Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 06, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | TRULIEVE CANNABIS CORP. | |
Entity Central Index Key | 0001754195 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56248 | |
Entity Incorporation, State or Country Code | A1 | |
Entity Tax Identification Number | 84-2231905 | |
Entity Address, Address Line One | 6749 Ben Bostic Road | |
Entity Address, City or Town | Quincy | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32351 | |
City Area Code | 850 | |
Local Phone Number | 480-7955 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Title of 12(g) Security | Subordinate Voting Shares, no par value | |
Subordinate Voting Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 71,789,323 | |
Multiple Voting Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 56,461,096 |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 289,238 | $ 146,713 |
Accounts receivable, net | 3,754 | 308 |
Inventories, net | 112,628 | 98,312 |
Income tax receivable | 8,157 | |
Prepaid expenses and other current assets | 28,313 | 19,815 |
Total current assets | 442,090 | 265,148 |
Property and equipment, net | 427,666 | 314,045 |
Right of use asset - operating, net | 31,254 | 28,171 |
Right of use asset - finance, net | 41,521 | 36,904 |
Intangible assets, net | 123,106 | 93,800 |
Goodwill | 71,123 | 74,100 |
Other assets | 9,547 | 3,944 |
TOTAL ASSETS | 1,146,307 | 816,112 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 45,579 | 41,903 |
Income tax payable | 5,875 | |
Deferred revenue | 6,186 | 7,178 |
Notes payable - current portion | 4,667 | 2,000 |
Notes payable - related party - current portion | 12,000 | 12,011 |
Operating lease liability - current portion | 3,583 | 3,154 |
Finance lease liability - current portion | 4,723 | 3,877 |
Total current liabilities | 76,738 | 75,998 |
Long-term liabilities: | ||
Notes payable | 1,333 | 4,000 |
Operating lease liability | 29,381 | 26,450 |
Finance lease liability | 39,694 | 35,058 |
Private placement notes liability, net | 118,673 | 117,165 |
Other long-term liabilities | 4,145 | 3,915 |
Construction finance liability | 90,263 | 82,047 |
Deferred tax liability | 29,845 | 23,575 |
TOTAL LIABILITIES | 390,072 | 368,208 |
Commitments and contingencies (see Note 17) | ||
Additional paid-in-capital | 522,898 | 275,644 |
Warrants | 42,689 | 52,570 |
Accumulated earnings | 190,648 | 119,690 |
TOTAL SHAREHOLDERS' EQUITY | 756,235 | 447,904 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 1,146,307 | $ 816,112 |
Unaudited Interim Condensed C_2
Unaudited Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 | 126,982,700 | 119,573,998 |
Common stock, shares outstanding | 126,982,700 | 119,573,998 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues, net of discounts | $ 215,122 | $ 120,765 | $ 408,945 | $ 216,821 |
Cost of goods sold | 70,639 | 30,233 | 129,198 | 52,459 |
Gross profit | 144,483 | 90,532 | 279,747 | 164,362 |
Expenses: | ||||
General and administrative | 14,942 | 7,936 | 27,650 | 14,195 |
Sales and marketing | 46,576 | 27,009 | 91,135 | 49,873 |
Depreciation and amortization | 6,667 | 3,104 | 12,101 | 5,298 |
Total expenses | 68,185 | 38,049 | 130,886 | 69,366 |
Income from operations | 76,298 | 52,483 | 148,861 | 94,996 |
Other income (expense): | ||||
Interest expense, net | (6,649) | (5,302) | (14,548) | (11,214) |
Other (expense) income, net | 333 | (4,969) | 295 | (71) |
Total other expense | (6,316) | (10,271) | (14,253) | (11,285) |
Income before provision for income taxes | 69,982 | 42,212 | 134,608 | 83,711 |
Provision for income taxes | 29,102 | 23,274 | 63,650 | 41,168 |
Net income and comprehensive income | $ 40,880 | $ 18,938 | $ 70,958 | $ 42,543 |
Basic net income per common share | $ 0.33 | $ 0.17 | $ 0.59 | $ 0.38 |
Diluted net income per common share | $ 0.31 | $ 0.16 | $ 0.55 | $ 0.37 |
Weighted average number of common shares used in computing net income per common share: | ||||
Basic | 125,631,725 | 111,573,332 | 120,351,366 | 110,959,839 |
Diluted | 133,002,231 | 115,307,313 | 127,884,913 | 114,468,339 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | PurePenn, LLC | Mountaineer Holding, LLC | Keystone Relief Centers LLC | Nature’s Remedy of Massachusetts, Inc. | Solevo Wellness West Virginia, LLC | Super Voting Shares | Multiple Voting Shares | Subordinate Voting Shares | Subordinate Voting SharesMountaineer Holding, LLC | Subordinate Voting SharesNature’s Remedy of Massachusetts, Inc. | Subordinate Voting SharesSolevo Wellness West Virginia, LLC | Common Shares | Common SharesMountaineer Holding, LLC | Common SharesNature’s Remedy of Massachusetts, Inc. | Common SharesSolevo Wellness West Virginia, LLC | Additional Paid-in-Capital | Additional Paid-in-CapitalPurePenn, LLC | Additional Paid-in-CapitalMountaineer Holding, LLC | Additional Paid-in-CapitalKeystone Relief Centers LLC | Additional Paid-in-CapitalNature’s Remedy of Massachusetts, Inc. | Additional Paid-in-CapitalSolevo Wellness West Virginia, LLC | 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, 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 | ||||||||||||||||||||
Net income and comprehensive income | 42,543 | |||||||||||||||||||||||
Ending Balance at Jun. 30, 2020 | 188,568 | 89,334 | 99,234 | |||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 67,813,300 | 6,661,374 | 38,594,983 | 113,069,657 | ||||||||||||||||||||
Beginning Balance at Mar. 31, 2020 | 157,710 | 77,414 | 80,296 | |||||||||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2020 | 67,813,300 | 6,661,374 | 35,871,672 | 110,346,346 | ||||||||||||||||||||
Share-based compensation | 462 | 462 | ||||||||||||||||||||||
Shares issued for cash - warrant exercise | 11,458 | 11,458 | ||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 2,723,311 | 2,723,311 | ||||||||||||||||||||||
Net income and comprehensive income | 18,938 | 18,938 | ||||||||||||||||||||||
Ending Balance at Jun. 30, 2020 | 188,568 | 89,334 | 99,234 | |||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 67,813,300 | 6,661,374 | 38,594,983 | 113,069,657 | ||||||||||||||||||||
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 | (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 | |||||||||||||||||||||
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 | ||||||||||||||||||||
Net income and comprehensive income | 70,958 | |||||||||||||||||||||||
Ending Balance at Jun. 30, 2021 | 756,235 | 522,898 | 42,689 | 190,648 | ||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 56,461,096 | 70,521,604 | 126,982,700 | |||||||||||||||||||||
Beginning Balance at Mar. 31, 2021 | 485,584 | 291,385 | 44,431 | 149,768 | ||||||||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 56,482,769 | 63,693,770 | 120,176,539 | |||||||||||||||||||||
Share-based compensation | 744 | 744 | ||||||||||||||||||||||
Shares issued for cash - warrant exercise | 811 | 2,553 | (1,742) | |||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 100,400 | 100,400 | ||||||||||||||||||||||
Common stock issued upon cashless warrant exercise (in shares) | 661,614 | 661,614 | ||||||||||||||||||||||
Tax withholding related to net share settlement of equity awards | (595) | (595) | ||||||||||||||||||||||
Tax withholding related to net share settlement of equity awards (in shares) | (15,734) | (15,734) | ||||||||||||||||||||||
Issuance of shares in offering, net of issuance costs | 217,896 | 217,896 | ||||||||||||||||||||||
Issuance of shares in offering, net of issuance costs (in shares) | 5,750,000 | 5,750,000 | ||||||||||||||||||||||
Contingent consideration payable in shares | (2,800) | (2,800) | ||||||||||||||||||||||
Adjustment of fair value of equity consideration | $ 2,711 | $ 1,004 | $ 2,711 | $ 1,004 | ||||||||||||||||||||
Shares issued for acquisition | $ 3,000 | $ 6,500 | $ 500 | $ 3,000 | $ 6,500 | $ 500 | ||||||||||||||||||
Shares issued for acquisition (in shares) | 60,342 | 237,881 | 11,658 | 60,342 | 237,881 | 11,658 | ||||||||||||||||||
Conversion of Multiple Voting to Subordinate Voting Shares | (21,673) | 21,673 | ||||||||||||||||||||||
Net income and comprehensive income | 40,880 | 40,880 | ||||||||||||||||||||||
Ending Balance at Jun. 30, 2021 | $ 756,235 | $ 522,898 | $ 42,689 | $ 190,648 | ||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 56,461,096 | 70,521,604 | 126,982,700 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flow from operating activities | ||
Net income and comprehensive income | $ 70,958 | $ 42,543 |
Adjustments to reconcile net income and comprehensive income to net cash provided by operating activities: | ||
Depreciation and amortization | 12,101 | 5,298 |
Depreciation and amortization included in cost of goods sold | 8,687 | 4,891 |
Non-cash interest expense | 1,507 | 1,434 |
Amortization of operating lease right of use assets | 1,910 | 1,508 |
Share-based compensation | 1,485 | 1,685 |
Accretion of construction finance liability | 1,068 | 430 |
Loss on fair value of warrants | 1,021 | |
Deferred income tax expense | (1,986) | (915) |
Changes in operating assets and liabilities: | ||
Inventories | (14,316) | (7,820) |
Accounts receivable | (3,446) | |
Prepaid expenses and other current assets | (8,896) | (4,539) |
Other assets | (5,603) | (2,196) |
Income tax payable / receivable | (14,032) | 42,838 |
Accounts payable and accrued liabilities | 2,152 | (8,666) |
Operating lease liabilities | (1,633) | (1,233) |
Deferred revenue | (992) | 1,392 |
Other long-term liabilities | 230 | |
Net cash provided by operating activities | 49,194 | 77,671 |
Cash flow from investing activities | ||
Purchases of property and equipment | (115,302) | (27,923) |
Purchases of property and equipment related to construction finance liability | (7,147) | (17,694) |
Cash paid for internal use software | (1,951) | |
Acquisitions, net of cash acquired | (10,158) | |
Capitalized interest | (2,130) | (814) |
Net cash used in investing activities | (136,688) | (46,431) |
Cash flow from financing activities | ||
Proceeds from share warrant exercise | 7,672 | 11,458 |
Proceeds from construction finance liability | 7,148 | 18,600 |
Proceeds from shares issued pursuant to private placement | 217,896 | |
Payments on finance lease obligations | (2,091) | (2,056) |
Payments on notes payable - related party | (11) | (742) |
Payments for taxes related to net share settlement of equity awards | (595) | |
Net cash provided by financing activities | 230,019 | 27,260 |
Net increase in cash and cash equivalents | 142,525 | 58,500 |
Cash and cash equivalents, beginning of period | 146,713 | 91,813 |
Cash and cash equivalents, end of period | 289,238 | 150,313 |
Supplemental disclosure of cash flow information | ||
Interest | 15,047 | 10,362 |
Income taxes | 79,950 | 115 |
Other noncash investing and financing activities | ||
Adjustment to PurePenn, LLC and Keystone Relief Centers, LLC contingent consideration | 2,800 | |
ASC 842 lease additions - operating and finance leases | 12,383 | 13,520 |
Shares issued for acquisitions | 10,000 | |
Purchase of property and equipment financed with accounts payable | $ 13,751 | $ 5,919 |
The Company
The Company | 6 Months Ended |
Jun. 30, 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. As of June 30, 2021, substantially all of our revenue was generated from the sale of medical cannabis products in the State of Florida. To date, neither the sale of adult-use cannabis products, nor our operations in Massachusetts, California, Connecticut, Pennsylvania, and West Virginia, have been material to our business. 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 is located Tallahassee, Florida. The Company’s registered office is located in British Columbia. The Company is listed on the Canadian Securities Exchange (the “CSE”) and began trading on September 24, 2018 under the ticker symbol “TRUL”, and trades on the OTCQX market under the symbol “TCNNF”. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation and include: • Reclassification of internal use software with a net book value of $3.7 million from “Property and equipment, net” to “Intangible assets, net” in the consolidated balance sheet as of December 31, 2020, due to a change in accounting policy. • Reclassification of property and equipment with a net book value of $50.0 million from construction in progress to land, buildings and improvements, and furniture and equipment in Footnote 5, Property and Equipment as of December 31, 2020. 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 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 | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination And Asset Acquisition [Abstract] | |
Acquisitions | NOTE 3. ACQUISITIONS (a) Nature’s Remedy of Massachusetts, Inc. On June 30, 2021, the Company completed an asset purchase agreement whereby Trulieve acquired a licensed, but not yet operating, adult-use dispensary location from Nature’s Remedy of Massachusetts, Inc. (“Nature’s Remedy”). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (dollars in thousands) Consideration: Cash $ 7,000 Shares issued upon issuance 6,500 Transaction costs 23 Fair value of consideration exchanged $ 13,523 Recognized amounts of identifiable assets acquired and liabilities assumed: Prepaid expenses and other current assets $ 12 Property and equipment 749 Right of use asset - finance 594 Intangible assets Dispensary license 18,757 Accounts payable and accrued liabilities (335 ) Finance lease liability (594 ) Deferred tax liability (5,660 ) Total net assets acquired $ 13,523 The acquired intangible asset is represented by the adult-use license and is treated as a definite-lived intangible asset amortized over a 15-year useful life. (b) Solevo Wellness West Virginia, LLC On June 8, 2021, the Company acquired 100% of the membership interests of Solevo Wellness West Virginia, LLC (“Solevo WV”) which holds three West Virginia dispensary licenses. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (c) Mountaineer Holding, LLC On May 6, 2021, the Company acquired 100% of the membership interests of Mountaineer Holding LLC (“Mountaineer”) which holds a cultivation permit and two dispensary permits in West Virginia. Total consideration was $6.0 million consisting of $3.0 million in cash and $3.0 million or 60,342 in Trulieve shares. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (d) PurePenn, LLC and Pioneer Leasing & Consulting, LLC On November 12, 2020, the Company acquired 100% of the membership interests of both PurePenn, LLC, which holds a permit to cultivate and process medical marijuana in Pennsylvania, 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 valued at $48.7 million, comprised of 1,298,964 in Trulieve Subordinate Voting Shares (“Trulieve Shares”) with a fair value of $29.7 million and $19.0 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 condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income, condensed consolidated changes in shareholders’ equity, and condensed consolidated statement of cash flows for periods subsequent to the acquisition date. As of June 30, 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. For the three months ended June 30, 2021, we recorded an adjustment to the initial valuation of shares issued upon issuance, which increased the fair value of the consideration exchanged and the estimated purchase price by $2.7 million and increased goodwill by $2.7 million and we recorded an adjustment to the initial valuation of contingent consideration payable in shares, which reduced contingent consideration payable in shares and the estimated purchase price by $3.0 million and decreased goodwill by $3.0 million. 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 29,711 Contingent consideration payable in shares 46,951 Fair value of consideration exchanged $ 95,662 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 563 Accounts receivable 1,300 Prepaid expenses and other current assets 376 Inventories 7,461 Property and equipment, net 26,233 Intangible assets, net: Tradename 580 Moxie license 2,960 State license 45,310 Goodwill 46,973 Other assets 478 Accounts payable and accrued liabilities (2,189 ) Construction finance liability (17,413 ) Deferred tax liability (16,970 ) Total net assets acquired $ 95,662 (e) 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”), which holds a permit to operate three medical marijuana dispensaries in the Pittsburgh, Pennsylvania area. Trulieve acquired Solevo for an upfront purchase price of $21.0 million, comprised of $10.0 million in cash and 481,097 in Trulieve Shares with a fair value of $11.0 million, 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 condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income, condensed consolidated changes in shareholders’ equity, and condensed consolidated statement of cash flows for periods subsequent to the acquisition date. As of June 30, 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 adjusted, primarily to Net working capital, Goodwill and Intangible assets. For the three months ended March 31, 2021, we recorded an adjustment of $3.8 million to the initial valuation amount of intangible assets for the dispensary license, increasing the dispensary license balance by $3.8 million and decreasing goodwill by $3.8 million. For the three months ended June 30, 2021, we recorded an adjustment to the initial valuation of shares issued upon issuance, which increased the fair value of the consideration exchanged by $1.0 million and increased goodwill by $1.0 million, and we recorded an adjustment to the intial valuation of contingent consideration payable in shares, which increased contingent consideration payable in shares and the estimated purchase price by $0.2 million and increased goodwill by $0.2 million. 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 11,004 Contingent consideration payable in shares 15,249 Net working capital adjustment 624 Fair value of consideration exchanged $ 36,877 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 1,229 Accounts receivable 117 Prepaid expenses and other current assets 91 Inventories 2,337 Property and equipment, net 2,245 Right of use asset 2,156 Intangible assets, net: Dispensary license 19,890 Tradename 930 Goodwill 16,835 Accounts payable and accrued liabilities (790 ) Lease liability (2,156 ) Deferred tax liability (6,007 ) Total net assets acquired $ 36,877 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 4. INVENTORY The Company’s inventory includes the following at June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 (dollars in thousands) Raw material Cannabis plants $ 17,577 $ 10,661 Harvested cannabis and packaging 17,093 11,233 Total raw material 34,670 21,894 Work in process 56,822 54,780 Finished goods-unmedicated 4,039 3,908 Finished goods-medicated 17,097 17,730 Total inventories $ 112,628 $ 98,312 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 5. PROPERTY & EQUIPMENT At June 30, 2021 and December 31, 2020, Property and Equipment consisted of the following: June 30, 2021 December 31, 2020 (dollars in thousands) Land $ 5,877 $ 5,878 Buildings and improvements 250,855 156,372 Construction in progress 134,780 129,588 Furniture and equipment 78,578 51,714 Vehicles 351 351 Total 470,441 343,903 Less: accumulated depreciation (42,775 ) (29,858 ) Total property and equipment, net $ 427,666 $ 314,045 Capitalized interest for the three and six months ended June 30, 2021 totaled $1.8 million and $2.1 million, respectively. Capitalized interest for the three and six months ended June 30, 2020 totaled $0.6 million and $0.8 million, respectively. Depreciation expense for the three and six months ended June 30, 2021 totaled $7.3 million and $12.9 million, respectively. Depreciation expense for the three and six months ended June 30, 2020 totaled $3.6 million and $6.8 million respectively. |
Intangible Assets & Goodwill
Intangible Assets & Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets & Goodwill | NOTE 6. INTANGIBLE ASSETS & GOODWILL At June 30, 2021 and December 31, 2020, definite-lived intangible assets consisted of the following: June 30, 2021 (dollars in thousands) Net amount Adjustments to purchase price allocation Additions Amortization expense Net amount Licenses $ 84,517 $ 3,683 $ 28,195 $ 3,125 $ 113,270 Moxie brand 2,828 — — 494 2,334 Tradenames 2,109 — — 428 1,681 Customer relationship 683 — — 100 583 Non-compete 7 — — 7 — Internal use software 3,656 — 1,952 370 5,238 $ 93,800 $ 3,683 $ 30,147 $ 4,524 $ 123,106 December 31, 2020 (dollars in thousands) Net amount Acquired license agreements Additions Amortization expense Net 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 — Internal use software 3,656 — — — 3,656 $ 30,036 $ 887 $ 65,870 $ 2,993 $ 93,800 Amortization expense for the three and six months ended June 30, 2021 was $2.5 million and $4.5 million, respectively. The following table outlines the estimated future annual amortization expense related to all intangible assets as of June 30, 2021: Estimated amortization (dollars in thousands) Remaining 2021 $ 5,359 2022 11,134 2023 10,348 2024 9,376 2025 8,923 Thereafter 77,966 $ 123,106 Goodwill arose from the acquisition of PurePenn, LLC, Pioneer Leasing & Consulting and Solevo Wellness, see “Note 3 - Acquisitions” At June 30, 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 Measurement period purchase price allocation adjustments of Solevo Wellness (2,639 ) Measurement period purchase price allocation adjustments of PurePenn, LLC and Pioneer Leasing & Consulting, LLC (338 ) At June 30, 2021 $ 71,123 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7. NOTES PAYABLE At June 30, 2021 and December 31, 2020, notes payable consisted of the following: June 30, 2021 December 31, 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 Total notes payable 6,000 6,000 Less current portion (4,667 ) (2,000 ) Long-term notes payable $ 1,333 $ 4,000 Stated maturities of notes payable are as follows: As of June 30, (dollars in thousands) 2021 $ 2,000 2022 4,000 $ 6,000 |
Notes Payable Related Party
Notes Payable Related Party | 6 Months Ended |
Jun. 30, 2021 | |
Notes Payable Related Party [Abstract] | |
Notes Payable Related Party | NOTE 8. NOTES PAYABLE RELATED PARTY At June 30, 2021 and December 31, 2020, notes payable related party consisted of the following: June 30, 2021 December 31, 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 (12,000 ) (12,011 ) Non-current portion $ — $ — Stated maturities of notes payable to related parties are as follows: (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. |
Private Placement Notes
Private Placement Notes | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Private Placement Notes | NOTE 9. PRIVATE PLACEMENT NOTES In 2019, the Company completed two private placement arrangements (the “June Notes” and the “November Notes”), each comprised of 5-year senior secured promissory notes with a face value of $70.0 million and $60.0 million, respectively. Both notes accrue interest at an annual rate of 9.75%, payable semi-annually, in equal installments, in arrears on June 18 and December 18 of each year. The purchasers of the June Notes received warrants to purchase 1,470,000 Subordinate Voting Shares and the purchasers of the November Notes received warrants to purchase 1,560,000 Subordinate Voting Shares, which can be exercised for three years after closing. The 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 $54.5 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 and six months ended June 30, 2021 accretion expense was $0.8 million and $1.5 million respectively. For the three and six months ended June 30, 2020, accretion expense was $0.7 million and $1.4 million, respectively. Accretion expense is included in general and administrative expenses in the condensed consolidated 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 condensed 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 Warrants and November Warrants 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 June 30, 2021 in the successive five-year period and thereafter are summarized below: Private placement notes (dollars in thousands) 2021 $ — 2022 — 2023 — 2024 130,000 2025 — Thereafter — Total debt 130,000 Less: unamortized debt issuance costs (11,327 ) Net debt $ 118,673 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | NOTE 10. LEASES The following table provides the components of lease cost recognized in the condensed consolidated statement of operations and comprehensive income for the three and six months ended June 30, 2021 and 2020: For the Three Months Ended June 30, For the Six Months Ended June 30, Lease Cost 2021 2020 2021 2020 (dollars in thousands) Operating lease cost 1,695 1,548 3,267 2,543 Finance lease cost: Amortization of lease assets 1,797 1,336 3,367 2,192 Interest on lease liabilities 958 612 1,737 1,019 Finance lease cost 2,755 1,948 5,104 3,211 Variable lease cost 215 189 610 282 Total lease cost $ 4,665 $ 3,685 $ 8,981 $ 6,036 Weighted average discount rate and remaining lease term for the six months ended June 30, 2021 are as follows: Finance lease Operating lease Weighted average discount rate 8.36 % 8.66 % Weighted average remaining lease term (in years) 8.03 7.48 The maturity of the contractual undiscounted lease liabilities as of June 30, 2021 is as follows: Finance leases Operating leases (dollars in thousands) Remainder of 2021 $ 4,117 $ 3,141 2022 8,086 6,191 2023 7,691 6,005 2024 7,188 5,644 2025 6,821 5,597 Thereafter 28,166 18,577 Total undiscounted lease liabilities 62,069 45,155 Interest on lease liabilities (17,652 ) (12,191 ) Total present value of minimum lease payments 44,417 32,964 Lease liability - current portion (4,723 ) (3,583 ) Lease liability $ 39,694 $ 29,381 |
Construction Finance Liability
Construction Finance Liability | 6 Months Ended |
Jun. 30, 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 June 30, 2021, the total finance liability associated with this transaction is $44.3 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 June 30, 2021, the total finance liability associated with this transaction is $17.3 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. five-year of the TI allowance has been provided. As of June 30, 2021, the total finance liability associated with this transaction is $28.7 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 condensed consolidated balance sheet within Property and equipment, net and depreciated over the assets' remaining useful life. |
Share Capital
Share Capital | 6 Months Ended |
Jun. 30, 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 June 30, 2021, and 2020, there were 70,521,604 and 38,594,983 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 June 30, 2021, and 2020, there were 564,611, and 66,614 Multiple Voting Shares issued and outstanding, respectively, which were equal to 56,461,096, and 6,661,374 Subordinate Voting Shares, respectively, if converted. (ii i ) 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 the Company’s Articles, all of the outstanding Super Voting Shares converted automatically, without any action by the holders of such Super Voting Shares, into Multiple Voting Shares and, following that conversion, the Company may not issue additional Super Voting Shares. As of June 30, 2021, and 2020, there were 0, and 67,813 Super Voting Shares issued or outstanding, respectively, which were equal to 0 and 67,813,300 Super Voting Shares, respectively, if converted. |
Share Based Compensation
Share Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share Based Compensation | NOTE 13. SHARE-BASED COMPENSATION Options The Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”) was adopted at the annual meeting of shareholders. The 2021 Plan reserves 4,000,000 Subordinate Voting Shares for issuance thereunder and replaced the Schyan Exploration Inc. Stock Option Plan (the “Prior Plan”). Awards previously granted under the Prior Plan, including equity awards granted in the first quarter of 2021 for performance in 2020, remain subject to the terms of the Prior Plan. No further grants of awards shall be made under the Prior Plan. The Prior Plan is administered by the Board of Directors of the Company and the 2021 Plan is administered by the Compensation Committee. No awards were granted under the 2021 Plan between the date of its adoption by shareholders on June 10, 2021 and June 30, 2021. The fair value of stock options granted by the Company during 2021 and 2020, under the Prior Plan, were estimated on the date of the grant using the Black-Scholes option-pricing model with the relevant assumptions outlined in the table below. 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 On January 3, 2020, under the Prior Plan, the Board awarded options to purchase shares to directors, officers, and key employees of the Company. In accordance with the Prior Plan’s policy, the vesting period for employees is 15% as of the date of issuance, 25% vest on December 31, 2020, and 60% vest on December 31, 2021. For founding members of the Board of Directors, the options were fully vested on the date of grant. For non-founding members of the Board of Directors, 50% of the options were vested on December 31, 2020, and 50% will vest on December 31, 2021. For the Six Months Ended June 30, 2021 For the Six Months Ended June 30, 2020 Fair value at grant date $11.20 $3.11 - $3.26 Stock price at grant date $33.42 $11.52 - $12.50 Exercise price at grant date $33.42 $11.52 - $12.50 Expected life in years 3.00 1.58 - 2.00 Expected volatility 49.88% 49.10% - 50.15% Expected annual rate of dividends 0% 0% Risk free annual interest rate 0.16% 1.40 - 1.58% On January 4, 2021, under the Prior Plan, the Board awarded options to purchase shares to directors, officers, and key employees of the Company. In accordance with the Prior 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 six months ended June 30, 2021, the Company recorded share-based compensation for all stock options in the amount of $1.5 million. This is recognized as $0.1 million Cost of goods sold, net, $1.1 million General and administrative and $0.3 million Sales and marketing in the condensed consolidated statements of operations and comprehensive income. The number and weighted-average exercise prices and remaining contractual life of options at June 30, 2021 were as follows: Number of options Weighted average exercise price Weighted average remaining contractual life (yrs) Aggregate intrinsic value Outstanding at January 1, 2021 1,129,774 11.72 4.01 — Granted 326,872 33.42 4.52 — Exercised — — — — Forfeited — — — — Outstanding, June 30, 2021 1,456,646 $ 16.59 3.80 $ 20.91 Exercisable, June 30, 2021 554,459 $ 11.70 3.59 $ 25.80 Total unvested options as of June 30, 2021, is 902,187 which are expected to vest over time and have an aggregate unrecognized compensation expense of $3.2 million. The unrecognized compensation expense will be recognized over a weighted average period of 2.01 years. As noted above, following shareholder approval of the 2021 Plan, no further grants of awards shall be made under the Prior Plan. 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 six months ended June 30, 2021 and 2020, no warrants related to share-based compensation were issued. As the warrants had no vesting conditions, the entire share-based compensation expense of $15.0 million was recognized when the warrants were issued in 2018. The following table summarizes the warrants issued and outstanding to certain employees and directors of the Company as of December 31, 2020 and the changes during the six months ended June 30, 2021: Number of warrants Weighted average exercise price ($CAD) Weighted average remaining contractual life (yrs) Outstanding as of January 1, 2021 6,061,561 6.00 0.72 Granted — — — Exercised (795,022 ) 6.00 — Forfeited (116,333 ) — — Outstanding as of June 30, 2021 5,150,206 6.00 0.24 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2021 and 2020: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 (dollars in thousands) (dollars in thousands) Net income $ 40,880 $ 18,938 $ 70,958 $ 42,543 Weighted average number of common shares outstanding 125,631,725 111,573,332 120,351,366 110,959,839 Dilutive effect of warrants and options outstanding 7,370,506 3,733,981 7,533,547 3,508,500 Diluted weighted average number of common shares outstanding 133,002,231 115,307,313 127,884,913 114,468,339 Basic earnings per share $ 0.33 $ 0.17 $ 0.59 $ 0.38 Diluted earnings per share $ 0.31 $ 0.16 $ 0.55 $ 0.37 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15. INCOME TAXES The following table summarizes the Company’s income tax expense and effective tax rate for the three and six months ended June 30, 2021 and 2020 For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 (dollars in thousands) (dollars in thousands) Income before provision for income taxes $ 69,982 $ 42,212 $ 134,608 $ 83,711 Provision for income taxes 29,102 23,274 63,650 41,168 Effective tax rate 42 % 55 % 47 % 49 % |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 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 June 30, 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 June 30, 2021 and 2020, property and equipment purchases totaled $76.4 million, and $35.9 million, respectively. As of June 30, 2021 and December 31, 2020, $13.8 million and $10.4 million of property and equipment purchases was included in accounts payable in the condensed consolidated balance sheets. The use of the Supplier was reviewed and approved by the independent members of the Company’s board of directors, and all invoices of the Supplier are reviewed by the office of the Company’s Chief Legal Officer. The Company 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 June 30, 2021, and December 31, 2020, under ASC 842, the Company had the following in the condensed consolidated balance sheet: As of June 30, 2021 As of December 31, 2020 Finance Operating Finance Operating (dollars in thousands) (dollars in thousands) Right-of-use asset, net $ 3,213 $ 10,720 $ 3,425 $ 12,003 Lease liability: Lease liability - current portion 301 1,381 281 1,539 Lease liability 3,344 9,980 3,500 11,083 Total related parties lease liability $ 3,645 $ 11,361 $ 3,781 $ 12,622 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 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, Massachusetts, California, Connecticut, Pennsylvania and West Virginia, cannabis is a Schedule-I controlled substance and its use and possession remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis would likely result in the Company’s inability to proceed with 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 June 30, 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 condensed 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. After consultation with legal council, the Company believes that the suit is immaterial and that the claims are without merit and intends to vigorously defend against them. (c) Arrangement Agreement On May 10, 2021, Trulieve Cannabis Corp. (the “Company”) entered into an arrangement agreement (the “Arrangement Agreement”) with Harvest Health & Recreation Inc. (“Harvest”), pursuant to which, the Company has agreed, subject to the terms and conditions thereof, to acquire all of the issued and outstanding subordinate voting shares of Harvest (“Subordinate Voting Shares”), multiple voting shares of Harvest (“Multiple Voting Shares”) and super voting shares of Harvest (the “Super Voting Shares” and, together with the Subordinate Voting Shares and Multiple Voting Shares, the “Harvest Voting Shares”), pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “Arrangement”). Subject to the terms and conditions set forth in the Arrangement Agreement and Plan of Arrangement, holders of Harvest Voting Shares will receive 0.1170 of a subordinate voting share of the Company (each a “Company Subordinate Voting Share”), subject to adjustment as described as (the “Exchange Ratio”) within the Arrangement Agreement, for each Harvest Voting Share outstanding immediately prior to the effective time of the Arrangement (the “Effective Time”), with the Super Voting Shares and Multiple Voting Shares treated on an as if converted basis to Subordinate Voting Shares pursuant to their respective terms; provided, the Exchange Ratio may potentially be adjusted upon the occurrence of certain permitted Harvest debt refinancing’s. The Arrangement is intended to qualify as a reorganization for U.S. federal income tax purposes. The Arrangement Agreement includes customary representations, warranties and covenants of Trulieve and Harvest and each party has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between execution of the Arrangement Agreement and the Effective Time as defined within the Arrangement Agreement. The Arrangement Agreement provides for customary non-solicitation covenants, subject to the right of the board of directors of Harvest (the “Board”) to consider and accept a superior proposal (as defined in the Arrangement Agreement), and the right of the Company to match any such proposal within five business days. The Arrangement Agreement also provides for the payment by Harvest to the Company of a $100,000,000 termination fee if the Arrangement Agreement is terminated in certain specified circumstances, including, among other things, in the event that (i) the Board withholds, withdraws, modifies or qualifies any of its recommendations or determinations with respect to the special resolution approving the Arrangement; (ii) the Board, in accordance with certain procedures set forth in the Arrangement Agreement, accepts, recommends, approves or enters into an agreement to implement a superior proposal (as defined in the Arrangement Agreement), or (iii) the Arrangement Agreement is terminated in certain circumstances, including in the event the resolution approving the Arrangement is not approved by Harvest Voting Shareholders, the Arrangement is not consummated on or prior to February 28, 2022 (subject to modification by the parties and extension in certain circumstances), or in the event Harvest willfully failed to fulfill or comply with all covenants contained in the Arrangement Agreement required to be fulfilled or complied with it on or prior to the effective time of the Arrangement, and if (x) prior to the date of termination an acquisition proposal meeting certain requirements has been publicly announced or otherwise communicated to Harvest, and (y) within 12 months of the date of such termination the transaction is completed or Harvest has entered into a definitive agreement with respect to such transaction and such transaction is later consummated or effected (whether or not within such 12 month period). The Arrangement Agreement also provides for the payment by the Company to Harvest of a $100,000,000 termination fee if the Arrangement Agreement is terminated due to the fact that the Arrangement is not consummated on or prior to February 28, 2022 (subject to modification by the parties and extension in certain circumstances) solely due to the failure to obtain certain required regulatory approvals. In the event the Arrangement has not been completed on or before February 28, 2022, the Company has agreed to lend Harvest $25,000,000. In addition, the Company has agreed to lend Harvest an additional amount of $25,000,000 on each of May 31, 2022, August 31, 2022 and November 30, 2022 if the Arrangement has not been completed by the business day preceding each of those respective dates. Such loans will be subject to acceleration in certain customary or to be negotiated events, which include termination of the Arrangement Agreement in order to enter into an alternative transaction agreement for a superior proposal. The Transaction will be consummated subject to the deliverables and provisions as further described in the Arrangement Agreement. Refer to the Quarterly Report on Form 10-Q filed on May 13, 2021, for additional details including the Arrangement Agreement within Exhibit 2.1. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18. SUBSEQUENT EVENTS The Company has evaluated subsequent events through August 12, 2021, which is the date these consolidated financial statements were issued. On July 2, 2021, the Company acquired certain assets of Patient Centric of Martha’s Vineyard (“PCMV”) including the rights to a Provisional Marijuana Retailers License from the Massachusetts Cannabis Control Commission, the right to exercise an option held by PCMV to lease real property in Framingham, Massachusetts for use as a marijuana retailer, and necessary municipal entitlements to operate as a marijuana retailer at the property. Total consideration was $4.8 million or 258,383 in Trulieve Shares, of which 10,879 are subject to a holdback for six months as security for any indemnity claims by the Company under the asset purchase agreement. The acquisition will be accounted for as an asset acquisition. The initial accounting for the asset acquisition is incomplete at the time of this filing due to the limited amount of time since the acquisition date and the ongoing status of the valuation. We anticipate that we will complete the initial accounting for the asset acquisition during the third quarter of 2021. On July 8, 2021, the Company acquired 100% of the membership interests of Anna Holdings, LLC, a company who is the sole equity holder in Chamounix Ventures, LLC which holds a permit to operate dispensaries under Keystone Shops (“Keystone Shops”) with locations in Philadelphia, Devon and King of Prussia, Pennsylvania. Total consideration was $60.0 million consisting of $20.0 million in cash and $40.0 million or 1,009,336 in Trulieve shares. The deal does not carry a deferred payments or earn-out period and provides for an additional $5.0 million in consideration which is contingent on the enactment, adoption or approval of laws allowing for adult-use cannabis in the state of Pennsylvania. The acquisition will be accounted for as a business combination. The initial accounting for the business combination is incomplete at the time of this filing due to the limited amount of time since the acquisition date and the ongoing status of the valuation. As such, we are unable to disclose certain information with respect to the Keystone Shops acquisition including the preliminary estimated fair value of the assets acquired and liabilities assumed. We anticipate that we will complete the initial accounting for the business combination during the third quarter of 2021. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation and include: • Reclassification of internal use software with a net book value of $3.7 million from “Property and equipment, net” to “Intangible assets, net” in the consolidated balance sheet as of December 31, 2020, due to a change in accounting policy. • Reclassification of property and equipment with a net book value of $50.0 million from construction in progress to land, buildings and improvements, and furniture and equipment in Footnote 5, Property and Equipment as of December 31, 2020. |
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. Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes |
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) | 6 Months Ended |
Jun. 30, 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 29,711 Contingent consideration payable in shares 46,951 Fair value of consideration exchanged $ 95,662 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 563 Accounts receivable 1,300 Prepaid expenses and other current assets 376 Inventories 7,461 Property and equipment, net 26,233 Intangible assets, net: Tradename 580 Moxie license 2,960 State license 45,310 Goodwill 46,973 Other assets 478 Accounts payable and accrued liabilities (2,189 ) Construction finance liability (17,413 ) Deferred tax liability (16,970 ) Total net assets acquired $ 95,662 |
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 11,004 Contingent consideration payable in shares 15,249 Net working capital adjustment 624 Fair value of consideration exchanged $ 36,877 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 1,229 Accounts receivable 117 Prepaid expenses and other current assets 91 Inventories 2,337 Property and equipment, net 2,245 Right of use asset 2,156 Intangible assets, net: Dispensary license 19,890 Tradename 930 Goodwill 16,835 Accounts payable and accrued liabilities (790 ) Lease liability (2,156 ) Deferred tax liability (6,007 ) Total net assets acquired $ 36,877 |
Nature’s Remedy of Massachusetts, Inc. | |
Summary of Total Consideration Paid was Allocated to Assets and Liabilities Acquired Based on Relative Fair Values | The total consideration was $13.5 million consisting of $7.0 million in cash and $6.5 million or 237,881 in Trulieve shares. The net assets acquired are as follows: (dollars in thousands) Consideration: Cash $ 7,000 Shares issued upon issuance 6,500 Transaction costs 23 Fair value of consideration exchanged $ 13,523 Recognized amounts of identifiable assets acquired and liabilities assumed: Prepaid expenses and other current assets $ 12 Property and equipment 749 Right of use asset - finance 594 Intangible assets Dispensary license 18,757 Accounts payable and accrued liabilities (335 ) Finance lease liability (594 ) Deferred tax liability (5,660 ) Total net assets acquired $ 13,523 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | The Company’s inventory includes the following at June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 (dollars in thousands) Raw material Cannabis plants $ 17,577 $ 10,661 Harvested cannabis and packaging 17,093 11,233 Total raw material 34,670 21,894 Work in process 56,822 54,780 Finished goods-unmedicated 4,039 3,908 Finished goods-medicated 17,097 17,730 Total inventories $ 112,628 $ 98,312 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | At June 30, 2021 and December 31, 2020, Property and Equipment consisted of the following: June 30, 2021 December 31, 2020 (dollars in thousands) Land $ 5,877 $ 5,878 Buildings and improvements 250,855 156,372 Construction in progress 134,780 129,588 Furniture and equipment 78,578 51,714 Vehicles 351 351 Total 470,441 343,903 Less: accumulated depreciation (42,775 ) (29,858 ) Total property and equipment, net $ 427,666 $ 314,045 |
Intangible Assets & Goodwill (T
Intangible Assets & Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Definite-Lived Intangible Assets | At June 30, 2021 and December 31, 2020, definite-lived intangible assets consisted of the following: June 30, 2021 (dollars in thousands) Net amount Adjustments to purchase price allocation Additions Amortization expense Net amount Licenses $ 84,517 $ 3,683 $ 28,195 $ 3,125 $ 113,270 Moxie brand 2,828 — — 494 2,334 Tradenames 2,109 — — 428 1,681 Customer relationship 683 — — 100 583 Non-compete 7 — — 7 — Internal use software 3,656 — 1,952 370 5,238 $ 93,800 $ 3,683 $ 30,147 $ 4,524 $ 123,106 December 31, 2020 (dollars in thousands) Net amount Acquired license agreements Additions Amortization expense Net 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 — Internal use software 3,656 — — — 3,656 $ 30,036 $ 887 $ 65,870 $ 2,993 $ 93,800 |
Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets | The following table outlines the estimated future annual amortization expense related to all intangible assets as of June 30, 2021: Estimated amortization (dollars in thousands) Remaining 2021 $ 5,359 2022 11,134 2023 10,348 2024 9,376 2025 8,923 Thereafter 77,966 $ 123,106 |
Summary of Goodwill | At June 30, 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 Measurement period purchase price allocation adjustments of Solevo Wellness (2,639 ) Measurement period purchase price allocation adjustments of PurePenn, LLC and Pioneer Leasing & Consulting, LLC (338 ) At June 30, 2021 $ 71,123 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | At June 30, 2021 and December 31, 2020, notes payable consisted of the following: June 30, 2021 December 31, 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 Total notes payable 6,000 6,000 Less current portion (4,667 ) (2,000 ) Long-term notes payable $ 1,333 $ 4,000 |
Schedule of Stated Maturities of Notes Payable | Stated maturities of notes payable are as follows: As of June 30, (dollars in thousands) 2021 $ 2,000 2022 4,000 $ 6,000 |
Notes Payable Related Party (Ta
Notes Payable Related Party (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Notes Payable Related Party [Abstract] | |
Summary of Notes Payable Related Party | At June 30, 2021 and December 31, 2020, notes payable related party consisted of the following: June 30, 2021 December 31, 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 (12,000 ) (12,011 ) Non-current portion $ — $ — |
Summary of Stated Maturities of Notes Payable to Related Parties | Stated maturities of notes payable to related parties are as follows: (dollars in thousands) 2022 $ 12,000 $ 12,000 |
Private Placement Notes (Tables
Private Placement Notes (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2021 in the successive five-year period and thereafter are summarized below: Private placement notes (dollars in thousands) 2021 $ — 2022 — 2023 — 2024 130,000 2025 — Thereafter — Total debt 130,000 Less: unamortized debt issuance costs (11,327 ) Net debt $ 118,673 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Components of Lease Cost | The following table provides the components of lease cost recognized in the condensed consolidated statement of operations and comprehensive income for the three and six months ended June 30, 2021 and 2020: For the Three Months Ended June 30, For the Six Months Ended June 30, Lease Cost 2021 2020 2021 2020 (dollars in thousands) Operating lease cost 1,695 1,548 3,267 2,543 Finance lease cost: Amortization of lease assets 1,797 1,336 3,367 2,192 Interest on lease liabilities 958 612 1,737 1,019 Finance lease cost 2,755 1,948 5,104 3,211 Variable lease cost 215 189 610 282 Total lease cost $ 4,665 $ 3,685 $ 8,981 $ 6,036 |
Schedule of Weighted Average Discount Rate and Remaining Lease Term | Weighted average discount rate and remaining lease term for the six months ended June 30, 2021 are as follows: Finance lease Operating lease Weighted average discount rate 8.36 % 8.66 % Weighted average remaining lease term (in years) 8.03 7.48 |
Schedule of Maturity of Contractual Undiscounted Lease Liabilities | The maturity of the contractual undiscounted lease liabilities as of June 30, 2021 is as follows: Finance leases Operating leases (dollars in thousands) Remainder of 2021 $ 4,117 $ 3,141 2022 8,086 6,191 2023 7,691 6,005 2024 7,188 5,644 2025 6,821 5,597 Thereafter 28,166 18,577 Total undiscounted lease liabilities 62,069 45,155 Interest on lease liabilities (17,652 ) (12,191 ) Total present value of minimum lease payments 44,417 32,964 Lease liability - current portion (4,723 ) (3,583 ) Lease liability $ 39,694 $ 29,381 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Fair Value of Options Granted with Assumptions | For the Six Months Ended June 30, 2021 For the Six Months Ended June 30, 2020 Fair value at grant date $11.20 $3.11 - $3.26 Stock price at grant date $33.42 $11.52 - $12.50 Exercise price at grant date $33.42 $11.52 - $12.50 Expected life in years 3.00 1.58 - 2.00 Expected volatility 49.88% 49.10% - 50.15% Expected annual rate of dividends 0% 0% Risk free annual interest rate 0.16% 1.40 - 1.58% |
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 June 30, 2021 were as follows: Number of options Weighted average exercise price Weighted average remaining contractual life (yrs) Aggregate intrinsic value Outstanding at January 1, 2021 1,129,774 11.72 4.01 — Granted 326,872 33.42 4.52 — Exercised — — — — Forfeited — — — — Outstanding, June 30, 2021 1,456,646 $ 16.59 3.80 $ 20.91 Exercisable, June 30, 2021 554,459 $ 11.70 3.59 $ 25.80 |
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, 2020 and the changes during the six months ended June 30, 2021: Number of warrants Weighted average exercise price ($CAD) Weighted average remaining contractual life (yrs) Outstanding as of January 1, 2021 6,061,561 6.00 0.72 Granted — — — Exercised (795,022 ) 6.00 — Forfeited (116,333 ) — — Outstanding as of June 30, 2021 5,150,206 6.00 0.24 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2021 and 2020: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 (dollars in thousands) (dollars in thousands) Net income $ 40,880 $ 18,938 $ 70,958 $ 42,543 Weighted average number of common shares outstanding 125,631,725 111,573,332 120,351,366 110,959,839 Dilutive effect of warrants and options outstanding 7,370,506 3,733,981 7,533,547 3,508,500 Diluted weighted average number of common shares outstanding 133,002,231 115,307,313 127,884,913 114,468,339 Basic earnings per share $ 0.33 $ 0.17 $ 0.59 $ 0.38 Diluted earnings per share $ 0.31 $ 0.16 $ 0.55 $ 0.37 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense and Effective Tax Rate | The following table summarizes the Company’s income tax expense and effective tax rate for the three and six months ended June 30, 2021 and 2020 For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 (dollars in thousands) (dollars in thousands) Income before provision for income taxes $ 69,982 $ 42,212 $ 134,608 $ 83,711 Provision for income taxes 29,102 23,274 63,650 41,168 Effective tax rate 42 % 55 % 47 % 49 % |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Right of Use Assets and Lease Liability under ASC 842 | As of June 30, 2021, and December 31, 2020, under ASC 842, the Company had the following in the condensed consolidated balance sheet: As of June 30, 2021 As of December 31, 2020 Finance Operating Finance Operating (dollars in thousands) (dollars in thousands) Right-of-use asset, net $ 3,213 $ 10,720 $ 3,425 $ 12,003 Lease liability: Lease liability - current portion 301 1,381 281 1,539 Lease liability 3,344 9,980 3,500 11,083 Total related parties lease liability $ 3,645 $ 11,361 $ 3,781 $ 12,622 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basis Of Presentation [Line Items] | |||
Intangible assets, net | $ 123,106 | $ 93,800 | $ 30,036 |
Property and equipment, net | $ 427,666 | 314,045 | |
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 | ||
Scenario, Adjustment | Land, Buildings and Improvements, and Furniture and Equipment | |||
Basis Of Presentation [Line Items] | |||
Property and equipment, net | 50,000 | ||
Internal Use Software | |||
Basis Of Presentation [Line Items] | |||
Intangible assets, net | $ 5,238 | $ 3,656 | $ 3,656 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | Jun. 30, 2021USD ($)shares | Jun. 08, 2021USD ($)shares | May 06, 2021USD ($)shares | Nov. 12, 2020USD ($)Dispensaryshares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Business Combination And Asset Acquisition [Line Items] | ||||||||
Cash | $ 76,400 | $ 35,900 | ||||||
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | ||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||
Acquired membership interests percentage | 100.00% | |||||||
Upfront payment | $ 48,700 | |||||||
Equity interests acquired, fair value | $ 29,700 | |||||||
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 | $ 1,800 | 1,800 | |||||
Business combination, increase (decrease) in contingent consideration payable | $ (3,000) | 2,700 | ||||||
Goodwill, period increase (decrease) | $ (3,000) | 2,700 | ||||||
Keystone Relief Centers LLC | ||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||
Acquired membership interests percentage | 100.00% | |||||||
Equity interests acquired, fair value | 1,000 | $ 11,000 | 1,000 | 1,000 | ||||
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 | 900 | 900 | |||||
Business combination, increase (decrease) in contingent consideration payable | 200 | |||||||
Goodwill, period increase (decrease) | 200 | $ (3,800) | ||||||
Upfront purchase price | $ 21,000 | |||||||
Business combination, increase in contingent consideration intangible assets | $ 3,800 | |||||||
Goodwill, period increase (decrease) initial valuation | 1,000 | |||||||
Keystone Relief Centers LLC | Pittsburgh, Pennsylvania | ||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||
Number of medical marijuana dispensaries | Dispensary | 3 | |||||||
Nature’s Remedy of Massachusetts, Inc. | ||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||
Total consideration | 13,523 | |||||||
Cash | 7,000 | |||||||
Value of shares issued | $ 6,500 | |||||||
Number of shares issued | shares | 237,881 | |||||||
Transaction costs | $ 23 | |||||||
Deferred tax liability | $ 5,660 | 5,660 | 5,660 | |||||
Nature’s Remedy of Massachusetts, Inc. | Dispensary Licenses | ||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||
Definite lived intangible assets | $ 18,757 | $ 18,757 | $ 18,757 | |||||
Solevo Wellness West Virginia, LLC | ||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||
Percentage of membership interests acquired | 100.00% | |||||||
Total consideration | $ 800 | |||||||
Cash | 200 | |||||||
Value of shares issued | $ 500 | |||||||
Number of shares issued | shares | 11,658 | |||||||
Debt forgiveness | $ 100 | |||||||
Solevo Wellness West Virginia, LLC | Maximum | ||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||
Transaction costs | 100 | |||||||
Solevo Wellness West Virginia, LLC | Dispensary Licenses | ||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||
Total consideration | $ 800 | |||||||
Definite-lived intangible assets, useful life | 15 years | |||||||
Definite lived intangible assets | $ 1,100 | |||||||
Deferred tax liability | $ 300 | |||||||
Mountaineer Holding, LLC | ||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||
Percentage of membership interests acquired | 100.00% | |||||||
Total consideration | $ 6,000 | |||||||
Cash | 3,000 | |||||||
Value of shares issued | $ 3,000 | |||||||
Number of shares issued | shares | 60,342 | |||||||
Mountaineer Holding, LLC | Cultivation Permit and Dispensary Permits | ||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||
Total consideration | $ 6,000 | |||||||
Definite-lived intangible assets, useful life | 15 years | |||||||
Definite lived intangible assets | $ 8,300 | |||||||
Deferred tax liability | $ 2,300 |
Acquisitions - Summary of Total
Acquisitions - Summary of Total Consideration Paid was Allocated to Assets and Liabilities Acquired Based on Relative Fair Values (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Consideration: | |||
Cash | $ 76,400 | $ 35,900 | |
Nature’s Remedy of Massachusetts, Inc. | |||
Consideration: | |||
Cash | $ 7,000 | ||
Shares issued upon issuance | 6,500 | ||
Transaction costs | 23 | ||
Fair value of consideration exchanged | 13,523 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Prepaid expenses and other current assets | 12 | 12 | |
Property and equipment | 749 | 749 | |
Right of use asset - finance | 594 | 594 | |
Intangible assets | |||
Accounts payable and accrued liabilities | (335) | (335) | |
Finance lease liability | (594) | (594) | |
Deferred tax liability | (5,660) | (5,660) | |
Total net assets acquired | 13,523 | 13,523 | |
Nature’s Remedy of Massachusetts, Inc. | Dispensary License | |||
Intangible assets | |||
Intangible assets, net | $ 18,757 | $ 18,757 |
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 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Right of Use Asset | $ 31,254 | $ 28,171 | ||
Intangible assets, net: | ||||
Goodwill | $ 71,123 | $ 74,100 | $ 7,316 | |
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | ||||
Consideration: | ||||
Cash | $ 19,000 | |||
Shares issued upon issuance | 29,711 | |||
Contingent consideration payable in shares | 46,951 | |||
Fair value of consideration exchanged | 95,662 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Cash | 563 | |||
Accounts receivable | 1,300 | |||
Prepaid expenses and other current assets | 376 | |||
Inventories | 7,461 | |||
Property and equipment, net | 26,233 | |||
Intangible assets, net: | ||||
Goodwill | 46,973 | |||
Other assets | 478 | |||
Accounts payable and accrued liabilities | (2,189) | |||
Construction finance liability | (17,413) | |||
Deferred tax liability | (16,970) | |||
Total net assets acquired | 95,662 | |||
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | Tradename | ||||
Intangible assets, net: | ||||
Intangible Assets, Net | 580 | |||
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | Moxie License | ||||
Intangible assets, net: | ||||
Intangible Assets, Net | 2,960 | |||
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | State License | ||||
Intangible assets, net: | ||||
Intangible Assets, Net | 45,310 | |||
Keystone Relief Centers LLC | ||||
Consideration: | ||||
Cash | 10,000 | |||
Shares issued upon issuance | 11,004 | |||
Contingent consideration payable in shares | 15,249 | |||
Net Working Capital Adjustment | 624 | |||
Fair value of consideration exchanged | 36,877 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Cash | 1,229 | |||
Accounts receivable | 117 | |||
Prepaid expenses and other current assets | 91 | |||
Inventories | 2,337 | |||
Property and equipment, net | 2,245 | |||
Right of Use Asset | 2,156 | |||
Intangible assets, net: | ||||
Goodwill | 16,835 | |||
Accounts payable and accrued liabilities | (790) | |||
Lease Liability | (2,156) | |||
Deferred tax liability | (6,007) | |||
Total net assets acquired | 36,877 | |||
Keystone Relief Centers LLC | Tradename | ||||
Intangible assets, net: | ||||
Intangible Assets, Net | 930 | |||
Keystone Relief Centers LLC | Dispensary License | ||||
Intangible assets, net: | ||||
Intangible Assets, Net | $ 19,890 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Total Raw Material | $ 34,670 | $ 21,894 |
Work in process | 56,822 | 54,780 |
Total inventories | 112,628 | 98,312 |
Cannabis Plants | ||
Inventory [Line Items] | ||
Total Raw Material | 17,577 | 10,661 |
Harvested Cannabis and Packaging | ||
Inventory [Line Items] | ||
Total Raw Material | 17,093 | 11,233 |
Unmedicated | ||
Inventory [Line Items] | ||
Finished Goods | 4,039 | 3,908 |
Medicated | ||
Inventory [Line Items] | ||
Finished Goods | $ 17,097 | $ 17,730 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 470,441 | $ 343,903 |
Less: accumulated depreciation | (42,775) | (29,858) |
Total property and equipment, net | 427,666 | 314,045 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 5,877 | 5,878 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 250,855 | 156,372 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 134,780 | 129,588 |
Furniture and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 78,578 | 51,714 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 351 | $ 351 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Interest capitalized | $ 1.8 | $ 0.6 | $ 2.1 | $ 0.8 |
Depreciation | $ 7.3 | $ 3.6 | $ 12.9 | $ 6.8 |
Intangible Assets & Goodwill -
Intangible Assets & Goodwill - Summary of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | $ 93,800 | $ 30,036 | |
Adjustments to purchase price allocation | 3,683 | ||
Acquired license agreements | 887 | ||
Additions | 30,147 | 65,870 | |
Amortization expense | $ 2,500 | 4,524 | 2,993 |
Net amount, ending balance | 123,106 | 123,106 | 93,800 |
Licenses | |||
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | 84,517 | 24,538 | |
Adjustments to purchase price allocation | 3,683 | ||
Acquired license agreements | 887 | ||
Additions | 28,195 | 61,400 | |
Amortization expense | 3,125 | 2,308 | |
Net amount, ending balance | 113,270 | 113,270 | 84,517 |
Moxie Brand | |||
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | 2,828 | ||
Additions | 2,960 | ||
Amortization expense | 494 | 132 | |
Net amount, ending balance | 2,334 | 2,334 | 2,828 |
Tradenames | |||
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | 2,109 | 800 | |
Additions | 1,510 | ||
Amortization expense | 428 | 201 | |
Net amount, ending balance | 1,681 | 1,681 | 2,109 |
Customer Relationship | |||
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | 683 | 883 | |
Amortization expense | 100 | 200 | |
Net amount, ending balance | 583 | 583 | 683 |
Non-compete | |||
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | 7 | 25 | |
Amortization expense | 7 | 18 | |
Net amount, ending balance | 7 | ||
Trademarks | |||
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | 134 | ||
Amortization expense | 134 | ||
Internal Use Software | |||
Finite Lived Intangible Assets [Line Items] | |||
Net amount, beginning balance | 3,656 | 3,656 | |
Additions | 1,952 | ||
Amortization expense | 370 | ||
Net amount, ending balance | $ 5,238 | $ 5,238 | $ 3,656 |
Intangible Assets & Goodwill _2
Intangible Assets & Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 2,500 | $ 4,524 | $ 2,993 |
Intangible Assets & Goodwill _3
Intangible Assets & Goodwill - Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Remaining 2021 | $ 5,359 | ||
2022 | 11,134 | ||
2023 | 10,348 | ||
2024 | 9,376 | ||
2025 | 8,923 | ||
Thereafter | 77,966 | ||
Estimated amortization | $ 123,106 | $ 93,800 | $ 30,036 |
Intangible Assets & Goodwill _4
Intangible Assets & Goodwill - Summary of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | $ 74,100 | $ 7,316 |
Goodwill, Ending Balance | 71,123 | 74,100 |
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | ||
Goodwill [Line Items] | ||
Acquisition | 47,311 | |
Adjustment to Purchase Price Allocation | (338) | |
Solevo Wellness | ||
Goodwill [Line Items] | ||
Acquisition | $ 19,473 | |
Adjustment to Purchase Price Allocation | $ (2,639) |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Notes Payable [Line Items] | ||
Total notes payable | $ 6,000 | $ 6,000 |
Less current portion | (4,667) | (2,000) |
Long-term notes payable | 1,333 | 4,000 |
Promissory Note Dated April10, 2017 with Annual Interest at 12%, Due Between April and July 2022 | ||
Notes Payable [Line Items] | ||
Total notes payable | 4,000 | 4,000 |
Promissory Note Dated December 7, 2017 with Annual Interest at 12%, Due December 2021 | ||
Notes Payable [Line Items] | ||
Total notes payable | $ 2,000 | $ 2,000 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Parenthetical) (Details) | 6 Months Ended |
Jun. 30, 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) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2021 | $ 2,000 | |
2022 | 4,000 | |
Total notes payable | $ 6,000 | $ 6,000 |
Notes Payable Related Party - S
Notes Payable Related Party - Summary of Notes Payable Related Party (Details) - USD ($) $ in Thousands | Jun. 30, 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 | $ (12,000) | $ (12,011) |
Notes Payable Related Party -_2
Notes Payable Related Party - Summary of Notes Payable Related Party (Parenthetical) (Details) | 6 Months Ended |
Jun. 30, 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 | Jun. 30, 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 |
Private Placement Notes - Addit
Private Placement Notes - Additional Information (Details) $ / shares in Units, $ in Millions | Dec. 10, 2020USD ($)$ / shares | Jun. 30, 2021USD ($)$ / shares | Mar. 31, 2021 | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($)shares | Dec. 10, 2020$ / shares | Dec. 09, 2020 | Dec. 31, 2019$ / shares |
Debt [Line Items] | ||||||||||
Share price | $ / shares | $ 33.42 | $ 33.42 | ||||||||
Warrants | ||||||||||
Debt [Line Items] | ||||||||||
Warrants fair value | $ 4.7 | |||||||||
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 | $ 4.4 | |||||||||
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 | $ 130 | ||||||||
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 | |||||||||
Notes payable, annual interest rate | 13.32% | |||||||||
Warrants to purchase of shares | shares | 1,470,000 | |||||||||
Debt instrument, fair value | $ 63.9 | |||||||||
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 warrants to equity expense | $ 25.5 | |||||||||
June Notes | General and Administrative Expenses | ||||||||||
Debt [Line Items] | ||||||||||
Accretion expense | $ 0.8 | $ 0.7 | $ 1.5 | $ 1.4 | ||||||
November Notes | ||||||||||
Debt [Line Items] | ||||||||||
Debt instrument face amount | $ 60 | |||||||||
Notes payable, annual interest rate | 13.43% | |||||||||
Warrants to purchase of shares | shares | 1,560,000 | |||||||||
Debt instrument, fair value | $ 54.5 | |||||||||
November Notes | Supplemental Warrant Indenture | Odyssey Trust Company | ||||||||||
Debt [Line Items] | ||||||||||
Conversion of convertible warrants to equity expense | $ 27.1 |
Private Placement Notes - Summa
Private Placement Notes - Summary of Scheduled Annual Maturities of Principal Portion of Long-Term Debt Outstanding (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 130,000 |
Total debt | 130,000 |
Less: unamortized debt issuance costs | (11,327) |
Net debt | $ 118,673 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 1,695 | $ 1,548 | $ 3,267 | $ 2,543 |
Finance lease cost: | ||||
Amortization of lease assets | 1,797 | 1,336 | 3,367 | 2,192 |
Interest on lease liabilities | 958 | 612 | 1,737 | 1,019 |
Finance lease cost | 2,755 | 1,948 | 5,104 | 3,211 |
Variable lease cost | 215 | 189 | 610 | 282 |
Total lease cost | $ 4,665 | $ 3,685 | $ 8,981 | $ 6,036 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Discount Rate and Remaining Lease Term (Details) | Jun. 30, 2021 |
Leases [Abstract] | |
Finance lease, weighted average discount rate | 8.36% |
Operating lease, weighted average discount rate | 8.66% |
Finance lease, weighted average remaining lease term (in years) | 8 years 10 days |
Operating lease, weighted average remaining lease term (in years) | 7 years 5 months 23 days |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Contractual Undiscounted Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finance Lease | ||
Remainder of 2021 | $ 4,117 | |
2022 | 8,086 | |
2023 | 7,691 | |
2024 | 7,188 | |
2025 | 6,821 | |
Thereafter | 28,166 | |
Total undiscounted lease liabilities | 62,069 | |
Interest on lease liabilities | (17,652) | |
Total present value of minimum lease payments | 44,417 | |
Finance lease liability - current portion | (4,723) | $ (3,877) |
Finance lease liability | 39,694 | 35,058 |
Operating Lease | ||
Remainder of 2021 | 3,141 | |
2022 | 6,191 | |
2023 | 6,005 | |
2024 | 5,644 | |
2025 | 5,597 | |
Thereafter | 18,577 | |
Total undiscounted lease liabilities | 45,155 | |
Interest on lease liabilities | (12,191) | |
Total present value of minimum lease payments | 32,964 | |
Operating lease liability - current portion | (3,583) | (3,154) |
Operating lease liability | $ 29,381 | $ 26,450 |
Construction Finance Liability
Construction Finance Liability - Additional Information (Details) $ in Thousands | Jun. 30, 2021USD ($) | Mar. 08, 2021USD ($) | Oct. 31, 2019USD ($)Option | Jul. 31, 2019USD ($)Option | Dec. 31, 2020USD ($) |
Construction Finance Liability [Line Items] | |||||
Construction finance liability | $ 90,263 | $ 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 | 44,300 | ||||
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 | 17,300 | ||||
Pennsylvania | |||||
Construction Finance Liability [Line Items] | |||||
Proceeds from sale of property | $ 5,000 | ||||
Tenant improvements allowance | $ 36,500 | $ 21,000 | |||
Tenant improvements allowance received | 23,800 | ||||
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 | $ 28,700 | ||||
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) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021Voteshares | Jun. 30, 2020shares | Dec. 31, 2020shares | |
Class Of Stock [Line Items] | |||
Common stock, shares issued | 126,982,700 | 119,573,998 | |
Common stock, shares outstanding | 126,982,700 | 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 | 70,521,604 | 38,594,983 | |
Common stock, shares outstanding | 70,521,604 | 38,594,983 | |
Common stock, shares authorized, unlimited | Unlimited | Unlimited | |
Common stock, shares converted | 56,461,096 | 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 | 564,611 | 66,614 | |
Common stock, shares outstanding | 564,611 | 66,614 | |
Common stock, shares authorized, unlimited | Unlimited | Unlimited | |
Common stock, conversion basis | 100 Subordinate Voting shares for each Multiple Voting Share | ||
Common stock, conversion ratio | 100 | ||
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 | 67,813 | |
Common stock, shares outstanding | 0 | 67,813 | |
Common stock, shares authorized, unlimited | Unlimited | Unlimited | |
Common stock, conversion basis | one Multiple Voting Share for each Super Voting Share | ||
Common stock, conversion ratio | 200 | ||
Common stock, shares converted | 0 | 67,813,300 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) - USD ($) $ in Millions | Jan. 04, 2021 | Jan. 03, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share based compensation awards granted | 326,872 | |||||
Share-based compensation | $ 1.5 | $ 15 | ||||
Share based compensation unvested options, aggregate unrecognized compensation expense | $ 3.2 | $ 3.2 | ||||
Share based compensation unvested options, unrecognized compensation expense weighted average recognition period | 2 years 3 days | |||||
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 | 1.1 | |||||
Sales and Marketing | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation | $ 0.3 | |||||
2021 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common Stock, reserved for future issuance | 4,000,000 | 4,000,000 | ||||
Share based compensation awards granted | 0 | |||||
Prior Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share based compensation, number of further awards granted | 0 | 0 | ||||
Expected term of bond yield rate | 3 years | |||||
Share based compensation unvested options | 902,187 | 902,187 | ||||
Prior Plan | 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% | 15.00% | ||||
Prior Plan | 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% | 25.00% | ||||
Prior Plan | 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% | 60.00% | ||||
Prior Plan | 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% | 50.00% | ||||
Prior Plan | 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% | 50.00% |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Fair Value of Options Granted with Assumptions (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value at grant date | $ 11.20 | |
Stock price at grant date | 33.42 | |
Exercise price at grant date | $ 33.42 | |
Expected life in years | 3 years | |
Expected volatility | 49.88% | |
Expected annual rate of dividends | 0.00% | 0.00% |
Risk free annual interest rate | 0.16% | |
Expected volatility rate, minimum | 49.10% | |
Expected volatility rate, maximum | 50.15% | |
Risk free annual interest rate, minimum | 1.40% | |
Risk free annual interest rate, maximum | 1.58% | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value at grant date | $ 3.11 | |
Stock price at grant date | 11.52 | |
Exercise price at grant date | $ 11.52 | |
Expected life in years | 1 year 6 months 29 days | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value at grant date | $ 3.26 | |
Stock price at grant date | 12.50 | |
Exercise price at grant date | $ 12.50 | |
Expected life in years | 2 years |
Share Based Compensation - Sc_2
Share Based Compensation - Schedule of Number and Weighted-average Exercise Prices and Remaining Contractual Life of Options (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options Outstanding, beginning balance | shares | 1,129,774 | |
Share based compensation awards granted | shares | 326,872 | |
Number of Options Outstanding, Ending balance | shares | 1,456,646 | 1,129,774 |
Number of Options, Exercisable, June 30, 2021 | shares | 554,459 | |
Weighted average exercise price Outstanding, beginning balance | $ / shares | $ 11.72 | |
Weighted average exercise price, Granted | $ / shares | 33.42 | |
Weighted average exercise price Outstanding, Ending balance | $ / shares | 16.59 | $ 11.72 |
Weighted average exercise price, Exercisable, June 30, 2021 | $ / shares | $ 11.70 | |
Weighted Average Remaining Contractual Life (Yrs) Outstanding | 3 years 9 months 18 days | 4 years 3 days |
Weighted Average Remaining Contractual Life (Yrs), Granted | 4 years 6 months 7 days | |
Weighted Average Remaining Contractual Life (Yrs), Exercisable, June 30, 2021 | 3 years 7 months 2 days | |
Aggregate intrinsic value Outstanding | $ | $ 20,910 | |
Aggregate intrinsic value Exercisable | $ | $ 25,800 |
Share Based Compensation - Summ
Share Based Compensation - Summary of Warrants Issued and Outstanding To Certain Employees and Director (Details) - Warrants - Certain Employees and Directors - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Warrants, Outstanding, Beginning Balance | 6,061,561 | |
Number of Warrants, Exercised | (795,022) | |
Number of Warrants, Forfeited | (116,333) | |
Number of Warrants, Outstanding, Ending Balance | 5,150,206 | 6,061,561 |
Weighted average exercise price Outstanding, Beginning Balance | $ 6 | |
Weighted average exercise price, Exercised | 6 | |
Weighted average exercise price Outstanding, Ending Balance | $ 6 | $ 6 |
Weighted Average Remaining Contractual Life (Yrs), Outstanding | 2 months 26 days | 8 months 19 days |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Reconciliation For Calculation Of Basic And Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||
Net income | $ 40,880 | $ 30,078 | $ 18,938 | $ 23,605 | $ 70,958 | $ 42,543 |
Weighted average number of common shares outstanding | 125,631,725 | 111,573,332 | 120,351,366 | 110,959,839 | ||
Dilutive effect of warrants and options outstanding | 7,370,506 | 3,733,981 | 7,533,547 | 3,508,500 | ||
Diluted weighted average number of common shares outstanding | 133,002,231 | 115,307,313 | 127,884,913 | 114,468,339 | ||
Basic earnings per share | $ 0.33 | $ 0.17 | $ 0.59 | $ 0.38 | ||
Diluted earnings per share | $ 0.31 | $ 0.16 | $ 0.55 | $ 0.37 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense and Effective Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income before provision for income taxes | $ 69,982 | $ 42,212 | $ 134,608 | $ 83,711 |
Provision for income taxes | $ 29,102 | $ 23,274 | $ 63,650 | $ 41,168 |
Effective tax rate | 42.00% | 55.00% | 47.00% | 49.00% |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Notes issued, related parties | $ 12 | $ 12 |
Property and equipment purchases | 76.4 | 35.9 |
Accounts Payable | ||
Related Party Transaction [Line Items] | ||
Property and equipment purchases | $ 13.8 | $ 10.4 |
Related Parties - Right of Use
Related Parties - Right of Use Assets and Lease Liability under ASC 842 (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finance | ||
Right-of-use asset, net | $ 41,521 | $ 36,904 |
Lease liability - current portion | 4,723 | 3,877 |
Lease liability | 39,694 | 35,058 |
Total present value of minimum lease payments | 44,417 | |
Operating | ||
Right-of-use asset, net | 31,254 | 28,171 |
Lease liability - current portion | 3,583 | 3,154 |
Lease liability | 29,381 | 26,450 |
Total present value of minimum lease payments | 32,964 | |
Various Related Parties and Benjamin Atkins | ||
Finance | ||
Right-of-use asset, net | 3,213 | 3,425 |
Lease liability - current portion | 301 | 281 |
Lease liability | 3,344 | 3,500 |
Total present value of minimum lease payments | 3,645 | 3,781 |
Operating | ||
Right-of-use asset, net | 10,720 | 12,003 |
Lease liability - current portion | 1,381 | 1,539 |
Lease liability | 9,980 | 11,083 |
Total present value of minimum lease payments | $ 11,361 | $ 12,622 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) - Harvest Health & Recreation, Inc | May 10, 2021USD ($)$ / shares |
Commitments And Contingencies [Line Items] | |
Share price | $ / shares | $ 0.1170 |
Termination fee | $ 100,000,000 |
Business combination agreed to lend amount | 25,000,000 |
Business combination agreed to lend additional amount | $ 25,000,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ in Millions | Jul. 08, 2021 | Jul. 02, 2021 |
PCMV | ||
Subsequent Event [Line Items] | ||
Equity interests acquired, fair value | $ 4.8 | |
Equity interests acquired, number of shares | 258,383 | |
Equity interests acquired, number of shares holdback as security for indemnity claims | 10,879 | |
Equity interests acquired, number of shares holdback period as security for indemnity claims | 6 months | |
Anna Holdings, LLC | ||
Subsequent Event [Line Items] | ||
Equity interests acquired, fair value | $ 40 | |
Equity interests acquired, number of shares | 1,009,336 | |
Acquired membership interests percentage | 100.00% | |
Business combination, total consideration | $ 60 | |
Payment of cash | 20 | |
Business combination, contingent consideration on enactment, adoption or approval | $ 5 |