Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 01, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | TRULIEVE CANNABIS CORP. | |
Entity Central Index Key | 0001754195 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56248 | |
Entity Incorporation, State or Country Code | A1 | |
Entity Tax Identification Number | 84-2231905 | |
Entity Address, Address Line One | 6749 Ben Bostic Road | |
Entity Address, City or Town | Quincy | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32351 | |
City Area Code | 850 | |
Local Phone Number | 480-7955 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Title of 12(g) Security | Subordinate Voting Shares, no par value | |
Subordinate Voting Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 69,520,970 | |
Multiple Voting Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 56,482,769 |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and Cash Equivalents | $ 162,450 | $ 146,713 |
Accounts Receivable | 2,617 | 308 |
Inventories | 103,910 | 98,312 |
Prepaid Expenses and Other Current Assets | 25,180 | 19,815 |
Total Current Assets | 294,157 | 265,148 |
Property and Equipment, Net | 365,141 | 317,701 |
Right of Use Asset - Operating, Net | 30,051 | 28,171 |
Right of Use Asset - Finance, Net | 38,380 | 36,904 |
Intangible Assets, Net | 91,968 | 90,144 |
Goodwill | 70,208 | 74,100 |
Other Assets | 7,549 | 3,944 |
TOTAL ASSETS | 897,455 | 816,112 |
Current Liabilities: | ||
Accounts Payable and Accrued Liabilities | 42,038 | 41,902 |
Income Tax Payable | 42,415 | 5,875 |
Deferred Revenue | 6,780 | 7,178 |
Notes Payable - Current Portion | 2,000 | 2,000 |
Notes Payable - Related Party - Current Portion | 12,011 | |
Operating Lease Liability - Current Portion | 3,324 | 3,154 |
Finance Lease Liability - Current Portion | 4,344 | 3,877 |
Total Current Liabilities | 100,900 | 75,997 |
Long-Term Liabilities: | ||
Notes Payable | 4,000 | 4,000 |
Notes Payable - Related Party | 12,000 | |
Operating Lease Liability | 28,326 | 26,450 |
Finance Lease Liability | 36,294 | 35,058 |
Other Long-Term Liabilities | 121,817 | 121,080 |
Construction Finance Liability | 86,445 | 82,047 |
Deferred Tax Liability | 22,089 | 23,575 |
TOTAL LIABILITIES | 411,871 | 368,207 |
SHAREHOLDERS' EQUITY | ||
Additional Paid-in-Capital | 291,385 | 275,644 |
Warrants | 44,431 | 52,570 |
Accumulated Earnings | 149,768 | 119,690 |
TOTAL SHAREHOLDERS' EQUITY | 485,584 | 447,904 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 897,455 | $ 816,112 |
Unaudited Interim Condensed C_2
Unaudited Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Statement Of Financial Position [Abstract] | ||
Common stock, no par value | ||
Common stock, shares authorized, unlimited [Fixed List] | Unlimited | Unlimited |
Common stock, shares issued | 120,176,539 | 119,573,998 |
Common stock, shares outstanding | 120,176,539 | 119,573,998 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues, Net of Discounts | $ 193,823 | $ 96,057 |
Cost of Goods Sold | 58,559 | 22,226 |
Gross Profit | 135,264 | 73,831 |
Expenses: | ||
General and Administrative | 12,709 | 6,259 |
Sales and Marketing | 44,558 | 22,866 |
Depreciation and Amortization | 5,434 | 2,194 |
Total Expenses | 62,701 | 31,319 |
Income from Operations | 72,563 | 42,512 |
Other Income (Expense): | ||
Interest Expense, Net | (7,899) | (5,912) |
Other (Expense) Income, Net | (38) | 4,899 |
Total Other Expense | (7,937) | (1,013) |
Income Before Provision for Income Taxes | 64,627 | 41,499 |
Provision for Income Taxes | 34,549 | 17,894 |
Net Income and Comprehensive Income | $ 30,078 | $ 23,605 |
Basic Net Income per Common Share | $ 0.25 | $ 0.21 |
Diluted Net Income per Common Share | $ 0.24 | $ 0.20 |
Weighted average number of common shares used in computing net income per common share: | ||
Basic | 119,892,507 | 110,346,346 |
Diluted | 127,589,096 | 115,235,740 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Super Voting Shares | Multiple Voting Shares | Subordinate Voting Shares | Common Shares | Additional Paid-in-Capital | Warrants | Accumulated Earnings |
Beginning Balance at Dec. 31, 2019 | $ 132,883 | $ 76,192 | $ 56,691 | |||||
Beginning Balance (in shares) at Dec. 31, 2019 | 67,813,300 | 6,661,374 | 35,871,672 | 110,346,346 | ||||
Share-based compensation | 1,222 | 1,222 | ||||||
Net Income and Comprehensive Income | 23,605 | 23,605 | ||||||
Ending Balance at Mar. 31, 2020 | 157,710 | 77,414 | 80,296 | |||||
Ending Balance (in shares) at Mar. 31, 2020 | 67,813,300 | 6,661,374 | 35,871,672 | 110,346,346 | ||||
Beginning Balance at Dec. 31, 2020 | 447,904 | 275,644 | $ 52,570 | 119,690 | ||||
Beginning Balance (in shares) at Dec. 31, 2020 | 58,182,500 | 1,439,037 | 59,952,461 | 119,573,998 | ||||
Share-based compensation | 741 | 741 | ||||||
Shares issued for cash - Warrant Exercise | 6,861 | 15,000 | (8,139) | |||||
Shares issued for cash - Warrant Exercise (in shares) | 469,133 | 469,133 | ||||||
Conversion of Warrants to Subordinate Voting Shares (in shares) | 133,408 | 133,408 | ||||||
Conversion of Multiple Voting to Subordinate Voting Shares (in shares) | (117,668) | 117,668 | ||||||
Conversion of Super Voting Shares to Subordinate Voting Shares (in shares) | (3,021,100) | 3,021,100 | ||||||
Conversion of Super Voting Shares to Multiple Voting Shares (in shares) | (55,161,400) | 55,161,400 | ||||||
Net Income and Comprehensive Income | 30,078 | 30,078 | ||||||
Ending Balance at Mar. 31, 2021 | $ 485,584 | $ 291,385 | $ 44,431 | $ 149,768 | ||||
Ending Balance (in shares) at Mar. 31, 2021 | 56,482,769 | 63,693,770 | 120,176,539 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net Income and Comprehensive Income | $ 30,078 | $ 23,605 |
Adjustments to Reconcile Net Income and Comprehensive Income to Net Cash Provided by Operating Activities: | ||
Depreciation and Amortization | 5,434 | 2,194 |
Depreciation and Amortization Included in Cost of Goods Sold, Net | 3,667 | 2,504 |
Non-Cash Interest Expense | (41) | 745 |
Amortization of Operating Lease Right of Use Assets | 1,573 | 944 |
Share-Based Compensation | 741 | 1,222 |
Accretion of Construction Finance Liability | 711 | 189 |
Loss on Fair Value of Warrants | (4,022) | |
Deferred Income Tax Expense | (1,487) | (540) |
Changes in Operating Assets and Liabilities: | ||
Inventories | (5,598) | (8,944) |
Accounts Receivable | (2,309) | |
Prepaid Expenses and Other Current Assets | (5,366) | (5,954) |
Other Assets | (3,605) | (1,693) |
Accounts Payable and Accrued Liabilities | 595 | (1,762) |
Operating Lease Liabilities | (141) | (3,499) |
Income Tax Payable | 36,540 | 18,430 |
Deferred Revenue | (399) | 500 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 60,393 | 23,920 |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Purchases of Property and Equipment | (49,401) | (27,603) |
Purchases of Property and Equipment from Construction | (3,687) | |
Capitalized Interest | (365) | (206) |
Acquisitions, Net of Cash Acquired | 91 | |
NET CASH USED IN INVESTING ACTIVITIES | (53,362) | (27,809) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Proceeds from Share Warrant Exercise | 6,861 | |
Proceeds from Construction Finance Liability | 3,687 | 14,201 |
Payments on Notes Payable - Related Party | (12) | (442) |
Payments on Lease Obligations | (1,830) | (871) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 8,706 | 12,888 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 15,737 | 8,999 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 146,713 | 91,813 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 162,450 | 100,812 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | 540 | 702 |
OTHER NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Purchase of Property and Equipment Financed with Accounts Payable | 13,155 | 3,324 |
Property and Equipment Acquired via Finance Leases | $ 3,246 | $ 3,015 |
The Company
The Company | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
The Company | NOTE 1. THE COMPANY Trulieve Cannabis Corp. (together with its subsidiaries, “Trulieve” or the “Company”) was incorporated in British Columbia, Canada. Trulieve (through its wholly-owned subsidiaries) is a vertically integrated cannabis company which currently holds licenses to operate in six states Florida, Massachusetts, California, Connecticut, Pennsylvania and West Virginia, to cultivate, produce, and sell medicinal-use cannabis products and, with respect to California and Massachusetts, adult-use cannabis products. All revenues are generated in the United States, and all long-lived assets are located in the United States. In July 2018, Trulieve, Inc. entered into a non-binding letter agreement (“Letter Agreement”) with Schyan Exploration Inc. (“Schyan”) whereby Trulieve, Inc. and Schyan have agreed to merge their respective businesses resulting in a reverse takeover of Schyan by Trulieve, Inc. and change the business of Schyan from a mining issuer to a marijuana issuer (the “Transaction”). The Transaction was completed in August 2018 and Schyan changed its name to Trulieve Cannabis Corp. The Company’s head office and principal address is located at 6749 Ben Bostic Road, Quincy, Florida 32351.The Company’s registered office is located at Suite 2800, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2Z7. The Company is listed on the Canadian Securities Exchange (the “CSE”) and began trading on September 24, 2018 under the ticker symbol “TRUL”. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | NOTE 2. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the consolidated financial condition, results of operations, comprehensive income, statement of shareholders’ equity, and cash flows of the Company for the interim periods presented. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the current year ending December 31, 2021. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2020 and 2019 (“2020 audited consolidated financial statements”). The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC and the instructions to Form 10-Q. Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements included in the 2020 Form 10-K. There have been no material changes to the Company’s significant accounting policies, except for the adoption of ASU 2019-12 as explained below. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 on January 1, 2021 and the adoption did not have a material impact on the Company’s consolidated financial statements. COVID-19 Pandemic The global outbreak of the novel strain of the coronavirus known as COVID-19 has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. In response to the outbreak, governmental authorities in the United States, Canada and internationally have introduced various recommendations and measures to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, quarantines, self-isolations, shelters-in-place and social distancing. Management has been closely monitoring the impact of COVID-19, with a focus in the health and safety of the Company’s employees, business continuity and supporting its communities. The Company has enacted various measures to reduce the spread of the virus, including implementing social distancing at its cultivation facilities and dispensaries, enhancing cleaning protocols at such facilities and dispensaries and encouraging employees to adhere to preventative measures recommended by local, state, and federal health officials. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3. ACQUISITIONS (a) PurePenn, LLC and Pioneer Leasing & Consulting, LLC On November 12, 2020, the Company acquired 100% of the membership interests of both PurePenn, LLC and Pioneer Leasing & Consulting, LLC (collectively “PurePenn”). The purpose of this acquisition was to acquire the cultivation and manufacturing facility located in McKeesport, Pennsylvania. Trulieve acquired PurePenn for an upfront payment of $46.0 million, comprised of $27.0 million or 1,298,964 in Trulieve subordinate voting shares (“Trulieve Shares”) and $19 million in cash, plus a potential earn-out payment of up to 2,405,488 Trulieve Shares based on the achievement of certain agreed upon EBITDA milestones. The earn-out period is through the end of 2021. The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations, and related operating results are included in the accompanying consolidated statements of operations and comprehensive income, consolidated balance sheet, changes in shareholders’ equity, and statement of cash flows for periods subsequent to the acquisition date. As of March 31, 2021, total transaction costs related to the acquisition were approximately $1.8 million. Goodwill arose because the consideration paid for the business acquisition reflected the benefit of expected revenue growth and future market development. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Goodwill is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of production, therefore goodwill is not deductible. The preliminary valuation was based on Management’s estimates and assumptions which are subject to change within the purchase price allocation period (generally one year from the acquisition date). The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the tangible and intangible assets acquired and the residual goodwill. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 19,000 Shares issued upon issuance 27,000 Contingent consideration payable in shares 50,000 Fair value of consideration exchanged $ 96,000 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 563 Accounts receivable 1,300 Prepaids and other current assets 376 Inventory 7,461 Property and equipment, net 26,233 Intangible assets: Tradename 580 Moxie license 2,960 State license 45,310 Goodwill 47,311 Other assets 478 Accounts payable and accrued expenses (2,189 ) Construction liability (17,413 ) Deferred tax liability (16,970 ) Total net assets acquired $ 96,000 (b) Keystone Relief Centers, LLC On November 12, 2020, the Company acquired 100% of the membership interests of Keystone Relief Centers, LLC (referred to herein as “Solevo Wellness”). The purpose of this acquisition was to acquire the licenses to operate three medical marijuana dispensaries in the Pittsburgh, Pennsylvania area. Trulieve acquired Solevo for an upfront purchase price of $20 million, comprised of $10 million in cash and $10 million or 481,097 in Trulieve Shares, plus a potential earn-out payment of up to 721,647 Trulieve Shares based on the achievement of certain agreed upon EBITDA milestones. The earn-out period is through the end of 2021. The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations, and related operating results are included in the accompanying consolidated statements of operations and comprehensive income, changes in shareholders’ equity, and statement of cash flows for periods of subsequent to the acquisition date. As of March 31, 2021, total transaction costs related to the acquisition were approximately $0.9 million. Goodwill arose because the consideration paid for the business acquisition reflected the benefit of expected revenue growth and future market development. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Goodwill is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of production, therefore goodwill is not deductible. During 2021, the purchase price allocations were finalized and adjustments, primarily to Net Working Capital, Goodwill and Intangible assets, were recorded by the Company. The following table summarizes the final allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 10,000 Shares issued upon issuance 10,000 Contingent consideration payable in shares 15,000 Net working capital adjustment 624 Fair value of consideration exchanged $ 35,624 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 1,229 Accounts receivable 117 Prepaids and other current assets 91 Inventory 2,337 Property and equipment, net 2,245 Right of use asset 2,156 Intangible assets: Dispensary License 19,890 Tradename 930 Goodwill 15,582 Accounts payable and accrued expenses (790 ) Lease liability (2,156 ) Deferred tax liability (6,007 ) Total net assets acquired $ 35,624 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 4. INVENTORY The Company’s inventory includes the following at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 (dollars in thousands) Raw Material Cannabis plants $ 13,497 $ 10,661 Harvested Cannabis and Packaging 13,323 11,233 Total Raw Material 26,820 21,894 Work in Process 51,511 54,781 Finished Goods-Unmedicated 4,333 3,908 Finished Goods-Medicated 21,245 17,730 Total Inventories $ 103,910 $ 98,312 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 5. PROPERTY & EQUIPMENT At March 31, 2021 and December 31, 2020, Property and Equipment consisted of the following: March 31, December 31, 2021 2020 (dollars in thousands) Land $ 5,022 $ 5,022 Buildings & Improvements 123,599 112,692 Construction in Progress 209,543 182,962 Furniture & Equipment 62,041 46,532 Vehicles 351 351 Total 400,556 347,559 Less: accumulated depreciation (35,415 ) (29,858 ) Total property and equipment, net $ 365,141 $ 317,701 For the three months ended March 31, 2021 and 2020, the Company capitalized interest of $0.4 million and $0.2 million, respectively. For the three months ended March 31, 2021 and 2020, there was depreciation expense of $5.6 million and $3.2 million, respectively. |
Intangible Assets & Goodwill
Intangible Assets & Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets & Goodwill | NOTE 6. INTANGIBLE ASSETS & GOODWILL At March 31, 2021 and December 31, 2020, definite-lived intangible assets consisted of the following: March 31, 2021 (dollars in thousands) Net amount Adjustments to purchase price allocation Additions from acquisitions Amortization expense Net amount Licenses $ 84,517 $ 3,800 $ — $ 1,461 $ 86,856 Moxie brand 2,828 — — 247 2,581 Tradenames 2,109 — — 214 1,895 Customer relationship 683 — — 50 633 Non-compete 7 — — 4 3 $ 90,144 $ 3,800 $ — $ 1,976 $ 91,968 December 31, 2020 Net Acquired license Additions from Amortization Net (dollars in thousands) amount agreements acquisitions expense amount Licenses $ 24,538 $ 887 $ 61,400 $ 2,308 $ 84,517 Moxie brand — — 2,960 132 2,828 Tradenames 800 — 1,510 201 2,109 Customer relationship 883 — — 200 683 Non-compete 25 — — 18 7 Trademarks 134 — — 134 — $ 26,380 $ 887 $ 65,870 $ 2,992 $ 90,144 Amortization expense for the three months ended March 31, 2021 and 2020 was $2.0 million and $0.3 million, respectively. The following table outlines the estimated future annual amortization expense related to intangible assets as of March 31, 2021: Estimated Three Months Ended March 31, Amortization (dollars in thousands) 2021 6,343 2022 8,077 2023 7,291 2024 6,319 2025 6,236 Thereafter 57,703 $ 91,968 Goodwill arose from the acquisition of PurePenn, LLC, Pioneer Leasing & Consulting and Solevo Wellness, see “Note 3 - Acquisitions” At March 31, 2021, Goodwill consisted of the following: (dollars in thousands) At January 1, 2020 $ 7,316 Acquisition of PurePenn, LLC and Pioneer Leasing & Consulting, LLC 47,311 Acquisition of Solevo Wellness 19,473 At December 31, 2020 $ 74,100 Adjustment to Purchase Price Allocation of Solevo Wellness (3,892 ) At March 31, 2021 $ 70,208 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7. NOTES PAYABLE At March 31, 2021 and December 31, 2020, notes payable consisted of the following: March 31, December 31, 2021 2020 (dollars in thousands) Promissory note dated April 10, 2017, with annual interest at 12%, due between April and July 2022 $ 4,000 $ 4,000 Promissory note dated December 7, 2017, with annual interest at 12%, secured by certain property located in Miami, FL due December 2021. 2,000 2,000 Less current portion (2,000 ) (2,000 ) Long Term Notes Payable $ 4,000 $ 4,000 Stated maturities of notes payable are as follows: As of Three Months Ended March 31, (dollars in thousands) 2021 2,000 2022 4,000 $ 6,000 |
Notes Payable Related Party
Notes Payable Related Party | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable Related Party [Abstract] | |
Notes Payable Related Party | NOTE 8. NOTES PAYABLE RELATED PARTY At March 31, 2021 and December 31, 2020, notes payable related party consisted of the following: March 31, December 31, 2021 2020 (dollars in thousands) Notes payable due to related parties, with varying interest rates between 8% to 12% annual, with varying maturity dates $ 12,000 $ 12,011 Less current portion — (12,011 ) Non-current portion $ 12,000 $ — Stated maturities of notes payable to related parties are as follows: As of Three Months Ended March 31, (dollars in thousands) 2022 $ 12,000 $ 12,000 In March 2021, the two unsecured promissory notes (the “Traunch Four Note” and the “Rivers Note”) were amended to extend the maturity one year to May 2022, all other terms remain unchanged. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 9. DEBT In 2019, the Company completed two private placement arrangements (the “June Notes” and the “November Notes”), each comprised of 5-year senior secured promissory notes with a face value of $70.0 million and $60.0 million, respectively. Both notes accrue interest at an annual rate of 9.75%, payable semi-annually, in equal installments, in arrears on June 18 and December 18 of each year. The purchasers of the June Notes received warrants to purchase 1,470,000 Subordinate Voting Shares and the purchasers of the November Notes received warrants to purchase 1,560,000 Subordinate Voting Shares, which can be exercised for three years after closing. The fair value of the June Notes was determined to be $63.9 million using an interest rate of 13.32% which the Company estimates would have been the coupon rate required to issue the June Notes had the financing not included the June Warrants. The fair value of the June Warrants was determined to be $4.7 million using the Black-Scholes option pricing model and the following assumptions: Share Price: C$14.48; Exercise Price: C$17.25; Expected Life: 3 years; Annualized Volatility: 49.96%; Dividend yield: 0%; Discount Rate: 1.92%; C$ Exchange Rate: 1.34. The fair value of the November Notes was determined to be $56.7 million using an interest rate of 13.43% which the Company estimates would have been the coupon rate required to issue the notes had the financing not included the November Warrants. The fair value of the November Warrants was determined to be $4.4 million using the Black-Scholes option pricing model and the following assumptions: Share Price: C$14.29; Exercise Price: C$17.25; Expected Life: 2.6 years; Annualized Volatility: 48.57%; Dividend yield: 0%; Discount Rate: 1.92%; C$ Exchange Rate: 1.32. For the three months ended March 31, 2021 and 2020 accretion expense of $0.7 million and $0.7 million respectively, was included in general and administrative expenses in the statements of operations and comprehensive income. Because of the Canadian denominated exercise price, the June and November Warrants did not qualify to be classified within equity and were therefore classified as derivative liabilities at fair value with changes in fair value charged or credited to earnings in the consolidated statements of operations and comprehensive income prior to December 10, 2020. On December 10, 2020, the Company entered into a Supplemental Warrant Indenture with Odyssey Trust Company pursuant to which it amended the terms of the issued and outstanding subordinate voting share purchase warrants of the Company (the “Public Warrants”) to convert the exercise price of the Public Warrants to $13.47 per share, the U.S. dollar equivalent of the Canadian dollar exercise price of the Public Warrants of C$17.25. The U.S. dollar exercise price was determined using the U.S. dollar exchange rate published by the Bank of Canada as at the close of business on December 9, 2020 of C$1.00 = $0.781. The June Notes and November Notes converted to equity as per ASC 815-40, at an expense of $25.5 million and $27.1 million, respectively. The $130.0 million principal amount of the June and November Notes are due in June 2024. Scheduled annual maturities of the principal portion of long-term debt outstanding at March 31, 2021 in the successive five-year period and thereafter are summarized below: Other Long-term As of Three Months Ended March 31, Liabilities (dollars in thousands) 2021 $ — 2022 — 2023 — 2024 130,000 2025 — Thereafter — Total Debt 130,000 Less: Unamortized debt issuance costs (12,097 ) Net Debt $ 117,903 The net debt of $117.9 million is recorded as other long-term liabilities in our consolidated balances sheet as of March 31, 2021. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | NOTE 10. LEASES The following table provides the components of lease cost recognized in the consolidated statement of operations and comprehensive income for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, Lease Cost 2021 2020 Operating lease cost 1,573 995 Finance lease cost: Amortization of lease assets 1,570 857 Interest on lease liabilities 779 406 Finance lease cost 2,349 1,263 Variable lease cost 395 93 Total lease cost $ 4,316 $ 2,351 Other information related to operating and finance leases as of and for the three months ended March 31, 2021 are as follows: Finance Lease Operating Lease Weighted average discount rate 8.31 % 8.65 % Weighted average remaining lease term (in years) 8.14 7.53 The maturity of the contractual undiscounted lease liabilities as of March 31, 2021 is as follows: Three Months Ended March 31, Finance Lease Operating Lease (dollars in thousands) Remainder of 2020 $ 5,644 $ 4,421 2022 7,249 5,854 2023 6,865 5,729 2024 6,364 5,379 2025 5,995 5,306 Thereafter 24,819 16,724 Total undiscounted lease liabilities 56,936 43,412 Interest on lease liabilities (16,299 ) (11,763 ) Total present value of minimum lease payments 40,637 31,650 Lease liability - current portion 4,344 3,324 Lease liability $ 36,294 $ 28,326 |
Construction Finance Liability
Construction Finance Liability | 3 Months Ended |
Mar. 31, 2021 | |
Construction Finance Liability [Abstract] | |
Construction Finance Liability | NOTE 11. CONSTRUCTION FINANCE LIABILITY In July 2019, the Company sold property it had recently acquired in Massachusetts for $3.5 million, which was the cost to the Company. In connection with the sale of this location, the Company agreed to lease the location back for cultivation. The landlord has agreed to provide a tenant improvement allowanace (“TI Allowance”) of $40.0 million, which was dispensed in its entirety as of December 31, 2020. The initial term of the agreement is ten years, with two options to extend the term for five years each. The initial payments are equal to 11% of the sum of the purchase price for the property and will increase when a draw is made on the TI Allowance. In addition, a 3% increase in payments will be applied annually after the first year. As of March 31, 2021, the total finance liability associated with this transaction is $44.1 million. In October 2019, the Company sold property in Florida in exchange for cash of $17.0 million. Concurrent with the closing of the purchase, the buyer entered into a lease agreement with the Company, for continued operation as a licensed medical cannabis cultivation facility. The initial term of the agreement is ten years, with two options to extend the term for five years each. The initial annualized payments are equal to 11% of the purchase price for the property. A 3% increase in payments will be applied annually after the first year. As of March 31, 2021, the total finance liability associated with this transaction is $17.2 million. In October 2019, prior to acquisition by the Company, PurePenn, LLC (“PurePenn”) sold their cannabis cultivation facility in Pennsylvania for $5.0 million. Simultaneously with the closing of the sale, PurePenn agreed to lease the cultivation facility back. of the TI allowance has been provided. As of March 31, 2021, the total finance liability associated with this transaction is $25.1 million Under the failed-sales-leaseback accounting model, the Company is deemed under GAAP to own the above mentioned real estate properties as financing arrangements since control was never transferred to the buyer-lessor. These agreements are presented on our consolidated balance sheet and depreciate over the assets' remaining useful life. |
Share Capital
Share Capital | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Share Capital | NOTE 12. SHARE CAPITAL The authorized share capital of the Company is comprised of the following: (i) Unlimited number of Subordinate Voting Shares Holders of the Subordinate Voting Shares are entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote. At each such meeting holders of Subordinate Voting Shares shall be entitled to one vote in respect of each Subordinate Voting Share held. Holders of Subordinate Voting Shares are entitled to receive as and when declared by the directors, dividends in cash or property of the Company. No dividend will be declared or paid on the Subordinate Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Multiple Voting Shares and Super Voting Shares. As of March 31, 2021, and 2020, there were 63,693,770 and 35,871,672 Subordinate Voting Shares issued and outstanding, respectively. (ii) Unlimited number of Multiple Voting Shares Holders of Multiple Voting shares are entitled to notice of and to attend any meetings of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company have the right to vote. At each such meeting, holders of Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (initially, 100 votes per Multiple Voting Share). The initial “Conversation Ratio” for Multiple Voting Shares is 100 Subordinate Voting shares for each Multiple Voting Share, subject to adjustment in certain events. Holders of Multiple Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefore, pari passu (on an as converted basis, assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares at the Conversion Ratio) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No As of March 31, 2021, and 2020, there were 564,828, and 66,614 Multiple Voting Shares issued and outstanding, respectively, which were equal to 56,482,769, and 6,661,374 Subordinate Voting Shares, respectively, if converted. (iii) Unlimited number of Super Voting Shares Holders of Super Voting Shares are entitled to notice of and to attend at any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote. At each such meeting, holders of Super Voting Shares are be entitled to two votes in respect of each Subordinate Voting Share into which such Super Voting Share could ultimately then be converted (initially, 200 votes per Super Voting Share). Holders of Super Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefore, pari passu (on an as converted to Subordinated Voting Share basis) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend is to be declared or paid on the Super Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares and Multiple Voting Shares. The initial “Conversion Ratio” for the Super Voting Shares is one Multiple Voting Share for each Super Voting Share, subject to adjustment in certain events. On March 21, 2021, in accordance with the terms of our Articles, an aggregate of 551,614 outstanding Super Voting Shares converted automatically, without any action by the holders of such Super Voting Shares, into an aggregate of 551,614 Multiple Voting Shares. As of March 31, 2021, no Super Voting Shares were issued or outstanding. |
Share Based Compensation
Share Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share Based Compensation | NOTE 13. SHARE BASED COMPENSATION Options The Company has a Stock Option Plan (the “Plan”) as administered by the Board of Directors of the Company. The aggregate number of Subordinate Voting Shares which may be reserved for issue under the Plan shall not exceed 10% of the issued and outstanding number of Subordinate Voting Shares. In determining the amount of share-based compensation related to options issued during the three months ended March 31, 2021, the Company used the Black-Scholes pricing model to establish the fair value of the options granted with the following assumptions: Three months ended March 31, 2021 Fair Value at Grant Date $ 11.20 Stock Price at Grant Date $ 33.42 Exercise Price at Grant Date $ 33.42 Expected Life in Years 3.00 Expected Volatility 49.88% Expected Annual Rate of Dividends 0% Risk Free Annual Interest Rate 0.11% The expected volatility was estimated by using the historical volatility of other companies that the Company considers comparable that have trading and volatility history prior to the Company becoming public. The expected life in years represents the period of time that options granted are expected to be outstanding. The risk-free rate was based on the United States three-year bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. On January 4, 2021, under the Plan, the Board awarded options to purchase shares to directors, officers, and key employees of the Company. In accordance with the Plan’s policy, the vesting period for employees is 15% vest on December 31, 2021, 25% vest on December 31, 2022, and 60% vest on December 31, 2023. For founding and non-founding members of the Board of Directors, 50% of the options vest on December 31, 2021, and 50% will vest on December 31, 2022. For the three months ended March 31, 2021, the Company recorded share-based compensation for all stock options in the amount of $0.7 million. This is recognized as $0.1 million Cost of Goods Sold, Net, $0.5 million General and Administrative and $0.1 million Sales and Marketing in the condensed consolidated interim statements of operations and comprehensive income. The number and weighted-average exercise prices and remaining contractual life of options at March 31, 2021 were as follows: Weighted Weighted Average average Remaining Number exercise Contractual of Options price Life (Yrs) Outstanding at January 1, 2021 1,129,774 $ 11.72 4.01 Granted 326,872 $ 33.42 4.76 Exercised — $ — — Forfeited — $ — — Outstanding, March 31, 2021 1,456,646 $ 16.59 4.05 Exercisable, March 31, 2021 554,459 $ 11.70 3.84 Warrants During the year ended December 31, 2018, the Company issued 8,784,872 warrants to certain employees and directors of the Company for past services provided. The warrants had no vesting conditions and are exercisable at any time for three years after the issuance, subject to certain lock-up provisions: (i) the warrants may not be exercised for 18 months following the Issue Date; (ii) 50% of the warrants may be exercised between months 19-24 following the Issue Date; and (iii) the remaining 50% of the warrants may be exercised at any time thereafter until expiration. The warrants are exchangeable into Subordinate Voting Shares. For the three months ended March 31, 2021 and 2020, no warrants related to share-based compensation were issued. The following table summarizes the warrants issued and outstanding to certain employees and directors of the Company as of December 31, 2019 and 2020 and the changes during the three months ended March 31, 2021: Weighted Weighted average Average Number exercise Remaining of price Contractual Warrants ($CAD) Life (Yrs) Outstanding as of December 31, 2019 8,784,872 6.00 1.72 Granted — — — Exercised (2,723,311 ) — — Outstanding as of December 31, 2020 6,061,561 6.00 0.72 Granted — — — Exercised (133,408 ) 6.00 — Forfeited (16,592 ) — — Outstanding as of March 31, 2021 5,911,561 6.00 0.48 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
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 for the three months ended March 31, 2021 and 2020: 2021 2020 (dollars in thousands) Net Income $ 30,078 $ 23,605 Weighted average number of common shares outstanding 119,892,507 110,346,346 Dilutive effect of warrants and options outstanding 7,696,589 4,889,394 Diluted weighted average number of common shares outstanding 127,589,096 115,235,740 Basic earnings per share $ 0.25 $ 0.21 Diluted earnings per share $ 0.24 $ 0.20 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15. INCOME TAXES The following table summaries the Company’s income tax expense and effective tax rate for the three months ended March 31, 2021 and 2020 Three Months Ended March 31, 2021 2020 (dollars in thousands) Income Before Provision for Income Taxes $ 64,627 $ 41,499 Provision for Income Taxes 34,549 17,894 Effective Tax Rate 53 % 43 % |
Related Party
Related Party | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party | NOTE 16. RELATED PARTIES The Company had raised funds by issuing notes to various related parties including directors, officers, and shareholders and the balance at March 31, 2021 and December 31, 2020 was $12.0 million and $12.0 million, respectively, as discussed in “Note 8 – Notes Payable Related Party” . J.T. Burnette, the spouse of Kim Rivers, the Chief Executive Officer and Chair of the board of directors of the Company, is a minority owner of a company (the “Supplier”) that provides construction and related services to the Company. The Supplier is responsible for the construction of the Company’s cultivation and processing facilities, and provides labor, materials and equipment on a cost-plus basis. At March 31, 2021 and 2020, property and equipment purchases totaled $29.3 million, and $21.5 million, respectively. As of March 31, 2021 and December 31, 2020, $12.5 million and $10.4 million of property and equipment purchases was included in accounts payable in the consolidated balance sheets. The use of the Supplier was reviewed and approved by the independent members of the Company’s board of directors, and all invoices of the Supplier are reviewed by the office of the Company’s Chief Legal Officer. The Company has many leases from various real estate holding companies that are managed by various related parties including Benjamin Atkins, a former director and current shareholder of the Company, and the Supplier. As of March 31, 2021, and December 31, 2020, under ASC 842, the Company had $14.9 million and $15.4 million of right-of-use assets in Property and Equipment, Net, respectively, and $16.0 million and $16.4 million of Lease Liability, respectively. As of March 31, 2021, and December 31, 2020, $1.9 million and $1.8 million, is included in Lease Liability – Current in the Condensed Consolidated Balance Sheet. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | NOTE 17. CONTINGENCIES (a) Operating Licenses Although the possession, cultivation and distribution of cannabis for medical use is permitted in Florida, California, Connecticut, Pennsylvania and West Virginia, 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, cash and cash equivalents, equipment and other goods, could be subject to asset forfeiture because cannabis is still federally illegal. (b) Claims and Litigation From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. Except as disclosed below, at March 31, 2021, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated statements of operations and comprehensive income. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest. On December 30, 2019, a securities class-action complaint, David McNear v. Trulieve Cannabis Corp. et al. , Case No. 1:19-cv-07289, was filed against the Company in the United States District Court for the Eastern District of New York. On February 12, 2020, a second securities class-action complaint, Monica Acerra v. Trulieve Cannabis Corp. et al. , Case No. 1:20-cv-00775, which is substantially similar to the complaint filed on December 30, 2019, was filed against the Company in the United States District Court for the Eastern District of New York. Both complaints name the Company, Kim Rivers, and Mohan Srinivasan as defendants for allegedly making materially false and misleading statements regarding the Company’s previously reported financial statements and public statements about its business, operations, and prospects. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC Rule 10b-5 promulgated thereunder. The complaint sought unspecified damages, costs, attorneys’ fees, and equitable relief. On March 20, 2020, the Court consolidated the two related actions under In re Trulieve Cannabis Corp. Securities Litigation , No. 1:19-cv-07289, and appointed William Kurek, John Colomara, David McNear, and Monica Acerra as Lead Plaintiffs. The Company believes that the suit is immaterial and that the claims are without merit and intends to vigorously defend against them. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18. SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 12, 2021, which is the date these consolidated financial statements were approved by the board of directors of the Company. On May 10, 2021, the Company announced they have entered into a definitive agreement with Harvest Health & Recreation, Inc. (“Harvest”) located in Phoenix, Arizona. The Company will acquire all of the issued and outstanding subordinate voting shares, multiple voting shares and super voting shares. Under the terms of the Agreement, shareholders of Harvest will receive 0.1170 of a subordinate voting share of the Company for each Harvest subordinate voting share (or equivalent) held, representing total consideration of approximately $2.1 billion based on the closing price of the Trulieve Shares on May 7, 2021. The transaction is subject to customary closing conditions and regulatory approvals. On May 6, 2021, the Company announced the closing of the acquisition of Mountaineer Holding, LLC. The Mountaineer business consists of a cultivation permit and two dispensary permits in West Virginia. Total consideration is $3.0 million cash and 60,342 subordinate voting shares. On April 13, 2021, the Company announced that it had entered into a definitive agreement to acquire Solevo Wellness West Virgina, LLC (“Solevo”) and its three West Virgina dispensary permits for an upfront payment of $0.2 million in cash and $0.5 million in Subordinate Voting Shares. The closing of the transaction is contingent upon West Virginia state regulatory approval and customary closing conditions. On April 12, 2021 the Company concluded the underwritten offer and sale of 5,000,000 Subordinate Voting Shares in the United States and Canada at a public offering price of $39.63. In connection with the closing of the offering, the underwriters exercised in full their option to purchase an additional 750,000 subordinate voting shares. After paying the underwriters a commission of approximately $9.1 million and issuance costs of $0.2 million, the Company received aggregate consideration of approximately $219.1 million. Net proceeds from the offering are expected to be used primarily to fund Trulieve’s business development and for general working capital purposes. On April 5, 2021, the Company entered into a definitive agreement to acquire from Anna Holdings, LLC a dispensary license operating under Keystone Shops (“Keystone Shops”) with dispensary locations in Philadelphia, Devon and King of Prussia for an upfront payment of $60.0 million, comprised of $40.0 million in Trulieve subordinate voting shares and $20.0 million in cash. The agreement does not include a deferred payment or an earn-out. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close during the second quarter of 2021. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements included in the 2020 Form 10-K. There have been no material changes to the Company’s significant accounting policies, except for the adoption of ASU 2019-12 as explained below. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 on January 1, 2021 and the adoption did not have a material impact on the Company’s consolidated financial statements. |
COVID-19 Pandemic | COVID-19 Pandemic The global outbreak of the novel strain of the coronavirus known as COVID-19 has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. In response to the outbreak, governmental authorities in the United States, Canada and internationally have introduced various recommendations and measures to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, quarantines, self-isolations, shelters-in-place and social distancing. Management has been closely monitoring the impact of COVID-19, with a focus in the health and safety of the Company’s employees, business continuity and supporting its communities. The Company has enacted various measures to reduce the spread of the virus, including implementing social distancing at its cultivation facilities and dispensaries, enhancing cleaning protocols at such facilities and dispensaries and encouraging employees to adhere to preventative measures recommended by local, state, and federal health officials. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | |
Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 19,000 Shares issued upon issuance 27,000 Contingent consideration payable in shares 50,000 Fair value of consideration exchanged $ 96,000 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 563 Accounts receivable 1,300 Prepaids and other current assets 376 Inventory 7,461 Property and equipment, net 26,233 Intangible assets: Tradename 580 Moxie license 2,960 State license 45,310 Goodwill 47,311 Other assets 478 Accounts payable and accrued expenses (2,189 ) Construction liability (17,413 ) Deferred tax liability (16,970 ) Total net assets acquired $ 96,000 |
Keystone Relief Centers LLC | |
Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The following table summarizes the final allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 10,000 Shares issued upon issuance 10,000 Contingent consideration payable in shares 15,000 Net working capital adjustment 624 Fair value of consideration exchanged $ 35,624 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 1,229 Accounts receivable 117 Prepaids and other current assets 91 Inventory 2,337 Property and equipment, net 2,245 Right of use asset 2,156 Intangible assets: Dispensary License 19,890 Tradename 930 Goodwill 15,582 Accounts payable and accrued expenses (790 ) Lease liability (2,156 ) Deferred tax liability (6,007 ) Total net assets acquired $ 35,624 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | The Company’s inventory includes the following at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 (dollars in thousands) Raw Material Cannabis plants $ 13,497 $ 10,661 Harvested Cannabis and Packaging 13,323 11,233 Total Raw Material 26,820 21,894 Work in Process 51,511 54,781 Finished Goods-Unmedicated 4,333 3,908 Finished Goods-Medicated 21,245 17,730 Total Inventories $ 103,910 $ 98,312 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | At March 31, 2021 and December 31, 2020, Property and Equipment consisted of the following: March 31, December 31, 2021 2020 (dollars in thousands) Land $ 5,022 $ 5,022 Buildings & Improvements 123,599 112,692 Construction in Progress 209,543 182,962 Furniture & Equipment 62,041 46,532 Vehicles 351 351 Total 400,556 347,559 Less: accumulated depreciation (35,415 ) (29,858 ) Total property and equipment, net $ 365,141 $ 317,701 |
Intangible Assets & Goodwill (T
Intangible Assets & Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Definite-Lived Intangible Assets | At March 31, 2021 and December 31, 2020, definite-lived intangible assets consisted of the following: March 31, 2021 (dollars in thousands) Net amount Adjustments to purchase price allocation Additions from acquisitions Amortization expense Net amount Licenses $ 84,517 $ 3,800 $ — $ 1,461 $ 86,856 Moxie brand 2,828 — — 247 2,581 Tradenames 2,109 — — 214 1,895 Customer relationship 683 — — 50 633 Non-compete 7 — — 4 3 $ 90,144 $ 3,800 $ — $ 1,976 $ 91,968 December 31, 2020 Net Acquired license Additions from Amortization Net (dollars in thousands) amount agreements acquisitions expense amount Licenses $ 24,538 $ 887 $ 61,400 $ 2,308 $ 84,517 Moxie brand — — 2,960 132 2,828 Tradenames 800 — 1,510 201 2,109 Customer relationship 883 — — 200 683 Non-compete 25 — — 18 7 Trademarks 134 — — 134 — $ 26,380 $ 887 $ 65,870 $ 2,992 $ 90,144 |
Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets | The following table outlines the estimated future annual amortization expense related to intangible assets as of March 31, 2021: Estimated Three Months Ended March 31, Amortization (dollars in thousands) 2021 6,343 2022 8,077 2023 7,291 2024 6,319 2025 6,236 Thereafter 57,703 $ 91,968 |
Summary of Goodwill | At March 31, 2021, Goodwill consisted of the following: (dollars in thousands) At January 1, 2020 $ 7,316 Acquisition of PurePenn, LLC and Pioneer Leasing & Consulting, LLC 47,311 Acquisition of Solevo Wellness 19,473 At December 31, 2020 $ 74,100 Adjustment to Purchase Price Allocation of Solevo Wellness (3,892 ) At March 31, 2021 $ 70,208 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | At March 31, 2021 and December 31, 2020, notes payable consisted of the following: March 31, December 31, 2021 2020 (dollars in thousands) Promissory note dated April 10, 2017, with annual interest at 12%, due between April and July 2022 $ 4,000 $ 4,000 Promissory note dated December 7, 2017, with annual interest at 12%, secured by certain property located in Miami, FL due December 2021. 2,000 2,000 Less current portion (2,000 ) (2,000 ) Long Term Notes Payable $ 4,000 $ 4,000 |
Schedule of Stated Maturities of Notes Payable | Stated maturities of notes payable are as follows: As of Three Months Ended March 31, (dollars in thousands) 2021 2,000 2022 4,000 $ 6,000 |
Notes Payable Related Party (Ta
Notes Payable Related Party (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable Related Party [Abstract] | |
Summary of Notes Payable Related Party | At March 31, 2021 and December 31, 2020, notes payable related party consisted of the following: March 31, December 31, 2021 2020 (dollars in thousands) Notes payable due to related parties, with varying interest rates between 8% to 12% annual, with varying maturity dates $ 12,000 $ 12,011 Less current portion — (12,011 ) Non-current portion $ 12,000 $ — |
Summary of Stated Maturities of Notes Payable to Related Parties | Stated maturities of notes payable to related parties are as follows: As of Three Months Ended March 31, (dollars in thousands) 2022 $ 12,000 $ 12,000 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Scheduled Annual Maturities of Principal Portion of Long-Term Debt Outstanding | Scheduled annual maturities of the principal portion of long-term debt outstanding at March 31, 2021 in the successive five-year period and thereafter are summarized below: Other Long-term As of Three Months Ended March 31, Liabilities (dollars in thousands) 2021 $ — 2022 — 2023 — 2024 130,000 2025 — Thereafter — Total Debt 130,000 Less: Unamortized debt issuance costs (12,097 ) Net Debt $ 117,903 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Cost | The following table provides the components of lease cost recognized in the consolidated statement of operations and comprehensive income for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, Lease Cost 2021 2020 Operating lease cost 1,573 995 Finance lease cost: Amortization of lease assets 1,570 857 Interest on lease liabilities 779 406 Finance lease cost 2,349 1,263 Variable lease cost 395 93 Total lease cost $ 4,316 $ 2,351 |
Schedule of Other Information Related to Operating and Finance Leases | Other information related to operating and finance leases as of and for the three months ended March 31, 2021 are as follows: Finance Lease Operating Lease Weighted average discount rate 8.31 % 8.65 % Weighted average remaining lease term (in years) 8.14 7.53 |
Schedule of Maturity of Contractual Undiscounted Lease Liabilities | The maturity of the contractual undiscounted lease liabilities as of March 31, 2021 is as follows: Three Months Ended March 31, Finance Lease Operating Lease (dollars in thousands) Remainder of 2020 $ 5,644 $ 4,421 2022 7,249 5,854 2023 6,865 5,729 2024 6,364 5,379 2025 5,995 5,306 Thereafter 24,819 16,724 Total undiscounted lease liabilities 56,936 43,412 Interest on lease liabilities (16,299 ) (11,763 ) Total present value of minimum lease payments 40,637 31,650 Lease liability - current portion 4,344 3,324 Lease liability $ 36,294 $ 28,326 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Fair Value of Options Granted with Assumptions | In determining the amount of share-based compensation related to options issued during the three months ended March 31, 2021, the Company used the Black-Scholes pricing model to establish the fair value of the options granted with the following assumptions: Three months ended March 31, 2021 Fair Value at Grant Date $ 11.20 Stock Price at Grant Date $ 33.42 Exercise Price at Grant Date $ 33.42 Expected Life in Years 3.00 Expected Volatility 49.88% Expected Annual Rate of Dividends 0% Risk Free Annual Interest Rate 0.11% |
Schedule of Number and Weighted-average Exercise Prices and Remaining Contractual Life of Options | The number and weighted-average exercise prices and remaining contractual life of options at March 31, 2021 were as follows: Weighted Weighted Average average Remaining Number exercise Contractual of Options price Life (Yrs) Outstanding at January 1, 2021 1,129,774 $ 11.72 4.01 Granted 326,872 $ 33.42 4.76 Exercised — $ — — Forfeited — $ — — Outstanding, March 31, 2021 1,456,646 $ 16.59 4.05 Exercisable, March 31, 2021 554,459 $ 11.70 3.84 |
Summary of Warrants Issued and Outstanding To Certain Employees and Director | The following table summarizes the warrants issued and outstanding to certain employees and directors of the Company as of December 31, 2019 and 2020 and the changes during the three months ended March 31, 2021: Weighted Weighted average Average Number exercise Remaining of price Contractual Warrants ($CAD) Life (Yrs) Outstanding as of December 31, 2019 8,784,872 6.00 1.72 Granted — — — Exercised (2,723,311 ) — — Outstanding as of December 31, 2020 6,061,561 6.00 0.72 Granted — — — Exercised (133,408 ) 6.00 — Forfeited (16,592 ) — — Outstanding as of March 31, 2021 5,911,561 6.00 0.48 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation For Calculation of Basic And Diluted Earnings Per Share | The following is a reconciliation for the calculation of basic and diluted earnings per share for the three months ended March 31, 2021 and 2020: 2021 2020 (dollars in thousands) Net Income $ 30,078 $ 23,605 Weighted average number of common shares outstanding 119,892,507 110,346,346 Dilutive effect of warrants and options outstanding 7,696,589 4,889,394 Diluted weighted average number of common shares outstanding 127,589,096 115,235,740 Basic earnings per share $ 0.25 $ 0.21 Diluted earnings per share $ 0.24 $ 0.20 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense and Effective Tax Rate | The following table summaries the Company’s income tax expense and effective tax rate for the three months ended March 31, 2021 and 2020 Three Months Ended March 31, 2021 2020 (dollars in thousands) Income Before Provision for Income Taxes $ 64,627 $ 41,499 Provision for Income Taxes 34,549 17,894 Effective Tax Rate 53 % 43 % |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201912Member |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | Nov. 12, 2020USD ($)Dispensaryshares | Mar. 31, 2021USD ($) |
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | ||
Business Acquisition [Line Items] | ||
Acquired membership interests percentage | 100.00% | |
Upfront payment | $ 46,000 | |
Equity interests acquired, value | $ 27,000 | |
Equity interests acquired, number of shares | shares | 1,298,964 | |
Payment of cash | $ 19,000 | |
Business acquisition potential earn-out payment maximum shares to be issued on achievement of EBITDA milestone | shares | 2,405,488 | |
Transaction costs related to acquisition | $ 1,800 | |
Keystone Relief Centers LLC | ||
Business Acquisition [Line Items] | ||
Acquired membership interests percentage | 100.00% | |
Equity interests acquired, value | $ 10,000 | |
Equity interests acquired, number of shares | shares | 481,097 | |
Payment of cash | $ 10,000 | |
Business acquisition potential earn-out payment maximum shares to be issued on achievement of EBITDA milestone | shares | 721,647 | |
Transaction costs related to acquisition | $ 900 | |
Upfront purchase price | $ 20,000 | |
Keystone Relief Centers LLC | Pittsburgh, Pennsylvania | ||
Business Acquisition [Line Items] | ||
Number of medical marijuana dispensaries | Dispensary | 3 |
Acquisitions - Summary of Alloc
Acquisitions - Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 12, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Right of use asset | $ 30,051 | $ 28,171 | ||
Intangible assets: | ||||
Goodwill | $ 70,208 | $ 74,100 | $ 7,316 | |
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | ||||
Consideration: | ||||
Cash | $ 19,000 | |||
Shares issued upon issuance | 27,000 | |||
Contingent consideration payable in shares | 50,000 | |||
Fair value of consideration exchanged | 96,000 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Cash | 563 | |||
Accounts receivable | 1,300 | |||
Prepaids and other current assets | 376 | |||
Inventory | 7,461 | |||
Property and equipment, net | 26,233 | |||
Intangible assets: | ||||
Goodwill | 47,311 | |||
Other assets | 478 | |||
Accounts payable and accrued expenses | (2,189) | |||
Construction liability | (17,413) | |||
Deferred tax liability | (16,970) | |||
Total net assets acquired | 96,000 | |||
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | Tradename | ||||
Intangible assets: | ||||
Intangible assets | 580 | |||
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | Moxie License | ||||
Intangible assets: | ||||
Intangible assets | 2,960 | |||
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | State License | ||||
Intangible assets: | ||||
Intangible assets | 45,310 | |||
Keystone Relief Centers LLC | ||||
Consideration: | ||||
Cash | 10,000 | |||
Shares issued upon issuance | 10,000 | |||
Contingent consideration payable in shares | 15,000 | |||
Net working capital adjustment | 624 | |||
Fair value of consideration exchanged | 35,624 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Cash | 1,229 | |||
Accounts receivable | 117 | |||
Prepaids and other current assets | 91 | |||
Inventory | 2,337 | |||
Property and equipment, net | 2,245 | |||
Right of use asset | 2,156 | |||
Intangible assets: | ||||
Goodwill | 15,582 | |||
Accounts payable and accrued expenses | (790) | |||
Lease liability | (2,156) | |||
Deferred tax liability | (6,007) | |||
Total net assets acquired | 35,624 | |||
Keystone Relief Centers LLC | Tradename | ||||
Intangible assets: | ||||
Intangible assets | 930 | |||
Keystone Relief Centers LLC | Dispensary License | ||||
Intangible assets: | ||||
Intangible assets | $ 19,890 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Total Raw Material | $ 26,820 | $ 21,894 |
Work in Process | 51,511 | 54,781 |
Total Inventories | 103,910 | 98,312 |
Cannabis Plants | ||
Inventory [Line Items] | ||
Total Raw Material | 13,497 | 10,661 |
Harvested Cannabis and Packaging | ||
Inventory [Line Items] | ||
Total Raw Material | 13,323 | 11,233 |
Unmedicated | ||
Inventory [Line Items] | ||
Finished Goods | 4,333 | 3,908 |
Medicated | ||
Inventory [Line Items] | ||
Finished Goods | $ 21,245 | $ 17,730 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Interest capitalized | $ 0.4 | $ 0.2 |
Depreciation | $ 5.6 | $ 3.2 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 400,556 | $ 347,559 |
Less: accumulated depreciation | (35,415) | (29,858) |
Total property and equipment, net | 365,141 | 317,701 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | 5,022 | 5,022 |
Buildings & Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | 123,599 | 112,692 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | 209,543 | 182,962 |
Furniture & Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | 62,041 | 46,532 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 351 | $ 351 |
Intangible Assets & Goodwill -
Intangible Assets & Goodwill - Summary of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | $ 90,144 | $ 26,380 | $ 26,380 |
Adjustments to purchase price allocation | 3,800 | ||
Acquired license agreements | 887 | ||
Additions from acquisitions | 65,870 | ||
Amortization expense | 1,976 | 300 | 2,992 |
Net amount, ending balance | 91,968 | 90,144 | |
Licenses | |||
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | 84,517 | 24,538 | 24,538 |
Adjustments to purchase price allocation | 3,800 | ||
Acquired license agreements | 887 | ||
Additions from acquisitions | 61,400 | ||
Amortization expense | 1,461 | 2,308 | |
Net amount, ending balance | 86,856 | 84,517 | |
Moxie Brand | |||
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | 2,828 | ||
Additions from acquisitions | 2,960 | ||
Amortization expense | 247 | 132 | |
Net amount, ending balance | 2,581 | 2,828 | |
Tradenames | |||
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | 2,109 | 800 | 800 |
Additions from acquisitions | 1,510 | ||
Amortization expense | 214 | 201 | |
Net amount, ending balance | 1,895 | 2,109 | |
Customer Relationship | |||
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | 683 | 883 | 883 |
Amortization expense | 50 | 200 | |
Net amount, ending balance | 633 | 683 | |
Non-compete | |||
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | 7 | 25 | 25 |
Amortization expense | 4 | 18 | |
Net amount, ending balance | $ 3 | 7 | |
Trademarks | |||
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | $ 134 | 134 | |
Amortization expense | $ 134 |
Intangible Assets & Goodwill _2
Intangible Assets & Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 1,976 | $ 300 | $ 2,992 |
Intangible Assets & Goodwill _3
Intangible Assets & Goodwill - Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
2021 | $ 6,343 | ||
2022 | 8,077 | ||
2023 | 7,291 | ||
2024 | 6,319 | ||
2025 | 6,236 | ||
Thereafter | 57,703 | ||
Estimated amortization | $ 91,968 | $ 90,144 | $ 26,380 |
Intangible Assets & Goodwill _4
Intangible Assets & Goodwill - Summary of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | $ 74,100 | $ 7,316 |
Goodwill, Ending Balance | 70,208 | 74,100 |
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | ||
Goodwill [Line Items] | ||
Acquisition | 47,311 | |
Solevo Wellness | ||
Goodwill [Line Items] | ||
Acquisition | $ 19,473 | |
Adjustment to Purchase Price Allocation | $ (3,892) |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Notes Payable [Line Items] | ||
Notes payable | $ 6,000 | |
Less current portion | (2,000) | $ (2,000) |
Long Term Notes Payable | 4,000 | 4,000 |
Promissory Note Dated April10, 2017 with Annual Interest at 12%, Due Between April and July 2022 | ||
Notes Payable [Line Items] | ||
Notes payable | 4,000 | 4,000 |
Promissory Note Dated December 7, 2017 with Annual Interest at 12%, Due December 2021 | ||
Notes Payable [Line Items] | ||
Notes payable | $ 2,000 | $ 2,000 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Promissory Note Dated April10, 2017 with Annual Interest at 12%, Due Between April and July 2022 | |
Notes Payable [Line Items] | |
Notes payable, commencement date | Apr. 10, 2017 |
Notes payable, annual interest rate | 12.00% |
Notes payable, maturity description | due between April and July 2022 |
Notes payable, maturity month and year range, start | 2022-04 |
Notes payable, maturity month and year range, end | 2022-07 |
Promissory Note Dated December 7, 2017 with Annual Interest at 12%, Due December 2021 | |
Notes Payable [Line Items] | |
Notes payable, commencement date | Dec. 7, 2017 |
Notes payable, annual interest rate | 12.00% |
Notes payable, maturity month and year | 2021-12 |
Notes Payable - Schedule of Sta
Notes Payable - Schedule of Stated Maturities of Notes Payable (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 2,000 |
2022 | 4,000 |
Notes payable | $ 6,000 |
Notes Payable Related Party - S
Notes Payable Related Party - Summary of Notes Payable Related Party (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Notes Payable Related Party [Abstract] | ||
Notes payable due to related parties, with varying interest rates between 8% to 12% annual, with varying maturity dates | $ 12,000 | $ 12,011 |
Less current portion | $ (12,011) | |
Non-current portion | $ 12,000 |
Notes Payable Related Party -_2
Notes Payable Related Party - Summary of Notes Payable Related Party (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Minimum | |
Notes Payable Related Party [Line Items] | |
Notes payable due to related parties, interest rate | 8.00% |
Maximum | |
Notes Payable Related Party [Line Items] | |
Notes payable due to related parties, interest rate | 12.00% |
Notes Payable Related Party -_3
Notes Payable Related Party - Summary of Stated Maturities of Notes Payable to Related Parties (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Notes Payable Related Party [Abstract] | ||
2022 | $ 12,000 | |
Notes payable due to related parties | $ 12,000 | $ 12,011 |
Notes Payable Related Party - A
Notes Payable Related Party - Additional Information (Details) | 1 Months Ended |
Mar. 31, 2021PromissoryNote | |
Notes Payable Related Party [Line Items] | |
Number of unsecured promissory notes | 2 |
Unsecured Promissory Notes | |
Notes Payable Related Party [Line Items] | |
Debt instrument extended maturity term | 1 year |
Debt instrument maturity period | 2022-05 |
Debt - Additional Information (
Debt - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 10, 2020USD ($)$ / shares | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)shares | Dec. 10, 2020$ / shares | Dec. 09, 2020 | Dec. 31, 2019$ / shares |
Debt [Line Items] | |||||||
Share price | $ / shares | $ 33.42 | ||||||
Net debt | $ 117,903 | ||||||
Warrants | |||||||
Debt [Line Items] | |||||||
Warrants fair value | $ 4,700 | ||||||
Share price | $ / shares | $ 14.48 | ||||||
Warrants exercise price | $ / shares | 17.25 | ||||||
Warrants expected life | 3 years | ||||||
Warrants exchange rate | 1.34 | ||||||
Warrants | Annualized Volatility | |||||||
Debt [Line Items] | |||||||
Warrants measurement input | 49.96 | ||||||
Warrants | Dividend Yield | |||||||
Debt [Line Items] | |||||||
Warrants measurement input | 0 | ||||||
Warrants | Discount Rate | |||||||
Debt [Line Items] | |||||||
Warrants measurement input | 1.92 | ||||||
November Warrant | |||||||
Debt [Line Items] | |||||||
Warrants fair value | $ 4,400 | ||||||
Share price | $ / shares | 14.29 | ||||||
Warrants exercise price | $ / shares | $ 17.25 | ||||||
Warrants expected life | 2 years 7 months 6 days | ||||||
Warrants exchange rate | 1.32 | ||||||
November Warrant | Annualized Volatility | |||||||
Debt [Line Items] | |||||||
Warrants measurement input | 48.57 | ||||||
November Warrant | Dividend Yield | |||||||
Debt [Line Items] | |||||||
Warrants measurement input | 0 | ||||||
November Warrant | Discount Rate | |||||||
Debt [Line Items] | |||||||
Warrants measurement input | 1.92 | ||||||
June and November Notes | |||||||
Debt [Line Items] | |||||||
Debt instrument term | 5 years | ||||||
Debt instrument face amount | $ 130,000 | ||||||
Notes payable, annual interest rate | 9.75% | ||||||
Debt instrument, frequency of payment | payable semi-annually, in equal installments, in arrears on June 18 and December 18 of each year | ||||||
Debt instrument exercised period | 3 years | ||||||
Debt instrument maturity year | 2024 | ||||||
June Notes | |||||||
Debt [Line Items] | |||||||
Debt instrument face amount | $ 70,000 | ||||||
Notes payable, annual interest rate | 13.32% | ||||||
Warrants to purchase of shares | shares | 1,470,000 | ||||||
Debt instrument, fair value | $ 63,900 | ||||||
June Notes | Supplemental Warrant Indenture | Odyssey Trust Company | |||||||
Debt [Line Items] | |||||||
Warrants exercise price | (per share) | $ 13.47 | $ 17.25 | |||||
Exchange rate per Canadian dollar | 0.781 | ||||||
Conversion of convertible notes to equity expense | $ 25,500 | ||||||
June Notes | General and Administrative Expenses | |||||||
Debt [Line Items] | |||||||
Accretion expense | $ 700 | $ 700 | |||||
November Notes | |||||||
Debt [Line Items] | |||||||
Debt instrument face amount | $ 60,000 | ||||||
Notes payable, annual interest rate | 13.43% | ||||||
Warrants to purchase of shares | shares | 1,560,000 | ||||||
Debt instrument, fair value | $ 56,700 | ||||||
November Notes | Supplemental Warrant Indenture | Odyssey Trust Company | |||||||
Debt [Line Items] | |||||||
Conversion of convertible notes to equity expense | $ 27,100 |
Debt - Summary of Scheduled Ann
Debt - Summary of Scheduled Annual Maturities of Principal Portion of Long-Term Debt Outstanding (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 130,000 |
Total Debt | 130,000 |
Less: Unamortized debt issuance costs | (12,097) |
Net Debt | $ 117,903 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,573 | $ 995 |
Finance lease cost: | ||
Amortization of lease assets | 1,570 | 857 |
Interest on lease liabilities | 779 | 406 |
Finance lease cost | 2,349 | 1,263 |
Variable lease cost | 395 | 93 |
Total lease cost | $ 4,316 | $ 2,351 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Operating and Finance Leases (Details) | Mar. 31, 2021 |
Leases [Abstract] | |
Finance Lease, Weighted average discount rate | 8.31% |
Operating Lease, Weighted average discount rate | 8.65% |
Finance Lease, Weighted average remaining lease term (in years) | 8 years 1 month 20 days |
Operating Lease, Weighted average remaining lease term (in years) | 7 years 6 months 10 days |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Contractual Undiscounted Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Finance Lease | ||
Remainder of 2020 | $ 5,644 | |
2022 | 7,249 | |
2023 | 6,865 | |
2024 | 6,364 | |
2025 | 5,995 | |
Thereafter | 24,819 | |
Total undiscounted lease liabilities | 56,936 | |
Interest on lease liabilities | (16,299) | |
Total present value of minimum lease payments | 40,637 | |
Finance Lease Liability - Current Portion | 4,344 | $ 3,877 |
Finance Lease Liability | 36,294 | 35,058 |
Total present value of minimum lease payments | 40,637 | |
Operating Lease | ||
Remainder of 2020 | 4,421 | |
2022 | 5,854 | |
2023 | 5,729 | |
2024 | 5,379 | |
2025 | 5,306 | |
Thereafter | 16,724 | |
Total undiscounted lease liabilities | 43,412 | |
Interest on lease liabilities | (11,763) | |
Total present value of minimum lease payments | 31,650 | |
Operating Lease Liability - Current Portion | 3,324 | 3,154 |
Operating Lease Liability | 28,326 | $ 26,450 |
Total present value of minimum lease payments | $ 31,650 |
Construction Finance Liability
Construction Finance Liability - Additional Information (Details) $ in Thousands | Mar. 31, 2021USD ($) | Mar. 08, 2021USD ($) | Oct. 31, 2019USD ($)Option | Jul. 31, 2019USD ($)Option | Dec. 31, 2020USD ($) |
Construction Finance Liability [Line Items] | |||||
Construction finance liability | $ 86,445 | $ 82,047 | |||
Massachusetts | |||||
Construction Finance Liability [Line Items] | |||||
Proceeds from sale of property | $ 3,500 | ||||
Tenant improvements allowance | $ 40,000 | ||||
Finance lease liability, initial term | 10 years | ||||
Finance lease liability, extended term | 5 years | ||||
Number of options to extend finance lease | Option | 2 | ||||
Percentage of purchase price of property as initial payment for finance lease | 11.00% | ||||
Percentage increase in finance lease liability payment | 3.00% | ||||
Construction finance liability | 44,100 | ||||
Florida | |||||
Construction Finance Liability [Line Items] | |||||
Proceeds from sale of property | $ 17,000 | ||||
Finance lease liability, initial term | 10 years | ||||
Finance lease liability, extended term | 5 years | ||||
Number of options to extend finance lease | Option | 2 | ||||
Percentage of purchase price of property as initial payment for finance lease | 11.00% | ||||
Percentage increase in finance lease liability payment | 3.00% | ||||
Construction finance liability | 17,200 | ||||
Pennsylvania | |||||
Construction Finance Liability [Line Items] | |||||
Proceeds from sale of property | $ 5,000 | ||||
Tenant improvements allowance | $ 36,500 | $ 21,000 | |||
Tenant improvements allowance received | 20,400 | ||||
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 | $ 25,100 | ||||
Percentage at which one twelfth of tenant improvement allowance dispersed for first 5.0 million | 12.75% | ||||
Percentage at which one twelfth of tenant improvement allowance dispersed after 5.0 million up to 21.0 million | 13.75% | ||||
Percentage at which one twelfth of tenant improvement allowance dispersed in excess 21.0 million | 10.75% |
Share Capital - Additional Info
Share Capital - Additional Information (Details) | Mar. 21, 2021shares | Mar. 31, 2021Voteshares | Mar. 31, 2020shares | Dec. 31, 2020shares |
Class Of Stock [Line Items] | ||||
Common stock, shares issued | 120,176,539 | 119,573,998 | ||
Common stock, shares outstanding | 120,176,539 | 119,573,998 | ||
Common stock, shares authorized, unlimited | Unlimited | Unlimited | ||
Subordinate Voting Shares | ||||
Class Of Stock [Line Items] | ||||
Voting rights | At each such meeting holders of Subordinate Voting Shares shall be entitled to one vote in respect of each Subordinate Voting Share held. | |||
Number of votes entitled by each share of common stockholder | Vote | 1 | |||
Common stock, shares issued | 63,693,770 | 35,871,672 | ||
Common stock, shares outstanding | 63,693,770 | 35,871,672 | ||
Common stock, shares authorized, unlimited | Unlimited | |||
Common stock, shares converted | 56,482,769 | 6,661,374 | ||
Multiple Voting Shares | ||||
Class Of Stock [Line Items] | ||||
Voting rights | At each such meeting, holders of Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (initially, 100 votes per Multiple Voting Share). | |||
Number of votes entitled by each share of common stockholder | Vote | 1 | |||
Common stock, shares issued | 564,828 | 66,614 | ||
Common stock, shares outstanding | 564,828 | 66,614 | ||
Common stock, shares authorized, unlimited | Unlimited | |||
Common stock, conversion basis | 100 Subordinate Voting shares for each Multiple Voting Share | |||
Common stock, conversion ratio | 100 | |||
Conversion of Stock, shares issued upon conversion | 551,614 | |||
Super Voting Shares | ||||
Class Of Stock [Line Items] | ||||
Voting rights | At each such meeting, holders of Super Voting Shares are be entitled to two votes in respect of each Subordinate Voting Share into which such Super Voting Share could ultimately then be converted (initially, 200 votes per Super Voting Share). | |||
Number of votes entitled by each share of common stockholder | Vote | 2 | |||
Common stock, shares issued | 0 | |||
Common stock, shares outstanding | 0 | |||
Common stock, shares authorized, unlimited | Unlimited | |||
Common stock, conversion basis | 200 votes per Super Voting Share | |||
Common stock, conversion ratio | 200 | |||
Common stock, shares converted | 551,614 | |||
Common Stock conversion ratio subject to adjustment in certain events | 1 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) - USD ($) $ in Millions | Jan. 04, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term of bond yield rate | 3 years | |||
Share-based compensation | $ 0.7 | |||
Number of warrants issued | 8,784,872 | |||
Class of warrant or right, vesting | 0 | |||
Class of warrant or right, exercisable term | 3 years | |||
Class of warrant or right may not be exercised term | 18 months | |||
Warrant or right, for issuance, description | (i) the warrants may not be exercised for 18 months following the Issue Date; (ii) 50% of the warrants may be exercised between months 19-24 following the Issue Date; and (iii) the remaining 50% of the warrants may be exercised at any time thereafter until expiration. | |||
Warrants related to share-based compensation issued | 0 | 0 | ||
Cost of Goods Sold | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ 0.1 | |||
General and Administrative Expenses | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | 0.5 | |||
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ 0.1 | |||
Employees | Vest on December 31, 2021 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation option vesting rights, percentage | 15.00% | |||
Employees | Vest on December 31, 2022 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation option vesting rights, percentage | 25.00% | |||
Employees | Vest on December 31, 2023 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation option vesting rights, percentage | 60.00% | |||
Founding and Non-founding Members of Board of Directors | Vest on December 31, 2021 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation option vesting rights, percentage | 50.00% | |||
Founding and Non-founding Members of Board of Directors | Vest on December 31, 2022 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation option vesting rights, percentage | 50.00% | |||
Stock Option Plan | Subordinate Voting Shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Maximum percentage of issued and outstanding shares under plan | 10.00% |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Fair Value of Options Granted with Assumptions (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Fair Value at Grant Date | $ 11.20 |
Stock Price at Grant Date | 33.42 |
Exercise Price at Grant Date | $ 33.42 |
Expected Life in Years | 3 years |
Expected Volatility | 49.88% |
Expected Annual Rate of Dividends | 0.00% |
Risk Free Annual Interest Rate | 0.11% |
Share Based Compensation - Sc_2
Share Based Compensation - Schedule of Number and Weighted-average Exercise Prices and Remaining Contractual Life of Options (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options Outstanding, beginning balance | 1,129,774 | |
Number of Options, Granted | 326,872 | |
Number of Options Outstanding, Ending balance | 1,456,646 | 1,129,774 |
Number of Options, Exercisable, March 31, 2021 | 554,459 | |
Weighted average exercise price Outstanding, beginning balance | $ 11.72 | |
Weighted average exercise price, Granted | 33.42 | |
Weighted average exercise price Outstanding, Ending balance | 16.59 | $ 11.72 |
Weighted average exercise price, Exercisable, March 31, 2021 | $ 11.70 | |
Weighted Average Remaining Contractual Life (Yrs) Outstanding | 4 years 18 days | 4 years 3 days |
Weighted Average Remaining Contractual Life (Yrs), Granted | 4 years 9 months 3 days | |
Weighted Average Remaining Contractual Life (Yrs), Exercisable, March 31, 2021 | 3 years 10 months 2 days |
Share Based Compensation - Summ
Share Based Compensation - Summary of Warrants Issued and Outstanding To Certain Employees and Director (Details) - Warrants - Certain Employees and Directors - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Warrants, Outstanding, Beginning Balance | 6,061,561 | 8,784,872 | |
Number of Warrants, Exercised | (133,408) | (2,723,311) | |
Number of Warrants, Forfeited | (16,592) | ||
Number of Warrants, Outstanding, Ending Balance | 5,911,561 | 6,061,561 | 8,784,872 |
Weighted average exercise price Outstanding, Beginning Balance | $ 6 | $ 6 | |
Weighted average exercise price, Exercised | 6 | ||
Weighted average exercise price Outstanding, Ending Balance | $ 6 | $ 6 | $ 6 |
Weighted Average Remaining Contractual Life (Yrs), Outstanding | 5 months 23 days | 8 months 19 days | 1 year 8 months 19 days |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Reconciliation For Calculation Of Basic And Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net Income and Comprehensive Income | $ 30,078 | $ 23,605 |
Weighted average number of common shares outstanding | 119,892,507 | 110,346,346 |
Dilutive effect of warrants and options outstanding | 7,696,589 | 4,889,394 |
Diluted weighted average number of common shares outstanding | 127,589,096 | 115,235,740 |
Basic earnings per share | $ 0.25 | $ 0.21 |
Diluted earnings per share | $ 0.24 | $ 0.20 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense and Effective Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income Before Provision for Income Taxes | $ 64,627 | $ 41,499 |
Provision for Income Taxes | $ 34,549 | $ 17,894 |
Effective Tax Rate | 53.00% | 43.00% |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Notes issued, related parties | $ 12,000 | $ 12,000 | |
Property and equipment purchases | 29,300 | $ 21,500 | |
Right-of-use assets in property and equipment, net | 14,900 | 15,400 | |
Total present value of minimum lease payments | 40,637 | ||
Finance Lease Liability - Current Portion | 4,344 | 3,877 | |
Various Related Parties | |||
Related Party Transaction [Line Items] | |||
Total present value of minimum lease payments | 16,000 | 16,400 | |
Benjamin Atkins | |||
Related Party Transaction [Line Items] | |||
Finance Lease Liability - Current Portion | 1,900 | 1,800 | |
Accounts Payable | |||
Related Party Transaction [Line Items] | |||
Property and equipment purchases | $ 12,500 | $ 10,400 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions | May 10, 2021 | May 06, 2021 | Apr. 13, 2021 | Apr. 12, 2021 | Apr. 05, 2021 |
Subordinate Voting Shares | Underwritten Offer | |||||
Subsequent Event [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 5,000,000 | ||||
Sale of stock, price per share | $ 39.63 | ||||
Sale of stock number of additional shares issued in transaction | 750,000 | ||||
Payment of underwriters commission | $ 9.1 | ||||
Payments of issuance costs | 0.2 | ||||
Sale of stock, consideration received on transaction | $ 219.1 | ||||
Mountaineer Holding, LLC | |||||
Subsequent Event [Line Items] | |||||
Cash | $ 3 | ||||
Mountaineer Holding, LLC | Subordinate Voting Shares | |||||
Subsequent Event [Line Items] | |||||
Business combination, shares issued | 60,342 | ||||
Solevo | |||||
Subsequent Event [Line Items] | |||||
Cash | $ 0.2 | ||||
Solevo | Subordinate Voting Shares | |||||
Subsequent Event [Line Items] | |||||
Business combination consideration transferred equity interests issued and issuable | $ 0.5 | ||||
Anna Holdings, LLC | |||||
Subsequent Event [Line Items] | |||||
Cash | $ 20 | ||||
Upfront payment | 60 | ||||
Anna Holdings, LLC | Subordinate Voting Shares | |||||
Subsequent Event [Line Items] | |||||
Business combination consideration transferred equity interests issued and issuable | $ 40 | ||||
Definitive Agreement | Harvest Health & Recreation, Inc | Subordinate Voting Shares | |||||
Subsequent Event [Line Items] | |||||
Share price | $ 0.1170 | ||||
Business combination, total consideration | $ 2,100 |