Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | IANTHUS CAPITAL HOLDINGS, INC. | |
Entity Central Index Key | 0001643154 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-56228 | |
Entity Tax Identification Number | 98-1360810 | |
Entity Address, Address Line One | 420 Lexington Avenue | |
Entity Address, City or Town | Suite 414 New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10170 | |
City Area Code | 646 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | CA | |
Entity Common Stock, Shares Outstanding | 171,718,192 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash | $ 13,692 | $ 11,015 |
Restricted cash | 8,435 | 495 |
Accounts receivable, net of allowance for doubtful accounts of $401 (December 31, 2020 - $401) | 4,360 | 3,351 |
Prepaid expenses | 4,639 | 3,611 |
Inventories | 26,174 | 25,451 |
Other assets | 3,200 | 1,700 |
Current Assets | 60,500 | 45,623 |
Investments | 532 | 512 |
Property, plant and equipment | 109,075 | 106,997 |
Right-of-use assets | 32,204 | 33,083 |
Other long-term assets | 7,752 | 8,137 |
Intangible assets | 154,818 | 158,781 |
Total Assets | 364,881 | 353,133 |
Liabilities | ||
Accounts payable | 13,897 | 12,089 |
Accrued and other current liabilities | 67,450 | 55,053 |
Current portion of long-term debt | 161,443 | 157,042 |
Derivative liabilities | 282 | 245 |
Current portion of lease liabilities | 7,630 | 7,450 |
Current Liabilities | 250,702 | 231,879 |
Long-term debt, net of issuance costs | 25,590 | 14,133 |
Deferred income tax | 32,130 | 32,122 |
Long-term portion of lease liabilities | 26,948 | 27,670 |
Total Liabilities | 335,370 | 305,804 |
Commitments and Contingencies | ||
Shareholders' Equity | ||
Common shares — no par value. Authorized — unlimited number. 171,718 — issued and outstanding (December 31, 2020 — 171,718 — issued and outstanding) | ||
Shares to be issued | 1,531 | 1,531 |
Additional paid-in capital | 771,574 | 769,940 |
Accumulated deficit | (743,594) | (724,142) |
Total Shareholders' Equity | 29,511 | 47,329 |
Total Liabilities and Shareholders' Equity | $ 364,881 | $ 353,133 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 401 | $ 401 |
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares, Issued | 171,718 | 171,718 |
Common Stock, Shares, Outstanding | 171,718 | 171,718 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues, net of discounts | $ 51,805 | $ 30,426 |
Costs and expenses applicable to revenues | (22,084) | (14,974) |
Gross profit | 29,721 | 15,452 |
Operating expenses | ||
Selling, general and administrative expenses | 23,686 | 27,741 |
Depreciation and amortization expenses | 7,374 | 6,414 |
Write-downs and other charges | 259 | 679 |
Impairment loss | 199,364 | |
Loss from operations | (1,598) | (218,746) |
Interest income | 124 | 12 |
Other income | 274 | 81 |
Interest expense | (5,678) | (4,467) |
Accretion expense | (4,852) | (4,004) |
Provision for debt obligation fee | (414) | (12,503) |
Losses (gains) from change in fair value of financial instruments | (17) | 4,692 |
Loss from operations before income taxes | (12,161) | (234,935) |
Income tax expense | 7,291 | 1,406 |
Net loss | $ (19,452) | $ (236,341) |
Net loss per share - basic and diluted | $ (0.11) | $ (1.38) |
Weighted average number of common shares outstanding - basic and diluted | 171,718 | 171,667 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Capital Stock [Member] | Shares to be Issued [Member] | Additional Paid-in-Capital [Member] | Accumulated Deficit [Member] |
Beginning balance, Shares at Dec. 31, 2019 | 171,643,192 | ||||
Beginning balance at Dec. 31, 2019 | $ 352,473 | $ 1,531 | $ 761,722 | $ (410,780) | |
Share issuance – Settlement of outstanding obligations, Shares | 75,000 | ||||
Share issuance – Settlement of outstanding obligations | 193 | 193 | |||
Share-based compensation | 5,175 | 5,175 | |||
Other - Warrant issuance | (3,325) | (3,325) | |||
Net loss | (236,341) | (236,341) | |||
Ending balance, Shares at Mar. 31, 2020 | 171,718,192 | ||||
Ending balance at Mar. 31, 2020 | 118,175 | 1,531 | 763,765 | (647,121) | |
Beginning balance, Shares at Dec. 31, 2020 | 171,718,192 | ||||
Beginning balance at Dec. 31, 2020 | 47,329 | 1,531 | 769,940 | (724,142) | |
Share-based compensation | 1,634 | 1,634 | |||
Net loss | (19,452) | (19,452) | |||
Ending balance, Shares at Mar. 31, 2021 | 171,718,192 | ||||
Ending balance at Mar. 31, 2021 | $ 29,511 | $ 1,531 | $ 771,574 | $ (743,594) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net loss | $ (19,452) | $ (236,341) |
Adjustments to reconcile net loss to cashflow from (used in) operations: | ||
Interest income | (124) | (12) |
Interest expense | 5,678 | 4,467 |
Accretion expense | 4,852 | 4,004 |
Debt obligation fees | 414 | 12,503 |
Impairment loss | 199,364 | |
Depreciation and amortization | 7,374 | 6,414 |
Write-downs and other charges | 259 | 679 |
Share-based compensation | 1,634 | 5,368 |
Gain from change in fair value of financial instruments | 17 | (4,692) |
Income from equity-accounted investments | 41 | |
Deferred income taxes | 8 | (2,206) |
Change in non-cash working capital items (Note 12) | 4,792 | 3,473 |
NET CASH FLOW FROM (USED IN) OPERATING ACTIVITIES | 5,452 | (6,938) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Purchase of property, plant and equipment | (4,752) | (10,030) |
Acquisition of other intangible assets | (292) | |
Proceeds from redemption and sale of investment | 110 | |
Issuance of related party promissory note | (375) | |
NET CASH USED IN INVESTING ACTIVITIES | (5,127) | (10,212) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 11,000 | |
Debt issuance costs | (694) | |
Repayment of debt | (14) | (11,212) |
NET CASH PROVIDED (USED IN) BY FINANCING ACTIVITIES | 10,292 | (11,212) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH DURING THE PERIOD | 10,617 | (28,362) |
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD | 11,510 | 34,821 |
CASH AND RESTRICTED CASH, END OF PERIOD | $ 22,127 | $ 6,459 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Overview and Basis of Presentation | Note 1 – Overview and Basis of Presentation (a) Description of Business iAnthus Capital Holdings, Inc. (“ICH”, or “iAnthus”), together with its consolidated subsidiaries (collectively, the “Company”) is a vertically- integrated multi-state owner and operator of licensed cannabis cultivation, processing and dispensary facilities, and developer, producer and distributor of innovative branded cannabis and cannabidiol (“CBD”) products in the United States. Through the Company’s subsidiaries, licenses, interests and contractual arrangements, the Company has the capacity to operate dispensaries and cultivation/processing facilities, and manufacture and distribute cannabis across the states in which the Company operates in the U.S. Additionally, the Company distributes CBD products online and to retail locations across the United States. The Company’s business activities, and the business activities of its subsidiaries, which operate in jurisdictions where the use of marijuana has been legalized under state and local laws, currently are illegal under U.S. federal law. The U.S. Controlled Substances Act classifies marijuana as a Schedule I controlled substance. Any proceeding that may be brought against the Company could have a material adverse effect on the Company’s business plans, financial condition and results of operations. (b) Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and, accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with U.S. GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2020 included as part of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2021. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2021, or any other period. These unaudited interim condensed consolidated financial statements are presented in U.S. dollars. (c) Going Concern These unaudited interim condensed consolidated financial statements have been prepared under the assumption that the Company will be able to continue its operations and will be able to realize its assets and discharge its liabilities in the normal course of business in the foreseeable future. For the three months ended March 31, 2021, the Company reported a net loss of $19.5 million and an accumulated deficit of $743.6 million as of March 31, 2021. These material circumstances cast substantial doubt on the Company’s ability to continue as a going concern for a period of at least 12 months from the date of this report and ultimately on the appropriateness of the use of the accounting principles applicable to a going concern. During the three months ended March 31, 2020, due to liquidity constraints, the Company did not make interest payments due to the lenders of the Company’s 13% senior secured convertible debentures (the “Secured Notes”) and the 8% convertible unsecured debentures (the “Unsecured Debentures”) (together the “Lenders”). The Company is currently in default with respect to its long-term debt, which, as of March 31, 2021 consists of $97.5 million and $60.0 million of principal amount, and $19.0 million and $6.0 million in accrued interest, with respect to the Secured Notes and Unsecured Debentures, respectively. In addition, as a result of the default, the Company has accrued additional principal and interest of $14.2 million in excess of the aforementioned amounts. Refer to Note 4 and Note 13 for further discussion. As a result, the Board of Directors (the “Board”) formed a special committee comprising of five independent, non-management directors of the Company (the “Special Committee”) to, among other matters, explore and consider strategic alternatives available to the Company in light of the prospective liquidity requirements of the Company, the condition of the capital markets affecting companies in the cannabis industry, and the rapid change in the state of the economy and capital markets generally caused by the novel coronavirus known as COVID-19 (“COVID-19”), including but not limited to: • renegotiation of existing financing arrangements and other material contracts, including any amendments, waivers, extensions or similar agreements with the Lenders to and/or stakeholders of the Company and/or its subsidiaries that the Special Committee determines are in the best interest of the Company and/or its subsidiaries; • managing available sources of capital, including equity investments or debt financing or refinancing and the terms thereof; • implementing the operational and financial restructuring of the Company and its subsidiaries and their respective businesses, assets and licensure and other rights; and • implementing other potential strategic transactions. The Special Committee engaged Canaccord Genuity Corp. as its financial advisor to assist the Special Committee in analyzing various strategic alternatives to address its capital structure and liquidity challenges. On June 22, 2020, the Company received notice from Gotham Green Admin 1, LLC (the “Collateral Agent”), as collateral agent holding security for the benefit of the holders of the Company’s Secured Notes, with a demand for repayment (the “Demand Letter”) under the Amended and Restated Secured Debenture Purchase Agreement dated October 10, 2019 (the “Secured Notes Purchase Agreement”) of the entire principal amount of the Secured Notes, together with interest, fees, costs and other allowable charges that had accrued or might accrue in accordance with the Secured Notes Purchase Agreement and the other Transaction Agreements (as defined in the Secured Notes Purchase Agreement). The Collateral Agent also concurrently provided the Company with a Notice of Intention to Enforce Security (the “BIA Notice”) under section 244 of the Bankruptcy and Insolvency Act (Canada) (the “BIA”). On July 10, 2020, the Company entered into the Restructuring Support Agreement (as defined below) to effect a proposed recapitalization transaction (the “Recapitalization Transaction”) with some of the Lenders to provide interim financing of $14.7 million (the “Tranche Four Secured Notes”). In connection with the Recapitalization Transaction, the Company and certain of its subsidiaries entered into a restructuring support agreement (the “Restructuring Support Agreement”) with all of the holders (the “Secured Lenders”) of the Subject to compliance with the Restructuring Support Agreement, the Secured Lenders and a majority of the Unsecured Debentureholders (“Consenting Unsecured Debentureholders”) will forbear from further exercising any rights or remedies in connection with any events of default of the Company now or hereafter occurring under their respective agreements and will stop any current or pending enforcement actions respecting same, including as set forth in the Demand Letter. Pursuant to the terms of the Restructuring Support Agreement, the Recapitalization Transaction will be implemented pursuant to arrangement proceedings (“Arrangement Proceedings”) commenced under the British Columbia Business Corporations Act, or, only if necessary, the Companies’ Creditors Arrangement Act (Canada) (“CCAA”). Completion of the Recapitalization Transaction through the Arrangement Proceedings is subject to, among other things, requisite stakeholder approval of the plan of arrangement (the “Plan of Arrangement”). On September 14, 2020, the Company held meetings at which the stakeholders approved the Plan of Arrangement. Following the stakeholder vote, on September 25, 2020, the Company attended a court hearing before the Supreme Court of British Columbia (the “Court”) to receive approval of the Plan of Arrangement. On October 6, 2020, the Company received final approval from the Court for the Plan of Arrangement. The Company may be required to obtain other necessary regulatory and stock exchange approvals with respect to the Plan of Arrangement (the “Requisite Approvals”). Pursuant to the terms of the Restructuring Support Agreement, if the Recapitalization Transaction is completed through CCAA proceedings, then the existing holders of the Company’s common shares (the “Existing Shareholders”) will not receive any recovery. On November 5, 2020, the Company received a notice of appeal with respect to the final approval for the Plan of Arrangement by the Court, and on January 29, 2021, the appeal was dismissed by the British Columbia Court of Appeal. The Company believes that the financing transactions discussed above should provide the necessary funding for the Company to continue as a going concern. However, there can be no assurance that such capital will be available in the future. As such, these material circumstances cast substantial doubt on the Company’s ability to continue as a going concern for a period of no less than 12 months from the date of this report. These unaudited interim condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. (d) Basis of Consolidation The unaudited interim condensed consolidated financial statements include the accounts of the Company together with its consolidated subsidiaries, except for subsidiaries which the Company has identified as variable interest entities (“VIEs”) where the Company is not the primary beneficiary. (d) Use of Estimates The preparation of the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. Significant estimates made by management include, but are not limited to: economic lives of leased assets; allowances for potential uncollectability of accounts and notes receivable, provisions for inventory obsolescence; impairment assessment of long-lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; estimates of fair value of derivative instruments; and estimates of the fair value of stock-based payment awards. (e) Change in Estimates In January 2021, the Company completed an assessment of the yield per gram that is used as an input to value the Company’s inventory. The timing of this review was based on a combination of factors accumulating over time that provided the Company with updated information to make a better estimate on the yield of its products. These factors included enhanced data gathering of crop production and yields into inventory. The assessment resulted in a revision of the Company’s production yield estimates that are used to value ending inventory. This change in accounting estimate was effective in the first quarter of 2021. The effect of this change was an increase in costs and expenses applicable to revenues of approximately $2.9 million for the three months ended March 31, 2021. (f) Coronavirus Pandemic In March 2020, the World Health Organization declared the global emergence of the COVID-19 pandemic. The impact of COVID-19 on the Company’s business is currently unknown. The Company will continue to monitor guidance and orders issued by federal, state, and local authorities with respect to COVID-19. As a result, the Company may take actions that alter its business operations as may be required by such guidance and orders or take other steps that the Company determines are in the best interest of its employees, customers, partners, suppliers, shareholders, and stakeholders. Any such alterations or modifications could cause substantial interruption to the Company’s business and could have a material adverse effect on the Company’s business, operating results, financial condition, and the trading price of common shares, and could include temporary closures of one or more of the Company’s facilities; temporary or long-term labor shortages; temporary or long-term adverse impacts on the Company’s supply chain and distribution channels; and the potential of increased network vulnerability and risk of data loss resulting from increased use of remote access and removal of data from the Company’s facilities. In addition, COVID-19 could negatively impact capital expenditures and overall economic activity in the impacted regions or depending on the severity, globally, which could impact the demand for the Company’s products and services. It is unknown whether and how the Company may be impacted if the COVID-19 pandemic persists for an extended period of time or it there are increases in its breadth or in its severity, including as a result of the waiver of regulatory requirements or the implementation of emergency regulations to which the Company is subject. The COVID-19 pandemic poses a risk that the Company or its employees, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period. Although the Company has been deemed essential and/or has been permitted to continue operating its facilities in the states in which it cultivates, processes, manufactures, and sells cannabis during the pendency of the COVID-19 pandemic, subject to the implementation of certain restrictions on adult-use cannabis sales in both Massachusetts and Nevada, which have since been lifted, there is no assurance that the Company’s operations will continue to be deemed essential and/or will continue to be permitted to operate. The Company may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results, financial condition and the trading price of the common shares of the Company. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 2 – Leases The Company mainly leases office space and cannabis cultivation, processing and retail dispensary space. Leases with an initial term of less than 12 months are not recorded on the unaudited interim condensed consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The Company assumed that it was reasonably certain that the renewal options on the majority of its cannabis cultivation, processing and retail dispensary space would be exercised based on previous history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements, among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available to the parent company. None of the Company’s leases include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the Company rent or sublease certain office space to/from other subsidiaries of the Company. These intercompany subleases are eliminated on consolidation and have lease terms ranging from less than 1 year to 15 years. Maturities of lease liabilities for operating leases as of March 31, 2021 were as follows: Operating 2021 $ 7,630 2022 6,983 2023 7,041 2024 7,198 2025 7,271 Thereafter 57,004 Total lease payments $ 93,127 Less: interest expense (58,549 ) Present value of lease liabilities $ 34,578 Weighted-average remaining lease term (years) 11.9 Weighted-average discount rate 20 % For the three months ended March 31, 2021 and 2020, the Company recorded operating lease expenses of $2.4 million and $2.0 million, respectively, which are included in selling, general and administrative expenses, and depreciation and amortization expenses. Supplemental balance sheet information related to leases are as follows: Balance Sheet Information Classification March 31, 2021 December 31, Right-of-use Operating leases $ 32,204 $ 33,083 Lease Liabilities Current portion of lease liabilities Operating leases $ 7,630 $ 7,450 Long-term lease liabilities Operating leases 26,948 27,670 Total $ 34,578 $ 35,120 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 - Inventories Inventories is comprised of the following items: March 31, December 31, 2021 2020 (Revised) Supplies $ 4,816 $ 5,010 Raw materials 7,150 7,047 Work in process 6,925 5,710 Finished goods 7,283 7,684 Total $ 26,174 $ 25,451 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 4 - Long-Term Debt Secured May 2019 March Other Total As of January 1, 2021 $ 115,350 $ 23,240 $ 31,665 $ 920 $ 171,175 Fair value of financial liabilities issued 10,860 — — 160 11,020 Accretion of balance 4,007 193 357 295 4,852 Repayment — — — (14 ) (14 ) As of March 31, 2021 $ 130,217 $ 23,433 $ 32,022 $ 1,361 $ 187,033 (1) This amount relates to the Company’s obligation to pay an exit fee of $10.0 million that accrues interest at a rate of 13% (the “Exit Fee”) under the Secured Notes. As of March 31, 2021, the total and unamortized discount costs were $30.3 million and $6.3 million, respectively (December 31, 2020 - $30.3 million and $9.5 million, respectively). As of March 31, 2021, the total and unamortized debt issuance costs were $7.7 million and $3.6 million, respectively (December 31, 2020 - $7.0 million and $3.5 million, respectively). As of March 31, 2021, the total interest accrued on both current and long term debt was $28.8 million (December 31, 2020 - $23.3 million). (a) Secured Notes Tranche One On May 14, 2018, the Company issued $40.0 million secured notes (the “Tranche One Secured Notes”). Because the conversion price of $3.08 was less than the Company’s closing stock price on the date of issuance, this gave rise to a beneficial conversion feature valued at $7.9 million. The Company recognized this beneficial conversion feature as a debt discount and additional paid in capital on the closing date. The discount to the Tranche One Secured Notes is being amortized to interest expense until maturity or its earlier repayment or conversion. For the three months ended March 31, 2021, the amount of amortization recorded in accretion expense was $0.7 million (March 31, 2020 - $0.7 million). The terms also contain a financial covenant requiring the Company’s asset value to be 1.75 times the total net debt at each quarter end and maintain a minimum cash balance of $1.0 million while the Tranche One Secured Notes remain outstanding (the “market value test”). For the three months ended March 31, 2021, interest expense and accretion expense of $1.7 million and $2.3 million, respectively, were recorded in the unaudited interim condensed consolidated statements of operations (March 31, 2020 - $1.4 million and $2.0 million, respectively). As of March 31, 2020, the Company was not in compliance with the market value test, and therefore in breach of a financial covenant for the Tranche One Secured Notes, Tranche Two Secured Notes (as defined herein), and Tranche Three Secured Notes (as defined herein). Furthermore, the Company was in default on its Secured Notes as of March 31, 2020, and as a result, an event of default occurred on April 4, 2020. This default was triggered on the Company’s long-term debt, which as of March 31, 2021 consisted of $97.5 million and $60.0 million of principal amount and $19.0 million and $6.0 million in accrued interest with respect to the Secured Notes and Unsecured Debentures, respectively. As a result of the default, the Company is classifying the Tranche One Secured Notes, Tranche Two Secured Notes, and Tranche Three Secured Notes as current liabilities on the unaudited interim condensed consolidated balance sheets. As of March 31, 2021, the Company is still in default on the Tranche One Secured Notes, Tranche Two Secured Notes, and Tranche Three Secured Notes. Further details on the default are disclosed in Note 13. For the three months ended March 31, 2021, interest expense of $0.4 million (March 31, 2020 - $2.2 million) was recorded in relation to the Exit Fee on the unaudited interim condensed consolidated statements of operations. As of March 31, 2021, the Company accrued $14.2 million (as of March 31, 2020 - $12.5 million) related to the Exit Fee, comprised of an aggregate principal amount of $10.3 million and $3.9 million in accrued interest (as of March 31, 2020 – $10.3 million and $2.2 million, respectively). Furthermore, as a result of this default, the Company is classifying the Exit Fee as a current liability on the unaudited interim condensed consolidated balance sheets as of March 31, 2021. Tranche Two On September 30, 2019, the Company issued an additional $20.0 million of secured notes (the “Tranche Two Secured Notes”). The Tranche Two Secured Notes accrue interest at 13.0% and mature May 14, 2021. For the three months ended March 31, 2021, interest expense and accretion expense of $0.8 million and $0.5 million, respectively, were recorded in the unaudited interim condensed consolidated statements of operations (March 31, 2020 - $0.7 million and $0.4 million, respectively). All terms, restrictions and financial covenants applicable to the Tranche One Secured Notes are also applicable to the Tranche Two Secured Notes. Tranche Three On December 20, 2019, the Company issued an additional $36.2 million of secured notes (the “Tranche Three Secured Notes”). The Tranche Three Secured Notes accrue interest at 13.0% and mature May 14, 2021. For the three months ended March 31, 2021, interest expense and accretion expense of $1.4 million and $1.1 million, respectively, were recorded in the unaudited interim condensed consolidated statements of operations (March 31, 2020 - $1.2 million and $1.0 million, respectively). All terms, restrictions and financial covenants applicable to the Tranche One Secured Notes and Tranche Two Secured Notes are also applicable to the Tranche Three Secured Notes. Tranche Four On July 13, 2020, as part of the Recapitalization Transaction, the Company issued an additional $14.7 million as the Tranche Four Secured Notes. The Tranche Four Secured Notes accrue interest at 8.0% and mature July 13, 2025. For the three months ended March 31, 2021, interest expense and accretion expense of $0.3 million and $0.1 million, respectively, was recognized in the unaudited interim condensed consolidated statements of operations (March 31, 2020 – $Nil and $Nil, respectively). As of March 31, 2021, the Company no longer had restricted cash in escrow (December 31, 2020 - $0.4 million) from the Tranche Four Secured Notes. All terms, restrictions, and financial covenants applicable to the Tranche One Secured Notes, Tranche Two Secured Notes, and Tranche Three Secured Notes discussed above, are also applicable to the Tranche Four Secured Notes. The Company remains in default with respect to the Tranche One Secured Notes, Tranche Two Secured Notes and Tranche Three Secured Notes, due to failure to remit applicable interest payments between March 2020 and March 2021. Thus, all amounts owing on the Tranche One Secured Notes, Tranche Two Secured Notes and Tranche Three Secured Notes are classified as current liabilities in the unaudited interim condensed consolidated balance sheets. The Company has not defaulted on the Tranche Four Secured Notes as of March 31, 2021. Therefore, the Tranche Four Secured Notes are classified as long-term liabilities in the unaudited interim condensed consolidated balance sheets. iAnthus New Jersey, LLC Senior Secured Bridge Notes On February 2, 2021, iAnthus New Jersey, LLC (“INJ”) issued an aggregate of $11.0 million of senior secured bridge notes (“Senior Secured Bridge Notes”) which mature on the earlier of (i) February 2, 2023, (ii) the date on which the Company closes a Qualified Financing (as defined below) and (iii) such earlier date that the principal amount may become due and payable pursuant to the terms of such notes. The Senior Secured Bridge Notes accrue interest at a rate of 14.0% per annum (increasing to 25.0% per annum in the event of default and decreasing to 8.0% per annum upon the completion of the Company’s Recapitalization Transaction). “Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to us of not less than $10 million from the subscription of our securities, including, but not limited to, a private placement or rights offering. The host debt, classified as a liability, was recognized at the fair value of $10.3 million, net of issuance costs $0.7 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being March 31, 2021), and such amount thereafter becoming part of the principal amount and will accrue interest. Interest paid in kind will be payable on the date that all of the principal amount is due and payable. For the three months ended March 31, 2021, interest and accretion expense of $0.2 million and $0.1 million, respectively, was recognized in the unaudited interim condensed consolidated statements of operation (March 31, 2020—$Nil and $Nil, respectively). As of March 31, 2021, the Company held $8.4 million (December 31, 2020—$Nil) of restricted cash in escrow from the Senior Secured Bridge Notes. Refer to Note 12(e) for further discussion. The Senior Secured Bridge Notes are secured by a security interest in certain assets of INJ. The Company provided a guarantee in respect of all of the obligations of INJ under the Senior Secured Bridge Notes. The Company has not defaulted on the Senior Secured Bridge Notes as of March 31, 2021. Therefore, the Senior Secured Bridge Notes are classified as long-term liabilities in the unaudited interim condensed consolidated balance sheets. (b) March 2019 Debentures On March 18, 2019, the Company completed a private placement of $35.0 million of unsecured convertible debentures (the “March 2019 Debentures”) and corresponding warrants to purchase 2,177,291 common shares of the Company at an exercise price of $6.43 per share from the closing date until March 15, 2022. The March 2019 Debentures accrue interest at a rate of 8.0% per annum, payable quarterly on the last business day of each fiscal quarter, beginning on March 31, 2019. Interest is paid in cash, shares, or a combination of cash and shares, up to 50%, at the Company’s election. The March 2019 Debentures mature on March 15, 2023. For the three months ended March 31, 2021, interest expense and accretion expense of $0.7 million and $0.4 million, respectively, were recorded in the unaudited interim condensed consolidated statements of operations (March 31, 2020 - $0.7 million and $0.3 million, respectively). As of March 31, 2021, the Company defaulted on its interest obligations to the holders of the Secured Notes. This default triggered a cross-default on its interest obligations to the holders of the March 2019 Debentures. Further, as a result of this default, the Company is classifying the debt as a current liability as the March 2019 Debentures are due on demand. The event of default is applicable to all amounts outstanding under the March 2019 Debentures. (c) May 2019 Debentures On May 2, 2019, the Company completed a private placement of $25.0 million of unsecured convertible debentures (the “May 2019 Debentures”) and corresponding warrants to purchase 1,555,207 common shares of the Company at an exercise price of $6.43 per common share from the closing date until March 15, 2022 . The May 2019 Debentures accrue interest at a rate of 8.0% per annum, payable quarterly on the last business day of each fiscal quarter, beginning on June 30, 2019. Interest is paid in cash, shares, or a combination of cash and shares, up to 50%, at the Company’s election. The May 2019 Debentures mature on March 15, 2023. For the three months ended March 31, 2021, interest expense and accretion expense of $0.5 million and $0.2 million, respectively, were recorded in the unaudited interim condensed consolidated statements of operations (March 31, 2020—$0.5 million and $0.2 million, respectively). The terms of the May 2019 Debentures impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to incur certain additional indebtedness at the subsidiary level. As of March 31, 2021, the Company defaulted on its interest obligations to the holders of the Secured Notes. This default triggered a cross-default on its interest obligations to the holders of the May 2019 Debentures. Further, as a result of this default, the Company is classifying the debt as a current liability as the May 2019 Debentures are due on demand. The event of default is applicable to all amounts outstanding under the May 2019 Debentures. (d) Stavola Trust Note As part of the acquisition of MPX Bioceutical Corporation (“MPX”) on February 5, 2019 (the “MPX Acquisition”) (Note 5(b)), the Company assumed a long-term note (the “Stavola Trust Note”) of $10.8 million, payable to the Elizabeth Stavola 2016 NV Irrevocable Trust. This trust is for the benefit of a former director and officer of the Company, Elizabeth Stavola, and is therefore a related party balance. The note had a maturity date of January 19, 2020, and an interest rate of 8.0%. Repayment of the note was secured by the assets of certain subsidiaries of the Company. On January 10, 2020, the Stavola Trust Note was paid in full. |
Share Capital
Share Capital | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Share Capital | Note 5 - Share Capital (a) Share Capital Authorized: Unlimited common shares. The shares have no par value. The Company’s common shares are voting and dividend-paying. There were no common share issuances for the three months ended March 31, 2021. The following is a summary of the common share issuances for the three months ended March 31, 2020: • 75,000 common shares of the Company were issued to settle outstanding obligations, with share issuance costs of $0.2 million. (b) Warrants The following table summarizes certain information in respect of the warrants for the Company’s shares: March 31, 2021 Units Weighted Average Exercise Price (C$) Warrants outstanding as of December 31, 2020 49,236 $ 4.06 Granted — — Exercised — — Expired (9,411 ) 2.52 Warrants outstanding as of March 31, 2021 39,825 $ 4.24 As of March 31, 2021 and December 31, 2020, warrants classified as derivative liabilities in the unaudited interim condensed consolidated balance sheet were revalued, with the following inputs: March 31, 2021 December 31, 2020 Risk-free interest rate 0.2 % 0.2 % Expected dividend yield 0.0 % 0.0 % Expected volatility 139.0 - 209.6 % 148.0 - 251.1 % The revaluation of the warrants classified as derivative liabilities resulted in a fair value of $0.3 million for these instruments as of March 31, 2021 (December 31, 2020 - $0.2 million). As a result of the revaluation, the Company recognized a loss of less than $0.1 million for the three months ended March 31, 2021 (March 31, 2020 - gain of $4.7 million) in the unaudited interim condensed consolidated statements of operations. Full share equivalent warrants outstanding and exercisable are as follows: March 31, 2021 December 31, 2020 Year of expiration Number Weighted Average Number Weighted Average 2021 17,185 $ 5.16 26,596 $ 4.37 2022 20,855 3.44 20,855 3.62 2023 1,785 4.57 1,785 4.57 Warrants outstanding 39,825 $ 4.24 49,236 $ 4.06 (c) Potentially Dilutive Securities The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of March 31, 2021: March 31, December 31, Common Share Options 10,825 11,510 Warrants 39,825 49,236 Secured Notes 46,458 46,458 Debentures 10,135 10,135 MPX dilutive instruments (1) 408 408 Total* 107,651 117,747 * Total potentially dilutive securities does not include the shares that would potentially be issued upon conversion of the accrued interest on the Company’s long-term debt. As of March 31, 2021, this would amount into 10.1 million common shares (December 31, 2020 – 8.0 million common shares). (1) Prior to the MPX Acquisition, MPX had instruments outstanding that were potentially dilutive and as a result of the MPX Acquisition, the Company assumed certain of these instruments. (d) Stock Options The following table summarizes certain information in respect of option activity under the Company’s stock option plan: March 31, 2021 December 31, 2020 Units Weighted Weighted Units Weighted Weighted Options outstanding, beginning 11,510 $ 4.86 — 19,578 $ 4.80 — Granted — — — 135 0.82 — Exercised — — — — — — Forfeited/Expired (685 ) 4.09 — (8,203 ) 4.99 — Options outstanding, ending 10,825 $ 4.91 6.72 11,510 $ 4.86 7.34 The related share-based compensation expense for the three months ended March 31, 2021 was $1.6 million (March 31, 2020 - $5.2 million) and is presented in the selling, general and administrative expenses line on the unaudited interim condensed consolidated statements of operations. As of March 31, 2021, the weighted average period over which compensation cost on non-vested |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 - Income Taxes The following table summarizes the Company’s income tax expense and effective tax rates for the three months ended March 31, 2021 and 2020: 2021 2020 Loss from operations before income taxes $ (12,161 ) $ (234,935 ) Income tax expense 7,291 1,406 Effective tax rate (60.0 )% (0.6 )% The effective tax rate may vary significantly from period to period and can be influenced by many factors. These factors include, but are not limited to, changes to the statutory rates in the jurisdictions where the Company has operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21% primarily relates to certain non-deductible non-cultivator |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 7 - Segment Information The below table presents revenues by type for the three months ended March 31, 2021 and 2020: Reportable Segments For the Three Months Ended March 31, 2021 2020 Revenues Eastern Region $ 33,056 $ 18,049 Western Region 18,302 11,725 Other (1) 447 652 Total $ 51,805 $ 30,426 Gross profit Eastern Region 21,162 $ 10,761 Western Region 8,580 4,761 Other (21 ) (70 ) Total $ 29,721 $ 15,452 Depreciation and amortization Eastern Region $ 6,178 $ 5,519 Western Region 838 590 Other 358 305 Total $ 7,374 $ 6,414 Asset impairments and write-downs Eastern Region $ 259 $ 196,844 Western Region — 252 Other — 2,947 Total $ 259 $ 200,043 Purchase of property, plant and equipment Eastern Region $ 4,745 $ 9,621 Western Region 3 388 Other 4 21 Total $ 4,752 $ 10,030 Purchase of intangibles Eastern Region $ — $ 218 Western Region — 74 Other — — Total $ — $ 292 (1) Revenues from segments below the quantitative thresholds are attributable to an operating segment of the Company that includes revenue from the sale of CBD products throughout the United States. This segment has never met any of the quantitative thresholds for determining reportable segments and nor does it meet the qualitative criteria for aggregation with the Company’s reportable segments. March 31, December 31, (Revised) Assets Eastern Region $ 230,195 $ 227,237 Western Region 109,356 109,039 Other 25,330 16,857 Total $ 364,881 $ 353,133 Major Customers Major customers are defined as customers that each individually accounted for greater than 10% of the Company’s annual revenues. For the three months ended March 31, 2021 and 2020, no sales were made to any one customer that represented in excess of 10% of total revenues. Geographic Information As of March 31, 2021 and December 31, 2020, substantially all of the Company’s assets were located in the United States and all of the Company’s revenues were earned in the United States. Disaggregated Revenues The Company disaggregates revenues into categories that depict how the nature, amount, timing and uncertainty of the revenues and cashflows are affected by economic factors. For the three months ended March 31, 2021, and 2020, the Company disaggregated its revenues as follows: For the Three Months Ended March 31, 2021 2020 Revenue iAnthus branded products $ 31,182 $ 15,179 Third party branded products 15,207 10,458 Wholesale/bulk/other products 5,416 4,789 Total $ 51,805 $ 30,426 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Text Block [Abstract] | |
Financial Instruments | Note 8 - Financial Instruments Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows: • Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and • Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of cash, receivables, payables and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments. Balances due to and due from related parties have no terms and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value. The component of the Company’s long-term debt attributed to the host liability is recorded at amortized cost. Investments in debt instruments that are held to maturity are also recorded at amortized cost. The following table summarizes the fair value hierarchy for the Company’s financial assets and financial liabilities that are re-measured at their fair values periodically: March 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial Assets Long term investments - other 1 $ 532 $ — $ — $ 532 $ 512 $ — $ — $ 512 Financial Liabilities Derivative liabilities $ — $ — $ 282 $ 282 $ — $ — $ 245 $ 245 (1) Long-term unaudited There were no transfers between Level 1, Level 2, and Level 3 within the fair value hierarchy during the three months ended March 31, 2021. For the three months ended March 31, 2020, there was a transfer of long-term investments from Level 3 to Level 1 within the fair value hierarchy. This transfer is related to shares of another company that is now publicly traded and can be valued using listed stock prices. The Company’s other investment as of March 31, 2021 is considered to be a Level 1 instrument because it is comprised of shares of a public company, and there is an active market for the shares and observable market data, or inputs are now available. All Level 1 investments are comprised of equity investments which are re-measured The following table summarizes the changes in Level 1 financial assets: Financial Assets Balance as of December 31, 2020 $ 512 Revaluations on Level 1 instruments 20 Balance as of March 31, 2021 $ 532 The derivative liabilities related to the convertible debt instruments and freestanding warrants are recorded at fair value estimated using the Black-Scholes option pricing model and is therefore considered to be a Level 3 measurement. The following tables summarizes the changes in Level 3 financial assets and liabilities: Derivative Liabilities Balance as of December 31, 2020 $ 245 Revaluations on Level 3 instruments 37 Balance as of March 31, 2021 $ 282 The Company’s financial and non-financial The following table summarizes the Company’s long-term debt instruments (Note 4) at their carrying value and fair value: March 31, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Unsecured Debentures $ 55,455 $ 56,305 $ 54,905 $ 53,830 Secured Notes 130,217 141,230 115,350 134,609 Other 1,361 1,086 920 924 Total $ 187,033 $ 198,621 $ 171,175 $ 189,363 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 9 - Commitments In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described by the agreement. The following table summarizes the Company’s contractual obligations and commitments as of March 31, 2021: For the twelve months ended March 31, 2022 2023 2024 2025 2026 Operating leases $ 7,630 $ 6,983 $ 7,041 $ 7,198 $ 7,271 Service contracts 2,701 — — — — Construction contracts 12 — — — — Long-term debt, principal (1) 167,901 11,605 58 65 15,681 Total $ 178,244 $ 18,588 $ 7,099 $ 7,263 $ 22,952 (1) The payment schedule above shows amounts payable if the conversion options are not exercised by the lender for Company’s convertible debt instruments. Line of Credit to Zia Integrated, LLC On May 23, 2019, the Company established a line of credit with Zia Integrated, LLC (“Zia”), a cannabis management and consulting firm based in Maryland, permitting Zia drawdowns of up to an aggregate of $15.0 million. For each drawdown made by Zia, a convertible promissory note will be issued to Zia by the Company. As of the date of filing of the unaudited interim condensed consolidated financial statements, no drawdowns have been made on the line of credit and the principal amount on the convertible promissory note is $Nil (December 31, 2020—$Nil). |
Contingencies And Guarantees
Contingencies And Guarantees | 3 Months Ended |
Mar. 31, 2021 | |
Contingencies And Guarantees [Abstract] | |
Contingencies And Guarantees | Note 10 - Contingencies and Guarantees The Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business. In accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. Should developments in any of these matters outlined below cause a change in the Company’s determination as to an unfavorable outcome and result in the need to recognize a material provision, or, should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on the Company’s results of operations, cash flows, and financial position in the period or periods in which such a change in determination, settlement or judgment occurs. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. The Company has been named as a defendant in several legal actions and is subject to various risks and contingencies arising in the normal course of business. Based on consultation with counsel, management and legal counsel is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position. The events that allegedly gave rise to the following claims occurred prior to the Company’s closing of the MPX Acquisition in February 2019 are as follows: • There is a claim from a former consultant against the Company, with respect to alleged consulting fees owed by MPX to the consultant, claiming the right to receive approximately $0.5 million and punitive damages. During the three months ended March 31, 2021, the former consultant updated the claim to set forth the total damages claimed, which are $5.4 million, and provided supplemental disclosures which specify total damages sought, which are $167.0 million; • There is a claim from two former noteholders against the Company and MPX ULC, with respect to alleged payments of $1.3 million made by the noteholders to MPX, claiming the right to receive $115.0 million. During the three months ended March 31, 2021, the claim was proposed to be amended to include additional damages of $10.0 million; and • There is a claim against the Company, MPX ULC and MPX, with respect to a prior acquisition made by MPX in relation to a subsidiary that was not acquired by the Company as part of the MPX Acquisition, claiming $3.0 million in connection with alleged contractual obligations of MPX. In addition, the Company is currently reviewing the following matters with legal counsel and has not yet determined the range of potential losses: There is a claim against the Company for damages of $22.0 million plus treble damages for shares owed to prior shareholders of GrowHealthy Holdings, LLC (“GHH”), in relation to the Company acquiring substantially all the assets of GHH. On March 4, 2020, a security services firm filed a complaint against McCrory Sunny Hill Nursery, LLC (“McCrory”), GHHIA Management, Inc (“GHHIA”), GrowHealthy Properties, LLC (“GHP”), and iAnthus Holdings Florida, LLC (“IHF”), collectively, claiming $1.0 million in damages, as a result of an alleged breach of a contractual relationship by McCrory, GHHIA, GHP, and IHF. On April 19, 2020, Hi-Med (“Hi-Med”), “Hi-Med Hi-Med Hi-Med Hi-Med Hi-Med On April 20, 2020, a shareholder filed a class action lawsuit with the USDC against the Company (the “Class Action Lawsuit”), and is seeking damages for an unspecified amount against the Company for alleged false and misleading statements regarding certain proceeds from the issuance of long-term debt, that were held in escrow to make interest payments in the event of default on such long-term debt. On July 9, 2020, the USDC issued an order consolidating the Class Action Lawsuit and the Hi-Med On July 13, 2020, the Company announced the proposed Recapitalization Transaction. On September 14, 2020, at the meetings of Secured Lenders, Unsecured Debentureholders and the holder of the Company’s common shares, options and warrants (collectively, the “Securityholders”), the Securityholders voted in support of the Recapitalization Transaction. On October 5, 2020, the Company received final approval from the Court for the Plan of Arrangement. Completion of the Recapitalization Transaction is subject to, among other things, such other approvals, as may be required by the Court, and the receipt of all necessary regulatory approvals and approval by the Canadian Securities Exchange. As such, no amounts have been accrued with respect to the Recapitalization Transaction. On January 29, 2021, the notice of appeal with respect to the final approval for the Plan of Arrangement received by the Company on November 5, 2020 was dismissed by the British Columbia Court of Appeal. On July 23, 2020, a proposed class action was issued in the Ontario Superior Court of Justice in Toronto against the Company, the Company’s former Chief Executive Officer, and the Company’s Chief Financial Officer. The plaintiff seeks to certify the proposed class action on behalf of all persons, other than any executive level employee of the Company and their immediate families, who acquired the Company’s common shares in the secondary market on or after May 30, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. Among other things, the plaintiff alleges statutory and common law misrepresentation, and seeks an unspecified amount of damages together with interest and costs. The certification motion and leave to proceed motion for a secondary market claim under the Securities Act (Ontario) have not yet been scheduled. During the year ended December 31, 2020, the Company filed a statement of claim against Oasis Investments II Master Fund Ltd. (“Oasis”), an Unsecured Debentureholder, in the Ontario Superior Court of Justice. In response to the Company’s statement of claim, Oasis filed a defense and counterclaim, alleging that the Company breached certain debt covenants and is seeking an order that the Company repay the debt instrument in the amount of $25.0 million including interest and related fees. On July 13, 2020, in connection with the proposed Recapitalization Transaction, the Company agreed to discontinue with prejudice its litigation claim which it made on February 27, 2020 against Oasis (regardless of whether the Recapitalization Transaction is consummated), and Oasis has agreed, while the Restructuring Support Agreement is in effect, not to take any steps in connection with its counterclaim against the Company. In addition, the Company and Oasis have agreed that the counterclaim by Oasis against the Company will be dismissed as a condition of closing of the Recapitalization Transaction. During the year ended December 31, 2020, the Company received demand letters (the “Employee Demand Letters”) from two former employees, claiming combined damages of $1.2 million. Subsequent to March 31, 2021, the Company reached a settlement of less than $0.1 million with one of the employees claiming a total of $0.5 million; however, both parties are still in the process of negotiating a full and final settlement. The remaining claim for a total of $0.7 million is still outstanding. The Company intends to vigorously defend itself in this manner; however, the ultimate disposition is not known at this time. On December 16, 2020, MPX New Jersey, LLC (“MPX NJ”) filed a complaint against the Company in the Superior Court of New Jersey Chancery Division—Monmouth County seeking preliminary and final injunctive relief. Subsequently, on February 3, 2021, the court issued an order, denying MPX NJ’s request for injunctive relief; provided, however, that the court ordered that the area of the Pleasantville, New Jersey cultivation facility currently growing and/or cultivating cannabis shall remain under the control of MPX NJ and be accessed under the supervision of MPX NJ. On March 11, 2021, MPX NJ, iAnthus Capital Management, LLC (“ICM”) and INJ executed a consent for a final judgement on the matter, which was ordered by the court on March 17, 2021. The final judgment ordered that: (i) MPX NJ’s Motion for Preliminary Injunction is denied in part for the reasons stated in the court’s February 3, 2021 order and for those reasons set forth by the court on the oral record; (ii) the area of the Pleasantville facility currently growing and/or cultivating cannabis shall remain under the control of MPX NJ and be accessed only under the supervision of or with the consent of MPX NJ; and (iii) the matter be closed and this order constitute the final judgment and order of the court; (iv) the parties expressly preserve all rights to appeal the court’s February 3, 2021 order denying MPX NJ’s Motion for Preliminary Injunction and granting MPX NJ certain relief, as well as the final order and judgment; and (v) in the event the February 3, 2021 order from the court is vacated on appeal, both the February 3, 2021 order and the final order and judgment is also vacated. On January 13, 2021, a class action complaint was filed against iAnthus Empire Holdings, LLC (“IEH”) in the United States District Court for the Southern District of New York, alleging violations of the Telephone Consumer Protection Act relating to IEH’s alleged text message marketing. On February 1, 2021, the plaintiff filed a Notice of Dismissal Without Prejudice, dismissing all claims of the named, individual plaintiff and the unnamed members of the alleged class. On April 13, 2021, Sean Zaboroski (“Zaboroski”) filed a Statement of Claim for a putative class action lawsuit against the Company, its former Chief Executive Officer, its current Interim Chief Executive Officer and its current Board of Directors (collectively, the “iAnthus Defendants”) alleging gross negligence on the part of the iAnthus Defendants. Zaboroski seeks to certify the proposed class on behalf of all persons, except the Company’s and Gotham Green Partners LLC’s affiliates, agents, officers, directors, senior employees, legal representatives, heirs, predecessors, successors and assigns, and any member of the individual defendants’ immediate families and any entity in which any of the foregoing has or had an interest, who were non-debenture |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 - Related Party Transactions March 31, December 31, Financial Statement Line Item Accounts receivable $ — $ 140 Other long-term assets 3,732 3,358 Total $ 3,732 $ 3,498 As part of the February 5, 2019 MPX Acquisition, the Company acquired a related party receivable of $0.7 million due from a company owned by a former director and officer of the Company, Elizabeth Stavola. The related party receivable was converted into a loan facility of up to $10.0 million, which accrues interest at the rate of 16.0%, compounded annually. Interest is due upon maturity of the loan on December 31, 2021. The balance of such facility was $3.6 million as of March 31, 2021 (December 31, 2020 – $3.2 million), which includes accrued interest of $0.5 million (December 31, 2020—$0.3 million). The related party balances are presented in other long-term assets line on the unaudited interim condensed consolidated balance sheets. On June 30, 2017, the Company entered into a loan facility with a former director and officer of the Company, Hadley Ford (“Ford”). The total loan facility was up to C$0.5 million (equivalent to $0.4 million) and accrued interest at the rate of 2.5%. Interest was due upon maturity of the loan on June 30, 2021. As of December 31, 2020, this balance was presented net of management’s estimate of accrued compensation of $0.3 million owed to Ford. As part of Ford’s termination agreement, the total loan facility was offset by compensation owed to Ford of $0.5 million during the three months ended March 31, 2021. As of March 31, 2021, the outstanding balance of the facility including accrued interest was C$Nil (equivalent to $Nil) (December 31, 2020 – C$0.5 million) (equivalent to $0.4 million). The related party balance is presented in the accounts receivable line on the unaudited interim condensed consolidated balance sheets. |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information | Note 12 - Unaudited Interim (a) Cash payments made on account of: For the Three 2021 2020 Income taxes $ 657 $ — Interest 24 52 (b) Changes in other non-cash For the Three Months Ended 2021 2020 Decrease (increase) in: Accounts receivables $ (1,009 ) $ (344 ) Prepaid expenses (1,028 ) (790 ) Inventories (723 ) (2,823 ) Other assets (719 ) (54 ) Increase (decrease) in: Accounts payable 1,930 (3,974 ) Accrued and other liabilities 6,341 11,458 $ 4,792 $ 3,473 For the Three 2021 2020 Property, plant and equipment $ 2,977 $ 2,146 Operating lease right-of-use 542 413 Other intangible assets 3,855 3,855 $ 7,374 $ 6,414 (d) Write-downs and other charges are comprised of the following: For the Three Months Ended 2020 Write-downs: Account s $ — $ 329 Fixed asset 259 350 $ 259 $ 679 (e) Significant non-cash For the Three 2021 2020 Supplemental Cash Flow Information: Share issuance – settlement of outstanding obligations $ — $ 193 Cashless exercise of MPX warrants recorded as derivatives — 3,325 Cash and Cash Equivalents For purposes of the unaudited interim condensed consolidated balance sheets and the statements of cash flows, cash and cash equivalents include cash, restricted cash and amounts held primarily in U.S. dollars. Restricted cash balances are those which meet the definition of cash and cash equivalents but are not available for use by the Company. As of March 31, 2021, the Company held $8,435 as restricted cash (December 31, 2020—$495), which is mainly related to funds held in escrow from the Senior Secured Bridge Notes. The net proceeds from the Senior Secured Bridge Notes were placed in escrow, and the availability of the funds are subject to drawdown requests that must be approved by the Secured Lenders. The following table provides a reconciliation of cash and restricted cash reported within the unaudited interim condensed consolidated balance sheet to such amounts presented in the statement of cash flows: March 31, December 31, Cash $ 13,692 $ 11,015 Restricted cash 8,435 495 Total cash and restricted cash presented in statements of cash flows $ 22,127 $ 11,510 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 13 - Subsequent Events Legal Proceedings Please refer to Note 10 for further discussion. Event of Default and Financial Restructuring The Company is currently in default of the obligations under the Company’s long-term debt as discussed in Note 1. As part of the Restructuring Support Agreement with the Secured Lenders and a majority of the Unsecured Debentureholders, dated July 13, 2020, the Secured Lenders, the Unsecured Debentureholders and the Existing Shareholders of the Company are to be allocated and issued, approximately, the amounts of Restructured Senior Debt (as defined below), Interim Financing (as defined below), Junior Non-Convertible (in ’000s of U.S. dollars) Restructured 1 Interim 2 8% Senior 3 Pro Forma 4 Secured Lenders $ 85,000 $ 14,737 $ 5,000 48.625 % Unsecured Debentureholders — — 15,000 48.625 % Existing Shareholders — — — 2.75 % Total $ 85,000 $ 14,737 $ 20,000 100 % (1) The principal balance of the Secured Notes will be reduced to $85.0 million, which will be increased by the amount of the Interim Financing, as set forth above, which has a first lien, senior secured position over all of the Company’s assets, is non-convertible non-callable (2) The Secured Lenders provided $14.7 million of interim financing (“Interim Financing”) to ICM, on substantially the same terms as the Restructured Senior Debt, net of a 5% original issue discount. The amounts of the Interim Financing along with any accrued interest thereon is expected to be converted into, and the original principal balance will be added to, the Restructured Senior Debt upon consummation of the Recapitalization Transaction. (3) The 8% Senior Unsecured Debentures include payment in kind at an interest rate of 8% per year, a maturity date which will be five years after the consummation of the Recapitalization Transaction, are non-callable (4) Following consummation of the Recapitalization Transaction, a to-be-determined Upon consummation of the Recapitalization Transaction, a new board of directors (the “New Board”) will be composed of the following members: (i) three nominees will be designated by the Secured Lenders; (ii) three nominees will be designated by the majority of the Unsecured Lenders (“Consenting Unsecured Lenders”); and (iii) one nominee will be designated by the director nominees of the Secured Lenders and Consenting Unsecured Lenders to serve as a member of the Company’s New Board. Pursuant to the terms of the proposed Recapitalization Transaction, the Collateral Agent, the Secured Lenders and the Consenting Unsecured Lenders agreed to forbear from further exercising any rights or remedies in connection with any events of default that now exist or may in the future arise under any of the purchase agreements with respect of the Secured Notes and all other agreements delivered in connection therewith, the purchase agreements with respect of the Unsecured Convertible Debentures and all other agreements delivered in connection therewith and any other agreement to which the Collateral Agent, Secured Lenders, or Consenting Unsecured Lenders are a party to (collectively, the “Defaults”) and shall take such steps as are necessary to stop any current or pending enforcement efforts in relation thereto. Upon consummation of the Recapitalization Transaction, the Collateral Agent, Secured Lenders and Consenting Unsecured Lenders are also expected to irrevocably waive all Defaults and take all steps required to withdraw, revoke and/or terminate any enforcement efforts in relation thereto. Completion of the Recapitalization Transaction will be subject to receipt of the Requisite Approvals. If the Requisite Approvals are obtained, the Plan of Arrangement will bind all Secured Lenders, Unsecured Debentureholders and Existing Shareholders. The Plan of Arrangement was approved by the Supreme Court of British Columbia on October 5, 2020. On January 29, 2021, a notice of appeal with respect to the final approval for the Plan of Arrangement received by the Company on November 5, 2020 was dismissed by the British Columbia Court of Appeal. The Company is in progress of obtaining the remaining Requisite Approvals. |
Revision of Prior Period Financ
Revision of Prior Period Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Restatement [Abstract] | |
Revision of Prior Period Financial Statements | Note 14 - Revision of Prior Period Financial Statements During the three months ended March 31, 2021, the Company determined that it had not appropriately recorded cost of inventory as of December 31, 2020. This resulted in an overstatement of the inventory balance, accrued and other current liabilities and accumulated deficit as of December 31, 2020 and income tax expense and an understatement of costs and expenses applicable to revenues for the year ended December 31, 2020. Based on an analysis of Accounting Standards Codification (“ASC”) 250 – “Accounting Changes and Error Corrections” (“ASC 250”), Staff Accounting Bulletin 99 – “Materiality” (“SAB 99”) and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company determined that these errors were immaterial to the previously issued financial statements, and as such no restatement was necessary. Correcting prior period financial statements for immaterial errors would not require previously filed reports to be amended. The effect of the adjustments on the line items within the Company’s consolidated balance sheet as of December 31, 2020 is as follows: December 31, 2020 As Adjustment As adjusted Inventories $ 30,292 $ (4,841 ) $ 25,451 Current Assets 50,464 (4,841 ) 45,623 Total Assets 357,974 (4,841 ) 353,133 Accrued and other current liabilities 56,381 (1,328 ) 55,053 Current liabilities 233,207 (1,328 ) 231,879 Total Liabilities 307,132 (1,328 ) 305,804 Accumulated Deficit (720,629 ) (3,513 ) (724,142 ) Total Shareholders’ Equity 50,842 (3,513 ) 47,329 Total Liabilities and Shareholders’ Equity 357,974 (4,841 ) 353,133 T he effect of the adjustments on the line items within the Company’s interim condensed consolidated statements of shareholder’s equity for the three months ended March 31, 2021 is as follow s: March 31, 2021 As Adjustment As adjusted Deficit accumulated – Balance January 1, 2021 $ (720,629 ) $ (3,513 ) $ (724,142 ) Shareholders’ equity total – Balance January 1, 2021 50,842 (3,513 ) 47,329 |
Overview and Basis of Present_2
Overview and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | (a) Description of Business iAnthus Capital Holdings, Inc. (“ICH”, or “iAnthus”), together with its consolidated subsidiaries (collectively, the “Company”) is a vertically- integrated multi-state owner and operator of licensed cannabis cultivation, processing and dispensary facilities, and developer, producer and distributor of innovative branded cannabis and cannabidiol (“CBD”) products in the United States. Through the Company’s subsidiaries, licenses, interests and contractual arrangements, the Company has the capacity to operate dispensaries and cultivation/processing facilities, and manufacture and distribute cannabis across the states in which the Company operates in the U.S. Additionally, the Company distributes CBD products online and to retail locations across the United States. The Company’s business activities, and the business activities of its subsidiaries, which operate in jurisdictions where the use of marijuana has been legalized under state and local laws, currently are illegal under U.S. federal law. The U.S. Controlled Substances Act classifies marijuana as a Schedule I controlled substance. Any proceeding that may be brought against the Company could have a material adverse effect on the Company’s business plans, financial condition and results of operations. |
Basis of Presentation | (b) Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and, accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with U.S. GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2020 included as part of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2021. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2021, or any other period. These unaudited interim condensed consolidated financial statements are presented in U.S. dollars. |
Going Concern | (c) Going Concern These unaudited interim condensed consolidated financial statements have been prepared under the assumption that the Company will be able to continue its operations and will be able to realize its assets and discharge its liabilities in the normal course of business in the foreseeable future. For the three months ended March 31, 2021, the Company reported a net loss of $19.5 million and an accumulated deficit of $743.6 million as of March 31, 2021. These material circumstances cast substantial doubt on the Company’s ability to continue as a going concern for a period of at least 12 months from the date of this report and ultimately on the appropriateness of the use of the accounting principles applicable to a going concern. During the three months ended March 31, 2020, due to liquidity constraints, the Company did not make interest payments due to the lenders of the Company’s 13% senior secured convertible debentures (the “Secured Notes”) and the 8% convertible unsecured debentures (the “Unsecured Debentures”) (together the “Lenders”). The Company is currently in default with respect to its long-term debt, which, as of March 31, 2021 consists of $97.5 million and $60.0 million of principal amount, and $19.0 million and $6.0 million in accrued interest, with respect to the Secured Notes and Unsecured Debentures, respectively. In addition, as a result of the default, the Company has accrued additional principal and interest of $14.2 million in excess of the aforementioned amounts. Refer to Note 4 and Note 13 for further discussion. As a result, the Board of Directors (the “Board”) formed a special committee comprising of five independent, non-management directors of the Company (the “Special Committee”) to, among other matters, explore and consider strategic alternatives available to the Company in light of the prospective liquidity requirements of the Company, the condition of the capital markets affecting companies in the cannabis industry, and the rapid change in the state of the economy and capital markets generally caused by the novel coronavirus known as COVID-19 (“COVID-19”), including but not limited to: • renegotiation of existing financing arrangements and other material contracts, including any amendments, waivers, extensions or similar agreements with the Lenders to and/or stakeholders of the Company and/or its subsidiaries that the Special Committee determines are in the best interest of the Company and/or its subsidiaries; • managing available sources of capital, including equity investments or debt financing or refinancing and the terms thereof; • implementing the operational and financial restructuring of the Company and its subsidiaries and their respective businesses, assets and licensure and other rights; and • implementing other potential strategic transactions. The Special Committee engaged Canaccord Genuity Corp. as its financial advisor to assist the Special Committee in analyzing various strategic alternatives to address its capital structure and liquidity challenges. On June 22, 2020, the Company received notice from Gotham Green Admin 1, LLC (the “Collateral Agent”), as collateral agent holding security for the benefit of the holders of the Company’s Secured Notes, with a demand for repayment (the “Demand Letter”) under the Amended and Restated Secured Debenture Purchase Agreement dated October 10, 2019 (the “Secured Notes Purchase Agreement”) of the entire principal amount of the Secured Notes, together with interest, fees, costs and other allowable charges that had accrued or might accrue in accordance with the Secured Notes Purchase Agreement and the other Transaction Agreements (as defined in the Secured Notes Purchase Agreement). The Collateral Agent also concurrently provided the Company with a Notice of Intention to Enforce Security (the “BIA Notice”) under section 244 of the Bankruptcy and Insolvency Act (Canada) (the “BIA”). On July 10, 2020, the Company entered into the Restructuring Support Agreement (as defined below) to effect a proposed recapitalization transaction (the “Recapitalization Transaction”) with some of the Lenders to provide interim financing of $14.7 million (the “Tranche Four Secured Notes”). In connection with the Recapitalization Transaction, the Company and certain of its subsidiaries entered into a restructuring support agreement (the “Restructuring Support Agreement”) with all of the holders (the “Secured Lenders”) of the Subject to compliance with the Restructuring Support Agreement, the Secured Lenders and a majority of the Unsecured Debentureholders (“Consenting Unsecured Debentureholders”) will forbear from further exercising any rights or remedies in connection with any events of default of the Company now or hereafter occurring under their respective agreements and will stop any current or pending enforcement actions respecting same, including as set forth in the Demand Letter. Pursuant to the terms of the Restructuring Support Agreement, the Recapitalization Transaction will be implemented pursuant to arrangement proceedings (“Arrangement Proceedings”) commenced under the British Columbia Business Corporations Act, or, only if necessary, the Companies’ Creditors Arrangement Act (Canada) (“CCAA”). Completion of the Recapitalization Transaction through the Arrangement Proceedings is subject to, among other things, requisite stakeholder approval of the plan of arrangement (the “Plan of Arrangement”). On September 14, 2020, the Company held meetings at which the stakeholders approved the Plan of Arrangement. Following the stakeholder vote, on September 25, 2020, the Company attended a court hearing before the Supreme Court of British Columbia (the “Court”) to receive approval of the Plan of Arrangement. On October 6, 2020, the Company received final approval from the Court for the Plan of Arrangement. The Company may be required to obtain other necessary regulatory and stock exchange approvals with respect to the Plan of Arrangement (the “Requisite Approvals”). Pursuant to the terms of the Restructuring Support Agreement, if the Recapitalization Transaction is completed through CCAA proceedings, then the existing holders of the Company’s common shares (the “Existing Shareholders”) will not receive any recovery. On November 5, 2020, the Company received a notice of appeal with respect to the final approval for the Plan of Arrangement by the Court, and on January 29, 2021, the appeal was dismissed by the British Columbia Court of Appeal. The Company believes that the financing transactions discussed above should provide the necessary funding for the Company to continue as a going concern. However, there can be no assurance that such capital will be available in the future. As such, these material circumstances cast substantial doubt on the Company’s ability to continue as a going concern for a period of no less than 12 months from the date of this report. These unaudited interim condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Basis of Consolidation | (d) Basis of Consolidation The unaudited interim condensed consolidated financial statements include the accounts of the Company together with its consolidated subsidiaries, except for subsidiaries which the Company has identified as variable interest entities (“VIEs”) where the Company is not the primary beneficiary. |
Use of Estimates | (d) Use of Estimates The preparation of the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. Significant estimates made by management include, but are not limited to: economic lives of leased assets; allowances for potential uncollectability of accounts and notes receivable, provisions for inventory obsolescence; impairment assessment of long-lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; estimates of fair value of derivative instruments; and estimates of the fair value of stock-based payment awards. |
Change in Estimates | (e) Change in Estimates In January 2021, the Company completed an assessment of the yield per gram that is used as an input to value the Company’s inventory. The timing of this review was based on a combination of factors accumulating over time that provided the Company with updated information to make a better estimate on the yield of its products. These factors included enhanced data gathering of crop production and yields into inventory. The assessment resulted in a revision of the Company’s production yield estimates that are used to value ending inventory . This change in accounting estimate was effective in the first quarter of 2021. The effect of this change was an increase in costs and expenses applicable to revenues of approximately $2.9 million for the three months ended March 31, 2021. |
Coronavirus Pandemic | (f) Coronavirus Pandemic In March 2020, the World Health Organization declared the global emergence of the COVID-19 pandemic. The impact of COVID-19 on the Company’s business is currently unknown. The Company will continue to monitor guidance and orders issued by federal, state, and local authorities with respect to COVID-19. As a result, the Company may take actions that alter its business operations as may be required by such guidance and orders or take other steps that the Company determines are in the best interest of its employees, customers, partners, suppliers, shareholders, and stakeholders. Any such alterations or modifications could cause substantial interruption to the Company’s business and could have a material adverse effect on the Company’s business, operating results, financial condition, and the trading price of common shares, and could include temporary closures of one or more of the Company’s facilities; temporary or long-term labor shortages; temporary or long-term adverse impacts on the Company’s supply chain and distribution channels; and the potential of increased network vulnerability and risk of data loss resulting from increased use of remote access and removal of data from the Company’s facilities. In addition, COVID-19 could negatively impact capital expenditures and overall economic activity in the impacted regions or depending on the severity, globally, which could impact the demand for the Company’s products and services. It is unknown whether and how the Company may be impacted if the COVID-19 pandemic persists for an extended period of time or it there are increases in its breadth or in its severity, including as a result of the waiver of regulatory requirements or the implementation of emergency regulations to which the Company is subject. The COVID-19 pandemic poses a risk that the Company or its employees, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period. Although the Company has been deemed essential and/or has been permitted to continue operating its facilities in the states in which it cultivates, processes, manufactures, and sells cannabis during the pendency of the COVID-19 pandemic, subject to the implementation of certain restrictions on adult-use cannabis sales in both Massachusetts and Nevada, which have since been lifted, there is no assurance that the Company’s operations will continue to be deemed essential and/or will continue to be permitted to operate. The Company may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results, financial condition and the trading price of the common shares of the Company. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Summary of Maturities of Lease Liabilities for Operating Leases | Maturities of lease liabilities for operating leases as of March 31, 2021 were as follows: Operating 2021 $ 7,630 2022 6,983 2023 7,041 2024 7,198 2025 7,271 Thereafter 57,004 Total lease payments $ 93,127 Less: interest expense (58,549 ) Present value of lease liabilities $ 34,578 Weighted-average remaining lease term (years) 11.9 Weighted-average discount rate 20 % |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases are as follows: Balance Sheet Information Classification March 31, 2021 December 31, Right-of-use Operating leases $ 32,204 $ 33,083 Lease Liabilities Current portion of lease liabilities Operating leases $ 7,630 $ 7,450 Long-term lease liabilities Operating leases 26,948 27,670 Total $ 34,578 $ 35,120 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of inventories | Inventories is comprised of the following items: March 31, December 31, 2021 2020 (Revised) Supplies $ 4,816 $ 5,010 Raw materials 7,150 7,047 Work in process 6,925 5,710 Finished goods 7,283 7,684 Total $ 26,174 $ 25,451 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Instruments | Secured May 2019 March Other Total As of January 1, 2021 $ 115,350 $ 23,240 $ 31,665 $ 920 $ 171,175 Fair value of financial liabilities issued 10,860 — — 160 11,020 Accretion of balance 4,007 193 357 295 4,852 Repayment — — — (14 ) (14 ) As of March 31, 2021 $ 130,217 $ 23,433 $ 32,022 $ 1,361 $ 187,033 (1) This amount relates to the Company’s obligation to pay an exit fee of $10.0 million that accrues interest at a rate of 13% (the “Exit Fee”) under the Secured Notes. |
Share Capital (Tables)
Share Capital (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Summary Of Warrants Activity | The following table summarizes certain information in respect of the warrants for the Company’s shares: March 31, 2021 Units Weighted Average Exercise Price (C$) Warrants outstanding as of December 31, 2020 49,236 $ 4.06 Granted — — Exercised — — Expired (9,411 ) 2.52 Warrants outstanding as of March 31, 2021 39,825 $ 4.24 |
Summary Of Assumptions Used To Record Fair Value of Warrants | As of March 31, 2021 and December 31, 2020, warrants classified as derivative liabilities in the unaudited interim condensed consolidated balance sheet were revalued, with the following inputs: March 31, 2021 December 31, 2020 Risk-free interest rate 0.2 % 0.2 % Expected dividend yield 0.0 % 0.0 % Expected volatility 139.0 - 209.6 % 148.0 - 251.1 % |
Schedule Of Warrants Outstanding | Full share equivalent warrants outstanding and exercisable are as follows: March 31, 2021 December 31, 2020 Year of expiration Number Weighted Average Number Weighted Average 2021 17,185 $ 5.16 26,596 $ 4.37 2022 20,855 3.44 20,855 3.62 2023 1,785 4.57 1,785 4.57 Warrants outstanding 39,825 $ 4.24 49,236 $ 4.06 |
Summary Of Potentially Dilutive Securities | The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of March 31, 2021: March 31, December 31, Common Share Options 10,825 11,510 Warrants 39,825 49,236 Secured Notes 46,458 46,458 Debentures 10,135 10,135 MPX dilutive instruments (1) 408 408 Total* 107,651 117,747 * Total potentially dilutive securities does not include the shares that would potentially be issued upon conversion of the accrued interest on the Company’s long-term debt. As of March 31, 2021, this would amount into 10.1 million common shares (December 31, 2020 – 8.0 million common shares). (1) Prior to the MPX Acquisition, MPX had instruments outstanding that were potentially dilutive and as a result of the MPX Acquisition, the Company assumed certain of these instruments. |
Summary Of Option Activity | The following table summarizes certain information in respect of option activity under the Company’s stock option plan: March 31, 2021 December 31, 2020 Units Weighted Weighted Units Weighted Weighted Options outstanding, beginning 11,510 $ 4.86 — 19,578 $ 4.80 — Granted — — — 135 0.82 — Exercised — — — — — — Forfeited/Expired (685 ) 4.09 — (8,203 ) 4.99 — Options outstanding, ending 10,825 $ 4.91 6.72 11,510 $ 4.86 7.34 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
summary of income tax expense and effective tax rates | The following table summarizes the Company’s income tax expense and effective tax rates for the three months ended March 31, 2021 and 2020: 2021 2020 Loss from operations before income taxes $ (12,161 ) $ (234,935 ) Income tax expense 7,291 1,406 Effective tax rate (60.0 )% (0.6 )% |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments | Reportable Segments For the Three Months Ended March 31, 2021 2020 Revenues Eastern Region $ 33,056 $ 18,049 Western Region 18,302 11,725 Other (1) 447 652 Total $ 51,805 $ 30,426 Gross profit Eastern Region 21,162 $ 10,761 Western Region 8,580 4,761 Other (21 ) (70 ) Total $ 29,721 $ 15,452 Depreciation and amortization Eastern Region $ 6,178 $ 5,519 Western Region 838 590 Other 358 305 Total $ 7,374 $ 6,414 Asset impairments and write-downs Eastern Region $ 259 $ 196,844 Western Region — 252 Other — 2,947 Total $ 259 $ 200,043 Purchase of property, plant and equipment Eastern Region $ 4,745 $ 9,621 Western Region 3 388 Other 4 21 Total $ 4,752 $ 10,030 Purchase of intangibles Eastern Region $ — $ 218 Western Region — 74 Other — — Total $ — $ 292 (1) Revenues from segments below the quantitative thresholds are attributable to an operating segment of the Company that includes revenue from the sale of CBD products throughout the United States. This segment has never met any of the quantitative thresholds for determining reportable segments and nor does it meet the qualitative criteria for aggregation with the Company’s reportable segments. March 31, December 31, (Revised) Assets Eastern Region $ 230,195 $ 227,237 Western Region 109,356 109,039 Other 25,330 16,857 Total $ 364,881 $ 353,133 |
Summary of Disaggregation of Revenue | The Company disaggregates revenues into categories that depict how the nature, amount, timing and uncertainty of the revenues and cashflows are affected by economic factors. For the three months ended March 31, 2021, and 2020, the Company disaggregated its revenues as follows: For the Three Months Ended March 31, 2021 2020 Revenue iAnthus branded products $ 31,182 $ 15,179 Third party branded products 15,207 10,458 Wholesale/bulk/other products 5,416 4,789 Total $ 51,805 $ 30,426 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Text Block [Abstract] | |
Summary of fair value hierarchy of Company's financial assets and financial liabilities | The following table summarizes the fair value hierarchy for the Company’s financial assets and financial liabilities that are re-measured at their fair values periodically: March 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial Assets Long term investments - other 1 $ 532 $ — $ — $ 532 $ 512 $ — $ — $ 512 Financial Liabilities Derivative liabilities $ — $ — $ 282 $ 282 $ — $ — $ 245 $ 245 (1) Long-term unaudited |
Summary of changes in level one finnacial assets | The following table summarizes the changes in Level 1 financial assets: Financial Assets Balance as of December 31, 2020 $ 512 Revaluations on Level 1 instruments 20 Balance as of March 31, 2021 $ 532 |
Summary of changes in level three financial assets and liabilities | The following tables summarizes the changes in Level 3 financial assets and liabilities: Derivative Liabilities Balance as of December 31, 2020 $ 245 Revaluations on Level 3 instruments 37 Balance as of March 31, 2021 $ 282 |
Summary of long-term debt instruments at their carrying value and fair value | The following table summarizes the Company’s long-term debt instruments (Note 4) at their carrying value and fair value: March 31, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Unsecured Debentures $ 55,455 $ 56,305 $ 54,905 $ 53,830 Secured Notes 130,217 141,230 115,350 134,609 Other 1,361 1,086 920 924 Total $ 187,033 $ 198,621 $ 171,175 $ 189,363 |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | The following table summarizes the Company’s contractual obligations and commitments as of March 31, 2021: For the twelve months ended March 31, 2022 2023 2024 2025 2026 Operating leases $ 7,630 $ 6,983 $ 7,041 $ 7,198 $ 7,271 Service contracts 2,701 — — — — Construction contracts 12 — — — — Long-term debt, principal (1) 167,901 11,605 58 65 15,681 Total $ 178,244 $ 18,588 $ 7,099 $ 7,263 $ 22,952 (1) The payment schedule above shows amounts payable if the conversion options are not exercised by the lender for Company’s convertible debt instruments. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | March 31, December 31, Financial Statement Line Item Accounts receivable $ — $ 140 Other long-term assets 3,732 3,358 Total $ 3,732 $ 3,498 |
Unaudited Interim Condensed C_2
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Cash Payments | (a) Cash payments made on account of: For the Three 2021 2020 Income taxes $ 657 $ — Interest 24 52 |
Summary of Changes in Other Non-cash Operating Assets and Liabilities | (b) Changes in other non-cash For the Three Months Ended 2021 2020 Decrease (increase) in: Accounts receivables $ (1,009 ) $ (344 ) Prepaid expenses (1,028 ) (790 ) Inventories (723 ) (2,823 ) Other assets (719 ) (54 ) Increase (decrease) in: Accounts payable 1,930 (3,974 ) Accrued and other liabilities 6,341 11,458 $ 4,792 $ 3,473 |
Summary of Depreciation and Amortization of Assets | For the Three 2021 2020 Property, plant and equipment $ 2,977 $ 2,146 Operating lease right-of-use 542 413 Other intangible assets 3,855 3,855 $ 7,374 $ 6,414 |
Summary of Asset Write downs and Other Charges | (d) Write-downs and other charges are comprised of the following: For the Three Months Ended 2020 Write-downs: Account s $ — $ 329 Fixed asset 259 350 $ 259 $ 679 |
Summary of significant non-cash investing and financing activities | (e) Significant non-cash For the Three 2021 2020 Supplemental Cash Flow Information: Share issuance – settlement of outstanding obligations $ — $ 193 Cashless exercise of MPX warrants recorded as derivatives — 3,325 |
Summary of reconciliation of cash and restricted cash | The following table provides a reconciliation of cash and restricted cash reported within the unaudited interim condensed consolidated balance sheet to such amounts presented in the statement of cash flows: March 31, December 31, Cash $ 13,692 $ 11,015 Restricted cash 8,435 495 Total cash and restricted cash presented in statements of cash flows $ 22,127 $ 11,510 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Schedule of Debt Restructuring as per Restructuring Agreement for Subsequent Periods | As part of the Restructuring Support Agreement with the Secured Lenders and a majority of the Unsecured Debentureholders, dated July 13, 2020, the Secured Lenders, the Unsecured Debentureholders and the Existing Shareholders of the Company are to be allocated and issued, approximately, the amounts of Restructured Senior Debt (as defined below), Interim Financing (as defined below), Junior Non-Convertible (in ’000s of U.S. dollars) Restructured 1 Interim 2 8% Senior 3 Pro Forma 4 Secured Lenders $ 85,000 $ 14,737 $ 5,000 48.625 % Unsecured Debentureholders — — 15,000 48.625 % Existing Shareholders — — — 2.75 % Total $ 85,000 $ 14,737 $ 20,000 100 % (1) The principal balance of the Secured Notes will be reduced to $85.0 million, which will be increased by the amount of the Interim Financing, as set forth above, which has a first lien, senior secured position over all of the Company’s assets, is non-convertible non-callable (2) The Secured Lenders provided $14.7 million of interim financing (“Interim Financing”) to ICM, on substantially the same terms as the Restructured Senior Debt, net of a 5% original issue discount. The amounts of the Interim Financing along with any accrued interest thereon is expected to be converted into, and the original principal balance will be added to, the Restructured Senior Debt upon consummation of the Recapitalization Transaction. (3) The 8% Senior Unsecured Debentures include payment in kind at an interest rate of 8% per year, a maturity date which will be five years after the consummation of the Recapitalization Transaction, are non-callable (4) Following consummation of the Recapitalization Transaction, a to-be-determined |
Revision of Prior Period Fina_2
Revision of Prior Period Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restatement [Abstract] | |
Summary of Restatement of Balance Sheet | The effect of the adjustments on the line items within the Company’s consolidated balance sheet as of December 31, 2020 is as follows: December 31, 2020 As Adjustment As adjusted Inventories $ 30,292 $ (4,841 ) $ 25,451 Current Assets 50,464 (4,841 ) 45,623 Total Assets 357,974 (4,841 ) 353,133 Accrued and other current liabilities 56,381 (1,328 ) 55,053 Current liabilities 233,207 (1,328 ) 231,879 Total Liabilities 307,132 (1,328 ) 305,804 Accumulated Deficit (720,629 ) (3,513 ) (724,142 ) Total Shareholders’ Equity 50,842 (3,513 ) 47,329 Total Liabilities and Shareholders’ Equity 357,974 (4,841 ) 353,133 |
Summary of Restatement of Statement of Equity | T he effect of the adjustments on the line items within the Company’s interim condensed consolidated statements of shareholder’s equity for the three months ended March 31, 2021 is as follow s: March 31, 2021 As Adjustment As adjusted Deficit accumulated – Balance January 1, 2021 $ (720,629 ) $ (3,513 ) $ (724,142 ) Shareholders’ equity total – Balance January 1, 2021 50,842 (3,513 ) 47,329 |
Overview and Basis of Present_3
Overview and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jul. 10, 2020 | |
Net income (loss) | $ (19,452) | $ (236,341) | ||
Accumulated deficit | (743,594) | $ (724,142) | ||
Debt instrument debt default amount | 97,500 | |||
Debt instrument debt default principal amount | 60,000 | |||
Debt instrument debt default accrued additional fees and interest | 14,200 | |||
Revenue [Member] | ||||
Increase in cost and expenses | 2,900 | |||
Recapitalization transaction [Member] | ||||
Debt instrument face amount | $ 14,700 | |||
Secured Debt [Member] | ||||
Debt Instrument debt default accrued interest amount | 19,000 | |||
Unsecured Debt [Member] | ||||
Debt Instrument debt default accrued interest amount | $ 6,000 | |||
Senior secured convertible debentures [Member] | ||||
Debt instrument interest rate | 13.00% | |||
Convertible unsecured debentures [Member] | ||||
Debt instrument interest rate | 8.00% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Selling, General and Administrative Expenses, and Depreciation and Amortization Expenses [Member] | ||
Operating lease expense | $ 2.4 | $ 2 |
Minimum [Member] | ||
Sublease lease term | 1 year | |
Maximum [Member] | ||
Sublease lease term | 15 years |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities for Operating Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2021 | $ 7,630 | |
2022 | 6,983 | |
2023 | 7,041 | |
2024 | 7,198 | |
2025 | 7,271 | |
Thereafter | 57,004 | |
Total lease payments | 93,127 | |
Less: interest expense | (58,549) | |
Present value of lease liabilities | $ 34,578 | $ 35,120 |
Weighted-average remaining lease term (years) | 11 years 10 months 24 days | |
Weighted-average discount rate | 20.00% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Supplemental Balance Sheet Information Related To Leases [Abstract] | ||
Right-of-use assets | $ 32,204 | $ 33,083 |
Lease Liabilities | ||
Current portion of lease liabilities | 7,630 | 7,450 |
Long-term lease liabilities | 26,948 | 27,670 |
Present value of lease liabilities | $ 34,578 | $ 35,120 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Supplies | $ 4,816 | $ 5,010 |
Raw materials | 7,150 | 7,047 |
Work in process | 6,925 | 5,710 |
Finished goods | 7,283 | 7,684 |
Total | $ 26,174 | $ 25,451 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Beginning balance | $ 171,175 | |
Fair value of financial liabilities issued | 11,020 | |
Accretion of balance | 4,852 | |
Repayment | (14) | $ (11,212) |
Ending balance | 187,033 | |
Secured Notes | ||
Debt Instrument [Line Items] | ||
Beginning balance | 115,350 | |
Fair value of financial liabilities issued | 10,860 | |
Accretion of balance | 4,007 | |
Ending balance | 130,217 | |
May 2019 Debentures | ||
Debt Instrument [Line Items] | ||
Beginning balance | 23,240 | |
Accretion of balance | 193 | |
Ending balance | 23,433 | |
March 2019 Debentures | ||
Debt Instrument [Line Items] | ||
Beginning balance | 31,665 | |
Accretion of balance | 357 | |
Ending balance | 32,022 | |
Other | ||
Debt Instrument [Line Items] | ||
Beginning balance | 920 | |
Fair value of financial liabilities issued | 160 | |
Accretion of balance | 295 | |
Repayment | (14) | |
Ending balance | $ 1,361 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long-term Debt Instruments (Parenthetical) (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt instrument, unamortized discount | $ 30.3 | $ 30.3 |
Unamortized discount costs | 6.3 | 9.5 |
Debt issuance costs, net | 7.7 | 7 |
Unamortized debt issuance costs | 3.6 | 3.5 |
Interest accrued on current and long term debt | 28.8 | $ 23.3 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt exit fee payable | $ 10 | |
Interest rate percentage on the exit fee | 13.00% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2021 | Feb. 02, 2021 | Jul. 13, 2020 | Dec. 20, 2019 | Sep. 30, 2019 | May 02, 2019 | Mar. 18, 2019 | Feb. 05, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Apr. 04, 2021 | Dec. 31, 2020 | Mar. 31, 2019 | May 14, 2018 |
Debt Instrument [Line Items] | ||||||||||||||
Interest expense | $ 400 | $ 2,200 | ||||||||||||
Accretion expense | 4,852 | 4,004 | ||||||||||||
Long term debt default amount principal | $ 97,500 | 97,500 | ||||||||||||
Secured debt long term fair value | 198,621 | 198,621 | $ 189,363 | |||||||||||
Unamortized debt issuance costs | $ 3,600 | $ 3,600 | $ 3,500 | |||||||||||
Class of warrants or rights exercise price per share | $ 4.24 | $ 4.24 | $ 4.06 | |||||||||||
Cash balance | $ 13,692 | $ 13,692 | $ 11,015 | |||||||||||
Payment In Kind [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percentage of total interest that can be paid through cash or in kind route | 50.00% | |||||||||||||
Private Placement [Member] | March 2019 Equity Warrants [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate on secured notes | 8.00% | 8.00% | 8.00% | |||||||||||
Debt instrument terms of interest payment | payable quarterly | |||||||||||||
Class of warrants or rights number of shares covered by warrants or rights | 2,177,291 | |||||||||||||
Class of warrants or rights exercise price per share | $ 6.43 | |||||||||||||
Class of warrant or rights expiry date | Mar. 15, 2022 | |||||||||||||
Private Placement [Member] | May 2019 Equity Warrants [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument maturity date | Mar. 15, 2023 | |||||||||||||
Debt instrument terms of interest payment | payable quarterly | |||||||||||||
Class of warrants or rights number of shares covered by warrants or rights | 1,555,207 | |||||||||||||
Class of warrants or rights exercise price per share | $ 6.43 | |||||||||||||
Private Placement [Member] | In Cash [Member] | March 2019 Equity Warrants [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percentage of total interest that can be paid through cash or in kind route | 50.00% | |||||||||||||
Private Placement [Member] | Payment In Kind [Member] | March 2019 Equity Warrants [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percentage of total interest that can be paid through cash or in kind route | 50.00% | |||||||||||||
I Anthus New Jersey LLC [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Description about qualified financing | “Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to us of not less than $10 million from the subscription of our securities, including, but not limited to, a private placement or rights offering. | |||||||||||||
Threshold limit of qualified financing, net proceeds not less than the subscription of securities | $ 10,000 | |||||||||||||
Secured Debt [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt exit fee payable | $ 10,000 | 10,000 | ||||||||||||
Secured Debt [Member] | Tranche One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face value | $ 40,000 | |||||||||||||
Debt instrument conversion price per share | $ 3.08 | |||||||||||||
Debt instrument beneficial conversion feature | 7,900 | |||||||||||||
Interest expense | 1,700 | 1,400 | ||||||||||||
Accretion expense | 2,300 | 2,000 | ||||||||||||
Long term debt default amount principal | 97,500 | 97,500 | $ 60,000 | |||||||||||
Long term debt default amount accrued interest | 19,000 | 19,000 | $ 6,000 | |||||||||||
Long term debt exit fee payable principal and interest | 14,200 | 14,200 | 12,500 | |||||||||||
Long term debt exit fee payable | 10,300 | 10,300 | 10,300 | |||||||||||
Interest expenses incurred on exit fees | 3,900 | 2,200 | ||||||||||||
Interest payable on exit fee | $ 3,900 | $ 3,900 | 2,200 | |||||||||||
Debt instrument financial covenant description | The terms also contain a financial covenant requiring the Company’s asset value to be 1.75 times the total net debt at each quarter end and maintain a minimum cash balance of $1.0 million while the Tranche One Secured Notes remain outstanding (the “market value test”). | |||||||||||||
Financial covenant requires to maintain ratio of asset value to net debt | 1.75 | 1.75 | ||||||||||||
Cash balance | $ 1,000 | $ 1,000 | ||||||||||||
Secured Debt [Member] | Tranche One [Member] | Accretion Expense [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Amortization of debt discount | 700 | 700 | ||||||||||||
Secured Debt [Member] | Tranche Two [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face value | $ 20,000 | |||||||||||||
Debt instrument maturity date | May 14, 2021 | |||||||||||||
Interest rate on secured notes | 13.00% | |||||||||||||
Interest expense | 800 | 700 | ||||||||||||
Accretion expense | 500 | 400 | ||||||||||||
Secured Debt [Member] | Tranche Three [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face value | $ 36,200 | |||||||||||||
Debt instrument maturity date | May 14, 2021 | |||||||||||||
Interest rate on secured notes | 13.00% | |||||||||||||
Interest expense | 1,400 | 1,200 | ||||||||||||
Accretion expense | 1,100 | 1,000 | ||||||||||||
Secured Debt [Member] | Tranche Four [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face value | $ 14,700 | |||||||||||||
Debt instrument maturity date | Jul. 13, 2025 | |||||||||||||
Interest expense | 300 | 0 | ||||||||||||
Accretion expense | 100 | |||||||||||||
Debt instrument original issue discount percentage | 8.00% | |||||||||||||
Escrow deposit | 0 | 0 | 400 | |||||||||||
New Jersey Senior Secured Bridge Notes [Member] | I Anthus New Jersey LLC [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face value | $ 11,000 | |||||||||||||
Debt instrument maturity date | Feb. 2, 2023 | |||||||||||||
Interest rate on secured notes | 14.00% | |||||||||||||
Interest expense | 200 | 0 | ||||||||||||
Accretion expense | 100 | $ 0 | ||||||||||||
Secured debt long term fair value | $ 10,300 | |||||||||||||
Unamortized debt issuance costs | $ 700 | |||||||||||||
Escrow deposit | $ 8,400 | 8,400 | $ 0 | |||||||||||
New Jersey Senior Secured Bridge Notes [Member] | Prospective Recapitalization Transaction [Member] | I Anthus New Jersey LLC [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate on secured notes | 8.00% | |||||||||||||
New Jersey Senior Secured Bridge Notes [Member] | Prospective Default [Member] | I Anthus New Jersey LLC [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate on secured notes | 25.00% | |||||||||||||
March 2019 Debentures [Member] | Private Placement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face value | $ 35,000 | |||||||||||||
Debt instrument maturity date | Mar. 15, 2023 | |||||||||||||
Interest rate on secured notes | 8.00% | |||||||||||||
Interest expense | 700 | $ 700 | ||||||||||||
Accretion expense | $ 400 | $ 300 | ||||||||||||
March 2019 Debentures [Member] | Private Placement [Member] | In Cash [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percentage of total interest that can be paid through cash or in kind route | 50.00% | |||||||||||||
May 2019 Debentures [Member] | Private Placement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face value | $ 25,000 | |||||||||||||
Interest rate on secured notes | 8.00% | 8.00% | 8.00% | |||||||||||
Interest expense | $ 500 | $ 500 | ||||||||||||
Accretion expense | $ 200 | $ 200 | ||||||||||||
May 2019 Debentures [Member] | Private Placement [Member] | Payment In Kind [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percentage of total interest that can be paid through cash or in kind route | 50.00% | |||||||||||||
Stavola Trust Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument maturity date | Jan. 19, 2020 | |||||||||||||
Business combination liablity assumed non current debt | $ 10,800 | |||||||||||||
Related party transaction rate of interest | 8.00% |
Share Capital - Summary of Warr
Share Capital - Summary of Warrants Activity (Detail) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Warrants outstanding units beginning balance | shares | 49,236 |
Warrants outstanding units granted | shares | 0 |
Warrants outstanding units exercised | shares | 0 |
Warrants outstanding units expired | shares | (9,411) |
Warrants outstanding units ending balance | shares | 39,825 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted average exercise price beginning balance | $ / shares | $ 4.06 |
Weighted average exercise price granted | $ / shares | |
Weighted average exercise price exercised | $ / shares | |
Warrants Outstanding Weighted Average Exercise Price, Expired | $ / shares | 2.52 |
Weighted average exercise price ending balance | $ / shares | $ 4.24 |
Share Capital - Summary of Assu
Share Capital - Summary of Assumptions Used To Record Fair Value of Warrants (Detail) - Warrants [Member] | Mar. 31, 2021 | Dec. 31, 2020 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.2 | 0.2 |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Expected voltility | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 209.6 | 251.1 |
Expected voltility | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 139 | 148 |
Share Capital - Summary of Wa_2
Share Capital - Summary of Warrants Outstanding (Detail) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Number outstanding | 39,825 | 49,236 |
Weighted average exercise price | $ 4.24 | $ 4.06 |
Class Of Warrants Expire On 2021 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number outstanding | 17,185 | 26,596 |
Weighted average exercise price | $ 5.16 | $ 4.37 |
Class Of Warrants Expire On 2022 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number outstanding | 20,855 | 20,855 |
Weighted average exercise price | $ 3.44 | $ 3.62 |
Class Of Warrants Expire On 2023 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number outstanding | 1,785 | 1,785 |
Weighted average exercise price | $ 4.57 | $ 4.57 |
Share Capital - Summary of Pot
Share Capital - Summary of Potentially Dilutive Securities (Detail) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | ||
Common Share Options | 10,825 | 11,510 |
Warrants | 39,825 | 49,236 |
Secured Notes | 46,458 | 46,458 |
Debentures | 10,135 | 10,135 |
MPX dilutive instruments | 408 | 408 |
Total | 107,651 | 117,747 |
Share Capital - Summary of P_2
Share Capital - Summary of Potentially Dilutive Securities (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Common Stock [Member] | ||
Common shares amount | $ 10.1 | $ 8 |
Share Capital - Summary Of Opti
Share Capital - Summary Of Option Activity (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted units | 0 | |
Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning balance outstanding | 11,510 | 19,578 |
Granted units | 0 | 135 |
Exercised units | 0 | 0 |
Forfeited/Expired units | (685) | (8,203) |
Ending balance outstanding | 10,825 | 11,510 |
Weighted average exercise price beginning balance | $ 4.86 | $ 4.80 |
Weighted average exercise price granted | 0.82 | |
Weighted average exercise price exercised | ||
Weighted average exercise price forfeited/expired | 4.09 | 4.99 |
Weighted average exercise price ending balance | $ 4.91 | $ 4.86 |
Weighted average contractual life | 6 years 8 months 19 days | 7 years 4 months 2 days |
Share Capital - Additional Info
Share Capital - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Granted units | 0 | ||
Warrants fair value | $ 0.3 | $ 0.2 | |
Fair value adjustment of warrants | (0.1) | $ 4.7 | |
Stock Issued During Period, Shares, Issued for Services | 75,000 | ||
Payments of Stock Issuance Costs | $ 0.2 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | 6.9 | ||
Selling, general and administrative expenses | |||
Share-based payment arrangement expense | $ 1.6 | $ 5.2 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense and Effective Tax Rates (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Loss from operations before income taxes | $ (12,161) | $ (234,935) |
Income tax expense | $ 7,291 | $ 1,406 |
Effective tax rate | (60.00%) | (0.60%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Federal statutory rate | 21.00% |
Segment Information - Summary o
Segment Information - Summary of Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | ||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 51,805 | $ 30,426 | ||
Gross profit | 29,721 | 15,452 | ||
Depreciation and amortization | 7,374 | 6,414 | ||
Asset impairments and write-downs | 259 | 200,043 | ||
Purchase of property, plant and equipment | 4,752 | 10,030 | ||
Purchase of intangibles | 292 | |||
Assets | 364,881 | $ 353,133 | ||
Eastern Region | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 33,056 | 18,049 | ||
Gross profit | 21,162 | 10,761 | ||
Depreciation and amortization | 6,178 | 5,519 | ||
Asset impairments and write-downs | 259 | 196,844 | ||
Purchase of property, plant and equipment | 4,745 | 9,621 | ||
Purchase of intangibles | 218 | |||
Assets | 230,195 | 227,237 | ||
Western Region | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 18,302 | 11,725 | ||
Gross profit | 8,580 | 4,761 | ||
Depreciation and amortization | 838 | 590 | ||
Asset impairments and write-downs | 252 | |||
Purchase of property, plant and equipment | 3 | 388 | ||
Purchase of intangibles | 74 | |||
Assets | 109,356 | 109,039 | ||
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | [1] | 447 | 652 | |
Gross profit | (21) | (70) | ||
Depreciation and amortization | 358 | 305 | ||
Asset impairments and write-downs | 2,947 | |||
Purchase of property, plant and equipment | 4 | $ 21 | ||
Assets | $ 25,330 | $ 16,857 | ||
[1] | Revenues from segments below the quantitative thresholds are attributable to an operating segment of the Company that includes revenue from the sale of CBD products throughout the United States. This segment has never met any of the quantitative thresholds for determining reportable segments and nor does it meet the qualitative criteria for aggregation with the Company’s reportable segments. |
Segment Information - Summary_2
Segment Information - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 51,805 | $ 30,426 |
iAnthus branded products | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 31,182 | 15,179 |
Third party branded products | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 15,207 | 10,458 |
Wholesale/bulk/other products | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 5,416 | $ 4,789 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - Customer Concentration Risk - Revenue Benchmark | 3 Months Ended |
Mar. 31, 2021Customer | |
Product Information [Line Items] | |
Credit risk | 10.00% |
Entity wide revenue major customer | 0 |
Financial Instruments - Summary
Financial Instruments - Summary of Fair Value Hierarchy of Company's Financial Assets and Financial Liabilities (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Financial Assets | |||
Long term investments - other | [1] | $ 532 | $ 512 |
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Recurring | |||
Financial Liabilities | |||
Derivative liabilities | 282 | 245 | |
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Recurring | Level 3 [Member] | |||
Financial Liabilities | |||
Derivative liabilities | $ 282 | $ 245 | |
[1] | Long-term investments – other are included in the investments balance in the interim condensed consolidated balance sheets. |
Financial Instruments - Summa_2
Financial Instruments - Summary of Changes in Level One Financial Assets (Detail) - Other Long-term Investments [Member] - Level 1 [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning balance | $ 512 |
Revaluations on Level 1 instruments | 20 |
Ending balance | $ 532 |
Financial Instruments - Summa_3
Financial Instruments - Summary of Changes in Level Three Financial Assets and Liabilities (Detail) - Derivative Financial Instruments, Liabilities [Member] - Level 3 [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning balance | $ 245 |
Revaluations on Level 3 instruments | 37 |
Ending balance | $ 282 |
Financial Instruments - Summa_4
Financial Instruments - Summary of Company's Long-Term Debt Instruments at their Carrying Value and Fair Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Carrying value | $ 187,033 | $ 171,175 |
Fair value | 198,621 | 189,363 |
Unsecured Debentures | ||
Debt Instrument [Line Items] | ||
Carrying value | 55,455 | 54,905 |
Fair value | 56,305 | 53,830 |
Secured Notes | ||
Debt Instrument [Line Items] | ||
Carrying value | 130,217 | 115,350 |
Fair value | 141,230 | 134,609 |
Other Long Term Debt | ||
Debt Instrument [Line Items] | ||
Carrying value | 1,361 | 920 |
Fair value | $ 1,086 | $ 924 |
Commitments - Summary of contr
Commitments - Summary of contractual obligations and commitments (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2022 | $ 178,244 |
2023 | 18,588 |
2024 | 7,099 |
2025 | 7,263 |
2026 | 22,952 |
Operating leases [Member] | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2022 | 7,630 |
2023 | 6,983 |
2024 | 7,041 |
2025 | 7,198 |
2026 | 7,271 |
Service Contracts [Member] | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2022 | 2,701 |
2023 | |
2024 | |
2025 | |
2026 | |
Construction Contracts [Member] | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2022 | 12 |
2023 | |
2024 | |
2025 | |
2026 | |
Long term Debt Principal [Member] | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2022 | 167,901 |
2023 | 11,605 |
2024 | 58 |
2025 | 65 |
2026 | $ 15,681 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - Zia Integrated LLC [Member] - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | May 23, 2019 | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |||
Aggregate line of credit | $ 15 | ||
Principal amount of the convertible promissory note | $ 0 | $ 0 | |
Drawdowns from line of credit | $ 0 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 0 | $ 140 |
Other long-term assets | 3,732 | 3,358 |
Total | $ 3,732 | $ 3,498 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) C$ in Millions, $ in Millions | Feb. 05, 2019USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2021NIO (C$) | Dec. 31, 2020NIO (C$) | Jun. 30, 2017NIO (C$) |
Revolving Credit Facility [Member] | Hadley Ford [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line of credit accrued interest rate | 2.50% | ||||||
Receivable with imputed interest due date | Jun. 30, 2021 | ||||||
Line of Credit outstanding Amount | $ 0.4 | C$ 0.5 | |||||
Line of credit facility maximum borrowing capacity | $ 0.4 | C$ 0.5 | |||||
Remaining line of credit amount was offset by additional compensation | 0.5 | ||||||
Revolving Credit Facility [Member] | Hadley Ford [Member] | Termination Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line of credit amount partially offset against compensation | $ 0.3 | ||||||
MPX [Member] | Elizabeth Stavola [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts recievable due from a related party | $ 0.7 | ||||||
MPX [Member] | Revolving Credit Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party receivable was converted into a loan facility | $ 10 | ||||||
Line of credit accrued interest rate | 16.00% | ||||||
Receivable with imputed interest due date | Dec. 31, 2021 | ||||||
Line of Credit outstanding Amount | 3.6 | 3.2 | |||||
Line of Credit accrued interest | $ 0.5 | $ 0.3 |
Contingencies And Guarantees -
Contingencies And Guarantees - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 19, 2020 | Mar. 04, 2020 | |
Contingencies And Guarantees [Line Items] | |||||
Loss contingency claim for right to receive consulting fees and punitive damages | $ 0.5 | ||||
Total damages claimed value | $ 5.4 | ||||
Total Damages Sought Value | 167 | ||||
Claim for alleged payments | 1.3 | ||||
Claim for right to receive | $ 115 | ||||
Litigation Settlement, Remaining Amount Awarded to Other Party | $ 0.7 | ||||
Maximum [Member] | |||||
Contingencies And Guarantees [Line Items] | |||||
Litigation Settlement, Amount Awarded to Other Party | 0.5 | ||||
Minimum [Member] | |||||
Contingencies And Guarantees [Line Items] | |||||
Litigation Settlement, Amount Awarded to Other Party | 0.1 | ||||
Claim against ICHMPX ULC And MPX [Member] | |||||
Contingencies And Guarantees [Line Items] | |||||
Loss Contingency Accrual | 3 | ||||
Claim by prior shareholders of Grow Healthy Holdings LLC [Member] | |||||
Contingencies And Guarantees [Line Items] | |||||
Loss Contingency Accrual | 22 | ||||
Claim by security services firm against McCrory's, GHHIA, GHP, and IHF [Member] | |||||
Contingencies And Guarantees [Line Items] | |||||
Loss Contingency Accrual | $ 1 | ||||
Claim by Himed LLC an equity holder and holder of unsecured debentures [Member] | |||||
Contingencies And Guarantees [Line Items] | |||||
Debt instrument face value | $ 5 | ||||
Claims filed by oasis investments two master funds limited for breaching debt covenants [Member] | |||||
Contingencies And Guarantees [Line Items] | |||||
Unsecured debt payable | 25 | ||||
Damages payable to former employees [Member] | |||||
Contingencies And Guarantees [Line Items] | |||||
Loss Contingency Accrual | $ 1.2 | ||||
Amended claim [Member] | |||||
Contingencies And Guarantees [Line Items] | |||||
Loss Contingency Accrual | $ 10 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Summary of Cash Payments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||
Income taxes | $ 657 | |
Interest | $ 24 | $ 52 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Summary of Changes in Other Non-Cash Operating Assets and Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Increase (Decrease) in Operating Capital [Abstract] | ||
Decrease (increase) in accounts receivables | $ (1,009) | $ (344) |
Decrease (increase) in prepaid expenses | (1,028) | (790) |
Decrease (increase) in inventories | (723) | (2,823) |
Decrease (increase) in other assets | (719) | (54) |
Increase (decrease) in accounts payable | 1,930 | (3,974) |
Increase (decrease) in accrued and other liabilities | 6,341 | 11,458 |
Total | $ 4,792 | $ 3,473 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Summary of Depreciation and Amortization Of Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Depreciation And Amortization [Line Items] | ||
Depreciation and amortization | $ 7,374 | $ 6,414 |
Property, plant and equipment | ||
Depreciation And Amortization [Line Items] | ||
Depreciation and amortization | 2,977 | 2,146 |
Operating lease right-of-use assets | ||
Depreciation And Amortization [Line Items] | ||
Depreciation and amortization | 542 | 413 |
Other intangible assets | ||
Depreciation And Amortization [Line Items] | ||
Depreciation and amortization | $ 3,855 | $ 3,855 |
Unaudited Interim Condensed C_6
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Summary of Asset Write-downs and Other Charges (Detail) - Write-downs and other charges - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Asset Write Downs And Other Charges [Line Items] | ||
Asset write-downs and other charges | $ 259 | $ 679 |
Accounts receivable provisions | ||
Asset Write Downs And Other Charges [Line Items] | ||
Asset write-downs and other charges | 0 | 329 |
Fixed asset | ||
Asset Write Downs And Other Charges [Line Items] | ||
Asset write-downs and other charges | $ 259 | $ 350 |
Unaudited Interim Condensed C_7
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Summary of Significant Non-Cash Investing and Financing Activities (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flow Non Cash Investing And Financing Activities Disclosure [Line Items] | ||
Share issuance – settlement of outstanding obligations | $ 0 | $ 193 |
MPX Warrants [Member] | ||
Cash Flow Non Cash Investing And Financing Activities Disclosure [Line Items] | ||
Cashless exercise of MPX warrants recorded as derivatives | $ 0 | $ 3,325 |
Unaudited Interim Condensed C_8
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Summary Of Reconciliation of Cash And Restricted Cash (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash | $ 13,692 | $ 11,015 | ||
Restricted cash | 8,435 | 495 | ||
Total cash and restricted cash presented in statements of cash flows | $ 22,127 | $ 11,510 | $ 6,459 | $ 34,821 |
Unaudited Interim Condensed C_9
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Restricted cash | $ 8,435 | $ 495 |
Tranche Four Secured Notes [Member] | Funds Held In Escrow [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Restricted cash | $ 8,435 | $ 495 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Debt Restructuring as per Restructuring Agreement for Subsequent Periods (Detail) $ in Thousands | Jul. 13, 2020USD ($) |
Restructured Senior Debt [Member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Troubled debt restructuring debtor | $ 85,000 |
Restructured Senior Debt [Member] | Secured Lenders [Member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Troubled debt restructuring debtor | 85,000 |
Interim Financing [member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Troubled debt restructuring debtor | 14,737 |
Interim Financing [member] | Secured Lenders [Member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Troubled debt restructuring debtor | 14,737 |
8% Senior Unsecured Debentures [Member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Troubled debt restructuring debtor | 20,000 |
8% Senior Unsecured Debentures [Member] | Secured Lenders [Member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Troubled debt restructuring debtor | 5,000 |
8% Senior Unsecured Debentures [Member] | Unsecured Debentureholders [Member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Troubled debt restructuring debtor | $ 15,000 |
Proforma Common Equity [Member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Troubled debt restructuring debtor percentage | 100.00% |
Proforma Common Equity [Member] | Secured Lenders [Member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Troubled debt restructuring debtor percentage | 48.625% |
Proforma Common Equity [Member] | Unsecured Debentureholders [Member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Troubled debt restructuring debtor percentage | 48.625% |
Proforma Common Equity [Member] | Existing Shareholders [Member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Troubled debt restructuring debtor percentage | 2.75% |
Subsequent Events - Schedule _2
Subsequent Events - Schedule of Debt Restructuring as per Restructuring Agreement for Subsequent Periods (Parenthetical) (Detail) $ in Millions | Jul. 13, 2020USD ($) |
8% Senior Unsecured Debentures [Member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Debt instrument interest rate stated percentage | 8.00% |
After Consummation of Recapitalization Transaction [member] | 8% Senior Unsecured Debentures [Member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Debt instrument maturity date | five years |
Interim Financing [Member] | ICM [member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Proceeds from short term loans | $ 14.7 |
Restructured Senior Debt [member] | Payment in Kind (PIK) Note [member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Debt instrument interest rate stated percentage | 8.00% |
Restructured Senior Debt [member] | Secured Convertible Notes [member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Decrease in pricipal balance of debt instrument | $ 85 |
Restructured Senior Debt [member] | After Consummation of Recapitalization Transaction [member] | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | |
Debt instrument maturity date | five years |
Revision of Prior Period Fina_3
Revision of Prior Period Financial Statements - Summary of Restatement of Balance Sheet (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Restatement [Line Items] | ||||
Inventories | $ 26,174 | $ 25,451 | ||
Current Assets | 60,500 | 45,623 | ||
Total Assets | 364,881 | 353,133 | ||
Accrued and other current liabilities | 67,450 | 55,053 | ||
Current Liabilities | 250,702 | 231,879 | ||
Total Liabilities | 335,370 | 305,804 | ||
Accumulated deficit | (743,594) | (724,142) | ||
Shareholders' equity total | 29,511 | 47,329 | $ 118,175 | $ 352,473 |
Total Liabilities and Shareholders' Equity | 364,881 | 353,133 | ||
Previously Reported [Member] | ||||
Restatement [Line Items] | ||||
Inventories | 30,292 | |||
Current Assets | 50,464 | |||
Total Assets | 357,974 | |||
Accrued and other current liabilities | 56,381 | |||
Current Liabilities | 233,207 | |||
Total Liabilities | 307,132 | |||
Accumulated deficit | (720,629) | |||
Shareholders' equity total | 50,842 | 50,842 | ||
Total Liabilities and Shareholders' Equity | 357,974 | |||
Adjustment [Member] | ||||
Restatement [Line Items] | ||||
Inventories | (4,841) | |||
Current Assets | (4,841) | |||
Total Assets | (4,841) | |||
Accrued and other current liabilities | (1,328) | |||
Current Liabilities | (1,328) | |||
Total Liabilities | (1,328) | |||
Accumulated deficit | (3,513) | |||
Shareholders' equity total | (3,513) | (3,513) | ||
Total Liabilities and Shareholders' Equity | (4,841) | |||
Restated [Member] | ||||
Restatement [Line Items] | ||||
Inventories | 25,451 | |||
Current Assets | 45,623 | |||
Total Assets | 353,133 | |||
Accrued and other current liabilities | 55,053 | |||
Current Liabilities | 231,879 | |||
Total Liabilities | 305,804 | |||
Accumulated deficit | (724,142) | |||
Shareholders' equity total | $ 47,329 | 47,329 | ||
Total Liabilities and Shareholders' Equity | $ 353,133 |
Revision of Prior Period Fina_4
Revision of Prior Period Financial Statements - Summary of Restatement of Statement of Equity (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Restatement [Line Items] | ||||
Shareholders' equity total | $ 29,511 | $ 47,329 | $ 118,175 | $ 352,473 |
Previously Reported [Member] | ||||
Restatement [Line Items] | ||||
Deficit accumulated | (720,629) | |||
Shareholders' equity total | 50,842 | 50,842 | ||
Adjustment [Member] | ||||
Restatement [Line Items] | ||||
Deficit accumulated | (3,513) | |||
Shareholders' equity total | (3,513) | (3,513) | ||
Restated [Member] | ||||
Restatement [Line Items] | ||||
Deficit accumulated | (724,142) | |||
Shareholders' equity total | $ 47,329 | $ 47,329 |