Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Sep. 30, 2022
Earnings Per Share [Abstract]  
The reconciliations of the net income (loss) and the weighted average number of shares used in the computations of basic and diluted Earnings (loss) per share attributable to Jushi shareholders are as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Net (loss) income and comprehensive (loss) income attributable to Jushi shareholders $ (54,696) $ 39,744  $ (62,387) $ 11,695 
Less undistributed net income (loss) for participating securities 455  (422) 532  (120)
Net (loss) income and comprehensive (loss) income - basic (54,241) 39,322  (61,855) 11,575 
Dilutive effect of net income from derivative warrants liability (6,396) (55,021) (63,277) (66,125)
Net loss and comprehensive loss attributable to Jushi shareholders - diluted $ (60,637) $ (15,699) $ (125,132) $ (54,550)
Weighted-average shares of common stock - basic 192,880,468  168,801,193  189,119,282  163,345,527 
Dilutive effect of derivative warrants 10,289,463  30,479,959  16,576,308  32,596,551 
Weighted-average shares of common stock - diluted 203,169,931  199,281,152  205,695,590  195,942,078 
Net (loss) income per common share attributable to Jushi:
Basic $ (0.28) $ 0.23  $ (0.33) $ 0.07 
Diluted $ (0.30) $ (0.08) $ (0.61) $ (0.28)
On August 9, 2021, all the 149,000 previously issued and outstanding Super Voting Shares and all the 4,000,000 previously outstanding Multiple Voting Shares were converted into SVS in accordance with their terms as described in Jushi Holdings Inc.’s Articles of Incorporation. Refer to Note 13 - Equity. The number of basic and diluted weighted-average shares outstanding for 2021 assumes the conversion of the Multi Voting Share and Super Voting Shares into SVS as of the beginning of the year. Other than voting rights, the Multi Voting Shares and Super Voting Shares had the same rights as the SVS and therefore all these shares are treated as the same class of common stock for purposes of the earnings (loss) per share calculations.
The Company’s issued and outstanding number of common stock (SVS) includes (1) unnvested restricted stock awards in which the participants have forfeitable rights to dividend or any other distributions declared during the restricted period and (2) shares issued to employees for which a corresponding non-recourse promissory note receivable with the employee is outstanding until the notes are repaid (which are considered to be participating securities). Holders of restricted stock awards are not obligated to participate in losses until the shares are vested. As of September 30, 2022 and 2021, the number of participating securities were 1,500,000 and 2,116,677, respectively.
Basic and diluted earnings (loss) per share attributable to Jushi shareholders are presented in conformity with the two-class method required for participating securities. The two-class method determines earnings (loss) per share for each class of common stock and participating securities according to dividends or any other distributions declared during the restricted period and their respective participation rights in undistributed earnings.
Basic weighted-average shares of common stock for each of the periods presented exclude the weighted average shares of unvested restricted stock awards and participating securities. Basic earnings (loss) per share attributable to Jushi shareholders is computed by dividing the net income (loss) and comprehensive income (loss) – basic by the basic weighted-average shares of common stock. Diluted earnings (loss) per share attributable to Jushi stockholders are computed by dividing the net income (loss) and comprehensive income (loss) – diluted by the diluted weighted-average
shares of common stock, which includes all potentially dilutive common stock equivalents, such as stock options, warrants, and convertible promissory notes.
The following table summarizes equity instruments that may, in the future, have a dilutive effect on earnings (loss) per share, but were excluded from consideration in the computation of diluted net loss per share for the three and nine months ended September 30, 2022 and 2021, because the impact of including them would have been anti-dilutive:
September 30,
2022 2021
Stock options 28,428,120  10,921,452 
Warrants 28,840,202  28,995,403 
Unvested restricted stock awards 1,237,069  3,666,511 
Convertible promissory notes 910,000  910,000 
59,415,391  44,493,366