Trulieve Cannabis (TCNNF) 8-K/A Index to Consolidated Financial Statements

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF TRULIEVE AND HARVEST

On October 1, 2021, Trulieve Cannabis Corp. (“Trulieve”) completed its acquisition of Harvest Health & Recreation Inc. (“Harvest”) pursuant to an Arrangement Agreement, dated May 10, 2021 (the “Arrangement”). Pursuant to the terms of the Arrangement, holders of Harvest shares received 0.1170 of a Subordinate Voting Share of Trulieve for each subordinate voting share of Harvest held. In total, Trulieve issued an aggregate of 50,874,175 Trulieve Shares, representing approximately a value of $1.4 billion, in connection with the exchange for all of the issued and outstanding Harvest shares.

The following unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) are based on the historical consolidated financial statements of Trulieve and Harvest, as adjusted to give effect to the Arrangement which closed on October 1, 2021. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 (the “pro forma balance sheet”) gives effect to the Arrangement as if it had occurred on September 30, 2021. The unaudited pro forma condensed statement of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020 (the “pro forma statements of operations”) give effect to the Arrangement as if it had occurred on January 1, 2020.

The unaudited proforma condensed combined financial information should be read in conjunction with “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and related notes of Trulieve and Harvest. The results of Harvest as of September 30, 2021 have not been reviewed by an independent registered public accountant.

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X. The pro forma adjustments are based on available information and assumptions that we believe are reasonable. Included in the pro forma condensed combined financial information is an estimate of the consideration exchanged for Harvest which is based on known information and preliminary estimates of fair value for certain equity instruments. While this is our best estimate at this time, the valuation of these amounts is still in progress and subject to change. All estimates and assumptions included in these pro forma statements could change significantly as we finalize our assessment of the allocation and fair value of the net tangible and intangible assets we acquired, most of which are dependent on the completion of valuations being performed by independent valuation specialists and expected to change significantly as these valuations are completed and recorded. The unaudited pro forma combined financial information does not include adjustments to reflect any synergies or dis-synergies, any future operating efficiencies, associated costs savings or any possible integration costs that may occur related to the Arrangement. Actual results may be materially different than the pro forma information presented herein.

The pro forma financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Arrangement occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial condition and results of operations of the combined company may differ significantly from the pro forma amounts reflected herein due to a variety of factors, including differences in accounting policies, elections, and estimates, which while accounted for to the extent known, are still in process of being determined.

Unaudited Pro Forma Condensed Combined Balance Sheet

September 30, 2021

(in thousands of United States dollars)

	Trulieve		Harvest			Adjustments			Notes	Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	213,574	$	86,561		$	—			$	300,135
Restricted cash		—		3,000			—				3,000
Accounts receivable, net		8,487		7,676			(2,340	)	(a)		13,823
Receivable for license sale		—		—			55,000		(b)		55,000
Notes receivable, current portion		—		9,506			—				9,506
Inventories, net		133,874		58,690			(2,840	)	(a)		189,724
Income tax receivable		3,978		—			(3,978	)	(c)		—
Prepaid expenses and other current assets		25,791		14,532			—				40,323
Total current assets		385,704		179,965			45,842				611,511
Notes receivable		—		22,131			—				22,131
Property and equipment, net		501,109		172,837			—				673,946
Right of use asset—operating, net		45,753		116,494			—				162,247
Right of use asset—finance, net		58,393		—			—				58,393
Corporate investments		—		41,271			—				41,271
Goodwill and intangible assets, net		273,003		384,431			950,548		(a)(b)(d)(e)(f)(g)(h)		1,607,982
Assets held for sale		—		8,544			—				8,544
Other assets		12,077		29,892			—				41,969
TOTAL ASSETS	$	1,276,039	$	955,565		$	996,390			$	3,227,994
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	62,769	$	57,505		$	7,538		(a)(b)(d)	$	127,812
Contingent liabilities		—		8,568			11,000		(h)		19,568
Income tax payable		—		16,924			(3,978	)	(c)		12,946
Deferred revenue		4,082		2,375			—				6,457
Notes payable—current portion		6,000		134,472			—				140,472
Notes payable—related party—current portion		12,000		—			—				12,000
Operating lease liability—current portion		4,264		1,895			—				6,159
Finance lease liability—current portion		5,354		—			—				5,354
Total current liabilities		94,469		221,739			14,560				330,768
Long-term liabilities:
Notes payable		—		135,580			8,355		(e)		143,935
Warrant liability		—		1,997			1,106		(g)		3,103
Operating lease liability		43,657		116,620			—				160,277
Finance lease liability		57,234		—			—				57,234
Private placement notes liability, net		119,478		—			—				119,478
Other long-term liabilities		6,438		2,282			—				8,720
Construction finance liability		92,021		16,011			—				108,032
Deferred tax liability		40,099		53,082			—				93,181
TOTAL LIABILITIES	$	453,396	$	547,311		$	24,021			$	1,024,728
Commitments and contingencies
Common stock, no par value		—		—			—				—
Additional paid-in-capital		613,379		769,354			611,241		(f)(g)		1,993,974
Accumulated earnings		209,264		(361,128	)		361,128		(f)		209,264
Total shareholders’ equity attributed to entity		822,643		408,226			972,369				2,203,238
Non-controlling interest		—		28			—				28
TOTAL SHAREHOLDERS’ EQUITY		822,643		408,254			972,369				2,203,266
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,276,039	$	955,565		$	996,390			$	3,227,994

Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income

For the nine months ended September 30, 2021

(in thousands of United States dollars)

	Trulieve			Harvest			Adjustments			Notes	Pro Forma Combined
Revenues, net of discounts	$	633,037		$	287,864		$	(7,710	)	(i)(j)	$	913,191
Cost of goods sold		199,345			142,161			9,171		(i)(j)		350,677
Gross profit		433,692			145,703			(16,881	)			562,514
Expenses:
Sales and marketing		142,858			3,270			45,917		(j)		192,045
General and administrative		55,869			113,680			(58,060	)	(j)		111,489
Depreciation and amortization		19,829			8,180			9,640		(k)		37,649
Total expenses		218,556			125,130			(2,503	)			341,183
Income from operations		215,136			20,573			(14,378	)			221,331
Other income (expense):
Interest expense, net		(20,693	)		(27,651	)		—				(48,344	)
Other (expense) income, net		385			(2,633	)		1,898		(j)		(350	)
Fair value of liability adjustment		—			(33,941	)		—				(33,941	)
Fair value of contingent consideration		—			(4,500	)		—				(4,500	)
Total other expense		(20,308	)		(68,725	)		1,898				(87,135	)
Income (loss) before provision for income taxes		194,828			(48,152	)		(12,480	)			134,196
Provision for income taxes		105,254			18,015			—				123,269
Net income (loss) from continuing operations before non-controlling interest		89,574			(66,167	)		(12,480	)			10,927
Net income (loss ) from discontinued operations, net of tax		—			(1,972	)		—				(1,972	)
Net income (loss) before non-controlling interest		89,574			(68,139	)		(12,480	)			8,955
Net income attributed to non-controlling interest		—			361			—				361
Net income (loss) and comprehensive income attributed to entity	$	89,574		$	(68,500	)	$	(12,480	)		$	8,594

Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income

For the year ended December 31, 2020

(in thousands of United States dollars)

													Pro Forma
	Trulieve			Harvest			Adjustments			Notes			Combined
Revenues, net of discounts	$	521,533		$	231,460		$	(1,563	)		(j	)	$	751,430
Cost of goods sold		135,115			129,873			12,759			(j	)		277,747
Gross profit		386,418			101,587			(14,322	)					473,683
Expenses:
Sales and marketing		119,395			4,960			47,962			(j	)		172,317
General and administrative		36,056			122,762			(60,721	)		(j	)		98,097
Depreciation and amortization		12,600			7,920			10,970			(k	)		31,490
Total expenses		168,051			135,642			(1,789	)					301,904
Income from operations		218,367			(34,055	)		(12,533	)					171,779
Other income (expense):
Interest expense, net		(20,237	)		(38,612	)		—						(58,849	)
Other (expense) income, net		(40,680	)		28,142			1,563			(j	)		(10,975	)
Fair value of liability adjustment		—			(10,125	)		—						(10,125	)
Total other expense		(60,917	)		(20,595	)		1,563						(79,949	)
Income (loss) before provision for income taxes		157,450			(54,650	)		(10,970	)					91,830
Provision for income taxes		94,451			3,650			—						98,101
Net income (loss) from continuing operations before non-controlling interest		62,999			(58,300	)		(10,970	)					(6,271	)
Net income (loss ) from discontinued operations, net of tax		—			(1,278	)		—						(1,278	)
Net income (loss) before non-controlling interest		62,999			(59,578	)		(10,970	)					(7,549	)
Net income attributed to non-controlling interest		—			52			—						52
Net income (loss) and comprehensive income attributed to entity	$	62,999		$	(59,630	)	$	(10,970	)				$	(7,601	)

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands of United States dollars, except for shares, warrants, per share amounts and per warrant amounts, unless otherwise noted)

1. Basis of Presentation

The pro forma financial statements represent the combined company’s (Trulieve and Harvest) unaudited pro forma condensed combined balance sheet as of September 30, 2021, and unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020. The pro forma financial statements are based on the historical consolidated financial statements of Trulieve and Harvest, adjusted to give effect to the Arrangement, and should be read in conjunction with the historical financial statements from which they are derived.

The pro forma financial statements are presented in United States dollars (“USD”) and prepared in accordance with U.S. GAAP.

The pro forma balance sheets give effect to the Arrangement as if it had occurred on September 30, 2021. The pro forma statements of operations give effect to the Arrangement as if it had occurred on January 1, 2020.

In preparing the unaudited pro forma condensed combined balance sheet and statements of operations in accordance with U.S. GAAP, the following historical information was used:

• Trulieve’s Quarterly Report filed on Form 10-Q for the period ended September 30, 2021;

• Trulieve’s Annual Report filed on Form 10-K for the year ended December 31, 2020; and

• Harvest’s Annual Report filed on Form 10-K for the year ended December 31, 2020.

The unaudited pro forma condensed combined balance sheet and statements of operations should be read in conjunction with the historical financial statements including the notes thereto, as listed above, which are incorporated by reference.

The pro forma financial statements have been prepared for illustrative purposes only and may not be indicative of the operating results or financial condition that would have been achieved if the Arrangement had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position for any future period or as of any future date. The actual financial position and results of operations may differ materially from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma financial statements do not reflect operational and administrative cost savings that may be achieved as a result of the Arrangement.

2. Pro forma Adjustments

Balance Sheet Adjustments

The following adjustments have been made to the pro forma combined balance sheet. These adjustments reflect only preliminary purchase accounting estimates as of September 30, 2021. Fair value assessment and valuations have not yet been completed and alignment of accounting policies is still in progress and are therefore not reflected herein.

(a) Elimination of trade activity between Trulieve and Harvest.

(b) Amounts related to the sale of Harvest’s Florida cannabis license, which was contingent upon the completion of this transaction and completed on October 1, 2021.

(c) Reclassification of Trulieve historical net tax position (receivable) with Harvest historical net tax position (payable) to reflect pro forma combined net taxes payable position.

(d) Accrual of payments contingent upon the transaction.

(e) Reclassification of Harvest historical unamortized debt discounts and issuance costs to Goodwill.

(f) Reclassification of Harvest historical equity to Goodwill.

(g) Estimate of fair value of purchase consideration. Fair value of some equity instruments exchanged is being finalized.

(h) Increase to contingent legal liability for probability of outcome based on currently available information. Contingent liabilities are still in the process of being evaluated and amounts could differ in future presentations.

Statements of Operations and Comprehensive Income Adjustments

The following adjustments have been made to the pro forma combined statements of operations and comprehensive income. These adjustments reflect only preliminary accounting policy and estimates alignment. Fair value assessment and valuations have not yet been completed and alignment of accounting policies is still in progress and are therefore not fully reflected here.

(i) Elimination of trade activity between Trulieve and Harvest.

(j) Reclassifications of Harvest historical amounts to align with Trulieve presentation of similar amounts.

(k) Harvest’s historical policy is to assign an indefinite life to intangible assets such as licenses and permits, internally developed, and trade names. Trulieve’s policy assigns a 15-year life to similar intangible assets. Adjustment estimates the amortization that would have been recorded by Harvest under Trulieve’s policy. This does not account for the adjusted fair value or use determinations that will occur in the fair value assessments that are still in process.

3. Purchase Price Allocation

Trulieve is the legal acquirer and, pursuant to the Arrangement Agreement, exchanged each outstanding Harvest common share for 0.1170 of a Trulieve common share (the “Exchange Ratio”). Estimated consideration of $1,384 million is based on Trulieve’s closing share price for the Trulieve Subordinate Voting Shares of $26.91 on September 30, 2021 (the effective share price at the time of the transaction closing), as well as the fair value of other equity arrangement such as options, restricted stock, and warrants (both liability and equity classified).

The following table summarizes the calculation of the estimated consideration (in thousands, except share and per share data):

Harvest’s Subordinate Voting Shares outstanding as of September 30, 2021		434,823,273
Exchange Ratio		0.1170
Trulieve Subordinate Voting Shares issued based on Exchange Ratio*		50,874,175
Price per Trulieve Subordinate Voting Share at Closing	$	26.91
Total fair value of exchanged Trulieve Subordinate Voting Shares	$	1,369,024
Estimated fair value of other outstanding equity instruments	$	11,571
Estimated fair value of warrants classified as liabilities	$	3,103
Total estimated consideration	$	1,383,698

* Does not recalculate exactly due to rounding on shares issued by holder.

Following is a preliminary estimate of the purchase price allocation for the transaction. There are significant items not reflected herein as they are still in process. These open items include fair value adjustments, further alignment of accounting principles, estimates and methodologies, and evaluation of contingencies. Amounts are expected to change

substantially in the final purchase price allocation. While the components of the acquired intangibles has not been fully determined it is expected to be primarily licenses to be amortized over a 15-year useful life.

Consideration:
Trulieve Subordinated Voting Shares	$	1,369,024
Estimated fair value of other outstanding equity instruments		11,571
Estimated fair value of warrants classified as liabilities		3,103
Estimated fair value of consideration exchanged	$	1,383,698
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	89,561
Accounts receivable, net		7,676
Receivable for license sale		55,000
Inventories, net		55,850
Prepaid expenses and other current assets		14,532
Notes receivable		31,637
Property and equipment, net		172,837
Right of use assets, net		116,494
Other assets		79,707
Total tangible assets		623,294
Goodwill and other intangibles		1,334,979
Total assets		1,958,273
Accounts payable and accrued liabilities		(67,383	)
Contingent liabilities		(19,568	)
Other current liabilities		(19,299	)
Notes payable		(278,407	)
Operating lease liability		(118,515	)
Other long-term liabilities		(71,375	)
Noncontrolling interest		(28	)
Total liabilities assumed		(574,575	)
Net assets acquired	$	1,383,698

4. Pro Forma Earnings Per Share – Basic and Diluted

	September 30, 2021
Pro forma earnings per Trulieve Subordinate Voting Shares – basic
Historical basic weighted average Trulieve Subordinate Voting Shares at Sept. 30, 2021		122,983,729
Historical basic weighted average Harvest Subordinate Voting Shares at Sept. 30, 2021		414,421,086
Exchange Ratio		0.1170
Incremental Trulieve Subordinate Voting Shares issued in the Arrangement		48,487,267
Pro forma combined basic weighted average Trulieve Subordinate Voting Shares		171,470,996
Pro forma combined net income from continuing operations before non-controlling interest for the nine months ended September 30, 2021	$	10,927
Pro forma combined earnings per Trulieve Pro forma Subordinate Voting Shares – basic	$	0.06

Pro forma earnings per Trulieve Subordinate Voting Shares – diluted
Historical diluted weighted average Trulieve Subordinate Voting Shares at Sept. 30, 2021		130,927,083
Historical diluted weighted average Harvest Subordinate Voting Shares at Sept. 30, 2021		424,676,958
Exchange Ratio		0.1170
Incremental Trulieve Subordinate Voting Shares issued in the Arrangement		49,687,204
Pro forma combined diluted weighted average Trulieve Subordinate Voting Shares		180,614,287
Pro forma combined net income from continuing operations before non-controlling interest for the year ended September 30, 2021	$	10,927
Pro forma interest and amortization on convertible debt	$	3,215
Pro forma combined net income from continuing operations before non-controlling interest for the nine months ended September 30, 2021	$	14,142
Pro forma combined earnings per Trulieve Pro forma Subordinate Voting Shares—diluted	$	0.08

	December 31, 2020
Pro forma earnings per Trulieve Subordinate Voting Shares – basic
Historical basic weighted average Trulieve Subordinate Voting Shares at Dec. 31, 2020		113,572,379
Historical weighted average Harvest Subordinate Voting Shares at Dec. 31, 2020		354,757,211
Exchange Ratio		0.1170
Incremental Trulieve Subordinate Voting Shares issued in the Arrangement		41,506,594
Pro forma combined basic weighted average Trulieve Subordinate Voting Shares		155,078,973
Pro forma combined net loss from continuing operations before non-controlling interest for the year ended December 31, 2020	$	(6,271)
Pro forma combined loss per Trulieve Pro forma Subordinate Voting Shares – basic	$	(0.04)
Pro forma earnings per Trulieve Subordinate Voting Shares—diluted
Historical diluted weighted average Trulieve Subordinate Voting Shares at Dec. 31, 2020		113,572,379
Historical weighted average Harvest Subordinate Voting Shares at Dec. 31, 2020		354,757,211
Exchange Ratio		0.1170
Incremental Trulieve Subordinate Voting Shares issued in the Arrangement		41,506,594
Pro forma combined diluted weighted average Trulieve Subordinate Voting Shares		155,078,973
Pro forma combined net loss from continuing operations before non-controlling interest for the year ended December 31, 2020	$	(6,271)
Pro forma combined earnings per Trulieve Pro forma Subordinate Voting Shares – diluted	$	(0.04)