UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30,March 31, 20212022

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

Commission File Number: 000-56248

 

img6205653_0.jpg 

TRULIEVE CANNABIS CORP.

(Exact Name of Registrant as Specified in its Charter)

 

 

British Columbia

84-2231905

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

 

 

6749 Ben Bostic Road

Quincy, FL

32351

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (850) 480-7955

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

N/A

N/A

N/A

 

Securities registered pursuant to Section 12(g) of the Act: Subordinate Voting Shares, no par value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

 

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

As of November 8, 2021,May 5, 2022, the registrant had 125,511,305135,001,544 Subordinate Voting Shares and 54,919,59649,217,899 Multiple Voting Shares (on an as converted basis), outstanding.

 

 


Trulieve Cannabis Corp.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended September 30, 2021

 

Table of Contents

 

 

 

Page

PART I.

FINANCIAL INFORMATION

 

Item 1.

Financial Statements (Unaudited)

1

 

Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021

1

 

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three months ended March 31, 2022 and 2021

2

 

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2022 and 2021

3

 

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021

54

 

Notes to Unaudited Condensed Consolidated Financial Statements

65

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2535

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

3544

Item 4.

Controls and Procedures

3544

 

 

 

PART II.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

3747

Item 1A.

Risk Factors

3747

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

4147

Item 3.

Defaults Upon Senior Securities

4147

Item 4.

Mine Safety Disclosures

4147

Item 5.

Other Information

4147

Item 6.

Exhibits

4248

 

Signatures

4349

 

 

i


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Any statements contained in this Quarterly Report on Form 10-Q that are not statements of historical facts may be deemed to be forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, results of operations and future growth prospects. The forward-looking statements contained herein are based on certain key expectations and assumptions, including, but not limited to, with respect to expectations and assumptions concerning receipt and/or maintenance of required licenses and third party consents and the success of our operations, are based on estimates prepared by us using data from publicly available governmental sources, as well as from market research and industry analysis, and on assumptions based on data and knowledge of this industry that we believe to be reasonable. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this Quarterly Report on Form 10-Q may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” and discussed elsewhere in this Quarterly Report on Form 10-Q and in “Part I, Item 1A – Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020.2021. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this Quarterly Report on Form 10-Q.

 

ii


PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Trulieve Cannabis Corp.

Unaudited Interim Condensed Consolidated Balance Sheets

(dollars in thousands)

 

 

March 31, 2022

 

 

December 31, 2021

 

 

September 30, 2021

 

 

December 31, 2020

 

 

(unaudited)

 

 

(audited)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

213,574

 

$

146,713

 

 

$

267,226

 

$

230,646

 

Restricted cash

 

 

3,013

 

Accounts receivable, net

 

8,487

 

308

 

 

12,782

 

8,854

 

Inventories, net

 

133,874

 

98,312

 

 

236,427

 

212,188

 

Income tax receivable, net

 

3,978

 

 

Notes receivable - current portion

 

634

 

1,530

 

Prepaid expenses and other current assets

 

 

25,791

 

 

 

16,119

 

 

 

76,182

 

 

 

68,189

 

Total current assets

 

385,704

 

261,452

 

 

593,251

 

524,420

 

Property and equipment, net

 

501,109

 

314,045

 

 

805,999

 

779,916

 

Right of use assets - operating, net

 

45,753

 

30,076

 

 

121,972

 

125,973

 

Right of use assets - finance, net

 

58,393

 

36,904

 

 

70,225

 

66,764

 

Intangible assets, net

 

161,282

 

93,800

 

 

1,098,278

 

1,117,982

 

Goodwill

 

111,721

 

74,100

 

 

789,900

 

765,358

 

Notes receivable, net

 

12,188

 

12,147

 

Other assets

 

 

12,077

 

 

 

7,528

 

 

 

34,041

 

 

 

18,312

 

TOTAL ASSETS

 

$

1,276,039

 

 

$

817,905

 

 

$

3,525,854

 

 

$

3,410,872

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

62,769

 

$

41,903

 

 

109,810

 

94,073

 

Income tax payable

 

��

 

5,875

 

 

77,687

 

27,610

 

Deferred revenue

 

4,082

 

7,178

 

 

6,514

 

7,168

 

Notes payable - current portion

 

6,000

 

2,000

 

Notes payable - related party - current portion

 

12,000

 

12,011

 

Notes payable - current portion, net

 

9,481

 

10,052

 

Private placement notes - current portion

 

1,874

 

 

Operating lease liabilities - current portion

 

4,264

 

3,277

 

 

10,553

 

9,840

 

Finance lease liabilities - current portion

 

 

5,354

 

 

 

3,877

 

 

6,905

 

6,185

 

Construction finance liabilities - current portion

 

1,154

 

991

 

Contingencies

 

 

13,826

 

 

 

13,017

 

Total current liabilities

 

94,469

 

76,121

 

 

237,804

 

168,936

 

Long-term liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable

 

 

4,000

 

 

3,476

 

6,456

 

Private placement notes, net

 

537,703

 

462,929

 

Warrant liabilities

 

2,075

 

2,895

 

Operating lease liabilities

 

43,657

 

28,120

 

 

128,575

 

122,130

 

Finance lease liabilities

 

57,234

 

35,058

 

 

69,167

 

65,244

 

Private placement notes liabilities, net

 

119,478

 

117,165

 

Construction finance liabilities

 

175,032

 

175,198

 

Deferred tax liabilities

 

243,395

 

251,311

 

Other long-term liabilities

 

6,438

 

3,915

 

 

 

9,433

 

 

 

8,400

 

Construction finance liabilities

 

92,021

 

82,047

 

Deferred tax liability

 

 

40,099

 

 

 

23,575

 

TOTAL LIABILITIES

 

 

453,396

 

 

 

370,001

 

 

 

1,406,660

 

 

 

1,263,499

 

 

 

 

 

 

 

Commitments and contingencies (see Note 17)

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, no par value; unlimited shares authorized, 129,531,207 and 119,573,998 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

 

 

 

Commitments and contingencies (see Note 21)

 

 

 

 

 

 

SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Common stock, no par value; unlimited shares authorized. 184,184,142 issued and outstanding as of March 31, 2022 and 180,504,172 issued and outstanding as of December 31, 2021.

 

 

 

Additional paid-in-capital

 

613,379

 

328,214

 

 

2,012,564

 

2,008,100

 

Accumulated earnings

 

 

209,264

 

 

 

119,690

 

 

105,746

 

137,721

 

Non-controlling interest

 

 

884

 

 

 

1,552

 

TOTAL SHAREHOLDERS' EQUITY

 

 

822,643

 

 

 

447,904

 

 

 

2,119,194

 

 

 

2,147,373

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

$

1,276,039

 

 

$

817,905

 

 

$

3,525,854

 

 

$

3,410,872

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

1


Trulieve Cannabis Corp.

Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(dollars in thousands, except per share data)

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

March 31, 2022

 

 

March 31, 2021

 

 

September 30, 2021

 

 

September 30, 2020

 

 

September 30, 2021

 

 

September 30, 2020

 

 

(unaudited)

 

Revenues, net of discounts

 

$

224,092

 

$

136,274

 

$

633,037

 

$

353,096

 

 

$

318,348

 

$

193,823

 

Cost of goods sold

 

 

70,147

 

 

 

34,097

 

 

 

199,345

 

 

 

86,557

 

 

 

140,198

 

 

 

58,559

 

Gross profit

 

153,945

 

102,177

 

433,692

 

266,539

 

 

178,150

 

135,264

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

51,724

 

30,890

 

142,858

 

80,764

 

 

72,862

 

44,558

 

General and administrative

 

28,218

 

8,502

 

55,869

 

22,696

 

 

33,546

 

12,709

 

Depreciation and amortization

 

 

7,728

 

 

 

3,314

 

 

 

19,829

 

 

 

8,612

 

 

29,305

 

5,434

 

Impairment and disposal of long-lived assets

 

 

13,780

 

 

 

 

Total expenses

 

 

87,670

 

 

 

42,706

 

 

 

218,556

 

 

 

112,072

 

 

 

149,493

 

 

 

62,701

 

Income from operations

 

 

66,275

 

 

 

59,471

 

 

 

215,136

 

 

 

154,467

 

 

28,657

 

72,563

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(6,145

)

 

(5,352

)

 

(20,693

)

 

(16,566

)

 

(17,877

)

 

(7,899

)

Other (expense) income, net

 

 

89

 

 

 

(10,756

)

 

 

385

 

 

 

(10,827

)

Change in fair value of derivative liabilities - warrants

 

820

 

 

Loss on divestment and sale of non-operating assets

 

(2,681

)

 

 

Other income (expense), net

 

 

915

 

 

 

(37

)

Total other expense

 

 

(6,056

)

 

 

(16,108

)

 

 

(20,308

)

 

 

(27,393

)

 

 

(18,823

)

 

 

(7,936

)

Income before provision for income taxes

 

 

60,219

 

 

 

43,363

 

 

 

194,828

 

 

 

127,074

 

 

 

9,834

 

 

 

64,627

 

Provision for income taxes

 

 

41,603

 

 

 

25,948

 

 

 

105,254

 

 

 

67,116

 

 

 

42,316

 

 

 

34,549

 

Net income and comprehensive income

 

 

18,616

 

 

 

17,415

 

 

 

89,574

 

 

 

59,958

 

Basic net income per common share

 

$

0.15

 

 

$

0.16

 

 

$

0.73

 

 

$

0.54

 

Diluted net income per common share

 

$

0.14

 

 

$

0.15

 

 

$

0.68

 

 

$

0.52

 

Weighted average number of common shares used in computing net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income and comprehensive (loss) income

 

 

(32,482

)

 

 

30,078

 

Less: Net loss and comprehensive loss attributed to non-controlling interest

 

 

(507

)

 

 

 

Net (loss) income and comprehensive (loss) income attributed to common shareholders

 

$

(31,975

)

 

$

30,078

 

 

 

 

 

 

Net (loss) income per share:

 

 

 

 

 

 

Basic

 

 

128,146,298

 

 

 

112,039,640

 

 

 

122,983,729

 

 

 

111,824,816

 

 

$

(0.17

)

 

$

0.25

 

Diluted

 

 

136,909,266

 

 

 

117,949,224

 

 

 

130,927,083

 

 

 

115,998,704

 

 

$

(0.17

)

 

$

0.24

 

Weighted average number of common shares used in computing net (loss) income per common share:

 

 

 

 

 

 

Basic

 

 

187,054,916

 

 

 

119,892,507

 

Diluted

 

 

187,054,916

 

 

 

127,589,096

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

2


Trulieve Cannabis Corp.

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity

(dollars in thousands, except per share data)

 

 

 

Super Voting Shares

 

 

Multiple Voting Shares

 

 

Subordinate Voting Shares

 

 

Total Common Shares

 

 

Additional Paid-in-Capital

 

 

Accumulated Earnings

 

 

Total

 

Balance, January 1, 2021

 

 

58,182,500

 

 

 

1,439,037

 

 

 

59,952,461

 

 

 

119,573,998

 

 

$

328,214

 

 

$

119,690

 

 

$

447,904

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

741

 

 

 

 

 

 

741

 

Shares issued for cash - warrant exercise

 

 

 

 

 

 

 

 

469,133

 

 

 

469,133

 

 

 

6,861

 

 

 

 

 

 

6,861

 

Conversion of warrants to Subordinate Voting Shares

 

 

 

 

 

 

 

 

133,408

 

 

 

133,408

 

 

 

 

 

 

 

 

 

 

Conversion of Multiple Voting to Subordinate Voting Shares

 

 

 

 

 

(117,668

)

 

 

117,668

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of Super Voting to Subordinate Voting Shares

 

 

(3,021,100

)

 

 

 

 

 

3,021,100

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of Super Voting to Multiple Voting Shares

 

 

(55,161,400

)

 

 

55,161,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income and comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,078

 

 

 

30,078

 

Balance, March 31, 2021

 

 

 

 

 

56,482,769

 

 

 

63,693,770

 

 

 

120,176,539

 

 

$

335,816

 

 

$

149,768

 

 

$

485,584

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

744

 

 

 

 

 

 

744

 

Shares issued for cash - warrant exercise

 

 

 

 

 

 

 

 

100,400

 

 

 

100,400

 

 

 

811

 

 

 

 

 

 

811

 

Common stock issued upon cashless warrant exercise

 

 

 

 

 

 

 

 

661,614

 

 

 

661,614

 

 

 

 

 

 

 

 

 

 

Tax withholding related to net share settlement of equity awards

 

 

 

 

 

 

 

 

(15,734

)

 

 

(15,734

)

 

 

(595

)

 

 

 

 

 

(595

)

Issuance of shares in offering, net of issuance costs

 

 

 

 

 

 

 

 

5,750,000

 

 

 

5,750,000

 

 

 

217,896

 

 

 

 

 

 

217,896

 

Contingent consideration payable in shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,800

)

 

 

 

 

 

(2,800

)

Adjustment of fair value of equity consideration for PurePenn, LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,711

 

 

 

 

 

 

2,711

 

Adjustment of fair value of equity consideration for Keystone Relief Centers, LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,004

 

 

 

 

 

 

1,004

 

Shares issued for Mountaineer Holding, LLC acquisition

 

 

 

 

 

 

 

 

60,342

 

 

 

60,342

 

 

 

2,470

 

 

 

 

 

 

2,470

 

Shares issued for Solevo Wellness West Virginia, LLC acquisition

 

 

 

 

 

 

 

 

11,658

 

 

 

11,658

 

 

 

445

 

 

 

 

 

 

445

 

Shares issued for Nature's Remedy of Massachusetts, Inc. acquisition

 

 

 

 

 

 

 

 

237,881

 

 

 

237,881

 

 

 

9,140

 

 

 

 

 

 

9,140

 

Conversion of Multiple Voting to Subordinate Voting shares

 

 

 

 

 

(21,673

)

 

 

21,673

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income and comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40,880

 

 

 

40,880

 

Balance, June 30, 2021

 

 

 

 

 

56,461,096

 

 

 

70,521,604

 

 

 

126,982,700

 

 

$

567,642

 

 

$

190,648

 

 

$

758,290

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

732

 

 

 

 

 

 

732

 

Exercise of Stock Options

 

 

 

 

 

 

 

 

20,974

 

 

 

20,974

 

 

 

 

 

 

 

 

 

 

Common stock issued upon cashless warrant exercise

 

 

 

 

 

 

 

 

1,280,965

 

 

 

1,280,965

 

 

 

 

 

 

 

 

 

 

Tax withholding related to net share settlements of equity awards

 

 

 

 

 

 

 

 

(21,151

)

 

 

(21,151

)

 

 

(392

)

 

 

 

 

 

(392

)

Shares issued for the Patient Centric of Martha's Vineyard acquisition

 

 

 

 

 

 

 

 

258,383

 

 

 

258,383

 

 

 

10,012

 

 

 

 

 

 

10,012

 

Shares issued for Keystone Shops acquisition

 

 

 

 

 

 

 

 

1,009,336

 

 

 

1,009,336

 

 

 

35,385

 

 

 

 

 

 

35,385

 

Conversion of Multiple Voting to Subordinate Voting Shares

 

 

 

 

 

(1,541,500

)

 

 

1,541,500

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income and comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,616

 

 

 

18,616

 

Balance, September 30, 2021

 

 

 

 

 

54,919,596

 

 

 

74,611,611

 

 

 

129,531,207

 

 

$

613,379

 

 

$

209,264

 

 

$

822,643

 

 

 

Super Voting Shares

 

 

Multiple Voting Shares

 

 

Subordinate Voting Shares

 

 

Total Common Shares

 

 

Additional Paid-in-Capital

 

 

Accumulated Earnings

 

 

Non-Controlling Interest

 

 

Total

 

Balance, January 1, 2021 (audited)

 

 

58,182,500

 

 

 

1,439,037

 

 

 

59,952,461

 

 

 

119,573,998

 

 

$

328,214

 

 

$

119,689

 

 

$

 

 

$

447,903

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

741

 

 

 

 

 

 

 

 

 

741

 

Shares issued for cash - warrant exercise

 

 

 

 

 

 

 

 

469,133

 

 

 

469,133

 

 

 

6,861

 

 

 

 

 

 

 

 

 

6,861

 

Conversion of warrants to Subordinate Voting Shares

 

 

 

 

 

 

 

 

133,408

 

 

 

133,408

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of Multiple Voting to Subordinate Voting Shares

 

 

 

 

 

(117,668

)

 

 

117,668

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of Super Voting to Subordinate Voting Shares

 

 

(3,021,100

)

 

 

 

 

 

3,021,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of Super Voting to Multiple Voting Shares

 

 

(55,161,400

)

 

 

55,161,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income and comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,078

 

 

 

 

 

 

30,078

 

Balance, March 31, 2021 (unaudited)

 

 

 

 

 

56,482,769

 

 

 

63,693,770

 

 

 

120,176,539

 

 

$

335,816

 

 

$

149,767

 

 

$

 

 

$

485,583

 

 

 

Super Voting Shares

 

 

Multiple Voting Shares

 

 

Subordinate Voting Shares

 

 

Total Common Shares

 

 

Additional Paid-in-Capital

 

 

Accumulated Earnings

 

 

Non-Controlling Interest

 

 

Total

 

Balance, January 1, 2022 (audited)

 

 

 

 

 

51,916,999

 

 

 

128,587,173

 

 

 

180,504,172

 

 

$

2,008,100

 

 

$

137,721

 

 

$

1,552

 

 

$

2,147,373

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,564

 

 

 

 

 

 

 

 

 

4,564

 

Exercise of Stock Options

 

 

 

 

 

 

 

 

45,775

 

 

 

45,775

 

 

 

108

 

 

 

 

 

 

 

 

 

108

 

Shares issued for cash - warrant exercise

 

 

 

 

 

 

 

 

1,648

 

 

 

1,648

 

 

 

22

 

 

 

 

 

 

 

 

 

22

 

Shares issued under share compensation plans

 

 

 

 

 

 

 

 

16,257

 

 

 

16,257

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax withholding related to net share settlements of equity awards

 

 

 

 

 

 

 

 

(10,005

)

 

 

(10,005

)

 

 

(230

)

 

 

 

 

 

 

 

 

(230

)

Conversion of Multiple Voting to Subordinate Voting Shares

 

 

 

 

 

(2,699,100

)

 

 

2,699,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for PurePenn, Pioneer, and Solevo earnout

 

 

 

 

 

 

 

 

3,626,295

 

 

 

3,626,295

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(50

)

 

 

(50

)

Divestment of variable interest entity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(111

)

 

 

(111

)

Net (loss) income and comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(31,975

)

 

 

(507

)

 

 

(32,482

)

Balance, March 31, 2022 (unaudited)

 

 

 

 

 

49,217,899

 

 

 

134,966,243

 

 

 

184,184,142

 

 

$

2,012,564

 

 

$

105,746

 

 

$

884

 

 

$

2,119,194

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

3


Trulieve Cannabis Corp.

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ EquityCash Flows

(dollars in thousands, except per share data)thousands)

 

 

 

Super Voting Shares

 

 

Multiple Voting Shares

 

 

Subordinate Voting Shares

 

 

Total Common Shares

 

 

Additional Paid-in-Capital

 

 

Accumulated Earnings

 

 

Total

 

Balance, January 1, 2020

 

 

67,813,300

 

 

 

6,661,374

 

 

 

35,871,672

 

 

 

110,346,346

 

 

$

76,192

 

 

$

56,691

 

 

$

132,883

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,222

 

 

 

 

 

 

1,222

 

Net income and comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23,605

 

 

 

23,605

 

Balance, March 31, 2020

 

 

67,813,300

 

 

 

6,661,374

 

 

 

35,871,672

 

 

 

110,346,346

 

 

$

77,414

 

 

$

80,296

 

 

$

157,710

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

462

 

 

 

 

 

 

462

 

Shares issued for cash - warrant exercise

 

 

 

 

 

 

 

 

2,723,311

 

 

 

2,723,311

 

 

 

11,458

 

 

 

 

 

 

11,458

 

Net income and comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,938

 

 

 

18,938

 

Balance, June 30, 2020

 

 

67,813,300

 

 

 

6,661,374

 

 

 

38,594,983

 

 

 

113,069,657

 

 

$

89,334

 

 

$

99,234

 

 

$

188,568

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

523

 

 

 

 

 

 

523

 

Shares issued for cash - warrant exercise

 

 

 

 

 

 

 

 

100

 

 

 

100

 

 

 

1

 

 

 

 

 

 

1

 

Exercise of Stock Options

 

 

 

 

 

 

 

 

9,180

 

 

 

9,180

 

 

 

 

 

 

 

 

 

 

Issuance of shares private placement, net of issuance costs

 

 

 

 

 

 

 

 

4,715,000

 

 

 

4,715,000

 

 

 

83,228

 

 

 

 

 

 

83,228

 

Conversion of Super Voting Shares to Subordinate Voting Shares

 

 

(9,630,800

)

 

 

 

 

 

9,630,800

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of Multiple Voting Shares to Subordinate Voting Shares

 

 

 

 

 

(5,184,415

)

 

 

5,184,415

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income and comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,415

 

 

 

17,415

 

Balance, September 30, 2020

 

 

58,182,500

 

 

 

1,476,959

 

 

 

58,134,478

 

 

 

117,793,937

 

 

$

173,086

 

 

$

116,649

 

 

$

289,735

 

 

 

Three Months Ended
March 31, 2022

 

 

Three Months Ended
March 31, 2021

 

 

 

(unaudited)

 

Cash flow from operating activities

 

 

 

 

 

 

Net (loss) income and comprehensive (loss) income

 

$

(32,482

)

 

$

30,078

 

Adjustments to reconcile net (loss) income and comprehensive (loss) income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

29,305

 

 

 

5,434

 

Depreciation included in cost of goods sold

 

 

10,692

 

 

 

3,667

 

Non-cash interest expense

 

 

1,232

 

 

 

(41

)

Non-cash interest income

 

 

(163

)

 

 

 

Loss on impairment and disposal of long-lived assets

 

 

13,780

 

 

 

 

Loss on settlement of held for sale assets, net

 

 

1,862

 

 

 

 

Loss on lease terminations

 

 

819

 

 

 

 

Amortization of operating lease right of use assets

 

 

2,892

 

 

 

1,573

 

Share-based compensation

 

 

4,564

 

 

 

741

 

Accretion of construction finance liabilities

 

 

293

 

 

 

711

 

Change in fair value of derivative liabilities - warrants

 

 

(820

)

 

 

 

Change in legal contingencies

 

 

(1,248

)

 

 

 

Allowance for credit losses

 

 

42

 

 

 

 

Deferred income tax expense

 

 

 

 

 

(1,487

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Inventories

 

 

(21,957

)

 

 

(5,598

)

Accounts receivable

 

 

(3,970

)

 

 

(2,309

)

Prepaid expenses and other current assets

 

 

(8,094

)

 

 

(1,673

)

Other assets

 

 

(16,216

)

 

 

(7,298

)

Accounts payable and accrued liabilities

 

 

22,093

 

 

 

595

 

Income tax payable

 

 

42,210

 

 

 

36,540

 

Operating lease liabilities

 

 

(2,106

)

 

 

(943

)

Deferred revenue

 

 

(654

)

 

 

(399

)

Other current liabilities

 

 

2,057

 

 

 

 

Other long-term liabilities

 

 

1,016

 

 

 

 

Net cash provided by operating activities

 

 

45,147

 

 

 

59,591

 

Cash flow from investing activities

 

 

 

 

 

 

Purchases of property and equipment

 

 

(48,118

)

 

 

(48,387

)

Purchases of property and equipment related to construction finance liabilities

 

 

(7,334

)

 

 

(3,687

)

Capitalized interest

 

 

(1,487

)

 

 

(365

)

Acquisitions, net of cash acquired

 

 

(27,500

)

 

 

91

 

Purchases of internal use software

 

 

(2,214

)

 

 

(1,014

)

Proceeds from sale of variable interest entity

 

 

1,604

 

 

 

 

Proceeds from sale of held for sale assets

 

 

203

 

 

 

 

Proceeds received from notes receivable

 

 

1,018

 

 

 

 

Net cash used in investing activities

 

 

(83,828

)

 

 

(53,362

)

Cash flow from financing activities

 

 

 

 

 

 

Proceeds from private placement notes, net of discounts

 

 

76,420

 

 

 

 

Proceeds from construction finance liabilities

 

 

 

 

 

3,687

 

Proceeds from warrant exercises

 

 

22

 

 

 

6,861

 

Proceeds from stock option exercises

 

 

108

 

 

 

 

Payments on notes payable

 

 

(2,285

)

 

 

 

Payments on finance lease obligations

 

 

(1,421

)

 

 

(1,028

)

Payments on construction finance liabilities

 

 

(297

)

 

 

 

Payments for debt issuance costs

 

 

(19

)

 

 

 

Payments on notes payable - related party

 

 

 

 

 

(12

)

Payments for taxes related to net share settlement of equity awards

 

 

(230

)

 

 

 

Distributions

 

 

(50

)

 

 

 

Net cash provided by financing activities

 

 

72,248

 

 

 

9,508

 

Net increase in cash and cash equivalents

 

 

33,567

 

 

 

15,737

 

Cash, cash equivalents, and restricted cash, beginning of period

 

 

233,659

 

 

 

146,713

 

Cash, cash equivalents, and restricted cash, end of period

 

$

267,226

 

 

$

162,450

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

Cash paid during the period for

 

 

 

 

 

 

Interest

 

$

6,949

 

 

$

540

 

Income taxes

 

$

46

 

 

$

 

Other noncash investing and financing activities

 

 

 

 

 

 

ASC 842 lease additions - operating and finance leases

 

$

10,852

 

 

$

10,697

 

Purchases of property and equipment financed with accounts payable

 

$

10,985

 

 

$

13,155

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

4


Trulieve Cannabis Corp.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

(dollars in thousands)

 

 

Nine Months Ended
September 30, 2021

 

 

Nine Months Ended
September 30, 2020

 

Cash flow from operating activities

 

 

 

 

 

 

Net income and comprehensive income

 

$

89,574

 

 

$

59,958

 

Adjustments to reconcile net income and comprehensive income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

19,829

 

 

 

8,612

 

Depreciation included in cost of goods sold

 

 

14,396

 

 

 

7,424

 

Non-cash interest expense

 

 

2,313

 

 

 

2,142

 

(Gain) loss from sale of property and equipment

 

 

(5

)

 

 

63

 

Amortization of operating lease right of use assets

 

 

3,216

 

 

 

2,383

 

Share-based compensation

 

 

2,217

 

 

 

2,208

 

Accretion of construction finance liabilities

 

 

1,097

 

 

 

617

 

Loss on fair value of warrants

 

 

 

 

 

12,782

 

Deferred income tax expense

 

 

(2,111

)

 

 

(2,324

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Inventories

 

 

(33,796

)

 

 

(11,687

)

Accounts receivable

 

 

(8,179

)

 

 

 

Prepaid expenses and other current assets

 

 

(9,412

)

 

 

(6,915

)

Other assets

 

 

(4,509

)

 

 

(5,790

)

Income tax payable / receivable

 

 

(12,745

)

 

 

1,911

 

Accounts payable and accrued liabilities

 

 

17,853

 

 

 

1,303

 

Operating lease liabilities

 

 

(1,906

)

 

 

(2,054

)

Deferred revenue

 

 

(3,096

)

 

 

2,207

 

Other long-term liabilities

 

 

344

 

 

 

 

Net cash provided by operating activities

 

 

75,080

 

 

 

72,840

 

Cash flow from investing activities

 

 

 

 

 

 

Purchases of property and equipment

 

 

(190,907

)

 

 

(61,359

)

Purchases of property and equipment related to construction finance liabilities

 

 

(8,877

)

 

 

(27,381

)

Cash paid for internal use software

 

 

(3,587

)

 

 

 

Acquisitions, net of cash acquired

 

 

(29,924

)

 

 

 

Proceeds from sale of property and equipment

 

 

8

 

 

 

16

 

Capitalized interest

 

 

(4,355

)

 

 

(2,090

)

Net cash used in investing activities

 

 

(237,642

)

 

 

(90,814

)

Cash flow from financing activities

 

 

 

 

 

 

Proceeds from share warrant exercises

 

 

7,672

 

 

 

11,459

 

Proceeds from construction finance liabilities

 

 

8,877

 

 

 

28,582

 

Proceeds from shares issued pursuant to private placement

 

 

217,896

 

 

 

83,228

 

Payments on finance lease obligations

 

 

(4,024

)

 

 

(2,824

)

Payments on notes payable - related party

 

 

(11

)

 

 

(907

)

Payments for taxes related to net share settlement of equity awards

 

 

(987

)

 

 

 

Net cash provided by financing activities

 

 

229,423

 

 

 

119,538

 

Net increase in cash and cash equivalents

 

 

66,861

 

 

 

101,564

 

Cash and cash equivalents, beginning of period

 

 

146,713

 

 

 

91,813

 

Cash and cash equivalents, end of period

 

$

213,574

 

 

$

193,377

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

Cash paid during the period for

 

 

 

 

 

 

Interest

 

$

22,653

 

 

$

12,798

 

Income taxes

 

$

120,365

 

 

$

70,996

 

Other noncash investing and financing activities

 

 

 

 

 

 

Adjustment to PurePenn, LLC and Solevo contingent consideration

 

$

2,800

 

 

$

 

ASC 842 lease additions - operating and finance leases

 

$

43,748

 

 

$

23,096

 

Shares issued for acquisitions

 

$

57,452

 

 

$

 

Purchase of property and equipment financed with accounts payable

 

$

16,148

 

 

$

7,167

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

5


 

Trulieve Cannabis Corp.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

NOTE 1. THE COMPANYNATURE OF BUSINESS

Trulieve Cannabis Corp. (togethertogether with its subsidiaries “Trulieve”(“Trulieve” or the “Company”) was incorporated in British Columbia, Canada. Trulieve (through its wholly-owned subsidiaries) is a vertically integrated cannabis company which, as of September 30, 2021,March 31, 2022, held licenses to operate in Florida, Massachusetts, California, Connecticut, Pennsylvania, andMassachusetts, West Virginia, Arizona, Colorado, Maryland, and Nevada, to cultivate, produce, and sell medicinal-use cannabis products, and with respect to Arizona, California, Colorado, Nevada, and Massachusetts, adult-use cannabis products, and have received notice of intent to award a license in Georgia. As disclosed in Note 18 below, on October 1, 2021,

In addition to the States listed above, the Company completed its previously announced acquisition of Harvest Health & Recreation Inc. ("Harvest") and, as a result ofalso conducts activities in other markets. In these markets, the acquisition, the Company's operations have expanded into additional states effective as of such date. All revenues are generated in the United States, and all long-lived assets are located in the United States. As of September 30, 2021, the majority of our revenue was generated from the sale of medical cannabis products in the State of Florida and in the Commonwealth of Pennsylvania. To date, neither the sale of adult-use cannabis products, nor our operations in Massachusetts, California, Connecticut,Company has either applied for licenses, plans on applying for licenses, or West Virginia, have been material to our business.partners with other entities, but does not currently directly own any cultivation, production or retail licenses.

In July 2018, Trulieve, Inc. entered into a non-binding letter agreement (“Letter Agreement”) with Schyan Exploration Inc. (“Schyan”) whereby Trulieve, Inc. and Schyan have agreed to merge their respective businesses resulting in a reverse takeover of Schyan by Trulieve, Inc. and change the business of Schyan from a mining issuer to a marijuana issuer (the “Transaction”). The Transaction was completed in August 2018 and Schyan changed its name to Trulieve Cannabis Corp.

The Company’s head officeprincipal address is located Tallahassee,in Quincy, Florida. The Company’s registered office is located in British Columbia. Our operations are substantially located in Florida and to a lesser extent Arizona and Pennsylvania.

The Company is listed on the Canadian Securities Exchange (the “CSE”) and began trading on September 24,25, 2018, under the ticker symbol “TRUL”, and trades on the OTCQX market under the symbol “TCNNF”.

NOTE 2. BASIS OF PRESENTATION

Principles of consolidation

The accompanying unaudited condensed consolidated financial statements include the financial position and operations of the Company have beenTrulieve Cannabis Corp. and its subsidiaries. The condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or "GAAP") for interim financial information and include the rulesassets, liabilities, revenue and regulationsexpenses of all wholly-owned subsidiaries and variable interest entities for which we have determined that we are the Securities and Exchange Commission (the “SEC”).

The accompanying unauditedprimary beneficiary. Outside shareholders' interests in subsidiaries are shown on the condensed consolidated financial statements contain all normalas non-controlling interests. Material intercompany balances and recurring adjustments necessary to state fairlytransactions are eliminated in consolidation. In our opinion, the condensed consolidated financial condition, results of operations, comprehensive income, statement of shareholders’ equity, and cash flows of the Company for the interim periods presented. Except as otherwise disclosed,statements include all such adjustments consist only of those of a normal recurring nature. Operatingnature necessary to present fairly our financial position as of March 31, 2022, and the results of our operations and cash flows for the ninethree months ended September 30, 2021March 31, 2022 and March 31, 2021. The results of our operations for the three months ended March 31, 2022 are not necessarily indicative of the results that mayto be expected for the current year ending December 31, 2021. full 2022 fiscal year.

A variable interest entity (“VIE”) is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support, is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights, or do not substantively participate in the gains and losses of the entity. Upon inception of a contractual agreement, the Company performs an assessment to determine whether the arrangement contains a variable interest in a legal entity and whether that legal entity is a VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE entity that could potentially be significant to the VIE. Where the Company concludes it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. When the Company is not the primary beneficiary, the VIE is accounted for using the equity method and is included in equity method investments on the consolidated balance sheets.

The Company regularly reviews and reconsiders previous conclusions regarding whether it is the primary beneficiary of a VIE in accordance with FASB ASC 810. The Company also reviews and reconsiders previous conclusions regarding whether the Company holds a variable interest in a potential VIE, the status of an entity as a VIE, and whether the Company is required to consolidate such a VIE in the consolidated financial statements when a change occurs.

The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the yearsyear ended December 31, 2020 and 2019 (“2020 audited consolidated financial statements”).

The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the2021, as reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC and the instructions to Form 10-Q.

Revision of Previously Issued Financial Statements

During the quarter ended September 30, 2021, the Company identified an error in its accounting for leases which was due to the lack of a complete lease population and the conclusions reached for the commencement date for leases not aligning with the possession date of

6


the associated right of use asset. This resulted in an understatement of the associated right of use assets and the associated lease liabilities. The Company also identified a misstatement related to the accounting for asset acquisitions that were consummated during the three months ended June 30, 2021, which was due to the Company initially valuing the equity consideration transferred using the contract value whereas the fair value as of the closing date should have been used. This resulted in an understatement of intangible assets, an understatement of the associated deferred tax liabilities and an understatement of additional paid-in-capital. Additionally, the Company identified assets not likely to be converted within a year were classified as prepaid and other current assets, rather than other assets. The Company evaluated the misstatements and concluded that the misstatements were not material, either individually or in the aggregate, to its current or previously issued consolidated financial statements.

To correct the immaterial misstatements, during the quarter ended September 30, 2021 the Company elected to revise its previously issued interim unaudited condensed consolidated balance sheet as of June 30, 2021 and March 31, 2021 as well as the previously issued 2020 condensed consolidated balance sheet. The revision of the historical interim unaudited condensed consolidated balance sheet includes the correction of these immaterial misstatements as well as other previously identified balance sheet misclassifications. Accordingly, the accompanying interim unaudited condensed consolidated balance sheet and relevant footnotes in this QuarterlyAnnual Report on Form 10-Q as well as the 2020 condensed consolidated balance sheet have been revised to correct for such immaterial misstatements. The Company will present the revision of its previously issued interim unaudited condensed consolidated balance sheet as of March 31, 2021 and June 30, 2021, in connection with the future filing of its Quarterly Reports on Form 10-Q. The impact of the lease entries recorded as of June 30, 2021.10-K.

The impact of the revision on the Company’s interim unaudited condensed consolidated balance sheet as of June 30, 2021 is reflected in the following table:

Balance Sheet as of June 30, 2021 (unaudited)

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

Prepaid expenses and other current assets

 

$

28,313

 

 

$

(4,249

)

 

$

24,064

 

Total current assets

 

 

442,090

 

 

 

(4,249

)

 

 

437,841

 

Property and equipment, net

 

 

427,666

 

 

 

258

 

 

 

427,924

 

Right of use assets - operating, net

 

 

31,254

 

 

 

8,768

 

 

 

40,022

 

Right of use assets - finance, net

 

 

41,521

 

 

 

6,371

 

 

 

47,892

 

Intangible assets, net

 

 

123,106

 

 

 

(621

)

 

 

122,485

 

Other assets

 

 

9,547

 

 

 

4,246

 

 

 

13,793

 

Total assets

 

 

1,146,307

 

 

 

14,773

 

 

 

1,161,080

 

Operating lease liabilities, current portion

 

 

3,583

 

 

 

432

 

 

 

4,015

 

Finance lease liabilities, current portion

 

 

4,723

 

 

 

281

 

 

 

5,004

 

Total current liabilities

 

 

76,738

 

 

 

713

 

 

 

77,451

 

Operating lease liabilities

 

 

29,381

 

 

 

8,396

 

 

 

37,777

 

Finance lease liabilities

 

 

39,694

 

 

 

5,822

 

 

 

45,516

 

Deferred tax liability

 

 

29,845

 

 

 

(2,213

)

 

 

27,632

 

Total liabilities

 

 

390,072

 

 

 

12,718

 

 

 

402,790

 

Additional paid-in-capital

 

 

522,898

 

 

 

2,055

 

 

 

524,953

 

Total shareholders equity

 

$

756,235

 

 

$

2,055

 

 

$

758,290

 

Balance Sheet as of March 31, 2021 (unaudited)

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

Prepaid expenses and other current assets

 

$

25,180

 

 

$

(3,728

)

 

$

21,452

 

Total current assets

 

 

294,157

 

 

 

(3,728

)

 

 

290,429

 

Right of use assets - operating, net

 

 

30,051

 

 

 

2,830

 

 

 

32,881

 

Right of use assets - finance, net

 

 

38,380

 

 

 

1,838

 

 

 

40,218

 

Other assets

 

 

7,549

 

 

 

3,693

 

 

 

11,242

 

Total assets

 

 

897,455

 

 

 

4,633

 

 

 

902,088

 

Operating lease liabilities, current portion

 

 

3,324

 

 

 

173

 

 

 

3,497

 

Finance lease liabilities, current portion

 

 

4,344

 

 

 

70

 

 

 

4,414

 

Total current liabilities

 

 

100,900

 

 

 

243

 

 

 

101,143

 

Operating lease liabilities

 

 

28,326

 

 

 

2,581

 

 

 

30,907

 

Finance lease liabilities

 

 

36,294

 

 

 

1,809

 

 

 

38,103

 

Total liabilities

 

$

411,871

 

 

$

4,633

 

 

$

416,504

 

 

 

75


 

Balance Sheet as of December 31, 2020

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

Prepaid expenses and other current assets

 

$

19,815

 

 

$

(3,696

)

 

$

16,119

 

Total current assets

 

 

265,148

 

 

 

(3,696

)

 

 

261,452

 

Right of use assets - operating, net

 

 

28,171

 

 

 

1,905

 

 

 

30,076

 

Other assets

 

 

3,944

 

 

 

3,584

 

 

 

7,528

 

Total assets

 

 

816,112

 

 

 

1,793

 

 

 

817,905

 

Operating lease liabilities, current portion

 

 

3,154

 

 

 

123

 

 

 

3,277

 

Total current liabilities

 

 

75,998

 

 

 

123

 

 

 

76,121

 

Operating lease liabilities

 

 

26,450

 

 

 

1,670

 

 

 

28,120

 

Total liabilities

 

$

368,208

 

 

$

1,793

 

 

$

370,001

 

Trulieve Cannabis Corp.

The Company recorded operating lease expense, depreciation, and interest expense totaling $Notes to Condensed Consolidated Financial Statements

Basis of Measurement0.3

 million in the income statement for the three months ended September 30, 2021 that related to these expenses from prior periods. This had an immaterial impact

These condensed consolidated financial statements have been prepared on the period recordedgoing concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein.

Functional Currency

The functional currency of the Company and its subsidiaries, as determined by management, is the United States (“U.S.”) dollar. These condensed consolidated financial statements are presented in U.S. dollars.

Reclassifications

Certain reclassifications have been made to the condensed consolidated financial statements of prior periods and is correctly reflected for the nine months ended September 30, 2021accompanying notes to conform to the current period presentation..

Significant Accounting PoliciesNOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies are more fully described in Note 2 to3. Summary of Significant Accounting Policies in the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2021, filed with thisthe Securities and Exchange Commission or SEC,("SEC") on March 23, 202130, 2022 (the "2020"2021 Form 10-K"). There have been no material changes to the Company’s significant accounting policies, exceptpolicies.

Critical accounting estimates and judgments

The preparation of the condensed consolidated financial statements with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates in our condensed consolidated financial statements, include, but are not limited to, accounting for the adoptionacquisitions and business combinations; initial valuation and subsequent impairment testing of ASU 2019-12 as explained below.goodwill, other intangible assets and long-lived assets; leases; fair value of financial instruments, income taxes; inventory; share-based payment arrangements, and commitment and contingencies. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.

Restricted Cash

Restricted cash balances are those which meet the definition of cash and cash equivalents but are not available for use by the Company. As of December 31, 2021, restricted cash was $3.0 million, which represented cash consideration set aside in relation to amounts held for a pending legal dispute. The restriction on this cash was released in January 2022 as the litigation was settled in December 2021. There was 0 restricted cash as of March 31, 2022.

6


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consists of:

 

March 31, 2022

 

 

December 31, 2021

 

 

(in thousands)

 

Trade accounts payable

$

18,958

 

 

$

14,330

 

Accrued payroll

 

27,245

 

 

 

24,728

 

Accrued property and equipment

 

10,985

 

 

 

6,507

 

Accrued property and equipment - related party

 

 

 

 

11,353

 

Accrued inventory

 

11,039

 

 

 

8,373

 

Accrued insurance

 

3,449

 

 

 

6,620

 

Accrued interest

 

17,673

 

 

 

6,787

 

Accrued utilities

 

317

 

 

 

990

 

Sales tax payable

 

5,508

 

 

 

5,352

 

Other payables and accrued liabilities

 

14,636

 

 

 

9,033

 

Total accounts payable and accrued liabilities

$

109,810

 

 

$

94,073

 

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consists of:

 

March 31, 2022

 

 

December 31, 2021

 

 

(in thousands)

 

Prepaid insurance

$

6,073

 

 

$

10,175

 

Prepaid expenses

 

10,677

 

 

 

10,325

 

Prepaid payroll

 

12,809

 

 

 

 

Tenant improvement receivables

 

9,539

 

 

 

16,853

 

Held for sale assets, net

 

9,460

 

 

 

8,719

 

Deposits

 

11,185

 

 

 

16,969

 

Current portion of acquisition earnouts

 

9,999

 

 

 

 

Other current assets

 

6,440

 

 

 

5,148

 

Total prepaids and other current assets

$

76,182

 

 

$

68,189

 

Deferred Revenue

The Company has a loyalty rewards program that allows customers to earn reward credits to be used on future purchases. Loyalty reward credits issued as part of a sales transaction results in revenue being deferred until the loyalty reward is redeemed by the customer. The loyalty rewards are shown as reductions to ‘revenues, net of discounts’ line on the accompanying condensed consolidated statements of operations and comprehensive (loss) income and included as deferred revenue on the condensed consolidated balance sheets.

A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. As of March 31, 2022 and December 31, 2021, the loyalty liability totaled $6.2 million and $6.7 million, respectively, that is included in deferred revenue on the condensed consolidated balance sheets.

Advertising Costs

Advertising costs are expensed as incurred and are included in sales and marketing expenses in the accompanying condensed consolidated statements of operations and comprehensive (loss) income and totaled $2.7 million and $1.1 million for the three months ended March 31, 2022 and 2021, respectively.

7


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

Held for sale

We classify long-lived assets or disposal groups and related liabilities as held-for-sale when management having the appropriate authority, generally our Board of Directors or certain of our Executive Officers, commits to a plan of sale, the disposal group is ready for immediate sale, an active program to locate a buyer has been initiated and the sale is probable and expected to be completed within one year. Once classified as held-for-sale, disposal groups are valued at the lower of their carrying amount or fair value less estimated selling costs. Depreciation on these properties is discontinued at the time they are classified as held for sale, but operating revenues, operating expenses and interest expense continue to be recognized until the date of sale.

As of March 31, 2022, the Company had $9.5 million in net assets held for sale which is recorded in prepaids and other current assets in the condensed consolidated balance sheets. The net assets held for sale as of March 31, 2022 primarily consists of leases and related liabilities. As of December 31, 2021, the Company had $8.7 million in net assets held for sale which is recorded in prepaid expenses and other current assets in the consolidated balance sheets. The net assets held for sale primarily consist of property and equipment, leases and related liabilities, and a note payable. During the three months ended March 31, 2022 the Company settled net assets of $0.7 million, sold land held for sale for $0.2 million in proceeds, and recorded a loss on sale of $2.6 million of which is recorded in loss on divestment and sale of non-operating assets in the condensed consolidated statement of operations and comprehensive (loss) income.

Recently Issued Accounting Pronouncements

Recent accounting pronouncements, other than those below, issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect on the Company’s present or future financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes,, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 was effective for the Company beginning January 1, 2021. The Company adopted ASU 2019-122016-13 on January 1, 2021. The, and the adoption did nonott have a material impact on the Company’s consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (“Topic 606”) rather than adjust them to fair value at the acquisition date. We elected to early adopt this accounting standard in the fourth quarter of 2021, with retrospective application to business combinations that occurred in fiscal year 2021. Results of operations for quarterly periods prior to September 30, 2021 remain unchanged as a result of the adoption of ASU No. 2021-08. The acquisitions of Harvest Health and Recreation Inc. and Purplemed Healing Center were accounted for in accordance with ASU 2021-08, as will all future acquisitions. Refer to Note 4. Acquisitions for further information. The adoption of this standard did not have a material impact on our consolidated financial statements.

NOTE 4. ACQUISITIONS

(a) CP4 Group, LLC

COVID-19 Pandemic

On February 14, 2022, the Company acquired a cultivation operation from CP4 Group, LLC, in Phoenix, Arizona ("Watkins"). Total consideration was $27.5 million paid in cash. An additional $22.5 million was paid into escrow for four potential earnouts. The global outbreakearnouts are based on the completion of certain milestones and contingent on the continued employment of the novel strainkey employee shareholders ("Key Employees") of Watkins. As the earnouts are contingent on the continued employment of the coronavirus knownKey Employees, the $22.5 million is compensation for post-combination services. The Company will accrue the compensation cost for each earnout as COVID-19 has resultedit becomes probable and estimable and over the most probable period of continued employment required for the specific earnouts. The Company reviewed the potential earnouts concluding three are probable and estimable as of March 31, 2022, recording an accrual of $2.1 million in governments worldwide enacting emergency measures to combatcontingencies and other long-term liabilities on the spread ofcondensed consolidated balance sheets which was expensed during the virus. In response to the outbreak, governmental authoritiesthree months ended March 31, 2022, in general and administrative expenses in the United States, Canadacondensed consolidated statements of operations and internationally have introduced various recommendations and measurescomprehensive (loss) income. NaN liability was recorded for the fourth earnout as it was concluded to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, quarantines, self-isolations, shelters-in-place and social distancing. Management has been closely monitoring the continuing impactbe reasonably possible but not probable as of COVID-19, withMarch 31, 2022. The earnouts will be evaluated on a focus in the health and safety of the Company’s employees, business continuity and supporting its communities. The Company has enacted various measures to reduce the spread of the virus, including implementing social distancing at its cultivation facilities and dispensaries, enhancing cleaning protocols at such facilities and dispensaries and encouraging employees to adhere to preventative measures recommended by local, state, and federal health officials.quarterly basis. The Company incurred expenses$0.2 million of transaction costs related to enhanced cleaning protocols, personal protective equipmentthe acquisition of Watkins. These costs were expensed as incurred and COVID-19 related paid leaveincluded in general and administrative expenses in the condensed consolidated statements of operations and comprehensive (loss) income for employees. the quarter ended March 31, 2022.

 

8


 

NOTE 3. ACQUISITIONSTrulieve Cannabis Corp.

(a)Notes to Condensed Consolidated Financial Statements

The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Watkins met the definition of a business as Watkins is an existing cultivation facility with inputs, processes, and outputs in place that constitute a business under Topic 805. As a result, the acquisition of Watkins has been accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible assets acquired. The primary reason for the acquisition was to expand the Company's cultivation capacity in Arizona. The goodwill of $24.5 million arising from the acquisition primarily consist of the economies of scale expected from a vertical cannabis market in Arizona.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities assumed:

(in thousands)

 

 

 

Consideration

 

 

 

  Cash

 

$

27,500

 

      Fair value of consideration exchanged

 

$

27,500

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

 

 

 

  Inventories

 

$

2,266

 

  Property and equipment

 

 

692

 

  Right of use asset - operating

 

 

4,737

 

  Goodwill

 

 

24,542

 

  Operating lease liability

 

 

(4,737

)

     Total net assets acquired

 

$

27,500

 

(b) Purplemed Healing Center

On December 28, 2021, the Company acquired 100% of certain assets of Purplemed Healing Center ("Purplemed") including the Medical Marijuana Dispensary License issued by the Arizona Department of Health Services ("ADHS") and the Marijuana Establishment License issued by the ADHS which collectively serve as the Purplemed license providing the ability to operate a marijuana retail sales dispensary as well as the assumption of the associated lease. The Company also acquired the right to operate an additional offsite cultivation business under the Arizona Adult Use Marijuana Act, and the option to purchase full ownership and management of Greenmed, Inc., the Greenmed license, and the Greenmed dispensary. As part of the transaction, the Company assumed the Purplemed loyalty program.

The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Purplemed did not meet the definition of a business as Purplemed did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of Purplemed has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. The total consideration was $15.0 million consisting of cash. The acquisition provided for indemnity for pre-closing liabilities. Accordingly, the Company recognized an indemnification asset of $0.5 million offset by associated liabilities based on the information that was available at the date of the acquisition, which is included in the net assets acquired.

9


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

The net assets were acquired for an aggregate purchase price of $15.0 million.

(in thousands)

Consideration:

Cash

$

15,000

Transaction costs

12

      Fair value of consideration exchanged

$

15,012

Recognized amounts of identifiable assets acquired and liabilities assumed:

Prepaid expenses and other current assets

$

531

Right of use asset - operating

271

Intangible asset

15,076

Other current liabilities

(531

)

Deferred revenue

(109

)

Operating lease liability

(226

)

      Total net assets acquired

$

15,012

The acquired intangible asset includes a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year useful life.

(c) Harvest Health & Recreation Inc.

On October 1, 2021, (the “Closing Date”), the Company acquired 100% of the common shares of Harvest Health & Recreation, Inc. (“Harvest”) and its portion of variable interest entities in exchange for Subordinate Voting Shares of the Company (the “Transaction”).

Harvest is one of the largest multi-state vertically integrated operators in the cannabis industry in the United States operating from “seed to sale". Harvest operates facilities or provides services to cannabis dispensaries in Arizona, California, Colorado, Florida, Maryland, Nevada, and Pennsylvania, with two provisional licenses in Massachusetts. In addition, Harvest owns CO2 extraction, distillation, purification, and manufacturing technology used to produce a line of cannabis topicals, vapes, and gems featuring cannabinoids and a hemp-derived product line sold in Colorado.

Total consideration was $1.4 billion consisting of Trulieve Subordinate Voting Shares (“Trulieve Shares”) with a fair value of $1.37 billion, stock options, equity classified warrants, restricted stock units and other outstanding equity instruments with a fair value of $18.4 million, and warrant liabilities convertible into equity with a fair value of $3.1 million at the time of the Transaction. The Company incurred $13.0 million in transaction costs related to the acquisition of Harvest as of December 31, 2021. NaN additional transaction costs have been incurred.

The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The primary reason for the acquisition was to expand the Company’s retail and cultivation footprint and gain access to new markets. The goodwill of $662.1 million arising from the acquisition primarily consisted of the synergies and economies of scale expected from combining the operations of Trulieve and Harvest including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Goodwill is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of goods sold, therefore goodwill is not deductible.

10


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

(in thousands)

 

 

 

Consideration:

 

 

 

  Trulieve Subordinated Voting Shares

 

$

1,369,024

 

  Fair value of other equity instruments

 

 

18,394

 

  Fair value of warrants classified as liabilities

 

 

3,103

 

  Fair value of consideration exchanged

 

$

1,390,521

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

 

 

 

  Cash and cash equivalents

 

$

85,318

 

  Restricted cash

 

 

3,072

 

  Accounts receivable

 

 

3,645

 

  Inventories

 

 

92,537

 

  Prepaid expenses and other current assets

 

 

100,129

 

  Notes receivable

 

 

9,805

 

  Property and equipment

 

 

191,801

 

  Right of use assets - operating

 

 

73,476

 

  Intangible assets:

 

 

 

      Dispensary license

 

 

946,000

 

      Trademarks

 

 

27,430

 

      Customer relationships

 

 

3,500

 

  Other assets

 

 

5,289

 

  Accounts payable and accrued liabilities

 

 

(58,887

)

  Income tax payable

 

 

(24,863

)

  Deferred revenue

 

 

(4,523

)

  Operating lease liabilities

 

 

(76,558

)

  Contingencies

 

 

(26,599

)

  Notes payable

 

 

(285,238

)

  Construction finance liabilities

 

 

(79,683

)

  Other long-term liabilities

 

 

(1,085

)

  Deferred tax liabilities

 

 

(253,986

)

 

 

$

730,580

 

  Non-controlling interest

 

$

(2,139

)

  Goodwill

 

 

662,080

 

        Total net assets acquired

 

$

1,390,521

 

The acquired intangible assets include dispensary licenses which are treated as definite-lived intangible assets amortized over a 15-year useful life, tradenames amortized over a one to five year useful life, and customer relationships amortized over a one year period.

On acquisition date there was consideration in the form of 1,266,641 stock options (as converted) that had been issued before the acquisition date to employees and non-employees of Harvest. The pre-combination fair value of these awards is $6.2 million. There was consideration in the form of 1,011,095 warrants (1,009,416 equity classified SVS warrants and 1,679 liability classified MVS warrants, as converted) that had been issued before the acquisition date to employees and non-employees of Harvest. The pre-combination fair value of these awards is $7.7 million with $4.6 million representing the equity classified warrants and $3.1 million representing the liability classified warrants. There was consideration in the form of restricted stock units that had been issued before the acquisition date to non-employees of Harvest which vested for services performed pre-combination representing 18,297 SVS. The pre-combination fair value of these awards is $0.5 million. There was additional consideration in the form of other outstanding equity instruments issued before the acquisition date to non-employees which had a pre-combination fair value of $7.1 million.

As part of the acquisition, Harvest entered into a sale agreement to sell their Florida cannabis license for $55.0 million where Trulieve was legally prohibited from holding this license and the sale occurred simultaneously with the Transaction. Therefore, a $55.0 million

11


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

receivable for the sale proceeds was deemed acquired and recorded. The funds were received subsequent to the closing of the transaction on October 1, 2021.

The Company has not yet finalized their accounting for non-controlling interests on the acquired entities but has recorded preliminary entries in this area. Any subsequent adjustments would be expected to impact non-controlling interest and goodwill. This accounting will be finalized during the measurement period.

Supplemental pro forma information (unaudited)

The unaudited pro forma information for the periods set forth below gives effect to the acquisition of Harvest Health & Recreation Inc. and Keystone Shops, as if the acquisitions had occurred on January 1, 2021. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transactions been consummated as of that time nor does it purport to be indicative of future financial operating results.

Proforma net revenues for the period ending March 31, 2021 are $287.9 million. Proforma net loss and comprehensive loss attributable to common shareholders for the period ending March 31, 2021 are $2.5 million.

Unaudited pro forma net income reflects the adjustment of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections.

(d) Keystone Shops


On July 8, 2021, the Company acquired
100% of the membership interests of Anna Holdings, LLC, the sole member of Chamounix Ventures, LLC which holds a permit to operate dispensaries under Keystone Shops (“Keystone Shops”) with locations in Philadelphia, Devon and King of Prussia, Pennsylvania. Total consideration was $55.6 million consisting of $20.3 million in cash, inclusive of net working capital adjustments, and 1,009,336 in Trulieve Subordinate Voting Shares ("Trulieve Shares") with a fair value of $35.4 million. The agreement provides for an additional $5.0 million in consideration which is contingent on the enactment, adoption or approval of laws allowing for adult-use cannabis in the Commonwealth of Pennsylvania. NaN liability has beenwas recorded for this contingent consideration, as it was not estimated to be probable at the time of acquisition.acquisition nor as of March 31, 2022. The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations. Goodwill arose because the consideration paid for the business acquisition reflected the benefit of expected revenue growth and future market development. These benefits were not recognized separately from goodwill because they do not meet

12


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

The following table summarizes the recognition criteriaallocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets. Goodwill is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of production, therefore goodwill is not deductible.assets acquired and liabilities assumed:

 

(dollars in thousands)

 

 

 

(in thousands)

 

 

 

Consideration:

 

 

 

 

 

 

Cash

 

$

20,251

 

 

$

20,251

 

Shares issued upon acquisition

 

 

35,385

 

 

 

35,385

 

Fair value of consideration exchanged

 

$

55,636

 

 

$

55,636

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

 

 

 

 

 

 

Cash

 

$

500

 

 

$

500

 

Inventories

 

1,766

 

 

 

1,766

 

Prepaid expenses and other current assets

 

240

 

 

 

240

 

Property and equipment

 

1,144

 

 

 

1,144

 

Right of use asset - finance

 

1,340

 

 

 

1,340

 

Intangible assets

 

 

 

 

 

 

Dispensary license

 

27,000

 

 

 

27,000

 

Tradename

 

100

 

 

 

100

 

Favorable leasehold interests, net

 

86

 

 

 

86

 

Goodwill

 

40,072

 

 

 

39,703

 

Other assets

 

40

 

 

 

40

 

Accounts payable and accrued liabilities

 

(878

)

 

 

(878

)

Income tax payable

 

(2,892

)

 

 

(2,892

)

Operating lease liabilities

 

(1,340

)

 

 

(1,340

)

Other long-term liabilities

 

(2,179

)

 

 

(2,179

)

Deferred tax liability

 

 

(9,363

)

 

 

(8,994

)

Total net assets acquired

 

$

55,636

 

 

$

55,636

 

 

The acquired intangible assets include a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year useful life, as well as tradename and net favorable leasehold interests which were fully amortized in the period of acquisition due to useful life and materiality considerations.

 

9(e) Nature’s Remedy of Massachusetts, Inc.

On June 30, 2021, the Company completed an asset purchase agreement whereby Trulieve acquired a licensed, but not yet operating, adult-use dispensary location from Nature’s Remedy of Massachusetts, Inc. (“Nature’s Remedy”). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Nature’s Remedy did not meet the definition of a business as Nature’s Remedy did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of Nature’s Remedy has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. Total consideration was $16.2 million consisting of $7.0 million in cash and 237,881 in Trulieve Shares, with a fair value of $9.1 million, and less than $0.1 million in transaction costs.

13


 

(b)Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

(in thousands)

 

 

 

Consideration:

 

 

 

Cash

 

$

7,000

 

Shares issued upon acquisition

 

 

9,139

 

Transaction costs

 

 

23

 

Fair value of consideration exchanged

 

$

16,162

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

 

 

 

Prepaid expenses and other current assets

 

$

12

 

Property and equipment

 

 

1,006

 

Right of use asset - finance

 

 

799

 

Intangible assets

 

 

15,274

 

Accounts payable and accrued liabilities

 

 

(335

)

Finance lease liability

 

 

(594

)

     Total net assets acquired

 

$

16,162

 

The acquired intangible asset is represented by the adult-use license and is treated as a definite-lived intangible asset amortized over a 15-year useful life.

(f) Patient Centric of Martha's Vineyard

On July 2, 2021, the Company acquired certain assets of Patient Centric of Martha’s Vineyard (“PCMV”) including the rights to a Provisional Marijuana Retailers License from the Massachusetts Cannabis Control Commission, the right to exercise an option held by PCMV to lease real property in Framingham, Massachusetts for use as a marijuana retailer, and necessary municipal entitlements to operate as a marijuana retailer at the property. Total consideration was 258,383 in Trulieve Shares, of which 10,879 are subject to a holdback for six months as security for any indemnity claims by the Company under the asset purchase agreement. The fair value of the equity exchangeexchanged was $10.0 million. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining PCMV did not meet the definition of a business as PCMV did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of PCMV has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values.

 

(dollars in thousands)

(in thousands)

 

 

 

Consideration:

 

 

 

Shares issued upon acquisition

 

$

10,012

 

Transaction costs

 

 

18

 

         Fair value of consideration exchanged

 

$

10,030

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

 

 

 

Right of use asset - finance

 

$

1,756

 

Intangible asset

 

 

10,594

 

Finance lease liabilities

 

 

(2,320

)

          Total net assets acquired

 

$

10,030

 

 

Consideration:

Shares issued upon acquisition

$

10,012

Transaction costs

18

Fair value of consideration exchanged

$

10,030

Recognized amounts of identifiable assets acquired and liabilities assumed:

Right of use asset - finance

$

1,756

Intangible assets

Dispensary license

13,298

Finance lease liabilities

(2,321

)

Deferred tax liability

(2,703

)

Total net assets acquired

$

10,030

The acquired intangible asset is represented by the adult-use license and is treated as a definite-lived intangible asset amortized over a 15-year useful life.

(c) Nature’s Remedy of Massachusetts, Inc.

On June 30, 2021, the Company completed an asset purchase agreement whereby Trulieve acquired a licensed, but not yet operating, adult-use dispensary location from Nature’s Remedy of Massachusetts, Inc. (“Nature’s Remedy”). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Nature’s Remedy did not meet the definition of a business as Nature’s Remedy did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of Nature’s Remedy has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. During the third quarter of 2021, the Company recorded an adjustment of $2.6 million increasing the cost of the acquisition due to an adjustment to the fair value of the equity consideration and updated the purchase price allocation accordingly, which updated equity consideration from contract value to fair value as of the closing date, and also updated the associated deferred tax liability. This adjustment resulted in an updated total consideration of $16.2 million consisting of $7.0 million in cash and 237,881 in Trulieve Shares with an updated fair value of $9.1

10


million and less than $0.1 million in transaction costs. Refer to "Note 2. Basis of Presentation" under "Revisions of Previously Issued Financial Statements" above for additional details. The adjusted net assets acquired are as follows:

(dollars in thousands)

 

 

 

Consideration:

 

 

 

Cash

 

$

7,000

 

Shares issued upon acquisition

 

 

9,139

 

Transaction costs

 

 

23

 

Fair value of consideration exchanged

 

$

16,162

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

 

 

 

Prepaid expenses and other current assets

 

$

12

 

Property and equipment

 

 

1,006

 

Right of use asset - finance

 

 

799

 

Intangible assets

 

 

 

Dispensary license

 

 

19,630

 

Accounts payable and accrued liabilities

 

 

(335

)

Finance lease liability

 

 

(594

)

Deferred tax liability

 

 

(4,356

)

Total net assets acquired

 

$

16,162

 

The acquired intangible asset is represented by the adult-use license and is treated as a definite-lived intangible asset amortized over a 15-year useful life.

(d)(g) Solevo Wellness West Virginia, LLC

On June 8, 2021, the Company acquired 100% of the membership interests of Solevo Wellness West Virginia, LLC (“Solevo WV”) which holds three West Virginia dispensary licenses. The Company analyzed the acquisition under ASU 2017-01, Business

14


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

Combinations (Topic 805): Clarifying the Definition of a Business, determining Solevo WV did not meet the definition of a business as substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset. Therefore, the transaction has been accounted for as an asset acquisition. During the third quarter of 2021, the Company recorded an adjustment of $0.1 million decreasing the cost of the acquisition due to an adjustment to the fair value of the equityTotal consideration which updated equity consideration originally recorded at contract value to fair value as of the closing date, and also updated the associated deferred tax liability. This adjustment resulted in an updated total consideration ofwas $0.8 million consisting of $0.2 million in cash, 11,658 in Trulieve Shares with an updateda fair value of $0.4 million, $0.1 million in debt forgiveness and less than $0.1 million in transaction costs. The consideration of $0.8 million was allocated to acquired assets of $1.00.8 million, which are treated as definite-lived intangible assets amortized over a 1515-year-year useful life, offset by a related deferred tax liability of $life.0.2 million. Refer to "Note 2. Basis of Presentation" under "Revisions of Previously Issued Financial Statements" above for additional details.

(e)

(h) Mountaineer Holding, LLC

On May 6, 2021, the Company acquired 100% of the membership interests of Mountaineer Holding LLC (“Mountaineer”) which holds a cultivation permit and two dispensary permits in West Virginia. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Mountaineer did not meet the definition of a business as substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset. Therefore, the transaction has been accounted for as an asset acquisition. During the third quarter of 2021, the Company recorded an adjustment of $0.5 million decreasing the cost of the acquisition due to an adjustment to the fair value of the equityTotal consideration which updated equity consideration originally recorded at contract value to fair value as of the closing date, and also updated the associated deferred tax liability. This adjustment resulted in an updated total consideration ofwas $5.5 million, consisting of $3.0 million in cash and 60,342 in Trulieve Shares with a fair value of $2.5 million. The consideration of $5.5 million has been allocated to the $7.05.5 million of acquired assets which are treated as definite-lived intangible assets and amortized over a 1515-year-year useful life, offset by a related deferred tax liability of $1.5 million. Refer to "Note 2. Basis of Presentation" under "Revisions of Previously Issued Financial Statements" above for additional details.

11


(f) PurePenn, LLC and Pioneer Leasing & Consulting, LLC

On November 12, 2020, the Company acquired 100% of the membership interests of both PurePenn, LLC, which holds a permit to cultivate and process medical marijuana in Pennsylvania, and Pioneer Leasing & Consulting, LLC (collectively “PurePenn”). The purpose of this acquisition was to operate the cultivation and manufacturing facility located in McKeesport, Pennsylvania. Trulieve acquired PurePenn for an upfront payment valued at $48.7 million, comprised of 1,298,964 in Trulieve Shares with a fair value of $29.7 million and $19.0 million in cash, plus a potential earn-out payment of up to 2,405,488 Trulieve Shares based on the achievement of certain agreed upon EBITDA milestones. The earn-out period is through the end of 2021. The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations. As of September 30, 2021, total transaction costs related to the acquisition were approximately $1.8 million. Goodwill arose because the consideration paid for the business acquisition reflected the benefit of expected revenue growth and future market development. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Goodwill is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of production, therefore goodwill is not deductible.

For the three months ended June 30, 2021, the Company recorded an adjustment to the initial valuation of shares issued upon acquisition, which increased the fair value of the consideration exchanged and the estimated purchase price by $2.7 million and increased goodwill by $2.7 million and we recorded an adjustment to the initial valuation of contingent consideration payable in shares, which reduced contingent consideration payable in shares and the estimated purchase price by $3.0 million and decreased goodwill by $3.0 million. For the three months ended September 30, 2021, the Company recorded an adjustment to the deferred tax liability decreasing goodwill and the associated deferred tax liability by $0.6 million.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

(dollars in thousands)

 

 

 

Consideration:

 

 

 

Cash

 

$

19,000

 

Shares issued upon acquisition

 

 

29,711

 

Contingent consideration payable in shares

 

 

46,951

 

Fair value of consideration exchanged

 

$

95,662

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

 

 

 

Cash

 

$

563

 

Accounts receivable

 

 

1,300

 

Prepaid expenses and other current assets

 

 

376

 

Inventories

 

 

7,461

 

Property and equipment, net

 

 

26,233

 

Intangible assets, net:

 

 

 

State license

 

 

45,310

 

Moxie license

 

 

2,960

 

Tradename

 

 

580

 

Goodwill

 

 

46,349

 

Other assets

 

 

478

 

Accounts payable and accrued liabilities

 

 

(2,189

)

Construction finance liability

 

 

(17,413

)

Deferred tax liability

 

 

(16,346

)

Total net assets acquired

 

$

95,662

 

(g) Keystone Relief Centers, LLC

On November 12, 2020, the Company acquired 100% of the membership interests of Keystone Relief Centers, LLC (referred to herein as “Solevo Wellness”), which holds a permit to operate 3 medical marijuana dispensaries in the Pittsburgh, Pennsylvania area. Trulieve acquired Solevo for an upfront purchase price of $21.0 million, comprised of $10.0 million in cash and 481,097 in Trulieve Shares with a fair value of $11.0 million, plus a potential earn-out payment of up to 721,647 Trulieve Shares based on the achievement of certain agreed upon EBITDA milestones. The earn-out period is through the end of 2021. The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations.As of September 30, 2021, total transaction costs related to the acquisition were approximately $0.9 million. Goodwill arose because thelife.

12


consideration paid for the business acquisition reflected the benefit of expected revenue growth and future market development. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Goodwill is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of production, therefore goodwill is not deductible.

During 2021, the purchase price allocations were adjusted, primarily to net working capital, goodwill and intangible assets. For the three months ended March 31, 2021, we recorded an adjustment of $3.8 million to the initial valuation amount of intangible assets for the dispensary license, increasing the dispensary license balance by $3.8 million and decreasing goodwill by $3.8 million. For the three months ended June 30, 2021, we recorded an adjustment to the initial valuation of shares issued upon issuance, which increased the fair value of the consideration exchanged by $1.0 million and increased goodwill by $1.0 million, and we recorded an adjustment to the initial valuation of contingent consideration payable in shares, which increased contingent consideration payable in shares and the estimated purchase price by $0.2 million and increased goodwill by $0.2 million. For the three months ended September 30, 2021, the Company recorded an adjustment to the deferred tax liability increasing goodwill and the associated deferred tax liability by $1.2 million.

The following table summarizes the final allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

(dollars in thousands)

 

 

 

Consideration:

 

 

 

Cash

 

$

10,000

 

Shares issued upon acquisition

 

 

11,004

 

Contingent consideration payable in shares

 

 

15,249

 

Net working capital adjustment

 

 

624

 

Fair value of consideration exchanged

 

$

36,877

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

 

 

 

Cash

 

$

1,229

 

Accounts receivable

 

 

117

 

Prepaid expenses and other current assets

 

 

91

 

Inventories

 

 

2,337

 

Property and equipment, net

 

 

2,245

 

Right of use asset

 

 

2,156

 

Intangible assets, net:

 

 

 

Dispensary license

 

 

19,890

 

Tradename

 

 

930

 

Goodwill

 

 

17,985

 

Accounts payable and accrued liabilities

 

 

(790

)

Lease liability

 

 

(2,156

)

Deferred tax liability

 

 

(7,157

)

Total net assets acquired

 

$

36,877

 

NOTE 4. INVENTORY

The Company’s inventory includes the following at September 30, 2021 and December 31, 2020:

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

(dollars in thousands)

 

Raw material

 

 

 

 

 

 

Cannabis plants

 

$

19,419

 

 

$

10,661

 

Harvested cannabis and packaging

 

 

23,529

 

 

 

11,233

 

Total raw material

 

 

42,948

 

 

 

21,894

 

Work in process

 

 

63,952

 

 

 

54,780

 

Finished goods-unmedicated

 

 

3,473

 

 

 

3,908

 

Finished goods-medicated

 

 

23,501

 

 

 

17,730

 

Total inventories

 

$

133,874

 

 

$

98,312

 

13


NOTE 5. PROPERTY & EQUIPMENTACCOUNTS RECEIVABLE

At September 30, 2021As of March 31, 2022 and December 31, 2020, Property and Equipment2021, Accounts receivable, net consisted of the following:

 

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

(dollars in thousands)

 

Land

 

$

7,468

 

 

$

5,878

 

Buildings and improvements

 

 

288,133

 

 

 

156,372

 

Construction in progress

 

 

162,528

 

 

 

129,588

 

Furniture and equipment

 

 

93,485

 

 

 

51,714

 

Vehicles

 

 

349

 

 

 

351

 

Total

 

 

551,963

 

 

 

343,903

 

Less: accumulated depreciation

 

 

(50,854

)

 

 

(29,858

)

Total property and equipment, net

 

$

501,109

 

 

$

314,045

 

 

 

March 31, 2022

 

 

December 31, 2021

 

 

 

(in thousands)

 

Trade receivables

 

$

13,633

 

 

$

9,363

 

Less: allowance for credit losses

 

 

(851

)

 

 

(509

)

Accounts receivable, net

 

$

12,782

 

 

$

8,854

 

NOTE 6. NOTES RECEIVABLE

As of March 31, 2022 and December 31, 2021, Notes receivable, net consisted of the following:

 

 

March 31,
2022

 

 

December 31,
2021

 

 

 

(in thousands)

 

Promissory note acquired from Harvest maturing in November 2025. Secured by certain assets.

 

$

8,659

 

 

$

8,827

 

Convertible note receivable dated November 2021 maturing in November 2024.

 

 

4,276

 

 

 

4,124

 

Promissory notes acquired from Harvest maturing in February 2022. Secured by certain assets.

 

 

 

 

 

850

 

Notes receivable

 

 

12,935

 

 

 

13,801

 

    Less: discount on notes receivable

 

 

(113

)

 

 

(124

)

      Total notes receivable, net of discounts

 

 

12,822

 

 

 

13,677

 

   Less: current portion of notes receivable

 

 

(634

)

 

 

(1,530

)

       Notes receivable

 

$

12,188

 

 

$

12,147

 

15


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

In October 2021, the Company acquired a note receivable with the Harvest acquisition. The note receivable is originally dated November 2020 maturing in November 2025. The note had an original principal balance of $12.0 million and accrues interest at a rate of 7.5% per annum with monthly interest and principal payments of $0.1 million.

In October 2021, the Company acquired notes receivable with the Harvest acquisition. The notes receivable are originally dated February 2021 maturing in February 2022. The notes had an original principal balance of $0.9 million and accrue interest at a rate of 10% per annum with interest only payments due monthly. These notes were repaid in full in February 2022.

As part of the acquisition of Harvest, we acquired $9.8 million in notes receivable on October 1, 2021. There were 0 notes receivable outstanding prior to October 1, 2021.

See Note 4. Acquisitions for further details of the Harvest acquisition.

In November 2021, the Company entered into a convertible note receivable agreement for a principal amount of $4.1 million that matures in November 2024. The note accrues interest monthly at 9.75%, and accrued interest is added to the principal balance at each quarter end. The note is convertible to equity of the holder at our option at any time prior to maturity. Further, the note was issued at a discount of 3% or $0.1 million, which is accreted to the note receivable balance over the term of the note.

During the three months ended March 31, 2022, the Company recorded interest income of $0.4 million in other income (expense), net on the condensed consolidated statements of operations and comprehensive (loss) income. The Company had 0 accrued interest receivable as of March 31, 2022, and $0.1 million as of December 31, 2021, included in prepaid expenses and other current assets on the condensed consolidated balance sheets.

Stated maturities of notes receivable are as follows as of March 31, 2022:

 

 

Expected principal payments

 

 

 

(in thousands)

 

Remaining 2022

 

$

454

 

2023

 

 

728

 

2024

 

 

5,060

 

2025

 

 

6,693

 

2026

 

 

 

Thereafter

 

 

 

Total

 

 

12,935

 

Less: discount on notes receivable

 

 

(113

)

Total

 

$

12,822

 

16


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

NOTE 7. INVENTORY

As of March 31, 2022 and December 31, 2021, Inventories, net consisted of the following:

 

 

March 31, 2022

 

 

December 31, 2021

 

 

 

(in thousands)

 

Raw material

 

 

 

 

 

 

Cannabis plants

 

$

34,271

 

 

$

31,279

 

Packaging and supplies

 

 

41,453

 

 

 

40,326

 

Total raw material

 

 

75,724

 

 

 

71,605

 

Work in process

 

 

99,671

 

 

 

94,249

 

Finished goods-unmedicated

 

 

9,213

 

 

 

4,824

 

Finished goods-medicated

 

 

51,819

 

 

 

41,510

 

Total inventories

 

$

236,427

 

 

$

212,188

 

NOTE 8. PROPERTY & EQUIPMENT

As of March 31, 2022 and December 31, 2021, Property and equipment, net consisted of the following:

 

 

March 31, 2022

 

 

December 31, 2021

 

 

 

(in thousands)

 

Land

 

$

30,884

 

 

$

32,904

 

Buildings and improvements

 

 

601,195

 

 

 

435,185

 

Construction in progress

 

 

86,431

 

 

 

234,198

 

Furniture and equipment

 

 

163,518

 

 

 

140,281

 

Vehicles

 

 

985

 

 

 

959

 

Total

 

 

883,013

 

 

 

843,527

 

Less: accumulated depreciation

 

 

(77,014

)

 

 

(63,611

)

Total property and equipment, net

 

$

805,999

 

 

$

779,916

 

 

Capitalized interest for the three and nine months ended September 30,March 31, 2022 and March 31, 2021 totaled $2.21.5 million and $4.4 million, respectively. Capitalized interest for the three and nine months ended September 30, 2020 totaled $1.3 million and $2.1 million, respectively.

Depreciation expense for the three and nine months ended September 30, 2021 totaled $8.1 million and $21.00.4 million, respectively. Depreciation expense for the three and nine months ended September 30, 2020March 31, 2022 and March 31, 2021 totaled $3.915.5 million and $10.75.6 million, respectively.

During the three months ended March 31, 2022, the Company recorded a loss on the disposal of property and equipment of $3.0 million and an impairment of $0.3 million which is the result of repositioning of assets in the southeast. This loss was recorded in impairment and disposal of long-lived assets in the condensed consolidated statements of operations and comprehensive (loss) income. There was 0 loss on disposal of property and equipment during the three months ended March 31, 2021.

17


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

NOTE 9. INTANGIBLE ASSETS & GOODWILL

 

Certain prior period amounts have been reclassified to conform to the current period presentation. Internal use software with a net book value of $Intangible assets3.7

 million was reclassified from “Property and equipment, net” to “Intangible assets, net” in the consolidated balance sheet as of December 31, 2020. Property and equipment with a net book value of $50.0 million was reclassified from construction in progress to land, buildings and improvements, and furniture and equipment of December 31.

NOTE 6. INTANGIBLE ASSETS & GOODWILL

At September 30, 2021As of March 31, 2022 and December 31, 2020, definite-lived intangible2021, Intangible assets, net consisted of the following:

 

 

 

September 30, 2021

 

(dollars in thousands)

 

Net
amount

 

 

Adjustments to
purchase price allocation

 

 

Additions

 

 

Amortization
expense

 

 

Net
amount

 

Licenses

 

$

84,517

 

 

$

3,061

 

 

$

68,493

 

 

$

(5,593

)

 

$

150,478

 

Internal use software

 

 

3,656

 

 

 

 

 

 

3,589

 

 

 

(529

)

 

 

6,716

 

Moxie brand

 

 

2,828

 

 

 

 

 

 

 

 

 

(740

)

 

 

2,088

 

Tradenames

 

 

2,109

 

 

 

 

 

 

100

 

 

 

(741

)

 

 

1,468

 

Customer relationship

 

 

683

 

 

 

 

 

 

 

 

 

(151

)

 

 

532

 

Miscellaneous

 

 

7

 

 

 

 

 

 

86

 

 

 

(93

)

 

 

 

 

 

$

93,800

 

 

$

3,061

 

 

$

72,268

 

 

$

(7,847

)

 

$

161,282

 

 

 

March 31, 2022

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net Book Value

 

 

 

(in thousands)

 

Licenses

 

$

1,106,658

 

 

$

42,819

 

 

$

1,063,839

 

Trademarks

 

 

27,430

 

 

 

5,617

 

 

 

21,813

 

Internal use software

 

 

9,588

 

 

 

1,496

 

 

 

8,092

 

Tradenames

 

 

4,862

 

 

 

2,512

 

 

 

2,350

 

Customer relationships

 

 

4,536

 

 

 

2,352

 

 

 

2,184

 

Total

 

$

1,153,074

 

 

$

54,796

 

 

$

1,098,278

 

-

 

 

December 31, 2020

 

(dollars in thousands)

 

Net amount

 

 

Acquired
license agreements

 

 

Additions

 

 

Amortization expense

 

 

Net amount

 

Licenses

 

$

24,538

 

 

$

887

 

 

$

61,400

 

 

$

(2,308

)

 

$

84,517

 

Internal use software

 

 

3,656

 

 

 

 

 

 

 

 

 

 

 

 

3,656

 

Moxie brand

 

 

 

 

 

 

 

 

2,960

 

 

 

(132

)

 

 

2,828

 

Tradenames

 

 

800

 

 

 

 

 

 

1,510

 

 

 

(201

)

 

 

2,109

 

Customer relationship

 

 

883

 

 

 

 

 

 

 

 

 

(200

)

 

 

683

 

Miscellaneous

 

 

25

 

 

 

 

 

 

 

 

 

(18

)

 

 

7

 

Trademarks

 

 

134

 

 

 

 

 

 

 

 

 

(134

)

 

 

 

 

 

$

30,036

 

 

$

887

 

 

$

65,870

 

 

$

(2,993

)

 

$

93,800

 

14


 

 

December 31, 2021

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net Book Value

 

 

 

(in thousands)

 

Licenses

 

$

1,106,658

 

 

$

25,352

 

 

$

1,081,306

 

Trademarks

 

 

27,430

 

 

 

2,809

 

 

 

24,621

 

Internal use software

 

 

7,374

 

 

 

1,119

 

 

 

6,255

 

Tradenames

 

 

4,862

 

 

 

2,168

 

 

 

2,694

 

Customer relationships

 

 

4,536

 

 

 

1,430

 

 

 

3,106

 

Total

 

$

1,150,860

 

 

$

32,878

 

 

$

1,117,982

 

 

Amortization expense for the three and nine months ended September 30,March 31, 2022 and 2021 was $3.321.9 million and $7.8 million, respectively. Amortization expense for the three and nine months ended September 30, 2020 was $0.5 million and $1.72.0 million, respectively.

The following table outlines the estimated future annual amortization expense related to all intangible assets as of September 30, 2021:March 31, 2022:

 

 

 

Estimated amortization

 

 

 

(dollars in thousands)

 

Remaining 2021

 

$

3,326

 

2022

 

 

13,887

 

2023

 

 

13,320

 

2024

 

 

12,349

 

2025

 

 

11,895

 

Thereafter

 

 

106,505

 

 

 

$

161,282

 

 

 

Estimated
amortization

 

 

 

(in thousands)

 

Remaining 2022

 

$

64,964

 

2023

 

 

82,161

 

2024

 

 

80,419

 

2025

 

 

78,392

 

2026

 

 

76,894

 

Thereafter

 

 

715,448

 

 

 

$

1,098,278

 

 

18


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

Goodwill

The changes in the carrying amount of Goodwill arose from the acquisition of PurePenn, LLC, Pioneer Leasing & Consulting, Solevo Wellness, and Keystone Shops, see “Note 3 - Acquisitions”. The Company last tested for impairment in the fourth quarter of the year ended December 31, 2020.

At September 30, 2021, Goodwill consisted of the following:

 

(dollars in thousands)

 

 

 

At January 1, 2020

 

 

7,316

 

Acquisition of PurePenn, LLC and Pioneer Leasing & Consulting, LLC

 

 

47,311

 

Acquisition of Solevo Wellness

 

 

19,473

 

At December 31, 2020

 

 

74,100

 

Measurement period purchase price allocation adjustments of Solevo Wellness

 

 

(2,639

)

Measurement period purchase price allocation adjustments of PurePenn, LLC and
Pioneer Leasing & Consulting, LLC

 

 

(338

)

At June 30, 2021

 

 

71,123

 

Acquisition of Keystone Shops

 

 

40,072

 

Measurement period purchase price allocation adjustments of Solevo Wellness

 

 

1,150

 

Measurement period purchase price allocation adjustments of PurePenn, LLC and
Pioneer Leasing & Consulting, LLC

 

 

(624

)

At September 30, 2021

 

$

111,721

 

 

 

Three Months Ending March 31, 2022

 

 

 

(in thousands)

 

As of December 31, 2021

 

$

765,358

 

Acquisition of Watkins

 

 

24,542

 

As of March 31, 2022

 

$

789,900

 

 

NOTE 7.10. NOTES PAYABLE

AtAs of September 30, 2021March 31, 2022 and December 31, 2020, notes2021, Notes payable consisted of the following:
 

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

(dollars in thousands)

 

Promissory note dated April 10, 2017, with annual interest at 12%, due between April and July 2022

 

$

4,000

 

 

$

4,000

 

Promissory note dated December 7, 2017, with annual interest at 12%, secured by certain property located in Miami, FL due December 2021

 

 

2,000

 

 

 

2,000

 

Total notes payable

 

 

6,000

 

 

 

6,000

 

Less current portion

 

 

(6,000

)

 

 

(2,000

)

Long-term notes payable

 

$

 

 

$

4,000

 

 

 

March 31, 2022

 

 

December 31, 2021

 

 

 

(in thousands)

 

Promissory notes dated October 1, 2021, maturing in October 2022. Monthly interest payments due of 4.75%. Secured by mortgaged property with a $6 million book value.

 

 

6,156

 

 

 

6,156

 

Promissory note acquired in Harvest acquisition dated February 2020, maturing in February 2023. Monthly interest payments due at 5.5%.

 

 

2,670

 

 

 

4,699

 

Promissory note dated July 2018, maturing in July 2023. Monthly interest payments due of 4% per annum. Secured by certain assets.

 

 

1,103

 

 

 

1,113

 

Promissory note of consolidated variable-interest entity dated February 2022, maturing February 2029. Monthly interest payments due of 8%.

 

 

930

 

 

 

 

Promissory note dated October 2019, maturing in October 2024. Monthly interest payments due of 5.5%. Principal balance due at maturity.

 

 

800

 

 

 

829

 

Promissory note acquired in Harvest acquisition dated August 2018, maturing in August 2024. Monthly interest payments due of 2%. Secured by certain assets.

 

 

928

 

 

 

1,022

 

Promissory note acquired in Harvest acquisition dated January 2020, maturing in May 2023. Quarterly interest payments due of 2%.

 

 

325

 

 

 

425

 

Promissory note acquired in Harvest acquisition dated April 2021, maturing in April 2026. Principal due at maturity. Secured by equipment.

 

 

56

 

 

 

60

 

Promissory note acquired in Harvest acquisition dated January 2020, maturing in January 2023. Monthly interest payments due of 2%.

 

 

45

 

 

 

65

 

Promissory notes of consolidated variable-interest entities acquired in Harvest Acquisition. Maturing December 2022 and 2029, interest ranging from 5.25% to 8.25%. Secured by real-estate. In the first quarter of 2022 these notes were fully paid.

 

 

 

 

 

2,231

 

Total notes payable

 

 

13,013

 

 

 

16,600

 

Less: Debt discount

 

 

(56

)

 

 

(92

)

Less: Current portion of notes payable

 

 

(9,481

)

 

 

(10,052

)

Notes payable

 

$

3,476

 

 

$

6,456

 

 

 

1519


 

Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

StatedAs of March 31, 2022, stated maturities of notes payable are as follows:

 

As of September 30,

 

(dollars in thousands)

 

2021

 

$

2,000

 

2022

 

 

4,000

 

 

 

$

6,000

 

 

 

(in thousands)

 

 Remaining 2022

 

$

6,697

 

2023

 

 

4,711

 

2024

 

 

657

 

2025

 

 

14

 

2026

 

 

4

 

Thereafter

 

 

930

 

Total

 

$

13,013

 

All notes payable were fully paid off during the fourth quarter of 2021.

NOTE 8. NOTES PAYABLE RELATED PARTY

At September 30, 2021 and December 31, 2020, notes payable related party consisted of the following:

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

(dollars in thousands)

 

Notes payable due to related parties, with varying interest
   rates between
8% to 12% annual, with varying maturity dates

 

$

12,000

 

 

$

12,011

 

Less current portion

 

 

(12,000

)

 

 

(12,011

)

Non-current portion

 

$

 

 

$

 

Stated maturities of notes payable to related parties are as follows:

 

 

(dollars in thousands)

 

2022

 

$

12,000

 

 

 

$

12,000

 

In March 2021, the 2 unsecured promissory notes (the “Traunch Four Note” and the “Rivers Note”) were amended to extend the maturity one year to May 2022, all other terms remain unchanged. In the fourth quarter of 2021, the unsecured promissory notes were fully paid.

 

NOTE 119.. PRIVATE PLACEMENT NOTES

2024 Notes

In 2019, the Company completed two private placement arrangements (the “June Notes” and the “November Notes”), each comprised of 5-year senior secured promissory notes with a face value of $70.0 million and $60.0 million, respectively. Both notes accrue interest at an annual rate of 9.75%, payable semi-annually, in equal installments, in arrears on June 18 and December 18 of each year. The purchasers of the June Notes received warrants to purchase 1,470,000 Subordinate Voting Shares and the purchasers of the November Notes received warrants to purchase 1,560,000 Subordinate Voting Shares, which can be exercised for three years after closing.

The fair value ofDuring the three months ended March 31, 2022 and 2021, accretion expense for the June Notes was determined to be $63.90.4 million usingand $0.4 million, respectively. During the three months ended March 31, 2022 and 2021, accretion expense for the November Notes was $0.4 million and $0.3 million, respectively.

2026 Notes

On January 28, 2022, the Company closed on a second tranche private placement of 8% Senior Secured Notes (the "2026 Notes") for aggregate gross proceeds of $75.6 million. The 2026 Notes bear interest at a rate of 8% per annum, payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased. The 2026 Notes will mature on October 6, 2026, and may be redeemed in whole or in part, at the Company's option, at any time, on or after October 6, 2023, at the applicable redemption price.TheCompanyintendstousethenetproceedsforcapitalexpendituresandothergeneralcorporatepurposes. Duringthe three months ended March 31, 2022,accretionexpensefortheJanuary2026Noteswaslessthan$0.1million.

On October 6, 2021, the Company closed its private placement of 8% Senior Secured Notes (the "2026 Notes") for aggregate gross proceeds of $350.0 million and net proceeds of $342.6 million. The 2026 Notes were issued at 100% face value, bear an interest rate of 13.328% whichper annum payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased. The 2026 Notes mature on October 6, 2026, and may be redeemed in whole or in part, at the Company's option, at any time, on or after October 6, 2023, at the application redemption price set forth in the Indenture. The Company used a portion of the net proceeds to redeem certain outstanding indebtedness of Harvest and intends to use the remaining net proceeds for capital expenditures and other general corporate purposes. During the three months ended March 31, 2022 the Company estimates would have been the coupon rate required to issue the June Notes had the financing not included the June Warrants. The fair value of the June Warrants was determined to beincurred $4.70.3 million using the Black-Scholes option pricing model and the following assumptions: share price: C$in accretion expense.14.48; exercise price: C$17.25; expected life: 3 years; annualized volatility: 49.96%; dividend yield: 0%; discount rate: 1.92%; C$ exchange rate: 1.34.

The fair value of the November Notes was determined to be $54.5 million using an interest rate of 13.43% which the Company estimates would have been the coupon rate required to issue the notes had the financing not included the November Warrants. The fair value of the November Warrants was determined to be $4.4 million using the Black-Scholes option pricing model and the following assumptions: share price: C$14.29; exercise price: C$17.25; expected life: 2.6 years; annualized volatility: 48.57%; dividend yield: 0%; discount rate: 1.92%; C$ exchange rate: 1.32.

ForAccretion expense on the three and nine months ended September 30, 2021 accretion expense was $0.8 million and $2.3 million respectively. For the three and nine months ended September 30, 2020, accretion expense was $0.7 million and $2.1 million, respectively. Accretion expenseprivate placement notes is included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive (loss) income.

 

1620


 

BecauseTrulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

Scheduled maturities of the Canadian denominated exercise price,principal portion of private placement notes, net outstanding as of March 31, 2022, are as follows:

 

(in thousands)

 

 Remaining 2022

 

1,874

 

2023

 

0

 

2024

 

130,000

 

2025

 

0

 

2026

 

425,000

 

Thereafter

 

 

          Total private placement notes

 

556,874

 

             Less: Unamortized debt discount & issuance costs

 

(17,297

)

             Less: current portion

 

(1,874

)

Private placement notes, net

$

537,703

 

NOTE 12. LEASES

The Company leases real estate used for dispensaries, production plants, and corporate offices. Lease terms for real estate generally range from five to ten years. Most leases include options to renew for varying terms at the JuneCompany’s sole discretion. Other leased assets include passenger vehicles, trucks, and November Warrants didequipment. Lease terms for these assets generally range from three to five years. Lease right-of-use assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.

Leases with an initial term of 12 months or less are not qualify to be classified within equityrecorded on the balance sheet. Lease agreements for some locations provide for rent escalations and were therefore classifiedrenewal options. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as derivative liabilities at fair value with changesa single component.

During the three months ending March 31, 2022, the Company recorded a loss on disposal of Operating right of use assets of $10.5 million which is the result of repositioning of assets in fair value charged or credited to earningsthe southeast. This loss was recorded in impairment and disposal of long-lived assets in the condensed consolidated statements of operations and comprehensive income prior to December 10, 2020.(loss) income.

On December 10, 2020, the Company entered into a Supplemental Warrant Indenture with Odyssey Trust Company pursuant to which it amended the terms of the issued and outstanding subordinate voting share purchase warrants of the Company (the “Public Warrants”) to convert the exercise price of the Public Warrants to $13.47 per share, the U.S. dollar equivalent of the Canadian dollar exercise price of the Public Warrants of C$17.25. The U.S. dollar exercise price was determined using the U.S. dollar exchange rate published by the Bank of Canada as at the close of business on December 9, 2020 of C$1.00 = $0.781. The June Warrants and November Warrants converted to equity as per ASC 815-40, at an expense of $25.5 million and $27.1 million, respectively.

The $130.0 million principal amount of the June and November Notes are due in June 2024.

Scheduled annual maturities of the principal portion of long-term debt outstanding at September 30, 2021 in the successive five-year period and thereafter are summarized below:

 

 

 

Private placement notes

 

 

 

(dollars in thousands)

 

2021

 

$

 

2022

 

 

 

2023

 

 

 

2024

 

 

130,000

 

2025

 

 

 

Thereafter

 

 

 

Total debt

 

 

130,000

 

Less: unamortized debt issuance costs

 

 

(10,522

)

Net debt

 

$

119,478

 

21


 

Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

 

NOTE 10. LEASES

The following table provides the components of lease cost recognized in the condensed consolidated statementstatements of operations and comprehensive (loss) income for the three and nine months ended September 30, 2021March 31, 2022 and 2020:2021:

 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

 

 

For the Three Months Ended March 31,

 

Lease Cost

 

2021

 

 

2020

 

2021

 

 

2020

 

Statement of operations and comprehensive (loss) income location

 

2022

 

 

2021

 

 

(dollars in thousands)

 

 

 

(in thousands)

 

Operating lease cost

 

2,483

 

1,545

 

 

 

5,751

 

4,087

 

Cost of goods sold, sales and marketing, general and administrative

 

$

6,093

 

$

1,573

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of lease assets

 

1,990

 

1,496

 

 

 

5,357

 

3,688

 

Cost of goods sold, sales and marketing, general and administrative

 

2,515

 

 

 

1,570

 

Interest on lease liabilities

 

 

1,177

 

 

782

 

 

 

2,914

 

 

1,801

 

Interest expense

 

 

1,579

 

 

 

779

 

Finance lease cost

 

3,167

 

2,278

 

 

 

8,271

 

5,489

 

 

 

4,094

 

 

 

2,349

 

Variable lease cost

 

 

2,529

 

 

28

 

 

 

3,139

 

 

310

 

Cost of goods sold, sales and marketing, general and administrative

 

1,934

 

395

 

Short term lease expense

Cost of goods sold, sales and marketing, general and administrative

 

 

99

 

 

 

 

Total lease cost

 

$

8,179

 

$

3,851

 

 

$

17,161

 

$

9,886

 

 

 

$

12,220

 

 

$

4,317

 

 

Weighted average discount rate and remainingShort term lease termexpense for the ninethree months ended September 30,March 31, 2022 and 2021, arewas nominal. During the three months ended March 31, 2022 and 2021, we earned a nominal amount of sublease income which is recorded in other income on the consolidated statements of operations and comprehensive (loss) income.

Other information related to operating and finance leases is as follows:

 

 

 

Operating
lease

 

 

Finance
lease

 

Weighted average discount rate

 

 

8.75

%

 

 

8.46

%

Weighted average remaining lease term (in years)

 

 

8.67

 

 

 

8.20

 

 

Three Months Ended March 31,

 

 

2022

 

 

2021

 

 

(in thousands)

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

Operating cash flows from operating leases

 

5,387

 

 

 

1,424

 

Operating cash flows from finance leases

 

1,579

 

 

 

802

 

Financing cash flows from finance leases

 

1,421

 

 

 

1,028

 

Lease assets obtained in exchange for new lease liabilities:

 

 

 

 

 

Operating leases

 

9,566

 

 

 

5,613

 

Finance leases

 

6,301

 

 

 

5,084

 

 

 

1722


 

Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

 

March 31, 2022

 

 

December 31, 2021

 

 

(in thousands)

 

Weighted average discount rate:

 

 

 

 

 

        Operating leases

 

9.58

%

 

 

9.69

%

        Finance leases

 

8.65

%

 

 

8.68

%

Weighted average remaining lease term (in years):

 

 

 

 

 

        Operating leases

 

9.93

 

 

 

10.09

 

        Finance leases

 

8.11

 

 

 

8.16

 

The maturity of the contractual undiscountedFuture minimum lease liabilitiespayments under our non-cancellable leases as of September 30, 2021March 31, 2022 is as follows:

 

 

Operating
leases

 

 

Finance
leases

 

 

Operating leases

 

 

Finance leases

 

 

(dollars in thousands)

 

 

(in thousands)

 

Remainder of 2021

 

$

1,991

 

$

2,494

 

2022

 

8,173

 

10,509

 

Remainder of 2022

 

$

17,371

 

 

$

9,852

 

2023

 

7,886

 

13,246

 

 

 

22,465

 

 

 

15,930

 

2024

 

7,759

 

9,395

 

 

 

22,145

 

 

 

12,160

 

2025

 

7,800

 

9,069

 

 

 

21,792

 

 

 

11,747

 

2026

 

 

21,259

 

 

 

11,325

 

Thereafter

 

 

35,893

 

 

 

43,875

 

 

 

118,546

 

 

 

47,049

 

Total undiscounted lease liabilities

 

69,502

 

88,588

 

 

 

223,578

 

 

 

108,063

 

Interest on lease liabilities

 

 

(21,581

)

 

 

(26,000

)

 

 

(84,450

)

 

 

(31,991

)

Total present value of minimum lease payments

 

47,921

 

62,588

 

 

 

139,128

 

 

 

76,072

 

Lease liability - current portion

 

 

(4,264

)

 

 

(5,354

)

Lease liability

 

$

43,657

 

 

$

57,234

 

Lease liabilities- current portion

 

 

(10,553

)

 

 

(6,905

)

Lease liabilities

 

$

128,575

 

 

$

69,167

 

NOTE 13. CONSTRUCTION FINANCE LIABILITIES

 

During the third quarter of 2021, the Company identified a misstatement in its accounting for leases in prior periods, primarily the second quarter of 2021. Refer to "HolyokeNote 2. Basis of Presentation" under "Revisions of Previously Issued Financial Statements" above for additional details.

NOTE 11. CONSTRUCTION FINANCE LIABILITIES

In July 2019, the Company sold property it had recently acquired in Massachusetts for $3.5 million, which was the cost to the Company. In connection with the sale of this location, the Company agreed to lease the location back for cultivation. This transaction was determined to be a finance lease, and therefore did not meet the definition of a sale because control was never transferred to the buyer-lessor. The transaction was treated as a failed sale-leaseback financing arrangement.

Included in the agreement, the Company completed the tenant improvements related to the property, for which the landlord has agreed to provideprovided a tenant improvement allowance (“TI Allowance”) offor $40.0 million, which was dispensed in its entirety asmillion. As of December 31, 2020.2021, the entire TI Allowance had been provided. The initial term of the agreement is ten years, with 2 five-yearoptions to extend the term for five years each.renew. The initial payments are equal to 11% of the sum of the purchase price for the property and will increase when a draw is made on the TI Allowance. In addition, a 3% increase in payments will be applied annually after the first year. As of September 30,March 31, 2022, and December 31, 2021, the total finance liability associated with this transaction is $44.444.8 million.million and $44.6 million, respectively.

Ben Bostic

In October 2019, the Company sold property in Florida in exchange for cash of $17.0 million. Concurrent with the closing of the purchase, the buyer entered into a lease agreement with the Company, for continued operation as a licensed medical cannabis cultivation facility. Control was never transferred to the buyer-lessor because the transaction was determined to be a finance lease and did not meet the requirements of a sale. The transaction was treated as a failed sale-leaseback financing arrangement.

23


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

The initial term of the agreement is ten years, with 2 five-yearoptions to extend the term for five years each.renew. The initial annualized payments are equal to 11% of the purchase price for the property. A 3% increase in payments will be applied annually after the first year. As of September 30,March 31, 2022, and December 31, 2021, the total finance liability associated with this transaction is $17.5 million and $17.4 million.million, respectively.

McKeesport

In October 2019, prior to its acquisition by the Company, PurePenn, LLC (“PurePenn”) sold their cannabis cultivation facility in Pennsylvania for $5.0 million. Simultaneously with the closing of the sale, PurePenn agreed to lease the cultivation facility back. The transaction was treated as a failed sale-leaseback financing arrangement.

The initial term of the lease is fifteen years15, years, with 2 five-year options to renew. The landlord has agreed to provide a TI allowanceAllowance of $21.0 million as an additional component of base rent. Payments are made based on one twelfth (1/12)of the TI allowance dispersed with 12.75% due for the first $5.0 million, 13.25% for $5.0 million to $15.0 million and 13.7513.50% thereafter. On March 8,for $15.0 to $21.0 million. In 2021, the Company entered into a leasean amendment with the landlord to increase the tenant improvement allowance toby an additional $15.5 million for a total of $36.5 million at a rate of 10.75% on the additional allowance in excess of $21.0 million. As of September 30,March 31, 2022, and December 31, 2021, $25.629.5 million and $29.5 million of the TI allowance has been provided.provided, respectively.

Alachua

In October 2021, in connection with the acquisition of Harvest, the Company acquired a transaction in which Harvest sold a licensed cultivation and processing facility and simultaneously with the closing of the sale, agreed to lease the facility back. The transaction was treated as a failed sale-leaseback financing arrangement.

The initial term of the lease is 20 years, with 2five-year options to renew. The landlord has agreed to provide a TI Allowance of $17.9 million as an additional component of base rent. As of September 30,March 31, 2022, and December 31, 2021, the total finance liability associated with this transaction is $30.217.9 million.million and $15.3 million of the TI allowance has been provided, respectively.

In the first quarter of 2022, the Company temporarily idled this facility. The Company is evaluating the future use of this facility and remains in compliance with the associated lease obligation.

Hancock

In October 2021, in connection with the acquisition of Harvest, the Company acquired a transaction in which Harvest sold a licensed cultivation and processing facility and simultaneously with the closing of the sale, agreed to lease the facility back. The transaction was treated as a failed sale-leaseback financing arrangement.

The initial term of the lease is ten years with 2options to extend the term the first providing a ten-year renewal option and the second providing a five-year renewal option. The landlord has agreed to provide a TI Allowance of $12.9 million as an additional component of base rent. As of March 31, 2022, and December 31, 2021, $10.5 million and $5.7 million of the TI allowance has been provided, respectively.

Under the failed-sales-leasebackfailed-sale-leaseback accounting model, the Company is deemed under U.S. GAAP to own the above mentionedthis real estate properties as financing arrangements since control was never transferred toand will reflect the buyer-lessor. These agreements are presentedproperties on our condensed consolidated balance sheet within property and equipment, net and depreciateddepreciate over the assets' remaining useful life.

 

18

24


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

Future minimum lease payments for the construction finance liabilities as of March 31, 2022, are as follows:

 

 

(in thousands)

 

Remaining 2022

 

$

17,068

 

2023

 

 

23,406

 

2024

 

 

23,737

 

2025

 

 

24,176

 

2026

 

 

24,595

 

Thereafter

 

 

427,860

 

Total future payments

 

 

540,842

 

Less: Interest

 

 

(364,656

)

Total present value of minimum payments

 

 

176,186

 

Construction finance liabilities - current portion

 

 

(1,154

)

Construction finance liabilities

 

$

175,032

 

 

NOTE 12.14. SHARE CAPITAL

The authorized share capital of the Company is comprised of the following:

(i) Unlimited number of Subordinate Voting Shares

Holders of the Subordinate Voting Shares are entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote. At each such meeting holders of Subordinate Voting Shares shall be entitled to 1 vote in respect of each Subordinate Voting Share held. Holders of Subordinate Voting Shares are entitled to receive as and when declared by the directors, dividends in cash or property of the Company. NaN dividend will be declared or paid on the Subordinate Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Multiple Voting Shares and Super Voting Shares.

As of September 30, 2021 and 2020, there were
74,611,611 and 58,134,478 Subordinate Voting Shares issued and outstanding, respectively.

(ii) Unlimited number of Multiple Voting Shares

Holders of Multiple Voting shares are entitled to notice of and to attend any meetings of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company have the right to vote. At each such meeting, holders of Multiple Voting Shares are entitled to 1 vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (initially, 100 votes per Multiple Voting Share). The initial “Conversation Ratio” for Multiple Voting Shares is 100 Subordinate Voting shares for each Multiple Voting Share, subject to adjustment in certain events.event. Holders of Multiple Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefore,therefor, pari passu (on an as converted basis, assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares at the Conversion Ratio) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares.

NaN dividend may be declared or paid on the Multiple Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares and Super Voting Shares.

As of September 30, 2021 and 2020, there were 549,196, and 14,770 Multiple Voting Shares issued and outstanding, respectively, which were equal to 54,919,596, and 1,476,959 Subordinate Voting Shares, respectively, if converted.

(iii) Unlimited number of Super Voting Shares

Holders of Super Voting Shares are entitled to notice of and to attend at any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote. At each such meeting, holders of Super Voting Shares are be entitled to 2 votes in respect of each Subordinate Voting Share into which such Super Voting Share could ultimately then be converted (initially, 200 votes per Super Voting Share). Holders of Super Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefore, pari passu (on an as converted to Subordinated Voting Share basis) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend is

25


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

to be declared or paid on the Super Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares and Multiple Voting Shares. The initial “Conversion Ratio” for the Super Voting Shares is one Multiple Voting Share for each Super Voting Share, subject to adjustment in certain events.

On March 21, 2021, in accordance with the terms of the Company’s Articles, all of the outstanding Super Voting Shares converted automatically, without any action by the holders of such Super Voting Shares, into Multiple Voting Shares and, following that conversion, the Company may not issue additional Super Voting Shares.

Warrants

 

19Liability warrants


 

 

Number
of
Warrants

 

 

Weighted average exercise price
($CAD)

 

 

Weighted average
remaining contractual
life (Yrs)

 

Outstanding and exercisable as of December 31, 2020

 

 

 

 

 

 

 

 

 

Granted

 

 

1,679

 

 

 

1,125

 

 

 

1.31

 

Exercised

 

 

 

 

 

 

 

 

 

Outstanding and exercisable as of December 31, 2021

 

 

1,679

 

 

 

1,125

 

 

 

1.31

 

Granted

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

Outstanding and exercisable as of March 31, 2022

 

 

1,679

 

 

 

1,125

 

 

 

1.31

 

In October 2021 we acquired 1,679 warrants in connection with the acquisition of Harvest ("Harvest liability warrants"). See Note 4. Acquisitions for further details. Each acquired warrant is exercisable into 1 Multiple Voting Share. Changes in fair value are recognized as a component of other income (expense), net in the condensed consolidated statements of operations and comprehensive (loss) income as change in fair value of derivative liabilities - warrants.

Equity warrants

In connection with the Harvest acquisition in October 2021, we acquired certain equity classified warrants ("Acquired equity warrants"). The acquired equity warrants range in exercise price from $23.76 to $145.24 and expire at various dates from June 2022 through December 2025, and are exercisable into 1 Subordinate Voting Share. As of March 31, 2022 and December 31, 2021, there were 1,009,416 equity warrants outstanding. Each acquired equity warrant is exercisable into 1 Subordinate Voting Share.

 

As of September 30,March 31, 2022, and 2021, there were 2,458,719 and 2,520,567Public Warrants outstanding. As of December 31, 2021, there were 02,460,367 Super Voting SharesPublic Warrants outstanding. See Note 11. Private Placement Notes for further details on warrants issued or outstanding. As of September 30, 2020, there were 581,825 Super Voting Shares issued or outstanding which were equal to 58,182,500 Super Voting Shares if converted.in connection with private placement debt in 2019.

NOTE 13.15. SHARE-BASED COMPENSATION

 

Equity Incentive Plans

The Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”) was adopted in June 2021 at the 2021 annual meeting of shareholders. The 2021 Plan reserves 4,000,000 Subordinate Voting Shares for issuance thereunder and replaced the Schyan Exploration Inc. Stock Option Plan (the “Prior Plan”). Awards previously granted under the Prior Plan, including equity awards granted in the first quarter of 2021 for performance in 2020, remain subject to the terms of the Prior Plan. NaN further grants of awards shall be made under the Prior Plan. The Prior Plan is administered by the Board of Directors of the Company and the 2021 Plan is administered by the Compensation Committee. The 2021 Plan provides for the grant of Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units, and Other Awards. As of September 30, 2021 a total of 895,877

 awards were granted

Options

26


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

On January 4, 2022 and February 24, 2022, under the 2021 Plan, between the dateBoard awarded options to purchase shares to board members, directors, officers, and key employees of its adoption by shareholders on June 10, 2021the Company. The options granted vest immediately for board members and September 30, 2021.all other options granted vest over a two-to three-year period.

Options

On October 26, 2021, under the 2021 Plan, the Board awarded options to purchase shares to officers and other select employees of the Company. The fair valueoptions generally vest over a two-to three-year period.

On October 1, 2021, the Company acquired Harvest which included consideration in the form of1,266,641 stock options granted by(as converted) that had been issued before the Company duringacquisition date to employees and non-employees of Harvest. The post-combination options vest over a one-to three-year period.

On September 29, 2021, under the 2021 Plan, the Board awarded options to purchase shares to officers and 2020,other select employees of the Company. The September 29, 2021, options vest over a three-year period.

On January 4, 2021, under the Prior Plan, were estimated on the dateBoard awarded options to purchase shares to directors, officers, and key employees of the grant usingCompany. The January 4, 2021, options generally vest over a two-to three-year period.

In determining the amount of share-based compensation related to options issued during the periods ending March 31, 2022 and 2021, the Company used the Black-Scholes option-pricingpricing model to establish the fair value of the options granted with the relevant assumptions outlined in the table below. following assumptions:

 

For the Three Months Ended March 31, 2022

For the Three Months Ended March 31, 2021

Fair value at grant date

$8.39-11.01

$11.20

Stock price at grant date

$21.48-$25.41

$33.42

Exercise price at grant date

$21.48-$25.41

$33.42

Expected life in years

3.50 - 4.46

3.00

Expected volatility

51.81% - 52.87%

49.88%

Expected annual rate of dividends

0%

0%

Risk free annual interest rate

1.20% - 1.79%

0.11%

The expected volatility was estimated by using the historical volatility of the Company. In cases where there is insufficient trading history, the expected volatility is estimated using the historical volatility of other companies that the Company considers comparable that have trading and volatility history prior to the Company becoming public. The expected life in years represents the period of time that options granted are expected to be outstanding.outstanding and is computed using the simplified method. The risk-free rate was based on the United Statesthree-year bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

On January 3, 2020, under the Prior Plan, the Board awarded options to purchase shares to directors, officers, and key employees of the Company. In accordance with the Prior Plan’s policy, the vesting period for employees is 15% as of the date of issuance, 25% vested on December 31, 2020, and 60% vest on December 31, 2021. For founding members of the Board of Directors, the options were fully vested on the date of grant. For non-founding members of the Board of Directors, 50% of the options were vested on December 31, 2020, and 50% will vest on December 31, 2021.

On January 4, 2021, underFor the Prior Plan, the Board awarded options to purchase shares to directors, officers, and key employees of the Company. In accordance with the Prior Plan’s policy, the vesting period for employees is 15% vest on December 31, 2021, 25% vest on Decemberthree months ended March 31, 2022, and60% vest on December 31, 2023. For founding and non-founding members of the Board of Directors, 50% of the options vest on December 31, 2021, and 50% will vest on December 31, 2022.

On September 29, 2021, under the 2021 Plan, the Board awarded options to purchase shares to officers and other select employees of the Company. The options vest over three years and have a contractual term between six and seven years. In accordance with the 2021 Plan’s policy, the vesting period for directors and officers is 33 1/3% vest on December 1, 2021, 33 1/3% vest on December 1, 2022, and 33 1/3% vest on December 1, 2023.

 

For the Nine Months Ended September 30, 2021

For the Nine Months Ended September 30, 2020

Fair value at grant date

$10.58-$11.20

$3.11-$3.26

Stock price at grant date

$26.88-$33.42

$11.52-$12.50

Exercise price at grant date

$26.88-$33.42

$11.52-$12.50

Expected life in years

3.00 - 3.50

1.58 - 2.00

Expected volatility

49.88% - 53.75%

49.10% - 50.15%

Expected annual rate of dividends

0%

0%

Risk free annual interest rate

0.16% - 0.79%

1.40 - 1.58%

20


For the nine months ended September 30, 2021, the Company recorded share-based compensation for all stock options in the amount of $2.2 million.million and $0.7 million, respectively. This is recognized as $0.20.1 million and $0.1 million, cost of goods sold, net, $1.61.7 million and $0.5 million general and administrative, and $0.40.3 million and $0.1 million, sales and marketing in the condensed consolidated statements of operations and comprehensive (loss) income.

27


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

The number and weighted-average exercise prices and remaining contractual lifefollowing is a summary of options at September 30, 2021 were as follows:stock option activity:

 

 

Number of options

 

 

Weighted average exercise price

 

 

Weighted average remaining contractual life (yrs)

 

 

Aggregate intrinsic value

 

 

Number of options

 

 

Weighted average exercise price

 

 

Weighted average remaining contractual life (yrs)

 

 

Aggregate intrinsic value

 

Outstanding at January 1, 2021

 

1,129,774

 

11.72

 

4.01

 

 

Outstanding, January 1, 2022

 

2,973,895

 

$

27.61

 

6.26

 

$

 

Granted

 

877,509

 

29.32

 

3.55

 

 

 

864,051

 

21.56

 

 

 

 

 

 

Exercised

 

(36,787

)

 

11.52

 

 

 

 

(88,278

)

 

11.32

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(121,127

)

 

 

55.93

 

 

 

 

 

 

 

Outstanding, September 30, 2021

 

 

1,970,496

 

 

$

19.56

 

 

 

4.52

 

 

$

8.43

 

Exercisable, September 30, 2021

 

517,672

 

$

11.71

 

3.34

 

$

15.20

 

Outstanding, March 31, 2022

 

 

3,628,541

 

 

$

25.62

 

 

 

6.23

 

 

$

 

Exercisable, March 31, 2022

 

1,569,874

 

$

18.21

 

3.70

 

$

2.84

 

 

 

Number of options

 

 

Weighted average exercise price

 

 

Weighted average remaining contractual life (yrs)

 

 

Aggregate intrinsic value

 

Outstanding at January 1, 2021

 

 

1,129,779

 

 

$

11.72

 

 

 

4.01

 

 

$

19.90

 

Granted

 

 

326,867

 

 

 

33.42

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, March 31, 2021

 

 

1,456,646

 

 

$

16.59

 

 

 

4.05

 

 

$

28.91

 

Exercisable, March 31, 2021

 

 

554,459

 

 

$

11.70

 

 

 

3.84

 

 

$

33.80

 

 

Total unvested options asAs of September 30, 2021, are March 31, 2022, there was approximately $1,452,82412.7 which are expected to vest over time and have an aggregatemillion of unrecognized compensation expense of $8.5 million. The unrecognized compensation expense willcost related to nonvested stock option arrangements which is expected to be recognized over a weighted average period of 2.090.91 years.

As noted above, following shareholder approval of the 2021 Plan, 0 further grants of awards shall be made under the Prior Plan.

Restricted Stock Units

Restricted stock units ("RSUs") represent a right to receive a single Subordinate Voting Share that is both non-transferable and forfeitable unless and until certain conditions are satisfied. RSUs vest ratably over a two to three year period subject to continued employment through each anniversary. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.

On January 4, February 24, and March 31, 2022, the Board awarded RSUs to board members, directors, officers, and key employees of the Company. The RSUs vest immediately for board members and all other RSUs granted vest over a two-year period.

On September 15, 2021, the Board awarded RSUs to2 officers of the Company as replacement awards for cancelled warrants, which vest immediately. On September 29, 2021, under the 2021 Plan, the Board awarded RSUs to officers, and other select employees of the Company, which vest over a two to three year period.

 

 

Number of
restricted stock units

 

 

Weighted average
grant price

 

Balance as of January 1, 2021

 

 

 

 

 

 

Granted

 

 

3,249,319

 

 

 

25.45

 

Vested

 

 

(2,904,079

)

 

 

25.28

 

Forfeited

 

 

 

 

 

 

Balance as of September 30, 2021

 

 

345,240

 

 

$

26.88

 

NaN share-based compensation expense was recorded for RSUs during the three months ended September 30, 2021.

In September 2021, the Board of Directors approved grants of RSUs for 2 executive officers whoThe previously held warrants. The previously held3,572,514 warrants were cancelled on September 15, 2021 with the new RSUs granted on September 15, 2021 as a replacement of the previously held warrants. The 2 officers were awarded a total premium of $3.1 million, allocated between the 2 officers, to incentivize the cancellation and replacement. NaN share-based compensation expensereplacement, which was recorded related to general and administrative expenses in the cancellationconsolidated statements of operations and replacementcomprehensive (loss) income.

On September 29, 2021, under the 2021 Plan, the Board awarded RSUs to officers and other select employees of the previous warrants with the new RSUs duringCompany, which vest over a two-to three-year period.

28


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

The following is a summary of RSU activity:

 

 

Number of
restricted stock units

 

 

Weighted average
grant price

 

Unvested balance as of January 1, 2022

 

 

332,428

 

 

$

26.86

 

Granted

 

 

821,800

 

 

 

21.51

 

Vested

 

 

(24,444

)

 

 

21.48

 

Forfeited

 

 

(51,460

)

 

 

26.00

 

Unvested balance as of March 31, 2022

 

 

1,078,324

 

 

$

22.94

 

During the three months ended September 30, 2021.March 31, 2022, the Company recorded share-based compensation in the amount of $2.4 million related to RSUs. This is recognized as $0.2 million cost of goods sold, $1.9 million general and administrative and $0.3 million sales and marketing in the statements of operations and comprehensive (loss) income.

As of March 31, 2022, there was approximately $21.5 million of total unrecognized compensation cost related to unvested restricted stock units which is expected to be recognized over a weighted-average service period of 1.11 years.

Warrants

During the year ended December 31, 2018, the Company issued 8,784,872 warrants to certain employees and directors of the Company for past services provided. The warrants had 0 vesting conditions and are exercisable at any time for three years after the issuance, subject to certain lock-up provisions:(i) the warrants may not be exercised for 18 months following the Issue Date; (ii) 50% of the warrants may be exercised between months 19-24 following the Issue Date; and (iii) the remaining 50% of the warrants may be exercised

21


at any time thereafter until expiration. The warrants are exchangeable into Subordinate Voting Shares. For the nine months ended September 30, 2021 and 2020, 0 warrants related to share-based compensation were issued. As the warrants had no vesting conditions, the entire share-based compensation expense of $15.0 million was recognized when the warrants were issued in 2018.

The following table summarizes the activity related to warrants issued and outstanding to certain employees and directors of the Company for the three month period ending March 31, 2021. There were 0 outstanding warrants as of December 31, 20202021 and theno changes to outstanding warrants occurred during the ninethree months ended September 30, 2021:March 31, 2022.

 

 

 

Number of warrants

 

 

Weighted average exercise price ($CAD)

 

 

Weighted average remaining contractual life (yrs)

 

Outstanding as of January 1, 2021

 

 

6,061,561

 

 

 

6.00

 

 

 

0.72

 

Granted

 

 

 

 

 

 

 

 

 

Exercised

 

 

(2,075,990

)

 

 

6.00

 

 

 

 

Exchanged in cashless exercise

 

 

(413,057

)

 

 

 

 

 

 

Cancelled

 

 

(3,572,514

)

 

 

 

 

 

 

Outstanding as of September 30, 2021

 

 

 

 

 

 

 

 

 

 

Number of warrants

 

 

Weighted average exercise price ($CAD)

 

 

Weighted average remaining contractual life (yrs)

 

Outstanding, December 31, 2020

 

 

6,061,561

 

 

 

6.00

 

 

 

0.72

 

Granted

 

 

 

 

 

 

 

 

 

Exercised

 

 

(133,408

)

 

 

 

 

 

 

Forfeited

 

 

(16,592

)

 

 

 

 

 

 

Outstanding, March 31, 2021

 

 

5,911,561

 

 

 

6.00

 

 

 

0.48

 

 

Refer29


Trulieve Cannabis Corp.

Notes to the restricted stock unit disclosure above for additional information regarding the issuance of RSU's in exchange for the cancelled warrants held by 2 executive officers.Condensed Consolidated Financial Statements

 

NOTE 14.16. EARNINGS PER SHARE

The following is a reconciliation for the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2021March 31, 2022 and 2020:2021:

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(dollars in thousands)

 

 

(dollars in thousands)

 

Net income

 

$

18,616

 

 

$

17,415

 

 

$

89,574

 

 

$

59,958

 

Weighted average number of common shares outstanding

 

 

128,146,298

 

 

 

112,039,640

 

 

 

122,983,729

 

 

 

111,824,816

 

Dilutive effect of warrants and options outstanding

 

 

8,762,968

 

 

 

5,909,584

 

 

 

7,943,354

 

 

 

4,173,888

 

Diluted weighted average number of common shares outstanding

 

 

136,909,266

 

 

 

117,949,224

 

 

 

130,927,083

 

 

 

115,998,704

 

Basic earnings per share

 

$

0.15

 

 

$

0.16

 

 

$

0.73

 

 

$

0.54

 

Diluted earnings per share

 

$

0.14

 

 

$

0.15

 

 

$

0.68

 

 

$

0.52

 

 

 

For the Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

Net (loss) income

 

$

(32,482

)

 

$

30,078

 

Less: Net loss and comprehensive loss attributed to non-controlling interest

 

$

(507

)

 

$

 

Net (loss) income and comprehensive (loss) income attributed to common shareholders

 

$

(31,975

)

 

$

30,078

 

Weighted average number of common shares outstanding

 

 

187,054,916

 

 

 

119,892,507

 

Dilutive effect of warrants and options outstanding

 

 

 

 

 

7,696,589

 

Diluted weighted average number of common shares outstanding

 

 

187,054,916

 

 

 

127,589,096

 

Basic (loss) earnings per share

 

$

(0.17

)

 

$

0.25

 

Diluted (loss) earnings per share

 

$

(0.17

)

 

$

0.24

 

 

For the three months ended March 31, 2022, the Company excluded 3,628,541 options, 1,078,324 RSUs, and 3,636,029 warrants, from the dilutive calculation as the Company is in a net loss position. For the three months ended March 31, 2021, the Company excluded 926,242 options from the dilutive calculation as they would have been anti-dilutive. For the three months ended March 31, 2021, the Company excluded 619,237 warrants as they would have been anti-dilutive. As of March 31, 2022, there are approximately 184 million issued and outstanding shares which excludes approximately 2.9 million of fully vested RSUs which are not contractually issuable until 2024.

NOTE 1715.. INCOME TAXES

The following table summarizes the Company’s income tax expense and effective tax rate for the three and nine months ended September 30, 2021March 31, 2022 and 20202021.

 

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

For the Three Months
Ended March 31,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(dollars in thousands)

 

 

(dollars in thousands)

 

 

(in thousands)

 

Income before provision for income taxes

 

$

60,219

 

 

$

43,363

 

$

194,828

 

$

127,074

 

 

$

9,834

 

 

$

64,627

 

Provision for income taxes

 

 

41,603

 

 

 

25,948

 

105,254

 

67,116

 

 

 

42,316

 

 

 

34,549

 

Effective tax rate

 

 

69

%

 

 

60

%

 

54

%

 

53

%

 

 

430

%

 

 

53

%

The Company has computed its provision for income taxes based on the actual effective tax rate for the quarter as the Company believes this is the best estimate for the annual estimated effective tax rate.

The Company is subject to income taxes in the United States and Canada. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the provision for income taxes. The Company’s gross unrecognized tax benefits was approximately $44.9 million as of March 31, 2022 and December 31, 2021, respectively, which is recorded in deferred tax liabilities in the condensed consolidated balance sheets.

NOTE 18. Variable Interest Entities

The Company through its acquisition of Harvest and through the acquired Harvest subsidiaries has entered into operating agreements with various entities related to the purchase and operation of cannabis dispensary, cultivation, and production licenses, in several states.

30


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

The Company determined these entities to be variable interest entities ("VIEs") due to the financial relationship and as the Company is the primary beneficiary as of March 31, 2022, and December 31, 2021. The Company holds varying ownership interests in these entities and in certain cases may not directly hold ownership in the entities, but holds a significant interest through an agent. The Company's VIEs are not material to the consolidated financial position or operations as of March 31, 2022, or for the three month period ended March 31, 2022, or as of December 31, 2021. The Company did not have any VIEs prior to the acquisition of Harvest in October 2021.

We have determined these entities to be variable interest entities and that we are the primary beneficiary. We consolidate these entities due to the other holder’s equity investment being insufficient to finance its activities without additional subordinated financial support and the Company meeting the power and economics criteria. In particular, the Company controls the management decisions and activities most significant to certain VIEs, has provided a significant portion of the subordinated financial support provided to date, and holds membership interests exposing the Company to the risk of reward and/or loss. The Company allocates income and cash flows of the VIEs based on the outstanding ownership percentage in accordance with the underlying operating agreements, as amended. The Company has consolidated all identified variable interest entities for which the Company is the primary beneficiary in the accompanying consolidated financial statements.

 

The following table presents the summarized assets and liabilities of the Company’s VIEs in which we do not hold a majority interest as of March 31, 2022, and December 31, 2021. The assets and liabilities in the table below include third-party assets and liabilities of our VIEs only and exclude intercompany balances that eliminate in consolidation as included in our condensed consolidated balance sheets.

 

March 31, 2022

 

 

December 31, 2021

 

 

(in thousands)

 

Current assets:

 

 

 

 

 

Cash

$

2,146

 

 

$

1,241

 

Accounts receivable, net

 

1,035

 

 

 

905

 

Inventories, net

 

2,008

 

 

 

2,451

 

Other current assets

 

93

 

 

 

313

 

Total current assets

 

5,282

 

 

 

4,910

 

Property and equipment, net

 

4,489

 

 

 

8,335

 

Intangible assets, net

 

17,240

 

 

 

17,735

 

Other assets

 

57

 

 

 

544

 

Total assets

$

27,068

 

 

$

31,524

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

$

579

 

 

$

828

 

Notes payable - current portion

 

 

 

 

1,170

 

Income tax payable

 

474

 

 

 

522

 

Total current liabilities

 

1,053

 

 

 

2,520

 

Notes payable

 

930

 

 

 

1,061

 

Deferred tax liabilities

 

4,479

 

 

 

4,479

 

Other long-term liabilities

 

24

 

 

 

 

Total liabilities

$

6,486

 

 

$

8,060

 

During the three months ended March 31, 2022, the Company divested of it's minority ownership interest in one of it's VIEs and received cash of $1.6 million and recorded an insignificant loss on the divestment which is recorded in loss on divestment and sale of non-operating assets in the condensed consolidated statement of operations and comprehensive (loss) income. As of March 31, 2022, this VIE is no longer consolidated in the Company's condensed consolidated financial statements.

NOTE 1916.. RELATED PARTIES

The Company had raised funds by issuing notes to various related parties including directors, officers, and shareholders and theshareholders. The related party notes were paid off in full in November 2021. The balance at September 30,of related party notes was 0 as of December 31, 2021, and DecemberMarch 31, 2020 was2022, respectively. The Company incurred interest expense for the three months ended March 31, 2021, on the related party notes of $12.00.4 million and $12.0 million, respectively, as discussed in “Note 8 – Notes Payable Related Party”.million.

 

2231


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

 

J.T. Burnette, the spouse of Kim Rivers, the Chief Executive Officer and Chair of the board of directors of the Company, iswas a minority owner of a company (the “Supplier”) that provides construction and related services to the Company. As of January 1, 2022, the Supplier is no longer a related party of the Company. The Supplier is responsible for the construction of the Company’s cultivation and processing facilities, and provides labor, materials and equipment on a cost-plus basis. For the nine monthsyear ended September 30,December 31, 2021, and 2020,related party property and equipment purchases totaled $119.6148.4 million. As of December 31, 2021, $11.4 million and $65.0 million, respectively. As of September 30, 2021 and December 31, 2020, $14.7 million and $10.4 million, respectively, ofrelated party property and equipment purchases was included in accounts payable in the condensed consolidated balance sheets. The use of the Supplier was reviewed and approved by the independent members of the Company’s board of directors, and all invoices of the Supplier are reviewed by the office of the Company’s Chief Legal Officer.

The Company has many leases a cultivation facility and corporate office facility from an entity that is directly or indirectly owned by Kim Rivers, our Chief Executive Officer and Chair of the board of directors, George Hackney, a former member of our board of directors, and Richard May, a member of our board of directors. The Company also leases various real estate holdingproperties from companies that are managed by various related parties including Benjamin Atkins, a former director and current shareholder of the Company, and the Supplier. As of January 1, 2022, Benjamin Atkins is no longer a related party of the Company due to the time that has passed since Mr. Atkins held a director position.

As of September 30, 2021March 31, 2022, and December 31, 2020,2021, under ASC 842, the Company had the following related party leases in the condensed consolidated balance sheet:sheets:

 

 

As of September 30, 2021

 

As of December 31, 2020

 

 

As of March 31, 2022

As of December 31, 2021

 

 

Operating

 

 

Finance

 

Operating

 

 

Finance

 

 

Operating

 

 

Operating

 

 

Finance

 

 

(dollars in thousands)

 

 

(dollars in thousands)

 

 

(in thousands)

(in thousands)

 

Right-of-use assets, net

 

$

6,116

 

$

2,080

 

 

$

12,003

 

$

3,425

 

 

$

899

 

 

$

2,082

 

 

$

2,009

 

Lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease liabilities - current portion

 

725

 

207

 

 

 

1,539

 

281

 

 

$

103

 

 

$

418

 

 

$

215

 

Lease liabilities

 

 

5,790

 

 

2,184

 

 

 

11,083

 

 

3,500

 

 

 

837

 

 

 

1,862

 

 

 

2,127

 

Total related parties lease liabilities

 

$

6,515

 

$

2,391

 

 

$

12,622

 

 

$

3,781

 

 

$

940

 

 

$

2,280

 

 

$

2,342

 

 

Expenses recognized for related party leases werewas $0.90.1 million and $2.40.1 million for the three and nine months ended September 30,March 31, 2022 and 2021, respectively. Expenses recognized for related party leases were $0.9 million and $2.6 million for the three and nine months ended September 30, 2020, respectively.

NOTE 20. REVENUE DISAGGREGATION

Net revenues are comprised of the following for the period ending March 31, 2022 and 2021:17.

 

 

For the Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

Retail

 

$

290,614

 

 

$

181,264

 

Wholesale, licensing and other

 

 

27,734

 

 

 

12,559

 

Revenues, net of discounts

 

$

318,348

 

 

$

193,823

 

NOTE 21. COMMITMENTS AND CONTINGENCIES

(a)

Operating Licenses

Although the possession, cultivation and distribution of cannabis for medical use is permitted in Arizona, California, Colorado, Connecticut, Florida, Maryland, Massachusetts, California, Connecticut,Nevada, Pennsylvania and West Virginia, cannabis is a Schedule-I controlled substance and its use and possession remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis would likely result in the Company’s inability to proceed with our business plans. In addition, the Company’s assets, including real property, cash and cash equivalents, equipment and other goods, could be subject to asset forfeiture because cannabis is still federally illegal.

(b)

32


Trulieve Cannabis Corp.

Notes to Condensed Consolidated Financial Statements

Claims and Litigation

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. Except as disclosed below, at September 30, 2021,As of March 31, 2022, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s condensed consolidated statements of operations and comprehensive income. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

On December 30, 2019, a securities class-action complaint, 

David McNear v. Trulieve Cannabis Corp. et al., Case No. 1:19-cv-07289, was filed against the Company in the United States District Court for the Eastern District of New York. On February 12, 2020, a second securities class-action complaint, Monica Acerra v. Trulieve Cannabis Corp. et al., Case No. 1:20-cv-00775, which is substantially similar to the complaint filed on December 30, 2019, was filed against the Company in the United States District Court for the Eastern District of New York. Both complaints name the Company, Kim Rivers, and Mohan Srinivasan as defendants for allegedly making materially false and misleading statements regarding the Company’s previously reported financial statements and public statements about its business, operations, and prospects. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC Rule 10b-5 promulgated thereunder. The complaint sought unspecified damages, costs, attorneys’ fees, and equitable relief. On March 20, 2020, the Court consolidated the two related actions under In re Trulieve Cannabis Corp. Securities Litigation, No. 1:19-cv-07289, and appointed William Kurek, John Colomara, David McNear, andContingencies

 

23The Company records contingent liabilities with respect to litigation on various claims in which we believe a loss may be probable and the loss in estimable. As of March 31, 2022, and December 31, 2021, $11.0 million and $8.8 million was included in contingent liabilities in the condensed consolidated balance sheets related to pending litigation. As of March 31, 2022 and December 31, 2021, $1.6 million and $2.3 million was included in contingent liabilities in the condensed consolidated balance sheets for estimates related to various sales tax matters. As of March 31, 2022, the Company recorded $2.1 million in liabilities related to potential earn-outs on the Watkins acquisition, that were determined to probable and estimable as of March 31, 2022, with $1.2 million included in contingent liabilities and $0.9 million included in other long term liabilities in the condensed consolidated balance sheets, respectively.

Regulatory Compliance

The Company’s compliance with state and other rules and regulations may be reviewed by state and federal agencies. If the Company fails to comply with these regulations, the Company could be subject to loss of licenses, substantial fines or penalties and other sanctions.

NOTE 22. FINANCIAL INSTRUMENTS

The Company’s financial instruments that are measured at fair value on a recurring basis consist of money market funds and a warrant liability. Our financial instruments where carrying value approximates the fair value include cash, accounts payable and accrued liabilities, 0tes payable, 0tes payable related party, operating lease liabilities, finance lease liabilities, other long-term liabilities and construction finance liabilities. Excluding the money market funds and warrant liability classified at fair value, the carrying values of these financial instruments approximate their fair values as of March 31, 2022, and December 31, 2021, due to their short-term nature or because the effective interest rate applied to the balance approximates the market rate.

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. There have been 0 transfers between hierarchy levels during the three months ended March 31, 2022, and the year ended December 31, 2021.

The following tables present information about the Company’s financial instruments and their classifications as of March 31, 2022, and December 31, 2021, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value.

Fair Value Measurements as of March 31, 2022, using:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(in thousands)

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

94,784

 

 

$

 

 

$

 

 

$

94,784

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities (2)

 

$

 

 

$

2,075

 

 

$

 

 

$

2,075

 

(1) Money market funds are included within cash and cash equivalents in the Company’s condensed consolidated balance sheets. As a short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that is fair value.

(2) Warrant liabilities represent liability classified warrants acquired from Harvest in October 2021 ("Harvest liability warrants") and included as part of the consideration transferred. See Note 4. Acquisitions. The fair value of the Harvest acquired warrants is determined

33


 

Monica Acerra as Lead Plaintiffs. After consultation with legal counsel, the Company believes that the suit is immaterial and that the claims are without merit and intends to vigorously defend against them.

NOTE 18. SUBSEQUENT EVENTSTrulieve Cannabis Corp.

Harvest Health & Recreation

On October 1, 2021 (the "Closing Date"), the Company completed its previously announced acquisition of Harvest Health & Recreation Inc. ("Harvest") pursuantNotes to an Arrangement Agreement, dated May 10, 2021 ("the Arrangement Agreement"). On the Closing Date, the Company acquired all of the issued and outstanding subordinate voting shares, multiple voting shares and super voting shares (collectively the "Harvest Shares") of Harvest. Pursuant to the terms of the Arrangement Agreement, holders of Harvest Shares received 0.1170 of a Subordinate Voting Share of the Company for each subordinate voting share of Harvest held. In total, the Company issued an aggregate of 50,874,175 Trulieve Shares, representing a value of $1.4 billion, in connection with the exchange for all of the issued and outstanding Harvest shares.

The acquisition will be accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations. The Company has begun the process to determine the purchase price allocation for the assets acquired and liabilities assumed including estimating the fair values of intangible and tangible assets. Due to the limited time since the acquisition, these estimates and the initial accounting for the business combination have not been completed. As a result, the Company is unable to provide the amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed.

Senior Secured Notes Due 2026

On October 6, 2021, the Company closed its previously announced private placement of 8% Senior Secured Notes (the "Notes") for aggregate gross proceeds of $350.0 million and net proceeds of $342.6 million. The Notes were issued at 100% face value, bear an interest rate of 8% per annum payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased. The Notes will mature on October 6, 2026 and may be redeemed in whole or in part, at any time from time to time, on or after October 6, 2023 at the application redemption price set forth in the Indenture. The Company used a portion of the net proceeds to redeem certain outstanding indebtedness of Harvest, and intends to use the remaining net proceeds for capital expenditures and other general corporate purposes.

Condensed Consolidated Financial Statements

 

24using the Black-Scholes options pricing model. March 31, 2022 inputs: Share Price: C$26.30; Exercise Price: C$11.25; Remaining term: 1.06 years; Annualized Volatility: 51.81%; Dividend yield: 0%; Discount Rate: 1.63%; C$ Exchange Rate: 0.8003.

Fair Value Measurements as of December 31, 2021, using:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(in thousands)

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

94,161

 

 

$

 

 

$

 

 

$

94,161

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities (2)

 

$

 

 

$

2,895

 

 

$

 

 

$

2,895

 

(1) Money market funds are included within cash and cash equivalents in the Company’s condensed consolidated balance sheets. As a short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that is fair value.

(2) Warrant liabilities represent liability classified warrants acquired from Harvest in October 2021 ("Harvest liability warrants") and included as part of the consideration transferred. See Note 4. Acquisitions. The fair value of the Harvest acquired warrants is determined using the Black-Scholes options pricing model. December 31, 2021, inputs: Share Price: C$32.91; Exercise Price: C$11.25; Remaining term: 1.31 years; Annualized Volatility: 49.57%; Dividend yield: 0%; Discount Rate: 0.56%; C$ Exchange Rate: 0.788.

34


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and accompanying notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 20202021 Form 10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of this Quarterly Report on Form 10-Q and in “Part I, Item 1A—Risk Factors” in our 20202021 Form 10-K.10-K. Actual results may differ materially from those contained in any forward-looking statements. You should read “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” contained herein and in our 20202021 Form 10-K.

Overview

We are a vertically integrated cannabis company and multi-state cannabis operator withwhich currently holds licenses to operate in sixten states and we havehas received notice of intent to award a license in a seventh state.an eleventh state. Headquartered in Quincy, Florida, we are the market leader for quality medical cannabis products and services in Florida and we have market leading retail operations in Arizona and Pennsylvania. By providing innovative, high-quality products across our brand portfolio, we aim to be the brand of choice for medical and adult-use customers in all of the markets that we serve. We operate in highly regulated markets that require expertise in cultivation, manufacturing, retail and logistics. We have developed proficiencies in each of these functions and are committed to expanding access to high quality cannabis products and delivering exceptional customer experiences.

All of the states in which we operate have adopted legislation to permit the use of cannabis products for medicinal purposes to treat specific conditions and diseases, which we refer to as medical cannabis. Recreational marijuana, or adult-use cannabis, is legal marijuana sold in licensed dispensaries to adults ages 21 and older. Thus far, of the states in which we operate, only Arizona, California, Colorado, Connecticut, Massachusetts and MassachusettsNevada have adopted legislation permitting commercialization of adult-use cannabis products. As previously disclosed, on October 1, 2021, we completed our previously announced acquisition of Harvest Health & Recreation Inc. (“Harvest”) and, as a resultresult of the acquisition, our operations have expanded significantly effective as of such date. As of May 2, 2022, we operated 165 dispensaries, with 115 dispensaries in Florida, 19 affiliated dispensaries in Pennsylvania, 17 dispensaries in Arizona, five dispensaries in California, three dispensaries in Maryland, three dispensaries in Massachusetts, two dispensaries in West Virginia and one dispensary in Connecticut, and we operated cultivation and processing facilities in Arizona, Colorado, Florida, Maryland, Massachusetts, Nevada, Pennsylvania, and West Virginia.

As of September 30, 2021,March 31, 2022, we employed over 6,9009,000 people, and we are committed to providing patients and adult consumers, which we refer to herein as “patients” or “customers,” a consistent and welcoming retail experience across Trulieve branded stores. We have nine material subsidiaries: Trulieve, Inc., or Trulieve US; Leef Industries, LLC, or Leef Industries; Life Essence, Inc., or Life Essence; Trulieve Holdings, Inc., or Trulieve Holdings; Trulieve Bristol, Inc. (formerly The Healing Corner, Inc.) or Healing Corner; PurePenn LLC, or PurePenn; Keystone Relief Centers, LLC or Solevo Wellness; Trulieve WV, Inc., or Trulieve WV;stores and Trulieve GA, Inc., or Trulieve GA. Each of Trulieve US, Leef Industries, Life Essence, Trulieve Holdings, Healing Corner, PurePenn LLC, Solevo Wellness and Trulieve WV is wholly owned (directly or indirectly) by Trulieve Cannabis Corp. Trulieve GA is 40% owned (indirectly) by Trulieve Cannabis Corp.affiliated retail locations. As of September 30, 2021,March 31, 2022, the majority of our revenue was generated from the sale of medical cannabis products in the State of Florida and into a lesser extent Arizona and the Commonwealth of Pennsylvania. To date, neither the sale of adult-use cannabis products, nor our operations in Massachusetts, California, Connecticut, Colorado, Maryland, Massachusetts, Nevada, or West Virginia, have been material to our business.

Florida

Our business and operations center around the Trulieve brand philosophy of “Customers First” which permeates our culture beginning with high- quality and efficient cultivation and manufacturing practices, focus on the consumer experience at Trulieve branded and affiliated retail locations, at our in-house call center and where available at customer residences through a robust home delivery program. Our investments in vertically integrated operations in several of our markets afford us ownership of the entire supply chain which mitigates third-party risks and allows us to completely control product quality and brand experience. We believe that this contributes to high customer retention and brand loyalty. We successfully operate our core business functions of cultivation, production and distribution at scale, and are skilled at rapidly increasing capacity without any interruption to existing operations.

Trulieve US is a vertically integrated “seed to sale” cannabis company and is the largest licensed medical marijuana companyhas identified five regional geographic hubs in the StateU.S. and has established cannabis operations in three of the five hubs: Southeast, Northeast, and Southwest. In each of our three regional hubs we have market leading positions in cornerstone states and additional operations and assets in other state markets. Our hubs are managed by national and regional management teams supported by our corporate headquarters in Florida.

Southeast Hub

Our southeast hub operations are anchored by our cornerstone market of Florida. As of September 30, 2021, publiclyTrulieve was the first licensed operator in the medical market in Florida with initial sales in 2016. Publicly available reports filed with the Florida Office of Medical Marijuana Use show Trulieve US to havehas the most dispensing locations and the greatest dispensing volume across product categories out of all licensed medical marijuana businesses in the state.state as of December 31, 2021. Trulieve US cultivates and produces all of its products in-house and distributes those products to patientscustomers in Trulieve branded stores (dispensaries) throughout the State of Florida, as well as directly to patients via home delivery. Our experience in the vertically integrated Florida market has given us the ability to scale and penetrate in all necessary business segments (cultivation, production, sales, and distribution). Trulieve US has the experience necessary to increase market leadership in Florida and employ that expertise effectively in other regulated markets.

35


As of September 30, 2021,March 31, 2022, Trulieve US operated approximately 2.2 million square feet of cultivation and processing facilities across six sites.thirteen sites and 113 retail dispensaries throughout the state. In accordance with Florida law, Trulieve US grows all of its cannabis in secure enclosed indoor facilities and greenhouse structures.

Massachusetts

Life Essence operates In furtherance of our customer-first focus, we have developed a co-located medicalsuite of Trulieve branded products, including flower, edibles, vaporizer cartridges, concentrates, topicals, capsules, tinctures, dissolvable powders, and adult-use dispensariesnasal sprays. This wide variety of products gives customers the ability to select the product that consistently delivers the desired effect and in Northampton and Worcester and Medical Marijuana cultivation and product manufacturing facility in Holyoke. Life Essence also has been awarded Final Licenses for Adult-Use cultivation and processing at the same facility in Holyoke, and provisional certificatestheir preferred method of registration for medical marijuana dispensaries in Holyoke and Cambridge. Upon entry of its existing plant stock into the state’s seed to sale tracking system and clearance from the Massachusetts Cannabis Control Commission, Life Essence became fully operational in the third quarter of 2021, under its adult-use cultivation and processing licenses, including in the wholesale market. The completion of these licensing processes will further enable Life Essence todelivery.

 

25


capitalize on its investment in infrastructure and engage in vertically integrated operations in both adult-use and medical markets in Massachusetts.

On July 2, 2021, Life Essence closed a transaction with Patient Centric of Martha’s Vineyard Ltd., or PCMV, in which Life Essence purchased certain assets of PCMV, including the rights to a Provisional Marijuana Retailer License from the Massachusetts Cannabis Control Commission in Framingham, Massachusetts, and necessary municipal entitlements and a leasehold interest to operate as a marijuana retailer at the property. On June 29, 2021, Life Essence closed a transaction with Nature’s Remedy of Massachusetts, Inc., or Nature’s Remedy, and Sammartino Investments, LLC, pursuant to which Life Essence agreed to purchase certain assets of Nature’s Remedy including a Final Marijuana Retailer License from the Cannabis Control Commission, assignment of a long-term lease for real property in Worcester, Massachusetts for use as a marijuana retailer, and necessary municipal entitlements to operate as a marijuana retailer at the property. Following a satisfactory post final license inspection from the Massachusetts Cannabis Control Commission, this marijuana retailer location in Worcester, Massachusetts commenced operations in August 2021.

California

Leef Industries operates a licensed medical and adult-use cannabis dispensary located in Palm Springs, California.In Georgia, Trulieve believes Leef Industries has demonstrated encouraging growth in the market, offering in-store and online shopping, along with product home delivery. Leef Industries is in the process of Trulieve rebranding and alignment with corporate operational standards, which we believe will increase consumer appeal and operational efficiency. The dispensary helps us stay abreast of trends on the west coast and in a robust and innovative cannabis market distinguished by local competition between diverse and numerous operators.

Connecticut

Healing Corner is a licensed pharmacist-managed medical cannabis dispensary located in Bristol, Connecticut. Healing Corner was founded in 2014 and provides a range of medical marijuana products produced by high quality licensed suppliers. At the dispensary, a licensed pharmacist and trained staff provide on-site counseling and education to patients. Patients may reserve their medical marijuana order through Healing Corner’s innovative Canna-Fill online system. Under Connecticut’s adult-use cannabis legislation, which was enacted July 1, 2021, Healing Corner will have an opportunity to convert to hybrid adult-use and medical sales.

Pennsylvania

On November 12, 2020, we completed the acquisition of 100% of the membership interests of: (i) PurePenn LLC and Pioneer Leasing & Consulting LLC, which we refer to collectively as PurePenn, and (ii) Keystone Relief Centers, LLC, which does business as and we refer to herein as Solevo Wellness. PurePenn operates cannabis cultivation and manufacturing facilities in the Pittsburgh, Pennsylvania area and currently wholesales to 100% of the operating dispensaries in Pennsylvania. Solevo Wellness operates three medical marijuana dispensaries in the Pittsburgh, Pennsylvania area. On July 8, 2021, we completed the acquisition of 100% of the membership interest of Anna Holdings LLC, which does business as Keystone Shops and operates three dispensaries in the Philadelphia area.

West Virginia

On November 13, 2020, Trulieve WV was awarded a processor permit by the West Virginia Office of Medical Cannabis. On January 29, 2021, Trulieve WV was notified that it has been awarded four dispensary permits by the West Virginia Office of Medical Cannabis. On March 22, 2021, we entered into a membership interest purchase agreement with Mountaineer Holding, LLC (“Mountaineer”). Mountaineer holds a West Virginia cultivation license and two dispensary licenses. The acquisition of Mountaineer was completed on May 5, 2021. On June 8, 2021, we completed the acquisition of Solevo Wellness West Virginia LLC and its three West Virginia dispensary permits. On June 29, 2021, we received approval from the West Virginia Office of Medical Cannabis to begin cultivation operations, making Trulieve the first in the state of West Virginia to begin cultivating medical cannabis. We are actively working to obtain approval for processing and dispensing operations as soon as reasonably practicable, which will vary by location depending on permitting and construction timelines.

26


Georgia

On July 24, 2021, Trulieve GA received a Notice of Intent to award a Class 1 Production License from the Georgia Access to Medical Cannabis Commission.Commission in July 2021. The Notice of Intent to award is a notice of the Georgia Access to Medical Cannabis Commission’s expected contract award to Trulieve GA pending resolution of a protest process. If the contract is awarded, Trulieve GA will hold one of two Class 1 Production Licenses in the state and will be permitted to cultivate cannabis for the manufacture of low tetrahydrocannabinol, or THC oil.

Recent Developments

Harvest AcquisitionNortheast Hub

On May 10, 2021, the Company entered into an Arrangement Agreement (the "Arrangement Agreement") with Harvest Health & Recreation Inc., a British Columbia corporation (“Harvest”), pursuant to which the Company agreed to acquire all of the issued and outstanding equity securities of Harvest. Under the terms of the Arrangement Agreement, shareholders of Harvest will receive 0.1170 of a Subordinate Voting Share of Trulieve for each Harvest subordinate voting share (or equivalent) held.

On October 1, 2021 (the "Closing Date"), the Company completed its previously announced acquisitionOur northeast hub operations are anchored by our cornerstone market of Harvest pursuant to an Arrangement Agreement. On the Closing Date, the Company acquired all of the issued and outstanding subordinate voting shares, multiple voting shares and super voting shares (collectively the "Harvest Shares") of Harvest. Pursuant to the terms of the Arrangement Agreement, holders of Harvest Shares received 0.1170 of a Subordinate Voting Share of the Company for each subordinate voting share of Harvest held. In total, the Company issued an aggregate of 50,874,175 Trulieve Shares, representing total consideration of approximately $1.4 billion based on the closing price of Trulieve's Subordinate Voting Shares on September 30, 2021.Pennsylvania.

 

PriorWe conduct cultivation, processing, and retail operations through its direct and indirect subsidiaries with permits for retail operations and grower/processor operations in Pennsylvania. These subsidiaries operate cultivation and processing facilities in McKeesport, Reading, and Carmichael, Pennsylvania to support our affiliated network of retail dispensaries and wholesale distribution network across the acquisition, Harveststate.

We operate three medical dispensaries in Maryland and conduct wholesale sales supported by cultivation and processing in Hancock, Maryland. As of May 2, 2022, we operate three retail dispensaries in Massachusetts, serving medical and adult use customers in Northampton and adult use customers in Worcester and Framingham as of May 2, 2022. Our retail operations are supported by cultivation and manufacturing operations in Holyoke. We commenced wholesale sales in September 2021. Trulieve was onethe first to offer sales of the largest multi-state vertically integrated operatorsclones supporting home grow for residents in the Massachusetts market in August 2021.

We operate a medical cannabis industrydispensary located in the United States operating from “seedBristol, Connecticut. Under Connecticut’s adult-use cannabis legislation, which was enacted July 1, 2021, Trulieve can seek regulatory approval to sale.” Harvest is oneexpand sales at this dispensary to include adult use sales.

We operate two medical dispensaries in Morgantown, and Weston, West Virginia, supported by cultivation and processing operations in Huntington, West Virginia. As of the largest operatorsMay 2, 2022, Trulieve has been awarded and has acquired permits to operate up to a total of ten dispensaries in the stateWest Virginia.

Southwest Hub

Our southwest hub operations are anchored by our cornerstone market of Arizona. In Arizona, which is one of the largestTrulieve holds a market-leading position, offering medical and recreational cannabisadult use customers a wide range of branded and third-party products, including brand partner products. We also serve medical and adult use customers in California. Trulieve conducts wholesale operations in Nevada and Colorado, serving the medical and adult use markets in the country and one of the oldest regulated cannabis markets in the world. Harvest operates facilities or provides services to cannabis dispensaries in Arizona, California, Colorado, Florida, Maryland, Nevada, North Dakota (on February 19, 2021, Harvest completed the divestiture of its North Dakota retail assets), Pennsylvania and Utah, with two provisional licenses in Massachusetts. In addition, Harvest owns CO2 extraction, distillation, purification and manufacturing technology used to produce a line of cannabis topicals, vapes and gems featuring cannabinoids and a hemp-derived product line sold in Colorado. We expect the Harvest acquisition will have a significant impact on our results of operations and financial condition as of and for the fourth quarter ending December 31, 2021 and in future periods as we integrate Harvest’s business with our existing operations.each state.

Senior Secured Notes Due 2026

Recent Developments

On October 6, 2021,January 28, 2022, the Company closed its previously announcedon a second tranche private placement of 8% Senior Secured Notes (the "Notes""2026 Notes") for aggregate gross proceeds of $350.0 million and net proceeds of $342.6$75.6 million. The 2026 Notes were issuedbear interest at 100% face value, bear an interesta rate of 8% per annum, payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased. The 2026 Notes will mature on October 6, 2026, and may be redeemed in whole or in part, at the Company's option, at any time from time to time, on or after October 6, 2023, at the applicationapplicable redemption price set forth in the Indenture. The Company used a portion of the net proceeds to redeem certain outstanding indebtedness of Harvest, and intends to use the remaining portion of the net proceeds for capital expenditures and other general corporate purposes.

Other Developments

On September 29, 2021, the Board of Directors of the Company appointed Rebecca Young as Vice President and Chief Accounting Officer (and principal accounting officer) of the Company and its subsidiaries. Alex D'Amico, the Company's Chief Financial Officer and principal financial officer, will no longer serve as principal accounting officer of the Company.

Management’s Use of Non-GAAP Measures

Our management uses financial measures that are not in accordance with U.S. GAAP, in addition to financial measures in accordance with GAAP to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to, and not aagreement.

 

27On February 14, 2022, the Company completed an acquisition whereby Trulieve acquired a cultivation operation from CP4 Group, LLC, in Phoenix, Arizona ("Watkins"). Total consideration was $27.5 million consisting of cash.


substitute for, our reported financial results prepared in accordance with GAAP. Adjusted EBITDA is a financial measure that is not defined under GAAP. Our management uses this non-GAAP financial measure and believes it enhances an investor’s understanding of our financial and operating performance from period to period because it excludes certain material non-cash items and certain other adjustments management believes are not reflective of our ongoing operations and performance. Adjusted EBITDA excludes from net income as reported interest, share-based compensation, tax, depreciation, acquisition and transaction costs, integration and transition costs, fair value step-up of inventory from acquisitions, COVID related expenses, non-cash expenses, other non-recurring costs and other income. Trulieve reports adjusted EBITDA to help investors assess the operating performance of the Corporation’s business. The financial measures noted above are metrics that have been adjusted from the GAAP net income measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry, as well as to remove non-recurring, irregular and one-time items that may otherwise distort the GAAP net income measure.

As noted above, our Adjusted EBITDA is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Because of these limitations, we consider, and you should consider, Adjusted EBITDA together with other operating and financial performance measures presented in accordance with GAAP. A reconciliation of Adjusted EBITDA from net income, the most directly comparable financial measure calculated in accordance with GAAP, has been included herein.

Components of Results of Operations

Revenue

We derive our revenue from cannabis products which we manufacture, sell, and distribute to our customers by home delivery and in our dispensaries, as well as sales of cannabis products to wholesale customers in select markets.

36


Gross Profit

Gross profit includes the costs directly attributable to product sales and includes amounts paid to produce finished goods, such as flower, and concentrates, as well as packaging and other supplies, fees for services and processing, allocated overhead which includes allocations of rent, administrative salaries, utilities, and related costs. Cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis product, which may create fluctuations in margins over comparative periods as the regulatory environment changes.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel costs related to the dispensaries as well as marketing programs for our products. As we continue to expand and open additional dispensaries, we expect our sales and marketing expenses to continue to increase.

General and Administrative

General and administrative expenses represent costs incurred at our corporate offices, primarily related to personnel costs, including salaries, incentive compensation, benefits, and other professional service costs, including legal and accounting. We expect to continue to invest considerably in this area to support our expansion plans and to support the increasing complexity of the cannabis business. Furthermore, we expect to continue to incur acquisition, transaction, and integration costs related to our expansion plans, and we anticipate a significant increase in compensation expenses related to recruiting and hiring talent, accounting, and legal and professional fees associated with becoming compliant with the Sarbanes-Oxley Act and other public company corporate expenses.

Depreciation and Amortization

Depreciation expense is calculated on a straight-line basis using the estimated useful life of each asset. Estimated useful life is determined by asset class and is reviewed on an annual basis and revised if necessary. Amortization expense is recognized using the

28


straight-line method over the estimated useful life of the intangible assets. Useful lives for intangible assets are determined by type of asset with the initial determination of useful life derived during the valuation of the business combination. On an annual basis, the useful lives of each intangible class of assets are evaluated for appropriateness and adjusted if appropriate.

Other Income (Expense), Net

Interest and other

Other income (expense), net consist primarily of interest expense, interest income, loss on sale of non-operational assets, and interest expense. Prior to December 10, 2020, the impact of the revaluation of the debt warrants was a significant component.derivative liabilities.

Provision for Income Taxes

Provision for income taxes is calculated using the asset and liability method. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As we operate in the cannabis industry, we are subject to the limits of IRC Section 280E under which we are only allowed to deduct expenses directly related to the cost of producing the products or cost of production.

Results of Operations

Revenue

 

 

 

Three Months Ended

 

 

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

Change

 

September 30,

 

 

Change

 

 

2021

 

 

2020

 

 

%

 

2021

 

 

2020

 

 

%

 

 

(dollars in thousands)

 

 

 

 

(dollars in thousands)

 

 

 

Revenues, net of discounts

 

$

224,092

 

 

$

136,274

 

 

64%

 

$

633,037

 

 

$

353,096

 

 

79%

 

 

Three Months Ended

 

 

 

 

 

March 31,

 

 

Change

 

 

2022

 

 

2021

 

 

%

 

 

(in thousands)

 

 

 

Revenues, net of discounts

 

$

318,348

 

 

$

193,823

 

 

64%

Revenue for the three months ended September 30, 2021March 31, 2022 was $224.1$318.3 million, an increase of $87.8$124.5 million, from $136.3$193.8 million for the three months ended September 30, 2020. Revenue for the nine months ended September 30, 2021 was $633.0 million, an increase of $279.9 million, from $353.1 million for the nine months ended September 30, 2020.March 31, 2021. The increase in revenue is the result of an increase in organic growth in retail sales due to an

37


increase in products available for purchase and overall patient count, increased retail locations, as well as expansion of the wholesale business. Between September 30, 2020During the period the Company made acquisitions such as Harvest and September 30, 2021, weKeystone Shops, expanded business into new states such as Massachusetts and West Virginia, and opened or acquired forty-twoadditional dispensaries which also contributed to the increased retail sales year over year. Revenue from businesses acquired alsoin existing markets such as Florida, all of which contributed to the increase for the three and nine months ended September 30, 2021.in revenue.

Cost of Goods Sold

 

 

Three Months Ended

 

 

 

 

Nine Months Ended

 

 

 

 

Three Months Ended

 

 

 

 

September 30,

 

 

Change

 

September 30,

 

 

Change

 

March 31,

 

 

Change

 

2021

 

 

2020

 

 

%

 

2021

 

 

2020

 

 

%

 

2022

 

 

2021

 

 

%

 

(dollars in thousands)

 

 

(dollars in thousands)

 

 

 

 

(in thousands)

 

 

Cost of goods sold

 

$

70,147

 

$

34,097

 

106%

 

$

199,345

 

$

86,557

 

130%

 

$

140,198

 

$

58,559

 

139%

% of total revenues

 

31

%

 

 

25

%

 

 

31

%

 

 

25

%

 

 

44

%

 

30

%

 

Cost of goods sold for the three months ended September 30, 2021March 31, 2022, was $70.1$140.2 million, an increase of $36.1$81.6 million, from $34.1$58.6 million for the three months ended September 30, 2020.March 31, 2021. Cost of goods sold for the nine months ended September 30, 2021 was $199.3 million, an increase of $112.8 million, from $86.6 million for the nine months ended September 30, 2020,increased due to an increase in retail sales as a resultexpansion of an increase in dispensariesthe business and patient count.increased revenue. Cost of goods sold as a percentage of revenue increased from 25%30% for the ninethree months ended September 30, 2020March 31, 2021, to 31%44% for the ninethree months ended September 30, 2021March 31, 2022 due to ourincreased depreciation related to capital expenditures to support business growth, and expansion into new markets rampingwhich are not fully vertical, resulting in the sale of infrastructure in core markets,third party products, and product mix.therefore yield lower margin than our vertical markets.

29


 

Gross Profit

 

 

Three Months Ended

 

 

 

 

Nine Months Ended

 

 

 

 

Three Months Ended

 

 

 

 

September 30,

 

 

Change

 

September 30,

 

 

Change

 

March 31,

 

 

Change

 

2021

 

 

2020

 

 

%

 

2021

 

 

2020

 

 

%

 

2022

 

 

2021

 

 

%

 

(dollars in thousands)

 

 

(dollars in thousands)

 

 

 

 

(in thousands)

 

 

Gross profit

 

$

153,945

 

$

102,177

 

51%

 

$

433,692

 

$

266,539

 

63%

 

$

178,150

 

$

135,264

 

32%

% of total revenues

 

 

69

%

 

75

%

 

69

%

 

75

%

 

 

56

%

 

70

%

 

Gross profit for the three months ended September 30, 2021March 31, 2022, was $153.9$178.2 million, up $51.8$42.9 million or 51%32% from $102.2$135.3 million for the three months ended September 30, 2020. Gross profit for the nine months ended September 30, 2021 was $433.7 million, up $167.2 million or 63% from $266.5 million for the nine months ended September 30, 2020, as a result of an increase in retail sales due to the additional number of dispensaries, products available for sale and patient count.March 31, 2021. Gross profit as a percentage of revenue decreased from 75%70% for the ninethree months ended September 30, 2020March 31, 2021, to 69%56%, for the ninethree months ended September 30, 2021.March 31, 2022. The decrease is caused bydue to increased wholesale business which is generally lower margin than retail sales, increased depreciation related to capital expenditures to support business growth, and expansion into new markets rampingwhich are not fully vertical, resulting in the sale of infrastructure in core markets, product mixthird party products, and macro-economic factors centered around prices and labor.therefore yield lower margin than our vertical markets.

 

Sales and Marketing Expenses

 

 

Three Months Ended

 

 

 

 

Nine Months Ended

 

 

 

 

Three Months Ended

 

 

 

 

September 30,

 

 

Change

 

September 30,

 

 

Change

 

March 31,

 

 

Change

 

2021

 

 

2020

 

 

%

 

2021

 

 

2020

 

 

%

 

2022

 

 

2021

 

 

%

 

(dollars in thousands)

 

 

(dollars in thousands)

 

 

 

 

(in thousands)

 

 

Sales and marketing expenses

 

$

51,724

 

$

30,890

 

67%

 

$

142,858

 

$

80,764

 

77%

 

$

72,862

 

$

44,558

 

64%

% of total revenues

 

 

23

%

 

23

%

 

23

%

 

23

%

 

 

23

%

 

23

%

 

 

Sales and marketing expense increased by 67%64% from $30.9$44.6 million for the three months ended September 30, 2020March 31, 2021 to $51.7$72.9 million for the three months ended September 30, 2021. Sales and marketing expense increased from $80.8 million for the nine months ended September 30, 2020 to $142.9 million for the nine months ended September 30, 2021, an increase of $62.1 million, or 77%.March 31, 2022. The increase in sales and marketing expense is the result of a higher headcount for the year, as we continue to add additional dispensaries in efforts to maintain and further drive higher growth in sales and market share as well as expanding into new markets. This increased headcount resulted in higher personnel costs, which is the primary driver for the increase year over year.

38


General and Administrative Expenses

 

 

Three Months Ended

 

 

 

 

Nine Months Ended

 

 

 

 

Three Months Ended

 

 

 

 

September 30,

 

 

Change

 

September 30,

 

 

Change

 

March 31,

 

 

Change

 

2021

 

 

2020

 

 

%

 

2021

 

 

2020

 

 

%

 

2022

 

 

2021

 

 

%

 

(dollars in thousands)

 

 

(dollars in thousands)

 

 

 

 

(in thousands)

 

 

General and administrative expenses

 

$

28,218

 

$

8,502

 

232%

 

$

55,869

 

$

22,696

 

146%

 

$

33,546

 

$

12,709

 

164%

% of total revenues

 

 

13

%

 

6

%

 

9

%

 

6

%

 

 

11

%

 

7

%

 

 

General and administrative expense for the three months ended September 30, 2021March 31, 2022, increased by 232%164% to $28.2$33.5 million from $8.5$12.7 million for the three months ended September 30, 2020. General and administrative expense for the nine months ended September 30, 2021 increased to $55.9 million from $22.7 million for the nine months ended September 30, 2020, an increase of $33.2 million, or 146%.March 31, 2021. The increase in general and administrative expense is the result of entering new markets, ramping our infrastructure to support growth initiatives, continued acquisitions resulting in additional transaction and integration costs and increased go-forward compliance costs. General and administrative expenses included acquisition and transaction costs of $11.1 million and $14.3$3.3 million for the three and nine months ended September 30, 2021, respectively. Also included in the three and nine months ended September 30, 2021 is $4.2 million related to premiums on equity transactions.March 31, 2022.

Depreciation and Amortization Expenses

 

 

 

Three Months Ended

 

 

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

Change

 

September 30,

 

 

Change

 

 

2021

 

 

2020

 

 

%

 

2021

 

 

2020

 

 

%

 

 

(dollars in thousands)

 

 

 

 

(dollars in thousands)

 

 

 

Depreciation and amortization expenses

 

$

7,728

 

 

$

3,314

 

 

133%

 

$

19,829

 

 

$

8,612

 

 

130%

% of total revenues

 

 

3

%

 

 

2

%

 

 

 

 

3

%

 

 

2

%

 

 

30


 

 

Three Months Ended

 

 

 

 

 

March 31,

 

 

Change

 

 

2022

 

 

2021

 

 

%

 

 

(in thousands)

 

 

 

Depreciation and amortization expenses

 

$

29,305

 

 

$

5,434

 

 

439%

% of total revenues

 

 

9

%

 

 

3

%

 

 

 

Depreciation and amortization expense for the three months ended September 30, 2021March 31, 2022, was $7.7$29.3 million, up $4.4$23.9 million from $3.3$5.4 million for the three months ended September 30, 2020. Depreciation and amortization expenses for the nine months ended September 30, 2021 was $19.8 million, up $11.2 million, from $8.6 million for the nine months ended September 30, 2020.March 31, 2021. The overall increase in depreciation and amortization expenses was due to investment in infrastructure that resulted in a higher number of capitalized assets from the additional dispensaries and cultivation facilities. Furthermore, amortization expense increased due to acquisitions and acquired intangibles.

Impairment and Disposal of Long-lived Assets

 

 

Three Months Ended

 

 

 

 

 

March 31,

 

 

Change

 

 

2022

 

 

2021

 

 

%

 

 

(in thousands)

 

 

 

Loss on impairment and disposal of long-lived assets

 

$

13,780

 

 

$

 

 

100%

% of total revenues

 

 

4

%

 

 

 

 

 

Loss on impairment and disposal of long-lived assets for the quarter ended March 31, 2022, increased to $13.8 million from zero for the three months ended March 31, 2021. The increase is primarily due to the write off of certain leases due to market changes in our Southeast hub and the disposal of certain long-lived assets.

Total Other Expense, Net

 

 

Three Months Ended

 

 

 

 

Nine Months Ended

 

 

 

 

Three Months Ended

 

 

 

 

September 30,

 

 

Change

 

September 30,

 

 

Change

 

March 31,

 

 

Change

 

2021

 

 

2020

 

 

%

 

2021

 

 

2020

 

 

%

 

2022

 

 

2021

 

 

%

 

(dollars in thousands)

 

 

(dollars in thousands)

 

 

 

 

(in thousands)

 

 

Total other expense, net

 

$

6,056

 

$

16,108

 

(62%)

 

$

20,308

 

$

27,393

 

(26%)

 

$

18,823

 

$

7,936

 

137%

% of total revenues

 

 

3

%

 

12

%

 

3

%

 

8

%

 

 

6

%

 

4

%

 

 

Total other expense, net for the three months ended September 30, 2021March 31, 2022, was expense of $6.1$18.8 million, a decreasean increase of $10.1$10.9 million from expense of $16.1$7.9 million for the three months ended September 30, 2020. Total other expense, net for the nine months ended September 30, 2021 was expense of $20.3 million, a decrease of $7.1 million from expense of $27.4 million for the nine months ended September 30, 2020.March 31, 2021. The overall decreaseincrease is primarily the result of the revaluation of debt warrants for the nine months ended September 30, 2020, partially offset by an increase in interest expense related to additional finance leases to support business growth.growth and loss on disposal of non-operational assets during the three months ended March 31, 2022.

On December 10, 2020, the Company entered into a Supplemental Warrant Indenture with Odyssey Trust Company pursuant to which it amended the terms of the issued and outstanding subordinate voting share purchase warrants of the Company (the “Public Warrants”) to convert the exercise price of the Public Warrants to $13.47 per share, the U.S. dollar equivalent of the Canadian dollar exercise price of the Public Warrants of C$17.25. As a result of this, the Public Warrants converted to equity in December 2020, eliminating revaluation expense in future periods.

39


Provision for Income Taxes

 

 

 

Three Months Ended

 

 

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

Change

 

September 30,

 

 

Change

 

 

2021

 

 

2020

 

 

%

 

2021

 

 

2020

 

 

%

 

 

(dollars in thousands)

 

 

 

 

(dollars in thousands)

 

 

 

Provision for income taxes

 

$

41,603

 

 

$

25,948

 

 

60%

 

$

105,254

 

 

$

67,116

 

 

57%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

March 31,

 

 

Change

 

 

2022

 

 

2021

 

 

%

 

 

(in thousands)

 

 

 

Provision for income taxes

 

$

42,316

 

 

$

34,549

 

 

22%

 

 

 

 

 

 

 

 

 

 

Income tax expense for the three months ended September 30, 2021March 31, 2022, increased to $41.6$42.3 million from $25.9$34.5 million for the three months ended September 30, 2020. Income tax expense for the nine months ended September 30, 2021 increased to $105.3 million from $67.1 million for the nine months ended September 30, 2020, an increase of $38.1 million, or 57% as a result of a $167.2 million increase in gross profit for the same periods.March 31, 2021. Under IRC Section 280E, cannabis companies are only allowed to deduct expenses that are directly related to production of the products. The Company's quarterly tax provision and our quarterly estimate of our annual effective tax rate, is subject to change resulting from several factors, including variability in forecasting our pre-tax and taxable income due to external changes in market condition changes in statutes, regulations and administrative practices, principles, and interpretations related to tax. The effective tax rate can be more or less volatile based on the amount of pre-tax income or loss. The impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower. The increase in income tax expense is primarily due to the increase in gross profit as a result of the increase in revenue as well as variability in the effective tax rate calculation which produced a large amount of tax expense in the quarter. The three months ended September 30, 2021, saw an increased tax expense as compared to prior periods due to variability in the effective tax rate.revenue.

 

Net Income

 

 

 

Three Months Ended
September 30,

 

 

 

 

Nine Months Ended
September 30,

 

 

 

 

 

2021

 

 

2020

 

 

Change

 

2021

 

 

2020

 

 

Change

 

 

(dollars in thousands)

 

 

 

 

(dollars in thousands)

 

 

 

Net income and comprehensive income

 

$

18,616

 

 

$

17,415

 

 

7%

 

$

89,574

 

 

$

59,958

 

 

49%

31


 

 

Three Months Ended
March 31,

 

 

 

 

 

2022

 

 

2021

 

 

Change

 

 

(in thousands)

 

 

 

Net (loss) income and comprehensive income

 

$

(32,482

)

 

$

30,078

 

 

-208%

 

Net incomeloss for the three months ended September 30, 2021March 31, 2022, was $18.6$32.5 million an increasea decrease of $1.2$62.6 million, from $17.4net income of $30.1 million for the three months ended September 30, 2020. Net income for the nine months ended September 30, 2021 was $89.6 million, an increase of $29.6 million or 49%, from $60.0 million for the nine months ended September 30, 2020.March 31, 2021. The increasedecrease was driven primarily by the opening of additional dispensaries, an increase in products available for purchase, and overall patient count. These increases were offset by cost of goods sold which was driven by product mix. In addition, increases inlower gross margin, increased sales and marketing and general and administrative expenses such as personnel costs dispensary expenses, depreciation, interest expense, costs of entering new markets, ramping infrastructure, acquisition and transaction costs, integration costs, and go-forward compliance, all contributedrelated to the offset. Income taxes alsoexpanded organization, losses on disposal of long-lived assets, increased period over period,other expense, and increased tax expense, as due to both gross profit increases and effectivethe restrictions of 208E, the Company is not able to deduct many of their operating expenses for tax rate variances.

Adjusted EBITDA

 

 

Three Months Ended
September 30,

 

 

 

 

Nine Months Ended
September 30,

 

 

 

 

 

2021

 

 

2020

 

 

Change

 

2021

 

 

2020

 

 

Change

 

 

(dollars in thousands)

 

 

 

 

(dollars in thousands)

 

 

 

Adjusted EBITDA

 

$

98,034

 

 

$

68,724

 

 

43%

 

$

283,702

 

 

$

178,668

 

 

59%

Adjusted EBITDA for the three months ended September 30, 2021 was $98.0 million, an increase of $29.3 million from $68.7 million for the three months ended September 30, 2020. Adjusted EBITDA for the nine months ended September 30, 2021, was $283.7 million, an increase of $105.0 million or 59%, from $178.7 million for the nine months ended September 30, 2020. The following table presents a reconciliation of GAAP net income to non-GAAP Adjusted EBITDA, for each of the periods presented:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(dollars in thousands)

 

 

(dollars in thousands)

 

Net income and comprehensive income

 

$

18,616

 

 

$

17,415

 

 

$

89,574

 

 

$

59,958

 

Add impact of:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

6,145

 

 

 

5,352

 

 

 

20,693

 

 

 

16,566

 

Provision for income taxes

 

 

41,603

 

 

 

25,948

 

 

 

105,254

 

 

 

67,116

 

Depreciation and amortization

 

 

7,728

 

 

 

3,314

 

 

 

19,829

 

 

 

8,612

 

Depreciation included in cost of goods sold

 

 

5,709

 

 

 

2,533

 

 

 

14,396

 

 

 

7,424

 

EBITDA

 

 

79,801

 

 

 

54,562

 

 

 

249,746

 

 

 

159,676

 

Acquisition and transaction costs

 

 

11,114

 

 

 

 

 

 

14,335

 

 

 

 

COVID related expenses

 

 

503

 

 

 

2,883

 

 

 

6,014

 

 

 

5,957

 

Share-based compensation and related premiums

 

 

4,922

 

 

 

523

 

 

 

6,407

 

 

 

2,208

 

Inventory step up, fair value

 

 

710

 

 

 

 

 

 

3,238

 

 

 

 

Integration and transition costs

 

 

838

 

 

 

 

 

 

2,725

 

 

 

 

Other non-recurring costs

 

 

235

 

 

 

 

 

 

1,622

 

 

 

 

Other expense (income), net

 

 

(89

)

 

 

10,756

 

 

 

(385

)

 

 

10,827

 

Total adjustment

 

 

18,233

 

 

 

14,162

 

 

 

33,956

 

 

 

18,992

 

Adjusted EBITDA

 

$

98,034

 

 

$

68,724

 

 

$

283,702

 

 

$

178,668

 

purposes.

Liquidity and Capital Resources

Sources of Liquidity

Since our inception, we have funded our operations and capital spending through cash flows from product sales, loans from affiliates and entities controlled by our affiliates, third-party debt, and proceeds from the sale of our capital stock. We are generating cash from sales and are deploying our capital reserves to acquire and develop assets capable of producing additional revenues and earnings over both the immediate and long term to support our business growth and expansion. Our current principal sources of liquidity are our cash and cash equivalents provided by our operations and debt and equity offerings. Cash and cash equivalents consist primarily of cash on deposit with banks and money market funds. Cash and cash equivalents were $213.6$267.2 million as of September 30, 2021.March 31, 2022.

We believe our existing cash balances will be sufficient to meet our anticipated cash requirements from the report issuance date through at least the next twelve months.

32



Our primary uses of cash are for working capital requirements, capital expenditures and debt service payments. Additionally, from time to time, we may use capital for acquisitions and other investing and financing activities. Working capital is used principally for our personnel as well as costs related to the growth, manufacture, and production of our products. Our capital expenditures consist primarily of additional facilities and dispensaries, improvements in existing facilities and product development.

To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds. There can be no assurance that we will be able to obtain additional funds on terms acceptable to us, on a timely basis, or at all. The failure to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the results of operations and financial condition.

The following table presents our cash and outstanding debt as of the dates indicated:

Cash Flows

 

 

 

Nine Months Ended September 30,

 

 

Year Ended
December 31,

 

 

 

2021

 

 

2020

 

 

 

(dollars in thousands)

 

Cash and cash equivalents

 

$

213,574

 

 

$

146,713

 

Outstanding debt:

 

 

 

 

 

 

Notes payable

 

 

6,000

 

 

 

6,000

 

Notes payable - related party

 

 

12,000

 

 

 

12,011

 

Private placement notes

 

 

130,000

 

 

 

130,000

 

Operating lease liability

 

 

47,921

 

 

 

31,397

 

Finance lease liability

 

 

62,588

 

 

 

38,935

 

Construction finance liability

 

$

92,021

 

 

$

82,047

 

Cash Flows

The table below highlights our cash flows for the periods indicated.

 

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

 

(dollars in thousands)

 

Net cash provided by operating activities

 

$

75,080

 

 

$

72,840

 

Net cash used in investing activities

 

 

(237,642

)

 

 

(90,814

)

Net cash provided by financing activities

 

 

229,423

 

 

 

119,538

 

Net increase in cash and cash equivalents

 

 

66,861

 

 

 

101,564

 

Cash and cash equivalents, beginning of period

 

 

146,713

 

 

 

91,813

 

Cash and cash equivalents, end of period

 

$

213,574

 

 

$

193,377

 

40


 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

Net cash provided by operating activities

 

$

45,147

 

 

$

59,591

 

Net cash used in investing activities

 

 

(83,828

)

 

 

(53,362

)

Net cash provided by financing activities

 

 

72,248

 

 

 

9,508

 

Net increase in cash and cash equivalents

 

 

33,567

 

 

 

15,737

 

Cash, cash equivalents, and restricted cash, beginning of period

 

 

233,659

 

 

 

146,713

 

Cash, cash equivalents, and restricted cash, end of period

 

$

267,226

 

 

$

162,450

 

 

Cash Flow from Operating Activities

Net cash provided by operating activities was $75.1$45.1 million for the ninethree months ended September 30, 2021, an increaseMarch 31, 2022, a decrease of $2.2$14.4 million, compared to $72.8$59.6 million net cash provided by operating activities during the ninethree months ended September 30, 2020.March 31, 2021. This is primarily due to increasedthe current net loss versus net income offset byin the prior year period, and increases in net working capital requirements, including inventory, as we ramp the business to support our growth.

Cash Flow from Investing Activities

Net cash used in investing activities was $237.6$83.8 million for the ninethree months ended September 30, 2021,March 31, 2022, an increase of $146.8$30.5 million, compared to the $90.8$53.4 million net cash used in investing activities for the ninethree months ended September 30, 2020.March 31, 2021. The increase is primarily due to the increase of property and equipment purchases for the construction of additional dispensaries and continued expansion of our cultivation and processing facilities, as well as acquisitionsacquisition completed during the period.

33


 

Cash Flow from Financing Activities

Net cash provided by financing activities was $229.4$72.2 million for the ninethree months ended September 30, 2021,March 31, 2022, an increase of $109.9$62.7 million, compared to the $119.5$9.5 million net cash provided by financing activities for the ninethree months ended September 30, 2020.March 31, 2021. The increase was primarily due to proceeds from the closing of an underwritten, marketed public offeringthe second tranche of 5,750,000 Subordinate Voting Shares resulting in gross proceeds, before deducting underwriting discounts and commissions and offering expenses payable by us, of $227.9 million (after giving effect to the conversion rate on April 7, 2021) as well as proceeds from share warrant exercises and proceeds from construction finance liabilities.Senior Secured Notes.

Funding Sources

Private Placement Note Liabilities - “June Warrants” and “November Warrants”

On June 18, 2019, we completed an offering using our Canadian prospectus of 70,000 units (the “June Units”), comprised of an aggregate principal amount of US$70.0 million of 9.75% senior secured notes maturing in 2024 (the “June Notes”) and an aggregate amount of 1,470,000 subordinate voting share warrants (each individual warrant being a “June Warrant”) at a price of US$980 per June Unit for gross proceeds of US$68.6 million. Each June Unit was comprised of one June Note issued in denominations of $1,000 and 21 June Warrants.

On November 7, 2019, we completed an offering using our Canadian prospectus of 60,000 units (the “November Units”), comprised of an aggregate principal amount of US$60.0 million of 9.75% senior secured notes maturing in 2024 (the “November Notes”) and an aggregate amount of 1,560,000 subordinate voting share warrants (each individual warrant being a “November Warrant”) at a price of US$980 per November Unit for gross proceeds of US$61.1 million. Each November Unit was comprised of one November Note issued in denominations of $1,000 and 26 November Warrants.

Private Placement Note Liabilities - Secured Promissory Notes

In 2017, we entered into three unsecured promissory notes with

On October 6, 2021, the Company closed on a 12% annualprivate placement of 8% Senior Secured Notes (the "“Notes") for aggregate gross proceeds of $350.0 million and net proceeds of $342.6 million. The Notes were issued at 100% face value, bear an interest rate which was amendedof 8% per annum payable semi-annually in January 2019 to extendequal installments until the maturity by three yearsdate, unless earlier redeemed or repurchased. The Notes mature on October 6, 2026 and may be redeemed in whole or in part, at any time from time to 2022. The balance of these notes is $4.0 million. On December 17, 2017, we entered into a promissory note with a 12% annual interest rate and a balance of $2.0 million, which will mature December 2021. These notes were paidtime, on or after October 6, 2023 at the applicable redemption price set forth in the fourth quartertrust indenture dated as of 2021.June 18, 2019 (the “Base Indenture”), as supplemented by a supplemental trust indenture dated as of October 6, 2021 (the “Supplemental Indenture” and, the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”), by and between the Company and Odyssey Trust Company, as trustee. The Company used a portion of the net proceeds to redeem certain outstanding indebtedness of Harvest, and intends to use the remaining net proceeds for capital

Related Party Promissory

41


expenditures and other general corporate purposes. The Indenture governing the Notes contains covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to, among other things, declare or pay dividends or make certain other payments; purchase, redeem or otherwise acquire or retire for value any equity interests or otherwise make any restricted payments; conduct certain asset sales or consolidate, merge or transfer all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis; make certain restricted investments, incur certain indebtedness or grant certain liens, or enter into certain affiliate transactions. These covenants are subject to a number of other limitations and exceptions as set forth in the Indenture.

In February 2019, we entered into

On January 28, 2022, the Company closed on a 24-month unsecured loan withsecond tranche private placement of 8% Senior Secured Notes for aggregate gross proceeds of $75.6 million. The Notes bear an 8% annual interest rate with Benjamin Atkins, a former directorof 8% per annum payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased. The Notes will mature on October 6, 2026, and shareholder of Trulieve for $257,337. In March 2018,may be redeemed in whole or in part, at the Company entered into a 24-month unsecured loan with an 8% annual interest rate with Benjamin Atkins for $158,900. In June 2018,Company's option, at any time, on or after October 6, 2023, at the Company entered into a 24-month unsecured loan with an 8% annual interest rate with Benjamin Atkins for $262,010. In November 2018,application redemption price set forth in the Company entered into two separate 24-month unsecured loans each with an 8% annual interest rate with a former director and shareholder for a total of $474,864. As of the first quarter-ended March 31, 2021, all loans with Benjamin Atkins have matured and been paid in full.Indenture.

In May 2018, the Company entered into two separate unsecured promissory notes (the “Traunch Four Note” and the “Rivers Note”) for a total of $12.0 million. The Traunch Four Note is held by Traunch Four, LLC, an entity whose direct and indirect owners include Kim Rivers, the Chief Executive Officer and Chair of the Board, as well as Thad Beshears, Richard May, who are each directors of Trulieve, George Hackney, a former director of Trulieve, and certain of Richard May’s family members. The Rivers Note is held by Kim Rivers. Each promissory note has a 24-month maturity and 12% annual interest rate. The two unsecured promissory notes were amended in March 2021 to extend the maturity one year to May 2022, all other terms remain unchanged. These notes were paid in the fourth quarter of 2021.

Balance Sheet Exposure

At September 30, 2021 and 2020,

As of March 31, 2022, the entirety of our condensed consolidated balance sheet is exposed to U.S. cannabis-related activities. We believe our operations are in material compliance with all applicable state and local laws, regulations, and licensing requirements in the states in which we operate. However, cannabis remains illegal under U.S. federal law. Substantially all our revenue is derived from U.S. cannabis operations. For information about risks related to U.S. cannabis operations, please refer to the “Risk Factors” section of this Quarterly Report on Form 10-Q and "Part I, Item 1A - Risk Factors" in our 20202021 Form 10-K.

34


 

Contractual Obligations

At September 30, 2021,

As of March 31, 2022, we had the following contractual obligations to make future payments, representing contracts and other commitments that are known and committed:

 

 

 

<1 Year

 

 

1 to 3 Years

 

 

3 to 5 Years

 

 

>5 Years

 

 

Total

 

 

 

(dollars in thousands)

 

Accounts payable and accrued liabilities

 

$

62,769

 

 

$

 

 

$

 

 

$

 

 

$

62,769

 

Notes payable

 

 

6,000

 

 

 

 

 

 

 

 

 

 

 

 

6,000

 

Notes payable - related party

 

 

12,000

 

 

 

 

 

 

 

 

 

 

 

 

12,000

 

Private placement notes

 

 

 

 

 

 

 

 

130,000

 

 

 

 

 

 

130,000

 

Operating lease liability

 

 

1,991

 

 

 

16,059

 

 

 

15,559

 

 

 

35,893

 

 

 

69,502

 

Finance lease liability

 

 

2,494

 

 

 

23,755

 

 

 

18,464

 

 

 

43,875

 

 

 

88,588

 

Construction finance liability

 

 

12,300

 

 

 

38,963

 

 

 

27,792

 

 

 

164,432

 

 

 

243,487

 

 

 

<1 Year

 

 

1 to 3 Years

 

 

3 to 5 Years

 

 

>5 Years

 

 

Total

 

 

 

(in thousands)

 

Accounts payable and accrued liabilities

 

$

109,810

 

 

$

 

 

$

 

 

$

 

 

$

109,810

 

Notes payable

 

 

9,543

 

 

 

2,525

 

 

 

15

 

 

 

930

 

 

 

13,013

 

Private placement notes

 

 

1,874

 

 

 

130,000

 

 

 

425,000

 

 

 

 

 

 

556,874

 

Operating lease liabilities

 

 

23,079

 

 

 

44,439

 

 

 

42,739

 

 

 

113,321

 

 

 

223,578

 

Finance lease liabilities

 

 

13,043

 

 

 

27,877

 

 

 

22,816

 

 

 

44,327

 

 

 

108,063

 

Construction finance liabilities

 

 

22,892

 

 

 

47,341

 

 

 

48,980

 

 

 

421,629

 

 

 

540,842

 

Total

 

$

180,241

 

 

$

252,182

 

 

$

539,550

 

 

$

580,207

 

 

$

1,552,180

 

 

Off-Balance Sheet Arrangements

As of the date of this filing, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of, including, and without limitation, such considerations as liquidity and capital resources.

Management's Use of Non-GAAP Measures

Our management uses financial measures that are not in accordance with generally accepted accounting principles in the U.S., or GAAP, in addition to financial measures in accordance with GAAP to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. Adjusted EBITDA is a financial measure that is not defined under GAAP. Our management uses this non-GAAP financial measure and believes it enhances an investor’s understanding of our financial and operating performance from period to period because it excludes certain material non-cash items and certain other adjustments management believes are not reflective of our ongoing operations and performance. Adjusted EBITDA excludes from net income as reported interest, provision for income taxes, and depreciation and amortization to arrive at EBITDA. This is then adjusted for items that do not represent the operations of the core business such as inventory step-up for fair value adjustments in purchase accounting, integration and transition costs, acquisition and transaction costs, other non-recurring costs, expenses related to the COVID-19 pandemic, impairments and disposals of long-lived assets, the results of entities consolidated as VIEs but not legally controlled and operated by the Company, and other income and expense items. Integration and transition costs include those costs related to integration of acquired entities and to transition major systems or processes. Acquisition and transaction costs relate to specific transactions such as acquisitions whether contemplated or completed and regulatory filings and costs related to equity and debt issuances. Other non-recurring costs includes miscellaneous items which are not expected to reoccur

42


frequently such as inventory adjustments related to specific issues and unusual litigation. Adjusted EBITDA for the period ended March 31, 2021, has been adjusted to reflect this current definition. Additionally, certain reclassifications have been made to Adjusted EBITDA for prior periods to conform to the current period presentation.

Trulieve reports Adjusted EBITDA to help investors assess the operating performance of the Company’s business. The financial measures noted above are metrics that have been adjusted from the GAAP net income measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry, as well as to remove non-recurring, irregular and one-time items that may otherwise distort the GAAP net income measure.

As noted above, our Adjusted EBITDA is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Because of these limitations, we consider, and you should consider, Adjusted EBITDA together with other operating and financial performance measures presented in accordance with GAAP. A reconciliation of Adjusted EBITDA from net income, the most directly comparable financial measure calculated in accordance with GAAP, has been included herein immediately following our discussion of “Adjusted EBITDA”.

Adjusted EBITDA

 

 

Three Months Ended
March 31,

 

 

 

 

 

2022

 

 

2021

 

 

Change

 

 

(in thousands)

 

 

 

Adjusted EBITDA

 

$

105,544

 

 

$

90,797

 

 

16%

Adjusted EBITDA for the Three months ended March 31, 2022 was $105.5 million, an increase of $14.7 million from $90.8 million for the three months ended March 31, 2021. The following table presents a reconciliation of GAAP net income to non-GAAP Adjusted EBITDA, for each of the periods presented:

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

Net (loss) income and comprehensive (loss) income attributable to common shareholders

 

$

(31,975

)

 

$

30,078

 

Add impact of:

 

 

 

 

 

 

Interest expense

 

 

17,877

 

 

 

7,899

 

Provision for income taxes

 

 

42,316

 

 

 

34,549

 

Depreciation and amortization

 

 

29,305

 

 

 

5,434

 

Depreciation included in cost of goods sold

 

 

10,692

 

 

 

3,667

 

EBITDA

 

 

68,215

 

 

 

81,627

 

     Inventory step up, fair value

 

 

385

 

 

 

2,528

 

     Integration and transition costs

 

 

5,274

 

 

 

390

 

     Acquisition and transaction costs

 

 

3,297

 

 

 

1,652

 

     Share-based compensation

 

 

4,564

 

 

 

741

 

     Other non-recurring costs

 

 

8,629

 

 

 

 

     COVID related expenses

 

 

431

 

 

 

3,822

 

     Loss on impairment and disposal of long-lived assets

 

 

13,780

 

 

 

 

     Loss on divestment and sale of non-operating assets

 

 

2,681

 

 

 

 

     Results of entities not legally controlled

 

 

23

 

 

 

 

     Other (income) expense, net

 

 

(915

)

 

 

37

 

     Change in fair value of derivative liabilities - warrants

 

 

(820

)

 

 

 

Total adjustments

 

 

37,329

 

 

 

9,170

 

Adjusted EBITDA

 

$

105,544

 

 

$

90,797

 

43


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to our market risk disclosures as set forth in Part II Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2020.2021.

Item 4. Controls and Procedures

a. Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures.

Our management, with the participation of the principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report. Our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2021, we did not maintain effective disclosure controls and procedures because of the material weakness in internal control over financial reporting described below.

Notwithstanding the material weakness described below, we have concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

 

Material Weakness in Internal Control Over Financial Reporting

Evaluation of Internal Controls Over Financial Reporting

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal accounting officer, as appropriate to allow timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the risk related to controls and procedures.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As disclosedManagement of the Company, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in "Note 2. BasisRules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of Presentation" under "Revisions1934, as amended (the “Exchange Act”) as of Previously IssuedMarch 31, 2022. Our Chief Executive Officer and Chief Financial Statements" during the quarter ended September 30, 2021, management identified errors in the accounting for leases, asset acquisitions, and classification of assets. Management reviewed these errors identifying the root causeOfficer have concluded that, due to the control environment componentmaterial weaknesses identified in the prior period which are currently in the process of being remediated, as of March 31, 2022, we did not maintain effective disclosure controls and procedures because of the material weaknesses in internal control as described in Item 9A. Controls and Procedures in the Company did not maintain a sufficient complement of personnel2021 Annual Report on Form 10-K, filed with the appropriate level of knowledge, experience, and training in certain areas important to financial reporting. During 2021, even though a material misstatement was not identified in the Company’s financial statements, it was determined that there was a reasonable possibility that a material misstatement in the Company’s financial statements would not have been prevented or detectedSEC on a timely basis.March 30, 2022.

Management’s Remediation Measures

 

35Notwithstanding the material weaknesses described in the 2021 Annual Report on Form 10-K, we have concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.


 

Management’s Remediation Measures

 

Management is committed to maintaining a strong internal control environment. In response to the identified material weaknessweaknesses in the overall control environment, management, with the oversight of the Audit Committee of the Board of Directors, has taken actions toward the remediation of the respective material weakness in internal control over financial reporting as outlined below.

 

Added additional positions including Chief Accounting Officer (“CAO”), Executive Director of Financial Reporting, Assistant Controller, Director of Shared Services, Northeast Controller, and Tax Director, and Assistant Corporate and Regional Controllers, among others, to provide enhanced oversight and technical experience in certain areas important to financial reporting.
Engaged third party experts to assist management in assessing current processes and designing improved processes and controls for the consolidated Company.
Added a Chief Technology Officer (“CTO)CTO”) to enhance the information technology environment including automation of processes and controls and finalization of an ongoing SAP implementation.
Reviewed business processes surrounding leases, acquisitions, and other complex financial reporting areas to identify and implement enhanced procedures related to internal controls.
Additional program change management controls over information technology systems implemented and are in the process of adding additional access and segregation of duties controls over financial relevant systems.

 

Initial remediation efforts haveWhile significant progress has been executed by the CAO, Director of Financial Reporting, and Assistant Controller with the implementation of control enhancements over internal controls over financial reporting.

These enhancements are targeted at strengthening the Company’smade to enhance our internal control over financial reporting, and remediating the material weakness. We remain committed to an effective internal control environment and management believes that these actions and the improvements management expects to achieve as a result, will effectively remediate the material weakness. However, the material weaknesses in the Company’s internal control over financial reporting will not be considered remediated until the controls operate for a sufficient period of time and management has concluded, through testing that these controls operate effectively. As of the date of filing this Form 10-Q, management iswe are still in the process of testingbuilding and evaluating these additional controlsenhancing our processes, procedures, and controls. Additional time is required to determine whether they are operating effectively.complete the remediation of the material

b.

44


weaknesses and the assessment to ensure the sustainability of these remediation actions. We believe the above actions as well as those being implemented currently, when complete, will be effective in the remediation of the material weaknesses described above.

Changes in Internal ControlControls Over Financial Reporting

 

Except for the material weakness and the remediation efforts described above,There have been no other changechanges in our internal controlcontrols over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter under review, three months ended March 31, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Management believes these actions will help remediate internal control deficiencies related to the Company’s financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act).

PART II - OTHER INFORMATION

Cautionary Note Regarding Forward-Looking Statements

 

36This Quarterly Report on Form 10-Q contains forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Any statements contained in this Quarterly Report on Form 10-Q that are not statements of historical facts may be deemed to be forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, results of operations and future growth prospects. The forward-looking statements contained herein are based on certain key expectations and assumptions, including, but not limited to, with respect to expectations and assumptions concerning receipt and/or maintenance of required licenses and third party consents and the success of our operations, are based on estimates prepared by us using data from publicly available governmental sources, as well as from market research and industry analysis, and on assumptions based on data and knowledge of this industry that we believe to be reasonable. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this Quarterly Report on Form 10-Q may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” and discussed elsewhere in this Quarterly Report on Form 10-Q and in “Part I, Item 1A – Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this Quarterly Report on Form 10-Q. These factors and risks include, among other things, the following:

Risks Related to Our Business and Industry

the illegality of cannabis under federal law;
the uncertainty regarding the regulation of cannabis in the U.S.;
the effect of constraints on marketing our products;
the risks related to the newness of the cannabis industry;
the effect of risks due to industry immaturity;
the risk we may not be able to grow our product offerings and dispensary services;
the effect of risks related to material acquisitions, investments, dispositions and other strategic transactions;
the effect of risks related to growth management;
the effect of restricted access to banking and other financial services by cannabis businesses and their clients;
our ability to comply with potential future FDA regulations;
the effect of restrictions under U.S. border entry laws;
the effect of heightened scrutiny that we may face in the U.S. and Canada and the effect it could have to further limit the market of our securities for holders in the U.S.;

45


 

our expectation that we will incur significant ongoing costs and obligations related to our infrastructure, growth, regulatory compliance and operations;
the effect of a limited market for our securities for holders in the U.S.;
the effect of outbreaks of pandemic diseases, fear of such outbreaks or economic disturbances due to such outbreaks, particularly the impact of the COVID-19 pandemic;
our ability to locate and obtain the rights to operate at preferred locations;
the effect of unfavorable tax treatment for cannabis businesses;
the effect of taxation on our business in the U.S. and Canada;
the effect of the lack of bankruptcy protections for cannabis businesses;
the effect of risks related to being a holding company;
our ability to enforce our contracts;
the effect of intense competition in the cannabis industry;
our ability to obtain cannabis licenses or to maintain such licenses;
the risks our subsidiaries may not be able to obtain their required licenses;
our ability to accurately forecast operating results and plan our operations;
the effect of agricultural and environmental risks;
our ability to adequately protect our intellectual property;
the effect of risks of civil asset forfeiture of our property;
the effect of risks related to ineffective internal controls over financial reporting;
the effect of risks related to a known material weakness in our internal control over financial reporting;
our dependency on key personnel;
the risks of a greater likelihood of an IRS audit of cannabis-related businesses;
the effect of product liability claims;
the effect of unfavorable publicity or consumer perception;
the effect of product recalls;
potential criminal prosecution or civil liabilities under RICO;
the effect of security risks related to our products and our information technology systems;
the effect of risks related to misconduct by our service providers and business partners;
the effect of risks related to labor union activity;
the effect of risks related to our products;
the effect of risks related to our significant indebtedness;
our ability to obtain adequate insurance coverage;
the effect of risks related to key utility services on which we rely;

PART II—OTHER INFORMATION

Risks Related to Owning Subordinate Voting Shares

the possibility of no positive return on our securities;
the effect of additional issuances of our securities in the future;
the effect of sales of substantial amounts of our shares in the public market;
volatility of the market price and liquidity risks on our shares;

46


the lack of sufficient liquidity in the markets for our shares;

Risks Related to Being a Public Company

the increased costs as a result of being a U.S. reporting company;
the effect of being an “emerging growth company.”


Item 1. Legal Proceedings.

Except as set forth below, there

There are no actual or to our knowledge contemplated legal proceedings material to us or to which any of our or any of our subsidiaries’ property is the subject matter.

On December 30, 2019, a securities class-action complaint, David McNear v. Trulieve Cannabis Corp. et al., Case No. 1:19-cv-07289, was filed against us in the United States District Court for the Eastern District of New York. On February 12, 2020, a second securities class-action complaint, Monica Acerra v. Trulieve Cannabis Corp. et al., Case No. 1:20-cv-00775, which is substantially similar to the complaint filed on December 30, 2019, was filed against us in the United States District Court for the Eastern District of New York. Both complaints name Trulieve, Kim Rivers, and Mohan Srinivasan as defendants for allegedly making materially false and misleading statements regarding our previously reported financial statements and public statements about our business, operations, and prospects. The complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder. The complaints sought unspecified damages, costs, attorneys’ fees, and equitable relief. On March 20, 2020, the Court consolidated the two related actions under In re Trulieve Cannabis Corp. Securities Litigation, No. 1:19-cv-07289, and appointed William Kurek, John Colomara, David McNear, and Monica Acerra as Lead Plaintiffs. The Company believes that the suit is immaterial and that the claims are without merit and intends to vigorously defend against them.

Item 1A. Risk Factors.

Investing in our Subordinate Voting Shares involves a high degree of risk. Our Annual Report on Form 10-K for the year ended December 31, 20202021 includes a detailed discussion of our risk factors under the heading “Part I, Item 1A—Risk Factors.” Except as set forth below, thereThere have been no material changes from such risk factors during the quarter ended September 30, 2021.March 31, 2022. You should consider carefully the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 20202021 and all other information contained in or incorporated by reference in this Quarterly Report on Form 10-Q before making an investment decision. If any of the risks discussed in the Annual Report on Form 10-K for the year ended December 31, 2020 or herein2021 actually occur, they may materially harm our business, financial condition, operating results, cash flows or growth prospects. As a result, the market price of our Subordinate Voting Shares could decline, and you could lose all or part of your investment. Additional risks and uncertainties that are not yet identified or that we think are immaterial may also materially harm our business, financial condition, operating results, cash flows or growth prospects and could result in a complete loss of your investment.

 

We have identified a material weakness in our internal control over financial reporting, and our management has concluded that our disclosure controls and procedures are not effective. While we are working to remediate any material weakness or significant deficiencies in our internal controls over financial reporting, we cannot assure you that additional material weaknesses or significant deficiencies will not occur in the future. If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results or prevent fraud, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

We have historically had a small internal accounting and finance staff. This lack of adequate accounting resources has resulted in the identification of a material weakness in our internal controls over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

As disclosed in this Form 10-Q for the quarter ended September 30, 2021, our management team identified errors in the accounting for leases and asset acquisitions. Management reviewed these errors identifying the root cause due to the control environment component of internal control as the Company did not maintain a sufficient complement of personnel with the appropriate level of knowledge, experience, and training in certain areas important to financial reporting. During 2021, even though a material misstatement was not identified in the Company’s financial statements, it was determined that there was a reasonable possibility that a material misstatement in the Company’s financial statements would not have been prevented or detected on a timely basis.

We have taken actions toward the remediation of the material weakness in our internal control over financial reporting including: adding additional positions including Chief Accounting Officer, Director of Financial Reporting, Assistant Controller, Director of Shared Services, Northeast Controller, and Tax Director to provide enhanced oversight and technical experience in certain areas important to financial reporting; engaging third party experts to assist management in assessing current processes and designing improved processes and controls for the consolidated Company; adding a Chief Technology Officer to enhance the information technology environment

37


including automation of processes and controls and finalization of an ongoing SAP implementation; and reviewing business processes surrounding leases, acquisitions, and other complex financial reporting areas to identify and being the implementation of enhanced procedures related to internal controls. Nonetheless, the material weaknesses in the Company’s internal control over financial reporting will not be considered remediated until the controls operate for a sufficient period of time and management has concluded, through testing that these controls operate effectively. As of the date of this quarterly report, management is in the process of testing and evaluating these additional controls to determine whether they are operating effectively. We plan to continue to take additional steps to remediate the material weakness and improve our financial reporting systems and implement new policies, procedures and controls. If we do not successfully remediate the material weakness described above, or if other material weaknesses or other deficiencies arise in the future, we may be unable to accurately report our financial results, which could cause our financial results to be materially misstated and require restatement.

Trulieve and Harvest may not integrate successfully.

Trulieve and Harvest intend to integrate their operations. However, operational and strategic decisions and staffing decisions are ongoing. The closing of the acquisition presents challenges to management, including the integration of management structures, operations, information technology and accounting systems and personnel of the two companies, and special risks, including possible unanticipated liabilities, unanticipated costs, diversion of management’s attention and the loss of key employees or customers. The ability to realize the benefits of the Harvest acquisition may depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on Trulieve’s ability to realize the anticipated growth opportunities and synergies, efficiencies and cost savings from integrating Trulieve’s and Harvest’s businesses. The performance of the combined company could be adversely affected if the combined company cannot retain key employees to assist in the ongoing operations. As a result of these factors, it is possible that the cost reductions and synergies expected will not be realized. The difficulties that management encounters in the transition and integration processes could have an adverse effect on the revenues, level of expenses and operating results of the combined company. The amount and timing of the synergies the parties hope to realize may not occur as planned. As a result of these factors, it is possible that any anticipated benefits from the Harvest acquisition will not be realized.

Other than publicly-available information, Trulieve has relied on information made available by Harvest.

Other than publicly-available information, all historical information relating to Harvest in our public filings to date has been provided in exclusive reliance on the information made available by Harvest and its representatives. Although Trulieve has no reason to doubt the accuracy or completeness of the information provided by Harvest, any inaccuracy or omission in such information contained in our public filings could result in unanticipated liabilities or expenses, increase the cost of integrating Harvest into Trulieve’s existing business or adversely affect the operational plans of Trulieve and its result of operations and financial condition and may negatively affect the price of Trulieve’ Subordinate Voting Shares.

Disparate state-by-state regulatory landscapes and the constraints related to holding cannabis licenses in various states results in operational and legal structures for realizing the benefit from cannabis licenses that could result in materially detrimental consequences to us.

We realize, and will continue to realize, the benefits from cannabis licenses pursuant to a number of different structures, depending on the regulatory requirements from state-to-state, including, following the Harvest acquisition, realizing the economic benefit of cannabis licenses through management agreements and other commercial arrangements. Such agreements are often required to comply with applicable laws and regulations or are in response to perceived risks that we determine warrant such arrangements.

The foregoing structures present various risks to us and our subsidiaries including, but not limited to, the following risks, each of which could have a material adverse effect on our business, financial condition and results of operations:

A governmental body or regulatory entity may determine that these structures are in violation of a legal or regulatory requirement or change such legal or regulatory requirements such that a commercial arrangement or management agreement structure violates such requirements (where it had not in the past). We will not be able to provide any assurance that a license application submitted by a third party will be accepted, especially if the management and operation of the license is dependent on a commercial arrangement or management agreement structure.
There could be a material and adverse impact on the revenue stream we intend to receive from or on account of cannabis licenses (as we will not be the license holder, and therefore any economic benefit is received pursuant to a contractual arrangement). If a commercial arrangement or management agreement is terminated, we will no longer receive any economic benefit from the applicable dispensary and/or cultivation license.

38


These structures could potentially result in the funds invested by us being used for unintended purposes, such as to fund litigation.
If a management agreement or commercial arrangement structure is in place, we will not be the license holder of the applicable state-issued cannabis license, and therefore, only have contractual rights in respect of any interest in any such license. If the license holder fails to adhere to its contractual agreement with us, or if the license holder makes, or omits to make, decisions in respect of the license that we disagree with, we will only have contractual recourse and will not have recourse to any regulatory authority.
The license holder may renege on its obligation to pay fees and other compensation pursuant to a commercial arrangement or management agreement or violate other provisions of these agreements.
The license holder’s acts or omissions may violate the requirements applicable to it pursuant to the applicable dispensary and/or cultivation license, thus jeopardizing the status and economic value of the license holder (and, by extension, of our business).
In the case of a management agreement, the license holder may terminate the agreement if any loan owing to us is paid back in full and the license holder is able to pay a break fee.
In the case of a commercial arrangement, the license holder is a generally an employee or officer of Harvest or one of its subsidiaries (or an affiliate or associate of such individual or individuals); however, in a typical management agreement structure, the license is owned by a party or parties unrelated to Harvest or any of its subsidiaries.
The license holder may attempt to terminate the commercial arrangement or management agreement in violation of its express terms.

In any or all of the above situations, it would be difficult and expensive for us to protect our rights through litigation, arbitration, or similar proceedings.

We operate in a highly regulated sector and may not always succeed in complying fully with applicable regulatory requirements in all jurisdictions where we carry on business including the jurisdictions in which Harvest, our newly acquired subsidiary, does business.

Our business and activities are heavily regulated in all jurisdictions where we carry on business. Our operations are subject to various laws, regulations and guidelines by state and local governmental authorities relating to the manufacture, marketing, management, transportation, storage, sale, pricing and disposal of cannabis and cannabis oil, and also including laws and regulations relating to health and safety, insurance coverage, the conduct of operations and the protection of the environment. Laws and regulations, applied generally, grant government agencies and self-regulatory bodies broad administrative discretion over our activities, including the power to limit or restrict business activities as well as impose additional disclosure requirements on our products and services. Achievement of our business objectives is contingent, in part, upon compliance with regulatory requirements enacted by these governmental authorities and obtaining all necessary regulatory approvals for the manufacture, production, storage, transportation, sale, import and export, as applicable, of our products. The commercial cannabis industry is still a new industry at the state and local level. The effect of relevant governmental authorities’ administration, application and enforcement of their respective regulatory regimes and delays in obtaining, or failure to obtain, applicable regulatory approvals which may be required may significantly delay or impact the development of markets, products and sales initiatives and could have a material adverse effect on our business, prospects, revenue, results of operation and financial condition.

While we endeavor to comply with all relevant laws, regulations and guidelines and, to our knowledge, we are in compliance or are in the process of being assessed for compliance with all such laws, regulations and guidelines, any failure to comply with the regulatory requirements applicable to our operations may lead to possible sanctions including the revocation or imposition of additional conditions on licenses to operate our business; the suspension or expulsion from a particular market or jurisdiction or of our key personnel; the imposition of additional or more stringent inspection, testing and reporting requirements; and the imposition of fines and censures. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increase compliance costs or give rise to material liabilities and/or revocation of our licenses and other permits, which could have a material adverse effect on our business, results of operations and financial condition. Furthermore, governmental authorities may change their administration, application or enforcement procedures at any time, which may adversely impact our ongoing costs relating to regulatory compliance.

We may be subject to constraints on and differences in marketing our products under varying state laws, including the laws of the states in which Harvest, our recently acquired subsidiary operates.

39


There may be restrictions on sales and marketing activities imposed by government regulatory bodies that could hinder the development of our business and operating results. Restrictions may include regulations that specify what, where and to whom product information and descriptions may appear and/or be advertised. Marketing, advertising, packaging and labeling regulations also vary from state to state, potentially limiting the consistency and scale of consumer branding communication and product education efforts. The regulatory environment in the U.S. limits our ability to compete for market share in a manner similar to other industries. If we are unable to effectively market our products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for our products, our sales and operating results could be adversely affected.

Our subsidiaries, including Harvest, may not be able to obtain or maintain necessary permits and authorizations.

Our subsidiaries may not be able to obtain or maintain the necessary licenses, permits, certificates, authorizations or accreditations to operate their respective businesses, or may only be able to do so at great cost. In addition, our subsidiaries may not be able to comply fully with the wide variety of laws and regulations applicable to the cannabis industry. Failure to comply with or to obtain the necessary licenses, permits, certificates, authorizations or accreditations could result in restrictions on a subsidiary’s ability to operate in the cannabis industry, which could have a material adverse effect on our business, financial condition or results of operations.

We face exposure to fraudulent or illegal activity by employees, contractors, consultants and agents, including the employees, contractors, consultants and agents of Harvest, our recently acquired subsidiary, which may subject us to investigations and actions.

We will be exposed to the risk that any of their employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violates, (i) government regulations, (ii) manufacturing standards, (iii) federal and provincial healthcare fraud and abuse laws and regulations, or (iv) laws that require the true, complete and accurate reporting of financial information or data. It may not always be possible for us to identify and deter misconduct by our employees and other third parties, and the precautions taken by us to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. We cannot provide assurance that our internal controls and compliance systems will protect us from acts committed by our employees, agents or business partners in violation of U.S. federal or state or local laws. If any such actions are instituted against us, and we are not successful in defending or asserting our rights, those actions could have a material impact on our business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations, any of which could have a material adverse effect on our business, financial condition or results of operations.

We may encounter increasingly strict environmental regulation in connection with our operations and the associated permitting, which may increase the expenses for cannabis production or subject us to enforcement actions by regulatory authorities.

Our operations are subject to environmental regulation in the various jurisdictions in which they operate. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not have a material adverse effect on our business, financial condition or results of operations.

Government approvals and permits are currently, and may in the future be, required in connection with our operations. To the extent such approvals are required and not obtained, we may be curtailed or prohibited from our proposed production of cannabis or from proceeding with the development of our operations as currently proposed.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. The subsidiaries may be required to compensate those suffering loss or damage by reason of their operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing the production of cannabis, or more stringent implementation thereof, could cause increases in expenses, capital expenditures or production costs or reduction in levels of production or require abandonment or delays in development, and could have a material adverse effect on our business, financial condition or results of operations.

40


We may be required to disclose personal information to government or regulatory entities in the jurisdictions in which we do business, including the government and regulatory agencies in the jurisdictions in which Harvest, our recently acquired subsidiary, does business.

We own, manage, or provide services to various U.S. state licensed cannabis operations. Acquiring even a minimal and/or indirect interest in a U.S. state-licensed cannabis business can trigger requirements to disclose investors’ personal information. While these requirements vary by jurisdiction, some require interest holders to apply for regulatory approval and to provide tax returns, compensation agreements, fingerprints for background checks, criminal history records and other documents and information. Some states require disclosures of directors, officers and holders of more than a certain percentage of equity of the applicant. While certain states include exceptions for investments in publicly traded entities, not all states do so, and some such exceptions are confined to companies traded on a U.S. securities exchange. If these regulations were to extend to us, investors would be required to comply with such regulations, or face the possibility that the relevant cannabis license could be revoked or cancelled by the state licensing authority.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

 

4147


 

Item 6. Exhibits.

Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).

 

Exhibit

Number

 

Description

 

 

 

 3.14.1

ArticlesTrust Indenture, dated as of June 18, 2019, between Trulieve Cannabis Corp., as amended and Odyssey Trust Company (incorporated by reference to Exhibit 3.14.7 to the Company’s Registration Statement on Form S-1 (File No. 333-252052) filed with the SEC on January 12, 2021))

 4.14.2

 

Supplemental Trust Indenture, dated as of October 6, 2021, by and between Trulieve Cannabis Corp. and Odyssey Trust Company (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 000-56248) filed with the SEC on October 8, 2021)

10.1

Restricted Share Unit Award Agreement dated as of September 15, 2021 by and between Trulieve Cannabis Corp. and Kim Rivers (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 000-56248) filed with the SEC on September 17, 2021)

10.2

Restricted Share Unit Award Agreement dated as of September 15, 2021 by and between Trulieve Cannabis Corp. and Jason Pernell (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 000-56248) filed with the SEC on September 17, 2021)

10.3

Executive Employment Agreement dated September 29, 2021 by and between Trulieve Cannabis Corp. and Kim Rivers (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 000-56248) filed with the SEC on September 30, 2021)

10.4

Executive Employment Agreement dated September 29, 2021 by and between Trulieve Cannabis Corp. and Alex D’Amico (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 000-56248) filed with the SEC on September 30, 2021))

10.54.3

 

Executive Employment Agreement dated September 29, 2021 by and between Trulieve Cannabis Corp. and Eric Powers (incorporated by reference toForm of 2026 Note (included in Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 000-56248) filed with the SEC on September 30, 2021)4.2)

10.6

Executive Employment Agreement dated September 29, 2021 by and between Trulieve Cannabis Corp. and Rebecca Young (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 000-56248) filed with the SEC on September 30, 2021)

31.1*31.1 *

 

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002

31.2 *

 

31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002

32.1 *

 

32.1*

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002

 

 

 

101.INS*101.INS

 

Inline XBRL Instance Document

101.SCH*101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL*101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

42

48


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

TRULIEVE CANNABIS CORP.

 

 

 

 

Date: November 15, 2021May 12, 2022

 

By:

/s/ Kim Rivers

 

 

 

Kim Rivers

 

 

 

Chief Executive Officer

 

 

 

 (Principal Executive Officer)

 

 

 

 

Date: November 15, 2021May 12, 2022

 

By:

/s/ Alex D’Amico

 

 

 

Alex D’Amico

 

 

 

Chief Financial Officer

 

 

 

(Principal Financial Officer)

 

 

 

 

Date: November 15, 2021May 12, 2022

 

By:

/s/ Rebecca Young

 

 

 

Rebecca Young

Chief Accounting Officer

 

 

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4349