under U.S. border entry laws.
Challenging U.S. and global economic conditions may negatively impact our business, financial condition and results of operations.
As a cannabis company, we may be subject to heightened scrutiny in Canada and the U.S. that could materially adversely impact the liquidity of the Subordinate Voting Shares.
We may not be able to locate and obtain the rights to operate at preferred locations.
As a cannabis business, we are subject to certain tax provisions that have a material adverse effect on our business, financial condition and results of operations.
We may not have access to U.S. bankruptcy protections available to non-cannabis businesses.
There is doubt regarding our ability to enforce contracts.
We are subject to limits on our ability to own the licenses necessary to operate our business, which will adversely affect our ability to grow our business and market share in certain states.
We may not be able to adequately protect our intellectual property.
Our property is subject to risk of civil asset forfeiture.
We may be at a higher risk of IRS audit.
We may not be successful in defending our tax filing positions, which could adversely impact our financial condition and results of operations.
We may be unable to obtain adequate insurance coverage.
We could be subject to criminal prosecution or civil liabilities under RICO.
Return on Subordinate Voting Shares is not guaranteed.
Raising additional capital may cause dilution to our shareholders.
Sales of substantial amounts of Subordinate Voting Shares by our existing shareholders in the public market may have an adverse effect on the market price of the Subordinate Voting Shares.
The market price for the Subordinate Voting Shares has been and is likely to continue to be volatile.
There may not be sufficient liquidity in the markets for our Subordinate Voting Shares.
We are subject to increased costs as a result of being a U.S. and Canadian reporting company.
We are an “emerging growth company” and will be able take advantage of reduced disclosure requirements applicable to emerging growth companies, which could make our Subordinate Voting Shares less attractive to investors.
Our internal controls over financial reporting may not be effective, and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis (“MD&A”) covers the consolidated financial statements of Jushi Holdings Inc. and its controlled subsidiaries as of and for the three and nine months ended September 30, 2024 (the “Financial Statements”). Unless the context indicates or requires otherwise, the terms “Jushi”, “the Company”, “we”, “us” and “our” refers to Jushi Holdings Inc. and its controlled entities. This MD&A should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto for the three and nine months ended September 30, 2024 (the “Quarterly Financial Statements”). The Quarterly Financial Statements have been prepared by management and are in accordance with generally accepted accounting principles in the United States (“GAAP”) and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) on April 1, 2024 (the “2023 Form 10-K”) and was also filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”). All amounts are expressed in U.S. dollars unless otherwise noted.
We are a vertically integrated, multi-state cannabis operator engaged in retail, distribution, cultivation, and processing operations in both medical and adult-use markets. 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 have targeted assets in highly populated, limited license medical markets on a trajectory toward adult-use legalization, including Pennsylvania, markets that are in the process of transitioning to adult-use, namely Virginia, and limited license, fast-growing, large adult-use markets, such as Illinois, Nevada, Massachusetts and Ohio, and certain municipalities of California.
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