Jushi Holdings Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2022


17. EARNINGS (LOSS) PER SHARE

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
Numerator:
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)

Denominator:
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