Acquisitions | NOTE 4. ACQUISITIONS (a) Greenhouse Wellness WV Dispensaries, LLC On April 26, 2022, the Company acquired 100 % of the membership interests of Greenhouse Wellness WV Dispensaries, LLC (“Greenhouse WV”) the holder of a West Virginia dispensary permit and a lease for a not yet operating dispensary location. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determining Greenhouse WV did not meet the definition of a business as Greenhouse WV did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the transaction 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 $ 0.3 million consisting of cash. 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 $ 281 Fair value of consideration exchanged $ 281 Recognized amounts of identifiable assets acquired and liabilities assumed: Right of use asset - operating $ 170 Intangible asset 270 Favorable lease interest 11 Operating lease liabilities ( 170 ) Total net assets acquired $ 281 The acquired intangible assets includes a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year useful life and a favorable lease interest which was fully amortized in the period of acquisition due to useful life and materiality considerations. (b) CP4 Group, LLC 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 earnouts are based on the completion of certain milestones and contingent on the continued employment of the key employee shareholders ("Key Employees") of Watkins. As the earnouts are contingent on the continued employment of the Key Employees, the $ 22.5 million is compensation for post-combination services. The Company will accrue the compensation cost for each earnout as it 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 September 30, 2022, recording an accrual of $ 12.6 million in contingencies in the condensed consolidated balance sheets. During the three months ended September 30, 2022 the Company recorded $ 5.3 million of expense related to potential earnouts. During the nine months ended September 30, 2022, the Company expensed $ 12.6 million related to potential earnouts. This is recorded in sales and marketing expenses in the condensed consolidated statements of operations and comprehensive (loss) income. No liability was recorded for the fourth earnout as it was concluded to be reasonably possible but not probable as of September 30, 2022. The earnouts are evaluated on a quarterly basis. The Company incurred $ 0.2 million of transaction costs related to the acquisition of Watkins. These costs were expensed as incurred and included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive (loss) income for the quarter ended March 31, 2022. No additional transaction costs have been incurred. 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 identifiable 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 consists 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 (c) 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. 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. (d) 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 VIEs in exchange for Subordinate Voting Shares of the Company (the “Harvest Transaction”). Harvest was one of the largest multi-state vertically integrated operators in the cannabis industry in the United States operating from “seed to sale." Harvest operated facilities or provided services to cannabis dispensaries in Arizona, California, Colorado, Florida, Maryland, Nevada, and Pennsylvania, with two provisional licenses in Massachusetts. In addition, Harvest owned CO2 extraction, distillation, purification, and manufacturing technology used to produce a line of cannabis topicals, vapes, and gems featuring cannabinoids. 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 Harvest Transaction. The Compa ny incurred $ 13.0 million in transaction costs related to the acquisition of Harvest as of December 31, 2021. No additional transaction costs have been incurred. The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (ASC) 805, Business Combinations. Goodwill represents the premium the Company paid over the fair value of the net identifiable 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 $ 663.7 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. 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 $ ( 3,734 ) Goodwill 663,675 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 was $ 6.2 million. There was consideration in the form of 1,011,095 warrants ( 1,009,416 equity classified Subordinate Voting Share warrants and 1,679 liability classified Multiple Voting Share 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 was $ 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 Subordinate Voting Share, with a pre-combination fair value of $ 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 Harvest Transaction. Therefore, a $ 55.0 million receivable for the sale proceeds was acquired. The funds were received subsequent to the closing of the Harvest Transaction on October 1, 2021. During the third quarter of 2022, the Company finalized the accounting for non-controlling interests, on the acquired entities, which resulted in a measurement period adjustment increasing non-controlling interests and goodwill by $ 1.6 million. 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 three-and-nine months ending September 30, 2021 are $ 315.9 million and $ 926.9 million, respectively. Proforma net income and comprehensive income attributable to common shareholders for the three-and-nine months ending September 30, 2021 are $ 9.6 million and $ 24.9 million, respectively. Unaudited pro forma net income reflects the elimination of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections. (e) Keystone Shops 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 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 September 30, 2022. The acquisition was accounted for as a business combination in accordance with 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. 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 Inventories 1,766 Prepaid expenses and other current assets 240 Property and equipment 1,144 Right of use asset - finance 1,340 Intangible assets Dispensary license 27,000 Tradename 100 Favorable leasehold interests, net 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 liability ( 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. (f) 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. 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. (g) 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 exchanged 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. 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: 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. (h) 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. Total consideration was $ 0.8 million consisting of $ 0.2 million in cash, 11,658 in Trulieve Shares with a 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. (i) 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. Total consideration was $ 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. |