Acquisitions | NOTE 3. ACQUISITIONS (a) 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 (dollars 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 40,072 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 (9,363 ) 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 period (b) 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 exchange was $10.0 million. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, (dollars 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 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 15-year (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 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, Note 2. Basis of Presentation Revisions of Previously Issued Financial Statements (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 15 (d) 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, 15-year Note 2. Basis of Presentation Revisions of Previously Issued Financial Statements (e) 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, 15-year Note 2. Basis of Presentation Revisions of Previously Issued Financial Statements (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 earn-out 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 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 earn-out September 30, 2021, 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 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 mo nths 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 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 | 3. ACQUISITIONS (a) PurePenn, LLC and Pioneer Leasing & Consulting, LLC On November 12, 2020, the Company acquired 100% of the membership interests of both PurePenn, LLC and Pioneer Leasing & Consulting, LLC (collectively “PurePenn”). The purpose of this acquisition was to acquire the cultivation and manufacturing facility located in McKeesport, Pennsylvania. Trulieve acquired PurePenn for an upfront payment of $46 million, comprised of $27 million or 1,780,061 in Trulieve subordinate voting shares (“Trulieve Shares”) and $19 million in cash, plus a potential earn-out payment earn-out 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 issuance 27,000 Contingent consideration payable in shares 50,000 Fair value of consideration exchanged $ 96,000 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 563 Accounts receivable 1,300 Prepaids and other current assets 376 Inventory 7,461 Property and equipment, net 26,233 Intangible assets: Tradename 580 Moxie license 2,960 State license 45,310 Goodwill 47,311 Other assets 478 Accounts payable and accrued expenses (2,189 ) Construction liability (17,413 ) Deferred tax liability (16,970 ) Total net assets acquired 96,000 (b) 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 $20 million, comprised of $10 million in cash and $10 million or 481,097 in Trulieve Shares, plus a potential earn-out payment earn-out The preliminary valuation was based on Management’s estimates and assumptions which are subject to change within the purchase price allocation period (generally one year from the acquisition date). The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the tangible and intangible assets acquired and the residual goodwill. 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 $ 10,000 Shares issued upon issuance 10,000 Contingent consideration payable in shares 15,000 Net working capital adjustment 715 Fair value of consideration exchanged $ 35,715 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 1,229 Accounts receivable 117 Prepaids and other current assets 91 Inventory 2,337 Property and equipment, net 2,245 Right of use asset 2,156 Intangible assets: Dispensary License 16,090 Tradename 930 Goodwill 19,473 Accounts payable and accrued expenses (790 ) Lease liability (2,156 ) Deferred tax liability (6,007 ) Total net assets acquired $ 35,715 The consolidated unaudited proforma revenue and net income, which includes our acquisition of PurePenn and Solevo Wellness, assuming the acquisition occurred on January 1, 2020 through December 31, 2020 were approximately $575.2 million and $75.7 million. Financial information is not available for the years ended December 31, 2019 and 2018. (c) The Healing Corner, Inc. On May 21, 2019, the Company acquired all of the issued and outstanding shares of The Healing Corner, Inc. The purpose of this acquisition was to acquire the medical marijuana license in the State of Connecticut. The acquisition was financed with cash on hand and borrowings. The acquisition was accounted for as a business combination in accordance with 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 statements of cash flows for periods subsequent to the acquisition date. Total transaction costs related to the acquisition were approximately $0.3 million and has been included in the year ended December 31, 2019 consolidated statements of operations and comprehensive income. 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. 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 $ 19,900 Fair value of consideration exchanged $ 19,900 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 2 Inventory 73 Prepaids 4 Property and equipment, net 203 Intangible assets: Dispensary License 14,300 Trademark 321 Customer Relationship 1,000 Non-Compete 35 Goodwill 7,316 Accrued expenses (4 ) Deferred tax liability (3,350 ) Total net assets acquired $ 19,900 (d) Life Essence, Inc. On December 13, 2018, the Company acquired all of the issued and outstanding shares of Life Essence, Inc. The purpose of this acquisition was to acquire the licenses to operate three medical marijuana dispensaries and a marijuana cultivation and processing facility. The acquisition was financed with cash on hand. The Company determined that the net assets acquired did not meet the definition of a business in accordance with ASC 805, Business Combinations, and was therefore accounted for as an asset acquisition. Operating results of the acquired entity are included in the accompanying consolidated statement of operations and comprehensive income, changes in shareholders’ equity, and cash flows for periods subsequent to the acquisition date. 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 $ 4,125 Transaction costs 270 Fair value of consideration exchanged $ 4,395 Recognized amounts of identifiable assets acquired and liabilities assumed: Intangible asset—dispensary license $ 6,144 Accrued expenses (121 ) Deferred tax liability (1,628 ) Total net assets acquired $ 4,395 (e) Leef Industries, LLC On November 30, 2018, the Company acquired 80% of the issued and outstanding membership interests of Leef Industries, LLC. Payment for 19% occurred in 2019 and payment for the remaining 1% was made in 2020. The purpose of this acquisition was to acquire the recreational marijuana license. The Company deterred that the net assets acquired did not meet the definition of a business in accordance with ASC 805, Business Combinations, and was therefore accounted for as an asset acquisition. Operating results of the acquired entity are included in the accompanying consolidated statement of operations and comprehensive income, changes in shareholders’ equity, and cash flows for periods subsequent to the acquisition date. 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 $ 3,250 Balance of Purchase Price Payable 750 Transaction costs 25 Fair value of consideration exchanged $ 4,025 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 7 Inventory 19 Property and equipment, net 8 Intangible assets: Dispensary License 5,470 Tradename 10 Accrued expenses (38 ) Deferred tax liability (1,452 ) Total net assets acquired $ 4,025 (f) Patient Centric of Martha’s Vineyard Ltd. In October 2020, Life Essence, entered into an asset purchase agreement with Patient Centric of Martha’s Vineyard Ltd. or PCMV, pursuant to which Life Essence agreed to purchase certain assets of PCMV including the rights to a Provisional Marijuana Retailer 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. Life Essence has agreed to acquire these assets for an aggregate purchase price of $4.7 million payable in Subordinate Voting Shares totaling 258,383, of which 10,881 are subject to a holdback for six months as security for any indemnity claims by us under the asset purchase agreement. The asset purchase agreement includes customary representations, warranties, and indemnities. We expect the closing of the transaction to occur promptly following receipt of applicable state and local regulatory approvals. The issuance of the Subordinate Voting Shares at the closing will have a dilutive impact on our existing shareholders. The closing of the asset acquisition is subject to customary closing conditions including necessary regulatory approvals. |