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DooDiligence

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Everything posted by DooDiligence

  1. BABA because I've succumbed to the Gamblers fallacy with a tiny dash of imaginary insurance via halo effect. IOW, I know I'm gambling on a possible short term reversal that someone smarter than me has long term faith in. I'll likely be disappointed.
  2. Agree completely with everything you're saying. My bipartisan view is that both sides of the aisle need a thorough cleaning. Get rid of Nancy Pelosi & Elizabeth Warren + many more tenured Democrats. Get rid of Mitch McConnell & Ted Cruz + many more tenured Republicans. Taxpayer funded campaigns might just make them beholden to us rather than concentrated special interests. End of my rant(s). Apologies for polluting the board.
  3. Now we’ve come back full circle. Incentives for our national leaders are not aligned with what’s good for the country as a whole. The longest tenures go to those who have the skills to attain and remain in office but who lack the abilities (and will) to execute plans and legislation that are in the best interest of our country. Term limits. One and done. Campaign finance reform. Publicly funded campaigns. No private or personal funds allowed. Run out of $, too bad. Run out of time, back to the private sector. Passing on massive estates ensures the consolidation of power and perpetuates misaligned incentives and incompetence. Evolution now or revolution later.
  4. Schools, roads, bridges all just appear out of thin air. Soldiers build their own weapons & fight for free. What a country...
  5. $3.5m is not what I'd consider a large estate. I'm not smart enough to figure where the line should be drawn. Some kind of progressive schedule starting at ???
  6. Inheritance is a form of income and income is legit taxable. Silver spoons don't feed based on merit. Misaligned incentives make for bad executives / legislators / legislation / adjudicators. https://ips-dc.org/press-release-americas-wealth-dynasties-2021/
  7. Masa in drag, with a shorter singularity horizon?
  8. I agree but am not intelligent enough to decide where to draw the line.
  9. Complicated problem. Thune seems like one of the decent ones.
  10. www.jdsupra.com/legalnews/estate-planning-for-family-farms-what-88012/
  11. Speaking of NetJets, www.forbes.com/sites/douggollan/2021/08/26/three-prominent-players-suspend-jet-card-sales/?sh=1b309c8a2409
  12. The pumps are an important part of this system. We'll see. https://abcnews.go.com/Technology/wireStory/explainer-orleans-protected-hurricane-79693042
  13. http://csinvesting.org/wp-content/uploads/2016/02/Nick-Train-The-King-of-Buy-and-Hold.pdf
  14. This one looks bad. East is the least favorable quadrant. Here's to hoping it wobbles even further west and that BRK hasn't written much in the sunbelt. - My neighbor bought one of these last week, https://generark.com/products/home-emergency-power-supply - Thanks for the link. Coincidentally, I plan on taking Meteorology as my physical science next semester. - I hope your canoe stays dry.
  15. Holy crap, stay safe Breauxs. I've got space over here if anyone's evacuating & can't find a room. https://apnews.com/article/new-orleans-storms-hurricanes-tropical-storms-science--d4b3399437cc5ccb7e76aa270a63f724
  16. I agree with everything except the part about Mexican dirt weed. Seriously though, the "medicinal" part is a ruse to get it removed from schedule I status. Schedule I substances, such as marijuana, are substances that have "a high potential for abuse" with "no currently accepted medical use in treatment in the United States" and that cannot safely be dispensed under a prescription.
  17. This? “It is remarkable how much long-term advantage people like us have gotten by trying to be consistently not stupid, instead of trying to be very intelligent.” www.cnbc.com/2017/08/04/charlie-munger-the-power-of-not-making-stupid-decisions.html
  18. That's an extremely difficult business to build. Lots of paranoid networking in clubs to find volume purchasers & there are quite a few under-covers looking for you. There's plenty of supply available from bootleggers but it's definitely a wild west scenario. These dispensaries have a license to print money. I'm still betting on Altria to build a business in this market. On another note, check out this numbnuts LinkedIn profile, www.linkedin.com/in/howard-willard-1132771a9
  19. Here's a nice little vertically integrated "seed to sale" rollup (pun fully intended), with lots of hair on it. TRUL Trulieve Cannabis Corp. (together with its subsidiaries, “Trulieve” or the “Company”) was incorporated in British Columbia, Canada. Trulieve (through its wholly-owned subsidiaries) is a vertically integrated cannabis company which currently holds licenses to operate in six states Florida, Massachusetts, California, Connecticut, Pennsylvania and West Virginia, to cultivate, produce, and sell medicinal-use cannabis products and, with respect to California and Massachusetts, adult-use cannabis products. As of June 30, 2021, substantially all of our revenue was generated from the sale of medical cannabis products in the State of Florida. To date, neither the sale of adult-use cannabis products, nor our operations in Massachusetts, California, Connecticut, Pennsylvania, and West Virginia, have been material to our business. In July 2018, Trulieve, Inc. entered into a non-binding letter agreement (“Letter Agreement”) with Schyan Exploration Inc. (“Schyan”) whereby Trulieve, Inc. and Schyan have agreed to merge their respective businesses resulting in a reverse takeover of Schyan by Trulieve, Inc. and change the business of Schyan from a mining issuer to a marijuana issuer (the “Transaction”). The Transaction was completed in August 2018 and Schyan changed its name to Trulieve Cannabis Corp. --- There's a lot of dilution going on with acquisitions and financing is done at less than desirable rates which probably reflects the risk associated with the business. Private placement notes of $130mm are due in 2024 and have warrants attached. On December 10, 2020, the Company entered into a Supplemental Warrant Indenture with Odyssey Trust Company pursuant to which it amended the terms of the issued and outstanding subordinate voting share purchase warrants of the Company (the “Public Warrants”) to convert the exercise price of the Public Warrants to $13.47 per share, the U.S. dollar equivalent of the Canadian dollar exercise price of the Public Warrants of C$17.25. The U.S. dollar exercise price was determined using the U.S. dollar exchange rate published by the Bank of Canada as at the close of business on December 9, 2020 of C$1.00 = $0.781. The June Warrants and November Warrants converted to equity as per ASC 815-40, at an expense of $25.5 million and $27.1 million, respectively. In 2019, the Company completed two private placement arrangements (the “June Notes” and the “November Notes”), each comprised of 5-year senior secured promissory notes with a face value of $70.0 million and $60.0 million, respectively. Both notes accrue interest at an annual rate of 9.75%, payable semi-annually, in equal installments, in arrears on June 18 and December 18 of each year. The purchasers of the June Notes received warrants to purchase 1,470,000 Subordinate Voting Shares and the purchasers of the November Notes received warrants to purchase 1,560,000 Subordinate Voting Shares, which can be exercised for three years after closing. The fair value of the June Notes was determined to be $63.9 million using an interest rate of 13.32% which the Company estimates would have been the coupon rate required to issue the June Notes had the financing not included the June Warrants. --- The construction finance liability includes the sale & leaseback of properties used for cultivation. In July 2019, the Company sold property it had recently acquired in Massachusetts for $3.5 million, which was the cost to the Company. In connection with the sale of this location, the Company agreed to lease the location back for cultivation. The landlord has agreed to provide a tenant improvement allowanace (“TI Allowance”) of $40.0 million, which was dispensed in its entirety as of December 31, 2020. The initial term of the agreement is ten years, with two options to extend the term for five years each. The initial payments are equal to 11% of the sum of the purchase price for the property and will increase when a draw is made on the TI Allowance. In addition, a 3% increase in payments will be applied annually after the first year. As of June 30, 2021, the total finance liability associated with this transaction is $44.3 million. In October 2019, the Company sold property in Florida in exchange for cash of $17.0 million. Concurrent with the closing of the purchase, the buyer entered into a lease agreement with the Company, for continued operation as a licensed medical cannabis cultivation facility. The initial term of the agreement is ten years, with two options to extend the term for five years each. The initial annualized payments are equal to 11% of the purchase price for the property. A 3% increase in payments will be applied annually after the first year. As of June 30, 2021, the total finance liability associated with this transaction is $17.3 million. In October 2019, prior to acquisition by the Company, PurePenn, LLC (“PurePenn”) sold their cannabis cultivation facility in Pennsylvania for $5.0 million. Simultaneously with the closing of the sale, PurePenn agreed to lease the cultivation facility back. The initial term of the lease is fifteen years, with two five-year options to renew. The landlord has agreed to provide a TI allowance of $21.0 million as an additional component of base rent. Payments are made based on one twelfth (1/12) of the TI allowance dispersed with 12.75% due for the first $5.0 million and 13.75% thereafter. On March 8, 2021, the Company entered into an amendment with the landlord to increase the tenant improvement allowance to $36.5 million at a rate of 10.75% on the additional allowance in excess of $21.0 million. As of June 30, 2021, $23.8 million of the TI allowance has been provided. As of June 30, 2021, the total finance liability associated with this transaction is $28.7 million. They now own PurePenn. On November 12, 2020, the Company acquired 100% of the membership interests of both PurePenn, LLC, which holds a permit to cultivate and process medical marijuana in Pennsylvania, and Pioneer Leasing & Consulting, LLC (collectively “PurePenn”). The purpose of this acquisition was to acquire the cultivation and manufacturing facility located in McKeesport, Pennsylvania. --- There are multiple classes of shares and this is where I really get lost: Subordinate voting (1 vote / share) unlimited Multiple voting (100 votes / share) unlimited Super voting (200 votes / share) unlimited --- Related party info: The Company had raised funds by issuing notes to various related parties including directors, officers, and shareholders and the balance at June 30, 2021 and December 31, 2020 was $12.0 million and $12.0 million, respectively, as discussed in “Note 8 – Notes Payable Related Party”. J.T. Burnette, the spouse of Kim Rivers, the Chief Executive Officer and Chair of the board of directors of the Company, is a minority owner of a company (the “Supplier”) that provides construction and related services to the Company. The Supplier is responsible for the construction of the Company’s cultivation and processing facilities, and provides labor, materials and equipment on a cost-plus basis. At June 30, 2021 and 2020, property and equipment purchases totaled $76.4 million, and $35.9 million, respectively. As of June 30, 2021 and December 31, 2020, $13.8 million and $10.4 million of property and equipment purchases was included in accounts payable in the condensed consolidated balance sheets. The use of the Supplier was reviewed and approved by the independent members of the Company’s board of directors, and all invoices of the Supplier are reviewed by the office of the Company’s Chief Legal Officer. --- Legal problems resulting from the property shell game, On December 30, 2019, a securities class-action complaint, David McNear v. Trulieve Cannabis Corp. et al., Case No. 1:19-cv-07289, was filed against the Company in the United States District Court for the Eastern District of New York. On February 12, 2020, a second securities class-action complaint, Monica Acerra v. Trulieve Cannabis Corp. et al., Case No. 1:20-cv-00775, which is substantially similar to the complaint filed on December 30, 2019, was filed against the Company in the United States District Court for the Eastern District of New York. Both complaints name the Company, Kim Rivers, and Mohan Srinivasan as defendants for allegedly making materially false and misleading statements regarding the Company’s previously reported financial statements and public statements about its business, operations, and prospects. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC Rule 10b-5 promulgated thereunder. The complaint sought unspecified damages, costs, attorneys’ fees, and equitable relief. On March 20, 2020, the Court consolidated the two related actions under In re Trulieve Cannabis Corp. Securities Litigation, No. 1:19-cv-07289, and appointed William Kurek, John Colomara, David McNear, and Monica Acerra as Lead Plaintiffs. www.mortonstreetgroup.com/blog/three-takeaways-from-the-trulieve-complaint --- This is my short take from the latest Q up to the MD&A. I have to go to class and will decide whether it's worth reading the MD&A when I get back home. VERY hairy but jeez, that growth + the ability to capture value throughout the chain...
  20. Same here. --- edit: also, for those interested, https://docoh.com/spacs and https://docoh.com/social (Reddit activity) more...
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