Trulieve Cannabis Corp. - POS AM filing on 2022-01-21

Intangible Assets & Goodwill (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

At September 30, 2021 and December 31, 2020, definite-lived intangible assets consisted of the following:


	September 30, 2021
(dollars in thousands)	Net amount		Adjustments to purchase price allocation		Additions		Amortization expense			Net amount
Licenses	$	84,517	$	3,061	$	68,493	$	(5,593	)	$	150,478
Internal use software		3,656		—		3,589		(529	)		6,716
Moxie brand		2,828		—		—		(740	)		2,088
Tradenames		2,109		—		100		(741	)		1,468
Customer relationship		683		—		—		(151	)		532
Miscellaneous		7		—		86		(93	)		—

	$	93,800	$	3,061	$	72,268	$	(7,847	)	$	161,282


	December 31, 2020
(dollars in thousands)	Net amount		Acquired license agreements		Additions		Amortization expense			Net amount
Licenses	$	24,538	$	887	$	61,400	$	(2,308	)	$	84,517
Internal use software		3,656		—		—		—			3,656
Moxie brand		—		—		2,960		(132	)		2,828
Tradenames		800		—		1,510		(201	)		2,109
Customer relationship		883		—		—		(200	)		683
Miscellaneous		25		—		—		(18	)		7
Trademarks		134		—		—		(134	)		—

	$	30,036	$	887	$	65,870	$	(2,993	)	$	93,800

At December 31, 2020 and 2019, definite-lived intangible assets consisted of the following:


	December 31, 2020
(dollars in thousands)	Net amount		Acquired license agreements		Additions from acquisitions		Amortization expense		Net amount
Licenses	$	24,538	$	887	$	61,400	$	2,308		84,517
Moxie brand		—		—		2,960		132		2,828
Tradenames		800		—		1,510		201		2,109
Customer relationship		883		—		—		200		683
Non-compete		25		—		—		18		7
Trademarks		134		—		—		134		—

	$	26,380	$	887	$	65,870	$	2,992		90,144


	December 31, 2019
(dollars in thousands)	Net amount		Acquired license agreements		Additions from acquisitions		Amortization expense		Net amount
Licenses	$	11,568	$	—	$	14,300	$	1,330	$	24,538
Moxie brand		—		—		—		—		—
Tradenames		900		—		—		100		800
Customer relationship		—		—		1,000		117		883
Non-compete		—		—		35		10		25
Trademarks		9		—		321		196		134

	$	12,477	$	—	$	15,656	$	1,753	$	26,380

The following table outlines the estimated future annual amortization expense related to all intangible assets as of September 30, 2021:

The following table outlines the estimated future annual amortization expense related to intangible assets as of December 31, 2020:

At September 30, 2021, Goodwill consisted of the following:


(dollars in thousands)
At January 1, 2020		7,316
Acquisition of PurePenn, LLC and Pioneer Leasing & Consulting, LLC		47,311
Acquisition of Solevo Wellness		19,473
At December 31, 2020		74,100
Measurement period purchase price allocation adjustments of Solevo Wellness		(2,639	)
Measurement period purchase price allocation adjustments of PurePenn, LLC and Pioneer Leasing & Consulting, LLC		(338	)
At June 30, 2021		71,123
Acquisition of Keystone Shops		40,072
Measurement period purchase price allocation adjustments of Solevo Wellness		1,150
Measurement period purchase price allocation adjustments of PurePenn, LLC and Pioneer Leasing & Consulting, LLC		(624	)

At September 30, 2021	$	111,721

At December 31, 2020, Goodwill consisted of the following:


(dollars in thousands)
At January 1, 2019	$	—
Acquisition of The Healing Corner, Inc.		7,316
At of December 31, 2019	$	7,316
Acquisition of PurePenn, LLC and Pioneer Leasing & Consulting, LLC		47,311
Acquisition of Solevo Wellness		19,473

At December 31, 2020	$	74,100