Acquisitions | ACQUISITIONS (a) Purplemed In 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 the by associated liabilities based on the information that was available at the date of the acquisition, which is included in the net assets acquired. 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 ) Lease liabilities ( 226 ) Total net assets acquired $ 15,012 The acquired intangible assets include a dispensary license which is treated as a definite-lived intangible asset amortized over a 15 -year useful life. (b) 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. These costs were expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations and comprehensive income for the year ended December 31, 2021. 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 consist 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. 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 receivable for the sale proceeds was deemed acquired and recorded. 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, 2019 and PurePenn, LLC, Pioneer Leasing & Consulting, LLC and Keystone Relief Centers, LLC as if the acquisitions had occurred on January 1, 2020. PurePenn, LLC, Pioneer Leasing & Consulting, LLC and Keystone Relief Centers, LLC are not included for the year ended December 31, 2019 as the appropriate historical information was not available, making it impractical. 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 transaction been consummated as of that time nor does it purport to be indicative of future financial operating results. Proforma net revenues for the year ended December 31, 2021, 2020, and 2019 are $ 1,232 million, $ 833.6 million, and $ 380.3 million, respectively. Proforma net loss and comprehensive loss attributable to common shareholders for the years ended December 31, 2021, 2020, and 2019 are $ 8.0 million, $ 21.1 million, and $ 135.9 million, respectively. Unaudited pro forma net income reflects the adjustment of sales between the two companies, and adjustments for alignment of significant differences in accounting principles and elections. The consolidated statements of operations and comprehensive income includes revenue of $ 115.2 million and a net loss attributable to common shareholders of $ 50.7 million related to acquired operations for the year ended December 31, 2021. (c) 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 Pennsylvania. No liability was recorded for this contingent consideration, as it was not estimated to be probable at the time of acquisition nor as of December 31, 2021. 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. In the fourth quarter of 2021, the Company recorded an adjustment reducing the deferred tax liability and goodwill by $ 0.4 million as a result of the change in accounting principle noted in Note 2. Basis of Presentation . 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 $ 20,251 Shares issued upon acquisition 35,385 Fair value of consideration exchanged $ 55,636 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 500 Prepaid expenses and other current assets 240 Inventories 1,766 Property and equipment 1,144 Right of use asset - finance 1,340 Intangible assets: Dispensary license 27,000 Tradename 100 Favorable leasehold interests 86 Goodwill 39,703 Other assets 40 Accounts payable and accrued liabilities ( 878 ) Income tax payable ( 2,892 ) Operating lease liabilities ( 1,340 ) Other long-term liabilities ( 2,179 ) Deferred tax liabilities ( 8,994 ) Total net assets acquired $ 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. (d) 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 million and less than $ 0.1 million in transaction costs. In the fourth quarter of 2021, the Company recorded an adjustment reducing the deferred tax liability and associated intangible asset by $ 4.4 million as a result of the change in accounting principle noted in Note 2. Basis of Presentation . 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 asset 15,274 Accounts payable and accrued liabilities ( 335 ) Finance lease liabilities ( 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. (e) Patient Centric of Martha’s Vineyard Ltd. 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 exchange 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. In the fourth quarter of 2021, the Company recorded an adjustment reducing the deferred tax liability and associated intangible asset by $ 2.7 million as a result of the change in accounting principle noted in Note 2. Basis of Presentation . (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 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) 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 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 equity 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 of $ 0.8 million consisting of $ 0.2 million in cash, 11,658 in Trulieve Shares with an updated 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 $ 0.8 million, which are treated as definite-lived intangible assets amortized over a 15-year useful life. In the fourth quarter of 2021, the Company recorded an adjustment reducing the deferred tax liability and associated intangible asset by $ 0.2 million as a result of the change in accounting principle noted in Note 2. Basis of Presentation . (g) 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 equity 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 of $ 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 $ 5.5 million of acquired assets which are treated as definite-lived intangible assets and amortized over a 15-year useful life. In the fourth quarter of 2021, the Company recorded an adjustment reducing the deferred tax liability and associated intangible asset by $ 1.5 million as a result of the change in accounting principle noted in Note 2. Basis of Presentation . (h) 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 including bonuses of up to 2,904,648 Trulieve Shares based on the achievement of certain agreed upon EBITDA milestones. The earn-out period is through the end of 2021. As of December 31, 2021, the milestones for the earn-out had been achieved and the full share amount was earned. The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations. As of December 31, 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 costs of goods sold, 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. In the fourth quarter of 2021, the Company recorded an adjustment reducing the deferred tax liability and goodwill by $ 0.9 million as a result of the change in accounting principle noted in Note 2. Basis of Presentation . 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 $ 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 26,233 Intangible assets: State license 45,310 Tradenames 3,540 Goodwill 45,431 Other assets 478 Accounts payable and accrued liabilities ( 2,189 ) Construction finance liabilities ( 17,413 ) Deferred tax liabilities ( 15,428 ) Total net assets acquired $ 95,662 The acquired intangible assets represent include a dispensary license that is treated as a definite-lived intangible asset amortized over a 15-year useful life and two tradenames amortized over a two and three year useful life. (i) 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”). The purpose of this acquisition was to acquire the licenses to operate three 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 EBITDA milestones. The earn-out period is through the end of 2021. As of December 31, 2021, the milestones for the earn-out had been achieved and the full share amount was earned. The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations, and related operating results are included in the accompanying consolidated statements of operations and comprehensive income, changes in shareholders’ equity, and statement of cash flows for periods of subsequent to the acquisition date. Total transaction costs related to the acquisition were approximately $ 0.9 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 costs of goods sold, therefore goodwill is not deductible. In the fourth quarter of 2021, the Company recorded an adjustment reducing the deferred tax liability and goodwill by $ 7.2 million as a result of the change in accounting principle noted in Note 2. Basis of Presentation . 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 $ 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 2,245 Right of use assets - operating 2,156 Intangible assets: Dispensary license 19,890 Tradename 930 Goodwill 10,828 Accounts payable and accrued liabilities ( 790 ) Lease liabilities ( 2,156 ) Total net assets acquired $ 36,877 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 which was fully amortized in the period of acquisition due to useful life and materiality considerations. |