Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 03, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
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 | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
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 | 298-8866 | |
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 | 159,761,126 | |
Multiple Voting Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 26,226,386 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 152,369 | $ 207,185 |
Restricted cash | 7,575 | 6,607 |
Accounts receivable, net | 7,013 | 6,507 |
Inventories, net | 252,785 | 276,505 |
Prepaid expenses and other current assets | 42,867 | 62,278 |
Notes receivable - current portion | 754 | 728 |
Assets associated with discontinued operations | 11,474 | 33,701 |
Total current assets | 474,837 | 593,511 |
Property and equipment, net | 708,655 | 743,260 |
Right of use assets - operating, net | 98,654 | 99,610 |
Right of use assets - finance, net | 62,876 | 70,495 |
Intangible assets, net | 951,460 | 984,797 |
Goodwill | 483,905 | 791,495 |
Notes receivable, net | 11,855 | 11,992 |
Other assets | 14,427 | 12,768 |
Long term assets associated with discontinued operations | 2,013 | 92,445 |
TOTAL ASSETS | 2,808,682 | 3,400,373 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 75,457 | 82,090 |
Income tax payable | 0 | 49,790 |
Deferred revenue | 5,784 | 9,393 |
Notes payable - current portion | 9,076 | 12,453 |
Private placement notes - current portion, net | 125,861 | 0 |
Operating lease liabilities - current portion | 9,668 | 10,344 |
Finance lease liabilities - current portion | 7,595 | 8,271 |
Construction finance liabilities - current portion | 1,324 | 1,189 |
Contingencies | 2,411 | 34,666 |
Liabilities associated with discontinued operations | 3,411 | 2,274 |
Total current liabilities | 240,587 | 210,470 |
Long-term liabilities: | ||
Notes payable, net | 92,958 | 94,247 |
Private placement notes, net | 418,605 | 541,664 |
Warrant liabilities | 0 | 252 |
Operating lease liabilities | 100,731 | 100,531 |
Finance lease liabilities | 64,616 | 69,948 |
Construction finance liabilities | 136,939 | 137,144 |
Deferred tax liabilities | 211,901 | 224,696 |
Other long-term liabilities | 37,424 | 26,027 |
Long term liabilities associated with discontinued operations | 42,908 | 67,690 |
TOTAL LIABILITIES | 1,346,669 | 1,472,669 |
Commitments and contingencies (see Note 20) | ||
SHAREHOLDERS' EQUITY | ||
Additional paid-in-capital | 2,047,879 | 2,045,003 |
Accumulated deficit | (581,816) | (113,843) |
Non-controlling interest | (4,050) | (3,456) |
TOTAL SHAREHOLDERS' EQUITY | 1,462,013 | 1,927,704 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 2,808,682 | $ 3,400,373 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | ||
Common stock, no par value | ||
Common stock, shares authorized, unlimited [Fixed List] | Unlimited | Unlimited |
Common stock, shares issued | 185,987,512 | 185,987,512 |
Common stock, shares outstanding | 185,987,512 | 185,987,512 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 281,795 | $ 313,839 | $ 567,009 | $ 624,400 |
Cost of goods sold | 140,188 | 130,466 | 275,240 | 261,172 |
Gross profit | 141,607 | 183,373 | 291,769 | 363,228 |
Expenses: | ||||
Sales and marketing | 61,075 | 73,902 | 121,808 | 145,352 |
General and administrative | 34,902 | 33,575 | 74,212 | 66,989 |
Depreciation and amortization | 26,052 | 29,367 | 55,666 | 57,151 |
Impairments and disposals of long-lived assets, net | 3,310 | 5,055 | 6,689 | 21,516 |
Impairment of goodwill | 307,590 | 0 | 307,590 | 0 |
Total expenses | 432,929 | 141,899 | 565,965 | 291,008 |
(Loss) income from operations | (291,322) | 41,474 | (274,196) | 72,220 |
Other (expense) income: | ||||
Interest expense | (18,931) | (18,144) | (40,091) | (34,497) |
Change in fair value of derivative liabilities - warrants | 0 | 1,442 | 252 | 2,262 |
Other income, net | 1,976 | 1,683 | 6,893 | 2,568 |
Total other expense, net | (16,955) | (15,019) | (32,946) | (29,667) |
(Loss) income before provision for income taxes | (308,277) | 26,455 | (307,142) | 42,553 |
Provision for income taxes | 34,027 | 45,242 | 69,484 | 88,384 |
Net loss from continuing operations | (342,304) | (18,787) | (376,626) | (45,831) |
Net loss from discontinued operations, net of tax (provision) benefit of $(946), $473, $(439), and $1,299, respectively | (64,568) | (5,234) | (95,877) | (10,672) |
Net loss | (406,872) | (24,021) | (472,503) | (56,503) |
Less: Net loss attributable to non-controlling interest from continuing operations | (2,353) | (1,530) | (3,337) | (2,037) |
Less: Net loss attributable to non-controlling interest from discontinued operations | (670) | 0 | (1,193) | 0 |
Net loss attributable to common shareholders | $ (403,849) | $ (22,491) | $ (467,973) | $ (54,466) |
Net loss per share - Continuing operations: | ||||
Basic | $ (1.8) | $ (0.09) | $ (1.98) | $ (0.23) |
Diluted | (1.8) | (0.09) | (1.98) | (0.23) |
Net loss per share - Discontinued operations: | ||||
Basic | (0.34) | (0.03) | (0.5) | (0.06) |
Diluted | $ (0.34) | $ (0.03) | $ (0.5) | $ (0.06) |
Weighted average number of common shares used in computing net loss per share: | ||||
Basic | 189,054,359 | 187,174,176 | 188,976,834 | 187,124,886 |
Diluted | 189,054,359 | 187,174,176 | 188,976,834 | 187,124,886 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net (income) loss from discontinued operations, net of tax (provision) | $ (946) | $ 473 | $ (439) | $ 1,299 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Multiple Voting Shares | Subordinate Voting Shares | Subordinate Voting Shares PurePenn, Pioneer, Solevo | Common Shares | Common Shares PurePenn, Pioneer, Solevo | Additional Paid-in-Capital | Accumulated (Deficit) Earnings | Non-Controlling Interest |
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 | (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 | ||||||
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 | (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 | ||||||
Beginning Balance at Dec. 31, 2022 | 1,927,704 | 2,045,003 | (113,843) | (3,456) | |||||
Beginning Balance (in shares) at Dec. 31, 2022 | 26,226,386 | 159,761,126 | 185,987,512 | ||||||
Share-based compensation | 2,401 | 2,401 | |||||||
Distribution | (50) | (50) | |||||||
Value of shares earned for purchase of variable interest entity | 1,643 | 1,643 | |||||||
Net loss | (65,631) | (64,124) | (1,507) | ||||||
Ending Balance at Mar. 31, 2023 | 1,866,067 | 2,049,047 | (177,967) | (5,013) | |||||
Ending Balance (in shares) at Mar. 31, 2023 | 26,226,386 | 159,761,126 | 185,987,512 | ||||||
Share-based compensation | 475 | 475 | |||||||
Termination of purchase of variable interest entity | (1,643) | (1,643) | |||||||
Deconsolidation and divestment of variable interest entities | 3,986 | 3,986 | |||||||
Net loss | (406,872) | (403,849) | (3,023) | ||||||
Ending Balance at Jun. 30, 2023 | $ 1,462,013 | $ 2,047,879 | $ (581,816) | $ (4,050) | |||||
Ending Balance (in shares) at Jun. 30, 2023 | 26,226,386 | 159,761,126 | 185,987,512 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flow from operating activities | ||
Net loss | $ (472,503) | $ (56,503) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 56,610 | 60,194 |
Depreciation included in cost of goods sold | 30,945 | 24,501 |
Non-cash interest expense, net | 2,794 | 2,353 |
Impairment and disposal of long-lived assets, net | 6,689 | 21,516 |
Impairment of goodwill | 307,590 | 0 |
Amortization of operating lease right of use assets | 5,260 | 5,742 |
Accretion of construction finance liabilities | 792 | 595 |
Share-based compensation | 2,876 | 10,267 |
Change in fair value of derivative liabilities - warrants | (252) | (2,262) |
Non-cash change in contingencies | (7,188) | 10,384 |
Allowance for credit losses | 350 | 1,088 |
Deferred income tax expense | (12,236) | (13,669) |
Loss from disposal of discontinued operations | 69,275 | |
Changes in operating assets and liabilities: | ||
Inventories | 40,333 | (55,736) |
Accounts receivable | (664) | (4,090) |
Prepaid expenses and other current assets | 4,957 | 2,362 |
Other assets | 1,704 | (4,422) |
Accounts payable and accrued liabilities | (4,338) | (2,930) |
Income tax payable | (49,728) | (3,674) |
Other current liabilities | (8,066) | (1,331) |
Operating lease liabilities | (4,876) | (4,543) |
Deferred revenue | (3,782) | (797) |
Other long-term liabilities | 10,396 | 671 |
Net cash provided by operating activities | (23,062) | (10,284) |
Cash flow from investing activities | ||
Purchases of property and equipment | (24,720) | (92,865) |
Purchases of property and equipment related to construction finance liabilities | (13,247) | |
Capitalized interest | (795) | (2,676) |
Acquisitions and divestments, net of cash | 977 | (26,177) |
Purchases of internal use software | (4,383) | (4,887) |
Cash paid for license | (3,971) | |
Proceeds from sale of long-lived assets | 3,785 | 100 |
Proceeds from sale of held for sale assets | 3,431 | 2,173 |
Proceeds received from notes receivable | 358 | 1,187 |
Net cash used in investing activities | (25,318) | (136,392) |
Cash flow from financing activities | ||
Proceeds from debt financings, net of discounts | 76,715 | |
Proceeds from construction finance liabilities | 7,047 | |
Proceeds from equity exercises | 19,346 | |
Payments on notes payable | (4,828) | (2,486) |
Payments on private placement notes | (1,874) | |
Payments on finance lease obligations | (3,895) | (3,205) |
Payments on construction finance liabilities | (562) | (636) |
Payments on debt issuance costs | (189) | |
Payments for taxes related to net share settlement of equity awards | (230) | |
Distributions | (50) | (50) |
Net cash (used in) provided by financing activities | (9,335) | 94,438 |
Net decrease in cash and cash equivalents | (57,715) | (52,238) |
Cash, cash equivalents, and restricted cash, beginning of period | 213,792 | 229,644 |
Cash and cash equivalents of discontinued operations, beginning of period | 5,702 | 4,015 |
Less: cash and cash equivalents of discontinued operations, end of period | (1,835) | (14,881) |
Cash, cash equivalents, and restricted cash, end of period | 159,944 | 166,540 |
Supplemental disclosure of cash flow information | ||
Interest | 41,121 | 35,281 |
Income taxes, net of refunds | 121,009 | 104,261 |
Other noncash investing and financing activities | ||
ASC 842 lease additions - operating and finance leases | 10,410 | 30,383 |
Purchases of property and equipment in accounts payable and accrued liabilities | 2,682 | 10,084 |
Noncash partial extinguishment of construction finance liability | 18,486 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 207,185 | 226,631 |
Restricted cash, beginning balance | 6,607 | 3,013 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 152,369 | $ 166,540 |
Restricted cash, ending balance | $ 7,575 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Net Cash Provided by (Used in) Discontinued Operations and Continuing Operations [Abstract] | ||||
Cash and cash equivalents, attributable to discontinued operations | $ 1.8 | $ 5.7 | $ 14.9 | $ 4 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of Trulieve Cannabis Corp., ("Trulieve" and, together with its subsidiaries and variable interest entities, the "Company," "our," or "us") has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all financial information and footnotes required by GAAP for complete financial statements. 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, 2023, and the results of its operations and cash flows for the periods ended June 30, 2023 and 2022. The results of the Company's operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full 2023 fiscal year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for Trulieve Cannabis Corp. and the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission ("SEC") on March 8, 2023 (the "2022 Form 10-K"). Discontinued Operations During the three months ended June 30, 2023, the Company determined to exit our operations in Massachusetts which represented a strategic shift in the business. The related assets and liabilities associated with the Company's discontinued operations are classified as discontinued operations on the condensed consolidated balance sheets and the results of our discontinued operations have been presented as discontinued operations within the condensed consolidated statements of operations for all periods presented. Unless specifically noted otherwise, footnote disclosures reflect the results of continuing operations only. The results of discontinued operations are presented in Note 16. Discontinued Operations . Reclassifications Certain reclassifications have been made to the condensed consolidated financial statements of prior periods and of the accompanying notes to conform to the current period presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. 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, 2022. There have been no material changes to the Company’s significant accounting policies. Prepaid and other current assets During the three months ended June 30, 2023, escrow of $ 22.5 million was released related to the settlement of previous litigation which was previously recorded to prepaid and other current assets, of which $ 17.0 million was paid in cash and $ 5.5 million was relieved. Fair Value of Finan cial Instruments The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices in active markets, which are observable for the asset or liability, either directly or indirectly; and Level 3 – Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. The fair values of financial instruments by class are as follows as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Financial Assets: Money market funds (1) $ 95,545 $ — $ — $ 95,545 $ 340 $ — $ — $ 340 Financial Liabilities: Interest rate swap (2) $ — $ 1,544 $ — $ 1,544 $ — $ 2,536 $ — $ 2,536 Warrant liabilities (3) $ — $ — $ — $ — $ — $ 252 $ — $ 252 There have been no transfers between hierarchy levels during the periods ending June 30, 2023 or December 31, 2022. (1) Money market funds are included within cash and cash equivalents and restricted cash in the Company’s condensed consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximate fair value. The Company recorded interest income of $ 1.1 million and $ 1.8 million during the three and six months ended June 30, 2023 in relation to money market funds. (2) The fair value of the interest rate swap liability is recorded in other long-term liabilities on the condensed consolidated balance sheets. In November 2022 the Company entered into an interest rate swap contract ("VNB Swap") for the purpose of hedging the variability of interest expense and interest payments on the Company's long-term variable debt. The VNB Swap is carried at fair value which is based on a valuation model that utilizes interest rate yield curves and credit spreads observable in active markets as the significant inputs to the model. The Company considers credit risk associated with its own standing as well as the credit standing of any counterparties involved in the valuation of its financial instruments. (3) The total fair value and carrying value of the Company's liability warrants is recorded to warrant liabilities on the condensed consolidated balance sheets . All remaining liability warrants expired during the three months ended June 30, 2023. Deferred Revenue During the three months ended March 31, 2023, the Company terminated the loyalty program associated with dispensaries acquired with the acquisition of Harvest Health & Recreation, Inc. ("Harvest") in October 2021. As a result of the termination of the loyalty program at certain dispensaries, the Company recorded a reduction in the accrual of $ 4.7 million in revenue, net of discounts in the condensed consolidated statements of operations. As of June 30, 2023 and December 31, 2022, the loyalty liability totaled $ 5.1 million and $ 8.9 million , respectively, and is included in deferred revenue on the condensed consolidated balance sheets. Included within deferred revenue as of June 30, 2023 and December 31, 2022 are customer credit balances of $ 0.7 million and $ 0.5 million , respectively. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, definite life intangible assets, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. During the three months ended March 31, 2023, the Company determined that certain long-lived assets, including intangible assets, in Massachusetts were impaired due to the competitive environment in the Massachusetts cannabis industry. The Company utilized a cost approach for its impairment testing of property and equipment resulting in an impairment of $ 30.3 million, of which $ 27.6 million relates to discontinued operations and recorded to net loss from discontinued operations, net of tax benefit, and $ 2.7 million relates to continuing operations recorded in impairment and disposal of long-lived assets, net in the condensed consolidated statements of operations, respectively. During the three months ended June 30, 2023, the Company did not identify any events or changes in circumstances providing indication of impairment, other than the Company discontinuing its operations in Massachusetts in the normal course of business. Impairment of Goodwill The Company operates as one operating segment and reporting unit and therefore, evaluates goodwill for impairment as one singular reporting unit annually during the fourth quarter or more often when an event occurs, or circumstances indicate the carrying value may not be recoverable. The determination of the fair value of the reporting unit requires us to make significant estimates and assumptions. Due to the inherent uncertainty involved in making these estimates, actual future results could differ. Changes in assumptions regarding future results or other underlying assumptions could have a significant impact on the fair value of the reporting unit. The discounted cash flow model, or the income approach, reflects our estimates of future cash flows and other factors including estimates of future operating performance, including future revenue, long-term growth rates, gross margins, capital expenditures, discount rates and the probability of achieving the estimated cash flows, among others. In addition to the income approach, the Company also employs the market approach in its goodwill impairment testing. Under the market approach, the Company estimates the fair value based upon multiples of comparable public companies. Significant estimates in the market approach include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, as well as assessing comparable market multiples in estimating the fair value of the reporting unit. During the three months ending March 31, 2023, the Company continued to experience a decline in its stock price resulting in the total market value of its common stock outstanding ("market capitalization") being less than the carrying value of the reporting unit. Management believes this decline in market value is due to a variety of factors, as further described below. In light of the circumstances and indicators of potential impairment described above, management performed an interim quantitative goodwill impairment test as of March 31, 2023. Management first considered whether any impairment was present for the Company’s long-lived assets, concluding that no such impairments were present after conducting an undiscounted cash flow recoverability test, except for in the Massachusetts market as detailed above. In comparing the estimated fair value of the reporting unit to its carrying value, the Company utilized a weighted average valuation using the discounted cash flow model and the market approach. The results of the Company’s interim test for impairment as of March 31, 2023 concluded that the estimated fair value of the reporting unit exceeded the carrying value, resulting in no impairment. During the three months ended June 30, 2023, the Company continued to experience a declined stock price resulting in the market capitalization being less than the carrying value of the reporting unit. The Company updated the March 31, 2023 valuation, as of June 30, 2023, with no impairment identified finding all inputs, including but not limited to future operating performance, gross margins, probability of achieving cash flows, and multiples of comparable public companies, either maintained consistency or trended positively for the three months ended June 30, 2023. Furthermore, the Company performed a sensitivity test on the income approach updating for the exit of the Massachusetts operations identifying the Massachusetts exit accretive to earnings as the Massachusetts assets were underperforming. However, the Company concluded the sustained stock price decline as a triggering event to perform an interim quantitative goodwill impairment test, as of June 30, 2023, specific to the stock price decline and resulting market capitalization of the Company. As the sole risk to the value of goodwill is the stock price, the Company concluded it most appropriate to transition to a market approach. The results of the Company’s interim test for impairment as of June 30, 2023, utilizing a market approach, indicated that the reporting unit's fair value fell below the carrying value. Based on the results of the goodwill impairment procedures, the Company recorded a $ 307.6 million goodwill impairment for the single reporting unit during the three months ended June 30, 2023. The Company finds the June 30, 2023 goodwill impairment is a result of the cannabis equity market including the reduced number of custodians to service cannabis equity holdings, negative investor sentiment due to lack of progress on federal reform, and more challenging macroeconomic conditions driving lower cannabis stock prices as of June 30, 2023. The Company finds this is not a negative indicator of historic or current operating results and not a negative indicator of future performance as the Company has taken steps to shed underperforming assets while focusing on cash conservation which is reflective in the results of operations as of June 30, 2023. Additionally, the resulting non-cash charge has no impact on the Company’s compliance with debt covenants, its cash flows, or available liquidity. |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | NOTE 3 . ACCOUNTS RECEIVABLE Accounts receivable consisted of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (in thousands) Trade receivables $ 9,846 $ 8,482 Less: allowance for credit losses ( 2,833 ) ( 1,975 ) Accounts receivable, net $ 7,013 $ 6,507 |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Notes Receivable | NOTE 4 . NOTES RECEIVABLE Notes receivable consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, Stated Interest Rate Maturity Date (in thousands) Promissory note acquired in October 2021 (1) $ 7,847 $ 8,205 7.50 % 11/9/2025 Promissory note dated November 15, 2021 (2) 4,830 4,602 9.75 % 11/14/2024 Notes receivable 12,677 12,807 Less: discount on notes receivable ( 68 ) ( 87 ) Total notes receivable, net of discount 12,609 12,720 Less: current portion of notes receivable ( 754 ) ( 728 ) Notes receivable, net $ 11,855 $ 11,992 (1) Interest and principal payments are due to the Company monthly. (2) No payments are due to the Company until maturity. Interest is accrued monthly and 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. The note was issued with a nominal discount, resulting in an effective interest rate of 10.77 %. During the three and six months ended June 30, 2023, the Company recorded interest income related to notes receivable of $ 0.3 million and $ 0.6 million, respectively. During the three and six months ended June 30, 2022, the Company recorded interest income of $ 0.3 million and $ 0.7 million, respectively. Interest income is recorded in other income in the condensed consolidated statements of operations. Stated maturities of the notes receivable are as follows as of June 30, 2023: Year Expected principal payments (in thousands) Six months ending December 31, 2023 $ 370 2024 5,614 2025 6,693 2026 — 2027 — Thereafter — Total 12,677 Less: discount on notes receivable ( 68 ) Total $ 12,609 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5. INVENTORIES Inventories are stated at the lower of cost or market. Costs associated with abnormal production volume are expensed as incurred. Inventories are comprised of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (in thousands) Raw material Cannabis plants $ 17,064 $ 21,523 Packaging and supplies 42,051 49,650 Total raw material 59,115 71,173 Work in process 134,167 158,448 Finished goods-unmedicated 5,915 7,323 Finished goods-medicated 53,588 39,561 Total inventories, net $ 252,785 $ 276,505 |
Property And Equipment
Property And Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property And Equipment | NOTE 6 . PROPERTY AND EQUIPMENT As of June 30, 2023 and December 31, 2022, property and equipment consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Land $ 34,485 $ 38,485 Buildings and improvements 514,711 497,493 Furniture and equipment 288,831 277,164 Vehicles 838 839 Total 838,865 813,981 Less: accumulated depreciation ( 163,269 ) ( 125,866 ) Total property and equipment 675,596 688,115 Construction in progress 33,059 55,145 Total property and equipment, net $ 708,655 $ 743,260 The Company incurred the following expense related to property and equipment during the three and six months ended June 30, 2023: Three Months Ended June 30, Six Months Ended June 30, Statement of Operations 2023 2022 2023 2022 (in thousands) Capitalized interest Interest expense $( 214 ) $( 1,160 ) $( 795 ) $( 2,640 ) Depreciation expense Cost of goods sold and Depreciation and amortization 19,334 18,587 38,331 32,685 Total $ 19,120 $ 17,427 $ 37,536 $ 30,045 Three Months Ended June 30, Six Months Ended June 30, Statement of Operations 2023 2022 2023 2022 (in thousands) Loss on impairment Impairments and disposals of long-lived assets, net $ — $ — $ 2,712 $ 330 Loss on disposal Impairments and disposals of long-lived assets, net 3,927 5,076 3,667 8,067 Total $ 3,927 $ 5,076 $ 6,379 $ 8,397 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 7 . INTANGIBLE ASSETS The Company's definite-lived intangible assets consisted of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value (in thousands) (in thousands) Licenses $ 1,046,544 $ 124,186 $ 922,358 $ 1,044,161 $ 89,367 $ 954,794 Trademarks 27,430 15,122 12,308 27,430 12,530 14,900 Internal use software 20,911 5,112 15,799 16,528 3,065 13,463 Tradenames 4,861 4,049 812 4,862 3,506 1,356 Customer relationships 3,535 3,352 183 3,536 3,252 284 Total $ 1,103,281 $ 151,821 $ 951,460 $ 1,096,517 $ 111,720 $ 984,797 Amortization expense was $ 20.2 million , $ 40.1 million , $ 20.5 million , and $ 41.1 million for the three and six months ended June 30, 2023 and 2022, respectively. During the three and six months ended June 30, 2023, the Company recorded a gain on sale of intangible assets of $ 3.0 million , which is recorded to impairment and disposal of long-lived assets, net within the condensed consolidated statements of operations. The following table outlines the estimated future amortization expense related to intangible assets as of June 30, 2023: Year Estimated (in thousands) Six Months Ending December 31, 2023 $ 40,592 2024 79,744 2025 76,677 2026 74,105 2027 71,604 Thereafter 608,738 $ 951,460 As of June 30, 2023, the weighted average amortization period remaining for intangible assets was 12.9 years. |
Held for Sale
Held for Sale | 6 Months Ended |
Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Held for Sale | NOTE 16 . DISCONTINUED OPERATIONS During the three months ended June 30, 2023, the Company determined to discontinue its operations in Massachusetts. In July 2022, the Company discontinued its Nevada operations. There are immaterial activities related to Nevada which are expected to continue until the associated lease liabilities are settled. The assets and liabilities associated with discontinued operations consisted of the following as June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (in thousands) Assets associated with discontinued operations Cash $ 1,835 $ 5,702 Accounts receivable, net 2,744 2,936 Inventories, net 3,230 21,310 Income tax receivable 2,718 2,267 Prepaids expenses and other current assets 947 1,486 Deferred tax asset — 766 Property and equipment, net — 53,687 Right of use assets - operating, net — 1,769 Right of use assets - finance, net — 5,736 Intangible assets, net — 27,849 Other assets 2,013 2,638 Total assets associated with discontinued operations $ 13,487 $ 126,146 Liabilities associated with discontinued operations Accounts payable and accrued liabilities $ 1,120 $ 1,617 Deferred revenue — 109 Operating lease liabilities - current portion 70 93 Finance lease liabilities - current portion 427 456 Construction finance liability - current portion 1,794 — Operating lease liabilities 14,686 16,428 Finance lease liabilities 2,829 5,890 Construction finance liability 25,237 45,217 Other long-term liabilities 156 154 Total liabilities associated with discontinued operations $ 46,319 $ 69,964 The following table summarizes the Company's income (loss) from discontinued operations for the three and six months ended June 30, 2023 and 2022. The gain and loss resulting from the forgiveness of intercompany payables has been eliminated in consolidation. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Revenues, net of discounts $ 4,472 $ 6,444 $ 8,347 $ 14,231 Cost of goods sold 22,872 7,663 26,972 17,155 Gross margin ( 18,400 ) ( 1,219 ) ( 18,625 ) ( 2,924 ) Expenses: Operating expenses 1,994 2,984 4,382 6,049 Impairment and disposal of long-lived assets, net 41,639 — 69,275 — Total Expenses 43,633 2,984 73,657 6,049 Income (loss) from operations ( 62,033 ) ( 4,203 ) ( 92,282 ) ( 8,973 ) Other (expense) income: Interest expense ( 1,589 ) ( 1,534 ) ( 3,178 ) ( 3,058 ) Other income, net — 30 22 60 Total other expense, net ( 1,589 ) ( 1,504 ) ( 3,156 ) ( 2,998 ) Loss before provision for income taxes ( 63,622 ) ( 5,707 ) ( 95,438 ) ( 11,971 ) Income tax (provision) benefit ( 946 ) 473 ( 439 ) 1,299 Net loss from discontinued operations, net of tax (provision) benefit ( 64,568 ) ( 5,234 ) ( 95,877 ) ( 10,672 ) Less: Net loss attributable to non-controlling interest from discontinued operations ( 670 ) — ( 1,193 ) — Net loss from discontinued operations excluding non-controlling interest $ ( 63,898 ) $ ( 5,234 ) $ ( 94,684 ) $ ( 10,672 ) The condensed consolidated statements of cash flows include continuing operations and discontinued operations. The following table summarizes the depreciation of long-lived assets, amortization of long-lived assets, and capital expenditures of discontinued operations for the three and six months ended June 30, 2023 and 2022. Six Months Ended June 30, 2023 2022 Depreciation $ 2,917 $ 2,875 Amortization $ 535 $ 2,795 Purchases of property plant and equipment $ 67 $ 685 Loss on impairment of long-lived assets $ 69,275 $ — Other noncash investing and financing activities Noncash partial extinguishment of construction finance liability $ 18,486 $ — As a result of the Massachusetts exit, the Company performed a lease term reassessment for the Holyoke failed sale-leaseback financing arrangement due to lease renewals previously included in the lease term being excluded as of the Massachusetts exit. The Company concluded the failed sale-leaseback accounting conclusion is maintained. The Company recognized a gain on partial extinguishment of $ 18.5 million as a result of the lease term reassessment, which partially offset the loss on disposal of the related property and improvements of $ 45.8 million which is recorded to net loss from discontinued operations, net of tax (provision) benefit. The lease had a term of ten years and was extended by one year to an eleven year term, expiring in December 2030 . Future minimum lease payments for the construction finance liability as of June 30, 2023, are as follows: Year (in thousands) Six months ending December 31, 2023 $ 2,682 2024 5,455 2025 5,619 2026 5,788 2027 5,961 Thereafter 18,427 Total future payments 43,932 Less: Interest ( 16,901 ) Total present value of minimum payments 27,031 Construction finance liability - current portion ( 1,794 ) Construction finance liability $ 25,237 |
Held For Sale | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Held for Sale | NOTE 8. HELD FOR SALE As of June 30, 2023, the Company had $ 17.2 million in assets held for sale, which are recorded in prepaids and other current assets on the condensed consolidated balance sheets, and primarily consist of property and equipment. As of December 31, 2022, the Company had $ 14.5 million in assets held for sale which primarily consisted of property and equipment. (in thousands) Held for sale assets as of December 31, 2022 $ 14,521 Assets moved to held for sale 10,411 Non-cash settlement ( 2,481 ) Impairments ( 1,994 ) Assets sold ( 3,268 ) Held for sale assets as of June 30, 2023 $ 17,189 Held for sale liabilities as of December 31, 2022 $ — Liabilities moved to held for sale ( 1,997 ) Liabilities settled associated with held for sale assets 1,997 Held for sale liabilities as of June 30, 2023 $ — During the three and six months ended June 30, 2023, the Company recorded a loss on the impairment and disposal of held for sale assets of $ 1.8 million and $ 2.6 million , respectively, and less than $ .1 million and $ 2.6 million during the three and six months ended June 30, 2022, respectively, which is recorded to impairment and disposal of long-lived assets, net within the condensed consolidated statements of operations . |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 9 . NOTES PAYABLE As of June 30, 2023 and December 31, 2022, notes payable consisted of the following: June 30, 2023 December 31, 2022 Stated Interest Rate Effective Interest Rate Maturity Date Net Book Value of Collateral (in thousands) Promissory notes dated December 21, 2022 (1) $ 70,839 $ 71,500 7.53 % (4) 7.86 % 1/1/2028 $ 156,667 Promissory note dated December 22, 2022 (2) 18,687 18,900 7.30 % (4) 7.38 % 12/22/2032 $ 9,375 Promissory notes dated October 1, 2021 (3) 5,856 6,095 8.14 % (4) 8.29 % 10/1/2027 $ 11,555 Promissory note dated December 22, 2022 5,500 5,500 10.00 % (4) 10.00 % 12/22/2023 (5) Promissory notes acquired in October 2021 1,778 5,338 (6) (4) (6) (6) (6) Promissory note of consolidated variable-interest entity dated February 1, 2022 1,045 1,200 8.00 % (4) 8.00 % 12/31/2025 — Total notes payable 103,705 108,533 Less: debt discount ( 1,671 ) ( 1,833 ) Less: current portion of notes payable ( 9,076 ) ( 12,453 ) Notes payable, net (7) $ 92,958 $ 94,247 (1) In connection with the closing of these four promissory notes, the Company entered into an interest rate swap to fix the interest rate at 7.53 % for the term of the notes. See Note 23 in the 2022 Form 10-K fo r further details. These promissory notes contain customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, among other things, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, fixed charge ratio coverage, and liquidity covenant test. The covenants commence on June 30, 2023 and are measured semi-annually, except for certain covenants which were measured starting as of December 31, 2022. In May 2023, the Company amended the terms of the agreement in respect to the covenant requirements, excluding balloon payments from certain covenant calculations. (2) Promissory note bears interest at 7.30 % per annum until December 21, 2027. Thereafter, interest will accrue at a rate equal to the five-year treasury rate in effect as of December 12, 2027 plus 3.50 %. The promissory note contains customary restrictive covenants pertaining to our operations, including, among other things, limitations on the amount of debt and subsidiary debt that may be incurred and the ability to pledge assets, as well as financial covenant requirements, among other things, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, covenant to liquidity and debt principal test, and a global debt service coverage ratio. The covenants commence on December 31, 2022 and December 31, 2023 and are measured annually. (3) On November 15, 2022 , the Company closed on the refinancing of our promissory notes dated October 1, 2021 to extend the maturity date by five years and fix the interest rate at 8.14 %. During the three months ended March 31, 2023, the Company determined to reposition the collateralized assets to held for sale as part of its continued efforts to optimize our assets and resources in the markets in which it serves. The Company expects to sell the assets, which primarily consist of property and equipment, within the near-term. (4) Interest payments are due monthly . (5) Promissory note is secured by the acquired membership interest in Formula 420 Cannabis LLC. See Note 4 in the 2022 Form 10-K fo r further details . (6) Seven promissory notes were acquired during the year ending December 31, 2021. Interest rates range from 0.00 % to 5.50 % , with a weighted average interest rate of 5.38 % as of June 30, 2023. Maturity dates range from July 2023 to April 2026 . Of the seven acquired promissory notes, three remain outstanding as of June 30, 2023. The three notes are secured by various assets that approximate the value of the underlying notes of $ 1.8 million as of June 30, 2023 . (7) In addition to the notes payable listed in the above table, the Company entered into a letter of credit in October 2022 for up to $ 1.5 million, for which there have been no draws as of June 30, 2023 . The letter of credit is payable on demand, has an interest rate of 6.25 %, and must be drawn on by October 2023 or will expire. During the three and six months ended June 30, 2023, the Company incurred interest expense related to these notes payable of $ 2.1 million and $ 4.2 million , respectively, and during the three and six months ended June 30, 2022, the Company incurred interest expense of $ 0.2 million and $ 0.3 million , respectively, which is included within interest expense in the condensed consolidated statements of operations. This includes accretion expense of $ 0.1 million and $ 0.2 million , respectively, for the three and six months ended June 30, 2023 and $ 0.1 million and $ 0.1 million , respectively, for the three and six months ended June 30, 2022. The Company's notes payable described above are subordinated to the private placement notes. See Note 10. Private Placement Notes for further details. As of June 30, 2023, stated maturities of notes payable are as follows: (in thousands) Six months ended December 31, 2023 $ 7,788 2024 3,232 2025 3,888 2026 3,044 2027 69,352 Thereafter 16,401 Total $ 103,705 |
Private Placement Notes
Private Placement Notes | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Private Placement Notes | NOTE 10 . PRIVATE PLACEMENT NOTES June and November 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. The purchasers of the June Notes received warrants to purchase 1,470,000 Subordinate Voting Shares at a price of $ 13.47 ("June Warrants") and the purchasers of the November Notes received warrants to purchase 1,560,000 Subordinate Voting Shares at a price of $ 980 per Unit, with each unit consisting of one Note issued in Denominations of $ 1,000 and 26 warrants ("November Warrants"), which can be exercised for approximately three years after closing (collectively the "Public Warrants"). The remaining outstanding Public Warrants expired in June 2022. 2026 Notes On October 6, 2021, the Company closed its private placement of 8 % Senior Secured Notes (the "2026 Notes - Tranche One") for aggregate gross proceeds of $ 350.0 million and net proceeds of $ 342.6 million. The Company used a portion of the net proceeds to repay certain outstanding acquired indebtedness and used the remaining net proceeds for capital expenditures and other general corporate purposes. On January 28, 2022, the Company closed on a second tranche private placement of 8 % Senior Secured Notes (the "2026 Notes - Tranche Two") for aggregate gross proceeds of $ 76.9 million and net proceeds of $ 75.6 million. The Company used the net proceeds for capital expenditures and other general corporate purposes. The notes 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. These notes are collectively referred to as the "2026 Notes". As of June 30, 2023 and December 31, 2022, private placement notes payable consisted of the following: June 30, 2023 December 31, 2022 Stated Interest Rate Effective Interest Rate Maturity Date (in thousands) 2026 Notes - Tranche One $ 350,000 $ 350,000 8.00 % 8.52 % 10/6/2026 2026 Notes - Tranche Two 75,000 75,000 8.00 % 8.43 % 10/6/2026 June Notes 70,000 70,000 9.75 % 13.32 % 6/11/2024 November Notes 60,000 60,000 9.75 % 13.43 % 6/11/2024 Total private placement notes 555,000 555,000 Less: Unamortized debt discount and issuance costs ( 10,534 ) ( 13,336 ) Less: current portion of private placement notes, net ( 125,861 ) — Private placement notes, net $ 418,605 $ 541,664 The private placement notes contain customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements and a fixed charge ratio coverage, measured from time to time when certain conditions are met. During the three and six months ended June 30, 2023, the Company incurred interest expense related to private placement notes of $ 13.0 million and $ 25.9 million , respectively, and during the three and six months ended June 30, 2022, the Company incurred interest expense of $ 13.5 million and $ 25.8 million , respectively, which is included within interest expense in the condensed consolidated statements of operations related to the private placement notes. This includes accretion expense on the private placement notes of $ 1.4 million and $ 2.8 million , respectively, for the three and six months ended June 30, 2023 and $ 1.3 million and $ 2.5 million , respectively, for the three and six months ended June 30, 2022. Stated maturities of the principal portion of private placement notes outstanding as of June 30, 2023, are as follows: Year (in thousands) Six months ending December 31, 2023 $ — 2024 130,000 2025 — 2026 425,000 2027 — Thereafter — Total private placement notes $ 555,000 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | NOTE 11. LEASES The Company leases real estate used for dispensaries, cultivation and production facilities, 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 right of use assets of less than $ 0.1 million and $ 10.5 million for the three and six months ended June 30, 2022, which is the result of repositioning of assets in the southeast, which is recorded to impairment and disposal of long-lived assets, net within the condensed consolidated statements of operations. The following table provides the components of lease cost recognized within the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended June 30, Statement of Operations 2023 2022 2023 2022 (in thousands) Operating lease cost Cost of goods sold, sales and marketing, general and administrative $ 5,289 $ 5,515 $ 10,200 $ 10,979 Finance lease cost: Amortization of lease assets Cost of goods sold and Depreciation and amortization 2,578 2,581 5,353 4,986 Interest on lease liabilities Interest expense 1,613 1,568 3,221 3,056 Finance lease cost 4,191 4,149 8,574 8,042 Variable lease cost Cost of goods sold, sales and marketing, general and administrative 2,450 1,878 4,716 3,792 Short term lease expense Cost of goods sold, sales and marketing, general and administrative 166 156 369 255 Total lease cost $ 12,096 $ 11,698 $ 23,859 $ 23,068 Other information related to operating and finance lease s is as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,005 $ 5,271 $ 10,067 $ 10,166 Operating cash flows from finance leases $ 1,612 $ 1,559 $ 3,267 $ 3,047 Financing cash flows from finance leases $ 1,748 $ 1,721 $ 3,671 $ 3,075 ASC 842 lease additions and modifications: Operating leases $ 6,406 $ 2,404 $ 11,008 $ 11,970 Finance leases $ 173 $ 12,112 $ 116 $ 18,413 June 30, 2023 December 31, 2022 Weighted average discount rate: Operating leases 10.00 % 9.29 % Finance leases 9.00 % 8.66 % Weighted average remaining lease term (in years): Operating leases 9.1 8.3 Finance leases 7.7 7.8 Future minimum lease payments under the Company's non-cancellable leases as of June 30, 2023 are as follows: Operating Leases Finance Leases (in thousands) Six months ending December 31, 2023 $ 9,719 $ 6,831 2024 20,420 13,680 2025 20,359 13,470 2026 19,708 12,605 2027 19,103 11,703 Thereafter 75,826 43,358 Total undiscounted lease liabilities 165,135 101,647 Less: Interest ( 54,736 ) ( 29,436 ) Total present value of minimum lease payments 110,399 72,211 Lease liabilities- current portion ( 9,668 ) ( 7,595 ) Lease liabilities $ 100,731 $ 64,616 Lease Guarantees In accordance with ASC 460, Guarantees, the Company has determined that it meets the guarantor requirements under certain contractual agreements. During the three months ending June 30, 2023, the Company determined it was no longer the primary beneficiary of one its variable interest entities. The Company guarantees two cannabis dispensary leases of the variable interest entity. Under both leases, nonperformance by the tenant results in the Company becoming obligated to fulfill the lease conditions. The leases have a term of approximately 8 and 9 years as of June 30, 2023, with the resulting maximum exposure estimated to be $ 5.8 million which includes $ 2.5 million and $ 3.3 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining terms the Company is guarantor, respectively. |
Construction Finance Liabilitie
Construction Finance Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Construction Finance Liability [Abstract] | |
Construction Finance Liabilities | NOTE 12. CONSTRUCTION FINANCE LIABILITIES When the Company enters into sale-leaseback transactions, it assesses whether a contract exists and whether there is a performance obligation to transfer control of the asset when determining whether the transfer of an asset shall be accounted for as a sale of the asset. If control is not transferred, based on the nature of the transaction, and therefore does not meet the requirements for a sale under the failed-sale-leaseback accounting model, the Company is deemed to own this real estate and reflects these properties on its consolidated balance sheets in property and equipment, net and depreciates them over the assets' useful lives. The liabilities associated with these leases are recorded to construction finance liabilities - current portion and construction finance liabilities on the condensed consolidated balance sheets. During the three and six months ended June 30, 2023, the Company recorded interest expense of $ 4.1 million and $ 8.2 million , respectively, and during the three and six months ended June 30, 2022, the Company recorded interest expense of $ 3.9 million and $ 7.7 million , respectively, related to construction finance liabilities, which is included in interest expense within the condensed consolidated statements of operations. 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. As of June 30, 2023, and December 31, 2022, the total construction finance liability associated with this transaction is $ 17.8 million and $ 17.7 million , respectively. McKeesport In October 2019, the Company acquired a failed sales-leaseback transaction of a cannabis cultivation facility in Pennsylvania. The initial term of the lease is 15 years, with two five-year options to renew. As of June 30, 2023, and December 31, 2022, the total construction finance liability associated with this transaction is $ 42.1 million and $ 41.8 million , respectively. Alachua In October 2021, the Company acquired a failed sales-leaseback transaction of a cannabis cultivation and processing facility in Florida. The lease originated in January 2021 and has an initial term of 20 years , with two five-year options to renew. In the third quarter of 2022, the Company ceased using this facility and as a result recorded a loss on disposal of the related property and equipment of $ 42.4 million. As of June 30, 2023, and December 31, 2022, the total construction finance liability associated with this transaction is $ 59.2 million and $ 59.2 million , respectively. Hancock In October 2021, the Company acquired a failed sales-leaseback transaction of a cannabis cultivation and processing facility in Maryland. The lease originated in August 2021 and has an initial term of 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 tenant improvement allowance of $ 12.9 million as an additional component of base rent. As of June 30, 2023, and December 31, 2022, $ 12.3 million and $ 12.3 million of the tenant improvement allowance has been provided, respectively. As of June 30, 2023, and December 31, 2022, the total construction finance liability associated with this transaction is $ 19.1 million and $ 19.7 million , respectively. Future minimum lease payments for the construction finance liabilities as of June 30, 2023, are as follows: Year (in thousands) Six months ending December 31, 2023 $ 8,325 2024 17,043 2025 17,521 2026 18,013 2027 18,519 Thereafter 302,424 Total future payments 381,845 Less: Interest ( 243,582 ) Total present value of minimum payments 138,263 Construction finance liabilities - current portion ( 1,324 ) Construction finance liabilities $ 136,939 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Equity | NOTE 13. EQUITY Warrants Liability Warrants In October 2021 the Company acquired 1,679 warrants in connection with the acquisition of Harvest Health and Recreation, Inc. ("Harvest Liability Warrants"). Each acquired warrant is exercisable into one Multiple Voting Share. Changes in fair value are recognized as a component of other (expense) income within t he condensed consolidated statements of operations as change in fair value of derivative liabilities - warrants. Number Weighted average exercise price Weighted average Outstanding and exercisable as of January 1, 2023 1,679 $ 1,125 0.31 Granted — — — Exercised — — — Expired ( 1,679 ) 1,125 — Outstanding and exercisable as of June 30, 2023 — $ — — Share Based Compensation Options The Company recorded share-based compensation for stock options as follows: Three Months Ended June 30, Six Months Ended June 30, Statement of operations location 2023 2022 2023 2022 (in thousands) Cost of goods sold $ 19 $ ( 56 ) $ 35 $ 70 General and administrative ( 275 ) 2,195 469 3,936 Sales and marketing 13 439 33 729 Total share-based compensation expense $ ( 243 ) $ 2,578 $ 537 $ 4,735 The number and weighted-average exercise prices and remaining contractual life of options as of June 30, 2023 were as follows: Number of options Weighted average exercise price Weighted average remaining contractual life (Yrs.) Aggregate intrinsic value Outstanding, January 1, 2023 3,177,815 $ 25.96 5.41 $ — Granted — — Exercised — — Forfeited ( 334,864 ) 30.29 Outstanding, June 30, 2023 2,842,951 $ 25.45 4.66 $ — Exercisable, June 30, 2023 2,222,348 $ 25.67 3.59 $ — As of June 30, 2023, there was approximately $ 2.0 million of unrecognized compensation cost related to unvested stock option arrangements which is expected to be recognized over a weighted average service period of 0.61 years. Restricted Stock Units The following is a summary of RSU activity for the six months ended June 30, 2023 Number of Weighted average Unvested balance as of January 1, 2023 720,707 $ 22.36 Granted — Vested — Forfeited ( 102,064 ) 23.03 Unvested balance as of June 30, 2023 618,643 $ 22.21 The Company recorded share-based compensation for RSUs as follows: Three Months Ended June 30, Six Months Ended June 30, Statement of operations location 2023 2022 2023 2022 (in thousands) Cost of goods sold $ 41 $ 258 $ 260 $ 458 General and administrative 601 2,567 1,920 4,462 Sales and marketing 76 300 159 612 Total share-based compensation expense $ 718 $ 3,125 $ 2,339 $ 5,532 As of June 30, 2023, there was approximately $ 4.8 million of total unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average service period of 0.66 years. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 14. EARNINGS PER SHARE The following is a reconciliation for the calculation of basic and diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator (in thousands, except share and per share amounts) Continuing operations Net loss from continuing operations $ ( 342,304 ) $ ( 18,787 ) $ ( 376,626 ) $ ( 45,831 ) Less: Net loss attributable to non-controlling interest ( 2,353 ) ( 1,530 ) ( 3,337 ) ( 2,037 ) Net loss from continuing operations available to common shareholders of Trulieve Cannabis Corp. $ ( 339,951 ) $ ( 17,257 ) $ ( 373,289 ) $ ( 43,794 ) Discontinued operations Net loss from discontinued operations $ ( 64,568 ) $ ( 5,234 ) $ ( 95,877 ) $ ( 10,672 ) Less: Net loss attributable to non-controlling interest ( 670 ) — ( 1,193 ) — Net loss from discontinued operations excluding non-controlling interest $ ( 63,898 ) $ ( 5,234 ) $ ( 94,684 ) $ ( 10,672 ) Denominator Weighted average number of common shares outstanding - Basic and diluted 189,054,359 187,174,176 188,976,834 187,124,886 Loss per Share - Continuing operations Basic and diluted loss per share $ ( 1.80 ) $ ( 0.09 ) $ ( 1.98 ) $ ( 0.23 ) Loss per Share - Discontinued operations Basic and diluted loss per share $ ( 0.34 ) $ ( 0.03 ) $ ( 0.50 ) $ ( 0.06 ) Shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options 2,842,951 3,465,639 2,985,093 3,547,090 Restricted share units 618,643 1,035,762 655,474 1,057,043 Warrants 9,496 767,500 93,444 2,201,764 As of June 30, 2023, there are approximately 186.0 million issued and outstanding shares which excludes approximately 2.9 million fully vested RSUs which are not contractually issuable until 2024. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15 . 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, 2023 and 2022. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) (Loss) Income before provision for income taxes $ ( 308,277 ) $ 26,455 $ ( 307,142 ) $ 42,553 Provision for income taxes $ 34,027 $ 45,242 $ 69,484 $ 88,384 Effective tax rate ( 11 %) 171 % ( 23 %) 208 % 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 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 were approximately $ 49.5 million and $ 41.8 million as of June 30, 2023 and December 31, 2022 , respectively, which is recorded in deferred tax liabilities and other long-term liabilities in the condensed consolidated balance sheets. The increase of $ 7.7 million in uncertain tax positions i s due to a tax position taken relating to our inventory costs for tax purposes in our Florida dispensaries. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 16 . DISCONTINUED OPERATIONS During the three months ended June 30, 2023, the Company determined to discontinue its operations in Massachusetts. In July 2022, the Company discontinued its Nevada operations. There are immaterial activities related to Nevada which are expected to continue until the associated lease liabilities are settled. The assets and liabilities associated with discontinued operations consisted of the following as June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (in thousands) Assets associated with discontinued operations Cash $ 1,835 $ 5,702 Accounts receivable, net 2,744 2,936 Inventories, net 3,230 21,310 Income tax receivable 2,718 2,267 Prepaids expenses and other current assets 947 1,486 Deferred tax asset — 766 Property and equipment, net — 53,687 Right of use assets - operating, net — 1,769 Right of use assets - finance, net — 5,736 Intangible assets, net — 27,849 Other assets 2,013 2,638 Total assets associated with discontinued operations $ 13,487 $ 126,146 Liabilities associated with discontinued operations Accounts payable and accrued liabilities $ 1,120 $ 1,617 Deferred revenue — 109 Operating lease liabilities - current portion 70 93 Finance lease liabilities - current portion 427 456 Construction finance liability - current portion 1,794 — Operating lease liabilities 14,686 16,428 Finance lease liabilities 2,829 5,890 Construction finance liability 25,237 45,217 Other long-term liabilities 156 154 Total liabilities associated with discontinued operations $ 46,319 $ 69,964 The following table summarizes the Company's income (loss) from discontinued operations for the three and six months ended June 30, 2023 and 2022. The gain and loss resulting from the forgiveness of intercompany payables has been eliminated in consolidation. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Revenues, net of discounts $ 4,472 $ 6,444 $ 8,347 $ 14,231 Cost of goods sold 22,872 7,663 26,972 17,155 Gross margin ( 18,400 ) ( 1,219 ) ( 18,625 ) ( 2,924 ) Expenses: Operating expenses 1,994 2,984 4,382 6,049 Impairment and disposal of long-lived assets, net 41,639 — 69,275 — Total Expenses 43,633 2,984 73,657 6,049 Income (loss) from operations ( 62,033 ) ( 4,203 ) ( 92,282 ) ( 8,973 ) Other (expense) income: Interest expense ( 1,589 ) ( 1,534 ) ( 3,178 ) ( 3,058 ) Other income, net — 30 22 60 Total other expense, net ( 1,589 ) ( 1,504 ) ( 3,156 ) ( 2,998 ) Loss before provision for income taxes ( 63,622 ) ( 5,707 ) ( 95,438 ) ( 11,971 ) Income tax (provision) benefit ( 946 ) 473 ( 439 ) 1,299 Net loss from discontinued operations, net of tax (provision) benefit ( 64,568 ) ( 5,234 ) ( 95,877 ) ( 10,672 ) Less: Net loss attributable to non-controlling interest from discontinued operations ( 670 ) — ( 1,193 ) — Net loss from discontinued operations excluding non-controlling interest $ ( 63,898 ) $ ( 5,234 ) $ ( 94,684 ) $ ( 10,672 ) The condensed consolidated statements of cash flows include continuing operations and discontinued operations. The following table summarizes the depreciation of long-lived assets, amortization of long-lived assets, and capital expenditures of discontinued operations for the three and six months ended June 30, 2023 and 2022. Six Months Ended June 30, 2023 2022 Depreciation $ 2,917 $ 2,875 Amortization $ 535 $ 2,795 Purchases of property plant and equipment $ 67 $ 685 Loss on impairment of long-lived assets $ 69,275 $ — Other noncash investing and financing activities Noncash partial extinguishment of construction finance liability $ 18,486 $ — As a result of the Massachusetts exit, the Company performed a lease term reassessment for the Holyoke failed sale-leaseback financing arrangement due to lease renewals previously included in the lease term being excluded as of the Massachusetts exit. The Company concluded the failed sale-leaseback accounting conclusion is maintained. The Company recognized a gain on partial extinguishment of $ 18.5 million as a result of the lease term reassessment, which partially offset the loss on disposal of the related property and improvements of $ 45.8 million which is recorded to net loss from discontinued operations, net of tax (provision) benefit. The lease had a term of ten years and was extended by one year to an eleven year term, expiring in December 2030 . Future minimum lease payments for the construction finance liability as of June 30, 2023, are as follows: Year (in thousands) Six months ending December 31, 2023 $ 2,682 2024 5,455 2025 5,619 2026 5,788 2027 5,961 Thereafter 18,427 Total future payments 43,932 Less: Interest ( 16,901 ) Total present value of minimum payments 27,031 Construction finance liability - current portion ( 1,794 ) Construction finance liability $ 25,237 |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | NOTE 17 . V ariable Interest Entities The Company has entered into certain agreements with various entities related to the purchase and operation of cannabis dispensary, cultivation, and production licenses, in several states in which it determined to be variable interest entities. The Company's VIEs are not material to the consolidated financial position or operations as of June 30, 2023 and December 31, 2022 or for the three and six months ended June 30, 2023 and 2022. The Company determined certain of these entities to be variable interest entities in which it is the primary beneficiary. The Company holds ownership interests in these entities ranging from 46 % to 95 % either directly or through a proxy as of June 30, 2023. 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 these VIEs, has provided a significant portion of the subordinated financial support to date, and/or 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 agreements, as amended. The Company has consolidated all identified variable interest entities for which the Company is the primary beneficiary in the accompanying condensed consolidated financial statements. During the three months ended March 31, 2023, the Company paid $ 0.4 million in cash and $ 1.7 million in subordinate voting shares earned but not yet issued, based on the completion of certain milestones required as part of the acquisition of one of the Company's consolidated variable interest entities. The Company previously paid $ 0.8 million in cash for certain milestones. As part of the Company's decision to exit the Massachusetts market during the three months ended June 30, 2023, it ceased its relationship with this variable interest entity. This terminated the payment of the $ 1.7 million subordinate voting shares earned but not yet issued. Based on the changes in circumstances, the Company reevaluated the variable interest entity, concluding it was no longer the primary beneficiary and as such, deconsolidated the entity during the three months ended June 30, 2023. The Company recorded a loss of $ 10.0 million related to the termination of the acquisition and deconsolidation of the variable interest entity which is included in the loss from discontinued operations in the condensed consolidated statements of operations for the three and six months ended June 30, 2023. During the three months ended June 30, 2023, the Company sold and divested of certain variable interest entities. The Company received cash proceeds of $ 1.8 million related to the sale and recorded a loss on divestment of $ 0.8 million which is included in impairments and disposals of long-lived assets, net in the condensed consolidated statements of operations. The Company no longer consolidates these VIEs since it is no longer considered the primary beneficiary. 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, 2023 and December 31, 2022. The assets and liabilities in the table below include third-party assets and liabilities of our VIEs only and exclude intercompany balances that eliminate in consolidation as included on our condensed consolidated balance sheets. June 30, 2023 December 31, 2022 (in thousands) Current assets: Cash $ 6,703 $ 7,349 Accounts receivable, net 1,208 597 Inventories, net 8,359 7,590 Prepaids and other current assets 514 46 Total current assets 16,784 15,582 Property and equipment, net 27,923 25,994 Right of use asset - operating, net 2,817 — Right of use asset - finance, net 275 224 Intangible assets, net 17,830 17,947 Other assets 147 344 Total assets $ 65,776 $ 60,091 Current liabilities: Accounts payable and accrued liabilities $ 2,188 $ 3,713 Income tax payable 2,538 1,615 Deferred revenue 1 6 Finance lease liability - current portion 55 41 Total current liabilities 4,782 5,375 Notes payable 1,045 1,200 Operating lease liability 2,892 — Finance lease liability 229 185 Deferred tax liabilities 3,663 4,101 Other long-term liabilities 796 625 Total liabilities $ 13,407 $ 11,486 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 18 . RELATED PARTIES 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. As of June 30, 2023, and December 31, 2022, under ASC 842, the Company had the following related party operating leases on the condensed consolidated balance sheets: As of June 30, 2023 As of December 31, 2022 (in thousands) Right-of-use assets, net $ 755 $ 820 Lease liabilities: Lease liabilities - current portion $ 121 $ 113 Lease liabilities 679 751 Total related parties lease liabilities $ 800 $ 864 Lease expense recognized on related party operating leases was less than $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2023, respectively. Lease expense was less than $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2022 , respectively. |
Revenue Disaggregation
Revenue Disaggregation | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Disaggregation | NOTE 19. REVENUE DISAGGREGATION Net revenues are comprised of the following for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Retail $ 271,888 $ 297,603 $ 546,733 $ 587,645 Wholesale, licensing, and other 9,907 16,236 20,276 36,755 Revenue, net of discounts $ 281,795 $ 313,839 $ 567,009 $ 624,400 |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 20 . COMMITMENTS AND CONTINGENCIES Operating Licenses Although the possession, cultivation, and distribution of cannabis is permitted in the states in which the Company operates, cannabis is a Schedule-I controlled substance and its use 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 our business plans. In addition, the Company’s assets, including real property, inventory, cash and cash equivalents, equipment, and other goods, could be subject to asset forfeiture because cannabis is still federally illegal. Claims and Litigation In the ordinary course of business, the Company may be a party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims. As of June 30, 2023, 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. The Company does not believe it is probable that the outcome of any existing litigation, investigations, disputes or other potential claims will materially affect the Company or these financial statements in excess of amounts accrued. In connection with the acquisition of a cultivation operation from CP4 Group, LLC, in Phoenix, Arizona ("Watkins Cultivation Operation" or "Watkins"), in the prior period, the Company received a demand letter on October 12, 2022, related to the four potential earnouts. The earnouts were based on the completion of certain milestones related to construction and operations and contingent on the continued employment of key employee shareholders. The Company entered into a settlement agreement in April 2023 closing this matter. Contingencies The Company records contingent liabilities with respect to litigation on various claims in which it believes a loss is probable and can be estimated. As of June 30, 2023 and December 31, 2022, $ 1.6 million and $ 31.7 million was included in contingent liabilities on the condensed consolidated balance sheets related to litigation matters, respectively. During the three and six months ended June 30, 2023 the Company settled various claims resulting in a decrease to the accrual. As of June 30, 2023 and December 31, 2022, $ 0.8 million and $ 3.0 million , respectively, was included in contingent liabilities on the condensed consolidated balance sheets for estimates related to various sales tax matters. 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, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 21 . SUBSEQUENT EVENTS In July 2023, the Company granted, under the Company’s 2021 Omnibus Incentive Plan, 1,754,817 stock options and 3,017,294 restricted share units to certain employees and directors. The shares vest over varying terms over a three-year period. The Company has not yet completed the fair value measurement for these awards as of the date of this filing. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Prepaid and Other Current Assets | Prepaid and other current assets During the three months ended June 30, 2023, escrow of $ 22.5 million was released related to the settlement of previous litigation which was previously recorded to prepaid and other current assets, of which $ 17.0 million was paid in cash and $ 5.5 million was relieved. |
Principles of Consolidation | The accompanying unaudited condensed consolidated financial statements of Trulieve Cannabis Corp., ("Trulieve" and, together with its subsidiaries and variable interest entities, the "Company," "our," or "us") has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all financial information and footnotes required by GAAP for complete financial statements. 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, 2023, and the results of its operations and cash flows for the periods ended June 30, 2023 and 2022. The results of the Company's operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full 2023 fiscal year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for Trulieve Cannabis Corp. and the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission ("SEC") on March 8, 2023 (the "2022 Form 10-K"). |
Discontinued operations | Discontinued Operations During the three months ended June 30, 2023, the Company determined to exit our operations in Massachusetts which represented a strategic shift in the business. The related assets and liabilities associated with the Company's discontinued operations are classified as discontinued operations on the condensed consolidated balance sheets and the results of our discontinued operations have been presented as discontinued operations within the condensed consolidated statements of operations for all periods presented. Unless specifically noted otherwise, footnote disclosures reflect the results of continuing operations only. The results of discontinued operations are presented in Note 16. Discontinued Operations . |
Reclassifications | Reclassifications Certain reclassifications have been made to the condensed consolidated financial statements of prior periods and of the accompanying notes to conform to the current period presentation. |
Fair Value of Financial Instruments | Fair Value of Finan cial Instruments The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices in active markets, which are observable for the asset or liability, either directly or indirectly; and Level 3 – Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. The fair values of financial instruments by class are as follows as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Financial Assets: Money market funds (1) $ 95,545 $ — $ — $ 95,545 $ 340 $ — $ — $ 340 Financial Liabilities: Interest rate swap (2) $ — $ 1,544 $ — $ 1,544 $ — $ 2,536 $ — $ 2,536 Warrant liabilities (3) $ — $ — $ — $ — $ — $ 252 $ — $ 252 There have been no transfers between hierarchy levels during the periods ending June 30, 2023 or December 31, 2022. (1) Money market funds are included within cash and cash equivalents and restricted cash in the Company’s condensed consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximate fair value. The Company recorded interest income of $ 1.1 million and $ 1.8 million during the three and six months ended June 30, 2023 in relation to money market funds. (2) The fair value of the interest rate swap liability is recorded in other long-term liabilities on the condensed consolidated balance sheets. In November 2022 the Company entered into an interest rate swap contract ("VNB Swap") for the purpose of hedging the variability of interest expense and interest payments on the Company's long-term variable debt. The VNB Swap is carried at fair value which is based on a valuation model that utilizes interest rate yield curves and credit spreads observable in active markets as the significant inputs to the model. The Company considers credit risk associated with its own standing as well as the credit standing of any counterparties involved in the valuation of its financial instruments. (3) The total fair value and carrying value of the Company's liability warrants is recorded to warrant liabilities on the condensed consolidated balance sheets . All remaining liability warrants expired during the three months ended June 30, 2023. |
Deferred Revenue | Deferred Revenue During the three months ended March 31, 2023, the Company terminated the loyalty program associated with dispensaries acquired with the acquisition of Harvest Health & Recreation, Inc. ("Harvest") in October 2021. As a result of the termination of the loyalty program at certain dispensaries, the Company recorded a reduction in the accrual of $ 4.7 million in revenue, net of discounts in the condensed consolidated statements of operations. As of June 30, 2023 and December 31, 2022, the loyalty liability totaled $ 5.1 million and $ 8.9 million , respectively, and is included in deferred revenue on the condensed consolidated balance sheets. Included within deferred revenue as of June 30, 2023 and December 31, 2022 are customer credit balances of $ 0.7 million and $ 0.5 million , respectively. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, definite life intangible assets, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. During the three months ended March 31, 2023, the Company determined that certain long-lived assets, including intangible assets, in Massachusetts were impaired due to the competitive environment in the Massachusetts cannabis industry. The Company utilized a cost approach for its impairment testing of property and equipment resulting in an impairment of $ 30.3 million, of which $ 27.6 million relates to discontinued operations and recorded to net loss from discontinued operations, net of tax benefit, and $ 2.7 million relates to continuing operations recorded in impairment and disposal of long-lived assets, net in the condensed consolidated statements of operations, respectively. During the three months ended June 30, 2023, the Company did not identify any events or changes in circumstances providing indication of impairment, other than the Company discontinuing its operations in Massachusetts in the normal course of business. |
Impairment of Goodwill | Impairment of Goodwill The Company operates as one operating segment and reporting unit and therefore, evaluates goodwill for impairment as one singular reporting unit annually during the fourth quarter or more often when an event occurs, or circumstances indicate the carrying value may not be recoverable. The determination of the fair value of the reporting unit requires us to make significant estimates and assumptions. Due to the inherent uncertainty involved in making these estimates, actual future results could differ. Changes in assumptions regarding future results or other underlying assumptions could have a significant impact on the fair value of the reporting unit. The discounted cash flow model, or the income approach, reflects our estimates of future cash flows and other factors including estimates of future operating performance, including future revenue, long-term growth rates, gross margins, capital expenditures, discount rates and the probability of achieving the estimated cash flows, among others. In addition to the income approach, the Company also employs the market approach in its goodwill impairment testing. Under the market approach, the Company estimates the fair value based upon multiples of comparable public companies. Significant estimates in the market approach include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, as well as assessing comparable market multiples in estimating the fair value of the reporting unit. During the three months ending March 31, 2023, the Company continued to experience a decline in its stock price resulting in the total market value of its common stock outstanding ("market capitalization") being less than the carrying value of the reporting unit. Management believes this decline in market value is due to a variety of factors, as further described below. In light of the circumstances and indicators of potential impairment described above, management performed an interim quantitative goodwill impairment test as of March 31, 2023. Management first considered whether any impairment was present for the Company’s long-lived assets, concluding that no such impairments were present after conducting an undiscounted cash flow recoverability test, except for in the Massachusetts market as detailed above. In comparing the estimated fair value of the reporting unit to its carrying value, the Company utilized a weighted average valuation using the discounted cash flow model and the market approach. The results of the Company’s interim test for impairment as of March 31, 2023 concluded that the estimated fair value of the reporting unit exceeded the carrying value, resulting in no impairment. During the three months ended June 30, 2023, the Company continued to experience a declined stock price resulting in the market capitalization being less than the carrying value of the reporting unit. The Company updated the March 31, 2023 valuation, as of June 30, 2023, with no impairment identified finding all inputs, including but not limited to future operating performance, gross margins, probability of achieving cash flows, and multiples of comparable public companies, either maintained consistency or trended positively for the three months ended June 30, 2023. Furthermore, the Company performed a sensitivity test on the income approach updating for the exit of the Massachusetts operations identifying the Massachusetts exit accretive to earnings as the Massachusetts assets were underperforming. However, the Company concluded the sustained stock price decline as a triggering event to perform an interim quantitative goodwill impairment test, as of June 30, 2023, specific to the stock price decline and resulting market capitalization of the Company. As the sole risk to the value of goodwill is the stock price, the Company concluded it most appropriate to transition to a market approach. The results of the Company’s interim test for impairment as of June 30, 2023, utilizing a market approach, indicated that the reporting unit's fair value fell below the carrying value. Based on the results of the goodwill impairment procedures, the Company recorded a $ 307.6 million goodwill impairment for the single reporting unit during the three months ended June 30, 2023. The Company finds the June 30, 2023 goodwill impairment is a result of the cannabis equity market including the reduced number of custodians to service cannabis equity holdings, negative investor sentiment due to lack of progress on federal reform, and more challenging macroeconomic conditions driving lower cannabis stock prices as of June 30, 2023. The Company finds this is not a negative indicator of historic or current operating results and not a negative indicator of future performance as the Company has taken steps to shed underperforming assets while focusing on cash conservation which is reflective in the results of operations as of June 30, 2023. Additionally, the resulting non-cash charge has no impact on the Company’s compliance with debt covenants, its cash flows, or available liquidity. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule Of Fair Value Of Financial Instruments By Class | The fair values of financial instruments by class are as follows as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Financial Assets: Money market funds (1) $ 95,545 $ — $ — $ 95,545 $ 340 $ — $ — $ 340 Financial Liabilities: Interest rate swap (2) $ — $ 1,544 $ — $ 1,544 $ — $ 2,536 $ — $ 2,536 Warrant liabilities (3) $ — $ — $ — $ — $ — $ 252 $ — $ 252 There have been no transfers between hierarchy levels during the periods ending June 30, 2023 or December 31, 2022. (1) Money market funds are included within cash and cash equivalents and restricted cash in the Company’s condensed consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximate fair value. The Company recorded interest income of $ 1.1 million and $ 1.8 million during the three and six months ended June 30, 2023 in relation to money market funds. (2) The fair value of the interest rate swap liability is recorded in other long-term liabilities on the condensed consolidated balance sheets. In November 2022 the Company entered into an interest rate swap contract ("VNB Swap") for the purpose of hedging the variability of interest expense and interest payments on the Company's long-term variable debt. The VNB Swap is carried at fair value which is based on a valuation model that utilizes interest rate yield curves and credit spreads observable in active markets as the significant inputs to the model. The Company considers credit risk associated with its own standing as well as the credit standing of any counterparties involved in the valuation of its financial instruments. (3) The total fair value and carrying value of the Company's liability warrants is recorded to warrant liabilities on the condensed consolidated balance sheets . All remaining liability warrants expired during the three months ended June 30, 2023. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (in thousands) Trade receivables $ 9,846 $ 8,482 Less: allowance for credit losses ( 2,833 ) ( 1,975 ) Accounts receivable, net $ 7,013 $ 6,507 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of Notes Receivable | Accounts receivable consisted of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (in thousands) Trade receivables $ 9,846 $ 8,482 Less: allowance for credit losses ( 2,833 ) ( 1,975 ) Accounts receivable, net $ 7,013 $ 6,507 |
Notes Receivable | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of Notes Receivable | Notes receivable consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, Stated Interest Rate Maturity Date (in thousands) Promissory note acquired in October 2021 (1) $ 7,847 $ 8,205 7.50 % 11/9/2025 Promissory note dated November 15, 2021 (2) 4,830 4,602 9.75 % 11/14/2024 Notes receivable 12,677 12,807 Less: discount on notes receivable ( 68 ) ( 87 ) Total notes receivable, net of discount 12,609 12,720 Less: current portion of notes receivable ( 754 ) ( 728 ) Notes receivable, net $ 11,855 $ 11,992 (1) Interest and principal payments are due to the Company monthly. No payments are due to the Company until maturity. Interest is accrued monthly and 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. The note was issued with a nominal discount, resulting in an effective interest rate of 10.77 %. |
Schedule of Stated Maturities of Notes Receivable | Stated maturities of the notes receivable are as follows as of June 30, 2023: Year Expected principal payments (in thousands) Six months ending December 31, 2023 $ 370 2024 5,614 2025 6,693 2026 — 2027 — Thereafter — Total 12,677 Less: discount on notes receivable ( 68 ) Total $ 12,609 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories are comprised of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (in thousands) Raw material Cannabis plants $ 17,064 $ 21,523 Packaging and supplies 42,051 49,650 Total raw material 59,115 71,173 Work in process 134,167 158,448 Finished goods-unmedicated 5,915 7,323 Finished goods-medicated 53,588 39,561 Total inventories, net $ 252,785 $ 276,505 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of June 30, 2023 and December 31, 2022, property and equipment consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Land $ 34,485 $ 38,485 Buildings and improvements 514,711 497,493 Furniture and equipment 288,831 277,164 Vehicles 838 839 Total 838,865 813,981 Less: accumulated depreciation ( 163,269 ) ( 125,866 ) Total property and equipment 675,596 688,115 Construction in progress 33,059 55,145 Total property and equipment, net $ 708,655 $ 743,260 |
Schedule of Expenses Related to Property, Plant and Equipment | The Company incurred the following expense related to property and equipment during the three and six months ended June 30, 2023: Three Months Ended June 30, Six Months Ended June 30, Statement of Operations 2023 2022 2023 2022 (in thousands) Capitalized interest Interest expense $( 214 ) $( 1,160 ) $( 795 ) $( 2,640 ) Depreciation expense Cost of goods sold and Depreciation and amortization 19,334 18,587 38,331 32,685 Total $ 19,120 $ 17,427 $ 37,536 $ 30,045 Three Months Ended June 30, Six Months Ended June 30, Statement of Operations 2023 2022 2023 2022 (in thousands) Loss on impairment Impairments and disposals of long-lived assets, net $ — $ — $ 2,712 $ 330 Loss on disposal Impairments and disposals of long-lived assets, net 3,927 5,076 3,667 8,067 Total $ 3,927 $ 5,076 $ 6,379 $ 8,397 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The Company's definite-lived intangible assets consisted of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value (in thousands) (in thousands) Licenses $ 1,046,544 $ 124,186 $ 922,358 $ 1,044,161 $ 89,367 $ 954,794 Trademarks 27,430 15,122 12,308 27,430 12,530 14,900 Internal use software 20,911 5,112 15,799 16,528 3,065 13,463 Tradenames 4,861 4,049 812 4,862 3,506 1,356 Customer relationships 3,535 3,352 183 3,536 3,252 284 Total $ 1,103,281 $ 151,821 $ 951,460 $ 1,096,517 $ 111,720 $ 984,797 |
Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets | The following table outlines the estimated future amortization expense related to intangible assets as of June 30, 2023: Year Estimated (in thousands) Six Months Ending December 31, 2023 $ 40,592 2024 79,744 2025 76,677 2026 74,105 2027 71,604 Thereafter 608,738 $ 951,460 |
Held for Sale (Tables)
Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |
Summary of Held for Sale Assets | As of December 31, 2022, the Company had $ 14.5 million in assets held for sale which primarily consisted of property and equipment. (in thousands) Held for sale assets as of December 31, 2022 $ 14,521 Assets moved to held for sale 10,411 Non-cash settlement ( 2,481 ) Impairments ( 1,994 ) Assets sold ( 3,268 ) Held for sale assets as of June 30, 2023 $ 17,189 Held for sale liabilities as of December 31, 2022 $ — Liabilities moved to held for sale ( 1,997 ) Liabilities settled associated with held for sale assets 1,997 Held for sale liabilities as of June 30, 2023 $ — |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | As of June 30, 2023 and December 31, 2022, notes payable consisted of the following: June 30, 2023 December 31, 2022 Stated Interest Rate Effective Interest Rate Maturity Date Net Book Value of Collateral (in thousands) Promissory notes dated December 21, 2022 (1) $ 70,839 $ 71,500 7.53 % (4) 7.86 % 1/1/2028 $ 156,667 Promissory note dated December 22, 2022 (2) 18,687 18,900 7.30 % (4) 7.38 % 12/22/2032 $ 9,375 Promissory notes dated October 1, 2021 (3) 5,856 6,095 8.14 % (4) 8.29 % 10/1/2027 $ 11,555 Promissory note dated December 22, 2022 5,500 5,500 10.00 % (4) 10.00 % 12/22/2023 (5) Promissory notes acquired in October 2021 1,778 5,338 (6) (4) (6) (6) (6) Promissory note of consolidated variable-interest entity dated February 1, 2022 1,045 1,200 8.00 % (4) 8.00 % 12/31/2025 — Total notes payable 103,705 108,533 Less: debt discount ( 1,671 ) ( 1,833 ) Less: current portion of notes payable ( 9,076 ) ( 12,453 ) Notes payable, net (7) $ 92,958 $ 94,247 (1) In connection with the closing of these four promissory notes, the Company entered into an interest rate swap to fix the interest rate at 7.53 % for the term of the notes. See Note 23 in the 2022 Form 10-K fo r further details. These promissory notes contain customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, among other things, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, fixed charge ratio coverage, and liquidity covenant test. The covenants commence on June 30, 2023 and are measured semi-annually, except for certain covenants which were measured starting as of December 31, 2022. In May 2023, the Company amended the terms of the agreement in respect to the covenant requirements, excluding balloon payments from certain covenant calculations. (2) Promissory note bears interest at 7.30 % per annum until December 21, 2027. Thereafter, interest will accrue at a rate equal to the five-year treasury rate in effect as of December 12, 2027 plus 3.50 %. The promissory note contains customary restrictive covenants pertaining to our operations, including, among other things, limitations on the amount of debt and subsidiary debt that may be incurred and the ability to pledge assets, as well as financial covenant requirements, among other things, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, covenant to liquidity and debt principal test, and a global debt service coverage ratio. The covenants commence on December 31, 2022 and December 31, 2023 and are measured annually. (3) On November 15, 2022 , the Company closed on the refinancing of our promissory notes dated October 1, 2021 to extend the maturity date by five years and fix the interest rate at 8.14 %. During the three months ended March 31, 2023, the Company determined to reposition the collateralized assets to held for sale as part of its continued efforts to optimize our assets and resources in the markets in which it serves. The Company expects to sell the assets, which primarily consist of property and equipment, within the near-term. (4) Interest payments are due monthly . (5) Promissory note is secured by the acquired membership interest in Formula 420 Cannabis LLC. See Note 4 in the 2022 Form 10-K fo r further details . (6) Seven promissory notes were acquired during the year ending December 31, 2021. Interest rates range from 0.00 % to 5.50 % , with a weighted average interest rate of 5.38 % as of June 30, 2023. Maturity dates range from July 2023 to April 2026 . Of the seven acquired promissory notes, three remain outstanding as of June 30, 2023. The three notes are secured by various assets that approximate the value of the underlying notes of $ 1.8 million as of June 30, 2023 . (7) In addition to the notes payable listed in the above table, the Company entered into a letter of credit in October 2022 for up to $ 1.5 million, for which there have been no draws as of June 30, 2023 . The letter of credit is payable on demand, has an interest rate of 6.25 %, and must be drawn on by October 2023 or will expire. |
Schedule of Stated Maturities of Notes Payable | As of June 30, 2023, stated maturities of notes payable are as follows: (in thousands) Six months ended December 31, 2023 $ 7,788 2024 3,232 2025 3,888 2026 3,044 2027 69,352 Thereafter 16,401 Total $ 103,705 |
Private Placement Notes (Tables
Private Placement Notes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Private Placement Notes Payable | As of June 30, 2023 and December 31, 2022, private placement notes payable consisted of the following: June 30, 2023 December 31, 2022 Stated Interest Rate Effective Interest Rate Maturity Date (in thousands) 2026 Notes - Tranche One $ 350,000 $ 350,000 8.00 % 8.52 % 10/6/2026 2026 Notes - Tranche Two 75,000 75,000 8.00 % 8.43 % 10/6/2026 June Notes 70,000 70,000 9.75 % 13.32 % 6/11/2024 November Notes 60,000 60,000 9.75 % 13.43 % 6/11/2024 Total private placement notes 555,000 555,000 Less: Unamortized debt discount and issuance costs ( 10,534 ) ( 13,336 ) Less: current portion of private placement notes, net ( 125,861 ) — Private placement notes, net $ 418,605 $ 541,664 |
Summary of Scheduled Maturities of Principal Portion of Private Placement Notes, Outstanding | Stated maturities of the principal portion of private placement notes outstanding as of June 30, 2023, are as follows: Year (in thousands) Six months ending December 31, 2023 $ — 2024 130,000 2025 — 2026 425,000 2027 — Thereafter — Total private placement notes $ 555,000 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Components of Lease Cost | The following table provides the components of lease cost recognized within the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended June 30, Statement of Operations 2023 2022 2023 2022 (in thousands) Operating lease cost Cost of goods sold, sales and marketing, general and administrative $ 5,289 $ 5,515 $ 10,200 $ 10,979 Finance lease cost: Amortization of lease assets Cost of goods sold and Depreciation and amortization 2,578 2,581 5,353 4,986 Interest on lease liabilities Interest expense 1,613 1,568 3,221 3,056 Finance lease cost 4,191 4,149 8,574 8,042 Variable lease cost Cost of goods sold, sales and marketing, general and administrative 2,450 1,878 4,716 3,792 Short term lease expense Cost of goods sold, sales and marketing, general and administrative 166 156 369 255 Total lease cost $ 12,096 $ 11,698 $ 23,859 $ 23,068 |
Schedule of Other Information Related to Operating and Finance Leases | Other information related to operating and finance lease s is as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,005 $ 5,271 $ 10,067 $ 10,166 Operating cash flows from finance leases $ 1,612 $ 1,559 $ 3,267 $ 3,047 Financing cash flows from finance leases $ 1,748 $ 1,721 $ 3,671 $ 3,075 ASC 842 lease additions and modifications: Operating leases $ 6,406 $ 2,404 $ 11,008 $ 11,970 Finance leases $ 173 $ 12,112 $ 116 $ 18,413 June 30, 2023 December 31, 2022 Weighted average discount rate: Operating leases 10.00 % 9.29 % Finance leases 9.00 % 8.66 % Weighted average remaining lease term (in years): Operating leases 9.1 8.3 Finance leases 7.7 7.8 |
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, 2023 are as follows: Operating Leases Finance Leases (in thousands) Six months ending December 31, 2023 $ 9,719 $ 6,831 2024 20,420 13,680 2025 20,359 13,470 2026 19,708 12,605 2027 19,103 11,703 Thereafter 75,826 43,358 Total undiscounted lease liabilities 165,135 101,647 Less: Interest ( 54,736 ) ( 29,436 ) Total present value of minimum lease payments 110,399 72,211 Lease liabilities- current portion ( 9,668 ) ( 7,595 ) Lease liabilities $ 100,731 $ 64,616 |
Construction Finance Liabilit_2
Construction Finance Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023, are as follows: Year (in thousands) Six months ending December 31, 2023 $ 8,325 2024 17,043 2025 17,521 2026 18,013 2027 18,519 Thereafter 302,424 Total future payments 381,845 Less: Interest ( 243,582 ) Total present value of minimum payments 138,263 Construction finance liabilities - current portion ( 1,324 ) Construction finance liabilities $ 136,939 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Warrants Outstanding and Exercisable | Number Weighted average exercise price Weighted average Outstanding and exercisable as of January 1, 2023 1,679 $ 1,125 0.31 Granted — — — Exercised — — — Expired ( 1,679 ) 1,125 — Outstanding and exercisable as of June 30, 2023 — $ — — |
Schedule of Share-Based Compensation Expense | The Company recorded share-based compensation for stock options as follows: Three Months Ended June 30, Six Months Ended June 30, Statement of operations location 2023 2022 2023 2022 (in thousands) Cost of goods sold $ 19 $ ( 56 ) $ 35 $ 70 General and administrative ( 275 ) 2,195 469 3,936 Sales and marketing 13 439 33 729 Total share-based compensation expense $ ( 243 ) $ 2,578 $ 537 $ 4,735 |
Schedule of Stock Option Activity | The number and weighted-average exercise prices and remaining contractual life of options as of June 30, 2023 were as follows: Number of options Weighted average exercise price Weighted average remaining contractual life (Yrs.) Aggregate intrinsic value Outstanding, January 1, 2023 3,177,815 $ 25.96 5.41 $ — Granted — — Exercised — — Forfeited ( 334,864 ) 30.29 Outstanding, June 30, 2023 2,842,951 $ 25.45 4.66 $ — Exercisable, June 30, 2023 2,222,348 $ 25.67 3.59 $ — |
Schedule of Restricted Stock Units Activity | The following is a summary of RSU activity for the six months ended June 30, 2023 Number of Weighted average Unvested balance as of January 1, 2023 720,707 $ 22.36 Granted — Vested — Forfeited ( 102,064 ) 23.03 Unvested balance as of June 30, 2023 618,643 $ 22.21 |
RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Restricted Stock Units Activity | The Company recorded share-based compensation for RSUs as follows: Three Months Ended June 30, Six Months Ended June 30, Statement of operations location 2023 2022 2023 2022 (in thousands) Cost of goods sold $ 41 $ 258 $ 260 $ 458 General and administrative 601 2,567 1,920 4,462 Sales and marketing 76 300 159 612 Total share-based compensation expense $ 718 $ 3,125 $ 2,339 $ 5,532 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator (in thousands, except share and per share amounts) Continuing operations Net loss from continuing operations $ ( 342,304 ) $ ( 18,787 ) $ ( 376,626 ) $ ( 45,831 ) Less: Net loss attributable to non-controlling interest ( 2,353 ) ( 1,530 ) ( 3,337 ) ( 2,037 ) Net loss from continuing operations available to common shareholders of Trulieve Cannabis Corp. $ ( 339,951 ) $ ( 17,257 ) $ ( 373,289 ) $ ( 43,794 ) Discontinued operations Net loss from discontinued operations $ ( 64,568 ) $ ( 5,234 ) $ ( 95,877 ) $ ( 10,672 ) Less: Net loss attributable to non-controlling interest ( 670 ) — ( 1,193 ) — Net loss from discontinued operations excluding non-controlling interest $ ( 63,898 ) $ ( 5,234 ) $ ( 94,684 ) $ ( 10,672 ) Denominator Weighted average number of common shares outstanding - Basic and diluted 189,054,359 187,174,176 188,976,834 187,124,886 Loss per Share - Continuing operations Basic and diluted loss per share $ ( 1.80 ) $ ( 0.09 ) $ ( 1.98 ) $ ( 0.23 ) Loss per Share - Discontinued operations Basic and diluted loss per share $ ( 0.34 ) $ ( 0.03 ) $ ( 0.50 ) $ ( 0.06 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options 2,842,951 3,465,639 2,985,093 3,547,090 Restricted share units 618,643 1,035,762 655,474 1,057,043 Warrants 9,496 767,500 93,444 2,201,764 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 and 2022. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) (Loss) Income before provision for income taxes $ ( 308,277 ) $ 26,455 $ ( 307,142 ) $ 42,553 Provision for income taxes $ 34,027 $ 45,242 $ 69,484 $ 88,384 Effective tax rate ( 11 %) 171 % ( 23 %) 208 % |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Summary of Assets and Liabilities, Loss from Discontinued Operations and Cash Flow Including Continuing from Discontinued Operations | The assets and liabilities associated with discontinued operations consisted of the following as June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (in thousands) Assets associated with discontinued operations Cash $ 1,835 $ 5,702 Accounts receivable, net 2,744 2,936 Inventories, net 3,230 21,310 Income tax receivable 2,718 2,267 Prepaids expenses and other current assets 947 1,486 Deferred tax asset — 766 Property and equipment, net — 53,687 Right of use assets - operating, net — 1,769 Right of use assets - finance, net — 5,736 Intangible assets, net — 27,849 Other assets 2,013 2,638 Total assets associated with discontinued operations $ 13,487 $ 126,146 Liabilities associated with discontinued operations Accounts payable and accrued liabilities $ 1,120 $ 1,617 Deferred revenue — 109 Operating lease liabilities - current portion 70 93 Finance lease liabilities - current portion 427 456 Construction finance liability - current portion 1,794 — Operating lease liabilities 14,686 16,428 Finance lease liabilities 2,829 5,890 Construction finance liability 25,237 45,217 Other long-term liabilities 156 154 Total liabilities associated with discontinued operations $ 46,319 $ 69,964 The following table summarizes the Company's income (loss) from discontinued operations for the three and six months ended June 30, 2023 and 2022. The gain and loss resulting from the forgiveness of intercompany payables has been eliminated in consolidation. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Revenues, net of discounts $ 4,472 $ 6,444 $ 8,347 $ 14,231 Cost of goods sold 22,872 7,663 26,972 17,155 Gross margin ( 18,400 ) ( 1,219 ) ( 18,625 ) ( 2,924 ) Expenses: Operating expenses 1,994 2,984 4,382 6,049 Impairment and disposal of long-lived assets, net 41,639 — 69,275 — Total Expenses 43,633 2,984 73,657 6,049 Income (loss) from operations ( 62,033 ) ( 4,203 ) ( 92,282 ) ( 8,973 ) Other (expense) income: Interest expense ( 1,589 ) ( 1,534 ) ( 3,178 ) ( 3,058 ) Other income, net — 30 22 60 Total other expense, net ( 1,589 ) ( 1,504 ) ( 3,156 ) ( 2,998 ) Loss before provision for income taxes ( 63,622 ) ( 5,707 ) ( 95,438 ) ( 11,971 ) Income tax (provision) benefit ( 946 ) 473 ( 439 ) 1,299 Net loss from discontinued operations, net of tax (provision) benefit ( 64,568 ) ( 5,234 ) ( 95,877 ) ( 10,672 ) Less: Net loss attributable to non-controlling interest from discontinued operations ( 670 ) — ( 1,193 ) — Net loss from discontinued operations excluding non-controlling interest $ ( 63,898 ) $ ( 5,234 ) $ ( 94,684 ) $ ( 10,672 ) The condensed consolidated statements of cash flows include continuing operations and discontinued operations. The following table summarizes the depreciation of long-lived assets, amortization of long-lived assets, and capital expenditures of discontinued operations for the three and six months ended June 30, 2023 and 2022. Six Months Ended June 30, 2023 2022 Depreciation $ 2,917 $ 2,875 Amortization $ 535 $ 2,795 Purchases of property plant and equipment $ 67 $ 685 Loss on impairment of long-lived assets $ 69,275 $ — Other noncash investing and financing activities Noncash partial extinguishment of construction finance liability $ 18,486 $ — |
Schedule of Future minimum Lease Payments for Construction Finance Liability | Future minimum lease payments for the construction finance liabilities as of June 30, 2023, are as follows: Year (in thousands) Six months ending December 31, 2023 $ 8,325 2024 17,043 2025 17,521 2026 18,013 2027 18,519 Thereafter 302,424 Total future payments 381,845 Less: Interest ( 243,582 ) Total present value of minimum payments 138,263 Construction finance liabilities - current portion ( 1,324 ) Construction finance liabilities $ 136,939 |
Discontinued Operations | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of Future minimum Lease Payments for Construction Finance Liability | Future minimum lease payments for the construction finance liability as of June 30, 2023, are as follows: Year (in thousands) Six months ending December 31, 2023 $ 2,682 2024 5,455 2025 5,619 2026 5,788 2027 5,961 Thereafter 18,427 Total future payments 43,932 Less: Interest ( 16,901 ) Total present value of minimum payments 27,031 Construction finance liability - current portion ( 1,794 ) Construction finance liability $ 25,237 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 and December 31, 2022. The assets and liabilities in the table below include third-party assets and liabilities of our VIEs only and exclude intercompany balances that eliminate in consolidation as included on our condensed consolidated balance sheets. June 30, 2023 December 31, 2022 (in thousands) Current assets: Cash $ 6,703 $ 7,349 Accounts receivable, net 1,208 597 Inventories, net 8,359 7,590 Prepaids and other current assets 514 46 Total current assets 16,784 15,582 Property and equipment, net 27,923 25,994 Right of use asset - operating, net 2,817 — Right of use asset - finance, net 275 224 Intangible assets, net 17,830 17,947 Other assets 147 344 Total assets $ 65,776 $ 60,091 Current liabilities: Accounts payable and accrued liabilities $ 2,188 $ 3,713 Income tax payable 2,538 1,615 Deferred revenue 1 6 Finance lease liability - current portion 55 41 Total current liabilities 4,782 5,375 Notes payable 1,045 1,200 Operating lease liability 2,892 — Finance lease liability 229 185 Deferred tax liabilities 3,663 4,101 Other long-term liabilities 796 625 Total liabilities $ 13,407 $ 11,486 |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Right of Use Assets and Lease Liabilities under ASC 842 | As of June 30, 2023, and December 31, 2022, under ASC 842, the Company had the following related party operating leases on the condensed consolidated balance sheets: As of June 30, 2023 As of December 31, 2022 (in thousands) Right-of-use assets, net $ 755 $ 820 Lease liabilities: Lease liabilities - current portion $ 121 $ 113 Lease liabilities 679 751 Total related parties lease liabilities $ 800 $ 864 |
Revenue Disaggregation (Tables)
Revenue Disaggregation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Revenues Comprised | Net revenues are comprised of the following for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Retail $ 271,888 $ 297,603 $ 546,733 $ 587,645 Wholesale, licensing, and other 9,907 16,236 20,276 36,755 Revenue, net of discounts $ 281,795 $ 313,839 $ 567,009 $ 624,400 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Settlement of previous litigation | $ 22,500 | $ 22,500 | ||||
Litigation settlement amount paid in cash | 17,000 | |||||
Litigation settlement amount relieved | 5,500 | 5,500 | ||||
Loyalty liability | 5,100 | 5,100 | $ 8,900 | |||
Customer credit balance in deferred revenue | 700 | 700 | 500 | |||
Reduction in accrual of revenue due to termination of loyalty program | $ 4,700 | |||||
Impairments and disposals of long-lived assets, net | 3,310 | $ 5,055 | 6,689 | $ 21,516 | ||
Impairment of goodwill | $ 307,590 | $ 0 | 307,590 | $ 0 | ||
Fair value liabilities transfers amount | $ 0 | $ 0 | ||||
Property and Equipment and Intangible Assets [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Impairments and disposals of long-lived assets, net | 30,300 | |||||
Discontinued Operations | Property and Equipment and Intangible Assets [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Impairments and disposals of long-lived assets, net | 27,600 | |||||
Continuing Operations | Property and Equipment and Intangible Assets [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Impairments and disposals of long-lived assets, net | $ 2,700 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule Of Fair Value Of Financial Instruments By Class (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | ||
Money Market Funds | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Cash and cash equivalents, fair value disclosure | $ 95,545 | $ 340 | [1] | |
Money Market Funds | Level 1 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Cash and cash equivalents, fair value disclosure | 95,545 | 340 | [1] | |
Interest Rate Swap | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Financial liabilities fair value disclosure | 1,544 | 2,536 | [2] | |
Interest Rate Swap | Level 2 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Financial liabilities fair value disclosure | $ 1,544 | 2,536 | [2] | |
Warrant Liability | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Financial liabilities fair value disclosure | [3] | 252 | ||
Warrant Liability | Level 2 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Financial liabilities fair value disclosure | [3] | $ 252 | ||
[1] Money market funds are included within cash and cash equivalents and restricted cash in the Company’s condensed consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximate fair value. The Company recorded interest income of $ 1.1 million and $ 1.8 million during the three and six months ended June 30, 2023 in relation to money market funds. The fair value of the interest rate swap liability is recorded in other long-term liabilities on the condensed consolidated balance sheets. In November 2022 the Company entered into an interest rate swap contract ("VNB Swap") for the purpose of hedging the variability of interest expense and interest payments on the Company's long-term variable debt. The VNB Swap is carried at fair value which is based on a valuation model that utilizes interest rate yield curves and credit spreads observable in active markets as the significant inputs to the model. The Company considers credit risk associated with its own standing as well as the credit standing of any counterparties involved in the valuation of its financial instruments. The total fair value and carrying value of the Company's liability warrants is recorded to warrant liabilities on the condensed consolidated balance sheets . All remaining liability warrants expired during the three months ended June 30, 2023. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule Of Fair Value Of Financial Instruments By Class (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||
Interest income | $ 1.1 | $ 1.8 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade receivables | $ 9,846 | $ 8,482 |
Less: allowance for credit losses | (2,833) | (1,975) |
Accounts receivable, net | $ 7,013 | $ 6,507 |
Notes Receivable - Schedule of
Notes Receivable - Schedule of Notes Receivable (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable | $ 12,677 | $ 12,807 |
Less: discount on notes receivable | (68) | (87) |
Total notes receivable, net of discounts | 12,609 | 12,720 |
Less: current portion of notes receivable | (754) | (728) |
Notes receivable, net | 11,855 | 11,992 |
Promissory Note Acquired in October 2021 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable | $ 7,847 | $ 8,205 |
Stated Interest Rate | 7.50% | 7.50% |
Maturity Date | Nov. 09, 2025 | Nov. 09, 2025 |
Promissory Note Dated November 15, 2021 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable | $ 4,830 | $ 4,602 |
Stated Interest Rate | 9.75% | 9.75% |
Maturity Date | Nov. 14, 2024 | Nov. 14, 2024 |
Notes Receivable - Schedule o_2
Notes Receivable - Schedule of Notes Receivable (Parenthetical) (Details) | Jun. 30, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Effective Interest Rate | 10.77% |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Other income | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Interest income | $ 0.3 | $ 0.3 | $ 0.6 | $ 0.7 |
Notes Receivable - Schedule o_3
Notes Receivable - Schedule of Stated Maturities of Notes Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Six months ending December 31, 2023 | $ 370 | |
2024 | 5,614 | |
2025 | 6,693 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Total | 12,677 | $ 12,807 |
Less: discount on notes receivable | (68) | (87) |
Total notes receivable, net of discounts | $ 12,609 | $ 12,720 |
Inventories - Summary of Invent
Inventories - Summary of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Total Raw Material | $ 59,115 | $ 71,173 |
Work in process | 134,167 | 158,448 |
Total inventories, net | 252,785 | 276,505 |
Cannabis Plants | ||
Inventory [Line Items] | ||
Total Raw Material | 17,064 | 21,523 |
Packaging and Supplies | ||
Inventory [Line Items] | ||
Total Raw Material | 42,051 | 49,650 |
Unmedicated | ||
Inventory [Line Items] | ||
Finished Goods | 5,915 | 7,323 |
Medicated | ||
Inventory [Line Items] | ||
Finished Goods | $ 53,588 | $ 39,561 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 838,865 | $ 813,981 |
Less: accumulated depreciation | (163,269) | (125,866) |
Total property and equipment | 675,596 | 688,115 |
Total property and equipment, net | 708,655 | 743,260 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 34,485 | 38,485 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 514,711 | 497,493 |
Furniture and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 288,831 | 277,164 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 838 | 839 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Construction in progress | $ 33,059 | $ 55,145 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Expenses Related to Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Interest expense | $ (214) | $ (1,160) | $ (795) | $ (2,640) |
Cost of goods sold and Depreciation and amortization | 19,334 | 18,587 | 38,331 | 32,685 |
Total | 19,120 | 17,427 | 37,536 | 30,045 |
Gain (loss) on disposal of long-lived assets | 45,800 | |||
Impairments and disposals of long-lived assets, net | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment of property and equipment | 0 | 0 | 2,712 | 330 |
Gain (loss) on disposal of long-lived assets | 3,927 | 5,076 | 3,667 | 8,067 |
Loss on impairment and disposal of property and equipment | $ 3,927 | $ 5,076 | $ 6,379 | $ 8,397 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,103,281 | $ 1,096,517 |
Accumulated Amortization | 151,821 | 111,720 |
Net Book Value | 951,460 | 984,797 |
Licenses | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,046,544 | 1,044,161 |
Accumulated Amortization | 124,186 | 89,367 |
Net Book Value | 922,358 | 954,794 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 27,430 | 27,430 |
Accumulated Amortization | 15,122 | 12,530 |
Net Book Value | 12,308 | 14,900 |
Internal Use Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 20,911 | 16,528 |
Accumulated Amortization | 5,112 | 3,065 |
Net Book Value | 15,799 | 13,463 |
Tradenames | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,861 | 4,862 |
Accumulated Amortization | 4,049 | 3,506 |
Net Book Value | 812 | 1,356 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,535 | 3,536 |
Accumulated Amortization | 3,352 | 3,252 |
Net Book Value | $ 183 | $ 284 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 20.2 | $ 20.5 | $ 40.1 | $ 41.1 |
Gain on sale of intangible assets | $ 3 | $ 3 | ||
Weighted average amortization period remaining for intangible assets | 12 years 10 months 24 days | 12 years 10 months 24 days |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Six Months Ending December 31, 2023 | $ 40,592 | |
2024 | 79,744 | |
2025 | 76,677 | |
2026 | 74,105 | |
2027 | 71,604 | |
Thereafter | 608,738 | |
Net Book Value | $ 951,460 | $ 984,797 |
Held for Sale - Additional Info
Held for Sale - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
loss on the impairment and disposal of held for sale assets | $ 1.8 | $ 2.6 | $ 2.6 | ||
Maximum | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
loss on the impairment and disposal of held for sale assets | $ 0.1 | ||||
Prepaid Expenses and Other Current Assets | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Assets held for sale | $ 17.2 | $ 17.2 | $ 14.5 |
Held for Sale - Summary of Held
Held for Sale - Summary of Held for Sale Assets (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |
Held for sale assets, Beginning balance | $ 14,521 |
Assets moved to held for sale | 10,411 |
Non-cash settlement | (2,481) |
Impairments | (1,994) |
Assets sold | (3,268) |
Held for sale assets, Ending balance | 17,189 |
Liabilities moved to held for sale | (1,997) |
Liabilities settled associated with held for sale assets | $ 1,997 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Nov. 15, 2022 | |
Notes Payable [Line Items] | |||
Total notes payable | $ 103,705 | $ 108,533 | |
Less: debt discount, current | (1,671) | (1,833) | |
Less: current portion of notes payable | (9,076) | (12,453) | |
Notes payable, net | $ 92,958 | 94,247 | |
Effective Interest Rate | 10.77% | ||
Promissory notes dated December 21, 2022 | |||
Notes Payable [Line Items] | |||
Total notes payable | $ 70,839 | 71,500 | |
Stated Interest Rate | 7.53% | ||
Effective Interest Rate | 7.86% | ||
Debt Instrument, Maturity Date | Jan. 01, 2028 | ||
Net Book Value Of Collateral | $ 156,667 | ||
Promissory note dated December 22, 2022 | |||
Notes Payable [Line Items] | |||
Total notes payable | $ 18,687 | 18,900 | |
Stated Interest Rate | 7.30% | ||
Effective Interest Rate | 7.38% | ||
Debt Instrument, Maturity Date | Dec. 22, 2032 | ||
Net Book Value Of Collateral | $ 9,375 | ||
Promissory notes dated October 1, 2021 | |||
Notes Payable [Line Items] | |||
Total notes payable | $ 5,856 | 6,095 | |
Stated Interest Rate | 8.14% | 8.14% | |
Effective Interest Rate | 8.29% | ||
Debt Instrument, Maturity Date | Oct. 01, 2027 | ||
Net Book Value Of Collateral | $ 11,555 | ||
Promissory note dated December 22, 2022 | |||
Notes Payable [Line Items] | |||
Total notes payable | $ 5,500 | 5,500 | |
Stated Interest Rate | 10% | ||
Effective Interest Rate | 10% | ||
Debt Instrument, Maturity Date | Dec. 22, 2023 | ||
Promissory notes acquired in Harvest Acquisition | |||
Notes Payable [Line Items] | |||
Total notes payable | $ 1,778 | 5,338 | |
Promissory note of consolidated variable-interest entity dated February 1, 2022 | |||
Notes Payable [Line Items] | |||
Total notes payable | $ 1,045 | $ 1,200 | |
Stated Interest Rate | 8% | ||
Effective Interest Rate | 8% | ||
Debt Instrument, Maturity Date | Dec. 31, 2025 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Parenthetical) (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Nov. 15, 2022 | Oct. 31, 2021 | Mar. 31, 2023 PromissoryNote | Jun. 30, 2023 USD ($) | Dec. 31, 2021 PromissoryNote | Oct. 31, 2022 USD ($) | |
Notes Payable [Line Items] | ||||||
Effective Interest Rate | 10.77% | |||||
Letter of credit | $ | $ 1.5 | |||||
Letter of credit interest rate | 6.25% | |||||
Promissory notes dated December 21, 2022 | ||||||
Notes Payable [Line Items] | ||||||
Notes payable, commencement date | Dec. 21, 2022 | |||||
Debt instrument, frequency of interest payment | monthly | |||||
Notes payable, annual interest rate | 7.53% | |||||
Effective Interest Rate | 7.86% | |||||
Promissory note dated December 22, 2022 | ||||||
Notes Payable [Line Items] | ||||||
Notes payable, commencement date | Dec. 22, 2022 | |||||
Debt instrument, frequency of interest payment | monthly | |||||
Notes payable, annual interest rate | 7.30% | |||||
Effective Interest Rate | 7.38% | |||||
Debt instrument, interest rate, basis for effective rate | Promissory note bears interest at 7.30% per annum until December 21, 2027. Thereafter, interest will accrue at a rate equal to the five-year treasury rate in effect as of December 12, 2027 plus 3.50%. | |||||
Five-year treasury rate in effect, plus percentage | 3.50% | |||||
Promissory notes dated October 1, 2021 | ||||||
Notes Payable [Line Items] | ||||||
Notes payable, commencement date | Oct. 01, 2021 | Oct. 01, 2021 | ||||
Refinancing debt closure date | Nov. 15, 2022 | |||||
Debt instrument, frequency of interest payment | monthly | |||||
Notes payable, annual interest rate | 8.14% | 8.14% | ||||
Refinancing debt instrument term | 5 years | |||||
Notes payable, maturity description | extend the maturity date by five years | |||||
Effective Interest Rate | 8.29% | |||||
Promissory note dated December 22, 2022 | ||||||
Notes Payable [Line Items] | ||||||
Notes payable, commencement date | Dec. 22, 2022 | |||||
Debt instrument, frequency of interest payment | monthly | |||||
Notes payable, annual interest rate | 10% | |||||
Effective Interest Rate | 10% | |||||
Promissory notes acquired in Harvest Acquisition | ||||||
Notes Payable [Line Items] | ||||||
Debt instrument, frequency of interest payment | monthly | |||||
Number of promissory notes, acquired | PromissoryNote | 7 | |||||
Number of remaining outstanding promissory notes | PromissoryNote | 3 | |||||
Debt instrument description | Of the seven acquired promissory notes, three remain outstanding as of June 30, 2023. The three notes are secured by various assets that approximate the value of the underlying notes of $1.8 million as of June 30, 2023. | |||||
Promissory notes, secured of underlying notes | $ | $ 1.8 | |||||
Notes payable, maturity month and year range, start | 2023-07 | |||||
Notes payable, maturity month and year range, end | 2026-04 | |||||
Promissory notes acquired in Harvest Acquisition | Minimum | ||||||
Notes Payable [Line Items] | ||||||
Notes payable, annual interest rate | 0% | |||||
Promissory notes acquired in Harvest Acquisition | Maximum | ||||||
Notes Payable [Line Items] | ||||||
Notes payable, annual interest rate | 5.50% | |||||
Promissory notes acquired in Harvest Acquisition | Weighted Average | ||||||
Notes Payable [Line Items] | ||||||
Notes payable, annual interest rate | 5.38% | |||||
Promissory note of consolidated variable-interest entity dated February 1, 2022 | ||||||
Notes Payable [Line Items] | ||||||
Notes payable, commencement date | Feb. 01, 2022 | |||||
Debt instrument, frequency of interest payment | monthly | |||||
Notes payable, annual interest rate | 8% | |||||
Effective Interest Rate | 8% |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Notes Payables Interest Expense Incurred | $ 2.1 | $ 0.2 | $ 4.2 | $ 0.3 |
Notes payable, accretion expense | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 |
Notes Payable - Schedule of Sta
Notes Payable - Schedule of Stated Maturities of Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Six months ended December 31, 2023 | $ 7,788 | |
2024 | 3,232 | |
2025 | 3,888 | |
2026 | 3,044 | |
2027 | 69,352 | |
Thereafter | 16,401 | |
Total notes payable | $ 103,705 | $ 108,533 |
Private Placement Notes - Addit
Private Placement Notes - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 28, 2022 USD ($) | Oct. 06, 2021 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2019 USD ($) Warrant $ / shares shares | |
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 10.77% | 10.77% | |||||
Accretion expense | $ 1,400,000 | $ 1,300,000 | $ 2,800,000 | $ 2,500,000 | |||
Interest Expense Incurred | $ 13,000,000 | $ 13,500,000 | 25,900,000 | 25,800,000 | |||
Repaid principal amount | $ 4,828,000 | $ 2,486,000 | |||||
June Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument term | 5 years | ||||||
Debt instrument face amount | $ 70,000,000 | ||||||
Stated Interest Rate | 9.75% | 9.75% | |||||
Warrants to purchase of shares | shares | 1,470,000 | ||||||
Warrants exercise price | (per share) | $ / shares | $ 13.47 | ||||||
Notes payable, annual interest rate | 9.75% | 9.75% | |||||
Debt instrument, interest rate | 13.32% | 13.32% | |||||
Warrants exercise price | $ / shares | $ 13.47 | ||||||
Debt instrument, maturity date | Jun. 11, 2024 | ||||||
November Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument term | 5 years | ||||||
Debt instrument face amount | $ 60,000,000 | ||||||
Stated Interest Rate | 9.75% | 9.75% | |||||
Warrants to purchase of shares | shares | 1,560,000 | ||||||
Warrants exercise price | (per share) | $ / shares | $ 980 | ||||||
Denominations value of note issued | $ 1,000 | ||||||
Number of warrants in denominations | Warrant | 26 | ||||||
Debt instrument exercised period | 3 years | ||||||
Notes payable, annual interest rate | 9.75% | 9.75% | |||||
Debt instrument, interest rate | 13.43% | 13.43% | |||||
Warrants exercise price | $ / shares | $ 980 | ||||||
Debt instrument, maturity date | Jun. 11, 2024 | ||||||
2026 Notes - Tranche One | |||||||
Debt Instrument [Line Items] | |||||||
Stated Interest Rate | 8% | 8% | 8% | ||||
Notes payable, annual interest rate | 8% | 8% | 8% | ||||
Debt instrument, interest rate | 8.52% | 8.52% | |||||
Gross proceeds from private placement | $ 350,000,000 | ||||||
Net proceeds from private placement | $ 342,600,000 | ||||||
Debt instrument, maturity date | Oct. 06, 2026 | ||||||
2026 Notes - Tranche Two | |||||||
Debt Instrument [Line Items] | |||||||
Stated Interest Rate | 8% | 8% | 8% | ||||
Notes payable, annual interest rate | 8% | 8% | 8% | ||||
Debt instrument, interest rate | 8.43% | 8.43% | |||||
Gross proceeds from private placement | $ 76,900,000 | ||||||
Net proceeds from private placement | $ 75,600 | ||||||
Debt instrument, maturity date | Oct. 06, 2026 |
Private Placement Notes - Assum
Private Placement Notes - Assumptions Used in Black-Scholes Option Pricing Model for Warrants (Details) | Dec. 31, 2019 $ / shares |
June Notes | |
Debt Instrument [Line Items] | |
Exercise price at grant date (C$) | $ 13.47 |
November Notes | |
Debt Instrument [Line Items] | |
Exercise price at grant date (C$) | $ 980 |
Private Placement Notes - Sched
Private Placement Notes - Schedule of Private Placement Notes Payable (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2022 | Jan. 28, 2022 | Oct. 06, 2021 | |
Debt Instrument [Line Items] | ||||
Total private placement notes | $ 555,000 | $ 555,000 | ||
Less: Unamortized debt discount & issuance costs | (10,534) | (13,336) | ||
Less: current portion of private placement notes, net | (125,861) | 0 | ||
Private placement notes, net | $ 418,605 | 541,664 | ||
Effective Interest Rate | 10.77% | |||
2026 Notes - Tranche One | ||||
Debt Instrument [Line Items] | ||||
Total private placement notes | $ 350,000 | 350,000 | ||
Stated Interest Rate | 8% | 8% | ||
Effective Interest Rate | 8.52% | |||
Maturity Date | Oct. 06, 2026 | |||
2026 Notes - Tranche Two | ||||
Debt Instrument [Line Items] | ||||
Total private placement notes | $ 75,000 | 75,000 | ||
Stated Interest Rate | 8% | 8% | ||
Effective Interest Rate | 8.43% | |||
Maturity Date | Oct. 06, 2026 | |||
June Notes | ||||
Debt Instrument [Line Items] | ||||
Total private placement notes | $ 70,000 | 70,000 | ||
Stated Interest Rate | 9.75% | |||
Effective Interest Rate | 13.32% | |||
Maturity Date | Jun. 11, 2024 | |||
November Notes | ||||
Debt Instrument [Line Items] | ||||
Total private placement notes | $ 60,000 | $ 60,000 | ||
Stated Interest Rate | 9.75% | |||
Effective Interest Rate | 13.43% | |||
Maturity Date | Jun. 11, 2024 |
Private Placement Notes - Summa
Private Placement Notes - Summary of Scheduled Maturities of Principal Portion of Private Placement Notes Outstanding (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 130,000 | |
2026 | 425,000 | |
Total private placement notes | $ 555,000 | $ 555,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | |
Lessee, Lease, Description [Line Items] | |||
Loss on disposal of right of use assets | $ 10.5 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 8 years | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 9 years | ||
Loss on disposal of right of use assets | $ 0.1 | ||
Real Estate Assets | Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 5 years | ||
Real Estate Assets | Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 10 years | ||
Other Leased Assets | Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 3 years | ||
Other Leased Assets | Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 5 years | ||
New Lease Agreement [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Maximum exposure estimated contractual obligation | $ 5.8 | ||
New Lease Agreement [Member] | Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Undiscounted future minimum lease payments | 2.5 | ||
New Lease Agreement [Member] | Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Potential additional payments under contractual obligation | $ 3.3 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Finance lease cost: | ||||
Finance lease cost | $ 4,191 | $ 4,149 | $ 8,574 | $ 8,042 |
Total lease cost | 12,096 | 11,698 | 23,859 | 23,068 |
Cost of Goods Sold, Sales and Marketing, General and Administrative | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | 5,289 | 5,515 | 10,200 | 10,979 |
Finance lease cost: | ||||
Variable lease cost | 2,450 | 1,878 | 4,716 | 3,792 |
Short term lease expense | 166 | 156 | 369 | 255 |
Cost of Goods Sold and Depreciation and Amortization | ||||
Finance lease cost: | ||||
Amortization of lease assets | 2,578 | 2,581 | 5,353 | 4,986 |
Interest Expense | ||||
Finance lease cost: | ||||
Interest on lease liabilities | $ 1,613 | $ 1,568 | $ 3,221 | $ 3,056 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||||
Operating cash flows from operating leases | $ 5,005 | $ 5,271 | $ 10,067 | $ 10,166 | |
Operating cash flows from finance leases | 1,612 | 1,559 | 3,267 | 3,047 | |
Financing cash flows from finance leases | 1,748 | 1,721 | 3,671 | 3,075 | |
Operating leases, lease assets obtained in exchange for new lease liabilities | 6,406 | 2,404 | 11,008 | 11,970 | |
Finance leases, lease assets obtained and modified in exchange for new lease liabilities | $ 173 | $ 12,112 | $ 116 | $ 18,413 | |
Operating leases, weighted average discount rate | 10% | 10% | 9.29% | ||
Finance leases, weighted average discount rate | 9% | 9% | 8.66% | ||
Operating leases, weighted average remaining lease term (in years) | 9 years 1 month 6 days | 9 years 1 month 6 days | 8 years 3 months 18 days | ||
Finance leases, weighted average remaining lease term (in years) | 7 years 8 months 12 days | 7 years 8 months 12 days | 7 years 9 months 18 days |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments under Non-cancellable Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Lease | ||
Six months ending December 31, 2023 | $ 9,719 | |
2024 | 20,420 | |
2025 | 20,359 | |
2026 | 19,708 | |
2027 | 19,103 | |
Thereafter | 75,826 | |
Total undiscounted lease liabilities | 165,135 | |
Less: Interest | (54,736) | |
Total related parties lease liabilities | 110,399 | |
Operating lease liabilities - current portion | (9,668) | $ (10,344) |
Operating lease liabilities | 100,731 | 100,531 |
Finance Lease | ||
Six months ending December 31, 2023 | 6,831 | |
2024 | 13,680 | |
2025 | 13,470 | |
2026 | 12,605 | |
2027 | 11,703 | |
Thereafter | 43,358 | |
Total undiscounted lease liabilities | 101,647 | |
Less: Interest | (29,436) | |
Total present value of minimum lease payments | 72,211 | |
Finance lease liabilities - current portion | (7,595) | (8,271) |
Finance lease liabilities | $ 64,616 | $ 69,948 |
Construction Finance Liabilit_3
Construction Finance Liabilities - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 31, 2021 USD ($) Option | Oct. 31, 2019 USD ($) Option | Jun. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Construction Finance Liability [Line Items] | ||||||||
Loss on disposal of long-lived assets | $ 45.8 | |||||||
Construction finance liability interest expense | $ 4.1 | $ 3.9 | 8.2 | $ 7.7 | ||||
Hancock | ||||||||
Construction Finance Liability [Line Items] | ||||||||
Tenant improvements allowance | $ 12.9 | |||||||
Tenant improvements allowance received | 12.3 | $ 12.3 | ||||||
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 | 19.1 | $ 19.1 | 19.7 | |||||
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. | |||||||
Florida | ||||||||
Construction Finance Liability [Line Items] | ||||||||
Proceeds from sale of property | $ 17 | |||||||
Construction finance liability | 17.8 | $ 17.8 | 17.7 | |||||
Pennsylvania | ||||||||
Construction Finance Liability [Line Items] | ||||||||
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 | 42.1 | 42.1 | 41.8 | |||||
Alachua | ||||||||
Construction Finance Liability [Line Items] | ||||||||
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 | $ 59.2 | $ 59.2 | $ 59.2 | |||||
Loss on disposal of long-lived assets | $ (42.4) |
Construction Finance Liabilit_4
Construction Finance Liabilities - Schedule of Future minimum Lease Payments for Construction Finance Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Construction Finance Liability [Abstract] | ||
Six months ending December 31, 2023 | $ 8,325 | |
2024 | 17,043 | |
2025 | 17,521 | |
2026 | 18,013 | |
2027 | 18,519 | |
Thereafter | 302,424 | |
Total future payments | 381,845 | |
Less: Interest | (243,582) | |
Total present value of minimum payments | 138,263 | |
Construction finance liabilities - current portion | (1,324) | $ (1,189) |
Construction finance liabilities | $ 136,939 | $ 137,144 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
Oct. 31, 2021 | Jun. 30, 2023 | |
Class Of Stock [Line Items] | ||
Share based compensation unvested options, unrecognized compensation cost | $ 2 | |
Share based compensation unvested options, unrecognized compensation expense weighted average recognition period | 7 months 9 days | |
RSUs | ||
Class Of Stock [Line Items] | ||
Share based compensation unvested options, unrecognized compensation cost | $ 4.8 | |
Share based compensation unvested options, unrecognized compensation expense weighted average recognition period | 7 months 28 days | |
Harvest Liability Warrants | Liability Warrants | ||
Class Of Stock [Line Items] | ||
Number of warrants acquired | 1,679 |
Equity - Schedule of Number and
Equity - 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, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Number of warrants, Outstanding, Beginning Balance | 1,679 | |
Number of Warrants, Expired | (1,679) | |
Number of warrants, Outstanding, Ending Balance | 1,679 | |
Weighted average exercise price, Beginning Balance | $ 1,125 | |
Weighted average exercise price, Expired | $ 1,125 | |
Weighted average exercise price, Ending Balance | $ 1,125 | |
Weighted Average Remaining Contractual Life (Yrs), Outstanding and exercisable | 3 months 21 days |
Equity - Schedule of Share Base
Equity - Schedule of Share Based Compensation Arrangements by Share-Based Payment Award (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share based compensation expense | $ (243) | $ 2,578 | $ 537 | $ 4,735 |
RSUs | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share based compensation expense | 718 | 3,125 | 2,339 | 5,532 |
Cost of Goods Sold | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share based compensation expense | 19 | (56) | 35 | 70 |
Cost of Goods Sold | RSUs | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share based compensation expense | 41 | 258 | 260 | 458 |
General and Administrative Expenses | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share based compensation expense | (275) | 2,195 | 469 | 3,936 |
General and Administrative Expenses | RSUs | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share based compensation expense | 601 | 2,567 | 1,920 | 4,462 |
Sales and Marketing | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share based compensation expense | 13 | 439 | 33 | 729 |
Sales and Marketing | RSUs | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share based compensation expense | $ 76 | $ 300 | $ 159 | $ 612 |
Equity - Schedule of Stock Opti
Equity - Schedule of Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Options Outstanding, Beginning balance | 3,177,815 | |
Number of options, Forfeited | (334,864) | |
Number of Options Outstanding, Ending balance | 2,842,951 | 3,177,815 |
Number of options, Exercisable | 2,222,348 | |
Weighted average exercise price Outstanding, beginning balance | $ 25.96 | |
Weighted average exercise price, Forfeited | 30.29 | |
Weighted average exercise price Outstanding, Ending balance | 25.45 | $ 25.96 |
Weighted average exercise price, Exercisable | $ 25.67 | |
Weighted Average Remaining Contractual Life (Yrs) Outstanding | 4 years 7 months 28 days | 5 years 4 months 28 days |
Weighted Average Remaining Contractual Life (Yrs), Exercisable | 3 years 7 months 2 days |
Equity - Schedule of Restricted
Equity - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of warrants, Outstanding, Beginning Balance | shares | 720,707 |
Number of shares/warrants, Forfeited | shares | (102,064) |
Number of warrants, Outstanding, Ending Balance | shares | 618,643 |
Weighted average exercise price, Beginning Balance | $ / shares | $ 22.36 |
Weighted average price, Forfeited | $ / shares | 23.03 |
Weighted average exercise price, Ending Balance | $ / shares | $ 22.21 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss from continuing operations | $ (342,304) | $ (18,787) | $ (376,626) | $ (45,831) |
Less: Net loss attributable to non-controlling interest | (2,353) | (1,530) | (3,337) | (2,037) |
Net loss from continuing operations available to common shareholders of Trulieve Cannabis Corp. | (339,951) | (17,257) | (373,289) | (43,794) |
Net loss from discontinued operations | (64,568) | (5,234) | (95,877) | (10,672) |
Less: Net loss attributable to non-controlling interest | (670) | 0 | (1,193) | 0 |
Net loss from discontinued operations excluding non-controlling interest | $ (63,898) | $ (5,234) | $ (94,684) | $ (10,672) |
Weighted average number of common shares outstanding | 189,054,359 | 187,174,176 | 188,976,834 | 187,124,886 |
Diluted weighted average number of common shares outstanding | 189,054,359 | 187,174,176 | 188,976,834 | 187,124,886 |
Basic loss per share Continuing operations | $ (1.8) | $ (0.09) | $ (1.98) | $ (0.23) |
Diluted loss per share Continuing operations | (1.8) | (0.09) | (1.98) | (0.23) |
Basic loss per share Discontinued operations | (0.34) | (0.03) | (0.5) | (0.06) |
Diluted loss per share Discontinued operations | $ (0.34) | $ (0.03) | $ (0.5) | $ (0.06) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share based awards | 2,842,951 | 3,465,639 | 2,985,093 | 3,547,090 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share based awards | 618,643 | 1,035,762 | 655,474 | 1,057,043 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share based awards | 9,496 | 767,500 | 93,444 | 2,201,764 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock, shares issued | 185,987,512 | 185,987,512 |
Common stock, shares outstanding | 185,987,512 | 185,987,512 |
Not Contractually Issuable Until 2024 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Fully vested RSUs | 2,900,000 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
(Loss) Income before provision for income taxes | $ (308,277) | $ 26,455 | $ (307,142) | $ 42,553 |
Provision for income taxes | $ 34,027 | $ 45,242 | $ 69,484 | $ 88,384 |
Effective tax rate | (11.00%) | 171% | (23.00%) | 208% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 49.5 | $ 41.8 |
Increase in uncertain tax positions | $ 7.7 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Assets and Liabilities Associated with Discontinued Operations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Assets associated with discontinued operations | ||||
Cash | $ 1,800 | $ 5,700 | $ 14,900 | $ 4,000 |
Massachusetts and Nevada Operations | Disposed of by Sale | ||||
Assets associated with discontinued operations | ||||
Cash | 1,835 | 5,702 | ||
Accounts receivable, net | 2,744 | 2,936 | ||
Inventories, net | 3,230 | 21,310 | ||
Income tax receivable | 2,718 | 2,267 | ||
Prepaids expenses and other current assets | 947 | 1,486 | ||
Deferred tax asset | 0 | 766 | ||
Property and equipment, net | 0 | 53,687 | ||
Right of use assets - operating, net | 0 | 1,769 | ||
Right of use assets - finance, net | 0 | 5,736 | ||
Intangible assets, net | 0 | 27,849 | ||
Other assets | 2,013 | 2,638 | ||
Total assets associated with discontinued operations | 13,487 | 126,146 | ||
Liabilities associated with discontinued operations | ||||
Accounts payable and accrued liabilities | 1,120 | 1,617 | ||
Deferred revenue | 0 | 109 | ||
Operating lease liabilities - current portion | 70 | 93 | ||
Finance lease liabilities - current portion | 427 | 456 | ||
Construction finance liability - current portion | 1,794 | 0 | ||
Operating lease liabilities | 14,686 | 16,428 | ||
Finance lease liabilities | 2,829 | 5,890 | ||
Construction finance liability | 25,237 | 45,217 | ||
Other long-term liabilities | 156 | 154 | ||
Total liabilities associated with discontinued operations | $ 46,319 | $ 69,964 |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Income (Loss) from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Other (expense) income: | ||||
Income tax (provision) benefit | $ (946) | $ 473 | $ (439) | $ 1,299 |
Net loss from discontinued operations, net of tax (provision) benefit | (64,568) | (5,234) | (95,877) | (10,672) |
Less: Net loss attributable to non-controlling interest from discontinued operations | (670) | 0 | (1,193) | 0 |
Net loss from discontinued operations excluding non-controlling interest | (63,898) | (5,234) | (94,684) | (10,672) |
Massachusetts and Nevada Operations | Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues, net of discounts | 4,472 | 6,444 | 8,347 | 14,231 |
Cost of goods sold | 22,872 | 7,663 | 26,972 | 17,155 |
Gross margin | (18,400) | (1,219) | (18,625) | (2,924) |
Expenses: | ||||
Operating expenses | 1,994 | 2,984 | 4,382 | 6,049 |
Impairment and disposal of long-lived assets, net | 41,639 | 0 | 69,275 | 0 |
Total Expenses | 43,633 | 2,984 | 73,657 | 6,049 |
Income (Loss) from operations | (62,033) | (4,203) | (92,282) | (8,973) |
Other (expense) income: | ||||
Interest expense | (1,589) | (1,534) | (3,178) | (3,058) |
Other income, net | 0 | 30 | 22 | 60 |
Total other expense, net | (1,589) | (1,504) | (3,156) | (2,998) |
Loss before provision for income taxes | (63,622) | (5,707) | (95,438) | (11,971) |
Income tax (provision) benefit | (946) | 473 | (439) | 1,299 |
Net loss from discontinued operations, net of tax (provision) benefit | (64,568) | (5,234) | (95,877) | (10,672) |
Less: Net loss attributable to non-controlling interest from discontinued operations | (670) | 0 | (1,193) | 0 |
Net loss from discontinued operations excluding non-controlling interest | $ (63,898) | $ (5,234) | $ (94,684) | $ (10,672) |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Gain (loss) on extinguishment on result of lease reassessment | $ 18.5 |
Loss on disposal of related property and improvements | $ 45.8 |
Massachusetts | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Finance lease liability, initial term | 10 years |
Finance lease liability, extended term | 1 year |
Finance lease liability, expiration date | Dec. 31, 2030 |
Discontinued Operations - Sum_3
Discontinued Operations - Summary of Depreciation, Amortization, Loss on Impairment of Long-lived Assets, and Capital Expenditures of Discontinued Operations (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Other noncash investing and financing activities | ||
Noncash partial extinguishment of construction finance liability | $ 18,486 | |
Massachusetts and Nevada Operations | Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation | 2,917 | $ 2,875 |
Amortization | 535 | 2,795 |
Purchases of property plant and equipment | 67 | 685 |
Loss on impairment of long-lived assets | 69,275 | 0 |
Other noncash investing and financing activities | ||
Noncash partial extinguishment of construction finance liability | $ 18,486 | $ 0 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Future minimum Lease Payments for Construction Finance Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Six months ending December 31, 2023 | $ 8,325 | |
2024 | 17,043 | |
2025 | 17,521 | |
2026 | 18,013 | |
2027 | 18,519 | |
Thereafter | 302,424 | |
Total future payments | 381,845 | |
Less: Interest | (243,582) | |
Total present value of minimum payments | 138,263 | |
Construction finance liability - current portion | (1,324) | $ (1,189) |
Construction finance liability | 136,939 | $ 137,144 |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Six months ending December 31, 2023 | 2,682 | |
2024 | 5,455 | |
2025 | 5,619 | |
2026 | 5,788 | |
2027 | 5,961 | |
Thereafter | 18,427 | |
Total future payments | 43,932 | |
Less: Interest | (16,901) | |
Total present value of minimum payments | 27,031 | |
Construction finance liability - current portion | (1,794) | |
Construction finance liability | $ 25,237 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Variable Interest Entity [Line Items] | |||||
Loss on impairment and disposal of long-lived assets, net | $ 3,310 | $ 5,055 | $ 6,689 | $ 21,516 | |
Variable Interest Entities | |||||
Variable Interest Entity [Line Items] | |||||
Cash | 800 | $ 400 | |||
Business combination consideration transferred equity interests issued and issuable | 1,700 | $ 1,700 | |||
Loss on impairment and disposal of long-lived assets, net | 800 | ||||
Loss on deconsolidation of variable interest entity | 10,000 | 10,000 | |||
Minority ownership interest received cash | $ 1,800 | $ 1,800 | |||
Maximum | |||||
Variable Interest Entity [Line Items] | |||||
Ownership interests | 95% | ||||
Minimum | |||||
Variable Interest Entity [Line Items] | |||||
Ownership interests | 46% |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Assets and Liabilities of Company's VIEs (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Accounts receivable, net | $ 7,013 | $ 6,507 |
Inventories, net | 252,785 | 276,505 |
Prepaid and other current assets | 42,867 | 62,278 |
Total current assets | 474,837 | 593,511 |
Property and equipment, net | 708,655 | 743,260 |
Right of use assets - operating, net | 98,654 | 99,610 |
Right of use assets - finance, net | 62,876 | 70,495 |
Intangible assets, net | 951,460 | 984,797 |
Other assets | 14,427 | 12,768 |
TOTAL ASSETS | 2,808,682 | 3,400,373 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 75,457 | 82,090 |
Notes payable - current portion | 9,076 | 12,453 |
Income tax payable | 0 | 49,790 |
Deferred revenue | 5,784 | 9,393 |
Operating lease liability - current portion | 9,668 | 10,344 |
Finance lease liabilities - current portion | 7,595 | 8,271 |
Total current liabilities | 240,587 | 210,470 |
Notes payable, net | 92,958 | 94,247 |
Operating lease liability | 100,731 | 100,531 |
Finance lease liability | 64,616 | 69,948 |
Deferred tax liabilities | 211,901 | 224,696 |
Other long-term liabilities | 37,424 | 26,027 |
TOTAL LIABILITIES | 1,346,669 | 1,472,669 |
Variable Interest Entity, Primary Beneficiary | ||
Current Assets: | ||
Cash | 6,703 | 7,349 |
Accounts receivable, net | 1,208 | 597 |
Inventories, net | 8,359 | 7,590 |
Prepaid and other current assets | 514 | 46 |
Total current assets | 16,784 | 15,582 |
Property and equipment, net | 27,923 | 25,994 |
Right of use assets - operating, net | 2,817 | |
Right of use assets - finance, net | 275 | 224 |
Intangible assets, net | 17,830 | 17,947 |
Other assets | 147 | 344 |
TOTAL ASSETS | 65,776 | 60,091 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 2,188 | 3,713 |
Income tax payable | 2,538 | 1,615 |
Deferred revenue | 1 | 6 |
Finance lease liabilities - current portion | 55 | 41 |
Total current liabilities | 4,782 | 5,375 |
Notes payable, net | 1,045 | 1,200 |
Operating lease liability | 2,892 | |
Finance lease liability | 229 | 185 |
Deferred tax liabilities | 3,663 | 4,101 |
Other long-term liabilities | 796 | 625 |
TOTAL LIABILITIES | $ 13,407 | $ 11,486 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Expenses recognized for related party leases | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Related Parties - Right of Use
Related Parties - Right of Use Assets and Lease Liabilities under ASC 842 (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Operating | ||
Right-of-use asset, net | $ 98,654 | $ 99,610 |
Lease liabilities - current portion | 9,668 | 10,344 |
Operating lease liabilities | 100,731 | 100,531 |
Total related parties lease liabilities | 110,399 | |
Various Related Parties | ||
Operating | ||
Right-of-use asset, net | 755 | 820 |
Lease liabilities - current portion | 121 | 113 |
Operating lease liabilities | 679 | 751 |
Total related parties lease liabilities | $ 800 | $ 864 |
Revenue Disaggregation - Schedu
Revenue Disaggregation - Schedule of Net Revenues Comprised (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | $ 281,795 | $ 313,839 | $ 567,009 | $ 624,400 |
Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | 271,888 | 297,603 | 546,733 | 587,645 |
Wholesale, Licensing and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | $ 9,907 | $ 16,236 | $ 20,276 | $ 36,755 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Loss Contingencies [Line Items] | ||
Estimates related to various sales tax | $ 0.8 | |
Contingent Liabilities | ||
Loss Contingencies [Line Items] | ||
Estimates related to various sales tax | $ 3 | |
Pending Litigation | Contingent Liabilities | ||
Loss Contingencies [Line Items] | ||
Contingent liabilities | $ 1.6 | $ 31.7 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Events - 2021 Omnibus Incentive Plan - Certain Employees and Directors | 1 Months Ended |
Jul. 31, 2023 shares | |
Subsequent Event [Line Items] | |
Stock options granted | 1,754,817 |
Stock Options | Maximum | |
Subsequent Event [Line Items] | |
Vesting period | 3 years |
Restricted Share Units | |
Subsequent Event [Line Items] | |
Restricted share units granted | 3,017,294 |
Restricted Share Units | Maximum | |
Subsequent Event [Line Items] | |
Vesting period | 3 years |