Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 03, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | TRULIEVE CANNABIS CORP. | |
Entity Central Index Key | 0001754195 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56248 | |
Entity Incorporation, State or Country Code | A1 | |
Entity Tax Identification Number | 84-2231905 | |
Entity Address, Address Line One | 6749 Ben Bostic Road | |
Entity Address, City or Town | Quincy | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32351 | |
City Area Code | 850 | |
Local Phone Number | 480-7955 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Subordinate Voting Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 149,829,674 | |
Multiple Voting Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 36,050,254 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 181,421 | $ 230,646 |
Restricted cash | 0 | 3,013 |
Accounts receivable, net | 11,856 | 8,854 |
Inventories, net | 270,206 | 212,188 |
Notes receivable - current portion | 644 | 1,530 |
Prepaid expenses and other current assets | 65,877 | 68,189 |
Total current assets | 530,004 | 524,420 |
Property and equipment, net | 829,547 | 779,916 |
Right of use assets - operating, net | 121,705 | 125,973 |
Right of use assets - finance, net | 79,459 | 66,764 |
Intangible assets, net | 1,079,283 | 1,117,982 |
Goodwill | 789,900 | 765,358 |
Notes receivable, net | 12,123 | 12,147 |
Other assets | 22,245 | 18,312 |
TOTAL ASSETS | 3,464,266 | 3,410,872 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 83,858 | 94,073 |
Income tax payable | 23,888 | 27,610 |
Deferred revenue | 6,371 | 7,168 |
Notes payable - current portion, net | 9,502 | 10,052 |
Operating lease liabilities - current portion | 10,899 | 9,840 |
Finance lease liabilities - current portion | 7,697 | 6,185 |
Construction finance liabilities - current portion | 1,087 | 991 |
Contingencies | 22,070 | 13,017 |
Total current liabilities | 165,372 | 168,936 |
Long-term liabilities: | ||
Notes payable | 3,435 | 6,456 |
Private placement notes, net | 538,977 | 462,929 |
Warrant liabilities | 633 | 2,895 |
Operating lease liabilities | 128,385 | 122,130 |
Finance lease liabilities | 78,459 | 65,244 |
Construction finance liabilities | 182,113 | 175,198 |
Deferred tax liabilities | 237,641 | 251,311 |
Other long-term liabilities | 9,159 | 8,400 |
TOTAL LIABILITIES | 1,344,174 | 1,263,499 |
Commitments and contingencies (see Note 21) | ||
SHAREHOLDERS' EQUITY | ||
Additional paid-in-capital | 2,037,483 | 2,008,100 |
Accumulated earnings | 83,255 | 137,721 |
Non-controlling interest | (646) | 1,552 |
TOTAL SHAREHOLDERS' EQUITY | 2,120,092 | 2,147,373 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 3,464,266 | $ 3,410,872 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Statement of Financial Position [Abstract] | ||
Common stock, no par value | ||
Common stock, shares authorized, unlimited [Fixed List] | Unlimited | Unlimited |
Common stock, shares issued | 185,638,197 | 180,504,172 |
Common stock, shares outstanding | 185,638,197 | 180,504,172 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues, net of discounts | $ 320,283 | $ 215,122 | $ 638,631 | $ 408,945 |
Cost of goods sold | 138,129 | 70,639 | 278,327 | 129,198 |
Gross profit | 182,154 | 144,483 | 360,304 | 279,747 |
Expenses: | ||||
Sales and marketing | 75,286 | 46,576 | 148,148 | 91,135 |
General and administrative | 33,653 | 14,942 | 67,199 | 27,650 |
Depreciation and amortization | 30,889 | 6,667 | 60,194 | 12,101 |
Impairment and disposal of long-lived assets, net | 4,336 | 18,116 | ||
Total expenses | 144,164 | 68,185 | 293,657 | 130,886 |
Income from operations | 37,990 | 76,298 | 66,647 | 148,861 |
Other income (expense): | ||||
Interest expense, net | (19,678) | (6,649) | (37,555) | (14,548) |
Change in fair value of derivative liabilities - warrants | 1,442 | 2,262 | ||
Loss on disposal of non-operating assets | (719) | (3,400) | ||
Other income (expense), net | 1,713 | 333 | 2,628 | 295 |
Total other expense | (17,242) | (6,316) | (36,065) | (14,253) |
Income before provision for income taxes | 20,748 | 69,982 | 30,582 | 134,608 |
Provision for income taxes | 44,769 | 29,102 | 87,085 | 63,650 |
Net (loss) income and comprehensive (loss) income | (24,021) | 40,880 | (56,503) | 70,958 |
Less: Net loss and comprehensive loss attributed to non-controlling interest | (1,530) | (2,037) | ||
Net (loss) income and comprehensive (loss) income attributed to common shareholders | $ (22,491) | $ 40,880 | $ (54,466) | $ 70,958 |
Net (loss) income per share: | ||||
Basic | $ (0.12) | $ 0.33 | $ (0.29) | $ 0.59 |
Diluted | $ (0.12) | $ 0.31 | $ (0.29) | $ 0.55 |
Weighted average number of common shares used in computing net (loss) income per common share: | ||||
Basic | 187,174,176 | 125,631,725 | 187,124,886 | 120,351,366 |
Diluted | 187,174,176 | 133,002,231 | 187,124,886 | 127,884,913 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | PurePenn, LLC | Keystone Relief Centers LLC | Mountaineer Holding, LLC | Nature’s Remedy of Massachusetts, Inc. | Solevo Wellness West Virginia, LLC | Super Voting Shares | Multiple Voting Shares | Subordinate Voting Shares | Subordinate Voting Shares PurePenn, Pioneer, Solevo | Subordinate Voting Shares Mountaineer Holding, LLC | Subordinate Voting Shares Nature’s Remedy of Massachusetts, Inc. | Subordinate Voting Shares Solevo Wellness West Virginia, LLC | Common Shares | Common Shares PurePenn, Pioneer, Solevo | Common Shares Mountaineer Holding, LLC | Common Shares Nature’s Remedy of Massachusetts, Inc. | Common Shares Solevo Wellness West Virginia, LLC | Additional Paid-in-Capital | Additional Paid-in-Capital PurePenn, LLC | Additional Paid-in-Capital Keystone Relief Centers LLC | Additional Paid-in-Capital Mountaineer Holding, LLC | Additional Paid-in-Capital Nature’s Remedy of Massachusetts, Inc. | Additional Paid-in-Capital Solevo Wellness West Virginia, LLC | Accumulated Earnings | Non-Controlling Interest |
Beginning Balance at Dec. 31, 2020 | $ 447,904 | $ 328,214 | $ 119,690 | |||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 58,182,500 | 1,439,037 | 59,952,461 | 119,573,998 | ||||||||||||||||||||||
Share-based compensation | 741 | 741 | ||||||||||||||||||||||||
Shares issued for cash - warrant exercise | 6,861 | 6,861 | ||||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 469,133 | 469,133 | ||||||||||||||||||||||||
Conversion of warrants to subordinate voting shares (in shares) | 133,408 | 133,408 | ||||||||||||||||||||||||
Conversion of Multiple Voting to Subordinate Voting Shares | (117,668) | 117,668 | ||||||||||||||||||||||||
Conversion of Super Voting Shares to Subordinate Voting Shares (in shares) | (3,021,100) | 3,021,100 | ||||||||||||||||||||||||
Conversion of Super Voting Shares to Multiple Voting Shares (in shares) | (55,161,400) | 55,161,400 | ||||||||||||||||||||||||
Net (loss) income and comprehensive income (loss) | 30,078 | 30,078 | ||||||||||||||||||||||||
Ending Balance at Mar. 31, 2021 | 485,584 | 335,816 | 149,768 | |||||||||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 56,482,769 | 63,693,770 | 120,176,539 | |||||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | 447,904 | 328,214 | 119,690 | |||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 58,182,500 | 1,439,037 | 59,952,461 | 119,573,998 | ||||||||||||||||||||||
Net (loss) income and comprehensive income (loss) | 70,958 | |||||||||||||||||||||||||
Ending Balance at Jun. 30, 2021 | 756,235 | 565,587 | 190,648 | |||||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 56,461,096 | 70,521,604 | 126,982,700 | |||||||||||||||||||||||
Beginning Balance at Mar. 31, 2021 | 485,584 | 335,816 | 149,768 | |||||||||||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 56,482,769 | 63,693,770 | 120,176,539 | |||||||||||||||||||||||
Share-based compensation | 744 | 744 | ||||||||||||||||||||||||
Shares issued for cash - warrant exercise | 811 | 811 | ||||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 100,400 | 100,400 | ||||||||||||||||||||||||
Common stock issued upon cashless warrant exercise (in shares) | 661,614 | 661,614 | ||||||||||||||||||||||||
Tax withholding related to net share settlement of equity awards | (595) | (595) | ||||||||||||||||||||||||
Tax withholding related to net share settlement of equity awards (in shares) | (15,734) | (15,734) | ||||||||||||||||||||||||
Issuance of shares private placement, net of issuance costs | 217,896 | 217,896 | ||||||||||||||||||||||||
Issuance of shares private placement, net of issuance costs (in shares) | 5,750,000 | 5,750,000 | ||||||||||||||||||||||||
Contingent consideration payable in shares | (2,800) | (2,800) | ||||||||||||||||||||||||
Adjustment of fair value of equity consideration | $ 2,711 | $ 1,004 | $ 2,711 | $ 1,004 | ||||||||||||||||||||||
Shares issued for acquisition | $ 3,000 | $ 6,500 | $ 500 | $ 3,000 | $ 6,500 | $ 500 | ||||||||||||||||||||
Shares issued for acquisition (in shares) | 60,342 | 237,881 | 11,658 | 60,342 | 237,881 | 11,658 | ||||||||||||||||||||
Conversion of Multiple Voting to Subordinate Voting Shares | (21,673) | 21,673 | ||||||||||||||||||||||||
Net (loss) income and comprehensive income (loss) | 40,880 | 40,880 | ||||||||||||||||||||||||
Ending Balance at Jun. 30, 2021 | 756,235 | 565,587 | 190,648 | |||||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 56,461,096 | 70,521,604 | 126,982,700 | |||||||||||||||||||||||
Beginning Balance at Dec. 31, 2021 | 2,147,373 | 2,008,100 | 137,721 | $ 1,552 | ||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 51,916,999 | 128,587,173 | 180,504,172 | |||||||||||||||||||||||
Share-based compensation | 4,564 | 4,564 | ||||||||||||||||||||||||
Exercise of stock options | 108 | 108 | ||||||||||||||||||||||||
Exercise of stock options (in shares) | 45,775 | 45,775 | ||||||||||||||||||||||||
Shares issued for cash - warrant exercise | 22 | 22 | ||||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 1,648 | 1,648 | ||||||||||||||||||||||||
Shares issued under share compensation plans (in shares) | 16,257 | 16,257 | ||||||||||||||||||||||||
Tax withholding related to net share settlement of equity awards | (230) | (230) | ||||||||||||||||||||||||
Tax withholding related to net share settlement of equity awards (in shares) | (10,005) | (10,005) | ||||||||||||||||||||||||
Conversion of Multiple Voting to Subordinate Voting Shares | (2,699,100) | 2,699,100 | ||||||||||||||||||||||||
Shares issued for PurePenn, Pioneer, and Solevo earnouts (in shares) | 3,626,295 | 3,626,295 | ||||||||||||||||||||||||
Distribution | (50) | (50) | ||||||||||||||||||||||||
Divestment of variable interest entity | (111) | (111) | ||||||||||||||||||||||||
Net (loss) income and comprehensive income (loss) | (32,482) | (31,975) | (507) | |||||||||||||||||||||||
Ending Balance at Mar. 31, 2022 | 2,119,194 | 2,012,564 | 105,746 | 884 | ||||||||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2022 | 49,217,899 | 134,966,243 | 184,184,142 | |||||||||||||||||||||||
Beginning Balance at Dec. 31, 2021 | $ 2,147,373 | 2,008,100 | 137,721 | 1,552 | ||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 51,916,999 | 128,587,173 | 180,504,172 | |||||||||||||||||||||||
Exercise of stock options (in shares) | 92,811 | |||||||||||||||||||||||||
Net (loss) income and comprehensive income (loss) | $ (56,503) | |||||||||||||||||||||||||
Ending Balance at Jun. 30, 2022 | 2,120,092 | 2,037,483 | 83,255 | (646) | ||||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2022 | 36,126,099 | 149,512,098 | 185,638,197 | |||||||||||||||||||||||
Beginning Balance at Mar. 31, 2022 | 2,119,194 | 2,012,564 | 105,746 | 884 | ||||||||||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2022 | 49,217,899 | 134,966,243 | 184,184,142 | |||||||||||||||||||||||
Share-based compensation | 5,703 | 5,703 | ||||||||||||||||||||||||
Exercise of stock options (in shares) | 2,997 | 2,997 | ||||||||||||||||||||||||
Shares issued for cash - warrant exercise | 19,216 | 19,216 | ||||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 1,426,614 | 1,426,614 | ||||||||||||||||||||||||
Subordinate Voting Shares issued under share compensation plans (in shares) | 24,444 | 24,444 | ||||||||||||||||||||||||
Conversion of Multiple Voting to Subordinate Voting Shares | (13,091,800) | 13,091,800 | ||||||||||||||||||||||||
Net (loss) income and comprehensive income (loss) | (24,021) | (22,491) | (1,530) | |||||||||||||||||||||||
Ending Balance at Jun. 30, 2022 | $ 2,120,092 | $ 2,037,483 | $ 83,255 | $ (646) | ||||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2022 | 36,126,099 | 149,512,098 | 185,638,197 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flow from operating activities | ||
Net (loss) income and comprehensive (loss) income | $ (56,503) | $ 70,958 |
Adjustments to reconcile net (loss) income and comprehensive (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 60,194 | 12,101 |
Depreciation included in cost of goods sold | 24,501 | 8,687 |
Non-cash interest expense | 2,629 | 1,507 |
Non-cash interest income | (276) | |
Loss on impairment and disposal of long-lived assets, net | 18,116 | |
Loss on disposal of non-operating assets | 3,400 | |
Amortization of operating lease right of use assets | 5,742 | 1,910 |
Share-based compensation | 10,267 | 1,485 |
Accretion of construction finance liabilities | 595 | 1,068 |
Change in fair value of derivative liabilities - warrants | (2,262) | |
Non-cash change in contingencies | 10,384 | |
Allowance for credit losses | 1,088 | |
Deferred income tax expense | (13,669) | (1,986) |
Changes in operating assets and liabilities: | ||
Inventories | (55,736) | (14,316) |
Accounts receivable | (4,090) | (3,446) |
Prepaid expenses and other current assets | 2,362 | (8,896) |
Other assets | (4,422) | (5,603) |
Accounts payable and accrued liabilities | (2,930) | 2,152 |
Income tax payable | (3,674) | (14,032) |
Operating lease liabilities | (4,543) | (1,633) |
Deferred revenue | (797) | (992) |
Contingencies | (1,331) | |
Other long-term liabilities | 671 | 230 |
Net cash (used in) provided by operating activities | (10,284) | 49,194 |
Cash flow from investing activities | ||
Purchases of property and equipment | (92,865) | (115,302) |
Purchases of property and equipment related to construction finance liabilities | (13,247) | (7,147) |
Capitalized interest | (2,676) | (2,130) |
Acquisitions, net of cash acquired | (27,781) | (10,158) |
Purchases of internal use software | (4,887) | (1,951) |
Proceeds from sale of property and equipment | 100 | |
Proceeds from sale of variable interest entity | 1,604 | |
Proceeds from sale of held for sale assets | 2,173 | |
Proceeds received from notes receivable | 1,187 | |
Net cash used in investing activities | (136,392) | (136,688) |
Cash flow from financing activities | ||
Proceeds from private placement notes, net of discounts | 75,635 | |
Proceeds from notes payable | 1,080 | |
Proceeds from construction finance liabiliies | 7,047 | 7,148 |
Proceeds from warrant exercises | 19,238 | 7,672 |
Proceeds from shares issued pursuant to private placement, net of issuance costs | 217,896 | |
Proceeds from stock option exercises | 108 | |
Payments on notes payable | (2,486) | |
Payments from private placement notes | (1,874) | |
Payments on finance lease obligations | (3,205) | (2,091) |
Payments on construction finance liabilities | (636) | |
Payments for debt issuance costs | (189) | |
Payments on notes payable - related party | (11) | |
Payments for taxes related to net share settlement of equity awards | (230) | (595) |
Distributions | (50) | |
Net cash provided by financing activities | 94,438 | 230,019 |
Net (decrease) increase in cash and cash equivalents | (52,238) | 142,525 |
Cash, cash equivalents, and restricted cash, beginning of period | 233,659 | 146,713 |
Cash, cash equivalents, and restricted cash, end of period | 181,421 | 289,238 |
Supplemental disclosure of cash flow information | ||
Interest | 35,281 | 15,047 |
Income taxes, net of refunds | 104,261 | 79,950 |
Other noncash investing and financing activities | ||
ASC 842 lease additions - operating and finance leases | 30,383 | 29,291 |
Purchases of property and equipment in accounts payable and accrued liabilities | $ 10,084 | 13,751 |
Shares issued for acquisitions | 10,000 | |
Adjustment to PurePenn, LLC and Solevo contingent consideration | $ 2,800 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business | NOTE 1. NATURE OF BUSINESS Trulieve Cannabis Corp. together with its subsidiaries (“Trulieve", the “Company”) was incorporated in British Columbia, Canada. Trulieve is a vertically integrated cannabis company which, as of June 30, 2022, held licenses to operate in Florida, California, Connecticut, Pennsylvania, Massachusetts, West Virginia, Arizona, Colorado, Maryland, Nevada, and Ohio, to cultivate, produce, and sell medicinal-use cannabis products, and with respect to Arizona, California, Colorado, Nevada, and Massachusetts, adult-use cannabis products, and have received notice of intent to award a license in Georgia. In addition to the States listed above, the Company also conducts activities in other markets. In these markets, the Company has either applied for licenses, plans on applying for licenses, or partners with other entities, but does not currently directly own any cultivation, production, or retail licenses . In July 2018, Trulieve, Inc. entered into a non-binding letter agreement (“Letter Agreement”) with Schyan Exploration Inc. (“Schyan”) whereby Trulieve, Inc. and Schyan have agreed to merge their respective businesses resulting in a reverse takeover of Schyan by Trulieve, Inc. and change the business of Schyan from a mining issuer to a cannabis issuer (the “Schyan Transaction”). The Schyan Transaction was completed in August 2018 and Schyan changed its name to Trulieve Cannabis Corp. The Company’s principal address is located in Quincy, Florida. The Company’s registered office is located in British Columbia. The Company's operations are substantially located in Florida and to a lesser extent Arizona and Pennsylvania. The Company is listed on the Canadian Securities Exchange (the “CSE”) and began trading on September 25, 2018, under the ticker symbol “TRUL” and trades on the OTCQX market under the symbol “TCNNF”. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | NOTE 2. BASIS OF PRESENTATION Principles of consolidation The accompanying condensed consolidated financial statements include the financial position and operations of Trulieve Cannabis Corp. and its subsidiaries. The condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and include the assets, liabilities, revenues, and expenses of all wholly-owned subsidiaries and variable interest entities ("VIEs") for which the Company has determined that it is the primary beneficiary. Outside shareholders' interests in subsidiaries are shown in the condensed consolidated financial statements as non-controlling interests. Material intercompany balances and transactions are eliminated in consolidation. In management's opinion, the condensed consolidated financial statements include all adjustments of a normal recurring nature necessary to fairly present the Company's financial position as of June 30, 2022, and the results of its operations and cash flows for the periods ended June 30, 2022 and June 30, 2021. The results of the Company's operations for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full 2022 fiscal year. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, as reported in the 2021 Annual Report on Form 10-K. Basis of Measurement These condensed consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein. Functional Currency The functional currency of the Company and its subsidiaries, as determined by management, is the United States (“U.S.”) dollar. These condensed consolidated financial statements are presented in U.S. dollars. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are more fully described in Note 3. Summary of Significant Accounting Policies in the consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission ("SEC") on March 30, 2022 (the "2021 Form 10-K"). There have been no material changes to the Company’s significant accounting policies. Critical accounting estimates and judgments The preparation of the condensed consolidated financial statements with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates in the condensed consolidated financial statements, include, but are not limited to, accounting for acquisitions and business combinations; initial valuation and subsequent impairment testing of goodwill, other intangible assets, and long-lived assets; leases; fair value of financial instruments, income taxes; inventory; share-based payment arrangements, and commitment and contingencies. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions plus cash held at retail locations. Cash held in money market investments are carried at market value which approximates fair value and cash held in financial institutions and held at retail locations, have carrying values that approximate fair value. Restricted Cash 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 December 31, 2021, restricted cash was $ 3.0 million, which represented cash consideration set aside in relation to amounts held for a pending legal dispute. The restriction on this cash was released in January 2022 as the litigation was settled in December 2021. There was no restricted cash as of June 30, 2022 . Held for sale The Company classifies long-lived assets or disposal groups and related liabilities as held-for-sale when management having the appropriate authority, generally the Company's Board of Directors or certain Executive Officers, commits to a plan of sale, the disposal group is ready for immediate sale, an active program to locate a buyer has been initiated and the sale is probable and expected to be completed within one year. Once classified as held-for-sale, disposal groups are valued at the lower of their carrying amount or fair value less estimated selling costs. Depreciation on these properties is discontinued at the time they are classified as held for sale, but operating revenues, operating expenses and interest expense continue to be recognized until the date of disposal. As of June 30, 2022, the Company had $ 9.7 million in net assets held for sale which is recorded in prepaids and other current assets in the condensed consolidated balance sheets, and primarily consists of property and equipment, and leases and related liabilities. As of December 31, 2021, the Company had $ 8.7 million in net assets held for sale which is recorded in prepaid expenses and other current assets in the consolidated balance sheets, and primarily consisted of property and equipment, leases and related liabilities, and a note payable. During the three months ended June 30, 2022, the Company settled net assets of $ 2.0 million for a loss on sale of less than $ 0.1 million, recorded in loss on disposal of non-operating assets in the condensed consolidated statement of operations and comprehensive (loss) income. During the quarter, the Company also reclassified approximately $ 2.3 million of property and equipment to held for sale in the Southwest. During the six months ended June 30, 2022, the Company settled net assets of $ 2.7 million, sold property held for sale for $ 2.0 million in proceeds, sold land held for sale for $ 0.2 million in proceeds, and recorded a loss on disposal of $ 2.6 million which is recorded in loss on disposal of non-operating assets in the condensed consolidated statement of operations and comprehensive (loss) income. Recently Issued Accounting Pronouncements Recent accounting pronouncements, other than those below, issued by the Financial Accounting Standards Board ("FASB"), the AICPA ("American Institute of Certified Public Accountants") and the SEC did not or are not believed by management to have a material effect on the Company’s present or future financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (“Topic 606”) rather than adjust them to fair value at the acquisition date. The Company elected to early adopt this accounting standard in the fourth quarter of 2021, with retrospective application to business combinations that occurred in fiscal year 2021 . Results of operations for quarterly periods prior to September 30, 2021 remain unchanged as a result of the adoptio n of ASU No. 2021-08. The acquisitions of Harvest Health and Recreation Inc. and Purplemed Healing Center were accounted for in accordance with ASU 2021-08, as will all future acquisitions. Refer to Note 4. Acquisitions for further information. The adoption of this standard did not have a material impact on the consolidated financial statements. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | NOTE 4. ACQUISITIONS (a) Greenhouse Wellness WV Dispensaries, LLC On April 26, 2022, the Company acquired 100 % of the membership interests of Greenhouse Wellness WV Dispensaries, LLC (“Greenhouse WV”) the holder of a West Virginia dispensary permit and a lease for a not yet operating dispensary location. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determining Greenhouse WV did not meet the definition of a business as Greenhouse WV did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the transaction has been accounted for as an asset acquisition whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. Total consideration was $ 0.3 million consisting of cash. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (in thousands) Consideration: Cash $ 281 Fair value of consideration exchanged $ 281 Recognized amounts of identifiable assets acquired and liabilities assumed: Right of use asset - operating $ 170 Intangible asset 270 Favorable lease interest 11 Operating lease liabilities ( 170 ) Total net assets acquired $ 281 The acquired intangible assets includes a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year useful life and a favorable lease interest which was fully amortized in the period of acquisition due to useful life and materiality considerations. (b) CP4 Group, LLC On February 14, 2022, the Company acquired a cultivation operation from CP4 Group, LLC, in Phoenix, Arizona ("Watkins"). Total consideration was $ 27.5 million paid in cash. An additional $ 22.5 million was paid into escrow for four potential earnouts. The earnouts are based on the completion of certain milestones and contingent on the continued employment of the key employee shareholders ("Key Employees") of Watkins. As the earnouts are contingent on the continued employment of the Key Employees, the $ 22.5 million is compensation for post-combination services. The Company will accrue the compensation cost for each earnout as it becomes probable and estimable and over the most probable period of continued employment required for the specific earnouts. The Company reviewed the potential earnouts concluding three are probable and estimable as of June 30, 2022, recording an accrual of $ 7.3 million in contingencies in the condensed consolidated balance sheets. During the three months ended June 30, 2022 the Company recorded $ 5.2 million of expense related to potential earnouts. During the six months ended June 30, 2022, the Company expensed $ 7.3 million related to potential earnouts. This is recorded in sales and marketing expenses in the condensed consolidated statements of operations and comprehensive (loss) income. No liability was recorded for the fourth earnout as it was concluded to be reasonably possible but not probable as of June 30, 2022. The earnouts are evaluated on a quarterly basis. The Company incurred $ 0.2 million of transaction costs related to the acquisition of Watkins. These costs were expensed as incurred and included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive (loss) income for the quarter ended March 31, 2022. No additional transaction costs were incurred during the quarter ended June 30, 2022. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determining Watkins met the definition of a business as Watkins is an existing cultivation facility with inputs, processes, and outputs in place that constitute a business under Topic 805. As a result, the acquisition of Watkins has been accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible assets acquired. The primary reason for the acquisition was to expand the Company's cultivation capacity in Arizona. The goodwill of $ 24.5 million arising from the acquisition primarily consists of the economies of scale expected from a vertical cannabis market in Arizona. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities assumed: (in thousands) Consideration Cash $ 27,500 Fair value of consideration exchanged $ 27,500 Recognized amounts of identifiable assets acquired and liabilities assumed: Inventories $ 2,266 Property and equipment 692 Right of use asset - operating 4,737 Goodwill 24,542 Operating lease liability ( 4,737 ) Total net assets acquired $ 27,500 (c) Purplemed Healing Center On December 28, 2021, the Company acquired 100 % of certain assets of Purplemed Healing Center ("Purplemed") including the Medical Marijuana Dispensary License issued by the Arizona Department of Health Services ("ADHS") and the Marijuana Establishment License issued by the ADHS which collectively serve as the Purplemed license providing the ability to operate a marijuana retail sales dispensary as well as the assumption of the associated lease. The Company also acquired the right to operate an additional offsite cultivation business under the Arizona Adult Use Marijuana Act, and the option to purchase full ownership and management of Greenmed, Inc., the Greenmed license, and the Greenmed dispensary. As part of the transaction, the Company assumed the Purplemed loyalty program. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determining Purplemed did not meet the definition of a business as Purplemed did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of Purplemed has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. The total consideration was $ 15.0 million consisting of cash. The acquisition provided for indemnity for pre-closing liabilities. Accordingly, the Company recognized an indemnification asset of $ 0.5 million offset by associated liabilities based on the information that was available at the date of the acquisition, which is included in the net assets acquired. The net assets were acquired for an aggregate purchase price of $ 15.0 million. (in thousands) Consideration: Cash $ 15,000 Transaction costs 12 Fair value of consideration exchanged $ 15,012 Recognized amounts of identifiable assets acquired and liabilities assumed: Prepaid expenses and other current assets $ 531 Right of use asset - operating 271 Intangible asset 15,076 Other current liabilities ( 531 ) Deferred revenue ( 109 ) Operating lease liability ( 226 ) Total net assets acquired $ 15,012 The acquired intangible asset includes a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year useful life. (d) Harvest Health & Recreation Inc. On October 1, 2021, (the “Closing Date”), the Company acquired 100 % of the common shares of Harvest Health & Recreation, Inc. (“Harvest”) and its portion of VIEs in exchange for Subordinate Voting Shares of the Company (the “Harvest Transaction”). Harvest was one of the largest multi-state vertically integrated operators in the cannabis industry in the United States operating from “seed to sale." Harvest operated facilities or provided services to cannabis dispensaries in Arizona, California, Colorado, Florida, Maryland, Nevada, and Pennsylvania, with two provisional licenses in Massachusetts. In addition, Harvest owned CO2 extraction, distillation, purification, and manufacturing technology used to produce a line of cannabis topicals, vapes, and gems featuring cannabinoids. Total consideration was $ 1.4 billion consisting of Trulieve Subordinate Voting Shares (“Trulieve Shares”) with a fair value of $ 1.37 billion, stock options, equity classified warrants, restricted stock units and other outstanding equity instruments with a fair value of $ 18.4 million, and warrant liabilities convertible into equity with a fair value of $ 3.1 million at the time of the Harvest Transaction. The Compa ny incurred $ 13.0 million in transaction costs related to the acquisition of Harvest as of December 31, 2021. No additional transaction costs have been incurred. The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (ASC) 805, Business Combinations. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The primary reason for the acquisition was to expand the Company’s retail and cultivation footprint and gain access to new markets. The goodwill of $ 662.1 million arising from the acquisition primarily consisted of the synergies and economies of scale expected from combining the operations of Trulieve and Harvest including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (in thousands) Consideration: Trulieve Subordinated Voting Shares $ 1,369,024 Fair value of other equity instruments 18,394 Fair value of warrants classified as liabilities 3,103 Fair value of consideration exchanged $ 1,390,521 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash and cash equivalents $ 85,318 Restricted cash 3,072 Accounts receivable 3,645 Inventories 92,537 Prepaid expenses and other current assets 100,129 Notes receivable 9,805 Property and equipment 191,801 Right of use assets - operating 73,476 Intangible assets: Dispensary license 946,000 Trademarks 27,430 Customer relationships 3,500 Other assets 5,289 Accounts payable and accrued liabilities ( 58,887 ) Income tax payable ( 24,863 ) Deferred revenue ( 4,523 ) Operating lease liabilities ( 76,558 ) Contingencies ( 26,599 ) Notes payable ( 285,238 ) Construction finance liabilities ( 79,683 ) Other long-term liabilities ( 1,085 ) Deferred tax liabilities ( 253,986 ) $ 730,580 Non-controlling interest $ ( 2,139 ) Goodwill 662,080 Total net assets acquired $ 1,390,521 The acquired intangible assets include dispensary licenses which are treated as definite-lived intangible assets amortized over a 15-year useful life, tradenames amortized over a one- to five-year useful life, and customer relationships amortized over a one-year period. On acquisition date there was consideration in the form of 1,266,641 stock options (as converted) that had been issued before the acquisition date to employees and non-employees of Harvest. The pre-combination fair value of these awards was $ 6.2 million. There was consideration in the form of 1,011,095 warrants ( 1,009,416 equity classified Subordinate Voting Share warrants and 1,679 liability classified Multiple Voting Share warrants, as converted) that had been issued before the acquisition date to employees and non-employees of Harvest. The pre-combination fair value of these awards was $ 7.7 million with $ 4.6 million representing the equity classified warrants and $ 3.1 million representing the liability classified warrants. There was consideration in the form of restricted stock units that had been issued before the acquisition date to non-employees of Harvest which vested for services performed pre-combination, representing 18,297 Subordinate Voting Share, with a pre-combination fair value of $ 0.5 million. There was additional consideration in the form of other outstanding equity instruments issued before the acquisition date to non-employees which had a pre-combination fair value of $ 7.1 million. As part of the acquisition, Harvest entered into a sale agreement to sell their Florida cannabis license for $ 55.0 million where Trulieve was legally prohibited from holding this license and the sale occurred simultaneously with the Harvest Transaction. Therefore, a $ 55.0 million receivable for the sale proceeds was acquired. The funds were received subsequent to the closing of the Harvest Transaction on October 1, 2021. The Company has not yet finalized their accounting for non-controlling interests on the acquired entities but has recorded preliminary entries in this area. Any subsequent adjustments would be expected to impact non-controlling interest and goodwill. This accounting will be finalized during the measurement period. Supplemental pro forma information (unaudited ) The unaudited pro forma information for the periods set forth below gives effect to the acquisition of Harvest Health & Recreation Inc. and Keystone Shops, as if the acquisitions had occurred on January 1, 2021. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transactions been consummated as of that time nor does it purport to be indicative of future financial operating results. Proforma net revenues for the three and six months ending June 30, 2021 are $ 323.0 million and $ 610.9 million, respectively. Proforma net income and comprehensive income attributable to common shareholders for the three and six months ending June 30, 2021 are $ 17.8 million and $ 15.3 million, respectively. Unaudited pro forma net income reflects the elimination of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections. (e) Keystone Shops 100 % of the membership interests of Anna Holdings, LLC, the sole member of Chamounix Ventures, LLC which holds a permit to operate dispensaries under Keystone Shops (“Keystone Shops”) with locations in Philadelphia, Devon, and King of Prussia, Pennsylvania. Total consideration was $ 55.6 million consisting of $ 20.3 million in cash, inclusive of net working capital adjustments, and 1,009,336 in Trulieve Shares with a fair value of $ 35.4 million. The agreement provides for an additional $ 5.0 million in consideration which is contingent on the enactment, adoption or approval of laws allowing for adult-use cannabis in Pennsylvania. No liability was recorded for this contingent consideration, as it was not estimated to be probable at the time of acquisition nor as of June 30, 2022. The acquisition was accounted for as a business combination in accordance with ASC 805 , Business Combinations . Goodwill arose because the consideration paid for the business acquisition reflected the benefit of expected revenue growth and future market development. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (in thousands) Consideration: Cash $ 20,251 Shares issued upon acquisition 35,385 Fair value of consideration exchanged $ 55,636 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 500 Inventories 1,766 Prepaid expenses and other current assets 240 Property and equipment 1,144 Right of use asset - finance 1,340 Intangible assets Dispensary license 27,000 Tradename 100 Favorable leasehold interests, net 86 Goodwill 39,703 Other assets 40 Accounts payable and accrued liabilities ( 878 ) Income tax payable ( 2,892 ) Operating lease liabilities ( 1,340 ) Other long-term liabilities ( 2,179 ) Deferred tax liability ( 8,994 ) Total net assets acquired $ 55,636 The acquired intangible assets include a dispensary license which is treated as a definite-lived intangible asset amortized over a 15 -year useful life, as well as tradename and net favorable leasehold interests which were fully amortized in the period of acquisition due to useful life and materiality considerations. (f) Nature’s Remedy of Massachusetts, Inc. On June 30, 2021, the Company completed an asset purchase agreement whereby Trulieve acquired a licensed, but not yet operating, adult-use dispensary location from Nature’s Remedy of Massachusetts, Inc. (“Nature’s Remedy”). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determining Nature’s Remedy did not meet the definition of a business as Nature’s Remedy did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of Nature’s Remedy has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. Total consideration was $ 16.2 million consisting of $ 7.0 million in cash and 237,881 in Trulieve Shares, with a fair value of $ 9.1 million, and less than $ 0.1 million in transaction costs. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (in thousands) Consideration: Cash $ 7,000 Shares issued upon acquisition 9,139 Transaction costs 23 Fair value of consideration exchanged $ 16,162 Recognized amounts of identifiable assets acquired and liabilities assumed: Prepaid expenses and other current assets $ 12 Property and equipment 1,006 Right of use asset - finance 799 Intangible assets 15,274 Accounts payable and accrued liabilities ( 335 ) Finance lease liability ( 594 ) Total net assets acquired $ 16,162 The acquired intangible asset is represented by the adult-use license and is treated as a definite-lived intangible asset amortized over a 15-year useful life. (g) Patient Centric of Martha's Vineyard On July 2, 2021, the Company acquired certain assets of Patient Centric of Martha’s Vineyard (“PCMV”) including the rights to a Provisional Marijuana Retailers License from the Massachusetts Cannabis Control Commission, the right to exercise an option held by PCMV to lease real property in Framingham, Massachusetts for use as a marijuana retailer, and necessary municipal entitlements to operate as a marijuana retailer at the property. Total consideration was 258,383 in Trulieve Shares, of which 10,879 are subject to a holdback for six months as security for any indemnity claims by the Company under the asset purchase agreement. The fair value of the equity exchanged was $ 10.0 million. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determining PCMV did not meet the definition of a business as PCMV did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of PCMV has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (in thousands) Consideration: Shares issued upon acquisition $ 10,012 Transaction costs 18 Fair value of consideration exchanged $ 10,030 Recognized amounts of identifiable assets acquired and liabilities assumed: Right of use asset - finance $ 1,756 Intangible asset 10,594 Finance lease liabilities ( 2,320 ) Total net assets acquired $ 10,030 The acquired intangible asset is represented by the adult-use license and is treated as a definite-lived intangible asset amortized over a 15 -year useful life. (h) Solevo Wellness West Virginia, LLC On June 8, 2021, the Company acquired 100 % of the membership interests of Solevo Wellness West Virginia, LLC (“Solevo WV”) which holds three West Virginia dispensary licenses. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Solevo WV did not meet the definition of a business as substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset. Therefore, the transaction has been accounted for as an asset acquisition. Total consideration was $ 0.8 million consisting of $ 0.2 million in cash, 11,658 in Trulieve Shares with a fair value of $ 0.4 million, $ 0.1 million in debt forgiveness and less than $ 0.1 million in transaction costs. The consideration of $ 0.8 million was allocated to acquired assets of $ 0.8 million, which are treated as definite-lived intangible assets amortized over a 15-year useful life. (i) Mountaineer Holding, LLC On May 6, 2021, the Company acquired 100 % of the membership interests of Mountaineer Holding LLC (“Mountaineer”) which holds a cultivation permit and two dispensary permits in West Virginia. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Mountaineer did not meet the definition of a business as substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset. Therefore, the transaction has been accounted for as an asset acquisition. Total consideration was $ 5.5 million, consisting of $ 3.0 million in cash and 60,342 in Trulieve Shares with a fair value of $ 2.5 million. The consideration of $ 5.5 million has been allocated to the $ 5.5 million of acquired assets which are treated as definite-lived intangible assets and amortized over a 15-year useful life. |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | NOTE 5. ACCOUNTS RECEIVABLE As of June 30, 2022 and December 31, 2021, Accounts receivable, net consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Trade receivables $ 13,453 $ 9,363 Less: allowance for credit losses ( 1,597 ) ( 509 ) Accounts receivable, net $ 11,856 $ 8,854 |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Notes Receivable | NOTE 6 . NOTES RECEIVABLE As of June 30, 2022 and December 31, 2021 , Notes receivable, net consisted of the following: June 30, December 31, (in thousands) Promissory note acquired from Harvest maturing in November 2025. Secured by certain assets. $ 8,491 $ 8,827 Convertible note receivable dated November 2021 maturing in November 2024. 4,381 4,124 Promissory notes acquired from Harvest maturing in February 2022. Secured by certain assets. — 850 Notes receivable 12,872 13,801 Less: discount on notes receivable ( 105 ) ( 124 ) Total notes receivable, net of discounts 12,767 13,677 Less: current portion of notes receivable ( 644 ) ( 1,530 ) Notes receivable $ 12,123 $ 12,147 In October 2021, the Company acquired a note receivable with the Harvest acquisition. The note receivable was originally dated November 2020 maturing in November 2025 . The note had an original principal balance of $ 12.0 million and accrues interest at a rate of 7.5 % per annum with monthly interest and principal payments of $ 0.1 million. In October 2021, the Company acquired notes receivable with the Harvest acquisition. The notes receivable was originally dated in February 2021 and matured in February 2022 . The notes had an original principal balance of $ 0.9 million and accrue interest at a rate of 10 % per annum with interest only payments due monthly. These notes were repaid in full in February 2022. As part of the acquisition of Harvest, the Company acquired $ 9.8 million in notes receivable on October 1, 2021. There were no notes receivable outstanding prior to October 1, 2021. See Note 4. Acquisitions for further details of the Harvest acquisition. In November 2021, the Company entered into a convertible note receivable agreement for a principal amount of $ 4.1 million that matures in November 2024 . The note accrues interest monthly at 9.75 %, and accrued interest is added to the principal balance at each quarter end. The note is convertible to equity of the holder at the Company's option at any time prior to maturity. Further, the note was issued at a discount of 3 % or $ 0.1 million, which is accreted to the note receivable balance over the term of the note. During the three and six months ended June 30, 2022, the Company recorded interest income of $ 0.3 million and $ 0.7 million in other income (expense), net in the condensed consolidated statements of operations and comprehensive (loss) income, respectively. The Company had no accrued interest receivable as of June 30, 2022, and $ 0.1 million as of December 31, 2021, included in prepaid expenses and other current assets in the condensed consolidated balance sheets. Stated maturities of notes receivable are as follows as of June 30, 2022: Expected principal payments (in thousands) Remaining 2022 $ 286 2023 728 2024 5,165 2025 6,693 2026 — Thereafter — Total 12,872 Less: discount on notes receivable ( 105 ) Total $ 12,767 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 7 . INVENTORY As of June 30, 2022 and December 31, 2021, Inventories, net consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Raw material Cannabis plants $ 39,082 $ 31,279 Packaging and supplies 44,847 40,326 Total raw material 83,929 71,605 Work in process 122,675 94,249 Finished goods-unmedicated 8,251 4,824 Finished goods-medicated 55,351 41,510 Total inventories $ 270,206 $ 212,188 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 8 . PROPERTY & EQUIPMENT As of June 30, 2022 and December 31, 2021, Property and equipment, net consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Land $ 32,149 $ 32,904 Buildings and improvements 561,591 435,185 Furniture and equipment 240,867 140,281 Vehicles 998 959 Total 835,605 609,329 Less: accumulated depreciation ( 96,549 ) ( 63,611 ) Total property and equipment 739,056 545,718 Construction in progress 90,491 234,198 Total property and equipment, net $ 829,547 $ 779,916 Capitalized interest for the three and six months ended June 30, 2022 totaled $ 1.2 million and $ 2.7 million , respectively. Capitalized interest for the three and six months ended June 30, 2021 totaled $ 1.8 million and $ 2.1 million , respectively. Depreciation expense for the three and six months ended June 30, 2022 totaled $ 20.1 million and $ 35.6 million , respectively. Depreciation expense for the three and six months ended June 30, 2021 totaled $ 7.3 million and $ 12.9 million , respectively. During the three and six months ended June 30, 2022, the Company recorded a loss on the disposal of property and equipment o f $ 5.1 million and $ 8.1 million and an impairment of zero and $ 0.3 million, respectively, whi ch is mainly the result of repositioning of assets in the southeast. This loss and impairment was recorded in impairment and disposal of long-lived assets, net in the condensed consolidated statements of operations and comprehensive (loss) income. There was no loss on disposal of property and equipment and no impairment on property and equipment during the three months or six months ended June 30, 2021 . |
Intangible Assets & Goodwill
Intangible Assets & Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets & Goodwill | NOTE 9 . INTANGIBLE ASSETS & GOODWILL Intangible assets As of June 30, 2022 and December 31, 2021, Intangible assets, net consisted of the following: June 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value (in thousands) (in thousands) Licenses $ 1,106,928 $ 60,291 $ 1,046,637 $ 1,106,658 $ 25,352 $ 1,081,306 Trademarks 27,430 8,426 19,004 27,430 2,809 24,621 Internal use software 12,249 1,872 10,377 7,374 1,119 6,255 Tradenames 4,862 2,856 2,006 4,862 2,168 2,694 Customer relationships 4,536 3,277 1,259 4,536 1,430 3,106 Total $ 1,156,005 $ 76,722 $ 1,079,283 $ 1,150,860 $ 32,878 $ 1,117,982 Amortization expense for the three and six months ended June 30, 2022 was $ 21.9 million and $ 43.8 million , respectively. Amortization expense for the three and six months ended June 30, 2021 was $ 2.5 million and $ 4.5 million , respectively. The following table outlines the estimated future annual amortization expense related to intangible assets as of June 30, 2022: Estimated (in thousands) Remaining 2022 $ 43,072 2023 82,692 2024 80,983 2025 78,949 2026 77,421 Thereafter 716,166 $ 1,079,283 As of June 30, 2022, the weighted average amortization period remaining for intangible assets was 13.88 years. Goodwill The changes in the carrying amount of Goodwill arose from the following: As of June 30, 2022 (in thousands) As of December 31, 2021 $ 765,358 Acquisition of Watkins 24,542 As of June 30, 2022 $ 789,900 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 10. NOTES PAYABLE As of June 30, 2022 and December 31, 2021, Notes payable, net consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Promissory notes dated October 1, 2021 , maturing in October 2022 . Monthly interest payments due of 4.75 %. Secured by mortgaged property with a $ 6 million book value. 6,156 6,156 Promissory note acquired in Harvest acquisition dated February 2020 , maturing in February 2023 . Monthly interest payments due at 5.5 %. 2,670 4,699 Promissory note dated July 2018 , maturing in July 2023 . Monthly interest payments due of 4 % per annum. Secured by certain assets. 1,092 1,113 Promissory note of consolidated variable-interest entity dated February 2022 , maturing February 2029 , for up to $ 1.5 million. Monthly interest payments due of 8 %. 1,080 — Promissory note dated October 2019 , maturing in October 2024 . Monthly interest payments due of 5.5 %. Principal balance due at maturity. 778 829 Promissory note acquired in Harvest acquisition dated August 2018 , maturing in August 2024 . Monthly interest payments due of 2 %. Secured by certain assets. 858 1,022 Promissory note acquired in Harvest acquisition dated January 2020 , maturing in May 2023 . Quarterly interest payments due of 2 %. 250 425 Promissory note acquired in Harvest acquisition dated April 2021 , maturing in April 2026 . Principal due at maturity. Secured by equipment. 53 60 Promissory note acquired in Harvest acquisition dated January 2020 , maturing in January 2023 . Monthly interest payments due of 2 %. 25 65 Promissory notes of consolidated variable-interest entities acquired in Harvest Acquisition. Maturing December 2022 and 2029 , interest ranging from 5.25 % to 8.25 %. Secured by real-estate. In the first quarter of 2022 these notes were fully paid. — 2,231 Total notes payable 12,962 16,600 Less: Debt discount ( 25 ) ( 92 ) Less: Current portion of notes payable ( 9,502 ) ( 10,052 ) Notes payable $ 3,435 $ 6,456 As of June 30, 2022, stated maturities of notes payable are as follows: (in thousands) Remaining 2022 $ 6,496 2023 4,711 2024 657 2025 14 2026 4 Thereafter 1,080 Total $ 12,962 |
Private Placement Notes
Private Placement Notes | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Private Placement Notes | NOTE 11 . PRIVATE PLACEMENT NOTES 2024 Notes In 2019, the Company completed two private placement arrangements (the “June Notes” and the “November Notes”), each comprised of 5-year senior secured promissory notes with a face value of $ 70.0 million and $ 60.0 million, respectively. Both notes accrue interest at an annual rate of 9.75 %, payable semi-annually, in equal installments, in arrears, on June 18 and December 18 of each year . The purchasers of the June Notes received warrants to purchase 1,470,000 Subordinate Voting Shares and the purchasers of the November Notes received warrants to purchase 1,560,000 Subordinate Voting Shares, which can be exercised for three years after closing. The unexercised warrants expired in June 2022. During the three and six months ended June 30, 2022, accretion expense for the June Notes was $ 0.5 million and $ 0.9 million , respectively. During the three and six months ended June 30, 2021, accretion expense for the June Notes was $ 0.4 million and $ 0.8 million, respectively. During the three and six months ended June 30, 2022, accretion expense for the November Notes was $ 0.4 million and $ 0.8 million , respectively. During the three and six months ended June 30, 2021, accretion expense for the November Notes was $ 0.4 million and $ 0.7 million, respectively. 2026 Notes On January 28, 2022, the Company closed on a second tranche private placement of 8% Senior Secured Notes (the "2026 Notes") for aggregate gross proceeds of $ 76.9 million and net proceeds of $ 75.6 million . The 2026 Notes bear interest at a rate of 8 % per annum, payable semi-annually in equal installments until the maturity date , unless earlier redeemed or repurchased . The 2026 Notes mature on October 6, 2026 , and may be redeemed in whole or in part, at the Company's option, at any time, on or after October 6, 2023, at the applicable redemption price. The Company intends to use the net proceeds for capital expenditures and other general corporate purposes. During the three and six months ended June 30, 2022, accretion expense for the 2026 Notes was less than $ 0.1 million and $ 0.1 million, respectively. During the three months ended June 30, 2022 , the Company repaid $ 1.9 million in principal on the 2026 Notes. On October 6, 2021, the Company closed its private placement of 8% Senior Secured Notes (the "2026 Notes") for aggregate gross proceeds of $ 350.0 million and net proceeds of $ 342.6 million. The 2026 Notes bear interest at a rate of 8 % per annum, payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased . The 2026 Notes mature on October 6, 2026 , and may be redeemed in whole or in part, at the Company's option, at any time, on or after October 6, 2023, at the application redemption price set forth in the Indenture. The Company used a portion of the net proceeds to redeem certain outstanding indebtedness of Harvest and intends to use the remaining net proceeds for capital expenditures and other general corporate purposes. During the three and six months ended June 30, 2022 the Company incurred $ 0.3 million and $ 0.6 million in accretion expense. Accretion expense on the private placement notes is included as a component of other income (expense), net in the condensed consolidated statements of operations and comprehensive (loss) income as interest expense. Stated maturities of the principal portion of private placement notes, net outstanding as of June 30, 2022, are as follows: (in thousands) Remaining 2022 — 2023 — 2024 130,000 2025 — 2026 425,000 Thereafter — Total private placement notes 555,000 Less: Unamortized debt discount & issuance costs ( 16,023 ) Private placement notes, net $ 538,977 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | NOTE 12. LEASES The Company leases real estate used for dispensaries, production plants, and corporate offices. Lease terms for real estate generally range from five to ten years . Most leases include options to renew for varying terms at the Company’s sole discretion. Other leased assets include passenger vehicles, trucks, and equipment. Lease terms for these assets generally range from three to five years . Lease right-of-use assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component. The Company recorded a loss on disposal of operating right of use assets of less than $ 0.1 million and $ 10.5 million for the three and six months ending June 30, 2022, respectively, which is the result of repositioning of assets in the southeast. This loss was recorded in impairment and disposal of long-lived assets, net in the condensed consolidated statements of operations and comprehensive (loss) income. The following table provides the components of lease cost recognized in the condensed consolidated statements of operations and comprehensive (loss) income: Three Months Ended For the Six Months Ended June 30, Statement of operations and comprehensive (loss) income location 2022 2021 2022 2021 (in thousands) Operating lease cost Cost of goods sold, sales and marketing, general and administrative $ 6,091 $ 1,695 $ 12,184 $ 3,267 Finance lease cost: Amortization of lease assets Cost of goods sold, sales and marketing, general and administrative 2,713 1,797 5,229 3,367 Interest on lease liabilities Interest expense 1,674 958 3,253 1,737 Finance lease cost 4,387 2,755 8,482 5,104 Variable lease cost Cost of goods sold, sales and marketing, general and administrative 1,897 215 3,831 610 Short term lease expense Cost of goods sold, sales and marketing, general and administrative 156 — 255 — Total lease cost $ 12,531 $ 4,665 $ 24,752 $ 8,981 Short term lease expense for the three and six months ended June 30, 2021 was nominal. During the three and six months ended June 30, 2022 , the Company earned $ 0.1 million and $ 0.3 million of sublease income, respectively. During the three and six months ended June 30, 2021, the Company earned a nominal amount of sublease income. Sublease income is recorded in other income (expense), net on the consolidated statements of operations and comprehensive (loss) income. Other information related to operating and finance leases is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 5,706 1,532 11,093 2,956 Operating cash flows from finance leases 1,665 916 3,244 1,718 Financing cash flows from finance leases 1,784 1,063 3,205 2,091 Lease assets obtained in exchange for new lease liabilities: Operating leases 2,404 8,550 11,970 14,163 Finance leases 12,112 10,044 18,413 15,128 June 30, 2022 December 31, 2021 (in thousands) Weighted average discount rate: Operating leases 9.56 % 9.69 % Finance leases 8.58 % 8.68 % Weighted average remaining lease term (in years): Operating leases 9.74 10.09 Finance leases 8.10 8.16 Future minimum lease payments under the Company's non-cancellable leases as of June 30, 2022 are as follows: Operating leases Finance leases (in thousands) Remainder of 2022 $ 11,728 $ 7,420 2023 22,854 17,996 2024 22,578 14,289 2025 22,358 13,757 2026 21,822 12,813 Thereafter 120,265 55,984 Total undiscounted lease liabilities 221,605 122,259 Interest on lease liabilities ( 82,321 ) ( 36,103 ) Total present value of minimum lease payments 139,284 86,156 Lease liabilities- current portion ( 10,899 ) ( 7,697 ) Lease liabilities $ 128,385 $ 78,459 |
Construction Finance Liabilitie
Construction Finance Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Construction Finance Liability [Abstract] | |
Construction Finance Liabilities | NOTE 13. CONSTRUCTION FINANCE LIABILITIES Holyoke In July 2019, the Company sold property it had recently acquired in Massachusetts for $ 3.5 million, which was the cost to the Company. In connection with the sale of this location, the Company agreed to lease the location back for cultivation. This transaction was determined to be a finance lease, and therefore did not meet the definition of a sale because control was never transferred to the buyer-lessor. The transaction was treated as a failed sale-leaseback financing arrangement. Included in the agreement, the Company completed the tenant improvements related to the property, for which the landlord has provided a tenant improvement allowance (“TI Allowance”) of $ 40.0 million. As of December 31, 2021, the entire TI Allowance had been provided. The initial term of the agreement is ten years , with two five-year options to renew. The initial payments are equal to 11 % of the sum of the purchase price for the property and increases when a draw is made on the TI Allowance. In addition, a 3 % increase in payments will be applied annually after the first year. As of June 30, 2022, and December 31, 2021, the total finance liability associated with this transaction is $ 44.9 million and $ 44.6 million , respectively. Ben Bostic In October 2019, the Company sold property in Florida in exchange for cash of $ 17.0 million. Concurrent with the closing of the purchase, the buyer entered into a lease agreement with the Company, for continued operation as a licensed medical cannabis cultivation facility. Control was never transferred to the buyer-lessor because the transaction was determined to be a finance lease and did not meet the requirements of a sale. The transaction was treated as a failed sale-leaseback financing arrangement. The initial term of the agreement is ten years , with two five-year options to renew. The initial annualized payments are equal to 11 % of the purchase price for the property. A 3 % increase in payments will be applied annually after the first year. As of June 30, 2022, and December 31, 2021, the total finance liability associated with this transaction is $ 17.6 million and $ 17.4 million , respectively. McKeesport In October 2019, prior to acquisition by the Company, PurePenn, sold their cannabis cultivation facility in Pennsylvania for $ 5.0 million. Simultaneously with the closing of the sale, PurePenn agreed to lease the cultivation facility back. The transaction was treated as a failed sale-leaseback financing arrangement. The initial term of the lease is 15 years, with two five-year options to renew. The landlord has agreed to provide a TI Allowance of $ 21.0 million as an additional component of base rent. Payments are made based on one twelfth (1/12) of the TI allowance dispersed with 12.75 % due for the first $ 5.0 million, 13.25 % for $ 5.0 million to $ 15.0 million and 13.50 % for $ 15.0 to $ 21.0 million. In 2021, the Company entered into an amendment with the landlord to increase the tenant improvement allowance by an additional $ 15.5 million for a total of $ 36.5 million at a rate of 10.75 % on the additional allowance in excess of $ 21.0 million. As of June 30, 2022, and December 31, 2021, $ 36.5 million and $ 29.5 million of the TI allowance has been provided, respectively. As of June 30, 2022 , and December 31, 2021, the total finance liability associated with this transaction is $ 41.5 million and $ 34.6 million, respectively. Alachua In October 2021, in connection with the acquisition of Harvest, the Company acquired a transaction in which Harvest sold a licensed cultivation and processing facility and simultaneously with the closing of the sale, agreed to lease the facility back. The transaction was treated as a failed sale-leaseback financing arrangement. The initial term of the lease is 20 years , with two five-year options to renew. The landlord has agreed to provide a TI Allowance of $ 17.9 million as an additional component of base rent. As of June 30, 2022, and December 31, 2021, $ 17.9 million and $ 15.3 million of the TI allowance has been provided, respectively. As of June 30, 2022 , and December 31, 2021, the total finance liability associated with this transaction is $ 59.0 million and $ 58.9 million, respectively. In the first quarter of 2022, the Company temporarily idled this facility. The Company is evaluating the future use of this facility and remains in compliance with the associated lease obligation. Hancock In October 2021, in connection with the acquisition of Harvest, the Company acquired a transaction in which Harvest sold a licensed cultivation and processing facility and simultaneously with the closing of the sale, agreed to lease the facility back. The transaction was treated as a failed sale-leaseback financing arrangement. The initial term of the lease is ten years with two options to extend the term the first providing a ten-year renewal option and the second providing a five-year renewal option. The landlord has agreed to provide a TI Allowance of $ 12.9 million as an additional component of base rent. As of June 30, 2022, and December 31, 2021, $ 11.9 million and $ 5.7 million of the TI allowance has been provided, respectively. As of June 30, 2022 , and December 31, 2021, the total finance liability associated with this transaction is $ 20.2 million and $ 20.7 million, respectively. Under the failed-sale-leaseback accounting model, the Company is deemed to own this real estate and reflects the properties in the condensed consolidated balance sheets and depreciate them over the assets' remaining useful life. Future minimum lease payments for the construction finance liabilities as of June 30, 2022, are as follows: (in thousands) Remaining 2022 $ 11,595 2023 23,406 2024 23,736 2025 24,175 2026 24,593 Thereafter 428,072 Total future payments 535,577 Less: Interest ( 352,377 ) Total present value of minimum payments 183,200 Construction finance liabilities - current portion ( 1,087 ) Construction finance liabilities $ 182,113 |
Share Capital
Share Capital | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Share Capital | NOTE 14. SHARE CAPITAL The authorized share capital of the Company is comprised of the following: (i) Unlimited number of Subordinate Voting Shares Holders of the Subordinate Voting Shares are entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote. At each such meeting holders of Subordinate Voting Shares shall be entitled to one vote in respect of each Subordinate Voting Share held. Holders of Subordinate Voting Shares are entitled to receive as and when declared by the directors, dividends in cash or property of the Company. No dividend will be declared or paid on the Subordinate Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Multiple Voting Shares and Super Voting Shares. (ii) Unlimited number of Multiple Voting Shares Holders of Multiple Voting shares are entitled to notice of and to attend any meetings of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company have the right to vote. At each such meeting, holders of Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (initially, 100 votes per Multiple Voting Share). The initial “Conversation Ratio” for Multiple Voting Shares is 100 Subordinate Voting S hares for each Multiple Voting Share , subject to adjustment in certain events. Holders of Multiple Voting Shares have the right to receive dividends, out of any cash or other assets legally available, pari passu (on an as-converted basis, assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares at the Conversion Ratio) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend may be declared or paid on the Multiple Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares and Super Voting Shares. (iii) Unlimited number of Super Voting Shares Holders of Super Voting Shares are entitled to notice of and to attend at any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote. At each such meeting, holders of Super Voting Shares are be entitled to two votes in respect of each Subordinate Voting Share into which such Super Voting Share could ultimately then be converted (initially, 200 votes per Super Voting Share). Holders of Super Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefore, pari passu (on an as converted to Subordinated Voting Share basis) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend is to be declared or paid on the Super Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares and Multiple Voting Shares. The initial “Conversion Ratio” for the Super Voting Shares is one Multiple Voting Share for each Super Voting Share , subject to adjustment in certain events. Warrants Liability warrants Number Weighted average exercise price Weighted average Outstanding and exercisable as of December 31, 2021 1,679 $ 1,125 1.31 Granted — — — Exercised — — — Outstanding and exercisable as of June 30, 2022 1,679 $ 1,125 0.81 In October 2021 the Company acquired 1,679 warrants in connection with the acquisition of Harvest ("Harvest liability warrants"). See Note 4. Acquisitions for further details. Each acquired warrant is exercisable into one Multiple Voting Share. Changes in fair value are recognized as a component of other income (expense), net in the condensed consolidated statements of operations and comprehensive (loss) income as change in fair value of derivative liabilities - warrants. The fair value of the Harvest liability warrants is determined using the Black-Scholes options pricing model. The Harvest liability warrants are classified within level two of the fair value hierarchy. There have been no transfers between hierarchy levels during the three or six months ended June 3 0 , 2022. The following table summarizes the significant assumptions used in determining the fair value of the warrant liability: June 30, 2022 December 31, 2021 Stock price $ 14.80 $ 32.91 Exercise price ($CAD) $ 11.25 $ 11.25 Exchange rate $ 0.776 $ 0.789 Remaining life 0.81 1.31 Annualized volatility 54.96 % 49.57 % Discount rate 2.80 % 0.56 % Equity warrants In connection with the Harvest acquisition in October 2021, the Company acquired certain equity classified warrants ("Acquired equity warrants"). The acquired equity warrants range in exercise price from $ 23.76 to $ 145.24 and expire at various dates from June 2022 through December 2025 and are exercisable into one Subordinate Voting Share. As of June 30, 2022 and December 31, 2021, there were 599,605 and 1,009,419 equity warrants outstanding, respectively. Each acquired equity warrant is exercisable into one Subordinate Voting Share. During the three months ended June 30, 2022 , 409,811 warrants expired with a weighted average exercise price of 145.24 . As of June 30, 2022 and December 31, 2021 there were zero and 2,460,367 Public Warrants outstanding, respectively. See Note 11. Private Placement Notes for further details on warrants issued in connection with private placement debt in 2019. |
Share Based Compensation
Share Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share Based Compensation | NOTE 15. SHARE-BASED COMPENSATION Equity Incentive Plans The Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”) was adopted in June 2021 at the 2021 annual meeting of shareholders. The 2021 Plan reserves 4,000,000 Subordinate Voting Shares for issuance thereunder and replaced the Schyan Exploration Inc. Stock Option Plan (the “Prior Plan”). Awards previously granted under the Prior Plan, including equity awards granted in the first quarter of 2021 for performance in 2020, remain subject to the terms of the Prior Plan. No further grants of awards shall be made under the Prior Plan. The Prior Plan is administered by the Board of Directors of the Company and the 2021 Plan is administered by the Compensation Committee of the Board of Directors. The 2021 Plan provides for the grant of Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units, and Other Awards. Options On January 4, 2022 and February 24, 2022, under the 2021 Plan, the Board awarded options to purchase shares to board members, directors, officers, and key employees of the Company. The options granted vest immediately for board members and all other options granted vest over a two -to three-year period. On October 26, 2021, under the 2021 Plan, the Board awarded options to purchase shares to officers and other select employees of the Company. The options generally vest over a two -to three-year period. On October 1, 2021, the Company acquired Harvest which included consideration in the form of 1,266,641 stock options (as converted) that had been issued before the acquisition date to employees and non-employees of Harvest. The post-combination options vest over a one -to three-year period. On September 29, 2021, under the 2021 Plan, the Board awarded options to purchase shares to officers and other select employees of the Company. The September 29, 2021, options vest over a three-year period. On January 4, 2021, under the Prior Plan, the Board awarded options to purchase shares to directors, officers, and key employees of the Company. The January 4, 2021, options generally vest over a two -to three-year period. In determining the amount of share-based compensation related to options issued during the periods ending June 30, 2022 and 2021, the Company used the Black-Scholes pricing model to establish the fair value of the options granted with the following assumptions: For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Fair value at grant date $ 8.39 -$ 11.01 $ 11.20 Stock price at grant date $ 21.48 -$ 25.41 $ 33.42 Exercise price at grant date $ 21.48 -$ 25.41 $ 33.42 Expected life in years 3.50 - 4.46 3.00 Expected volatility 51.81 % - 52.87 % 49.88 % Expected annual rate of dividends 0 % 0 % Risk free annual interest rate 1.20 % - 1.79 % 0.16 % The expected volatility was estimated by using the historical volatility of the Company. In cases where there is insufficient trading history, the expected volatility is estimated using the historical volatility of other companies that the Company considers comparable that have trading and volatility history prior to the Company becoming public. The expected life in years represents the period of time that options granted are expected to be outstanding and is computed using the simplified method. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. For the three months ended June 30, 2022 and 2021, the Company recorded share-based compensation for all stock options in the amount of $ 2.6 million and $ 0.8 million , respectively. This is recognized as a nominal amount of cost of goods sold, $ 2.2 million and $ 0.6 million in general and administrative, and $ 0.4 million and $ 0.2 million in sales and marketing in the condensed consolidated statements of operations and comprehensive (loss) income, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded share-based compensation for all stock options in the amount of $ 4.7 million and $ 1.5 million , respectively. This is recognized as $ 0.1 million and $ 0.1 million of cost of goods sold, $ 3.9 million and $ 1.1 million in general and administrative, and $ 0.7 million and $ 0.3 million in sales and marketing in the condensed consolidated statements of operations and comprehensive (loss) income, respectively. The following is a summary of stock option activity: Number of options Weighted average exercise price Weighted average remaining contractual life (Years) Aggregate intrinsic value Outstanding, January 1, 2022 2,973,895 $ 27.61 6.26 $ — Granted 864,051 21.56 Exercised ( 92,811 ) 11.25 Forfeited ( 279,496 ) 35.12 Outstanding, June 30, 2022 3,465,639 $ 25.93 6.04 $ — Exercisable, June 30, 2022 1,769,965 $ 25.39 4.59 $ — Number of options Weighted average exercise price Weighted average remaining contractual life (yrs) Aggregate intrinsic value Outstanding, January 1, 2021 1,129,779 $ 11.72 4.01 $ 19.90 Granted 326,867 33.42 Exercised — — Forfeited — — Outstanding, June 30, 2021 1,456,646 $ 16.59 3.80 $ 20.91 Exercisable, June 30, 2021 554,459 $ 11.70 3.59 $ 25.80 As of June 30, 2022, there was approximately $ 9.7 million of unrecognized compensation cost related to nonvested stock option arrangements which is expected to be recognized over a weighted average period of 0.84 years. Restricted Stock Units Restricted stock units ("RSUs") represent a right to receive a single Subordinate Voting Share that is both non-transferable and forfeitable unless and until certain conditions are satisfied. RSUs vest ratably over a two- to- three-year period subject to continued employment through each anniversary. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis. On January 4, February 24, and March 31, 2022, the Board awarded RSUs to board members, directors, officers, and key employees of the Company. The RSUs vest immediately for board members and all other RSUs granted vest over a two-year period. On September 15, 2021, the Board awarded RSUs to two officers of the Company as replacement awards for cancelled warrants, which vest immediately. The previously held 3,572,514 warrants were cancelled on September 15, 2021 with the new RSUs granted on September 15, 2021 as a replacement of the previously held warrants. The two officers were awarded a total premium of $ 3.1 million, allocated between the two officers, to incentivize the cancellation and replacement, which was recorded to general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. On September 29, 2021, under the 2021 Plan, the Board awarded RSUs to officers and other select employees of the Company, which vest over a two- to three-year period. The following is a summary of RSU activity: Number of Weighted average Unvested balance as of January 1, 2022 332,428 $ 26.86 Granted 821,800 21.51 Vested ( 30,549 ) 27.92 Forfeited ( 87,917 ) 24.54 Unvested balance as of June 30, 2022 1,035,762 $ 22.94 During the three and six months ended June 30, 2022, the Company recorded share-based compensation in the amount of $ 3.1 million and $ 5.5 million related to RSUs, respectively. This is recognized as $ 0.3 million and $ 0.5 million of cost of goods sold, $ 2.6 million and $ 4.5 million in general and administrative, and $ 0.3 million and $ 0.6 million in sales and marketing in the statements of operations and comprehensive (loss) income, respectively. There was no share-based compensation expense related to RSUs during the three or six months ended June 30, 2021. As of June 30, 2022, there was approximately $ 17.7 million of total unrecognized compensation cost related to nonvested restricted stock units which is expected to be recognized over a weighted-average service period of 1.27 years. Warrants During the year ended December 31, 2018, the Company issued 8,784,872 warrants to certain employees and directors of the Company for past services provided. The warrants had no vesting conditions and are exercisable at any time for three years after the issuance, subject to certain lock-up provisions: (i) the warrants may not be exercised for 18 months following the Issue Date; (ii) 50% of the warrants may be exercised between months 19-24 following the Issue Date; and (iii) the remaining 50% of the warrants may be exercised at any time thereafter until expiration. The warrants are exchangeable into Subordinate Voting Share s. The following table summarizes the activity related to warrants issued and outstanding to certain employees and directors of the Company for the six-month period ending June 30, 2021. There were no outstanding warrants as of June 30, 2022 and December 31, 2021. Number of warrants Weighted average exercise price ($CAD) Weighted average remaining contractual life (Years) Outstanding, December 31, 2020 6,061,561 6.00 0.72 Granted — — — Exercised ( 795,022 ) 6.00 — Forfeited ( 116,333 ) — — Outstanding, June 30, 2021 5,150,206 6.00 0.24 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 16. EARNINGS PER SHARE The following is a reconciliation for the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2022 and 2021: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) Net (loss) income $ ( 24,021 ) $ 40,880 $ ( 56,503 ) $ 70,958 Less: Net loss and comprehensive loss attributed to non-controlling interest ( 1,530 ) — ( 2,037 ) — Net (loss) income and comprehensive (loss) income attributed to common shareholders $ ( 22,491 ) $ 40,880 $ ( 54,466 ) $ 70,958 Weighted average number of common shares outstanding 187,174,176 125,631,725 187,124,886 120,351,366 Dilutive effect of securities — 7,370,506 — 7,533,547 Diluted weighted average number of common shares outstanding 187,174,176 133,002,231 187,124,886 127,884,913 Basic (loss) earnings per share $ ( 0.12 ) $ 0.33 $ ( 0.29 ) $ 0.59 Diluted (loss) earnings per share $ ( 0.12 ) $ 0.31 $ ( 0.29 ) $ 0.55 For the three months ended June 30, 2022, the Company excluded 5,268,901 of instruments of potentially dilutive instruments for the dilutive calculation as the Company is in a net loss position. For the six months ended June 30, 2022, the Company excluded 6,600,990 of potentially dilutive instruments from the dilutive calculation as the Company is in a net loss position. There were no instruments excluded for the three or six months ended June 30, 2021. As of June 30, 2022, there are approximately 185.6 million issued and outstanding shares which excludes approximately 2.9 million of fully vested RSUs which are not contractually issuable until 2024. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 17 . INCOME TAXES The following table summarizes the Company’s income tax expense and effective tax rate for the three and six months ended June 30, 2022 and 2021. For the Three Months For the Six Months 2022 2021 2022 2021 (in thousands) Income before provision for income taxes $ 20,748 $ 69,982 $ 30,582 $ 134,608 Provision for income taxes 44,769 29,102 87,085 63,650 Effective tax rate 216 % 42 % 285 % 47 % The Company has computed its provision for income taxes based on the actual effective tax rate for the quarter as the Company believes this is the best estimate for the annual estimated effective tax rate. The Company is subject to income taxes in the United States and Canada. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the provision for income taxes. The Company’s gross unrecognized tax benefits was approximately $ 44.9 million as of June 30, 2022 and December 31, 2021, respectively, which is recorded in deferred tax liabilities and other long-term liabilities in the condensed consolidated balance sheets. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | NOTE 18. V ariable Interest Entities The Company through its acquisition of Harvest and through the acquired Harvest subsidiaries has entered into operating agreements with various entities related to the purchase and operation of cannabis dispensary, cultivation, and production licenses, in several states. The Company determined these entities to be VIEs due to the financial relationship and as the Company is the primary beneficiary as of June 30, 2022, and December 31, 2021. The Company holds varying ownership interests in these entities and in certain cases may not directly hold ownership in the entities but holds a significant interest through an agent. The Company's VIEs are not material to the consolidated financial position or operations as of June 30, 2022, or for the three or six month period ended June 30, 2022, or as of December 31, 2021. The Company did not have any VIEs prior to the acquisition of Harvest in October 2021. The Company has determined these entities to be VIEs and that it is the primary beneficiary. The Company consolidates these entities due to the other holder’s equity investment being insufficient to finance its activities without additional subordinated financial support and the Company meeting the power and economics criteria. In particular, the Company controls the management decisions and activities most significant to certain VIEs, has provided a significant portion of the subordinated financial support provided to date, and holds membership interests exposing the Company to the risk of reward and/or loss. The Company allocates income and cash flows of the VIEs based on the outstanding ownership percentage in accordance with the underlying operating agreements, as amended. The Company has consolidated all identified VIEs for which the Company is the primary beneficiary in the accompanying condensed consolidated financial statements. The following table presents the summarized assets and liabilities of the Company’s VIEs in which the Company does not hold a majority interest as of June 30, 2022 and December 31, 2021. The assets and liabilities in the table below include third-party assets and liabilities of the Company's VIEs only and exclude intercompany balances that eliminate in consolidation as included in the condensed consolidated balance sheets. June 30, 2022 December 31, 2021 (in thousands) Current assets: Cash $ 2,692 $ 1,241 Accounts receivable, net 424 905 Inventories, net 4,134 2,451 Prepaids and other current assets 68 313 Total current assets 7,318 4,910 Property and equipment, net 6,644 8,335 Intangible assets, net 16,828 17,735 Other assets 57 544 Total assets $ 30,847 $ 31,524 Current liabilities: Accounts payable and accrued liabilities $ 1,386 $ 828 Notes payable - current portion — 1,170 Income tax payable 1,782 522 Total current liabilities 3,168 2,520 Notes payable 1,080 1,061 Deferred tax liabilities 4,245 4,479 Other long-term liabilities 619 — Total liabilities $ 9,112 $ 8,060 In the first quarter of 2022, the Company divested of its minority ownership interest in one of its VIEs and received cash of $ 1.6 million and recorded an insignificant loss on the divestment which is recorded in loss on disposal of non-operating assets in the condensed consolidated statement of operations and comprehensive (loss) income for the six months ended June 30, 2022. As of June 30, 2022, the Company is no longer the primary beneficiary of this VIE and the VIE is no longer consolidated in the Company's condensed consolidated financial statements. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 19 . RELATED PARTIES The Company had raised funds by issuing notes to various related parties including directors, officers, and shareholders. The related party notes were paid off in full in November 2021. The balance of related party notes was zero as of December 31, 2021, and June 30, 2022, respectively. The Company incurred interest expense for the three and six months ended June 30, 2021 of $ 0.4 million and $ 0.7 million, respectively on the related party notes. J.T. Burnette, the spouse of Kim Rivers, the Chief Executive Officer and Chair of the Board of Directors of the Company, was a minority owner of a company (the “Supplier”) that provides construction and related services to the Company. As of January 1, 2022, the Supplier is no longer a related party of the Company. The Supplier is responsible for the construction of the Company’s cultivation and processing facilities, and provides labor, materials, and equipment on a cost-plus basis. For the six months ended June 30, 2021, property and equipment purchases totaled $ 76.4 million. As of December 31, 2021 , $ 11.4 million of related party property and equipment purchases was included in accounts payable in the condensed consolidated balance sheets. The use of the Supplier was reviewed and approved by the independent members of the Company’s board of directors, and all invoices of the Supplier are reviewed by the office of the Company’s Chief Legal Officer. The Company leases a cultivation facility and corporate office facility from an entity that is directly or indirectly owned by Kim Rivers, the Company's Chief Executive Officer and Chair of the board of directors, George Hackney, a former member of the Company's board of directors, and Richard May, a member of the Company's board of directors. The Company also leases various properties from companies that are managed by Benjamin Atkins, a former director and shareholder of the Company, and the Supplier. As of January 1, 2022, Benjamin Atkins is no longer a related party of the Company due to the time that has passed since Mr. Atkins held a director position. As of June 30, 2022, and December 31, 2021, under ASC 842, the Company had the following related party leases in the condensed consolidated balance sheets: As of June 30, 2022 As of December 31, 2021 Operating Operating Finance (in thousands) Right-of-use assets, net $ 874 $ 2,082 $ 2,009 Lease liabilities: Lease liabilities - current portion $ 106 $ 418 $ 215 Lease liabilities 809 1,862 2,127 Total related parties lease liabilities $ 915 $ 2,280 $ 2,342 Expenses recognized for related party leases was less than $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2022 , and less than $ 0.1 and $ 0.1 for the three and six months ended June 30, 2021, respectively. |
Revenue Disaggregation
Revenue Disaggregation | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Disaggregation | NOTE 20. REVENUE DISAGGREGATION Net revenues are comprised of the following for the three and six month periods ended June 30, 2022 and 2021: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) Retail $ 298,561 $ 202,585 $ 589,174 $ 383,849 Wholesale, licensing, and other 21,722 12,537 49,457 25,096 Revenues, net of discounts $ 320,283 $ 215,122 $ 638,631 $ 408,945 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 21 . COMMITMENTS AND CONTINGENCIES Operating Licenses Although the possession, cultivation, and distribution of cannabis for medical-use and adult-use is permitted in the states in which we operate, cannabis is a Schedule-I controlled substance and its use and possession remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis would likely result in the Company’s inability to proceed with the Company's business plans. In addition, the Company’s assets, including real property, cash and cash equivalents, equipment, and other goods, could be subject to asset forfeiture because cannabis is still federally illegal. Claims and Litigation From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of June 30, 2022, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s condensed consolidated statements of operations and comprehensive (loss) income. There are also no proceedings in which any of the Company’s directors, officers, or affiliates is an adverse party or has a material interest adverse to the Company’s interest. Contingencies The Company records contingent liabilities with respect to litigation on various claims in which the Company believes a loss may be probable and the loss is estimable. As of June 30, 2022 and December 31, 2021, there was $ 13.1 million and $ 8.8 million included in contingent liabilities in the condensed consolidated balance sheets related to pending litigation, respectively. As of June 30, 2022 and December 31, 2021, $ 1.6 million and $ 2.3 million was included in contingent liabilities in the condensed consolidated balance sheets for estimates related to various sales tax matters, respectively. As of June 30, 2022 , the Company recorded $ 7.3 million in liabilities related to potential earn-outs on the Watkins acquisition, that were determined to be probable and estimable as of June 30, 2022, included in contingent liabilities in the condensed consolidated balance sheets. As of June 30, 2022 and December 31, 2021 there was $ 0.1 million and $ 1.9 million, respectively, of other contingencies recorded in contingent liabilities in the condensed consolidated balance sheets. Regulatory Compliance The Company’s compliance with state and other rules and regulations may be reviewed by state and federal agencies. If the Company fails to comply with these regulations, the Company could be subject to loss of licenses, substantial fines or penalties, and other sanctions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 22. SUBSEQUENT EVENTS In July 2022 the Company made the decision to discontinue the Company's wholesale operations within the state of Nevada. The Company is currently evaluating the exit plans for these operations and the related financial impacts. As of June 30, 2022, these operations represented approximately $ 54.6 million of assets and generated revenues of $ 1.8 million for six months ended June 30, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Critical Accounting Estimates and Judgments | Critical accounting estimates and judgments The preparation of the condensed consolidated financial statements with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates in the condensed consolidated financial statements, include, but are not limited to, accounting for acquisitions and business combinations; initial valuation and subsequent impairment testing of goodwill, other intangible assets, and long-lived assets; leases; fair value of financial instruments, income taxes; inventory; share-based payment arrangements, and commitment and contingencies. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions plus cash held at retail locations. Cash held in money market investments are carried at market value which approximates fair value and cash held in financial institutions and held at retail locations, have carrying values that approximate fair value. |
Restricted cash | Restricted Cash 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 December 31, 2021, restricted cash was $ 3.0 million, which represented cash consideration set aside in relation to amounts held for a pending legal dispute. The restriction on this cash was released in January 2022 as the litigation was settled in December 2021. There was no restricted cash as of June 30, 2022 . |
Held for Sale | Held for sale The Company classifies long-lived assets or disposal groups and related liabilities as held-for-sale when management having the appropriate authority, generally the Company's Board of Directors or certain Executive Officers, commits to a plan of sale, the disposal group is ready for immediate sale, an active program to locate a buyer has been initiated and the sale is probable and expected to be completed within one year. Once classified as held-for-sale, disposal groups are valued at the lower of their carrying amount or fair value less estimated selling costs. Depreciation on these properties is discontinued at the time they are classified as held for sale, but operating revenues, operating expenses and interest expense continue to be recognized until the date of disposal. As of June 30, 2022, the Company had $ 9.7 million in net assets held for sale which is recorded in prepaids and other current assets in the condensed consolidated balance sheets, and primarily consists of property and equipment, and leases and related liabilities. As of December 31, 2021, the Company had $ 8.7 million in net assets held for sale which is recorded in prepaid expenses and other current assets in the consolidated balance sheets, and primarily consisted of property and equipment, leases and related liabilities, and a note payable. During the three months ended June 30, 2022, the Company settled net assets of $ 2.0 million for a loss on sale of less than $ 0.1 million, recorded in loss on disposal of non-operating assets in the condensed consolidated statement of operations and comprehensive (loss) income. During the quarter, the Company also reclassified approximately $ 2.3 million of property and equipment to held for sale in the Southwest. During the six months ended June 30, 2022, the Company settled net assets of $ 2.7 million, sold property held for sale for $ 2.0 million in proceeds, sold land held for sale for $ 0.2 million in proceeds, and recorded a loss on disposal of $ 2.6 million which is recorded in loss on disposal of non-operating assets in the condensed consolidated statement of operations and comprehensive (loss) income. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recent accounting pronouncements, other than those below, issued by the Financial Accounting Standards Board ("FASB"), the AICPA ("American Institute of Certified Public Accountants") and the SEC did not or are not believed by management to have a material effect on the Company’s present or future financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (“Topic 606”) rather than adjust them to fair value at the acquisition date. The Company elected to early adopt this accounting standard in the fourth quarter of 2021, with retrospective application to business combinations that occurred in fiscal year 2021 . Results of operations for quarterly periods prior to September 30, 2021 remain unchanged as a result of the adoptio n of ASU No. 2021-08. The acquisitions of Harvest Health and Recreation Inc. and Purplemed Healing Center were accounted for in accordance with ASU 2021-08, as will all future acquisitions. Refer to Note 4. Acquisitions for further information. The adoption of this standard did not have a material impact on the consolidated financial statements. |
Principles of Consolidation | Principles of consolidation The accompanying condensed consolidated financial statements include the financial position and operations of Trulieve Cannabis Corp. and its subsidiaries. The condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and include the assets, liabilities, revenues, and expenses of all wholly-owned subsidiaries and variable interest entities ("VIEs") for which the Company has determined that it is the primary beneficiary. Outside shareholders' interests in subsidiaries are shown in the condensed consolidated financial statements as non-controlling interests. Material intercompany balances and transactions are eliminated in consolidation. In management's opinion, the condensed consolidated financial statements include all adjustments of a normal recurring nature necessary to fairly present the Company's financial position as of June 30, 2022, and the results of its operations and cash flows for the periods ended June 30, 2022 and June 30, 2021. The results of the Company's operations for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full 2022 fiscal year. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, as reported in the 2021 Annual Report on Form 10-K. |
Basis of Measurement | Basis of Measurement These condensed consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein. |
Functional Currency | Functional Currency The functional currency of the Company and its subsidiaries, as determined by management, is the United States (“U.S.”) dollar. These condensed consolidated financial statements are presented in U.S. dollars. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Greenhouse Wellness WV Dispensaries LLC | |
Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (in thousands) Consideration: Cash $ 281 Fair value of consideration exchanged $ 281 Recognized amounts of identifiable assets acquired and liabilities assumed: Right of use asset - operating $ 170 Intangible asset 270 Favorable lease interest 11 Operating lease liabilities ( 170 ) Total net assets acquired $ 281 |
CP4 Group LLC ("Watkins") | |
Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities assumed: (in thousands) Consideration Cash $ 27,500 Fair value of consideration exchanged $ 27,500 Recognized amounts of identifiable assets acquired and liabilities assumed: Inventories $ 2,266 Property and equipment 692 Right of use asset - operating 4,737 Goodwill 24,542 Operating lease liability ( 4,737 ) Total net assets acquired $ 27,500 |
Purplemed | |
Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The net assets were acquired for an aggregate purchase price of $ 15.0 million. (in thousands) Consideration: Cash $ 15,000 Transaction costs 12 Fair value of consideration exchanged $ 15,012 Recognized amounts of identifiable assets acquired and liabilities assumed: Prepaid expenses and other current assets $ 531 Right of use asset - operating 271 Intangible asset 15,076 Other current liabilities ( 531 ) Deferred revenue ( 109 ) Operating lease liability ( 226 ) Total net assets acquired $ 15,012 |
Harvest Health & Recreation, Inc | |
Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (in thousands) Consideration: Trulieve Subordinated Voting Shares $ 1,369,024 Fair value of other equity instruments 18,394 Fair value of warrants classified as liabilities 3,103 Fair value of consideration exchanged $ 1,390,521 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash and cash equivalents $ 85,318 Restricted cash 3,072 Accounts receivable 3,645 Inventories 92,537 Prepaid expenses and other current assets 100,129 Notes receivable 9,805 Property and equipment 191,801 Right of use assets - operating 73,476 Intangible assets: Dispensary license 946,000 Trademarks 27,430 Customer relationships 3,500 Other assets 5,289 Accounts payable and accrued liabilities ( 58,887 ) Income tax payable ( 24,863 ) Deferred revenue ( 4,523 ) Operating lease liabilities ( 76,558 ) Contingencies ( 26,599 ) Notes payable ( 285,238 ) Construction finance liabilities ( 79,683 ) Other long-term liabilities ( 1,085 ) Deferred tax liabilities ( 253,986 ) $ 730,580 Non-controlling interest $ ( 2,139 ) Goodwill 662,080 Total net assets acquired $ 1,390,521 |
Keystone Shops | |
Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (in thousands) Consideration: Cash $ 20,251 Shares issued upon acquisition 35,385 Fair value of consideration exchanged $ 55,636 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 500 Inventories 1,766 Prepaid expenses and other current assets 240 Property and equipment 1,144 Right of use asset - finance 1,340 Intangible assets Dispensary license 27,000 Tradename 100 Favorable leasehold interests, net 86 Goodwill 39,703 Other assets 40 Accounts payable and accrued liabilities ( 878 ) Income tax payable ( 2,892 ) Operating lease liabilities ( 1,340 ) Other long-term liabilities ( 2,179 ) Deferred tax liability ( 8,994 ) Total net assets acquired $ 55,636 |
Nature’s Remedy of Massachusetts, Inc. | |
Summary of Total Consideration Paid was Allocated to Assets and Liabilities Acquired Based on Relative Fair Values | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (in thousands) Consideration: Cash $ 7,000 Shares issued upon acquisition 9,139 Transaction costs 23 Fair value of consideration exchanged $ 16,162 Recognized amounts of identifiable assets acquired and liabilities assumed: Prepaid expenses and other current assets $ 12 Property and equipment 1,006 Right of use asset - finance 799 Intangible assets 15,274 Accounts payable and accrued liabilities ( 335 ) Finance lease liability ( 594 ) Total net assets acquired $ 16,162 |
Patient Centric of Martha's Vineyard | |
Summary of Total Consideration Paid was Allocated to Assets and Liabilities Acquired Based on Relative Fair Values | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (in thousands) Consideration: Shares issued upon acquisition $ 10,012 Transaction costs 18 Fair value of consideration exchanged $ 10,030 Recognized amounts of identifiable assets acquired and liabilities assumed: Right of use asset - finance $ 1,756 Intangible asset 10,594 Finance lease liabilities ( 2,320 ) Total net assets acquired $ 10,030 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | As of June 30, 2022 and December 31, 2021, Accounts receivable, net consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Trade receivables $ 13,453 $ 9,363 Less: allowance for credit losses ( 1,597 ) ( 509 ) Accounts receivable, net $ 11,856 $ 8,854 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of Notes Receivable | As of June 30, 2022 and December 31, 2021, Accounts receivable, net consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Trade receivables $ 13,453 $ 9,363 Less: allowance for credit losses ( 1,597 ) ( 509 ) Accounts receivable, net $ 11,856 $ 8,854 |
Notes Receivable | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of Notes Receivable | Notes receivable, net consisted of the following: June 30, December 31, (in thousands) Promissory note acquired from Harvest maturing in November 2025. Secured by certain assets. $ 8,491 $ 8,827 Convertible note receivable dated November 2021 maturing in November 2024. 4,381 4,124 Promissory notes acquired from Harvest maturing in February 2022. Secured by certain assets. — 850 Notes receivable 12,872 13,801 Less: discount on notes receivable ( 105 ) ( 124 ) Total notes receivable, net of discounts 12,767 13,677 Less: current portion of notes receivable ( 644 ) ( 1,530 ) Notes receivable $ 12,123 $ 12,147 |
Schedule of Stated Maturities of Notes Receivable | Stated maturities of notes receivable are as follows as of June 30, 2022: Expected principal payments (in thousands) Remaining 2022 $ 286 2023 728 2024 5,165 2025 6,693 2026 — Thereafter — Total 12,872 Less: discount on notes receivable ( 105 ) Total $ 12,767 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | As of June 30, 2022 and December 31, 2021, Inventories, net consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Raw material Cannabis plants $ 39,082 $ 31,279 Packaging and supplies 44,847 40,326 Total raw material 83,929 71,605 Work in process 122,675 94,249 Finished goods-unmedicated 8,251 4,824 Finished goods-medicated 55,351 41,510 Total inventories $ 270,206 $ 212,188 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of June 30, 2022 and December 31, 2021, Property and equipment, net consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Land $ 32,149 $ 32,904 Buildings and improvements 561,591 435,185 Furniture and equipment 240,867 140,281 Vehicles 998 959 Total 835,605 609,329 Less: accumulated depreciation ( 96,549 ) ( 63,611 ) Total property and equipment 739,056 545,718 Construction in progress 90,491 234,198 Total property and equipment, net $ 829,547 $ 779,916 |
Intangible Assets & Goodwill (T
Intangible Assets & Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | As of June 30, 2022 and December 31, 2021, Intangible assets, net consisted of the following: June 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value (in thousands) (in thousands) Licenses $ 1,106,928 $ 60,291 $ 1,046,637 $ 1,106,658 $ 25,352 $ 1,081,306 Trademarks 27,430 8,426 19,004 27,430 2,809 24,621 Internal use software 12,249 1,872 10,377 7,374 1,119 6,255 Tradenames 4,862 2,856 2,006 4,862 2,168 2,694 Customer relationships 4,536 3,277 1,259 4,536 1,430 3,106 Total $ 1,156,005 $ 76,722 $ 1,079,283 $ 1,150,860 $ 32,878 $ 1,117,982 |
Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets | The following table outlines the estimated future annual amortization expense related to intangible assets as of June 30, 2022: Estimated (in thousands) Remaining 2022 $ 43,072 2023 82,692 2024 80,983 2025 78,949 2026 77,421 Thereafter 716,166 $ 1,079,283 |
Summary of Goodwill | The changes in the carrying amount of Goodwill arose from the following: As of June 30, 2022 (in thousands) As of December 31, 2021 $ 765,358 Acquisition of Watkins 24,542 As of June 30, 2022 $ 789,900 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable, Net | As of June 30, 2022 and December 31, 2021, Notes payable, net consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Promissory notes dated October 1, 2021 , maturing in October 2022 . Monthly interest payments due of 4.75 %. Secured by mortgaged property with a $ 6 million book value. 6,156 6,156 Promissory note acquired in Harvest acquisition dated February 2020 , maturing in February 2023 . Monthly interest payments due at 5.5 %. 2,670 4,699 Promissory note dated July 2018 , maturing in July 2023 . Monthly interest payments due of 4 % per annum. Secured by certain assets. 1,092 1,113 Promissory note of consolidated variable-interest entity dated February 2022 , maturing February 2029 , for up to $ 1.5 million. Monthly interest payments due of 8 %. 1,080 — Promissory note dated October 2019 , maturing in October 2024 . Monthly interest payments due of 5.5 %. Principal balance due at maturity. 778 829 Promissory note acquired in Harvest acquisition dated August 2018 , maturing in August 2024 . Monthly interest payments due of 2 %. Secured by certain assets. 858 1,022 Promissory note acquired in Harvest acquisition dated January 2020 , maturing in May 2023 . Quarterly interest payments due of 2 %. 250 425 Promissory note acquired in Harvest acquisition dated April 2021 , maturing in April 2026 . Principal due at maturity. Secured by equipment. 53 60 Promissory note acquired in Harvest acquisition dated January 2020 , maturing in January 2023 . Monthly interest payments due of 2 %. 25 65 Promissory notes of consolidated variable-interest entities acquired in Harvest Acquisition. Maturing December 2022 and 2029 , interest ranging from 5.25 % to 8.25 %. Secured by real-estate. In the first quarter of 2022 these notes were fully paid. — 2,231 Total notes payable 12,962 16,600 Less: Debt discount ( 25 ) ( 92 ) Less: Current portion of notes payable ( 9,502 ) ( 10,052 ) Notes payable $ 3,435 $ 6,456 |
Schedule of Stated Maturities of Notes Payable | As of June 30, 2022, stated maturities of notes payable are as follows: (in thousands) Remaining 2022 $ 6,496 2023 4,711 2024 657 2025 14 2026 4 Thereafter 1,080 Total $ 12,962 |
Private Placement Notes (Tables
Private Placement Notes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Scheduled Maturities of Principal Portion of Private Placement Notes, Net Outstanding | Stated maturities of the principal portion of private placement notes, net outstanding as of June 30, 2022, are as follows: (in thousands) Remaining 2022 — 2023 — 2024 130,000 2025 — 2026 425,000 Thereafter — Total private placement notes 555,000 Less: Unamortized debt discount & issuance costs ( 16,023 ) Private placement notes, net $ 538,977 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Components of Lease Cost | The following table provides the components of lease cost recognized in the condensed consolidated statements of operations and comprehensive (loss) income: Three Months Ended For the Six Months Ended June 30, Statement of operations and comprehensive (loss) income location 2022 2021 2022 2021 (in thousands) Operating lease cost Cost of goods sold, sales and marketing, general and administrative $ 6,091 $ 1,695 $ 12,184 $ 3,267 Finance lease cost: Amortization of lease assets Cost of goods sold, sales and marketing, general and administrative 2,713 1,797 5,229 3,367 Interest on lease liabilities Interest expense 1,674 958 3,253 1,737 Finance lease cost 4,387 2,755 8,482 5,104 Variable lease cost Cost of goods sold, sales and marketing, general and administrative 1,897 215 3,831 610 Short term lease expense Cost of goods sold, sales and marketing, general and administrative 156 — 255 — Total lease cost $ 12,531 $ 4,665 $ 24,752 $ 8,981 |
Schedule of Other Information Related to Operating and Finance Leases | Other information related to operating and finance leases is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 5,706 1,532 11,093 2,956 Operating cash flows from finance leases 1,665 916 3,244 1,718 Financing cash flows from finance leases 1,784 1,063 3,205 2,091 Lease assets obtained in exchange for new lease liabilities: Operating leases 2,404 8,550 11,970 14,163 Finance leases 12,112 10,044 18,413 15,128 June 30, 2022 December 31, 2021 (in thousands) Weighted average discount rate: Operating leases 9.56 % 9.69 % Finance leases 8.58 % 8.68 % Weighted average remaining lease term (in years): Operating leases 9.74 10.09 Finance leases 8.10 8.16 |
Schedule of Future Minimum Lease Payments under Non-cancellable Leases | Future minimum lease payments under the Company's non-cancellable leases as of June 30, 2022 are as follows: Operating leases Finance leases (in thousands) Remainder of 2022 $ 11,728 $ 7,420 2023 22,854 17,996 2024 22,578 14,289 2025 22,358 13,757 2026 21,822 12,813 Thereafter 120,265 55,984 Total undiscounted lease liabilities 221,605 122,259 Interest on lease liabilities ( 82,321 ) ( 36,103 ) Total present value of minimum lease payments 139,284 86,156 Lease liabilities- current portion ( 10,899 ) ( 7,697 ) Lease liabilities $ 128,385 $ 78,459 |
Construction Finance Liabilit_2
Construction Finance Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Construction Finance Liability [Abstract] | |
Schedule of Future minimum Lease Payments for Construction Finance Liabilities | Future minimum lease payments for the construction finance liabilities as of June 30, 2022, are as follows: (in thousands) Remaining 2022 $ 11,595 2023 23,406 2024 23,736 2025 24,175 2026 24,593 Thereafter 428,072 Total future payments 535,577 Less: Interest ( 352,377 ) Total present value of minimum payments 183,200 Construction finance liabilities - current portion ( 1,087 ) Construction finance liabilities $ 182,113 |
Share Capital (Tables)
Share Capital (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Summary of Warrants Outstanding and Exercisable | Liability warrants Number Weighted average exercise price Weighted average Outstanding and exercisable as of December 31, 2021 1,679 $ 1,125 1.31 Granted — — — Exercised — — — Outstanding and exercisable as of June 30, 2022 1,679 $ 1,125 0.81 |
Summary of Significant Assumptions Determining Fair Value of Warrant Liability | The following table summarizes the significant assumptions used in determining the fair value of the warrant liability: June 30, 2022 December 31, 2021 Stock price $ 14.80 $ 32.91 Exercise price ($CAD) $ 11.25 $ 11.25 Exchange rate $ 0.776 $ 0.789 Remaining life 0.81 1.31 Annualized volatility 54.96 % 49.57 % Discount rate 2.80 % 0.56 % |
Share Based Compensation (Table
Share Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Fair Value of Options Granted with Assumptions | In determining the amount of share-based compensation related to options issued during the periods ending June 30, 2022 and 2021, the Company used the Black-Scholes pricing model to establish the fair value of the options granted with the following assumptions: For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Fair value at grant date $ 8.39 -$ 11.01 $ 11.20 Stock price at grant date $ 21.48 -$ 25.41 $ 33.42 Exercise price at grant date $ 21.48 -$ 25.41 $ 33.42 Expected life in years 3.50 - 4.46 3.00 Expected volatility 51.81 % - 52.87 % 49.88 % Expected annual rate of dividends 0 % 0 % Risk free annual interest rate 1.20 % - 1.79 % 0.16 % |
Schedule of Stock Option Activity | The following is a summary of stock option activity: Number of options Weighted average exercise price Weighted average remaining contractual life (Years) Aggregate intrinsic value Outstanding, January 1, 2022 2,973,895 $ 27.61 6.26 $ — Granted 864,051 21.56 Exercised ( 92,811 ) 11.25 Forfeited ( 279,496 ) 35.12 Outstanding, June 30, 2022 3,465,639 $ 25.93 6.04 $ — Exercisable, June 30, 2022 1,769,965 $ 25.39 4.59 $ — Number of options Weighted average exercise price Weighted average remaining contractual life (yrs) Aggregate intrinsic value Outstanding, January 1, 2021 1,129,779 $ 11.72 4.01 $ 19.90 Granted 326,867 33.42 Exercised — — Forfeited — — Outstanding, June 30, 2021 1,456,646 $ 16.59 3.80 $ 20.91 Exercisable, June 30, 2021 554,459 $ 11.70 3.59 $ 25.80 |
Schedule of Restricted Stock Units Activity | The following is a summary of RSU activity: Number of Weighted average Unvested balance as of January 1, 2022 332,428 $ 26.86 Granted 821,800 21.51 Vested ( 30,549 ) 27.92 Forfeited ( 87,917 ) 24.54 Unvested balance as of June 30, 2022 1,035,762 $ 22.94 |
Summary of Warrants Issued and Outstanding To Certain Employees and Director | The following table summarizes the activity related to warrants issued and outstanding to certain employees and directors of the Company for the six-month period ending June 30, 2021. There were no outstanding warrants as of June 30, 2022 and December 31, 2021. Number of warrants Weighted average exercise price ($CAD) Weighted average remaining contractual life (Years) Outstanding, December 31, 2020 6,061,561 6.00 0.72 Granted — — — Exercised ( 795,022 ) 6.00 — Forfeited ( 116,333 ) — — Outstanding, June 30, 2021 5,150,206 6.00 0.24 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation For Calculation of Basic And Diluted Earnings Per Share | The following is a reconciliation for the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2022 and 2021: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) Net (loss) income $ ( 24,021 ) $ 40,880 $ ( 56,503 ) $ 70,958 Less: Net loss and comprehensive loss attributed to non-controlling interest ( 1,530 ) — ( 2,037 ) — Net (loss) income and comprehensive (loss) income attributed to common shareholders $ ( 22,491 ) $ 40,880 $ ( 54,466 ) $ 70,958 Weighted average number of common shares outstanding 187,174,176 125,631,725 187,124,886 120,351,366 Dilutive effect of securities — 7,370,506 — 7,533,547 Diluted weighted average number of common shares outstanding 187,174,176 133,002,231 187,124,886 127,884,913 Basic (loss) earnings per share $ ( 0.12 ) $ 0.33 $ ( 0.29 ) $ 0.59 Diluted (loss) earnings per share $ ( 0.12 ) $ 0.31 $ ( 0.29 ) $ 0.55 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense and Effective Tax Rate | The following table summarizes the Company’s income tax expense and effective tax rate for the three and six months ended June 30, 2022 and 2021. For the Three Months For the Six Months 2022 2021 2022 2021 (in thousands) Income before provision for income taxes $ 20,748 $ 69,982 $ 30,582 $ 134,608 Provision for income taxes 44,769 29,102 87,085 63,650 Effective tax rate 216 % 42 % 285 % 47 % |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Assets and Liabilities of Company's VIEs | The following table presents the summarized assets and liabilities of the Company’s VIEs in which the Company does not hold a majority interest as of June 30, 2022 and December 31, 2021. The assets and liabilities in the table below include third-party assets and liabilities of the Company's VIEs only and exclude intercompany balances that eliminate in consolidation as included in the condensed consolidated balance sheets. June 30, 2022 December 31, 2021 (in thousands) Current assets: Cash $ 2,692 $ 1,241 Accounts receivable, net 424 905 Inventories, net 4,134 2,451 Prepaids and other current assets 68 313 Total current assets 7,318 4,910 Property and equipment, net 6,644 8,335 Intangible assets, net 16,828 17,735 Other assets 57 544 Total assets $ 30,847 $ 31,524 Current liabilities: Accounts payable and accrued liabilities $ 1,386 $ 828 Notes payable - current portion — 1,170 Income tax payable 1,782 522 Total current liabilities 3,168 2,520 Notes payable 1,080 1,061 Deferred tax liabilities 4,245 4,479 Other long-term liabilities 619 — Total liabilities $ 9,112 $ 8,060 |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Right of Use Assets and Lease Liabilities under ASC 842 | As of June 30, 2022, and December 31, 2021, under ASC 842, the Company had the following related party leases in the condensed consolidated balance sheets: As of June 30, 2022 As of December 31, 2021 Operating Operating Finance (in thousands) Right-of-use assets, net $ 874 $ 2,082 $ 2,009 Lease liabilities: Lease liabilities - current portion $ 106 $ 418 $ 215 Lease liabilities 809 1,862 2,127 Total related parties lease liabilities $ 915 $ 2,280 $ 2,342 |
Revenue Disaggregation (Tables)
Revenue Disaggregation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Revenues Comprised | Net revenues are comprised of the following for the three and six month periods ended June 30, 2022 and 2021: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) Retail $ 298,561 $ 202,585 $ 589,174 $ 383,849 Wholesale, licensing, and other 21,722 12,537 49,457 25,096 Revenues, net of discounts $ 320,283 $ 215,122 $ 638,631 $ 408,945 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Restricted cash | $ 0 | $ 0 | $ 3,013 |
Assets held for sale | 9,700 | 9,700 | $ 8,700 |
Proceeds from settled net assets | 2,000 | 2,700 | |
Proceeds from sale of land held for sale | 200 | ||
Proceeds from sale of property held for sale | 2,000 | ||
Reclassification of property and equipment held for sale | 2,300 | ||
Loss on disposal of non-operating assets | $ 100 | $ 2,600 | |
ASU 2021-08 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | |
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2021 | Jan. 01, 2021 | |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||||
Apr. 26, 2022 | Feb. 14, 2022 | Dec. 28, 2021 | Oct. 01, 2021 | Jul. 08, 2021 | Jul. 02, 2021 | Jun. 30, 2021 | Jun. 08, 2021 | May 06, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Shares issued upon acquisition | $ 18,400,000 | |||||||||||||
Cash | $ 76,400,000 | |||||||||||||
Goodwill | $ 789,900,000 | $ 789,900,000 | $ 765,358,000 | |||||||||||
Greenhouse Wellness WV Dispensaries LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Acquired membership interests percentage | 100% | |||||||||||||
Payment of cash | $ 281,000 | |||||||||||||
Business combination, total consideration | $ 281,000 | |||||||||||||
CP4 Group LLC ("Watkins") | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Payment of cash | $ 27,500,000 | |||||||||||||
Transaction costs related to acquisition | 200,000 | 0 | 0 | |||||||||||
Goodwill | 24,542,000 | |||||||||||||
Business combination, total consideration | 27,500,000 | |||||||||||||
Business combination compensation for post combination services | 22,500,000 | 0 | 0 | |||||||||||
Business combination of accrual of contingencies | $ 7,300,000 | |||||||||||||
CP4 Group LLC ("Watkins") | Sales and Marketing | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Business combination of accrual of contingencies expense | 5,200,000 | 7,300,000 | ||||||||||||
Harvest Health & Recreation, Inc | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Acquired membership interests percentage | 100% | |||||||||||||
Fair value of warrants classified as liabilities | $ 3,103,000 | |||||||||||||
Trulieve Subordinated Voting Shares | 1,369,024,000 | |||||||||||||
Transaction costs related to acquisition | $ 0 | $ 0 | $ 13,000,000 | |||||||||||
Goodwill | 662,080,000 | |||||||||||||
Business combination, total consideration | $ 1,390,521,000 | |||||||||||||
Harvest Health & Recreation, Inc | Stock Options | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Equity interests acquired, number of shares | 1,266,641 | |||||||||||||
Business acquisition pre-combination fair value awards | $ 6,200,000 | |||||||||||||
Harvest Health & Recreation, Inc | Restricted Stock Units | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Equity interests acquired, number of shares | 18,297 | |||||||||||||
Business acquisition pre-combination fair value awards | $ 500,000 | |||||||||||||
Harvest Health & Recreation, Inc | Warrants | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Equity interests acquired, number of shares | 1,011,095 | |||||||||||||
Business acquisition pre-combination fair value awards | $ 7,700,000 | |||||||||||||
Harvest Health & Recreation, Inc | Subordinate Voting Shares Warrant | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Equity interests acquired, number of shares | 1,009,416 | |||||||||||||
Business acquisition pre-combination fair value awards | $ 4,600,000 | |||||||||||||
Harvest Health & Recreation, Inc | Multiple Voting Shares Warrants | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Equity interests acquired, number of shares | 1,679 | |||||||||||||
Harvest Health & Recreation, Inc | Subordinate Voting Shares | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Business acquisition pre-combination fair value awards | $ 3,100,000 | |||||||||||||
Additional consideration other outstanding equity instruments issued fair value | $ 7,100,000 | |||||||||||||
Harvest Health & Recreation, Inc and Anna Holdings, LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Proforma net revenues | $ 323,000,000 | 610,900,000 | ||||||||||||
Proforma net income and comprehensive income | $ 17,800,000 | $ 15,300,000 | ||||||||||||
PCMV | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Equity interests acquired, fair value | $ 10,000,000 | |||||||||||||
Equity interests acquired, number of shares | 258,383 | |||||||||||||
Equity interests acquired, number of shares holdback as security for indemnity claims | 10,879 | |||||||||||||
Equity interests acquired, number of shares holdback period as security for indemnity claims | 6 months | |||||||||||||
Anna Holdings, LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Acquired membership interests percentage | 100% | |||||||||||||
Equity interests acquired, fair value | $ 35,400,000 | |||||||||||||
Equity interests acquired, number of shares | 1,009,336 | |||||||||||||
Payment of cash | $ 20,300,000 | |||||||||||||
Business combination, total consideration | 55,600,000 | |||||||||||||
Business combination, contingent consideration on enactment, adoption or approval | 5,000,000 | |||||||||||||
Business combination, contingent consideration liability | $ 0 | |||||||||||||
Dispensary Licenses | Greenhouse Wellness WV Dispensaries LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Dispensary Licenses | Harvest Health & Recreation, Inc | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Dispensary Licenses | PCMV | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Dispensary Licenses | Anna Holdings, LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Tradenames | Maximum | Harvest Health & Recreation, Inc | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 5 years | |||||||||||||
Tradenames | Minimum | Harvest Health & Recreation, Inc | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 1 year | |||||||||||||
Customer Relationships | Harvest Health & Recreation, Inc | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 1 year | |||||||||||||
Florida Cannabis License | Harvest Health & Recreation, Inc | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Acquired intangible assets | $ 55,000,000 | |||||||||||||
Business combination receivable for the sale proceeds was deemed acquired | $ 55,000,000 | |||||||||||||
Purplemed | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Percentage of membership interests acquired | 100% | |||||||||||||
Indemnification asset | $ 500,000 | |||||||||||||
Cash | $ 15,000,000 | |||||||||||||
Purplemed | Dispensary Licenses | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Nature’s Remedy of Massachusetts, Inc. | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Total consideration | $ 16,162,000 | |||||||||||||
Cash | $ 7,000,000 | |||||||||||||
Number of shares issued | 237,881 | |||||||||||||
Equity interest consideration, fair value | $ 9,100,000 | |||||||||||||
Transaction costs | 23,000 | |||||||||||||
Nature’s Remedy of Massachusetts, Inc. | Maximum | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Transaction costs | $ 100,000 | |||||||||||||
Nature’s Remedy of Massachusetts, Inc. | Dispensary Licenses | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Solevo Wellness West Virginia, LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Percentage of membership interests acquired | 100% | |||||||||||||
Total consideration | $ 800,000 | |||||||||||||
Cash | $ 200,000 | |||||||||||||
Number of shares issued | 11,658 | |||||||||||||
Equity interest consideration, fair value | $ 400,000 | |||||||||||||
Debt forgiveness | 100,000 | |||||||||||||
Solevo Wellness West Virginia, LLC | Maximum | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Transaction costs | 100,000 | |||||||||||||
Solevo Wellness West Virginia, LLC | Dispensary Licenses | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Total consideration | $ 800,000 | |||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Definite lived intangible assets | $ 800,000 | |||||||||||||
Mountaineer Holding, LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Percentage of membership interests acquired | 100% | |||||||||||||
Total consideration | $ 5,500,000 | |||||||||||||
Cash | $ 3,000,000 | |||||||||||||
Number of shares issued | 60,342 | |||||||||||||
Equity interest consideration, fair value | $ 2,500,000 | |||||||||||||
Mountaineer Holding, LLC | Cultivation Permit and Dispensary Permits | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Total consideration | $ 5,500,000 | |||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Definite lived intangible assets | $ 5,500,000 |
Acquisitions - Summary of Alloc
Acquisitions - Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) | Apr. 26, 2022 | Feb. 14, 2022 | Dec. 28, 2021 | Oct. 01, 2021 | Jul. 08, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Consideration: | |||||||
Shares issued upon acquisition | $ 18,400,000 | ||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||
Right of use asset - operating | $ 121,705,000 | $ 125,973,000 | |||||
Intangible assets, net: | |||||||
Goodwill | 789,900,000 | 765,358,000 | |||||
Greenhouse Wellness WV Dispensaries LLC | |||||||
Consideration: | |||||||
Cash | $ 281,000 | ||||||
Fair value of consideration exchanged | 281,000 | ||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||
Right of use asset - operating | 170,000 | ||||||
Intangible assets, net: | |||||||
Intangible asset | 270,000 | ||||||
Operating lease liability | (170,000) | ||||||
Total net assets acquired | 281,000 | ||||||
Greenhouse Wellness WV Dispensaries LLC | Favorable Leasehold Interests | |||||||
Intangible assets, net: | |||||||
Intangible asset | $ 11,000 | ||||||
CP4 Group LLC ("Watkins") | |||||||
Consideration: | |||||||
Cash | $ 27,500,000 | ||||||
Transaction costs | 200,000 | 0 | |||||
Fair value of consideration exchanged | 27,500,000 | ||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||
Inventories | 2,266,000 | ||||||
Property and equipment | 692,000 | ||||||
Right of use asset - operating | 4,737,000 | ||||||
Intangible assets, net: | |||||||
Goodwill | 24,542,000 | ||||||
Operating lease liability | (4,737,000) | ||||||
Total net assets acquired | $ 27,500,000 | ||||||
Purplemed | |||||||
Consideration: | |||||||
Cash | $ 15,000,000 | ||||||
Transaction costs | 12,000 | ||||||
Fair value of consideration exchanged | 15,012,000 | ||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||
Prepaid expenses and other current assets | 531,000 | ||||||
Right of use asset - operating | 271,000 | ||||||
Intangible assets, net: | |||||||
Intangible asset | 15,076,000 | ||||||
Deferred revenue | (109,000) | ||||||
Operating lease liability | (226,000) | ||||||
Other current liabilities | (531,000) | ||||||
Total net assets acquired | $ 15,012,000 | ||||||
Harvest Health & Recreation, Inc | |||||||
Consideration: | |||||||
Trulieve Subordinated Voting Shares | 1,369,024,000 | ||||||
Fair value of other equity instruments | 18,394,000 | ||||||
Fair value of warrants classified as liabilities | 3,103,000 | ||||||
Transaction costs | $ 0 | $ 13,000,000 | |||||
Fair value of consideration exchanged | 1,390,521,000 | ||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||
Cash and cash equivalents | 85,318,000 | ||||||
Restricted cash | 3,072,000 | ||||||
Accounts receivable | 3,645,000 | ||||||
Inventories | 92,537,000 | ||||||
Prepaid expenses and other current assets | 100,129,000 | ||||||
Notes receivable | 9,805,000 | ||||||
Property and equipment | 191,801,000 | ||||||
Right of use asset - operating | 73,476,000 | ||||||
Intangible assets, net: | |||||||
Other assets | 5,289,000 | ||||||
Accounts payable and accrued liabilities | (58,887,000) | ||||||
Income tax payable | (24,863,000) | ||||||
Deferred revenue | (4,523,000) | ||||||
Operating lease liability | (76,558,000) | ||||||
Contingencies | (26,599,000) | ||||||
Notes payable | (285,238,000) | ||||||
Construction finance liability | (79,683,000) | ||||||
Other long-term liabilities | (1,085,000) | ||||||
Deferred tax liabilities | (253,986,000) | ||||||
Total net assets acquired | 730,580,000 | ||||||
Non-controlling interest | (2,139,000) | ||||||
Goodwill | 662,080,000 | ||||||
Total net assets acquired | 1,390,521,000 | ||||||
Harvest Health & Recreation, Inc | Dispensary License | |||||||
Intangible assets, net: | |||||||
Intangible asset | 946,000,000 | ||||||
Harvest Health & Recreation, Inc | Trademarks | |||||||
Intangible assets, net: | |||||||
Intangible asset | 27,430,000 | ||||||
Harvest Health & Recreation, Inc | Customer Relationships | |||||||
Intangible assets, net: | |||||||
Intangible asset | $ 3,500,000 | ||||||
Keystone Shops | |||||||
Consideration: | |||||||
Cash | $ 20,251,000 | ||||||
Shares issued upon acquisition | 35,385,000 | ||||||
Fair value of consideration exchanged | 55,636,000 | ||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||
Cash and cash equivalents | 500,000 | ||||||
Inventories | 1,766,000 | ||||||
Prepaid expenses and other current assets | 240,000 | ||||||
Property and equipment | 1,144,000 | ||||||
Right of use asset - finance | 1,340,000 | ||||||
Intangible assets, net: | |||||||
Goodwill | 39,703,000 | ||||||
Other assets | 40,000 | ||||||
Accounts payable and accrued liabilities | (878,000) | ||||||
Income tax payable | (2,892,000) | ||||||
Operating lease liability | (1,340,000) | ||||||
Other long-term liabilities | (2,179,000) | ||||||
Deferred tax liabilities | (8,994,000) | ||||||
Total net assets acquired | 55,636,000 | ||||||
Keystone Shops | Dispensary License | |||||||
Intangible assets, net: | |||||||
Intangible asset | 27,000,000 | ||||||
Keystone Shops | Tradenames | |||||||
Intangible assets, net: | |||||||
Intangible asset | 100,000 | ||||||
Keystone Shops | Favorable Leasehold Interests | |||||||
Intangible assets, net: | |||||||
Intangible asset | $ 86,000 |
Acquisitions - Summary of Total
Acquisitions - Summary of Total Consideration Paid was Allocated to Assets and Liabilities Acquired Based on Relative Fair Values (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 02, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | |
Consideration: | |||
Cash | $ 76,400 | ||
Nature’s Remedy of Massachusetts, Inc. | |||
Consideration: | |||
Cash | $ 7,000 | ||
Shares issued upon acquisition | 9,139 | ||
Transaction costs | 23 | ||
Fair value of consideration exchanged | 16,162 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Prepaid expenses and other current assets | 12 | 12 | |
Property and equipment | 1,006 | 1,006 | |
Right of use asset - finance | 799 | 799 | |
Intangible asset | 15,274 | 15,274 | |
Accounts payable and accrued liabilities | (335) | (335) | |
Finance lease liability | (594) | (594) | |
Total net assets acquired | $ 16,162 | $ 16,162 | |
PCMV | |||
Consideration: | |||
Shares issued upon acquisition | $ 10,012 | ||
Transaction costs | 18 | ||
Fair value of consideration exchanged | 10,030 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Right of use asset - finance | 1,756 | ||
Intangible asset | 10,594 | ||
Finance lease liability | (2,320) | ||
Total net assets acquired | $ 10,030 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Trade receivables | $ 13,453 | $ 9,363 |
Less: allowance for credit losses | (1,597) | (509) |
Accounts receivable, net | $ 11,856 | $ 8,854 |
Notes Receivable - Schedule of
Notes Receivable - Schedule of Notes Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable | $ 12,872 | $ 13,801 | |
Less: discount on notes receivable | (105) | (124) | |
Total notes receivable, net of discounts | 12,767 | 13,677 | $ 0 |
Less: current portion of notes receivable | (644) | (1,530) | |
Notes receivable | 12,123 | 12,147 | |
Promissory Note Acquired from Harvest Maturing in November 2025. Secured by Certain Assets | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable | 8,491 | 8,827 | |
Convertible Note Receivable Dated November 2021 Maturing in November 2024 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable | $ 4,381 | 4,124 | |
Promissory Notes Acquired from Harvest Maturing in February 2022. Secured by Certain Assets | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable | $ 850 |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Nov. 30, 2021 | Oct. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 01, 2021 | Sep. 30, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Outstanding notes receivable | $ 12,767,000 | $ 12,767,000 | $ 13,677,000 | $ 0 | |||
Prepaid and other current assets | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Accrued interest receivable | 0 | 0 | $ 100,000 | ||||
Harvest Health & Recreation, Inc | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Notes receivable acquired | $ 9,805,000 | ||||||
Other income | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Interest income | $ 300,000 | $ 700,000 | |||||
Promissory Note Acquired from Harvest Maturing in November 2025. Secured by Certain Assets | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Notes receivable, maturity month and year | 2025-11 | ||||||
Notes receivable, original principal balance | $ 12,000,000 | ||||||
Notes receivable, interest rate | 7.50% | ||||||
Notes receivable, interest and principal payments | $ 100,000 | ||||||
Promissory Notes Acquired from Harvest Maturing in February 2022. Secured by Certain Assets | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Notes receivable, maturity month and year | 2022-02 | ||||||
Notes receivable, original principal balance | $ 900,000 | ||||||
Notes receivable, interest rate | 10% | ||||||
Convertible Note Receivable Dated November 2021 Maturing in November 2024 | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Notes receivable, maturity month and year | 2024-11 | ||||||
Notes receivable, original principal balance | $ 4,100,000 | ||||||
Notes receivable, interest rate | 9.75% | ||||||
Percentage of discount on notes receivable issued | 3% | ||||||
Discount on notes receivable | $ 100,000 |
Notes Receivable - Schedule o_2
Notes Receivable - Schedule of Stated Maturities of Notes Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Receivables [Abstract] | |||
Remaining 2022 | $ 286 | ||
2023 | 728 | ||
2024 | 5,165 | ||
2025 | 6,693 | ||
Total | 12,872 | $ 13,801 | |
Less: discount on notes receivable | (105) | (124) | |
Total notes receivable, net of discounts | $ 12,767 | $ 13,677 | $ 0 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Total Raw Material | $ 83,929 | $ 71,605 |
Work in process | 122,675 | 94,249 |
Total inventories | 270,206 | 212,188 |
Cannabis Plants | ||
Inventory [Line Items] | ||
Total Raw Material | 39,082 | 31,279 |
Packaging and Supplies | ||
Inventory [Line Items] | ||
Total Raw Material | 44,847 | 40,326 |
Unmedicated | ||
Inventory [Line Items] | ||
Finished Goods | 8,251 | 4,824 |
Medicated | ||
Inventory [Line Items] | ||
Finished Goods | $ 55,351 | $ 41,510 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 835,605 | $ 609,329 |
Less: accumulated depreciation | (96,549) | (63,611) |
Total property and equipment | 739,056 | 545,718 |
Total property and equipment, net | 829,547 | 779,916 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 32,149 | 32,904 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 561,591 | 435,185 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Construction in progress | 90,491 | 234,198 |
Furniture and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 240,867 | 140,281 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 998 | $ 959 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Interest capitalized | $ 1.2 | $ 1.8 | $ 2.7 | $ 2.1 |
Depreciation | 20.1 | 7.3 | 35.6 | 12.9 |
Loss on disposal of long lived assets | 5.1 | 8.1 | ||
Impairment of long-lived assets | $ 0 | 0 | $ 0.3 | 0 |
Loss on disposal of long-lived assets | $ 0 | $ 0 |
Intangible Assets & Goodwill -
Intangible Assets & Goodwill - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,156,005 | $ 1,150,860 |
Accumulated Amortization | 76,722 | 32,878 |
Net Book Value | 1,079,283 | 1,117,982 |
Licenses | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,106,928 | 1,106,658 |
Accumulated Amortization | 60,291 | 25,352 |
Net Book Value | 1,046,637 | 1,081,306 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 27,430 | 27,430 |
Accumulated Amortization | 8,426 | 2,809 |
Net Book Value | 19,004 | 24,621 |
Internal Use Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,249 | 7,374 |
Accumulated Amortization | 1,872 | 1,119 |
Net Book Value | 10,377 | 6,255 |
Tradenames | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,862 | 4,862 |
Accumulated Amortization | 2,856 | 2,168 |
Net Book Value | 2,006 | 2,694 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,536 | 4,536 |
Accumulated Amortization | 3,277 | 1,430 |
Net Book Value | $ 1,259 | $ 3,106 |
Intangible Assets & Goodwill _2
Intangible Assets & Goodwill - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 21.9 | $ 2.5 | $ 43.8 | $ 4.5 |
Weighted average amortization period remaining for intangible assets | 13 years 10 months 17 days |
Intangible Assets & Goodwill _3
Intangible Assets & Goodwill - Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining 2022 | $ 43,072 | |
2023 | 82,692 | |
2024 | 80,983 | |
2025 | 78,949 | |
2026 | 77,421 | |
Thereafter | 716,166 | |
Net Book Value | $ 1,079,283 | $ 1,117,982 |
Intangible Assets & Goodwill _4
Intangible Assets & Goodwill - Summary of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 765,358 |
Goodwill, Ending Balance | 789,900 |
Walkins | |
Goodwill [Line Items] | |
Acquisition | $ 24,542 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Notes Payable [Line Items] | ||
Total notes payable | $ 12,962 | $ 16,600 |
Less: Debt discount | (25) | (92) |
Less: Current portion of notes payble | (9,502) | (10,052) |
Notes payable | 3,435 | 6,456 |
Promissory notes dated October 1, 2021, maturing in October 2022. Monthly interest payments due of 4.75%. Secured by mortgaged property with a $6 million book value | ||
Notes Payable [Line Items] | ||
Total notes payable | 6,156 | 6,156 |
Promissory note acquired in Harvest acquisition dated February 2020, maturing in February 2023. Monthly interest payments due at 5.5% | ||
Notes Payable [Line Items] | ||
Total notes payable | 2,670 | 4,699 |
Promissory note dated July 2018, maturing in July 2023. Monthly interest payments due at 4% per annum. Secured by certain assets | ||
Notes Payable [Line Items] | ||
Total notes payable | 1,092 | 1,113 |
Promissory note of consolidated variable-interest entity dated February 2022, maturing February 2029, for up to $1.5 million. Monthly interest payments due of 8%. | ||
Notes Payable [Line Items] | ||
Total notes payable | 1,080 | |
Promissory note dated October 2019, maturing in October 2024. Monthly interest payments due of 5.5%. Principal balance due at maturity | ||
Notes Payable [Line Items] | ||
Total notes payable | 778 | 829 |
Promissory note acquired in Harvest acquisition dated August 2018, maturing in August 2024. Monthly interest payments due of 2%. Secured by certain assets | ||
Notes Payable [Line Items] | ||
Total notes payable | 858 | 1,022 |
Promissory note acquired in Harvest acquisition dated January 2020, maturing in May 2023. Quarterly interest payments due of 2% | ||
Notes Payable [Line Items] | ||
Total notes payable | 250 | 425 |
Promissory note acquired in Harvest acquisition dated April 2021, maturing in April 2026. Secured by equipment. Principal due at maturity | ||
Notes Payable [Line Items] | ||
Total notes payable | 53 | 60 |
Promissory note acquired in Harvest acquisition dated January 2020, maturing in January 2023. Monthly interest payments due at 2% | ||
Notes Payable [Line Items] | ||
Total notes payable | $ 25 | 65 |
Promissory notes of consolidated variable-interest entities acquired in Harvest Acquisition. Maturing December 2022 and 2029, interest ranging from 5.25% to 8.25%. Secured by real-estate. In the first quarter of 2022 these notes were fully paid | ||
Notes Payable [Line Items] | ||
Total notes payable | $ 2,231 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable, Net (Parenthetical) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Promissory notes dated October 1, 2021, maturing in October 2022. Monthly interest payments due of 4.75%. Secured by mortgaged property with a $6 million book value | |
Notes Payable [Line Items] | |
Notes payable, commencement date | Oct. 01, 2021 |
Debt instrument, frequency of payment | Monthly |
Notes payable, annual interest rate | 4.75% |
Notes payable, maturity month and year | 2022-10 |
Notes payable, maturity description | maturing in October 2022 |
Secured by mortgaged property | $ 6 |
Promissory note acquired in Harvest acquisition dated February 2020, maturing in February 2023. Monthly interest payments due at 5.5% | |
Notes Payable [Line Items] | |
Notes payable commencement, month and year | 2020-02 |
Debt instrument, frequency of payment | Monthly |
Notes payable, annual interest rate | 5.50% |
Notes payable, maturity month and year | 2023-02 |
Notes payable, maturity description | maturing in February 2023 |
Promissory note dated July 2018, maturing in July 2023. Monthly interest payments due at 4% per annum. Secured by certain assets | |
Notes Payable [Line Items] | |
Notes payable commencement, month and year | 2018-07 |
Debt instrument, frequency of payment | Monthly |
Notes payable, annual interest rate | 4% |
Notes payable, maturity month and year | 2023-07 |
Notes payable, maturity description | maturing in July 2023 |
Promissory note of consolidated variable-interest entity dated February 2022, maturing February 2029, for up to $1.5 million. Monthly interest payments due of 8%. | |
Notes Payable [Line Items] | |
Notes payable commencement, month and year | 2022-02 |
Debt instrument, frequency of payment | Monthly |
Notes payable, annual interest rate | 8% |
Notes payable, maturity month and year | 2029-02 |
Notes payable, maturity description | maturing February 2029 |
Consolidated variable-interest entity amount | $ 1.5 |
Promissory note dated October 2019, maturing in October 2024. Monthly interest payments due of 5.5%. Principal balance due at maturity | |
Notes Payable [Line Items] | |
Notes payable commencement, month and year | 2019-10 |
Debt instrument, frequency of payment | Monthly |
Notes payable, annual interest rate | 5.50% |
Notes payable, maturity month and year | 2024-10 |
Notes payable, maturity description | maturing in October 2024 |
Promissory note acquired in Harvest acquisition dated August 2018, maturing in August 2024. Monthly interest payments due of 2%. Secured by certain assets | |
Notes Payable [Line Items] | |
Notes payable commencement, month and year | 2018-08 |
Debt instrument, frequency of payment | Monthly |
Notes payable, annual interest rate | 2% |
Notes payable, maturity month and year | 2024-08 |
Notes payable, maturity description | maturing in August 2024 |
Promissory note acquired in Harvest acquisition dated January 2020, maturing in May 2023. Quarterly interest payments due of 2% | |
Notes Payable [Line Items] | |
Notes payable commencement, month and year | 2020-01 |
Debt instrument, frequency of payment | Quarterly |
Notes payable, annual interest rate | 2% |
Notes payable, maturity month and year | 2023-05 |
Notes payable, maturity description | maturing in May 2023 |
Promissory note acquired in Harvest acquisition dated April 2021, maturing in April 2026. Secured by equipment. Principal due at maturity | |
Notes Payable [Line Items] | |
Notes payable commencement, month and year | 2021-04 |
Notes payable, maturity month and year | 2026-04 |
Notes payable, maturity description | maturing in April 2026 |
Promissory note acquired in Harvest acquisition dated January 2020, maturing in January 2023. Monthly interest payments due at 2% | |
Notes Payable [Line Items] | |
Notes payable commencement, month and year | 2020-01 |
Debt instrument, frequency of payment | Monthly |
Notes payable, annual interest rate | 2% |
Notes payable, maturity month and year | 2023-01 |
Notes payable, maturity description | maturing in January 2023 |
Promissory notes of consolidated variable-interest entities acquired in Harvest Acquisition. Maturing December 2022 and 2029, interest ranging from 5.25% to 8.25%. Secured by real-estate. In the first quarter of 2022 these notes were fully paid | |
Notes Payable [Line Items] | |
Notes payable, maturity description | Maturing December 2022 and 2029 |
Notes payable, maturity month and year range, start | 2022-12 |
Notes payable, maturity month and year range, end | 2029-12 |
Promissory notes of consolidated variable-interest entities acquired in Harvest Acquisition. Maturing December 2022 and 2029, interest ranging from 5.25% to 8.25%. Secured by real-estate. In the first quarter of 2022 these notes were fully paid | Minimum | |
Notes Payable [Line Items] | |
Notes payable, annual interest rate | 5.25% |
Promissory notes of consolidated variable-interest entities acquired in Harvest Acquisition. Maturing December 2022 and 2029, interest ranging from 5.25% to 8.25%. Secured by real-estate. In the first quarter of 2022 these notes were fully paid | Maximum | |
Notes Payable [Line Items] | |
Notes payable, annual interest rate | 8.25% |
Notes Payable - Schedule of Sta
Notes Payable - Schedule of Stated Maturities of Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Remaining 2022 | $ 6,496 | |
2023 | 4,711 | |
2024 | 657 | |
2025 | 14 | |
2026 | 4 | |
Thereafter | 1,080 | |
Total notes payable | $ 12,962 | $ 16,600 |
Private Placement Notes - Addit
Private Placement Notes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 28, 2022 | Oct. 06, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||||
Net proceeds from private placement | $ 217,896 | ||||||
Repaid principal amount | $ 2,486 | ||||||
June Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument term | 5 years | ||||||
Debt instrument face amount | $ 70,000 | ||||||
Debt instrument, interest rate | 9.75% | ||||||
Debt instrument, frequency of payment | payable semi-annually, in equal installments, in arrears, on June 18 and December 18 of each year | ||||||
Warrants to purchase of shares | 1,470,000 | ||||||
Debt instrument exercised period | 3 years | ||||||
Accretion expense | $ 500 | $ 400 | $ 900 | 800 | |||
November Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument term | 5 years | ||||||
Debt instrument face amount | $ 60,000 | ||||||
Debt instrument, interest rate | 9.75% | ||||||
Debt instrument, frequency of payment | payable semi-annually, in equal installments, in arrears, on June 18 and December 18 of each year | ||||||
Warrants to purchase of shares | 1,560,000 | ||||||
Debt instrument exercised period | 3 years | ||||||
Accretion expense | 400 | $ 400 | $ 800 | $ 700 | |||
2026 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 8% | 8% | |||||
Debt instrument, frequency of payment | payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased | ||||||
Gross proceeds from private placement | $ 76,900 | $ 350,000 | |||||
Net proceeds from private placement | $ 75,600 | $ 342,600 | |||||
Debt instrument, maturity date | Oct. 06, 2026 | Oct. 06, 2026 | |||||
Repaid principal amount | 1,900 | ||||||
2026 Notes | General and Administrative Expenses | |||||||
Debt Instrument [Line Items] | |||||||
Accretion expense | 300 | $ 600 | |||||
2026 Notes | General and Administrative Expenses | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Accretion expense | $ 100 | $ 100 |
Private Placement Notes - Summa
Private Placement Notes - Summary of Scheduled Maturities of Principal Portion of Private Placement Notes, Net Outstanding (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Remaining 2022 | $ 0 |
2023 | 0 |
2024 | 130,000 |
2025 | 0 |
2026 | 425,000 |
Total private placement notes | 555,000 |
Less: Unamortized debt discount & issuance costs | (16,023) |
Private placement notes, net | $ 538,977 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Loss on disposal of operating right of use assets | $ (10.5) | |
Other Income (Expense), Net | ||
Lessee, Lease, Description [Line Items] | ||
Sublease income | $ 0.1 | $ 0.3 |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Loss on disposal of operating right of use assets | $ (0.1) | |
Real Estate Assets | Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 5 years | 5 years |
Real Estate Assets | Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 10 years | 10 years |
Other Leased Assets | Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 3 years | 3 years |
Other Leased Assets | Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 5 years | 5 years |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finance lease cost: | ||||
Finance lease cost | $ 4,387 | $ 2,755 | $ 8,482 | $ 5,104 |
Total lease cost | 12,531 | 4,665 | 24,752 | 8,981 |
Cost of Goods Sold, Sales and Marketing, General and Administrative | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | 6,091 | 1,695 | 12,184 | 3,267 |
Finance lease cost: | ||||
Amortization of lease assets | 2,713 | 1,797 | 5,229 | 3,367 |
Variable lease cost | 1,897 | 215 | 3,831 | 610 |
Short term lease expense | 156 | 255 | ||
Interest Expense | ||||
Finance lease cost: | ||||
Interest on lease liabilities | $ 1,674 | $ 958 | $ 3,253 | $ 1,737 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Leases [Abstract] | |||||
Operating cash flows from operating leases | $ 5,706 | $ 1,532 | $ 11,093 | $ 2,956 | |
Operating cash flows from finance leases | 1,665 | 916 | 3,244 | 1,718 | |
Financing cash flows from finance leases | 1,784 | 1,063 | 3,205 | 2,091 | |
Operating leases, lease assets obtained in exchange for new lease liabilities | 2,404 | 8,550 | 11,970 | 14,163 | |
Finance leases, lease assets obtained in exchange for new lease liabilities | $ 12,112 | $ 10,044 | $ 18,413 | $ 15,128 | |
Operating leases, weighted average discount rate | 9.56% | 9.56% | 9.69% | ||
Finance leases, weighted average discount rate | 8.58% | 8.58% | 8.68% | ||
Operating leases, weighted average remaining lease term (in years) | 9 years 8 months 26 days | 9 years 8 months 26 days | 10 years 1 month 2 days | ||
Finance leases, weighted average remaining lease term (in years) | 8 years 1 month 6 days | 8 years 1 month 6 days | 8 years 1 month 28 days |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments under Non-cancellable Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Operating Lease | ||
Remainder of 2022 | $ 11,728 | |
2023 | 22,854 | |
2024 | 22,578 | |
2025 | 22,358 | |
2026 | 21,822 | |
Thereafter | 120,265 | |
Total undiscounted lease liabilities | 221,605 | |
Interest on lease liabilities | (82,321) | |
Total present value of minimum lease payments | 139,284 | |
Operating lease liabilities - current portion | (10,899) | $ (9,840) |
Operating lease liabilities | 128,385 | 122,130 |
Finance Lease | ||
Remainder of 2022 | 7,420 | |
2023 | 17,996 | |
2024 | 14,289 | |
2025 | 13,757 | |
2026 | 12,813 | |
Thereafter | 55,984 | |
Total undiscounted lease liabilities | 122,259 | |
Interest on lease liabilities | (36,103) | |
Total present value of minimum lease payments | 86,156 | |
Finance lease liabilities - current portion | (7,697) | (6,185) |
Finance lease liabilities | $ 78,459 | $ 65,244 |
Construction Finance Liabilit_3
Construction Finance Liabilities - Additional Information (Details) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 USD ($) Option | Oct. 31, 2019 USD ($) Option | Jul. 31, 2019 USD ($) Option | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Hancock | |||||
Construction Finance Liability [Line Items] | |||||
Tenant improvements allowance | $ 12.9 | ||||
Tenant improvements allowance received | $ 11.9 | $ 5.7 | |||
Finance lease liability, initial term | 10 years | ||||
Finance lease liability, extended term | 5 years | ||||
Number of options to extend finance lease | Option | 2 | ||||
Construction finance liability | $ 20.2 | 20.7 | |||
Lessee finance lease, option to extend | options to extend the term the first providing a ten-year renewal option and the second providing a five-year renewal option. | ||||
Massachusetts | |||||
Construction Finance Liability [Line Items] | |||||
Proceeds from sale of property | $ 3.5 | ||||
Tenant improvements allowance received | $ 40 | ||||
Finance lease liability, initial term | 10 years | ||||
Finance lease liability, extended term | 5 years | ||||
Number of options to extend finance lease | Option | 2 | ||||
Percentage of purchase price of property as initial payment for finance lease | 11% | ||||
Percentage increase in finance lease liability payment | 3% | ||||
Construction finance liability | 44.9 | 44.6 | |||
Florida | |||||
Construction Finance Liability [Line Items] | |||||
Proceeds from sale of property | $ 17 | ||||
Finance lease liability, initial term | 10 years | ||||
Finance lease liability, extended term | 5 years | ||||
Number of options to extend finance lease | Option | 2 | ||||
Percentage of purchase price of property as initial payment for finance lease | 11% | ||||
Percentage increase in finance lease liability payment | 3% | ||||
Construction finance liability | 17.6 | 17.4 | |||
Pennsylvania | |||||
Construction Finance Liability [Line Items] | |||||
Proceeds from sale of property | $ 5 | ||||
Tenant improvements allowance | $ 21 | 36.5 | |||
Tenant improvements allowance received | 36.5 | 29.5 | |||
Finance lease liability, initial term | 15 years | ||||
Finance lease liability, extended term | 5 years | ||||
Number of options to extend finance lease | Option | 2 | ||||
Construction finance liability | 41.5 | 34.6 | |||
Percentage at which one twelfth of tenant improvement allowance dispersed for first 5.0 million | 12.75% | ||||
Percentage at which one twelfth of tenant improvement allowance dispersed after 5.0 million to 15.0 million | 13.25% | ||||
Percentage at which one twelfth of tenant improvement allowance dispersed after 15 million to 21 million | 13.50% | ||||
Increase in tenant improvement allowance | $ 15.5 | ||||
Percentage at which one twelfth of tenant improvement allowance dispersed in excess 21.0 million | 10.75% | ||||
Pennsylvania | TI Allowance Dispersed with 12.75% Due | |||||
Construction Finance Liability [Line Items] | |||||
Payments for received tenant reimbursements | $ 5 | ||||
Pennsylvania | Maximum | TI Allowance Dispersed with 13.25% Due | |||||
Construction Finance Liability [Line Items] | |||||
Payments for received tenant reimbursements | 15 | ||||
Pennsylvania | Maximum | TI Allowance Dispersed with 13.50% Due | |||||
Construction Finance Liability [Line Items] | |||||
Payments for received tenant reimbursements | 21 | ||||
Pennsylvania | Minimum | TI Allowance Dispersed with 13.25% Due | |||||
Construction Finance Liability [Line Items] | |||||
Payments for received tenant reimbursements | 5 | ||||
Pennsylvania | Minimum | TI Allowance Dispersed with 13.50% Due | |||||
Construction Finance Liability [Line Items] | |||||
Payments for received tenant reimbursements | $ 15 | ||||
Alachua | |||||
Construction Finance Liability [Line Items] | |||||
Tenant improvements allowance | $ 17.9 | ||||
Tenant improvements allowance received | (17.9) | $ (15.3) | |||
Finance lease liability, initial term | 20 years | ||||
Finance lease liability, extended term | 5 years | ||||
Number of options to extend finance lease | Option | 2 | ||||
Construction finance liability | $ 59 | $ 58.9 |
Construction Finance Liabilit_4
Construction Finance Liabilities - Schedule of Future minimum Lease Payments for Construction Finance Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Construction Finance Liability [Abstract] | ||
Remaining 2022 | $ 11,595 | |
2023 | 23,406 | |
2024 | 23,736 | |
2025 | 24,175 | |
2026 | 24,593 | |
Thereafter | 428,072 | |
Total future payments | 535,577 | |
Less: Interest | (352,377) | |
Total present value of minimum payments | 183,200 | |
Construction finance liabilities - current portion | (1,087) | $ (991) |
Construction finance liabilities | $ 182,113 | $ 175,198 |
Share Capital - Additional Info
Share Capital - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Oct. 31, 2021 Vote $ / shares shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 shares | |
Class Of Stock [Line Items] | ||||
Common stock, shares authorized, unlimited | Unlimited | Unlimited | ||
Fair value, assets, level 1 to level 2 transfers, amount | $ | $ 0 | $ 0 | ||
Fair value, assets, level 2 to level 1 transfers, amount | $ | 0 | 0 | ||
Fair value, liabilities, level 1 to level 2 transfers, amount | $ | 0 | 0 | ||
Fair value, liabilities, level 2 to level 1 transfers, amount | $ | 0 | 0 | ||
Fair value, equity, level 1 to level 2 transfers, amount | $ | 0 | 0 | ||
Fair value, equity, level 2 to level 1 transfers, amount | $ | 0 | 0 | ||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset, transfers | $ | $ 0 | $ 0 | ||
Warrants outstanding | shares | 0 | 0 | 0 | |
Subordinate Voting Shares | ||||
Class Of Stock [Line Items] | ||||
Voting rights | At each such meeting holders of Subordinate Voting Shares shall be entitled to one vote in respect of each Subordinate Voting Share held. | |||
Number of votes entitled by each share of common stockholder | Vote | 1 | |||
Dividend declared | $ / shares | $ 0 | |||
Dividend paid | $ / shares | $ 0 | |||
Common stock, shares authorized, unlimited | Unlimited | Unlimited | ||
Number of votes entitled by each acquired warrant exercisable | Vote | 1 | |||
Multiple Voting Shares | ||||
Class Of Stock [Line Items] | ||||
Voting rights | At each such meeting, holders of Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (initially, 100 votes per Multiple Voting Share). The initial “Conversation Ratio” for Multiple Voting Shares is 100 Subordinate Voting Shares for each Multiple Voting Share | |||
Number of votes entitled by each share of common stockholder | Vote | 1 | |||
Dividend declared | $ / shares | $ 0 | |||
Dividend paid | $ / shares | $ 0 | |||
Common stock, shares authorized, unlimited | Unlimited | Unlimited | ||
Common stock, conversion basis | 100 Subordinate Voting Shares for each Multiple Voting Share | |||
Common stock, conversion ratio | 10,000 | |||
Number of votes entitled by each acquired warrant exercisable | Vote | 1 | |||
Super Voting Shares | ||||
Class Of Stock [Line Items] | ||||
Voting rights | At each such meeting, holders of Super Voting Shares are be entitled to two votes in respect of each Subordinate Voting Share into which such Super Voting Share could ultimately then be converted (initially, 200 votes per Super Voting Share). | |||
Number of votes entitled by each share of common stockholder | Vote | 200 | |||
Common stock, shares authorized, unlimited | Unlimited | Unlimited | ||
Common stock, conversion basis | one Multiple Voting Share for each Super Voting Share | |||
Common stock, conversion ratio | 20,000 | |||
Liability Warrants | Harvest Liability Warrants | ||||
Class Of Stock [Line Items] | ||||
Number of warrants acquired | shares | 1,679 | |||
Equity Warrants | ||||
Class Of Stock [Line Items] | ||||
Number of warrants expired | shares | 409,811 | |||
Warrants weighted average exercise price | $ / shares | $ 145.24 | |||
Warrants expiration starting month and year | 2022-06 | |||
Warrants expiration ending month and year | 2025-12 | |||
Warrants outstanding | shares | 599,605 | 599,605 | 1,009,419 | |
Equity Warrants | Minimum | ||||
Class Of Stock [Line Items] | ||||
Warrants exercise price | $ / shares | $ 23.76 | |||
Equity Warrants | Maximum | ||||
Class Of Stock [Line Items] | ||||
Warrants exercise price | $ / shares | $ 145.24 | |||
Public Warrants | ||||
Class Of Stock [Line Items] | ||||
Warrants outstanding | shares | 0 | 0 | 2,460,367 |
Share Capital - Schedule of Num
Share Capital - Schedule of Number and Weighted-average Exercise Prices and Remaining Contractual Life of Warrants (Details) - Liability Warrants - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Number of warrants, Outstanding, Beginning Balance | 1,679 | |
Number of warrants, Outstanding, Ending Balance | 1,679 | 1,679 |
Weighted average exercise price, Beginning Balance | $ 1,125 | |
Weighted average exercise price, Ending Balance | $ 1,125 | $ 1,125 |
Weighted Average Remaining Contractual Life (Yrs), Outstanding and exercisable | 9 months 21 days | 1 year 3 months 21 days |
Share Capital - Summary of Sign
Share Capital - Summary of Significant Assumptions Determining Fair Value of Warrant Liability (Details) - Level 2 | Jun. 30, 2022 $ / shares $ / shares | Dec. 31, 2021 $ / shares $ / shares |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 14.80 | 32.91 |
Exercise Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 11.25 | 11.25 |
Exchange Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.776 | 0.789 |
Remaining Life | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants Remaining life | 9 months 21 days | 1 year 3 months 21 days |
Annualized Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 54.96 | 49.57 |
Discount Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 2.80 | 0.56 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Feb. 24, 2022 | Jan. 04, 2022 | Oct. 26, 2021 | Oct. 01, 2021 shares | Sep. 29, 2021 | Sep. 15, 2021 USD ($) Officers shares | Jan. 04, 2021 | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2018 shares | Dec. 31, 2021 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation | $ 2.6 | $ 0.8 | $ 4.7 | $ 1.5 | ||||||||||
Share based compensation unvested options, unrecognized compensation cost | $ 9.7 | $ 9.7 | ||||||||||||
Share based compensation unvested options, unrecognized compensation expense weighted average recognition period | 10 months 2 days | |||||||||||||
Number of warrants issued | shares | 8,784,872 | |||||||||||||
Class of warrant or right, vesting | shares | 0 | |||||||||||||
Class of warrant or right, exercisable term | 3 years | |||||||||||||
Class of warrant or right may not be exercised term | 18 months | |||||||||||||
Warrant or right, for issuance, description | (i) the warrants may not be exercised for 18 months following the Issue Date; (ii) 50% of the warrants may be exercised between months 19-24 following the Issue Date; and (iii) the remaining 50% of the warrants may be exercised at any time thereafter until expiration. | |||||||||||||
Warrants outstanding | shares | 0 | 0 | 0 | |||||||||||
Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation arrangement awarded premium | $ 3.1 | |||||||||||||
Number of officers | Officers | 2 | |||||||||||||
Number of officers awarded premium | Officers | 2 | |||||||||||||
Number of officers allocated to incentivize cancellation and replacement | Officers | 2 | |||||||||||||
Share-based compensation | $ 3.1 | 0 | $ 5.5 | 0 | ||||||||||
Share based compensation unvested options, unrecognized compensation cost | 17.7 | $ 17.7 | ||||||||||||
Share based compensation unvested options, unrecognized compensation expense weighted average recognition period | 1 year 3 months 7 days | |||||||||||||
Minimum | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 2 years | |||||||||||||
Maximum | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 3 years | |||||||||||||
Cost of Goods Sold | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation | $ 0.1 | 0.1 | ||||||||||||
Cost of Goods Sold | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation | 0.3 | 0.5 | ||||||||||||
General and Administrative Expenses | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation | 2.2 | 0.6 | 3.9 | 1.1 | ||||||||||
General and Administrative Expenses | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation | 2.6 | 4.5 | ||||||||||||
Sales and Marketing | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation | 0.4 | $ 0.2 | 0.7 | $ 0.3 | ||||||||||
Sales and Marketing | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation | $ 0.3 | $ 0.6 | ||||||||||||
Harvest Health & Recreation, Inc | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Equity interests acquired, number of shares | shares | 18,297 | |||||||||||||
Harvest Health & Recreation, Inc | Stock Options | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Equity interests acquired, number of shares | shares | 1,266,641 | |||||||||||||
Harvest Health & Recreation, Inc | Minimum | Stock Options | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 1 year | |||||||||||||
Harvest Health & Recreation, Inc | Maximum | Stock Options | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 3 years | |||||||||||||
Warrants | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of shares/warrants, Cancelled | shares | 3,572,514 | |||||||||||||
Warrants | Harvest Health & Recreation, Inc | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Equity interests acquired, number of shares | shares | 1,011,095 | |||||||||||||
Directors and Officers | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 2 years | 2 years | 2 years | |||||||||||
2021 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common Stock, reserved for future issuance | shares | 4,000,000 | 4,000,000 | ||||||||||||
2021 Plan | Directors and Officers | Minimum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 2 years | 2 years | ||||||||||||
2021 Plan | Directors and Officers | Maximum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 3 years | 3 years | ||||||||||||
2021 Plan | Officers and Other Select Employees | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 3 years | |||||||||||||
2021 Plan | Officers and Other Select Employees | Minimum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 2 years | |||||||||||||
2021 Plan | Officers and Other Select Employees | Minimum | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 2 years | |||||||||||||
2021 Plan | Officers and Other Select Employees | Maximum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 3 years | |||||||||||||
2021 Plan | Officers and Other Select Employees | Maximum | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 3 years | |||||||||||||
Stock Option Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation, number of further awards granted | shares | 0 | 0 | ||||||||||||
Stock Option Plan | Directors and Officers | Minimum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 2 years | |||||||||||||
Stock Option Plan | Directors and Officers | Maximum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 3 years |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Fair Value of Options Granted with Assumptions (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value at grant date | $ 11.20 | |
Stock price at grant date | 33.42 | |
Exercise price at grant date | $ 33.42 | |
Expected life in years | 3 years | |
Expected volatility | 49.88% | |
Expected annual rate of dividends | 0% | 0% |
Risk free annual interest rate | 0.16% | |
Expected volatility rate, minimum | 51.81% | |
Expected volatility rate, maximum | 52.87% | |
Risk free annual interest rate, minimum | 1.20% | |
Risk free annual interest rate, maximum | 1.79% | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value at grant date | $ 8.39 | |
Stock price at grant date | 21.48 | |
Exercise price at grant date | $ 21.48 | |
Expected life in years | 3 years 6 months | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value at grant date | $ 11.01 | |
Stock price at grant date | 25.41 | |
Exercise price at grant date | $ 25.41 | |
Expected life in years | 4 years 5 months 15 days |
Share Based Compensation - Sc_2
Share Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Number of Options Outstanding, Beginning balance | 2,973,895 | 1,129,779 | 1,129,779 | |
Number of options, Granted | 864,051 | 326,867 | ||
Number of options, Exercised | (92,811) | |||
Number of options, Forfeited | (279,496) | |||
Number of Options Outstanding, Ending balance | 3,465,639 | 1,456,646 | 2,973,895 | 1,129,779 |
Number of options, Exercisable | 1,769,965 | 554,459 | ||
Weighted average exercise price Outstanding, beginning balance | $ 27.61 | $ 11.72 | $ 11.72 | |
Weighted average exercise price, Granted | 21.56 | 33.42 | ||
Weighted average exercise price, Exercised | 11.25 | |||
Weighted average exercise price, Forfeited | 35.12 | |||
Weighted average exercise price Outstanding, Ending balance | 25.93 | 16.59 | $ 27.61 | $ 11.72 |
Weighted average exercise price, Exercisable, September 30, 2021 | $ 25.39 | $ 11.70 | ||
Weighted Average Remaining Contractual Life (Yrs) Outstanding | 6 years 14 days | 3 years 9 months 18 days | 6 years 3 months 3 days | 4 years 3 days |
Weighted Average Remaining Contractual Life (Yrs), Exercisable, September 30, 2021 | 4 years 7 months 2 days | 3 years 7 months 2 days | ||
Aggregate intrinsic value Outstanding | $ 20,910 | $ 19,900 | ||
Aggregate intrinsic value Exercisable | $ 25,800 |
Share Based Compensation - Sc_3
Share Based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of warrants, Outstanding, Beginning Balance | shares | 332,428 |
Number of shares/warrants, Granted | shares | 821,800 |
Number of shares/warrants, Vested | shares | (30,549) |
Number of shares/warrants, Forfeited | shares | (87,917) |
Number of warrants, Outstanding, Ending Balance | shares | 1,035,762 |
Weighted average exercise price, Beginning Balance | $ / shares | $ 26.86 |
Weighted average exercise price, Granted | $ / shares | 21.51 |
Weighted average price, Vested | $ / shares | 27.92 |
Weighted average price, Forfeited | $ / shares | 24.54 |
Weighted average exercise price, Ending Balance | $ / shares | $ 22.94 |
Share Based Compensation - Summ
Share Based Compensation - Summary of Warrants Issued and Outstanding To Certain Employees and Director (Details) - Warrants - Certain Employees and Directors - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of warrants, Outstanding, Beginning Balance | 6,061,561 | |
Number of shares/warrants, Exercised | 795,022 | |
Number of shares/warrants, Forfeited | 116,333 | |
Number of warrants, Outstanding, Ending Balance | 5,150,206 | 6,061,561 |
Weighted average exercise price, Beginning Balance | $ 6 | |
Weighted average price, Exercised | 6 | |
Weighted average exercise price, Ending Balance | $ 6 | $ 6 |
Weighted Average Remaining Contractual Life (Yrs), Outstanding | 2 months 26 days | 8 months 19 days |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Reconciliation For Calculation Of Basic And Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||
Net (loss) income | $ (24,021) | $ (32,482) | $ 40,880 | $ 30,078 | $ (56,503) | $ 70,958 |
Less: Net loss and comprehensive loss attributed to non-controlling interest | (1,530) | (2,037) | ||||
Net (loss) income and comprehensive (loss) income attributed to common shareholders | $ (22,491) | $ 40,880 | $ (54,466) | $ 70,958 | ||
Weighted average number of common shares outstanding | 187,174,176 | 125,631,725 | 187,124,886 | 120,351,366 | ||
Dilutive effect of securities | 7,370,506 | 7,533,547 | ||||
Diluted weighted average number of common shares outstanding | 187,174,176 | 133,002,231 | 187,124,886 | 127,884,913 | ||
Basic (loss) earnings per share | $ (0.12) | $ 0.33 | $ (0.29) | $ 0.59 | ||
Diluted (loss) earnings per share | $ (0.12) | $ 0.31 | $ (0.29) | $ 0.55 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares issued | 185,638,197 | 185,638,197 | 180,504,172 |
Shares outstanding | 185,638,197 | 185,638,197 | 180,504,172 |
Not contractually issuable until 2024 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Fully vested RSUs | 2,900,000 | ||
Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 5,268,901 | 6,600,990 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense and Effective Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income before provision for income taxes | $ 20,748 | $ 69,982 | $ 30,582 | $ 134,608 |
Provision for income taxes | $ 44,769 | $ 29,102 | $ 87,085 | $ 63,650 |
Effective tax rate | 216% | 42% | 285% | 47% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 44.9 | $ 44.9 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) $ in Millions | Mar. 31, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Minority ownership interest received cash | $ 1.6 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Assets and Liabilities of Company's VIEs (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Accounts receivable, net | $ 11,856 | $ 8,854 |
Inventories, net | 270,206 | 212,188 |
Prepaid and other current assets | 65,877 | 68,189 |
Total current assets | 530,004 | 524,420 |
Property and equipment, net | 829,547 | 779,916 |
Intangible assets, net | 1,079,283 | 1,117,982 |
Other assets | 22,245 | 18,312 |
TOTAL ASSETS | 3,464,266 | 3,410,872 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 83,858 | 94,073 |
Notes payable - current portion | 9,502 | 10,052 |
Income tax payable | 23,888 | 27,610 |
Total current liabilities | 165,372 | 168,936 |
Notes payable | 3,435 | 6,456 |
Deferred tax liabilities | 237,641 | 251,311 |
Other long-term liabilities | 9,159 | 8,400 |
TOTAL LIABILITIES | 1,344,174 | 1,263,499 |
Variable Interest Entity, Primary Beneficiary | ||
Current assets: | ||
Cash | 2,692 | 1,241 |
Accounts receivable, net | 424 | 905 |
Inventories, net | 4,134 | 2,451 |
Prepaid and other current assets | 68 | 313 |
Total current assets | 7,318 | 4,910 |
Property and equipment, net | 6,644 | 8,335 |
Intangible assets, net | 16,828 | 17,735 |
Other assets | 57 | 544 |
TOTAL ASSETS | 30,847 | 31,524 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,386 | 828 |
Notes payable - current portion | 1,170 | |
Income tax payable | 1,782 | 522 |
Total current liabilities | 3,168 | 2,520 |
Notes payable | 1,080 | 1,061 |
Deferred tax liabilities | 4,245 | 4,479 |
Other long-term liabilities | 619 | |
TOTAL LIABILITIES | $ 9,112 | $ 8,060 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Notes payable due to related parties | $ 0 | $ 0 | $ 0 | ||
Property and equipment purchases | $ 76,400,000 | ||||
Expenses recognized for related party leases | $ 100,000 | $ 0.1 | $ 100,000 | 0.1 | |
Interest expense on related party notes | $ 400,000 | $ 700,000 | |||
Accounts Payable | |||||
Related Party Transaction [Line Items] | |||||
Property and equipment purchases | $ 11,400,000 |
Related Parties - Right of Use
Related Parties - Right of Use Assets and Lease Liabilities under ASC 842 (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finance | ||
Right-of-use asset, net | $ 79,459 | $ 66,764 |
Lease liabilities - current portion | 7,697 | 6,185 |
Finance lease liabilities | 78,459 | 65,244 |
Total present value of minimum lease payments | 86,156 | |
Operating | ||
Right-of-use asset, net | 121,705 | 125,973 |
Lease liabilities - current portion | 10,899 | 9,840 |
Operating lease liabilities | 128,385 | 122,130 |
Total present value of minimum lease payments | 139,284 | |
Various Related Parties | ||
Finance | ||
Right-of-use asset, net | 2,009 | |
Lease liabilities - current portion | 215 | |
Finance lease liabilities | 2,127 | |
Total present value of minimum lease payments | 2,342 | |
Operating | ||
Right-of-use asset, net | 874 | 2,082 |
Lease liabilities - current portion | 106 | 418 |
Operating lease liabilities | 809 | 1,862 |
Total present value of minimum lease payments | $ 915 | $ 2,280 |
Revenue Disaggregation - Schedu
Revenue Disaggregation - Schedule of Net Revenues Comprised (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | $ 320,283 | $ 215,122 | $ 638,631 | $ 408,945 |
Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | 298,561 | 202,585 | 589,174 | 383,849 |
Wholesale, Licensing and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | $ 21,722 | $ 12,537 | $ 49,457 | $ 25,096 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Contingent liabilities | $ 0.1 | $ 1.9 |
Contingent Liabilities | ||
Loss Contingencies [Line Items] | ||
Estimates related to various sales tax | 1.6 | 2.3 |
Pending Litigation | Contingent Liabilities | ||
Loss Contingencies [Line Items] | ||
Contingent liabilities | 13.1 | $ 8.8 |
CP4 Group LLC ("Watkins") | ||
Loss Contingencies [Line Items] | ||
Potential earnouts liability | $ 7.3 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||
Assets held for sale | $ 9.7 | $ 8.7 |
Wholesale Operations | Nevada | ||
Subsequent Event [Line Items] | ||
Assets held for sale | 54.6 | |
Revenue | $ 1.8 |