JUSHI HOLDINGS INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 and 2020

(Expressed in United States Dollars)

MANAGEMENT'S DISCUSSION AND ANALYSIS

This Management's Discussion and Analysis ("MD&A") covers the consolidated financial statements of Jushi Holdings Inc. and its controlled subsidiaries as of September 30, 2021, and for the three and nine months then ended (the "Financial Statements"). Unless the context indicates or requires otherwise, the terms "Jushi", "the Company", "we", "us" and "our" refers to Jushi Holdings Inc. and its controlled entities. This MD&A should be read in conjunction with the condensed unaudited interim consolidated financial statements and notes thereto for the three and nine months ended September 30, 2021 ("the "Quarterly Financial Statements"), and the audited consolidated financial statements and the accompanying notes for the years ended December 31, 2020 and 2019 (the "Annual Financial Statements"), which have been prepared by management and are in accordance with International Financial Reporting Standards ("IFRS"), and all amounts are expressed in United States ("U.S.") dollars unless otherwise noted. The information contained in this report is current to November 23, 2021 unless otherwise indicated.

The Company's certifying officers are responsible for ensuring that the Financial Statements and MD&A do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company's officers certify that the Financial Statements and MD&A fairly present, in all material respects, the financial condition, result of operations and cash flows, of the Company as the date hereof.

The Financial Statements and this MD&A have been reviewed by the Company's Audit Committee and were approved by the Company's Board of Directors on November 23, 2021.

Additional information relating to the Company, including the Company's Annual Information Forms ("AIF"), Final Short Form Base Shelf Prospectus dated October 14, 2020, Prospectus Supplement dated October 21, 2020, Prospectus Supplement dated January 5, 2021, Prospectus Supplement dated February 11, 2021 and Preliminary Short Form Base Shelf Prospectus dated November 11, 2021 can be found on SEDAR at www.sedar.com.

ForwardLooking Statements

This document may contain "forward-looking statements" and "forwardlooking information" within the meaning of applicable securities laws, including Canadian securities legislation and U.S. securities legislation (collectively, "forward- looking information") which are based upon the Company's current internal expectations, estimates, projections, assumptions and beliefs. All information, other than statements of historical facts, included in this document that address activities, events or developments that Jushi expect or anticipate will or may occur in the future constitutes forward looking information. Forwardlooking information is often identified by the words, "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes, among others, information regarding: future business strategy, competitive strengths, goals, expansion and growth of Jushi's business, operations and plans, including new revenue streams, the completion of contemplated acquisitions by Jushi of additional assets, roll out of new operations, the implementation by Jushi of certain product lines, implementation of certain research and development, the application for additional licenses and the grant of licenses that will be or have been applied for, the expansion or construction of certain facilities, the expansion into additional U.S. and international markets, any potential future legalization of adult-use and/or medical marijuana under U.S. federal law; expectations of market size and growth in the U.S. and the states in which Jushi operates; expectations for other economic, business, regulatory and/or competitive factors related to Jushi or the cannabis industry generally; and other events or conditions that may occur in the future.

Readers are cautioned that forwardlooking information and statements are not based on historical facts but instead are based on reasonable assumptions and estimates of management of Jushi at the time they were provided or made and involve known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Jushi, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forwardlooking information and statements. Such factors include, among

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others: risks relating to the ability to complete the pipeline transactions; risks relating to U.S. regulatory landscape and enforcement related to cannabis, including political risks; risks relating to antimoney laundering laws and regulation; other governmental and environmental regulation; public opinion and perception of the cannabis industry; risks related to the economy generally; risks relating to pandemics and forces of nature including but not limited to the 2019 novel coronavirus ("COVID-19"); risks related to contracts with third party service providers; risks related to the enforceability of contracts; the limited operating history of Jushi; Jushi's history of operating losses and negative operating cash flows; reliance on the expertise and judgment of senior management of Jushi; risks inherent in an agricultural business; risks related to coinvestment with parties with different interests to Jushi; risks related to proprietary intellectual property and potential infringement by third parties; the concentrated Founder voting control of the Jushi and the unpredictability caused by the anticipated capital structure; risks relating to the Company's recent debt financing and other financing activities including leverage and issuing additional securities; risks relating to the management of growth; costs associated with Jushi being a publicly-traded company; the Company timely becoming a U.S. filer in addition to a Canadian filer; the transition of the Company's financial reporting from IFRS to U.S. GAAP; increasing competition in the industry; risks associated to cannabis products manufactured for human consumption including potential product recalls; reliance on key inputs, suppliers and skilled labor; reliance on manufacturers and contractors; risks of supply shortages or supply chain disruptions; cybersecurity risks; ability and constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks; risk of litigation; conflicts of interest; risks relating to certain remedies being limited and the difficulty of enforcement of judgments and effect service outside of Canada; risks related to executed or future acquisitions or dispositions, including potential future impairment of goodwill or intangibles acquired; sales by existing shareholders; the limited market for securities of the Company; risks related to the continued performance of existing operations in Pennsylvania, Illinois, Nevada, Virginia, California, Ohio and Massachusetts; risks related to the anticipated openings of additional dispensaries; the risks relating to the expansion and optimization of the grower-processor in Pennsylvania, the vertically integrated facility in Virginia and Massachusetts and the facility in Nevada; the risks related to the opening of new facilities, including but not limited to in Ohio, which are subject to licensing approval; as well as limited research and data relating to cannabis; and risks related to the Company's critical accounting policies and estimates. Although Jushi has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forwardlooking information and statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on forwardlooking information and statements. Forwardlooking information and statements are provided and made as of the date of this MD&A and Jushi does not undertake any obligation to revise or update any forwardlooking information or statements other than as required by applicable law.

Company Overview

Jushi is a vertically integrated, multistate cannabis operator engaged in retail, distribution, cultivation, and processing operations in both medical and adultuse markets. Jushi and its industryleading management team are focused on building a diverse portfolio of cannabis assets through opportunistic investments, acquisitions and pursuing application opportunities in attractive limited license jurisdictions. The Company has targeted assets in highly populated, limited licensed medical markets on a trajectory toward adult-use legalization, including Pennsylvania and Ohio, markets that are in the process of transitioning to adult-use, namely Virginia, and limited license, fast-growing, large adult-use markets, such as Illinois, California, Nevada, and Massachusetts.

Jushi Holdings Inc. (formerly Tanzania Minerals Corp. and before that Hill Top Resources Corp.) was incorporated under British Columbia's Business Corporations Act ("BCBCA"). As of June 6, 2019, Tanzania Minerals Corp. was acquired by Jushi Inc through a reverse takeover transaction (the "RTO").

The Company's Subordinate Voting Shares are listed for trading on the Canadian Securities Exchange ("CSE") under the ticker symbol "JUSH" and on the U.S. Over the Counter Stock Market ("OTCQX") under the ticker symbol "JUSHF."

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Key Markets Overview

Pennsylvania Operations:

The Company currently operates a total of sixteen medical dispensaries under the BEYOND/HELLO™ brand in Pennsylvania. The Company expects to open the remaining two locations by the end of 2021. The sixteen dispensaries are located in Ardmore, Bethlehem, Bristol, Colwyn, Easton, Hazleton, Irwin, Johnstown, Philadelphia (Center City, Northern Liberties, and University City), Reading, Scranton (Moosic Street and Westside), Stroudsburg, and West Chester, PA.

The Company also currently operates an 81,000 sq. ft. cannabis cultivation and processing facility in Scranton, Pennsylvania, through its subsidiary Pennsylvania Medical Solutions, LLC ("PAMS"). The PAMS facility is undergoing a significant expansion that is expected to be completed over two phases. The details relating to the expansion of PAMS can be found in the "Commitments and Contingencies" section of this MD&A. The PAMS facility enables wholesale distribution to the approximately 138 dispensaries currently operating, including the Company's sixteen operational BEYOND/HELLO™ dispensaries.

Jushi is focused on redesigning and optimizing the PAMS facility to ensure long term growth and market share expansion in the Pennsylvania market. In addition to the Company's current expansion of PAMS, the Company will continue to assess and develop further expansion opportunities to meet the needs of patients and wholesale market demand, now and in the future. It is expected that the operational improvements, including an expanded footprint, the introduction of new extraction technologies, increased facility automation and utilization, and improved yields will be implemented over the next 6 to 12 months.

During the fourth quarter of 2020, the Company exercised and closed on its assignable purchase option to acquire 100 percent of the equity of Pennsylvania Dispensary Solutions ("PADS"), a Pennsylvania medical marijuana dispensary permittee in the Commonwealth's Northeast region. At close, PADS operated two medical marijuana dispensaries, with the right to operate one additional dispensary in the region. The two operating medical marijuana dispensaries have been rebranded to BEYOND/HELLO™. Subsequent to the third quarter, the third medical dispensary was opened.

Illinois Operations:

The Company currently operates four adult-use BEYOND/HELLO™ dispensaries in Illinois: two in Sauget (one with co- located medical) and two in Bloomington-Normal (one with co-located medical).

In August 2021, the Company's partner, Northern Cardinal Ventures, LLC, was awarded a conditional retail dispensary license in Illinois via the state's lottery process. Jushi is an operational and 49% equity partner in Northern Cardinal. Pending regulatory approvals, the dispensary will become the fifth BEYOND/HELLO dispensary in the state and is designated for the Peoria Bureau of Labor Statistics region in Illinois. The new retail dispensary licensing process for all applicants is currently stayed, pursuant to a court order issued July 2021 in connection with litigation against the state to which Jushi is not a party to.

Virginia Operations:

Jushi owns the issued and outstanding equity interests in Dalitso LLC ("Dalitso"), a Virginia-based pharmaceutical processor for medical cannabis extracts. Dalitso is one of only five applicants to have received conditional approval for a pharmaceutical processor permit issued by the Virginia Board of Pharmacy, and one of only four to have received final approval and permit issuance in this market.

Dalitso operates a cultivation, manufacturing, retail facility in Prince William County near the City of Manassas and commenced dispensing medical cannabis to registered patients in Virginia on December 1, 2020. During the third quarter, the Company launched a series of branded cannabis products in the Commonwealth, including its concentrates brand, The Lab, its chewables brand, Tasteology, and most recently, its premium and value flower brands, The Bank and Sèche, respectively.

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Subsequent to the third quarter, Jushi opened its second medical dispensary in Sterling, VA. The store features 17 point- of-sale systems, 70 onsite parking spots, and a separate delivery service area. Additionally, the store is seven miles from Dulles International Airport, 30 miles from Washington D.C. The Company anticipates adding up to four additional BEYOND/HELLO™ branded medical dispensaries to Dalitso's operations in Virginia.

The designated area for Jushi to operate is Health Service Area II, in Northern Virginia. According to the U.S. Census Bureau, Health Service Area II has a population of approximately 2.5 million people or nearly 30 percent of the state population. This area includes two of Virginia's most densely populated and highest-income counties, Fairfax and Prince William County. In May 2021, the Company piloted a delivery program to registered patients in designated Health Service Area II.

Massachusetts Operations:

In September 2021, Jushi closed its previously announced acquisition of Nature's Remedy of Massachusetts, Inc. and certain of its affiliates (collectively, "Nature's Remedy"), a vertically integrated single state operator in Massachusetts. Nature's Remedy currently operates two retail dispensaries, in Millbury, MA and Tyngsborough, MA, and a 50,000 sq. ft. cultivation and production facility in Lakeville, MA with approximately 33,000 sq. ft. of high-quality indoor flower canopy and state-of-the-art extraction and manufacturing capabilities. The Company's entrance into Massachusetts marks the seventh state where it operates cannabis assets and the third state where it is vertically integrated. The Company expects to execute on, and expand, Nature's Remedy's wholesale revenue in the fourth quarter, driven by additional cultivation capacity as well as the planned resale of excess inventory at the Lakeville facility.

California Operations:

The Company currently operates two licensed dispensaries in Santa Barbara and Palm Springs, California, and has plans to open two additional dispensaries in Grover Beach and Culver City, California.

In July 2020, Jushi acquired GSG SBCA, Inc., a licensed Santa Barbara dispensary. The dispensary was opened in October 2020. The city of Santa Barbara is a limited license market and currently allows for only three dispensaries to operate in the jurisdiction.

In April 2021, the Company closed on its previously announced acquisition of 100% of the equity of Organic Solutions of the Desert ("OSD"), an operating dispensary located in Palm Springs, California. OSD is well positioned across the street from Palm Springs International Airport and has ample dedicated parking spots. The Company is in the process of renovating the dispensary, which is expected to be completed in in Q1 2022. At completion, the dispensary will feature the Company's new California design concept, including enhanced product engagement, value add-ons at check-out, and mobile point-of-sale and check-in units.

In March 2021, the Company acquired 78% of the equity of a retail license holder in Grover Beach, California, with the rights to acquire the remaining equity in the future. The city of Grover Beach is a limited license jurisdiction where a maximum of four retail licenses are permitted. Upon completion of the build-out of the new BEYOND/HELLO™ in Q1 2022, this location will be the fourth and final retail dispensary permitted in Grover Beach.

On December 17, 2020, one of the Company's subsidiaries entered into a long-term lease agreement for a bespoke, ground-up build in Culver City. The Company also received approval to move forward in the merit-based application process as one of three selected applicants for a storefront retail (and ancillary delivery) permit in Culver City, California. The Company expects to open the dispensary in 2022.

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Jushi Holdings Inc. published this content on 24 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 November 2021 13:29:10 UTC.