Good morning, and welcome to the Trulieve Cannabis Corp.'s Harvest acquisition call. My name is Deborah, and I will be your conference operator today. As a reminder, this conference call is being recorded. I would now like to introduce your host for today's conference, Ms. Christine Hersey, Director of Investor Relations of Harvest. You may begin. Thanks, Deborah. Good morning, ladies and gentlemen, and thank you for joining us today to discuss the announced definitive arrangement agreement to acquire Harvest Health & Recreation. With me on the call today are Kim Rivers, Chief Executive Officer of Trulieve, and Steve White, Chief Executive Officer of Harvest. Following the prepared remarks, we will open the call to questions. Before we get started, I would like to note that today's call is being recorded for the benefit of investors, individual shareholders, the media, and other interested parties. Please remember, statements made during this call that are not historical facts constitute forward-looking statements. These statements are subject to risks, uncertainties, and other factors that could cause our actual results to differ materially from our historical results or from our forecasts, including the risks and uncertainties described in the company's filings with the Securities and Exchange Commission, including Item 1A risk factors of the company's annual report on Form 10-K for the year ended December 31st, 2020. Although the company may voluntarily do so from time to time, it undertakes no commitment to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. A presentation on today's announcement may be found on both companies' websites, trulieve.com and harvesthoc.com. In addition, a webcast of today's conference call will be available on the Trulieve website later today. Now, I will turn the call over to Trulieve CEO, Kim Rivers. Good morning, everyone, and thank you for joining us on short notice. I have the pleasure to be with you today from Harvest headquarters in Arizona. I'm here with Steve White, Chief Executive Officer of Harvest, who just announced a fantastic quarter, beating consensus by a wide margin with revenue of $88.8 million and tripling their Adjusted EBITDA from Q4 to $26.9 million, a 30% margin. Congratulations, Steve and the entire Harvest team. As you have seen from this morning's news, we have reached an agreement to acquire all the issued and outstanding shares of Harvest. Harvest is a multi-state operator in nine states with 39 operational dispensaries that include a leading presence in Arizona and nearly 880,000 sq ft of active cultivation and processing at 12 state-of-the-art facilities throughout the country. The combined company's footprint will include over 3.1 million sq ft of cultivation and production and 126 dispensaries open today or pending acquisition, with more stores to open in 2021, and we will be in 11 states across three hubs, including a presence in six cannabis states that had a combined market of $9 billion in 2020. We are bringing together two leading cannabis companies who, by joining forces, will create one of the world's largest cannabis companies by operational retail and cultivation footprint and the most profitable public cannabis company in the U.S., ready for accelerated growth. Harvest strengthens our financial profile. On a combined basis, 2020 revenue was approximately $753 million, with $266.3 million of Adjusted EBITDA. Based on 2021 consensus, we have a leading revenue profile with a combined revenue of $1.34 billion and an Adjusted EBITDA of $461 million, and that was before Harvest Adjusted EBITDA margin increase announced earlier this morning. Easily the most profitable U.S. MSO based on Adjusted EBITDA. Trulieve and Harvest share similar philosophies regarding ensuring customer engagement, building scale, and understanding the supply chain. We are very much aligned as companies, and we believe that its fundamental values in a combined MSO will deliver substantial benefits. Our disciplined approach of not aggressively putting up flags across the U.S. or internationally, but instead focusing on going deep in our home states, is a strategy that has worked well for Harvest in Arizona, and it has worked well for Trulieve in Florida. As our shareholders have come to expect from us, we are doing this deal the Trulieve way, relying heavily on our M&A criteria of a strong management team with local expertise, similar core values with a customer-centric approach, strong brand awareness, and an accretive deal that delivers shareholder value. Harvest brings all of that to the table and much more. This deal will create one of the world's leading cannabis companies focused on being the brand of choice for consumers. This transaction is more than a step forward. It is a significant leap towards Trulieve's stated goal of national expansion through our hub model and supports our strategy of going deep in the most attractive markets to solidify our position. By entering the right states and understanding the customer preferences in those core markets, we can achieve more together than each of us could separately, bringing our cannabis brands to a larger market stretching across the United States. The opportunity ahead is compelling for our shareholders. Harvest broadens the Trulieve national footprint, notably welcoming Arizona and Maryland to our portfolio. Further, this deal is important, not only because it deepens our Northeast and Southeast hubs, but this transaction establishes our entry into the Southwest hub anchored by Arizona. With 15 operating dispensaries and three additional opening within the next 12 months and nearly 330,000 sq ft of cultivation and production facilities and more under construction, Harvest is the market leader in Arizona. Harvest will also add to Trulieve's broad product portfolio by offering patients and customers a wide array of products across all categories, including edibles created specifically for the adult use market. With branded products across value, mid-market, and premium categories, and third-party brand partners, we will deliver a full spectrum of products for every consumer choice in medical and recreational markets. Having the opportunity to work with Harvest to combine innovation and customer insights will deliver market-leading brands to our patients and customers in retail and give us broader depth as we look to wholesale opportunities. With our industry-leading scale, depth in the markets we enter, and strong product lines and brand opportunities, this is a compelling combination that offers an expanded runway for growth. Also key to this transaction, as mentioned earlier, is that it is accretive. Profitability is crucial as we build for our future and continue to invest in our business. Our strength in the capital markets, operational cash flow, and industry-leading profitability allow us the opportunity to invest in our business, and we have done so smartly. Trulieve has established itself as a leader in this highly competitive industry, and we intend to leverage our combined financial and bench strength. Trulieve brings Harvest the option to retire all of its debt while allowing Trulieve to maintain a healthy cash reserve. The Harvest team fortifies our extended bench strength nationally, delivering a team with local community connections, plus the experience building out operations across multiple markets simultaneously. Their team has the skills, enthusiasm, and commitment to work alongside Trulieve to create the preeminent cannabis company. Turning to look at the specific terms of the agreement, Trulieve will acquire all the issued and outstanding Harvest shares, with Harvest shareholders receiving 0.117 of a Trulieve share for each Harvest share. This implies a price per Harvest share of $4.79, which represents a 34% premium to the May 7th, 2021, closing price. After giving effect to the transaction, Harvest shareholders will hold approximately 26.7% of the issued and outstanding Trulieve shares on a fully diluted basis. We would encourage shareholders to refer to our press release, issued this morning, for further terms of the transaction. I'll now turn the call over to Steve White to add his perspective, and I will return for a closing statement before opening for questions. Steve? Thanks, Kim. This is an exciting day for both of us, and I'm happy to have you here in Arizona for this monumental announcement. Since our founding in 2011, Harvest has had a long, successful track record as a multi-state operator. Our organization has won licenses and developed operating assets in 13 states over the past decade. Harvest spent years building its market-leading presence in Arizona through a combination of organic license awards and targeted acquisitions. This morning, we reported record revenue of $88.8 million in Adjusted EBITDA of $26.9 million. Our strong results reflect the positive impact of adult use sales in Arizona and underscores the benefit of achieving scale in core markets. As I stated before, our team did a phenomenal job preparing for the launch in Arizona, and I'm confident that this experience will be very useful as additional markets open up to allow adult use in the next few years. We're very excited to be joining Trulieve, creating a leading cannabis company with scale and presence in core markets. This transaction affords us greater access to capital and the opportunity to more fully build out assets ahead of significant future catalysts. We strongly believe the combined organization will be extremely well-positioned to identify attractive opportunities and build industry-leading operations for years to come. I'll now turn the call back to Kim. Thanks, Steve. We're very excited about our acquisition of Harvest, creating an unparalleled platform for continuing growth and delivering value to our shareholders. It is our first major multi-state acquisition and the most prominent U.S. combined cannabis deal to date. Harvest is aligned with our strategy to grow our national hub model presence, gives us additional depth and reach in adult use markets, and will position us as one of the largest and most experienced multi-state operators in the world, ready to generate significant growth opportunities. With that, I'd like to thank you all for joining us this morning. As I said recently regarding an award we won for 2020 growth, you ain't seen nothing yet. Today, this deal is the start to that promise, and we are thrilled to be sharing this news with you, our shareholders. As I always say, onwards. Thank you, Kim and Steve. Deborah will now open the line for any questions. If you would like to ask a question, please press star one on your telephone keypad. We'll pause for just a moment to compile a Q&A roster. Again, that is star one. Please hold for your questions. Your first question comes from the line of Kenric Tyghe. Thank you. Good morning. Congrats on the transaction. Obviously, huge news for both the companies and in the space. If I could just very quickly, Kim, Arizona is and remains Harvest's crown jewel, but clearly, there's a lot more to the story. When you look to 2021, or perhaps more relevant, looking out to 2022, what are the biggest game changes this creates for you as a combined entity, and what are the opportunities you're most excited about over the first year to 18 months of being a combined entity? There's a lot to be excited about here. Certainly, I would say the fundamental underlying strategy of the combined company to continue to focus on our core markets, which have incredible growth trajectories ahead in their current state, but also have pending catalysts. Having the ability to have a scaled platform to be able to fully take advantage of those catalysts is very exciting. Of course, as we think about, again, further diversification in a smart way, by going deep in those core markets and again, focusing on profitability, it really sets us up to take advantage of the future, which we know is going to continue to be a bright one. Thank you, Kim. Just on that note, are there any markets here where we should be mindful of, or there are risks to moving forward? Pennsylvania strikes me as one where you'll be bumping up against some of those limits. Anything you can sort of speak to in terms of how you will look to proceed and your confidence with moving this through for a Q3 close? Yeah. We, of course, did extensive diligence, as anyone would do in a transaction of this magnitude. We look forward to working with regulators in each of the markets that we'll be moving into as a result of this deal, to make sure that first and foremost, of course, we're in compliance with any state rules. We are confident that we will receive, at the end of the day, the value for this transaction as we anticipated, again, through our diligence. The Northeast hub is an important hub for us, and it's been an important market for Harvest, and we believe that we'll continue to be able to take advantage of a strong platform in that market and the surrounding markets. Great. Thank you. Congrats again, I'll get back in the queue. I know it's a busy lineup. Thank you. Thanks. Your next question comes from the line of Andrew Partheniou. Hi. Congrats on this monumental deal. Thanks for taking my question. Maybe the first one, for Kim. You've taken a very thoughtful approach on how you plan to announce your M&A over these past couple of years. This is obviously the largest in the industry and the largest for you as well. Could you give a little bit more color on, as you scan the industry for potential acquisitions, what made Harvest really stand out versus the other competitors? How do you see the integration of the two companies proceeding with any kind of potential synergies that you could talk to? I've gotten to know Steve for a number of years. There's actually a bit of a funny story there. He was one of the first CEOs that I met after going public, at a conference, down in Miami, and we were on a panel together, and at that point in time, I was just blown away that there weren't any other companies that were talking about profitability and specifically EBITDA. I met Steve, and he was. We have stayed in touch over the years and have been watching as Harvest has really regained its footing, and returned to its foundation with a focus on profitability and a focus on doing what it has always done historically, which is focusing on those core markets, specifically in Arizona. We were blown away, as I'm sure most of you were, in terms of their execution and just the way that they moved into the recreational market here in Arizona. It was seamless, and it was really impressive to watch. As we've watched Harvest over the last 12 months really reposition itself and learn from what many of our peers have suffered from, right, which is that overextension, they were able to dial back. They've learned from that, and now they're really dialed in and focused on their key markets and taking advantage of their scale in those markets. For us, it was a natural fit. Trulieve has always focused, again, first and foremost on fundamentals. We focused on having deep relationships with our customers, understanding our patients and customers better than anyone else. We saw in Harvest the same values and the same focus, and the same discipline. For us, when we talk about, and turning to your integration part of the question, we think it's going to be a natural fit. Our teams have worked incredibly well together, over the course of diligence and over the course of negotiating this transaction. We're excited to have them as partners moving forward. The integration will be a thoughtful one, because obviously it's very important to get that right. We'll be spending our time and making sure that folks are aligned and that we're bringing our operations into one new combined company, and we very much look forward to doing that. Thanks for that. Just following on the previous question, just to make sure that we're interpreting this correctly, in the markets where you have some overlap, Pennsylvania, Florida, do you envision a scenario where the combined company gets to keep some of those licenses, or is there a plan to divest all of that? Again, we're going to be working with regulators to make sure that we're first and foremost in compliance, right? The transaction has been previewed with regulators as appropriate in given markets, and those conversations will begin in earnest this week. I think that, as I mentioned before, certainly we believe that there is a path to ensure that we're able to maintain the value as contemplated during the diligence and during the negotiations of the transaction. Really, at the end of the day, it's going to be a conversation with the regulators. We'll, of course, let you all know as soon as we have additional details. Thanks for that, and I'll get back in the queue. Congrats again. Thanks so much. Your next question comes from the line of Derek Dley with Canaccord Genuity. Yeah. Hi, thanks, and congratulations on the announcement this morning. I've got a couple questions. One, I wanted to talk about Arizona in particular, represents a new market for you. Just, I'd be curious to hear your thoughts on how you intend to approach this market, given that it is much more of a recently robust rec market than anything in your current footprint. Just wondering how your approach to this market might be any different tactically than in any of your existing markets. The great news with respect to Arizona is I'm sitting at the table with the CEO of the leading cannabis company in Arizona. I think that certainly we're going to take our cues from the Harvest team, who have done a phenomenal job in establishing themselves as the market leader in Arizona with a focus on execution. We'll be here to support them and to make sure that we're adding any expertise that we can. I think that's one of the other great things about this transaction is having the ability to bring expertise from each of our teams and combine those, and deploy them in other markets and cross-functionally across the organization, which we're very much looking forward to. Arizona is a fantastic opportunity, and the Harvest team has done, again, a phenomenal job, and we look forward to learning as much as we can from them and being here to support them as they continue their growth. Okay, great. Turning a little bit to just to capital investment here. Once this transaction closes, you're going to be the leader in three of the most, if not the three most attractive states within the U.S. Can you maybe just talk about some priorities for capital investment within those markets going forward? Sure. As you stated, we're going to have a significant footprint in three different regions and three very attractive markets that we're going to continue to invest in. When you look at markets like Florida, Pennsylvania, Arizona, Maryland, those are markets with incredible runway ahead of them, and we look forward to being able to deploy capital strategically in those markets to achieve high ROI, like we've had a track record of doing since inception at Trulieve. Certainly, and if you listened to the Harvest call this morning, we're very much aligned in injecting capital in core markets with expected return to increase value, and we'll continue to do that. In addition, I should note that what's also exciting about this transaction that we haven't touched on is both of our teams' experience and applications in new markets. We definitely look forward to, again, working together on best practices and combining our strengths there to not only win in new attractive states, but also, of course, then to be able to quickly execute. We'll be deploying capital in those new markets as well, which I think there'll be plenty of those opportunities over the next 12 months. Great. Congrats again. Thank you. Thanks, Derek. Your next question comes from the line of Russell Stanley with Beacon Securities. Thank you. Good morning, and congratulations. I guess, just following up on a prior comment around additional markets. Harvest already has, I guess, beachheads in some markets outside of its four core markets. Just wondering, do those markets now become a little more prioritized for growth capital going forward? Yeah. Thanks, Russ. Again, we share, I would say, the core value of going deep and identifying markets that we believe have significant runway and are attractive for additional capital investment. We're going to continue to focus on those core markets first and foremost. Not to say that, of course, additional markets may not become attractive, right? With additional catalysts that could come into those markets, which would then, we reserve the right to reshuffle those priorities. For now, we're very much aligned in ensuring that the markets that we've jointly identified as those core markets that we're continuing to focus to ensure that we're maximizing opportunity and return there. Great. Thanks for that. Just my last question. Just wondering on the regulatory front, first, when do you anticipate making your initial filings with respect to HSR? Secondly, I apologize if I missed it, have you pegged an anticipated closing date, understanding there are a lot of moving pieces here? Yeah. We'll be filing HSR here very shortly. Our teams, of course, are working on that and have been working on that in the background. I don't have any and wouldn't want to speculate in terms of dates, just because there are, of course, unknowns. We're going to be moving, and it's our joint kind of goal to move as quickly as possible on all filings and all approvals. Again, we'll let you guys know as that progresses. Excellent. Thank you for the color. Your next question comes from the line of Matt McGinley with Needham. Good morning. Thanks for taking my question. On the state regulatory caps, can you walk us through what the statutory caps are in Pennsylvania for dispensaries and cultivation? In Florida, if you can't control two of the MMTC licenses in Florida, can you transfer assets, or are they locked in with the operating license? Yeah. Thanks, Matt. Again, I think it's probably best for us to update you all after we've had conversations with regulators, and we'll happily give you all additional color as we have additional color. I don't want to speculate or assume anything before having those appropriate filings and subsequent conversations with regulators. In Florida, certainly there is a path for asset transfer that has been successful in the past with other folks, and something that we will be talking with our regulator about in Florida. On the debt, Kim, I believe you said it in the prepared remarks, but are there any change of control provisions on Harvest debt? Will Trulieve refi that debt or use existing cash balances to retire it? The great thing around the debt is that we have a lot of flexibility and plenty of options around the debt. We're looking forward to getting through, of course, regulatory approvals that are required, and then working alongside Harvest to reposition the debt at significantly more attractive rates and/or potentially partial cash. Again, more to come on that. We certainly feel that we're in a good spot with increased flexibility around options to deal with the debt. Okay, great. Thank you very much. Your next question comes from the line of Vivien Azer with Cowen. Hi. Good morning, and congrats on the transaction. My first question please, more of a strategic one. As Kim, you and Steve have come together to build more of a national footprint, in particular now with exposure to the West Coast, how are you thinking about brand alignment over time? Obviously, you don't want to disenfranchise any of the existing Harvest customers. I would think now that you have both presence on the East Coast and the West Coast, over time, brand alignment might be a consideration. Can you speak to that, please? Thank you. Vivien, that's exactly right. First of all, we're not rushing into anything here. I think it's very important for us to be thoughtful and for us to be strategic as we think about brand. We'll be doing a deep dive into brand equity and evaluating that brand equity. Certainly, the thought would be that over time, we would be moving towards a unified brand platform. However, I will say that I think more quickly, we certainly will be working on product brands and product brand alignment across states and across markets. That would be reciprocal with both Trulieve and Harvest-branded products, which we're very excited about being able to offer that additional depth of product selection to our customers and patients. Perfect. That makes sense. Thanks. Just for my follow-up, in terms of best practices, are there any kind of capabilities that you saw inside of Harvest that you at Trulieve would try to leverage? I know, Kim, you speak a lot about your consumer loyalty program, that seems like that's pretty well intact on the Trulieve side. Is it SAP implementation? Anything that you think kind of can accelerate the flywheel, if you will? Thanks. Yeah. Of course. I think first and foremost, again, going back to their incredible execution in the launch of recreational sales in Arizona and watching that roll out, certainly, we think we have lessons to be learned there that will be applicable as that catalyst hits across other markets in this combined portfolio. A focus on KPIs. Certainly, they've got a customer insight team that we're very excited to work with, not only, of course, in Arizona, but across all of our other markets. There are a lot of areas where we believe that our combined teams are going to be sharing in expertise and really, again, being able to accelerate that ROI in our market. I think that from our side, certainly excited to get in and assist where we can on cultivation expansion and a scaled platform, and continuing to accelerate a scaled cultivation platform in Arizona along with other core markets. The Arizona opportunity really cannot be understated at this point, and learning as much as we can from one another, because this is exactly the roadmap that's going to play out in other markets on the East Coast. Perfect. Thank you, and congrats again. Your next question comes from the line of Pablo Zuanic with Cantor Fitzgerald. Good morning. Congratulations, Kim and Steve. Kim, the way I would ask the question is, yes, congratulations. But $2.1 billion is a lot of money. I understand that Trulieve, this is not your last transaction. You have aspirations of being a large, very profitable MSO. One would think, why not assets in New York or New Jersey? I understand it's not either/or, right? In very simple terms, tell me why I'm thinking about this the wrong way. I would say Harvest doesn't add anything really to you in Florida. In Pennsylvania, you already have six stores with a Philly deal. You're adding nine stores. They are going for $20 million. It'll be $180 million. Maryland, three stores. I'm getting $1.8 billion for the Arizona franchise. They are going for about $20 million a store. I'm sure I'm wrong about that, and I'm not factoring cultivation, but I'm just saying strategically, maybe this sets you back about future deals in other regions that may be more strategic. In terms of footprint, you were already in P.A. and of course in Florida. The value for to me is Arizona, but $1.8 billion for Arizona for 15 stores. I mean, tell me why I'm wrong. Thank you. Yeah, Pablo. First and foremost, this isn't an asset collection. I want to start there, and say that this is a successful going concern business with well over 1,000 employees and extensive operations, not just in Arizona, not just a number of stores, not just the particular assets again, but this is a combined company transaction. I think, I would take issue by saying that, one, each store is created equally. I think we've proven time and time again, particularly with our footprint in Florida, that all stores are not created equally, and you can't just say because someone has X number of stores or X amount of footprint, that therefore that translates or should be translated into X dollars of value without looking at it on a holistic basis. Certainly, I think that our track record is strong in terms of how we vet M&A, how we vet management teams, how we look at transactions, again, through that holistic lens. We looked at this deal as, one, on a relative basis and a relative contribution basis. With Harvest's recent performance, which, again, was unbelievable in terms of not only their top line, but importantly for us, their bottom-line profitability. We're very comfortable that this deal is, again, one, it's accretive, and two, it's a great deal for today, but it's an even better deal for the future. We are setting up a company that can take advantage of, one, the current markets that we're in, and certainly growth opportunity in those current markets. More importantly, we're poised for catalysts that are yet to come, but we all know and we can see them on the horizon. From my perspective, I would tell you that it's not a collection of things. Instead, it's a phenomenal company that we're very excited to be combining with. I'll let Steve add his thoughts on that as well. Yeah. Thanks, Kim. Pablo, the reason, I think we've, as an industry, moved beyond looking at this as a collection of assets. If you actually flip your question on its head and you were to ask me that we basically sold the company for a Florida asset, you would realize that the question itself doesn't fully understand the scale in that a store isn't a store, a cultivation facility isn't a cultivation facility. You really do have to look holistically at it. We don't think, from our side, that Trulieve is a Florida license or a Florida business. I guess we look at the presumption or the assumption behind the question and would challenge that as a way to look at valuation on the whole. Understood. Thank you very much to both. Your next question comes from the line of Graeme Kreindler with Eight Capital. Hi, good morning, and thank you for taking my question. I'll echo congratulations on the announcement this morning. Kim, I wanted to follow up with your comments earlier on the call regarding taking some cues from the Harvest team with respect to continuing the growth seen in Arizona. Just in general, when you look at the hub model that's being built out in the various regions across the U.S., can you give any more detail in terms of what the management team will look like moving forward, given the various individuals at Harvest with expertise, how they fit in with the existing team at Trulieve? Thank you very much. We are so excited to be able to have this combined company footprint, not only again, from a state and an operations perspective, but probably most importantly from a management perspective and from a team and employee perspective. We, as many of you can appreciate, are in a bit of a talent-starved industry. We look at this as bandwidth expansion being a significant contributor to value here. We're excited to welcome all of the Harvest employees, of course, along with management into the Trulieve family. Certainly we'll be partnering with them now and in the future. Thanks for the question. Okay, thank you very much. Just another question here. With respect to talking about a number of significant catalysts across states in the combined portfolio. Increasingly considering the possibility of interstate commerce being a part of the industry moving forward at some point in time or in some way, shape, or form. As you're building out a significant or acquiring a significant presence on the West Coast here, and again, going back to exposure to certain regions. Does a world in which we have potential for interstate commerce, did that factor in at all in terms of the rationale of this transaction here? How might that play in the event that becomes a reality? Would appreciate some thoughts there. Thank you very much. Yeah, I think we've been very consistent in talking about and executing on this hub model philosophy, whereby we're looking at the United States divided into five hubs or regions. While certainly that would be important for interstate commerce, when that comes, which I think it's not a matter of if, it's when. However, it's also important and significant in the short and midterm from a distribution and an operational efficiencies perspective. We have certainly learned in Florida the value of having scale and the ability to utilize that scale in a meaningful way, and believe that is a differentiator from a skill set and from an execution perspective that Trulieve has vis-a-vis the competition. Similarly, we have been looking and with this transaction, have found opportunities to replicate that same focus and depth in other markets that will be distribution hubs and centers for us across regions and across the U.S. I would say that certainly, it will be important to have positioning when interstate commerce happens, but it's also very important in the near term as we think about being able to adequately serve markets with large population centers and again, those markets that have significant catalysts of growth ahead of them. I'll say the reason that hub strategy is important, because while we can't ship cannabis products across state lines currently, what we can do is have opportunity savings with personnel and all kinds of non-cannabis elements to our business. You gain efficiencies by having centers of concentrated focus across the country, which this deal certainly provides. Understood. Appreciate the thoughts. Thank you very much. Yep. Your next question comes from the line of Eric Des Lauriers with Craig-Hallum. Okay, great. Thanks for taking my questions, guys, and congrats. Very exciting news. Some of these synergies as you guys have talked about, readily apparent, you guys will be number one in the Southeast and number 1 in the Southwest. I'm wondering if you could just shed a bit more insight into some of the synergies that might not be readily apparent, whether that's some data collection or consumer insights, maybe some unique production capabilities or genetics. Just wondering if you could help us understand some of those sort of behind-the-scenes synergies that you guys are excited about. Thanks. Sure. I'll kick it off, and then I'll let Steve come in with his thoughts on this one as well. Really all of the things that you just mentioned are certainly synergies that we would expect to realize. Data insights, customer insights. We, as some of you know, just completed an SAP S/4 implementation. We're excited to be able to offer that system over time across the entire combined company, which will, of course, allow us to do additional data mining and impact our product mix and of course, having the right products in the right locations at the right time. Of course, as I mentioned, personnel and expertise across functions. The Trulieve team being able to bring scaled cultivation expertise to the Harvest team in Arizona particularly. The Harvest team being able to bring their experience with not only, of course, recreational market and transition to recreational market, but also their experience in deploying over multiple markets simultaneously and having management expertise in that multifaceted, multiple market arena. Certainly a lot of combined synergies on my end that go below the surface, if you will, of just public co to public co. Steve? Across the last decade or so, we've had operations at one point or another in 13 different jurisdictions, 13 different states. We have collected a lot of information about customer preferences and about customer behavior. We've also recently seen in a market where we've invested very heavily a transition to add recreational sales. We do a lot on our end of data mining, and we constantly are asking ourselves different questions, and we're looking at that lengthy transactional history and trying to leverage that to make ourselves smarter in the future. I'll just give you one example of that. We do a kind of a location analysis that we review on a quarterly basis. Most recently, we were able to account for, and this is for data geeks, this will really resonate. That we can account for 88% of a store's revenue based on eight factors that are tied solely to location. When you think about that long operating history, really the key is how we can mine and how we can leverage that data to make both organizations or the combined organizations smarter over time. As we start to layer in some of the deep transactional history that Trulieve has, we will actually just get smarter. As we continue to be disciplined about doing various studies about locations, about consumers, about product sales, we will just be able to deliver better products and better experiences to customers across the country. Very helpful. Thank you. Okay. Your next question will come from the line of Andrew Semple with Echelon Capital Markets. Hi, good morning, everyone, and congrats on the transaction for both parties. My first question. This acquisition is being done on an all-stock basis, preserving Trulieve's strong cash balance. I presume M&A activity does not stop here. Kim, I'd appreciate it if you could provide us with your updated outlook on M&A for Trulieve and whether this transaction changes your strategic priorities at all. Should we continue to expect a focus on the northeastern states, or does the new southwestern hub, you would now have open new opportunities for Trulieve that may have not been as exciting prior to this announcement? Thanks for the perfect plug for our earnings call, coming to you on Thursday morning before market opens. Where we will be giving a lot of additional color, of course, on all things Trulieve as well as our Q1 results. To answer at high level, certainly we'll continue to focus on the Northeast. However, I will also say that we believe that Arizona is an incredibly exciting market, and there may be additional opportunities here in Arizona that we would be very comfortable executing on given the strength of the management team that will be a part of the combined company as a result of this deal. I think that the opportunities just got broader for us, which is a good thing. Appreciate that. Thanks for that. My second question here, I don't believe I saw a targeted closing date specified for this transaction. Are there any concerns with the timing of HSR or regulatory approvals you think may cause this to drag out? I don't know if you had any high-level commentary on the steps to closing and the potential timeline that that could take. We'll update you all with a timeline as we move through the process. Certainly, we're going to be looking to file HSR as well as regulatory approval requests here very soon. That will kick off the timeline, and as we move through that process, we'll be happy to update you all. I think both Trulieve and Harvest have good relationships with our respective regulators and plan to work hand in hand with them to move through the processes as quickly as possible. Thanks for taking my questions. Congrats again. Thanks. Your next question comes from the line of Camilo Lyon with BTIG. Thank you, congratulations as well. Kim, as you think about now this presence with your southwest hub, outside of Arizona, how do you prioritize your other states that you want to focus on expanding that hub model into? Is California a focal point now, or is it the other surrounding states that are a little bit more targetable from your perspective, given the scale that you have now in that region? Yeah, I think as we've approached similarly with our other hub markets, we'll be looking for additional opportunities. However, those markets have to meet our very specific criteria for investment. We certainly have our core markets, as we've clearly identified, that we're going to continue to focus on. We'll be watching, of course, surrounding markets closely for additional opportunity in the future. In the Southwest, we certainly are excited about having the other states as well. Right now, there's a lot of opportunity and a lot of runway in Arizona, and we want to make sure that we don't lose focus and that we appropriately take advantage of those opportunities while they exist. Got it. I'm going to ask a question a different way. It's been asked before, but I'm going to ask it in a slightly different way, see if I can get you to reveal something here. You have a lot on your plate. You've been very active over the last few months. There's definitely a lot on your plate with respect to integrating multiple assets, both big and small now. Does this implicitly mean that you will focus on your current combined footprint, and not try to tackle opportunities in very large markets like New York, New Jersey, forthcoming with Virginia? Do you have the bandwidth to do so if you do choose to go into those markets via M&A? Yeah. What I would tell you about those two states that you mentioned specifically, right? Those would more than likely be more greenfield type opportunities, even if it is M&A. There's very little currently that's built out in either of those markets, and we do ground-up build really, really well. What people forget sometimes is that we're putting up 100,000 sq ft of cultivation, opening half a dozen stores every quarter in Florida at a minimum. That's something that we're very, very comfortable with. I wouldn't make that assumption, but certainly as it relates to new markets with greenfield opportunities that this means that we would not participate in those if, and this is an asterisk, if the correct opportunity presented itself. In N.Y., I've been very vocal at saying that there are a lot of regulatory issues that need to be worked out there for it to be considered an attractive market that we would want to invest capital in. Specifically, we're looking for what the regulations are around canopy. Currently in the law, there's pricing controls and the availability for regulators to come in and actually change your licensing status if you are too successful. That, we're looking for some clarification on that market as a whole. Our focus on the Northeast remains. It's an important hub for us, and we're going to continue to take advantage of opportunities as they present themselves so long as they meet our criteria and are in line with our stated goals. Got it. Thanks so much. Congrats again. Yep. Thanks. Again, if you would like to ask a question, please press star one on your telephone keypad. The next question comes from Scott Fortune with Roth Capital. Hey, good morning. This is Nick stepping on for Scott. I just wanted to focus on Florida and Pennsylvania on the cultivation side. How are you guys looking at consolidating your cultivation operations here? Do you have any expected cost synergies once any integration is completed? Sure. I think our teams are very much looking forward to working together, again, to share best practices and to have best-in-class operations. All of our cultivation assets are very strong in both of those markets, and we look forward to working first and foremost with our regulators to ensure that that can continue and our teams working together to ensure that we're providing the best product to our customers in both of those markets. Okay, great. Just one more from me on the gross margin side. It looks like Harvest reported gross margins of about 54% for Q1 and guided for 2021 margins of around 50%, which potentially indicates a consolidated leading pro forma margin structure here upon the close. Can you just touch on the margins being reached in Arizona or Maryland on the Harvest side? How are you guys looking at consolidated margins moving forward here? Yeah. This is Steve. I'll address the first part and then turn over the remainder of the answer to Kim. What we guided on our call before this one was that we expect gross margins to be at or exceed 50%. We did not say that they would be at 50%. We did say that they would vary quarter- to- quarter, but that we expected them to be at or greater than 50%. Yeah. Certainly on a combined basis, we've got, and Steve, obviously, his team has been very focused on this as well. Trulieve has, I think, a notable track record with respect to having, I believe the best margins in the industry or close to it. So we'll be looking to work with the Harvest team and certainly anywhere where we can gain efficiencies that would result in margin increase. We'll be looking to do that as a combined company. Great. That's it for me. Great. Thanks. I would like to turn the call over to Aaron Grey for his question from Alliance Global, and that's our final question for today. Hi. Thanks for the question, and congrats to both teams, Kim and Steve. Yeah, just one question for me. Most have been answered. Just regarding the rewards program, potentially. Kim, you guys have done a great job, obviously in Florida, guarding half of the market share in that market. Steve, Harvest is leading retailer within Arizona. Wondering whether or not you thought about kind of leveraging the rewards programs. Kim, on your last earnings call, you mentioned potentially making tweaks to your own. Would love to hear about potential opportunities there, especially when you think about those two markets where you guys have notable market share advantage. Thanks. First and foremost, it's going to be really important that our customers and our patients don't feel this transaction in a negative way, right? Anything that we do as it relates to something like a loyalty program will certainly be thoughtful as we look at, of course, combining a platform over the combined company. We certainly want the program to be seamless and also usable. When someone is traveling from Florida to Pennsylvania to Arizona, et cetera, that they have the ability to utilize a singular platform. That's going to take time, and we want to make sure that it's done the right way and that we're sensitive to the existing programs that our respective patients and customers have come to love. I think we're both very excited about the possibility of really being able to take the best elements from both programs and combining them into a singular platform over time. All right, great. Thanks, and congrats again. Thanks so much. I would now like to turn the call over to management for closing remarks. Thank you, everyone, for joining us today. Have a great day. This does conclude today's call. You may now disconnect your lines.