Trulieve Cannabis Corp.
For the period ended Mar 31, 2025. Filed May 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 7, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-05.
0001628280-24-045099
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-07.
0001754195-25-000037
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 130 previous paragraphs and 92 current paragraphs.
44 unchanged; 36 reworded; 12 added; 47 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
In February 2025, we launched a new line of premium THC beverages called Onward. These are Farm bill compliant non-alcoholic beverages made in the United States using naturally derived THC and CBD. These beverages are available online at drinkonward.com and in select liquor retail locations in Florida.
Current report
Marketing Strategies
Current report
See "Part I Item 1A — Risk Factors” of our 2024 Form 10-K for additional information regarding competition.
Current report
The U.S. government recently announced tariffs on goods imported from various countries, which have led to reciprocal tariffs and other trade measures. The effects from these new tariffs and trade measures did not have a material impact on our profitability in the first quarter. Although we are actively monitoring the tariff developments and analyzing the potential impacts, we currently do not expect them to have a material impact on our business, cost structure, or supply chain.
Current report
Revenue for the three months ended March 31, 2025 was $297.8 million, an increase of $0.1 million, from $297.6 million for the three months ended March 31, 2024. The increase was primarily driven by a $3.2 million increase in wholesale and other revenue which was partially offset by a $3.0 million decrease in retail revenue.
Current report
Cost of Goods Sold and Gross Profit
Current report
Selling, General, and Administrative Expense
Current report
Selling, general, and administrative expense for the three months ended March 31, 2025 was $118.8 million, an increase of $17.5 million, or 17.2%, from $101.3 million for the three months ended March 31, 2024. Selling, general, and administrative expense as a percentage of revenues was 39.9% for the three months ended March 31, 2025, compared to 34.0% for the three months ended March 31, 2024. The increase in selling, general, and administrative expenses was due to higher campaign and political contributions of $13.7 million and the addition of new dispensaries, which was partly offset by lower retail labor expense in the current period.
Current report
Depreciation and amortization expense for the three months ended March 31, 2025 was $29.3 million, an increase of $1.6 million, or 5.7%, from $27.8 million for the three months ended March 31, 2024.
Current report
Interest expense, net for the three months ended March 31, 2025 was $16.3 million, an increase of $1.6 million, or 11.1%, from $14.7 million for three months ended March 31, 2024.
Current report
Interest income for the three months ended March 31, 2025 was $3.1 million, a decrease of $0.2 million, or 5.8%, from $3.3 million for the three months ended March 31, 2024.
Current report
Other Income (Expense), Net
Removed paragraphs (47)
Previous report
Marketing
Previous report
On April 1, 2024, the Florida Supreme Court ruled affirmatively to place the Smart & Safe Florida initiative on the 2024 General Election Ballot which, if passed, will allow adults over the age of 21 to purchase cannabis products for personal consumption in the state of Florida. The initiative is on the ballot in Florida as a constitutional amendment with an election date set for November 5, 2024. In Florida, constitutional amendments require a 60% supermajority vote of approval to pass.
Previous report
On April 30, 2024, the United States Department of Justice recommended marijuana be rescheduled from a Schedule I to Schedule III controlled substance, and published a notice of proposed rulemaking on May 21, 2024. There was a sixty-day comment period for the proposed rulemaking, which closed on July 22, 2024. Over 43,000 comments were received, with an overwhelming majority of comments advocating for Schedule III rescheduling or descheduling altogether. The notice of proposed rulemaking is but one step in a complex administrative and political process involving numerous stakeholders whose commitment to rescheduling marijuana is unclear. The preliminary hearing for rescheduling is currently scheduled for December 2, 2024.
Previous report
On May 30, 2024, in connection with a litigation settlement, Trulieve acquired Harvest of Ohio, LLC, which holds licenses for medical cannabis dispensaries in Columbus and Beavercreek. Both dispensaries are eligible to convert the medical license to a dual-use license, which will allow for adult use sales. Also in connection with the litigation settlement, we entered into service agreements to provide operational support to a cultivation and processing facility. On August 6, 2024, in accordance with approval received from the Ohio Division of Cannabis Control, our dispensaries in Columbus, Westerville, and Beavercreek began adult-use sales.
Previous report
The preparation of the condensed consolidated financial statements in conformity 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 acquisitions and business combinations; initial valuation and subsequent impairment testing of 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.
Previous report
Revenue for the three months ended September 30, 2024 was $284.3 million, an increase of $9.1 million, or 3.3%, from $275.2 million for the three months ended September 30, 2023. The increase was primarily the result of a $6.1 million increase in retail revenue and a $3.0 million increase in wholesale revenue.
Previous report
Cost of Goods Sold
Previous report
Cost of goods sold for the three months ended September 30, 2024 was $111.0 million, a decrease of $21.3 million, or 16.1%, from $132.3 million for the three months ended September 30, 2023. The decrease was primarily due to year over year improvements in at-scale cost efficiencies from our production facilities.
Previous report
Gross Profit
Previous report
Sales and Marketing Expense
Previous report
Sales and marketing expense for the three months ended September 30, 2024 was $66.7 million, an increase of $7.3 million, or 12.3%, from $59.4 million for the three months ended September 30, 2023. The increase was primarily due to the increase in overall store count. Sales and marketing expense as a percentage of revenues was 23.5% for the three months ended September 30, 2024, compared to 21.6% for the three months ended September 30, 2023. The increase in the percentage of revenue was driven by 27 new stores opened since the end of the third quarter in 2023. Additionally, there was an increase in software expense associated with retail operations as the Company continues to enhance the customer retail experience.
Previous report
General and Administrative Expense
Previous report
General and administrative expense for the three months ended September 30, 2024 was $81.9 million, an increase of $47.4 million, or 137.7%, from $34.5 million for the three months ended September 30, 2023. The increase was primarily from legislative campaign contributions totaling $48.4 million for the three months ended September 30, 2024 as compared to $0.5 million for the same period in 2023.
Previous report
Depreciation and amortization expense for the three months ended September 30, 2024 was $28.3 million, an increase of $1.4 million, or 5.1%, from $27.0 million for the three months ended September 30, 2023.
Previous report
Impairment and disposal of long-lived assets, net of recoveries was a gain of $4.3 million for the three months ended September 30, 2024 compared to a gain of $1.2 million for the three months ended September 30, 2023. The change was primarily due to insurance recoveries received, partially offset by asset disposal activities.
Previous report
Interest expense, net for the three months ended September 30, 2024 was $17.5 million, a decrease of $3.4 million, or 16.2%, from $20.8 million for three months ended September 30, 2023. The decrease was primarily the result of debt retirements of $57.0 million in September 2023 and $130.0 million in December 2023 which lowered interest expense in the third quarter of 2024. This favorability was partially offset by the change in the fair value of our interest rate swap liability in the current period and interest expense associated with a $25.0 million mortgage note executed in December 2023.
Previous report
Interest income for the three months ended September 30, 2024 was $4.2 million, an increase of $2.3 million, or 118.1%, from $1.9 million for the three months ended September 30, 2023. The increase was due to an increase in funds available to be invested in high-yield money market fund accounts and short-term certificates of deposit compared to the same prior year period.
Previous report
Gain on Debt Extinguishment
Previous report
Gain on debt extinguishment for the three months ended September 30, 2024 was zero compared to $8.2 million for the three months ended September 30, 2023. During the three months ended September 30, 2023, the Company repurchased senior secured notes at a 16.5% discount to par which resulted in a $8.2 million gain on extinguishment.
Previous report
Other (Expense) Income, Net
Previous report
Revenue
Previous report
Revenue for the nine months ended September 30, 2024 was $885.3 million, an increase of $43.1 million, or 5.1%, from $842.2 million for the nine months ended September 30, 2023. The increase was primarily driven by a $33.6 million increase in retail revenue and a $10.0 million increase in wholesale revenue.
Previous report
The increase in retail revenue was partially driven by the opening of additional dispensaries; the Company operated 215 dispensaries as of September 30, 2024, compared to 188 as of September 30, 2023. Additionally, Maryland became an adult-use market in July 2023 providing a full nine months of adult-use revenue for 2024 in comparison to 2023.
Previous report
The increase in wholesale revenue was primarily driven by Maryland adult-use sales starting in July 2023 which drove an increase in the year-to-date 2024 period compared to the same period in 2023.
Previous report
Cost of Goods Sold
Previous report
Cost of goods sold for the nine months ended September 30, 2024 was $356.6 million, a decrease of $50.8 million, or 12.5%, from $407.4 million for the nine months ended September 30, 2023. Cost of goods as a percentage of revenues was 40.3% for the nine months ended September 30, 2024 compared to 48.4% for the nine months ended September 30, 2023. The decrease was primarily due to year-over-year improvements in at-scale cost efficiencies from our production facilities.
Previous report
Gross Profit
Previous report
Gross profit for the nine months ended September 30, 2024 was $528.7 million, an increase of $94.0 million, or 21.6%, from $434.8 million for the nine months ended September 30, 2023. Gross profit as a percentage of revenue was 59.7% for the nine months ended September 30, 2024 as compared to 51.6% for the nine months ended September 30, 2023, which was driven by increased revenue and decreased cost of goods sold due to year-over-year improvements in at-scale cost efficiencies from our production facilities.
Previous report
Sales and Marketing Expense
Previous report
Sales and marketing expense for the nine months ended September 30, 2024 was $191.0 million, an increase of $9.8 million, or 5.4%, from $181.2 million for the nine months ended September 30, 2023. The increase was primarily driven by 27 new stores, which was partially offset by retail payroll efficiencies. Sales and marketing expense as a percentage of revenue was 21.6% for the nine months ended September 30, 2024, compared to 21.5% for the nine months ended September 30, 2023. Even though there was an increase in the number of operating stores, sales and marketing expense as a percentage of revenue remained consistent as a result of retail payroll efficiencies.
Previous report
General and Administrative Expense
Previous report
General and administrative expense for the nine months ended September 30, 2024 was $161.5 million, an increase of $52.8 million, or 48.6%, from $108.7 million for the nine months ended September 30, 2023. The increase was primarily from legislative campaign contributions totaling $62.7 million for the nine months ended September 30, 2024 as compared to $19.6 million for the same period in 2023, as well as increased expenses for information technology upgrades.
Previous report
Depreciation and Amortization Expense
Previous report
Depreciation and amortization expense for the nine months ended September 30, 2024 was $84.2 million, an increase of $1.5 million, or 1.9%, from $82.6 million for the nine months ended September 30, 2023.
Previous report
Impairment of Goodwill
Previous report
Impairment of goodwill was zero for the nine months ended September 30, 2024 compared to $307.6 million for the nine months ended September 30, 2023. During the nine months ended September 30, 2023, based on the results of the Company's goodwill impairment procedures, the Company recorded a $307.6 million goodwill impairment for its single reporting unit.
Previous report
Interest Expense, Net
Previous report
Interest expense, net for the nine months ended September 30, 2024 was $47.6 million, a decrease of $13.3 million, or 21.9%, from $60.9 million for nine months ended September 30, 2023. The decrease was primarily the result of debt retirements with $57.0 million of debt retired in September 2023 and $130.0 million of debt retired in December 2023 driving lower interest expense in the first nine months of 2024. This favorability was partially offset by interest associated with the $25.0 million mortgage note executed in December 2023.
Previous report
Interest Income
Previous report
Interest income for the nine months ended September 30, 2024 was $11.5 million, an increase of $7.2 million, or 166.0%, from $4.3 million for the nine months ended September 30, 2023. The increase was due to an increase in funds invested in high-yield money market fund accounts and short-term certificates of deposit compared to the same prior year period.
Showing the first 40 of 47 passages. Open the source sections for the rest.
Reworded paragraphs (36)
Previous wording
This "Management's Discussion and Analysis of Financial Condition and Results of Operations" of Trulieve Cannabis Corp., together with its subsidiaries ("Trulieve," the "Company," "we," "our," or "us") should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included elsewhere within this Quarterly Report on Form 10-Q and the Audited Consolidated Financial Statements and the related Notes thereto and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Form 10-K").
Current wording
This "Management's Discussion and Analysis of Financial Condition and Results of Operations" of Trulieve Cannabis Corp., together with its subsidiaries ("Trulieve," the "Company," "we," "our," or "us") should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included elsewhere within this Quarterly Report on Form 10-Q and the Audited Consolidated Financial Statements and the related Notes thereto and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our "2024 Form 10-K").
Previous wording
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 in “Part I, Item 1A. Risk Factors” in our 2023 Form 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 2023 Form 10-K. See “Special Note Regarding Forward-Looking Statements and Projections” in “Part II. Other Information” of this report. You should consider our forward-looking statements in light of the risks discussed in “Item 1A. Risk Factors” in “Part II. Other Information” of this report and our unaudited condensed consolidated financial statements, related notes and other financial information appearing elsewhere in this report, and the risks discussed in "Item 1A, Risk Factors" of the Form 10-K and our other filings with the Securities and Exchange Commission (the “SEC”).
Current wording
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 2024 Form 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 2024 Form 10-K. See “Special Note Regarding Forward-Looking Statements and Projections” in “Part II. Other Information” of this report. You should consider our forward-looking statements in light of the risks discussed in “Item 1A. Risk Factors” in “Part II. Other Information” of this report and our unaudited condensed consolidated financial statements, related notes and other financial information appearing elsewhere in this report, and the risks discussed in "Item 1A, Risk Factors" of the Form 10-K and our other filings with the Securities and Exchange Commission (the “SEC”).
Previous wording
All of the states in which we operate have developed programs to permit the use of cannabis products for medicinal purposes to treat specific conditions and diseases, which we refer to as medical cannabis. Recreational cannabis, or adult-use cannabis, is legal cannabis sold in licensed dispensaries to adults ages 21 and older. Thus far, of the states in which we operate, Arizona, Colorado, Connecticut, Maryland, and Ohio, have already launched programs permitting the commercialization of adult-use cannabis products. Trulieve operates its business through its directly and indirectly owned subsidiaries which hold licenses and have entered into managed service agreements in the states in which they operate.
Current wording
All of the states in which we operate have developed programs to permit the use of cannabis products for medicinal purposes to treat specific conditions and diseases, which we refer to as medical cannabis. Recreational cannabis, or adult-use cannabis, is legal cannabis sold in licensed dispensaries to adults ages 21 and older. Thus far, of the states in which we operate, Arizona, Colorado, Connecticut, Maryland, and Ohio, have already launched programs legalizing the sale of adult-use cannabis products. Trulieve operates its business through its owned subsidiaries which hold licenses in the states in which they operate.
Previous wording
In Florida and Georgia, Trulieve cultivates, processes, and manufactures all cannabis products sold in our dispensaries. In other markets including Arizona, Maryland, Pennsylvania, and West Virginia, we have achieved varying percentages of vertical integration with cultivation and processing operations to support our retail and wholesale businesses. 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. Trulieve employs an in-house quality team as well as independent testing laboratories in select markets, both of which allow us to more tightly control product quality.
Current wording
In Florida and Georgia, Trulieve cultivates, processes, and manufactures all cannabis products sold in our dispensaries. In other markets including Arizona, Maryland, Pennsylvania, and West Virginia, we have achieved varying percentages of vertical integration with cultivation and processing operations to support our retail and wholesale businesses. 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. Trulieve employs an in-house quality team as well as testing laboratories in select markets, both of which allow us to more tightly control product quality.
Previous wording
Trulieve produces high quality cannabis flower for direct consumption and uses a variety of processes to transform high-quality biomass into products sold through our retail and wholesale distribution network. With a focus on replicable, scalable operations, we have developed design standards, standard operating procedures, and training protocols that are employed across cultivation sites to achieve a high level of consistency and quality. The modular nature of our standard designs enables quick and incremental additions to capacity where appropriate. In Florida, where demand is high enough to support larger scale production, our state-of-the-art 750,000 square foot indoor cultivation facility affords us greater flexibility for pricing, promotional cadence, and assortment in the Florida market by enabling production of high potency and high quality products at lower costs.
Current wording
Trulieve produces high quality cannabis flower and uses a variety of processes to transform biomass into products sold through our retail and wholesale distribution network. With a focus on replicable, scalable operations, we have developed design standards, standard operating procedures, and training protocols that are employed across cultivation sites to achieve a high level of consistency and quality. The modular nature of our standard designs enables quick and incremental additions to capacity where appropriate. In Florida, where demand is high enough to support larger scale production, our state-of-the-art 750,000 square foot automated indoor cultivation facility affords us greater flexibility on pricing, promotional cadence, and assortment by enabling production of high potency and high-quality products at lower costs.
Previous wording
We produce a wide variety of oil derivative products featuring cannabinoids. We own manufacturing technology that utilizes various extraction techniques including supercritical ethanol extraction, carbon dioxide extraction, hydrocarbon extraction, and mechanical separation. We have invested in light hydrocarbon extraction processes, allowing for concentrates that preserve the natural ratios of cannabinoids, terpenes, and other target compounds to better replicate the flower experience. Light hydrocarbon extraction also offers the benefit of greater extraction yields in many cases.
Current wording
We utilize various extraction techniques including supercritical ethanol extraction, carbon dioxide extraction, hydrocarbon extraction, and mechanical separation. We have invested in light hydrocarbon extraction, which typically offers higher yields than other extraction methods and allows for concentrates that preserve the natural ratios of cannabinoids, terpenes, and other target compounds to better replicate the flower experience. Ethanol extraction and carbon dioxide extraction techniques offer different benefits than hydrocarbon extraction and are each used for specific purposes, such as production of oil for use in manufactured goods and targeted extraction of specific compounds. In addition, we employ distillation, purification, and manufacturing technologies to further refine extracts and transform them into a wide variety of finished products.
Previous wording
Distribution of branded products through our branded retail locations is a core driver of our long-term strategy. We have developed and acquired a curated portfolio of our own branded retail products that we cultivate, manufacture and distribute throughout our branded retail locations. By providing customers with consistent high-quality products and outstanding experiences we aim to garner a large and loyal customer base across our distribution network.
Current wording
Distribution of branded products through our branded retail locations is a core driver of our long-term strategy. We have developed and acquired a curated portfolio of our own branded retail products that we cultivate, manufacture and distribute in over 200 Trulieve retail locations. By providing customers with consistent high-quality products and outstanding experiences, we aim to garner a large and loyal customer base across our distribution network.
Previous wording
Trulieve brands include premium tier brands Avenue, Cultivar Collection, and Muse; mid-tier brands Modern Flower, Alchemy, Momenta, and Sweet Talk, and value tier brands Co2lors, Roll One, and Trekkers. Established relationships with brand partners allow for the sale of partner branded products in select markets and retail locations, providing our customers with access to greater variety and specialty brands. Brand partnerships include arrangements with Alien Labs, Bellamy Brothers, Binske, Black Buddha, Black Tuna, Blue River, Connected, DeLisioso, Khalifa Kush, Love’s Oven, Miami Mango, Moxie, Seed Junky, and Sunshine Cannabis.
Current wording
Trulieve brands include premium tier brands Avenue, Cultivar Collection, and Muse; mid-tier brands Alchemy, Modern Flower, Momenta, and Sweet Talk, and value tier brands Co2lors, and Roll One. Established relationships with brand partners allow for the sale of partner-branded products in select markets and retail locations, providing our customers with access to a greater variety and specialty brands. Brand partnerships include arrangements with Alien Labs, Bellamy Brothers, Binske, Black Buddha, Black Tuna, Blue River, Connected, DeLisioso, Khalifa Kush, Love’s Oven, Miami Mango, Moxie, Redemption Cannabis, Seed Junky and Sunshine Cannabis.
Previous wording
Our goal is to foster brand loyalty by providing customers with industry-leading branded products and superior service in an appealing, approachable setting. We accomplish this by creating and reinforcing positive customer experiences across the entire customer journey. We employ and continuously refine numerous training programs to provide our associates with the resources they need to deliver outstanding customer experiences across the entire Trulieve platform. We offer specialized management training and incentives to reward positive outcomes so there is continuous reinforcement of customer experience best practices.
Current wording
Our goal is to foster brand loyalty by providing customers with industry-leading branded products and superior service in an appealing, approachable setting. We accomplish this by creating and reinforcing positive customer experiences. Customer feedback informs our approach across all aspects of the customer journey including products, service, and messaging. We track various metrics including overall satisfaction, net promoter, and customer effort scores. We employ and continuously refine numerous training programs to provide our associates with the resources they need to deliver outstanding customer experiences across the entire Trulieve platform. We offer specialized management training and incentives to reward positive outcomes so there is continuous reinforcement of customer experience best practices.
Previous wording
We regularly engage with various communities who may benefit from cannabis, such as veterans, seniors, organizations that serve qualifying populations as well as various health and wellness groups. Search engine optimization of our website also captures potential customers researching the benefits of cannabis, which offers another pathway to informative materials about cannabis, our products and how to legally access them.
Current wording
We regularly engage with various communities who may benefit from cannabis, such as veterans, seniors, organizations that serve qualifying populations, and various health and wellness groups. Search engine optimization of our website also captures potential customers researching the benefits of cannabis, which offers another pathway to informative materials about cannabis, our products and how to legally access them.
Previous wording
We understand each consumer has unique communication preferences and capabilities. As such, we engage with customers and physicians through a variety of methods including email, text, social media and online chat. In select markets we offer various purchase options, including phone ordering, online ordering, home delivery, and in-store. As Trulieve continues to expand, we have developed a standardized rewards program to serve all markets as appropriate within existing regulatory frameworks, and this new program was completed in all markets in the second quarter of 2024. The program features fully stackable points which can be redeemed across all of our brands and markets. The rewards program itself was built inside of our customer data platform, allowing interconnectivity between rewards, website, and the customer data platform.
Current wording
We understand each consumer has unique communication preferences and capabilities. As such, we engage with customers and physicians through a variety of methods including email, text, social media and online chat. In select markets we offer various purchase options, including phone ordering, online ordering, home delivery, and in-store. In all markets, Trulieve offers a customer rewards program featuring fully stackable and portable points as appropriate within existing regulatory frameworks.
Previous wording
Investments in Infrastructure and Technology Platforms
Current wording
Investments in Infrastructure and Technology
Previous wording
We have made significant investments in developing and deploying technology and data platforms designed to support scaled operations and growth in customers served and units sold. Through our customer data platform, we are able to collect and analyze data to discern customer preferences, patterns, and trends which inform our production mix, product allocation, promotional strategies and targeted outreach. Investments in our enterprise grade platforms enable greater sophistication across production, retail, and wholesale operations and numerous support functions including accounting and finance, human resources, legal and compliance. We believe infrastructure and data capabilities are prerequisites for long term success in an increasingly competitive and integrated commerce environment.
Current wording
We have made significant investments in developing and deploying technology and data platforms designed to support scaled operations and growth in customers served and units sold. Through our customer data platform, we can analyze data to discern customer preferences, patterns, and trends which inform our product mix and allocation, promotional strategies, and outreach. Investments in our enterprise-grade platforms enable greater sophistication across production, retail, and wholesale operations and numerous support functions including accounting and finance, human resources, legal and compliance. We believe infrastructure and data capabilities are prerequisites for long term success in an increasingly competitive and integrated commerce environment.
Previous wording
The markets in which we operate are highly competitive markets with relatively high barriers to entry given the licensed nature of the cannabis industry. See “—Regulatory Overview” in Item 1 - Business and Item 1A - Risk Factors in our Annual Report on Form 10-K for additional information regarding the impact of regulation on our business. We compete directly with cannabis producers and retailers within single-state operating markets, as well as those that operate across several U.S. state markets.
Current wording
The markets in which we operate are highly competitive markets with relatively high barriers to entry given the limited quantity of licenses available and the highly regulated nature of the cannabis industry. See “—Regulatory Overview” in Item 1—Business in our 2024 Form 10-K for additional information regarding the impact of regulation on our business. We compete directly with cannabis producers and retailers within single-state operating markets, as well as those that operate across several U.S. state markets.
Previous wording
The vast majority of both manufacturing and retail competitors in our markets consist of localized or regional businesses with operations in a single state market. Other multi-state cannabis operators compete directly in several of our operating markets. Aside from this direct competition, out-of-state operators that are capitalized well enough to enter those markets through acquisitions are also part of the competitive landscape. Similarly, as we execute on our regional hub strategy and expand across the U.S., operators in our future state markets will inevitably become direct competitors. Increased competition by larger and better financed competitors could materially affect our business, financial condition and results of operations.
Current wording
The vast majority of both manufacturing and retail competitors in our markets are either localized businesses with operations in a single state market or regional players. Other multi-state cannabis operators compete directly in several of our operating markets. Aside from this direct competition, out-of-state operators that are sufficiently capitalized to enter those markets through acquisitions are also part of the competitive landscape. Similarly, as we execute on our regional hub strategy and expand across the U.S., operators in our future state markets will inevitably become direct competitors. Increased competition by larger and better financed competitors could materially affect our business, financial condition and results of operations.
Previous wording
We face additional competition from new entrants. If the number of consumers of medical and adult-use cannabis in our markets increases, the demand for products will increase and we expect that competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products. We expect to continue to invest in several areas, including customer experience, product innovation, scaled production, marketing and branding, and distribution network expansion. Trulieve may not have sufficient resources to maintain investments on a competitive basis, which could have a material adverse effect on our business, financial condition and results of operations. The management team monitors developments in the fast-paced cannabis industry and adjacent industries to help us remain competitive.
Current wording
We face additional competition from new entrants. If the number of consumers of medical and adult-use cannabis in our markets increases, the demand for products will increase and we expect that competition will become more intense as current and future competitors offer an increasing number of diversified products and engage in price competition. We expect to continue to invest in several areas, including customer experience, product innovation, scaled production, marketing and branding, and distribution network expansion. Trulieve may not have sufficient resources to maintain investments on a competitive basis, which could have a material adverse effect on our business, financial condition and operational results. The management team monitors developments in the fast-paced cannabis industry and adjacent industries to help us remain competitive.
Previous wording
The Company’s accounting policies that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described in the Company’s fiscal 2023 Form 10-K, filed with the SEC on February 29, 2024, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates.” During the nine months ended September 30, 2024, there were no significant changes to our critical accounting policies and estimates.
Current wording
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s accounting policies that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described in our 2024 Form 10-K under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates.” During the three months ended March 31, 2025, there were no significant changes to our critical accounting policies and estimates.
Previous wording
This section of this Form 10-Q generally describes and compares our results of continuing operations for the three and nine months ended September 30, 2024 and 2023.
Current wording
This section of this Form 10-Q generally describes and compares our results of continuing operations for the three months ended March 31, 2025 and 2024.
Previous wording
The increase in retail revenue was partially driven by the opening of additional dispensaries; the Company operated 215 dispensaries as of September 30, 2024 as compared to 188 as of September 30, 2023. This was partially offset by macroeconomic pressures driving a portion of our customers spending habits towards lower priced products.
Current wording
The decrease in retail revenue was driven by price compression and loyalty point redemption. This decrease was partially offset by the opening of additional dispensaries; the Company operated 229 dispensaries as of March 31, 2025 as compared to 195 as of March 31, 2024.
Previous wording
The increase in wholesale revenue was primarily driven by sales in Maryland and Pennsylvania.
Current wording
The increase in wholesale and other revenue was primarily driven by higher wholesale revenue in Maryland and Pennsylvania.
Previous wording
Gross profit for the three months ended September 30, 2024 was $173.3 million, an increase of $30.3 million, or 21.2%, from $142.9 million for the three months ended September 30, 2023. Gross profit as a percentage of revenue was 61.0% for the three months ended September 30, 2024 as compared to 51.9% for the three months ended September 30, 2023, which was driven by increased revenue and decreased cost of goods sold due to year-over-year improvements in at-scale cost efficiencies from our production facilities.
Current wording
Cost of goods sold for the three months ended March 31, 2025 was $114.5 million, a decrease of $9.3 million, or 7.5%, from $123.8 million for the three months ended March 31, 2024. Cost of goods sold as a percentage of revenue was 38.5% for the three months ended March 31, 2025 as compared to 41.6% for the three months ended March 31, 2024. Gross profit for the three months ended March 31, 2025 was $183.2 million, an increase of $9.4 million, or 5.4%, from $173.8 million for the three months ended March 31, 2024. Gross profit as a percentage of revenue was 61.5% for the three months ended March 31, 2025 as compared to 58.4% for the three months ended March 31, 2024, which was driven by decreased cost of goods sold reflecting year-over-year improvements in at-scale cost efficiencies from our production facilities as well as a disciplined approach to promotional activity in the current period.
Previous wording
Impairment and disposal of long-lived assets, net of recoveries for the nine months ended September 30, 2024 was a gain of $4.4 million compared to a loss of $5.5 million for the nine months ended September 30, 2023. The change was primarily due to 2023 asset disposal activities associated with underperforming assets where 2024 included insurance recoveries received associated with property damage in 2023, which was partially offset by impairment charges related to assets moved to held for sale.
Current wording
Impairment and disposal of long-lived assets, net of recoveries was a loss of $1.8 million for the three months ended March 31, 2025 compared to a gain of $1.4 million for the three months ended March 31, 2024. The change is primarily due to 2025 asset disposal activities associated with underperforming assets, whereas an insurance recovery was received in the first quarter of 2024 associated with property damage in 2023.
Previous wording
Other expense, net for the three months ended September 30, 2024 was $0.2 million, a change of $1.3 million, from other income, net of $1.1 million for three months ended September 30, 2023.
Current wording
Other income, net for the three months ended March 31, 2025 was $0.2 million, a change of $3.0 million, from other expense, net of $2.7 million for three months ended March 31, 2024. The change is primarily related to expense from credit loss reserves on non-operating notes receivable in the prior year.
Previous wording
The provision for income taxes for the nine months ended September 30, 2024 was $150.0 million, an increase of $44.1 million, or 41.6%, from $105.9 million for the nine months ended September 30, 2023. The provision for income taxes as a percentage of gross profit was 28.4% for the nine months ended September 30, 2024, compared to 24.4% for the nine months ended September 30, 2023. The increase in tax expense for 2024 was driven by an increase in gross profit for the period, the one-time impact of changing certain state tax filing methods which requires us to revalue deferred taxes in those states, and an increase in interest expense on uncertain tax positions.
Current wording
The provision for income taxes for the three months ended March 31, 2025 was $52.5 million, a decrease of $3.0 million, or 5.4%, from $55.4 million for the three months ended March 31, 2024. The provision for income taxes as a percentage of gross profit was 28.6% for the three months ended March 31, 2025, compared to 31.9% for the three months ended March 31, 2024. The decrease in tax expense in the first quarter of 2025, as compared to the first quarter of 2024, was driven by the first quarter of 2024 having a one-time impact of changing certain state tax filings which required us to revalue deferred taxes in those states, which was partially offset by an increase in gross profit in the first quarter of 2025, as well as an increase in interest expense on uncertain tax positions.
Previous wording
Our management uses a financial measure that is 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. This non-GAAP financial measure 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 adjusts the following items from net income: interest expense, interest income, provision for income taxes, and depreciation and amortization to arrive at EBITDA. This is then adjusted for items that we do not believe represent the operations of the core business such as acquisition, transaction and other non-recurring costs including major system changes as well as contributions to specific initiatives (e.g., contributions to Smart & Safe Florida), impairments and disposals of long-lived assets including goodwill, discontinued operations, share-based compensation, gain on debt extinguishment, and other income and expense items.
Current wording
Our management uses a financial measure that is 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. This non-GAAP financial measure 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. EBITDA is calculated as net loss before net: interest expense, interest income, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is calculated as net loss before net interest expense, interest income, provision for income taxes and depreciation which is then adjusted for certain contributions, such as campaign and political initiatives, items that we do not believe represent the operations of the core business such as acquisition, transaction and other non-recurring costs including major system changes, impairments and disposals of long-lived assets including goodwill, discontinued operations, share-based compensation, and other income and expense items.
Previous wording
We report Adjusted EBITDA to help investors assess the operating performance of the Company’s business. The financial measure noted above is a metrics that has 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.
Current wording
We report Adjusted EBITDA to help investors assess the operating performance of the Company’s business. The financial measure noted above is a metric that has 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.
Previous wording
Adjusted EBITDA for the three months ended September 30, 2024 was $96.1 million, an increase of $18.3 million, or 23.6%, from $77.7 million for the three months ended September 30, 2023. The increase primarily resulted from increased revenue and improved gross profit.
Current wording
Adjusted EBITDA for the three months ended March 31, 2025 was $109.2 million, an increase of $3.4 million, or 3.2%, from $105.8 million for the three months ended March 31, 2024. The increase primarily resulted from improved gross profit.
Previous wording
The following table presents a reconciliation of GAAP net loss to non-GAAP Adjusted EBITDA, for each of the periods presented:
Current wording
The following table presents a reconciliation of net loss attributable to common shareholders (GAAP) to non-GAAP Adjusted EBITDA, for the periods presented:
Previous wording
Since our inception, we have funded our operations and capital spending through cash flows from product sales, third-party debt, proceeds from the sale of our capital stock and loans from affiliates and entities controlled by our affiliates. We are generating cash from operations and are deploying our capital reserves to acquire and develop assets capable of producing additional revenues to support our business growth. Our current principal sources of liquidity are our cash and cash equivalents provided by our operations as well as debt and equity offerings. The Company has and expects to generate additional cash from operations, due in part to the Company's position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code. Cash and cash equivalents consist primarily of cash on deposit with banks and money market funds.
Current wording
Since our inception, we have funded our operations and capital spending through cash flows from product sales, third-party debt, proceeds from the sale of our capital stock and loans from affiliates and entities controlled by our affiliates. We are generating cash from operations and are deploying our capital reserves to acquire and develop assets capable of producing additional revenues to support our business growth. Our current principal sources of liquidity are our cash and cash equivalents provided by our operations as well as debt and equity offerings. The Company has generated, and expects to continue to generate, additional cash from operations. Cash and cash equivalents consist primarily of cash on deposit with banks and money market funds.
Previous wording
Our primary uses of cash are for working capital requirements, capital expenditures, debt service payments, and income tax payments. Additionally, we may use cash to support cannabis market expansion related initiatives, such as Smart & Safe Florida. Working capital is used principally for personnel expenses as well as costs related to the cultivation, processing and distribution of our products. Our capital expenditures consist primarily of additional cultivation and processing facilities and retail dispensaries, and improvements to existing facilities to support the long-term growth in markets with adult-use catalysts. In the current period, our debt service payments consist primarily of interest payments.
Current wording
Our primary uses of cash are for working capital requirements, capital expenditures, debt service payments, and income tax payments. Additionally, we may use cash to support cannabis market expansion related initiatives, such as Smart & Safe Florida, which we contributed to in 2025 and 2024. Working capital is used principally for personnel expenses as well as costs related to the cultivation, processing and distribution of our products. Our capital expenditures consist primarily of additional cultivation and processing facilities and retail dispensaries, and improvements to existing facilities to support the long-term growth in markets with adult-use catalysts as well as investments in technology infrastructure. In the current period, our debt service payments consist primarily of interest payments.
Previous wording
As of September 30, 2024, cash and cash equivalents were $237.7 million and short-term investments were $80.2 million. We believe our existing cash balances and short-term investments will be sufficient to meet our anticipated cash requirements from the date of this Quarterly Report on Form 10-Q through at least the next 12 months. Any additional future requirements would likely be funded through the following sources of capital:
Current wording
As of March 31, 2025, cash and cash equivalents were $328.5 million. We believe our existing cash balances will be sufficient to meet our anticipated cash requirements from the date of this Quarterly Report on Form 10-Q through at least the next 12 months. Any additional future requirements would likely be funded through the following sources of capital:
Previous wording
Net cash provided by operating activities was $240.8 million for the nine months ended September 30, 2024, an increase of $170.4 million as compared to $70.4 million net cash provided by operating activities for the nine months ended September 30, 2023. This improvement was primarily due to the reduction in net tax payments of $159.9 million, primarily related to the impact from the Company's position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code (inclu sive of $52.4 million in refunds received from amended returns based on this position) and a $94.0 million improvement in gross profit driven by higher revenues and improved gross margin, which was only partially offset by the comparative change in inventories of $74.8 million and a $43.1 million increase in payments for legislative campaign contributions. Operating cash flows in the comparative period benefited from the $66.5 million decrease in inventories versus the $8.3 million increase for the current period.
Current wording
Net cash provided by operating activities was $50.7 million for the three months ended March 31, 2025, a decrease of $88.4 million as compared to $139.2 million net cash provided by operating activities for the three months ended March 31, 2024. This decrease was primarily due to $50.0 million of tax refunds, from amended returns, related to the Company's position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code, received in the first quarter of 2024, and higher campaign and political contributions of $13.7 million made in the first quarter of 2025. This decrease in the first quarter of 2025 was also driven by the comparative change in inventories of $11.4 million where the first quarter of 2024 benefited from the $3.5 million decrease in inventories versus the $7.9 million increase for the current period in addition to the increase in the first quarter of 2025 in trade and other receivables of $12.3 million. This was partially offset by a $9.4 million improvement in gross profit driven by improved cost of goods sold.
Previous wording
Net cash used in investing activities was $183.4 million for the nine months ended September 30, 2024, an increase of $153.1 million, compared to the $30.3 million net cash used in investing activities for the nine months ended September 30, 2023. The increase primarily reflects the Company's $80.0 million investment into certificates of deposit, higher current year purchases of property, plant and equipment and internal use software to support the long-term growth of the business.
Current wording
Net cash provided by investing activities was $43.4 million for the three months ended March 31, 2025, an increase of $62.4 million, compared to the $19.0 million net cash used in investing activities for the three months ended March 31, 2024. The increase is primarily driven by certificates of deposit that matured in the first quarter of 2025 which were entered into in the third quarter of 2024.
Previous wording
Net cash used in financing activities was $27.1 million for the nine months ended September 30, 2024, a decrease of $33.5 million, compared to $60.6 million net cash used in financing activities for the nine months ended September 30, 2023. The decrease was primarily driven from the payment made in the comparative period on the open market repurchase of 57,000 of the Company's USD $1,000 senior secured notes, due October 6, 2026, for a purchase price of $47.6 million, excluding fees and accrued interest. This was partially offset by payments made in the current period for taxes related to net share settlement of equity awards and the consolidated VIE settlement transaction and the related costs incurred.
Current wording
Net cash used in financing activities was $4.5 million for the three months ended March 31, 2025, an increase of $2.9 million, compared to $1.6 million net cash used in financing activities for the three months ended March 31, 2024.
Previous wording
As of September 30, 2024 and December 31, 2023, 100% of our condensed consolidated balance sheets is exposed to U.S. cannabis-related activities, and substantially all our revenue is from U.S. cannabis operations. 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. 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 2023 Form 10-K.
Current wording
As of March 31, 2025 and December 31, 2024, substantially all of our condensed consolidated balance sheets is exposed to U.S. cannabis-related activities, and substantially all our revenue is from U.S. cannabis operations. 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. 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 2024 Form 10-K.
Previous wording
For information on our commitments for financing arrangements, operating leases, claims and litigation, contingencies, and other obligations, see Note 3. Supplementary Financial Information, Note 4. Financing Arrangements, and Note 6. Income Taxes in Part I. Item 1 of this Quarterly Report on Form 10-Q. Other than the $203.8 million increase in our uncertain tax position liabilities and the $39.4 million and $11.8 million increase in our future minimum lease payments under non-cancellable operating and finance leases, there were no other material changes to our contractual obligations as set forth in Part II Item 7 of our 2023 Annual Report on Form 10-K for the year ended December 31, 2023.
Current wording
For information on our commitments for financing arrangements, operating leases, claims and litigation, contingencies, and other obligations, see Note 3. Supplementary Financial Information, Note 4. Long-Term Borrowings, and Note 6. Income Taxes in Part I. Item 1 of this Quarterly Report on Form 10-Q. Other than the $55.7 million increase in our uncertain tax position liabilities, there were no other material changes to our contractual obligations as set forth in Part II Item 7 of our 2024 Form 10-K.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
The provision for income taxes for the three months ended September 30, 2024 was$47.4 million, an increase of$10.7 million, or 29.3%, from$36.6 million for the three months ended September 30, 2023. The provision forincome taxes as a percentage of gross profit was 27.3% for the three months ended September 30, 2024, compared to 25.6% for the three months ended September 30, 2023. The increase in tax expense in the third quarter of 2024 was driven by an increase in gross profit for the period, as well as an increase in interest expense on uncertain tax positions.
Previous report — wording carried elsewhere
The following table and discussion compares condensed consolidated statements of operations data for the year-to-date periods presented:
Previous report — wording carried elsewhere
Impairment and Disposal of Long-Lived Assets, Net of Recoveries