Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 22, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 000-56248 | ||
Entity Registrant Name | TRULIEVE CANNABIS CORP. | ||
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, Postal Zip Code | 32351 | ||
Entity Address, State or Province | FL | ||
City Area Code | 850 | ||
Local Phone Number | 480-7955 | ||
Title of 12(g) Security | Subordinate Voting Shares | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 845,917,024 | ||
Documents Incorporated By Reference | Part III incorporates certain information by reference from the definitive proxy statement to be filed by the registrant in connection with the 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”). The 2024 Proxy Statement will be filed by the registrant with the Securities and Exchange Commission not later than 120 days after December 31, 2023, the end of the registrant’s fiscal year. | ||
Entity Central Index Key | 0001754195 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Subordinate Voting Shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 160,052,094 | ||
Multiple Voting Shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 26,226,386 | ||
Super Voting Shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 0 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Marcum LLP |
Auditor Firm Id | 688 |
Auditor Location | West Palm Beach, FL |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | ||
Current Assets: | ||||
Cash and cash equivalents | [1] | $ 201,372 | $ 207,185 | [2] |
Restricted cash | 6,607 | 6,607 | ||
Accounts receivable, net | 6,703 | 6,507 | ||
Inventories | 213,120 | 276,505 | ||
Prepaid expenses | 17,620 | 11,031 | ||
Other current assets | 23,735 | 51,247 | ||
Notes receivable - current portion | 6,233 | 728 | ||
Assets associated with discontinued operations | 1,958 | 33,733 | ||
Total current assets | 477,348 | 593,543 | ||
Property and equipment, net | 676,352 | 743,260 | ||
Right of use assets - operating, net | 95,910 | 98,926 | ||
Right of use assets - finance, net | 58,537 | 70,495 | ||
Intangible assets, net | 917,191 | 984,797 | ||
Goodwill | 483,905 | 791,495 | ||
Notes receivable, net | 7,423 | 11,992 | ||
Other assets | 10,379 | 12,768 | ||
Long-term assets associated with discontinued operations | 2,010 | 93,129 | ||
TOTAL ASSETS | 2,729,055 | 3,400,405 | ||
Current Liabilities: | ||||
Accounts payable and accrued liabilities | 83,162 | 82,023 | ||
Income tax payable | 0 | 49,615 | ||
Deferred revenue | 1,335 | 9,459 | ||
Notes payable - current portion | 3,759 | 12,453 | ||
Operating lease liabilities - current portion | 10,068 | 10,291 | ||
Finance lease liabilities - current portion | 7,637 | 8,271 | ||
Construction finance liabilities - current portion | 1,466 | 1,189 | ||
Contingencies | 4,433 | 34,666 | ||
Liabilities associated with discontinued operations | 2,989 | 2,328 | ||
Total current liabilities | 114,849 | 210,295 | ||
Long-Term Liabilities: | ||||
Notes payable, net | 115,855 | 94,247 | ||
Private placement notes, net | 363,215 | 541,664 | ||
Operating lease liabilities | 92,235 | 99,851 | ||
Finance lease liabilities | 61,676 | 69,948 | ||
Construction finance liabilities | 136,659 | 137,144 | ||
Deferred tax liabilities | 206,964 | 224,903 | ||
Uncertain tax position liabilities | 180,350 | 19,459 | ||
Other long-term liabilities | 7,086 | 6,820 | ||
Long-term liabilities associated with discontinued operations | 41,553 | 68,370 | ||
TOTAL LIABILITIES | 1,320,442 | 1,472,701 | ||
Commitments and contingencies (see Note 23) | ||||
SHAREHOLDERS' EQUITY | ||||
Common stock, no par value; unlimited shares authorized. 186,235,818 and 185,987,512 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively. | 0 | 0 | ||
Additional paid-in-capital | 2,055,112 | 2,045,003 | ||
Accumulated deficit | (640,639) | (113,843) | ||
Non-controlling interest | (5,860) | (3,456) | ||
TOTAL SHAREHOLDERS' EQUITY | 1,408,613 | 1,927,704 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 2,729,055 | $ 3,400,405 | ||
[1] Excludes cash associated with discontinued operations for the years ended December 31, 2023, 2022, and 2021 of $0.3 million, $5.7 million, and $4.0 million, respectively. Excludes cash associated with discontinued operations for the years ended December 31, 2023, 2022, and 2021 of $5.7 million, $4.0 million, and zero, respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | ||
Common stock, no par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized, unlimited [Fixed List] | Unlimited | Unlimited |
Common stock, shares issued (in shares) | 186,235,818 | 185,987,512 |
Common stock, shares outstanding (in shares) | 186,235,818 | 185,987,512 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue | $ 1,129,193 | $ 1,218,229 | $ 931,934 |
Cost of goods sold | 540,565 | 529,102 | 365,360 |
Gross profit | 588,628 | 689,127 | 566,574 |
Expenses: | |||
Sales and marketing | 240,165 | 277,563 | 211,905 |
General and administrative | 145,997 | 169,471 | 99,456 |
Depreciation and amortization | 109,825 | 116,381 | 45,791 |
Impairment and disposal of long-lived assets, net | 6,664 | 75,547 | 5,371 |
Impairment of goodwill | 307,590 | 0 | 0 |
Total expenses | 810,241 | 638,962 | 362,523 |
(Loss) income from operations | (221,613) | 50,165 | 204,051 |
Other (expense) income: | |||
Interest expense, net | (81,569) | (73,422) | (29,121) |
Interest income | 6,164 | 1,631 | 205 |
Gain (loss) on extinguishment of debt, net | 5,937 | 0 | 0 |
Other income, net | 6,544 | 2,388 | 1,112 |
Total other expense, net | (62,924) | (69,403) | (27,804) |
(Loss) income before provision for income taxes | (284,537) | (19,238) | 176,247 |
Provision for income taxes | 151,358 | 163,380 | 145,722 |
Net (loss) income from continuing operations | (435,895) | (182,618) | 30,525 |
Net loss from discontinued operations, net of tax benefit (provision) of $4,101, $12,223, and $(339) respectively | (97,241) | (70,109) | (13,080) |
Net (loss) income | (533,136) | (252,727) | 17,445 |
Less: net loss attributable to non-controlling interest from continuing operations | (5,147) | (3,994) | (587) |
Less: net loss attributable to non-controlling interest from discontinued operations | (1,193) | (2,669) | 0 |
Net (loss) income attributable to common shareholders, basic | (526,796) | (246,064) | 18,032 |
Net (loss) income attributable to common shareholders, diluted | $ (526,796) | $ (246,064) | $ 18,032 |
Earnings Per Share [Abstract] | |||
Basic (in dollars per share) | $ (2.28) | $ (0.95) | $ 0.22 |
Diluted (in dollars per share) | (2.28) | (0.95) | 0.21 |
Net loss per share - Discontinued operations: | |||
Basic (in dollars per share) | (0.51) | (0.36) | (0.09) |
Diluted (in dollars per share) | $ (0.51) | $ (0.36) | $ (0.09) |
Weighted average number of common shares used in computing net (loss) income per common share: | |||
Basic (in shares) | 188,974,176 | 187,995,317 | 139,366,940 |
Diluted (in shares) | 188,974,176 | 187,995,317 | 146,757,286 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Tax benefit (expense) of discontinued operations | $ 4,101 | $ 12,223 | $ (339) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | PurePenn, LLC | Keystone Relief Centers LLC | Mountaineer Holding, LLC | Solevo Wellness West Virginia, LLC | Nature’s Remedy of Massachusetts, Inc. | Patient Centric of Martha's Vineyard | Anna Holdings, LLC | Harvest Health & Recreation, Inc | Total Common Shares | Total Common Shares Mountaineer Holding, LLC | Total Common Shares Solevo Wellness West Virginia, LLC | Total Common Shares Nature’s Remedy of Massachusetts, Inc. | Total Common Shares Patient Centric of Martha's Vineyard | Total Common Shares Anna Holdings, LLC | Total Common Shares Harvest Health & Recreation, Inc | Total Common Shares PurePenn, LLC, Pioneer Leasing & Consulting LLC, and Solevo Wellness West Virginia, LLC | Super Voting Shares | Multiple Voting Shares | Subordinate Voting Shares | Subordinate Voting Shares Mountaineer Holding, LLC | Subordinate Voting Shares Solevo Wellness West Virginia, LLC | Subordinate Voting Shares Nature’s Remedy of Massachusetts, Inc. | Subordinate Voting Shares Patient Centric of Martha's Vineyard | Subordinate Voting Shares Anna Holdings, LLC | Subordinate Voting Shares Harvest Health & Recreation, Inc | Subordinate Voting Shares PurePenn, LLC, Pioneer Leasing & Consulting LLC, and Solevo Wellness West Virginia, LLC | Additional Paid-in- Capital | Additional Paid-in- Capital PurePenn, LLC | Additional Paid-in- Capital Keystone Relief Centers LLC | Additional Paid-in- Capital Mountaineer Holding, LLC | Additional Paid-in- Capital Solevo Wellness West Virginia, LLC | Additional Paid-in- Capital Nature’s Remedy of Massachusetts, Inc. | Additional Paid-in- Capital Patient Centric of Martha's Vineyard | Additional Paid-in- Capital Anna Holdings, LLC | Additional Paid-in- Capital Harvest Health & Recreation, Inc | Accumulated Earnings (Deficit) | Non- Controlling Interest | Non- Controlling Interest Harvest Health & Recreation, Inc |
Beginning Balance (in shares) at Dec. 31, 2020 | 119,573,998 | 58,182,500 | 1,439,037 | 59,952,461 | |||||||||||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | $ 447,903 | $ 328,214 | $ 119,689 | $ 0 | |||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||
Share-based compensation | 9,254 | 9,254 | |||||||||||||||||||||||||||||||||||||
Exercise of stock options (in shares) | 75,716 | 75,716 | |||||||||||||||||||||||||||||||||||||
Exercise of stock options | 352 | 352 | |||||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 569,533 | 569,533 | |||||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercises | 7,672 | 7,672 | |||||||||||||||||||||||||||||||||||||
Subordinate Voting Shares issued upon cashless warrant exercise (in shares) | 2,075,987 | 2,075,987 | |||||||||||||||||||||||||||||||||||||
Tax withholding related to net share settlements of equity awards (in shares) | (39,898) | (39,898) | |||||||||||||||||||||||||||||||||||||
Tax withholding related to net share settlements of equity awards | (1,072) | (1,072) | |||||||||||||||||||||||||||||||||||||
Issuance of shares private placement, net of issuance costs (in shares) | 5,750,000 | 5,750,000 | |||||||||||||||||||||||||||||||||||||
Issuance of shares in private placement, net of issuance costs | 217,896 | 217,896 | |||||||||||||||||||||||||||||||||||||
Contingent consideration payable in shares | (2,800) | (2,800) | |||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||
Conversion of Multiple Voting Shares to Subordinate Voting Shares (in shares) | (4,683,438) | 4,683,438 | |||||||||||||||||||||||||||||||||||||
Adjustment of fair value of equity consideration | $ 2,711 | $ 1,004 | $ 2,711 | $ 1,004 | |||||||||||||||||||||||||||||||||||
Shares issued for acquisition (in shares) | 60,342 | 11,658 | 237,881 | 258,383 | 1,009,336 | 50,921,236 | 60,342 | 11,658 | 237,881 | 258,383 | 1,009,336 | 50,921,236 | |||||||||||||||||||||||||||
Shares issued for acquisition | $ 2,470 | $ 445 | $ 9,139 | $ 10,012 | $ 35,385 | $ 1,389,557 | $ 2,470 | $ 445 | $ 9,139 | $ 10,012 | $ 35,385 | $ 1,387,418 | $ 2,139 | ||||||||||||||||||||||||||
Net (loss) income | 17,445 | 18,032 | (587) | ||||||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 180,504,172 | 0 | 51,916,999 | 128,587,173 | |||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2021 | 2,147,373 | 2,008,100 | 137,721 | 1,552 | |||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||
Share-based compensation | 18,124 | 18,124 | |||||||||||||||||||||||||||||||||||||
Exercise of stock options (in shares) | 59,971 | 59,971 | |||||||||||||||||||||||||||||||||||||
Exercise of stock options | 156 | 156 | |||||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 1,428,262 | 1,428,262 | |||||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercises | 19,238 | 19,238 | |||||||||||||||||||||||||||||||||||||
Subordinate Voting Shares issued under share compensation plans (in shares) | 179,857 | 179,857 | |||||||||||||||||||||||||||||||||||||
Tax withholding related to net share settlements of equity awards (in shares) | (47,801) | (47,801) | |||||||||||||||||||||||||||||||||||||
Tax withholding related to net share settlements of equity awards | (615) | (615) | |||||||||||||||||||||||||||||||||||||
Conversion of Multiple Voting Shares to Subordinate Voting Shares (in shares) | (25,690,613) | 25,690,613 | |||||||||||||||||||||||||||||||||||||
Shares issued for PurePenn, LLC, Pioneer Leasing & Consulting LLC, and Solevo Wellness West Virginia, LLC earnout (in shares) | 3,626,295 | 3,626,295 | |||||||||||||||||||||||||||||||||||||
Release of escrow shares (in shares) | 236,756 | 236,756 | |||||||||||||||||||||||||||||||||||||
Distribution payable for acquisition of variable interest entity | (5,500) | (5,500) | |||||||||||||||||||||||||||||||||||||
Distribution | (50) | (50) | |||||||||||||||||||||||||||||||||||||
Divestment of variable interest entity | 110 | 110 | |||||||||||||||||||||||||||||||||||||
Measurement period adjustment - Harvest Health & Recreation, Inc. | 1,595 | 1,595 | |||||||||||||||||||||||||||||||||||||
Net (loss) income | (252,727) | (246,064) | (6,663) | ||||||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2022 | 185,987,512 | 0 | 26,226,386 | 159,761,126 | |||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2022 | 1,927,704 | 2,045,003 | (113,843) | (3,456) | |||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||
Share-based compensation | 10,575 | 10,575 | |||||||||||||||||||||||||||||||||||||
Subordinate Voting Shares issued under share compensation plans (in shares) | 334,611 | 334,611 | |||||||||||||||||||||||||||||||||||||
Tax withholding related to net share settlements of equity awards (in shares) | (86,305) | (86,305) | |||||||||||||||||||||||||||||||||||||
Tax withholding related to net share settlements of equity awards | (466) | (466) | |||||||||||||||||||||||||||||||||||||
Distribution | (50) | (50) | |||||||||||||||||||||||||||||||||||||
Consideration for purchase of variable interest entity | 1,643 | 1,643 | |||||||||||||||||||||||||||||||||||||
Deconsolidation of variable interest entity | 2,219 | (1,643) | 3,862 | ||||||||||||||||||||||||||||||||||||
Divestment of variable interest entity | 124 | 124 | |||||||||||||||||||||||||||||||||||||
Net (loss) income | (533,136) | (526,796) | (6,340) | ||||||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2023 | 186,235,818 | 0 | 26,226,386 | 160,009,432 | |||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2023 | $ 1,408,613 | $ 2,055,112 | $ (640,639) | $ (5,860) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Cash flows from operating activities | |||||||
Net (loss) income | $ (533,136) | $ (252,727) | $ 17,445 | ||||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 110,820 | 121,776 | 48,096 | ||||
Depreciation included in cost of goods sold | 59,837 | 52,541 | 24,073 | ||||
Non-cash interest expense, net | 5,443 | 4,893 | 3,463 | ||||
Gain (loss) on extinguishment of debt, net | (5,937) | 0 | 0 | ||||
Impairment and disposal of long-lived assets, net | 6,664 | 75,547 | 5,371 | ||||
Impairment of goodwill | 307,590 | 0 | 0 | ||||
Amortization of operating lease right of use assets | 10,333 | 11,252 | 6,051 | ||||
Accretion of construction finance liabilities | 1,281 | 1,470 | 1,209 | ||||
Share-based compensation | 10,575 | 18,124 | 9,254 | ||||
Change in fair value of derivative liabilities - warrants | (252) | (2,643) | (208) | ||||
Non-cash change in contingencies | (544) | 23,017 | 9,269 | ||||
Allowance for credit losses | 2,750 | 3,617 | 0 | ||||
Deferred income tax expense | (17,173) | (27,174) | (26,262) | ||||
Loss from disposal of discontinued operations | 69,481 | 49,130 | 0 | ||||
Changes in assets and liabilities: | |||||||
Decrease/(increase) in inventories | 83,304 | (83,430) | (19,573) | ||||
Decrease/(increase) in accounts receivable | (1,712) | (4,206) | (4,901) | ||||
Decrease/(increase) in prepaid expenses and other current assets | 6,751 | 5,264 | (8,080) | ||||
Decrease/(increase) in other assets | 2,954 | 2,388 | (6,276) | ||||
(Decrease)/increase in accounts payable and accrued liabilities | 1,635 | (819) | (9,659) | ||||
(Decrease)/increase in income tax payable | (48,822) | 19,756 | (12,979) | ||||
(Decrease)/increase in other current liabilities | (13,263) | (1,368) | (15,799) | ||||
(Decrease)/increase in operating lease liabilities | (9,172) | (10,002) | (4,164) | ||||
(Decrease)/increase in deferred revenue | (8,232) | 2,370 | (4,642) | ||||
(Decrease)/increase in uncertain tax position liabilities | 160,891 | 12,794 | 2,750 | ||||
(Decrease)/increase in other long-term liabilities | (225) | 1,526 | (1,540) | ||||
Net cash provided by operating activities | 201,841 | 23,096 | 12,898 | ||||
Cash flows from investing activities | |||||||
Purchases of property and equipment | (40,385) | (164,749) | (275,902) | ||||
Purchases of property and equipment related to construction finance liabilities | 0 | (13,247) | (20,979) | ||||
Capitalized interest | 148 | (4,732) | (9,234) | ||||
Acquisitions, net of cash | 0 | (27,781) | 43,453 | ||||
Divestments | 977 | 2,037 | 0 | ||||
Payments made for issuance of note receivable | (750) | 0 | (4,000) | ||||
Capitalized internal use software | (10,615) | (9,214) | (3,716) | ||||
Cash paid for licenses | (4,640) | (1,855) | 0 | ||||
Proceeds from sales of long-lived assets | 5,027 | 739 | 55,034 | ||||
Proceeds received from notes receivable | 903 | 1,472 | 160 | ||||
Proceeds from sale of held for sale assets | 11,865 | 2,273 | 0 | ||||
Net cash used in investing activities | (37,470) | (215,057) | (215,184) | ||||
Cash flows from financing activities | |||||||
Proceeds from notes payable, net of discounts | 24,718 | 90,541 | 342,586 | ||||
Proceeds from private placement notes, net of discounts | 0 | 75,635 | 6,032 | ||||
Proceeds from shares issued pursuant to private placement notes, net of issuance costs | 0 | 0 | 217,896 | ||||
Proceeds from equity exercises | 0 | 19,394 | 8,024 | ||||
Proceeds from construction finance liabilities | 0 | 7,047 | 13,250 | ||||
Payments on notes payable | (11,780) | (2,928) | (280,788) | ||||
Payments on private placement notes | (177,595) | (1,874) | 0 | ||||
Payments on finance lease obligations | (7,588) | (7,361) | (4,434) | ||||
Payments on construction finance liabilities | (2,050) | (1,161) | 0 | ||||
Payments for debt issuance costs | (774) | (832) | (251) | ||||
Payments on notes payable - related party | 0 | 0 | (12,011) | ||||
Payments for taxes related to net share settlement of equity awards | (466) | (615) | (1,072) | ||||
Distributions | (50) | (50) | 0 | ||||
Net cash (used in) provided by financing activities | (175,585) | 177,796 | 289,232 | ||||
Net (decrease) increase in cash, cash equivalents, and restricted | (11,214) | (14,165) | 86,946 | ||||
Cash, cash equivalents, and restricted cash, beginning of period | [2] | 213,792 | [1] | 229,644 | [1] | 146,713 | |
Cash and cash equivalents of discontinued operations, beginning of period | 5,702 | 4,015 | 0 | ||||
Less: cash and cash equivalents of discontinued operations, end of period | (301) | (5,702) | (4,015) | ||||
Cash, cash equivalents, and restricted cash, end of period | [1] | 207,979 | 213,792 | [2] | 229,644 | [2] | |
Supplemental disclosure of cash flow information | |||||||
Interest | 81,209 | 76,142 | 39,075 | ||||
Income taxes, net of refunds | 52,644 | 146,672 | 178,657 | ||||
Noncash investing and financing activities | |||||||
ASC 842 lease additions - operating and finance leases | 14,323 | 41,141 | 61,195 | ||||
Reclassification of assets to held for sale | 18,408 | 0 | 0 | ||||
Purchases of property and equipment in accounts payable and accrued liabilities | 2,778 | 3,924 | 17,861 | ||||
Noncash partial extinguishment of construction finance liability | 18,486 | 0 | 0 | ||||
Acquisition fair value adjustments | 0 | 1,595 | 3,964 | ||||
Acquisition of variable interest entity with note payable | 0 | 5,500 | 0 | ||||
Value of shares issued for acquisitions | 0 | 0 | 1,447,973 | ||||
Value of shares reserved for PurePenn, LLC and Solevo Wellness West Virginia, LLC acquisitions | 0 | 0 | (2,800) | ||||
Purchase of PP&E through exchange of ROU asset | 0 | 3,355 | 0 | ||||
Derecognition of ROU asset | 0 | (3,355) | 0 | ||||
ASC 842 lease terminations | 0 | 0 | 1,035 | ||||
Cash and cash equivalents, beginning balance | [2] | 207,185 | [1] | 226,631 | [1] | 146,713 | |
Restricted cash, beginning balance | 6,607 | 3,013 | 0 | ||||
Cash and cash equivalents, ending balance | [1] | 201,372 | 207,185 | [2] | 226,631 | [2] | |
Restricted cash, ending balance | $ 6,607 | $ 6,607 | $ 3,013 | ||||
[1] Excludes cash associated with discontinued operations for the years ended December 31, 2023, 2022, and 2021 of $0.3 million, $5.7 million, and $4.0 million, respectively. Excludes cash associated with discontinued operations for the years ended December 31, 2023, 2022, and 2021 of $5.7 million, $4.0 million, and zero, respectively. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Net Cash Provided by (Used in) Discontinued Operations and Continuing Operations [Abstract] | ||||
Cash and cash equivalents, attributable to discontinued operations | $ 0.3 | $ 5.7 | $ 4 | $ 0 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business | NOTE 1. NATURE OF BUSINESS Trulieve Cannabis Corp. together with its subsidiaries (“Trulieve", the “Company”) was incorporated in British Columbia, Canada. Trulieve is a vertically integrated cannabis company which, as of December 31, 2023, held and operated under licenses in Florida, Connecticut, Pennsylvania, West Virginia, Arizona, Colorado, Maryland, Ohio, and Georgia, to cultivate, produce, distribute, and sell medicinal-use cannabis products, and with respect to Arizona, Colorado, Connecticut and Maryland, adult-use cannabis products. The Company's operations are substantially located in Florida and to a lesser extent Arizona and Pennsylvania. In addition to the States listed above, the Company also conducts activities in other markets. In these markets, the Company has either applied for licenses, plans on applying for licenses, or partners with other entities, but does not currently directly own any cultivation, production, or retail licenses. Further, the Company also holds licenses in states in which it is no longer currently operating due to discontinuing operations and other strategic reasons. The Company’s principal address is located in Quincy, 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 25, 2018, under the ticker symbol “TRUL” and trades on the OTCQX market under the symbol “TCNNF”. Regulatory compliance The Company’s compliance with state and other rules and regulations may be reviewed by state and federal agencies. If the Company fails to comply with these regulations, the Company could be subject to loss of licenses, substantial fines or penalties, and other sanctions. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | NOTE 2. BASIS OF PRESENTATION Principles of consolidation The accompanying consolidated financial statements for the years ended December 31, 2023, 2022, and 2021 include the financial position and operations of Trulieve Cannabis Corp. and its subsidiaries. The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenue, and expenses of all consolidated subsidiaries and variable interest entities for which the Company has determined it is the primary beneficiary. Outside shareholders' interests in subsidiaries are shown on the consolidated financial statements as non-controlling interests. Intercompany balances and transactions are eliminated in consolidation. A variable interest entity (“VIE”) is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support, is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights, or do not substantively participate in the gains and losses of the entity. Upon inception of a contractual agreement, the Company performs an assessment to determine whether the arrangement contains a variable interest in a legal entity and whether that legal entity is a VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE entity that could potentially be significant to the VIE. Where the Company concludes it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. When the Company is not the primary beneficiary, the VIE is accounted for in accordance with the relevant accounting guidance. The Company regularly reviews and reconsiders previous conclusions regarding whether it is the primary beneficiary of a VIE in accordance with FASB ASC 810. The Company also reviews and reconsiders previous conclusions regarding whether the Company holds a variable interest in a potential VIE, the status of an entity as a VIE, and whether the Company is required to consolidate such VIE in the consolidated financial statements when a change occurs. Discontinued Operations In June 2023, the Company exited operations in Massachusetts and in July 2022, the Company discontinued its Nevada operations. Both actions represented a strategic shift in business; therefore, the related assets and liabilities associated with the discontinued operations are classified as discontinued operations on the consolidated balance sheets and the results of the discontinued operations have been presented as discontinued operations within the consolidated statements of operations for all periods presented. Unless specifically noted otherwise, footnote disclosures only reflect the results of continuing operations. The results of discontinued operations are presented in Note 19. Discontinued Operations . Basis of Measurement These consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein. Functional Currency The functional currency of the Company and its subsidiaries, as determined by management, is the United States (“U.S.”) dollar. These consolidated financial statements are presented in U.S. dollars. Reclassifications Certain reclassifications have been made to the consolidated financial statements of prior periods and of the accompanying notes to conform to the current period presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions plus cash held at retail locations. Cash held in money market investments are recorded at fair value. Cash held in financial institutions and cash held at retail locations have carrying values that approximate fair value. Restricted Cash Restricted cash balances are those which meet the definition of cash and cash equivalents but are not available for use by the Company. They are held by or with financial institutions pursuant to contractual arrangements. Accounts Receivable and Notes Receivable The Company reports accounts receivable at their net realizable value, which is management’s best estimate of the cash that will ultimately be received from customers. The Company's notes receivable represent notes due from various third parties. The Company maintains an allowance for expected credit losses to reflect the expected non-collectability of accounts receivable and notes receivable based on historical collection data and specific risks identified among uncollected accounts, as well as management’s expectation of future economic conditions. The Company also considers relevant qualitative and quantitative factors to assess whether historical loss experience should be adjusted to better reflect the risk characteristics of the companies receivables and the expected future losses. If current or expected future economic trends, events, or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Accounts receivable and notes receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and notes receivable. The Company’s cash and cash equivalents, primarily consisted of bank deposits, cash on hand, and money market funds, Concentrations of credit risk with respect to our cash and cash equivalents are limited primarily to amounts held with financial institutions in excess of federally insured limits. The Company reviews its notes receivable regularly and reduces amounts to their expected realizable values by adjusting the allowance for credit losses when management determines that the account may not be fully collectable. The Company applies ASC 326 Financial Instruments – Credit Losses for the measurement of expected credit losses, which uses an expected loss allowance model for notes receivables. The Company has adopted standardized credit policies and performs assessments in an effort to minimize those risks. Inventory Inventories are comprised of raw materials (including cannabis plants and packaging materials), work in process, and finished goods. Inventory is valued at the lower of cost and net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion, disposal, and transportation for inventories in process. Cost is determined using the weighted average cost method. Costs incurred during the growing and production process are capitalized as incurred to the extent that accumulated cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes. Fixed costs associated with abnormal production volume are expensed as incurred. The Company periodically reviews its inventory and identifies that which is excess, slow moving and obsolete by considering factors such as inventory levels, expected product life and forecasted sales demand. Any identified excess, slow moving and obsolete inventory is written down to its net realizable value through a charge to cost of goods sold. Property and Equipment Property and equipment are measured at cost less accumulated depreciation. Depreciation is recognized on a straight-line basis over the following estimated useful lives: Land Not depreciated Land improvements 20 to 30 years Buildings & improvements 7 to 40 years Furniture & equipment 3 to 10 years Vehicles 3 to 5 years Construction in progress Not depreciated Leasehold improvements The lessor of the life of the lease or the estimated useful life of the asset The Company capitalizes interest on debt financing invested in projects under construction. Upon the asset becoming available for use, capitalized interest costs, as a portion of the total cost of the asset, are depreciated over the estimated useful life of the related asset. Construction in progress is transferred when available for use and depreciation of the assets commences at that point. Held for Sale The Company classifies long-lived assets or disposal groups and related liabilities as held-for-sale when management having the appropriate authority, generally the Company's Board of Directors ("the Board") or certain Executive Officers, commit to a plan of sale, the disposal group is ready for immediate sale, an active program to locate a buyer has been initiated and the sale is probable and expected to be completed within one year. Once classified as held-for-sale, disposal groups are valued at the lower of their carrying amount or fair value less estimated selling costs with the gain or loss on disposal recognized in the consolidated statements of operations. Depreciation on these properties is discontinued at the time they are classified as held for sale, but operating revenues, operating expenses, and interest expense continues to be recognized until the date of disposal. Leases The Company enters into leases in the normal course of business, primarily for retail space, production facilities, corporate offices, and equipment used in the production and sale of its products. Lease terms for real estate generally range from five three The Company recognizes a lease liability equal to the present value of the remaining lease payments, and a right-of-use asset equal to the lease liability, subject to certain adjustments, such as prepaid rents. The right-of-use asset represents the right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company’s incremental borrowing rate is the rate of interest that it would have to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component. The Company has lease agreements that contain both lease and non-lease components. For lease agreements entered into or reassessed after the adoption of Accounting Standard’s Codification 842, Leases, the Company elected to combine lease and non-lease components for all classes of assets. For finance leases, from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, the right-of-use asset is amortized on a straight-line basis and the interest expense is recognized on the lease liability using the effective interest method. For operating leases, lease expense is recognized on a straight-line basis over the term of the lease and presented as a single charge in the consolidated statements of operations. The lease term at the lease commencement date is determined based on the noncancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option, periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option and periods covered by an option to extend (or not to terminate) the lease in which the exercise of the option is controlled by the lessor. The Company considers a number of factors when evaluating whether the options in its lease contracts are reasonably certain of exercise, such as length of time before an option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to the Company's operations, costs to negotiate a new lease, any contractual or economic penalties, and the economic value of leasehold improvements. Certain lease arrangements contain provisions requiring the Company to remove lessee installed leasehold improvements at the expiration of the lease. As this obligation is a direct result of the Company's decision to install leasehold improvements and does not arise solely because of the lease the Company excludes these obligations from lease payments and variable lease payments. The Company records these obligations as asset retirement obligations. The fair value of these obligations are recorded as liabilities on a discounted basis, which occurs as of lease commencement. In the estimation of fair value, the Company uses assumptions and judgements for an asset retirement obligation. The costs associated with these liabilities are capitalized with the associated leasehold improvement and depreciated over the lease term with the liabilities accreted over the same period. Failed sales-leasebacks (Construction financial liabilities) When the Company enters into sale-leaseback transactions, an assessment is performed to determine whether a contract exists and whether there is a performance obligation to transfer control of the asset when determining whether the transfer of an asset shall be accounted for as a sale of the asset. If control is not transferred based on the nature of the transaction, and therefore does not meet the requirements for a sale under the sale-leaseback accounting model, the Company is deemed to own this real estate and reflects these properties on our consolidated balance sheets in property and equipment, net and depreciates them over the assets' useful lives. The liabilities associated with these leases are recorded to construction finance liabilities - current portion and construction finance liabilities on the consolidated balance sheets. Intangible Assets Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in business combinations are measured at fair value at the acquisition date. Intangible assets that have indefinite useful lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The estimated useful lives, residual values, and amortization methods are reviewed at each year-end, and any changes in estimates are accounted for prospectively. Internal Use Software The Company capitalizes certain costs in connection with obtaining or developing software for internal use. Further, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality or extend the assets useful life. Amortization of such costs commences when the project is substantially completed and ready for its intended use. Capitalized software development costs are classified as intangible assets, net on the consolidated balance sheets. Intangible assets are amortized using the straight-line method over estimated useful lives as follows: Licenses 15 years Internal use software 3 to 5 years Tradenames 2 to 10 years Customer relationship 1 to 5 years Non-compete 2 years Trademarks 1 to 5 years Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following as of December 31: 2023 2022 (in thousands) Trade accounts payable $ 28,245 $ 15,857 Nontrade accrued liabilities (1) 23,829 34,662 Accrued compensation and benefits 18,113 19,451 Non income taxes payable 7,061 5,747 Other 5,914 6,306 Total accounts payable and accrued liabilities $ 83,162 $ 82,023 (1) Nontrade accrued liabilities includes recurring accruals for items including but not limited to: interest, utilities, and insurance. Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. Derivative Financial Instruments The Company utilizes interest rate swaps for the sole purpose of mitigating interest rate fluctuation risk associated with floating rate debt instruments. The Company does not use any other derivative financial instruments for trading or speculative purposes. In accordance with ASC 815, Derivatives and Hedging , derivative financial instruments are recognized as assets or liabilities on the consolidated balance sheets at fair value. The Company has not designated its interest rate swap ("Swap") contracts as hedges for accounting treatment. Pursuant to U.S. GAAP, income or loss from fair value changes for derivatives that are not designated as hedges are reflected as income or loss within interest expense on the consolidated statements of operations and a corresponding asset or liability is recognized on the consolidated balance sheets based on the fair value position as of each reporting date. Warrants Warrants are accounted for in accordance with applicable accounting guidance provided in ASC 815, Derivatives and Hedging – Contracts in Entity's Own Equity , as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. Warrants classified as liabilities are recorded at fair value and are remeasured at each reporting date until settlement. Changes in fair value are recognized as a component of other income, net on the consolidated statements of operations as change in fair value of derivative liabilities - warrants. Transaction costs allocated to warrants that are presented as a liability were immediately expensed within the consolidated statements of operations. Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured. Earnings per share Basic earnings attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of share options, warrants, and RSUs and the incremental shares issuable upon conversion of similar instruments. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. See Note 17. Earnings Per Share . Revenue Recognition The Company generates revenue from the sale of cannabis and cannabis related products. Revenue is recognized in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the transaction price consideration that the Company expects to receive in exchange for those goods or services. Our revenue excludes sales, use, and excise-based taxes collected and is reported net of sale discounts. Revenue associated with any unsatisfied performance obligation is deferred until the obligation is satisfied (i.e., when control of a product is transferred to the customer). Revenues are primarily derived from retail and wholesale sales, which are recognized when control of the goods has transferred to the customer and collectability is reasonably assured. This is generally when goods have been delivered, which is also when the performance obligation has been fulfilled under the terms of the related sales contract. Revenue from retail sales of cannabis to customers for a fixed price is recognized when the Company transfers control of the goods to the customer at the point of sale and the customer has accepted and paid for the goods. Revenue from the wholesale of cannabis to customers is recognized upon delivery to the customer. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. See Note 22. Revenue Disaggregation. Deferred Revenue For most of its locations, the Company offers a loyalty reward program to its dispensary customers that allows customers to earn reward credits to be used on future purchases. Loyalty reward credits issued as part of a sales transaction results in revenue being deferred until the loyalty reward is redeemed by the customer. The loyalty rewards are recorded as reductions to revenue on the consolidated statements of operations and included as deferred revenue on the consolidated balance sheets. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. The loyalty reward points expire at the end of a six month period. During the first quarter of 2023, the Company terminated the loyalty program associated with dispensaries acquired with the October 2021 acquisition of Harvest Health & Recreation, Inc. ("Harvest"). As a result of the termination of the loyalty program at certain dispensaries, the Company recorded a reduction in the accrual of $4.7 million in revenue on the consolidated statements of operations. The remaining reduction in deferred revenue during the year ended December 31, 2023 was primarily due to increased breakage in our remaining loyalty programs. Cost of Goods Sold Costs of goods sold include the costs directly attributable to the production of inventory and amounts incurred in the cultivation and manufacturing process of finished goods, such as flower, concentrates, and edibles, as well as packaging and other supplies, fees for services and processing, and allocated overhead which includes depreciation and amortization, allocations of rent, administrative salaries, utilities, and related costs. Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The IRS has taken the position that cannabis companies are subject to the limits of IRC Section 280E under which they are only allowed to deduct expenses directly related to costs of goods sold. The Company has taken a position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code. The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within provision for income taxes within the consolidated statements of operations. Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expenses on the accompanying consolidated statements of operations and totaled $12.1 million, $8.2 million, and $7.5 million for the years ended December 31, 2023, 2022, and 2021, respectively. Share Based Compensation Stock Options Share-based payment awards are based on the estimated fair value of the awards using the Black-Scholes option pricing model and the related expense is recognized using the graded-vesting method over the award term. The Company estimates expected volatility using the historical volatility of the Company. In cases where there is insufficient trading history, the expected volatility is estimated using the historical volatility of other companies that the Company considers comparable that have trading and volatility history prior to the Company becoming public. The expected life in years represents the period of time that options granted are expected to be outstanding and is computed using the simplified method as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. The expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company has elected to account for forfeitures as they occur. Restricted Stock Units Restricted stock units ("RSUs") represent a right to receive a single Subordinate Voting Share that is both non-transferable and forfeitable unless and until certain conditions are satisfied. RSUs generally vest ratably over a two three Business combinations and goodwill The Company accounts for business combinations using the acquisition method in accordance with Accounting Standards Codification ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized in the consolidated statements of operations. Non-controlling interests in the acquiree are measured at fair value on acquisition date. Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred and the services are received. Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of credit losses expected to be realized over the remaining lives of the loans and, therefore, no corresponding allowance for loan losses is recorded for such loans at acquisition. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. Goodwill represents the excess of the consideration transferred for the acquisition of subsidiaries over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Cannabis licenses are the primary intangible asset acquired in business combinations as they provide the Company the ability to operate in each market. However, some cannabis licenses are subject to renewal and therefore there is some risk of non-renewal for several reasons, including operational, regulatory, legal, or economic. To appropriately consider the risk of non-renewal, the Company applies probability weighting to the expected future net cash flows in calculating the fair value of these intangible assets. The key assumptions used in these cash flow projections include discount rates and terminal growth rates. Of the key assumptions used, the impact of the estimated fair value of the intangible assets has the greatest sensitivity to the estimated discount rate used in the valuation. The terminal growth rate represents the rate at which these businesses will continue to grow into perpetuity. Other significant assumptions include revenue, gross profit, operating expenses, and anticipated capital expenditures which are based upon the Corporation’s historical operations along with management projections. The evaluations are linked closely to the assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied. Non-controlling Interest Non-controlling interests (“NCI”) represent equity interests in subsidiaries, including VIEs, owned by outside parties. NCI may be initially measured at fair value or at the NCI’s proportionate share of the recognized amounts of the acquiree's identifiable net assets. The choice of measurement is made on a transaction-by-transaction basis. The Company measures each NCI at its proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The share of net assets attributable to NCI is presented as a component of equity. NCI's share of net income or loss is recognized directly in equity. Total income or loss of subsidiaries is attributed to the shareholders of the Company and to the NCI, even if this results in the NCI having a deficit balance. Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment, definite life intangible assets, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy of the business, a significant decrease in the market value of the assets or significant negative industry or economic trends. In accordance with ASC 360-10, when evaluating long-lived assets with impairment indicators for potential impairment, the Company first compares the carrying value of the asset to its estimated undiscounted cash flows. If the sum of the estimated undiscounted cash flows is less than the carrying value of the asset, an impairment loss is calculated. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. The Company recognizes an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. During the first quarter of 2023, the Company determined that certain long-lived assets, including intangible assets, in Massachusetts were impaired due to the competitive environment in the Massachusetts cannabis industry. The Company utilized a cost approach for its impairment testing of intangibles and property and equipment resulting in an impairment of $30.3 million recorded on the consolidated statements of operations, of which $27.6 million was for discontinued operations and recorded in net loss from discontinued operations, net of tax benefit, and $2.7 million was for continuing operations and recorded in impairment and disposal of long-lived assets, net. The cost approach is based on market comparable data for replacement, adjusted for local variations, inflation, and other factors. During the remaining nine-month period for the year ended December 31, 2023, the Company did not identify any events or changes in circumstances providing indication of impairment. Impairment of goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. Examples of such events and circumstances that the company considers include the following: • Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets; • Industry and market considerations such as a deterioration in the environment in which the company operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for the company's products or services, or a regulatory or political development; • Cost factors such as increases in inventory, labor, or other costs that have a negative effect on earnings and cash flows; • Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, contemplation of bankruptcy, or litigation; • Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and • A sustained decrease in share price (considered in both absolute terms and relative to peers). In order to determine that the value of goodwill may have been impaired, the Company applies the guidance in FASB ASU 2011-08, Intangibles-Goodwill and Other-Testing Goodwill for Impairment , which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. The Company performs the Step Zero assessment to determine that it was more-likely-than-not if the reporting unit’s carrying value is less than the fair value, indicating the potential for goodwill impairment. A number of factors, including historical results, business plans, forecasts, market data, and a reasonable control premium are used to determine the fair value of the reporting unit. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill. The Company operates as one operating segment and reporting unit and therefore, evaluates goodwill for impairment as one singular reporting unit annually during the fourth quarter or more often when an event occurs, or circumstances indicate the carrying value may not be recoverable. During the three months ended June 30, 2023, the Company identified one event included in the list above as a risk indicator for goodwill impairment, which was a decline in the Company's share price negatively affecting the Company's market capitalization. The Company concluded the decline in stock price was a triggering event to perform an interim quantitative goodwill i |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | NOTE 4. ACQUISITIONS (a) Formula 420 Cannabis LLC On December 22, 2022, the Company acquired 100% of the membership interests of Formula 420 Cannabis LLC ("Formula 420") the holder of an Arizona adult-use license that became operational in October 2022. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determining Formula 420 did not meet the definition of a business as substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset. The Company had previously consolidated the entity as a VIE as it was determined the Company exercised control of the entity and was the primary beneficiary although it previously owned no equity interests due to a master service agreement. In accordance with Topic 810, Consolidation , the Company accounted for the change in a consolidated subsidiaries ownership interest as an equity transaction. Therefore, the total consideration was determined to be $5.5 million which consisted of a note payable. See Note 11. Notes Payable for further details. Nominal transaction costs were incurred in relation to this acquisition. (b) Greenhouse Wellness WV Dispensaries, LLC On April 26, 2022, the Company acquired 100% of the membership interests of Greenhouse Wellness WV Dispensaries, LLC (“Greenhouse WV”), the holder of a West Virginia dispensary permit and a lease for a not yet operating dispensary location. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determining Greenhouse WV did not meet the definition of a business as Greenhouse WV did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the transaction has been accounted for as an asset acquisition whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. Total consideration was $0.3 million consisting of cash. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: Consideration: (in thousands) Cash $ 281 Fair value of consideration exchanged $ 281 Recognized amounts of identifiable assets acquired and liabilities assumed: Right of use asset - operating $ 170 Intangible asset 270 Favorable lease interest 11 Operating lease liabilities (170) Total net assets acquired $ 281 The acquired intangible assets include a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year useful life and a favorable lease interest which was fully amortized in the period of acquisition due to useful life and materiality considerations. (c) Watkins Cultivation Operation On February 14, 2022, the Company acquired a cultivation operation from CP4 Group, LLC, in Phoenix, Arizona ("Watkins Cultivation Operation" or "Watkins"). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determining Watkins met the definition of a business as Watkins is an existing cultivation facility with inputs, processes, and outputs in place that constitute a business under Topic 805. As a result, the acquisition of Watkins has been accounted for as a business combination. Goodwill represents the amount the Company paid over the fair value of the net identifiable tangible assets acquired. The primary reason for the acquisition was to expand the Company's cultivation capacity in Arizona. The goodwill of $24.5 million arising from the acquisition primarily consi sts of the economies of scale expected from a vertical cannabis market in Arizona. Total consideration was $27.5 million paid in cash. An additional $22.5 million was paid into escrow for four potential earnouts. The earnouts were based on the completion of certain milestones and contingent on the continued employment of the key employee shareholders ("Key Employees") of Watkins. As the earnouts were contingent on the continued employment of the Key Employees, any amounts earned are compensation for post-combination services. The Company accrues the compensation cost for each earnout as it becomes probable and estimable and over the most probable period of continued employment required for the specific earnouts. During the year ended December 31, 2022, the Company concluded that attainment of any of the four potential earnouts was no longer probable or estimable and reversed all existing accruals. The Company incurred $0.2 million of transaction costs related to the acquisition of Watkins. These costs were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations for the quarter ended March 31, 2022. No additional transaction costs have been incurred. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities assumed: Consideration (in thousands) Cash $ 27,500 Fair value of consideration exchanged $ 27,500 Recognized amounts of identifiable assets acquired and liabilities assumed: Inventories $ 2,266 Property and equipment 692 Right of use asset - operating 4,737 Goodwill 24,542 Operating lease liability (4,737) Total net assets acquired $ 27,500 (d) Purplemed Healing Center On December 28, 2021, the Company acquired 100% of certain assets of Purplemed Healing Center ("Purplemed") including the Medical Marijuana Dispensary License issued by the Arizona Department of Health Services ("ADHS") and the Marijuana Establishment License issued by the ADHS which collectively serve as the Purplemed license providing the ability to operate a marijuana retail sales dispensary as well as the assumption of the associated lease. The Company also acquired the right to operate an additional offsite cultivation business under the Arizona Adult Use Marijuana Act, and the option to purchase full ownership and management of Greenmed, Inc., the Greenmed license, and the Greenmed dispensary. As part of the transaction, the Company assumed the Purplemed loyalty program. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determining Purplemed did not meet the definition of a business as Purplemed did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of Purplemed has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. The total consideration was $15.0 million consisting of cash. The acquisition provided for indemnity for pre-closing liabilities. Accordingly, the Company recognized an indemnification asset of $0.5 million offset the by associated liabilities based on the information that was available at the date of the acquisition, which is included in the net assets acquired. The net assets were acquired for an aggregate purchase price of $15.0 million. Consideration: (in thousands) Cash $ 15,000 Transaction costs 12 Fair value of consideration exchanged $ 15,012 Recognized amounts of identifiable assets acquired and liabilities assumed: Prepaid expenses and other current assets $ 531 Right of use asset - operating 271 Intangible asset 15,076 Other current liabilities (531) Deferred revenue (109) Operating lease liabilities (226) Total net assets acquired $ 15,012 The acquired intangible assets include a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year useful life. (e) Harvest Health & Recreation Inc. On October 1, 2021, (the “Closing Date”), the Company acquired 100% of the common shares of Harvest Health & Recreation, Inc. (“Harvest”) and its portion of variable interest entities in exchange for Subordinate Voting Shares of the Company (the “Harvest Transaction”). Harvest was one of the largest multi-state vertically integrated operators in the cannabis industry in the United States operating from “seed to sale". Harvest operated facilities or provides services to cannabis dispensaries in Arizona, California, Colorado, Florida, Maryland, Nevada, and Pennsylvania, with two provisional licenses in Massachusetts. In addition, Harvest owned CO2 extraction, distillation, purification, and manufacturing technology used to produce a line of cannabis topicals, vapes, and gems featuring cannabinoids. Total consideration was $1.4 billion consisting of Trulieve Subordinate Voting Shares (“Trulieve Shares”) with a fair value of $1.37 billion, stock options, equity classified warrants, restricted stock units, and other outstanding equity instruments with a fair value of $18.4 million, and warrant liabilities convertible into equity with a fair value of $3.1 million at the time of the Harvest Transaction. The Company incurred $13.0 million in transaction costs related to the acquisition of Harvest. These costs were expensed as incurred and are included in general and administrative expenses within the consolidated statements of operations for the year ended December 31, 2021. No additional transaction costs have been incurred. The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations . Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The primary reason for the acquisition was to expand the Company’s retail and cultivation footprint and gain access to new markets. The goodwill of $663.7 million arising from the acquisition primarily consists of the synergies and economies of scale expected from combining the operations of Trulieve and Harvest including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. During the third quarter of 2022, the Company finalized the accounting for non-controlling interests on the acquired entities, which resulted in a measurement period adjustment increasing non-controlling interests and goodwill by $1.6 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: Consideration: (in thousands) Trulieve Subordinated Voting Shares $ 1,369,024 Fair value of other equity instruments 18,394 Fair value of warrants classified as liabilities 3,103 Fair value of consideration exchanged $ 1,390,521 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash and cash equivalents $ 85,318 Restricted cash 3,072 Accounts receivable 3,645 Inventories 92,537 Prepaid expenses and other current assets 100,129 Notes receivable 9,805 Property and equipment 191,801 Right of use assets - operating 73,476 Intangible assets: Dispensary license 946,000 Trademarks 27,430 Customer relationships 3,500 Other assets 5,289 Accounts payable and accrued liabilities (58,887) Income tax payable (24,863) Deferred revenue (4,523) Operating lease liabilities (76,558) Contingencies (26,599) Notes payable (285,238) Construction finance liabilities (79,683) Other long-term liabilities (1,085) Deferred tax liabilities (253,986) $ 730,580 Non-controlling interest $ (3,734) Goodwill 663,675 Total net assets acquired $ 1,390,521 The acquired intangible assets include dispensary licenses which are treated as definite-lived intangible assets amortized over a 15-year useful life, tradenames amortized over a one On acquisition date there was consideration in the form of 1,266,641 stock options (as converted) that had been issued before the acquisition date to employees and non-employees of Harvest. The pre-combination fair value of these awards is $6.2 million. There was consideration in the form of 1,011,095 warrants (1,009,416 equity classified Subordinate Voting Shares ("SVS") warrants and 1,679 liability classified Multiple Voting Share ("MVS") warrants, as converted) that had been issued before the acquisition date to employees and non-employees of Harvest. The pre-combination fair value of these awards is $7.7 million with $4.6 million representing the equity classified warrants and $3.1 million representing the liability classified warrants. There was consideration in the form of restricted stock units that had been issued before the acquisition date to non-employees of Harvest which vested for services performed pre-combination representing 18,297 SVS. The pre-combination fair value of these awards is $0.5 million. There was additional consideration in the form of other outstanding equity instruments issued before the acquisition date to non-employees which had a pre-combination fair value of $7.1 million. As part of the acquisition, Harvest entered into a sale agreement to sell their Florida cannabis license for $55.0 million where Trulieve was legally prohibited from holding this license and the sale occurred simultaneously with the Harvest Transaction. Therefore, a $55.0 million receivable for the sale proceeds was acquired. The funds were received subsequent to the closing of the Harvest Transaction on October 1, 2021. Supplemental pro forma information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition of Harvest Health and Recreation, Inc, as if the acquisition had occurred on January 1, 2021. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time nor does it purport to be indicative of future financial operating results. Proforma revenues and proforma net loss attributable to common shareholders for the year ended December 31, 2021 were $1,232.2 million and $8.0 million, respectively. Unaudited pro forma net income reflects the adjustment of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections. The above unaudited supplemental pro formas include the results of operations which have subsequently been discontinued. (f) Anna Holdings, LLC On July 8, 2021, the Company acquired 100% of the membership interests of Anna Holdings, LLC, the sole member of Chamounix Ventures, LLC which holds a permit to operate dispensaries under Keystone Shops (“Keystone Shops”) with locations in Philadelphia, Devon, and King of Prussia, Pennsylvania. Total consideration was $55.6 million consisting of $20.3 million in cash, inclusive of net working capital adjustments, and 1,009,336 in Trulieve Shares with a fair value of $35.4 million. The agreement provides for an additional $5.0 million in consideration which is contingent on the enactment, adoption or approval of laws allowing for adult-use cannabis in Pennsylvania. No liability was recorded for this contingent consideration, as the estimated value of the liability was not significant at the time of acquisition or as of December 31, 2023 based on the likelihood of approval of laws allowing for adult-use cannabis in Pennsylvania. The acquisition was accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations . Goodwill arose because the consideration paid for the business acquisition reflected the benefit of expected revenue growth and future market development. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: Consideration: (in thousands) Cash $ 20,251 Shares issued upon acquisition 35,385 Fair value of consideration exchanged $ 55,636 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 500 Prepaid expenses and other current assets 240 Inventories 1,766 Property and equipment 1,144 Right of use asset - finance 1,340 Intangible assets: Dispensary license 27,000 Tradename 100 Favorable leasehold interests 86 Goodwill 39,703 Other assets 40 Accounts payable and accrued liabilities (878) Income tax payable (2,892) Operating lease liabilities (1,340) Other long-term liabilities (2,179) Deferred tax liabilities (8,994) Total net assets acquired $ 55,636 (g) Nature's Remedy of Massachusetts, Inc. On June 30, 2021, the Company completed an asset purchase agreement whereby Trulieve acquired a licensed, but not yet operating, adult-use dispensary location from Nature’s Remedy of Massachusetts, Inc. (“Nature’s Remedy”). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determining Nature’s Remedy did not meet the definition of a business as Nature’s Remedy did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of Nature’s Remedy has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. Total consideration was $16.2 million consisting of $7.0 million in cash and 237,881 in Trulieve Shares with a fair value of $9.1 million and less than $0.1 million in transaction costs. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: Consideration: (in thousands) Cash $ 7,000 Shares issued upon acquisition 9,139 Transaction costs 23 Fair value of consideration exchanged $ 16,162 Recognized amounts of identifiable assets acquired and liabilities assumed: Prepaid expenses and other current assets $ 12 Property and equipment 1,006 Right of use asset - finance 799 Intangible asset 15,274 Accounts payable and accrued liabilities (335) Finance lease liabilities (594) Total net assets acquired $ 16,162 The acquired intangible asset is represented by the adult-use license and is treated as a definite-lived intangible asset amortized over a 15-year useful life. (h) Patient Centric of Martha’s Vineyard Ltd. On July 2, 2021, the Company acquired certain assets of Patient Centric of Martha’s Vineyard (“PCMV”) including the rights to a Provisional Marijuana Retailers License from the Massachusetts Cannabis Control Commission, the right to exercise an option held by PCMV to lease real property in Framingham, Massachusetts for use as a marijuana retailer, and necessary municipal entitlements to operate as a marijuana retailer at the property. Total consideration was 258,383 in Trulieve Shares, of which 10,879 are subject to a holdback for six months as security for any indemnity claims by the Company under the asset purchase agreement. The fair value of the equity exchange was $10.0 million. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determining PCMV did not meet the definition of a business as PCMV did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the acquisition of PCMV has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. Consideration: (in thousands) Shares issued upon acquisition $ 10,012 Transaction costs 18 Fair value of consideration exchanged $ 10,030 Recognized amounts of identifiable assets acquired and liabilities assumed: Right of use asset - finance $ 1,756 Intangible asset 10,594 Finance lease liabilities (2,320) Total net assets acquired $ 10,030 The acquired intangible asset is represented by the adult-use license and is treated as a definite-lived intangible asset amortized over a 15-year useful life. (i) Solevo Wellness West Virginia, LLC On June 8, 2021, the Company acquired 100% of the membership interests of Solevo Wellness West Virginia, LLC (“Solevo WV”) which holds three West Virginia dispensary licenses. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determining Solevo WV did not meet the definition of a business as substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset. Therefore, the transaction has been accounted for as an asset acquisition. Total consideration was $0.8 million consisting of $0.2 million in cash, 11,658 in Trulieve Shares with a fair value of $0.4 million, $0.1 million in debt forgiveness and less than $0.1 million in transaction costs. The consideration of $0.8 million was allocated to acquired assets of $0.8 million, which are treated as definite-lived intangible assets amortized over a 15-year useful life. (j) Mountaineer Holding, LLC On May 6, 2021, the Company acquired 100% of the membership interests of Mountaineer Holding LLC (“Mountaineer”) which holds a cultivation permit and two dispensary permits in West Virginia. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | NOTE 5. ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following as of December 31: 2023 2022 (in thousands) Trade receivables $ 10,420 $ 8,482 Less: allowance for credit losses (3,717) (1,975) Accounts receivable, net $ 6,703 $ 6,507 |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Notes Receivable | NOTE 6. NOTES RECEIVABLE Stated maturities of the notes receivable, net are as follows as of December 31, 2023: Year Ending December 31, Expected principal payments (in thousands) 2024 $ 6,233 2025 6,943 2026 75 2027 75 2028 75 Thereafter 300 Total notes receivable 13,701 Less: discount on notes receivable (45) Less: current portion of notes receivable (6,233) Notes receivable, net $ 7,423 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 7. INVENTORIES Inventories are comprised of the following items as of December 31: 2023 2022 (in thousands) Raw material Cannabis plants $ 21,429 $ 21,523 Packaging and supplies 36,472 49,650 Total raw material 57,901 71,173 Work in process 104,428 158,448 Finished goods - unmedicated 6,516 7,323 Finished goods - medicated 44,275 39,561 Total inventories $ 213,120 $ 276,505 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 8. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following as of December 31: 2023 2022 (in thousands) Land $ 26,699 $ 38,485 Buildings and improvements 528,173 497,493 Furniture and equipment 292,128 277,164 Vehicles 814 839 Construction in progress 28,023 55,145 Total property and equipment, gross 875,837 869,126 Less: accumulated depreciation (199,485) (125,866) Total property and equipment, net $ 676,352 $ 743,260 The Company incurred the following related to property and equipment for the year ended December 31: Location on the consolidated statements of operations 2023 2022 2021 (in thousands) Capitalized interest Interest expense $ (148) $ 4,728 $ 9,231 Depreciation expense Cost of goods sold 55,114 44,383 19,924 Depreciation expense Depreciation and amortization 21,004 26,216 11,944 Loss on impairment Impairments and disposals of long-lived assets, net $ 2,712 $ 1,294 $ — Loss on disposal Impairments and disposals of long-lived assets, net 5,320 54,509 1,732 Gain on sale Impairments and disposals of long-lived assets, net (251) (654) — |
Intangible Assets & Goodwill
Intangible Assets & Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets & Goodwill | NOTE 9. INTANGIBLE ASSETS & GOODWILL Intangibles The Company's definite-lived intangible assets consisted of the following as of December 31: 2023 2022 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value (in thousands) Licenses $ 1,046,544 $ 159,084 $ 887,460 $ 1,044,161 $ 89,367 $ 954,794 Trademarks 27,430 17,609 9,821 27,430 12,530 14,900 Internal use software 26,947 7,520 19,427 16,528 3,065 13,463 Tradenames 4,861 4,461 400 4,862 3,506 1,356 Customer relationships 3,535 3,452 83 3,536 3,252 284 Total $ 1,109,317 $ 192,126 $ 917,191 $ 1,096,517 $ 111,720 $ 984,797 Amortization expense was $80.4 million, $81.7 million, and $27.7 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Company recorded a gain on sale of intangible assets of $3.0 million, which is recorded to impairment and disposal of long-lived assets, net on the consolidated statements of operations for the year ended December 31, 2023. The following table outlines the estimated future annual amortization expense related to intangible assets as of December 31, 2023: Year Ending December 31, Estimated (in thousands) 2024 $ 81,597 2025 78,197 2026 75,213 2027 72,712 2028 69,056 Thereafter 540,416 Total $ 917,191 As of December 31, 2023, the weighted average amortization period remaining on our intangible assets was 12.4 years. Goodwill Goodwill consisted of the following: (in thousands) As of December 31, 2021 $ 765,358 Acquisition of Watkins Cultivation Operations 24,542 Measurement period adjustment of Harvest Health and Recreation, Inc. 1,595 As of December 31, 2022 $ 791,495 Impairment June 2023 (1) (307,590) As of December 31, 2023 $ 483,905 (1) See Note 3. Summary Of Significant Accounting Policies for further details. |
Held for Sale
Held for Sale | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Held for Sale | NOTE 10. HELD FOR SALE (in thousands) Held for sale assets, net as of December 31, 2022 $ 14,521 Assets moved to held for sale 18,694 Non-cash settlement (2,481) Impairments (2,810) Assets sold (12,344) Held for sale assets, net as of December 31, 2023 $ 15,580 Held for sale liabilities as of December 31, 2022 $ — Liabilities moved to held for sale (1,997) Liabilities settled associated with held for sale assets 1,997 Held for sale liabilities as of December 31, 2023 $ — During the years ended December 31, 2023, 2022, and 2021, the Company recorded a loss on the impairment and disposal of held for sale assets of $3.8 million, $8.6 million, and zero, respectively, which is recorded to impairment and disposal of long-lived assets, net on the consolidated statements of operations. NOTE 19. DISCONTINUED OPERATIONS Discontinued operations consist of our Massachusetts and Nevada operations. The assets and liabilities associated with discontinued operations consisted of the following as of December 31: 2023 2022 (in thousands) Assets associated with discontinued operations Cash $ 301 $ 5,702 Accounts receivable, net 841 2,936 Inventories — 21,310 Income tax receivable — 2,299 Prepaid expenses 816 1,475 Other current assets — 11 Deferred tax asset — 766 Property and equipment, net — 53,687 Right of use assets - operating, net — 2,453 Right of use assets - finance, net — 5,736 Intangible assets, net — 27,849 Other assets 2,010 2,638 Total assets associated with discontinued operations $ 3,968 $ 126,862 Liabilities associated with discontinued operations Accounts payable and accrued liabilities $ 530 $ 1,617 Deferred revenue — 109 Operating lease liabilities - current portion 165 146 Finance lease liabilities - current portion 291 456 Construction finance liability - current portion 2,003 — Operating lease liabilities 15,332 17,108 Finance lease liabilities 2,048 5,890 Construction finance liability 24,167 45,217 Other long-term liabilities 6 155 Total liabilities associated with discontinued operations $ 44,542 $ 70,698 The following table summarizes the Company's loss from discontinued operations for the years ended December 31. The gain and loss resulting from the forgiveness of intercompany payables has been eliminated in consolidation. 2023 2022 2021 (in thousands) Revenue $ 10,590 $ 24,634 $ 6,451 Cost of goods sold 29,843 37,897 6,895 Gross margin (19,253) (13,263) (444) Expenses: Operating expenses 7,522 13,821 6,661 Impairment and disposal of long-lived assets, net 69,480 49,130 — Total Expenses 77,002 62,951 6,661 Loss from operations (96,255) (76,214) (7,105) Other (expense) income: Other expense, net (5,087) (6,118) (5,636) Total other expense, net (5,087) (6,118) (5,636) Loss before provision for income taxes (101,342) (82,332) (12,741) Income tax (benefit) provision (4,101) (12,223) 339 Net loss from discontinued operations, net of taxes (97,241) (70,109) (13,080) Less: net loss attributable to non-controlling interest from discontinued operations (1,193) (2,669) — Net loss from discontinued operations excluding non-controlling interest $ (96,048) $ (67,440) $ (13,080) Other expense, net primarily consists of interest expense on the construction finance liability and operating lease liabilities associated with our discontinued operations. The consolidated statements of cash flows includes continuing operations and discontinued operations. The following table summarizes the depreciation of long-lived assets, amortization of long-lived assets, loss on impairment of long-lived assets, and capital expenditures of discontinued operations for the years ended December 31: 2023 2022 2021 (in thousands) Depreciation and amortization $ 3,798 $ 10,787 $ 5,228 Purchases of property and equipment 67 844 57,479 Loss on impairment and disposal of long-lived assets 69,480 49,130 69 Other noncash investing and financing activities Noncash partial extinguishment of construction finance liability $ 18,486 $ — $ — Year Ending December 31, (in thousands) 2024 $ 5,455 2025 5,619 2026 5,788 2027 5,961 2028 6,140 Thereafter 12,287 Total future payments 41,250 Less: Interest (15,080) Total present value of minimum payments 26,170 Construction finance liabilities - current portion (2,003) Construction finance liabilities $ 24,167 During the year ended December 31, 2022, the Company exited Nevada and recorded a loss on disposal of operating right of use assets of $14.0 million, which was recorded in net loss from discontinued operations on the consolidated statements of operations. Future minimum lease payments under non-cancellable leases associated with discontinued operations as of December 31, 2023 are as follows: Operating leases Finance leases (in thousands) 2024 $ 1,739 $ 494 2025 1,798 509 2026 1,859 476 2027 1,922 377 2028 1,979 389 Thereafter 23,503 835 Total undiscounted lease liabilities 32,800 3,080 Less: Interest (17,303) (741) Total present value of minimum lease payments 15,497 2,339 Lease liabilities - current portion 165 291 Lease liabilities $ 15,332 $ 2,048 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 11. NOTES PAYABLE Notes payable consisted of the following as of December 31: 2023 2022 Stated Interest Rate Effective Interest Rate Maturity Date Net Book Value of (in thousands) Mortgage Notes Payable Notes dated December 21, 2022 (1) $ 70,046 $ 71,500 7.53% (7) 7.86% 1/1/2028 $ 166,932 Notes dated December 22, 2023 (2) 25,000 — 8.31% (7) 8.48% 12/31/2028 59,677 Notes dated December 22, 2022 (3) 18,470 18,900 7.30% (7) 7.38% 12/22/2032 9,017 Notes dated October 1, 2021 (4) 5,645 6,095 8.14% (7) 8.29% 10/1/2027 11,860 Total mortgage notes payable 119,161 96,495 Promissory Notes Payable Notes dated December 22, 2022 (5) — 5,500 10.00% (7) 10.00% 12/22/2023 Notes acquired in Harvest Acquisition in October 2021 (6) 1,707 5,338 (6) (7) (6) (6) Note of consolidated variable-interest entity dated February 1, 2022 885 1,200 8.00% (7) 8.00% 12/31/2025 Total promissory notes payable 2,592 12,038 Total notes payable 121,753 108,533 Less: debt discount (2,139) (1,833) Less: current portion of notes payable (3,759) (12,453) Notes payable, net $ 115,855 $ 94,247 (1) In connection with the closing of these four notes, the Company entered into an interest rate swap to fix the interest rate at 7.53% for the term of the notes. See Note 24. Financial Instruments for further details. These promissory notes contain customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, among other things, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, debt service coverage ratio, and liquidity covenant test. The covenants commenced on September 30, 2023 with semi-annual measurement, except for certain covenants which were measured starting as of December 31, 2022. In May 2023, the Company amended the terms of the agreement with respect to the covenant requirements, excluding balloon payments from certain covenant calculations. (2) This mortgage note payable contains customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, among other things, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, debt service coverage ratio, and liquidity covenant test. The covenants commence on June 30, 2024 with quarterly or semi-annual measurement, except for certain covenants which were measured starting as of December 31, 2023. (3) This mortgage note payable bears stated interest rate until December 21, 2027 and thereafter, interest will accrue at a rate equal to the five-year treasury rate in effect as of December 12, 2027 plus 3.50%. The promissory note contains customary restrictive covenants pertaining to our operations, including, among other things, limitations on the amount of debt and subsidiary debt that may be incurred and the ability to pledge assets, as well as financial covenant requirements, among other things, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, covenant to liquidity and debt principal test, and a global debt service coverage ratio. (4) On November 15, 2022, the Company closed on the refinancing of our mortgage notes payable dated October 1, 2021 to extend the maturity date by five years and fix the interest rate at 8.14%. In the first quarter of 2023, the Company reclassified the collateralized assets to held for sale as part of its continued efforts to optimize assets and resources in the markets the Company serves. The Company expects to sell the assets, which primarily consist of property and equipment, within the near-term. (5) Promissory note is secured by the acquired membership interest in Formula 420 Cannabis LLC. See Note 4. Acquisitions for further details. (6) Seven promissory notes were acquired during the year ending December 31, 2021. Interest rates range from 0.00% to 7.50%, with a weighted average interest rate of 6.60% as of December 31, 2023. Maturity dates range from October 4, 2024 to October 24, 2026. (7) Interest payments are due monthly. Interest expense incurred on notes payable is recorded to interest expense, net on the consolidated statements of operations. Interest expense was $8.4 million, $1.0 million, and $1.9 million for the years ended December 31, 2023, 2022, and 2021, respectively, and included accretion expense of $0.3 million, $0.1 million, and $0.1 million, for the years ended December 31, 2023, 2022, and 2021, respectively. Note 12. Private Placement Notes for further details. As of December 31, 2023, stated maturities of notes payables are as follows: Year Ending December 31, (in thousands) 2024 $ 3,751 2025 4,331 2026 4,655 2027 70,034 2028 23,199 Thereafter 15,783 Total $ 121,753 |
Private Placement Notes
Private Placement Notes | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Private Placement Notes | NOTE 12. PRIVATE PLACEMENT NOTES June and November Notes In 2019, the Company completed two private placement notes (the “June Notes" and the “November Notes”), each comprised of 5-year senior secured promissory notes with a face value of $70.0 million and $60.0 million, respectively. The purchasers of the June Notes received warrants to purchase 1,470,000 Subordinate Voting Shares at a price of $13.47 ("June Warrants") and the purchasers of the November Notes received warrants to purchase 1,560,000 Subordinate Voting Shares at a price of $980 per Unit, with each unit consisting of one Note issued in Denominations of $1,000 and 26 warrants ("November Warrants"), which can be exercised for approximately three years after closing (collectively the "Public Warrants"). The remaining outstanding Public Warrants expired in June 2022. On December 1, 2023, the Company completed an early redemption of our private placement notes, both of the "June Notes" and the "November Notes", with a cash payment of $130.0 million, excluding accrued interest, which represented a redemption price of 100% of the principal amounts outstanding for both "Notes". The Company recorded a loss on extinguishment of $2.4 million representing the difference between the reacquisition price and the net carrying amount of the debt as of extinguishment. 2026 Notes On October 6, 2021, the Company closed its private placement of 8% Senior Secured Notes (the "2026 Notes - Tranche One") for aggregate gross proceeds of $350.0 million and net proceeds of $342.6 million. The Company used a portion of the net proceeds to repay certain outstanding acquired indebtedness and used the remaining net proceeds for capital expenditures and other general corporate purposes. On January 28, 2022, the Company closed on a second tranche private placement of 8% Senior Secured Notes (the "2026 Notes - Tranche Two") for aggregate gross proceeds of $76.9 million and net proceeds of $75.6 million. The Company used the net proceeds for capital expenditures and other general corporate purposes. The notes may be redeemed in whole or in part, at the Company's option, at any time, on or after October 6, 2023, at the applicable redemption price. These notes are collectively referred to as the "2026 Notes". During the third quarter of 2023, the Company made an open market repurchase of its private placement notes, "2026 Notes - Tranche One", that resulted in the extinguishment of $57.0 million in principal at a discount of 16.5%. Cash consideration paid to repurchase the principal amount outstanding, excluding accrued interest, totaled $47.6 million, and the Company recognized a gain of $8.2 million on the extinguishment of debt. notes payable consisted of the following as of December 31: 2023 2022 Stated Interest Effective Interest Maturity Date (in thousands) 2026 Notes - Tranche One $ 293,000 $ 350,000 8.00% 8.52% 10/6/2026 2026 Notes - Tranche Two 75,000 75,000 8.00% 8.43% 10/6/2026 June Notes — 70,000 9.75% 13.32% 6/11/2024 November Notes — 60,000 9.75% 13.43% 6/11/2024 Total private placement notes 368,000 555,000 Less: Unamortized debt discount and issuance costs (4,785) (13,336) Less: current portion of private placement notes, net — — Private placement notes, net $ 363,215 $ 541,664 The fair value of the private placement notes was $310.5 million as of December 31, 2023. The private placement notes contain customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements and a fixed charge ratio coverage, measured from time to time when certain conditions are met. Interest expense incurred on private placement notes is recorded to interest expense, net on the consolidated statements of operations. Interest expense was $49.7 million, $52.0 million, and $22.2 million for the years ended December 31, 2023, 2022, and 2021, respectively, and included accretion expense of $5.3 million, $5.2 million, and $3.5 million for the years ended December 31, 2023, 2022, and 2021, respectively. Year (in thousands) 2026 368,000 Total private placement notes $ 368,000 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | NOTE 13. LEASES The following table provides the components of lease cost for the year ended December 31: Location on the consolidated statements of operations 2023 2022 2021 (in thousands) Operating lease cost Cost of goods sold, sales and marketing, general and administrative $ 20,291 $ 20,428 $ 10,754 Finance lease cost: Amortization of lease assets Cost of goods sold, Deprecation and amortization 10,357 10,935 7,638 Interest on lease liabilities Interest expense 6,449 6,549 4,385 Finance lease cost 16,806 17,484 12,023 Variable lease cost Cost of goods sold, sales and marketing, general and administrative 9,766 7,887 6,013 Short term lease expense Cost of goods sold, sales and marketing, general and administrative 406 751 334 Total lease cost (1) $ 47,269 $ 46,550 $ 29,124 During the years ended December 31, 2023, 2022, and 2021, the Company earned a nominal amount of sublease income which is recorded in other income, net on the consolidated statements of operations. Other information related to operating and finance leases is as follows as of December 31: 2023 2022 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19,283 $ 21,092 Operating cash flows from finance leases $ 6,483 $ 6,542 Financing cash flows from finance leases $ 7,213 $ 7,042 ASC 842 lease additions and modifications Operating leases $ 14,016 $ 19,920 Finance leases $ 1,021 $ 25,909 Weighted average discount rate: Operating leases 8.33 % 9.29 % Finance leases 8.99 % 8.66 % Weighted average remaining lease term (in years): Operating leases 6.95 8.32 Finance leases 7.22 7.79 Future minimum lease payments under non-cancellable leases as of December 31, 2023 are as follows: Operating leases Finance leases (in thousands) 2024 $ 19,713 $ 13,635 2025 19,651 13,492 2026 18,872 12,915 2027 18,232 12,047 2028 17,399 11,439 Thereafter 58,317 33,412 Total undiscounted lease liabilities 152,184 96,940 Less: Interest (49,881) (27,627) Total present value of minimum lease payments 102,303 69,313 Lease liabilities - current portion (10,068) (7,637) Lease liabilities $ 92,235 $ 61,676 The Company recorded a loss on disposal of right of use assets of $5.7 million, $17.8 million, and nominal for the years ended December 31, 2023, 2022 and 2021, respectively, resulting from the repositioning of assets, which was recorded in impairment and disposal of long-lived assets, net on the consolidated statements of operations. Lease Guarantees In accordance with ASC 460, Guarantees, the Company has determined that it meets the guarantor requirements under certain contractual agreements. During the year ended December 31, 2023, the Company terminated a retail lease resulting in the Company being relieved of its primary obligation under this lease. As a result of the lease termination, a new tenant executed a new lease for the same property with the Company becoming secondarily liable. Nonperformance by the new tenant results in the Company becoming obligated to fulfill the lease conditions. The new lease has a term of approximately 6 years from December 31, 2023 with the Company serving as guarantor for an approximate term of 6 years. If the new tenant defaults on the lease obligations the Company becomes responsible for payment. The resulting maximum exposure includes $5.4 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining 6 years the Company is guarantor. During the year ended December 31, 2023, the Company determined it was no longer the primary beneficiary of one of its variable interest entities. The Company guarantees two cannabis dispensary leases of the variable interest entity. Under both leases, nonperformance by the tenant results in the Company becoming obligated to fulfill the lease conditions. The leases have a term of approximately 7 and 8 years as of December 31, 2023, with the resulting maximum exposure estimated to be $5.5 million which includes $2.4 million and $3.1 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining terms the Company is guarantor, respectively. |
Leases | NOTE 13. LEASES The following table provides the components of lease cost for the year ended December 31: Location on the consolidated statements of operations 2023 2022 2021 (in thousands) Operating lease cost Cost of goods sold, sales and marketing, general and administrative $ 20,291 $ 20,428 $ 10,754 Finance lease cost: Amortization of lease assets Cost of goods sold, Deprecation and amortization 10,357 10,935 7,638 Interest on lease liabilities Interest expense 6,449 6,549 4,385 Finance lease cost 16,806 17,484 12,023 Variable lease cost Cost of goods sold, sales and marketing, general and administrative 9,766 7,887 6,013 Short term lease expense Cost of goods sold, sales and marketing, general and administrative 406 751 334 Total lease cost (1) $ 47,269 $ 46,550 $ 29,124 During the years ended December 31, 2023, 2022, and 2021, the Company earned a nominal amount of sublease income which is recorded in other income, net on the consolidated statements of operations. Other information related to operating and finance leases is as follows as of December 31: 2023 2022 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19,283 $ 21,092 Operating cash flows from finance leases $ 6,483 $ 6,542 Financing cash flows from finance leases $ 7,213 $ 7,042 ASC 842 lease additions and modifications Operating leases $ 14,016 $ 19,920 Finance leases $ 1,021 $ 25,909 Weighted average discount rate: Operating leases 8.33 % 9.29 % Finance leases 8.99 % 8.66 % Weighted average remaining lease term (in years): Operating leases 6.95 8.32 Finance leases 7.22 7.79 Future minimum lease payments under non-cancellable leases as of December 31, 2023 are as follows: Operating leases Finance leases (in thousands) 2024 $ 19,713 $ 13,635 2025 19,651 13,492 2026 18,872 12,915 2027 18,232 12,047 2028 17,399 11,439 Thereafter 58,317 33,412 Total undiscounted lease liabilities 152,184 96,940 Less: Interest (49,881) (27,627) Total present value of minimum lease payments 102,303 69,313 Lease liabilities - current portion (10,068) (7,637) Lease liabilities $ 92,235 $ 61,676 The Company recorded a loss on disposal of right of use assets of $5.7 million, $17.8 million, and nominal for the years ended December 31, 2023, 2022 and 2021, respectively, resulting from the repositioning of assets, which was recorded in impairment and disposal of long-lived assets, net on the consolidated statements of operations. Lease Guarantees In accordance with ASC 460, Guarantees, the Company has determined that it meets the guarantor requirements under certain contractual agreements. During the year ended December 31, 2023, the Company terminated a retail lease resulting in the Company being relieved of its primary obligation under this lease. As a result of the lease termination, a new tenant executed a new lease for the same property with the Company becoming secondarily liable. Nonperformance by the new tenant results in the Company becoming obligated to fulfill the lease conditions. The new lease has a term of approximately 6 years from December 31, 2023 with the Company serving as guarantor for an approximate term of 6 years. If the new tenant defaults on the lease obligations the Company becomes responsible for payment. The resulting maximum exposure includes $5.4 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining 6 years the Company is guarantor. During the year ended December 31, 2023, the Company determined it was no longer the primary beneficiary of one of its variable interest entities. The Company guarantees two cannabis dispensary leases of the variable interest entity. Under both leases, nonperformance by the tenant results in the Company becoming obligated to fulfill the lease conditions. The leases have a term of approximately 7 and 8 years as of December 31, 2023, with the resulting maximum exposure estimated to be $5.5 million which includes $2.4 million and $3.1 million of undiscounted future minimum lease payments plus potential additional payments to satisfy maintenance, taxes, and insurance requirements under the remaining terms the Company is guarantor, respectively. |
Construction Finance Liabilitie
Construction Finance Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Construction Finance Liability [Abstract] | |
Construction Finance Liability | NOTE 14. CONSTRUCTION FINANCE LIABILITIES As of December 31, 2023 and 2022, total construction finance liabilities were $138.1 million and $138.4 million, respectively. The contractual terms range from 10.0 years to 25.0 years with a weighted average remaining lease term of 16.8 years. The Company recorded interest and accretion expense for the years ended December 31, 2023, 2022, and 2021 of $16.4 million, $15.9 million, and $7.8 million, respectively, which is included in interest expense, net on the consolidated statements of operations. Future minimum lease payments for the construction finance liabilities as of December 31, 2023 are as follows: Year Ending December 31, (in thousands) 2024 $ 17,043 2025 17,521 2026 18,013 2027 18,519 2028 19,039 Thereafter 283,385 Total future payments 373,520 Less: Interest (235,395) Total present value of minimum payments 138,125 Construction finance liabilities - current portion (1,466) Construction finance liabilities $ 136,659 |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Share Capital | NOTE 15. SHARE CAPITAL The authorized share capital of the Company is comprised of the following: (i) Unlimited number of Subordinate Voting Shares Holders of the Subordinate Voting Shares are entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote. At each such meeting holders of Subordinate Voting Shares shall be entitled to one vote in respect of each Subordinate Voting Share held. Holders of Subordinate Voting Shares are entitled to receive as and when declared by the directors, dividends in cash or property of the Company. No dividend will be declared or paid on the Subordinate Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Multiple Voting Shares and Super Voting Shares. (ii) Unlimited number of Multiple Voting Shares Holders of Multiple Voting shares are entitled to notice of and to attend any meetings of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company have the right to vote. At each such meeting, holders of Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (initially, 100 votes per Multiple Voting Share). The initial “Conversation Ratio” for Multiple Voting Shares is 100 Subordinate Voting 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 therefor, pari passu (on an as converted basis, assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares at the Conversion Ratio) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend may be declared or paid on the Multiple Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares and Super Voting Shares. The Company's subordinate voting shares and multiple voting shares, as converted, are collectively referred to herein as common stock. (iii) Unlimited number of Super Voting Shares Holders of Super 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 Super Voting Shares are 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 therefor, pari passu (on an as converted to Subordinate 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. There were no Super Voting Shares outstanding as of December 31, 2023 or 2022. |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share Based Compensation | NOTE 16. SHARE BASED COMPENSATION Equity Incentive Plans The Company’s 2021 Omnibus Incentive Plan, as Amended and Restated, (the “2021 Plan”) was adopted at the annual meeting of shareholders. The 2021 Plan reserves 14,000,000 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 remain subject to the terms of the Prior Plan. No further grants of awards shall be made under the Prior Plan. The Prior Plan is administered by the Board of Directors of the Company and the 2021 Plan is administered by the Compensation Committee of the Board of Directors. Options On July 25, 2023, under the 2021 Plan, the Board awarded options to purchase shares to board members, officers, and certain management employees of the Company. The options granted to board members immediately vested and all other options granted to employees vest over a three-year period. On January 4, 2022 and February 24, 2022, under the 2021 Plan, the Board awarded options to purchase shares to board members, officers, and certain management employees of the Company. The options granted vest immediately for board members and all other options granted vest over a two 2023 2022 2021 Fair value at grant date $1.83 - $2.00 $8.39 - $11.01 $1.44 - $14.13 Expected term (in years) 3.30 - 3.97 3.5 - 4.5 3.20 - 6.20 Expected volatility 60.07% - 60.85% 51.81% - 52.87% 49.64% - 56.04% Expected annual rate of dividends 0% 0% 0% Risk free annual interest rate 4.34% - 4.53% 1.20% - 1.79% 0.16% - 1.15% The following table summarizes the Company's stock option activity for the year ended December 31, 2023: Number Weighted Weighted average Aggregate intrinsic Outstanding options, beginning of year 3,177,815 $ 25.96 Granted 1,754,817 3.99 Forfeited (735,574) 20.48 Outstanding options, end of year 4,197,058 $ 17.73 4.91 $ — Vested and Exercisable options, end of year 3,248,599 $ 21.34 3.87 $ — The Company recorded share-based compensation for stock options as follows for the year ended December 31: Statements of operations 2023 2022 2021 (in thousands) Cost of goods sold $ 66 $ 172 $ 662 General and administrative 3,344 8,157 5,722 Sales and marketing 59 243 1,089 Total share-based compensation expense $ 3,469 $ 8,572 $ 7,473 As of December 31, 2023, there was approximately $2.0 million of unrecognized compensation cost related to unvested stock option arrangements which is expected to be recognized over a weighted average service period of 0.78 years. Restricted Stock Units Restricted stock units ("RSUs") represent a right to receive a single Subordinate Voting Share that is both non-transferable and forfeitable unless and until certain conditions are satisfied. RSUs generally vest ratably over a two three On July 25, 2023, the Board awarded RSUs to board members, officers, and certain management employees of the Company. The RSUs vest over a 30-day period for board members and all other RSUs granted vest over a two-year period. The fair value of RSUs is determined on the grant date and is amortized over the vesting period. On January 4, February 24, and March 31, 2022, the Board awarded RSUs to board members, officers, and certain management employees of the Company. The RSUs immediately vested for board members and all other RSUs granted vest over a two-year period. The following table summarizes the Company's RSU activity for the year ended December 31, 2023: Restricted Stock Unit Activity Number of Weighted-average grant date fair value Unvested balance, beginning of year 720,707 $ 22.36 Granted 2,955,177 3.99 Vested (415,115) 23.06 Forfeited (574,553) 6.03 Unvested balance, end of year 2,686,216 $ 5.47 The weighted-average grant date fair value of RSUs granted was $21.51 and $25.45 for the years ended December 31, 2022, and 2021, respectively. The fair value of RSUs vested was $2.1 million, $1.6 million and $73.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Company recorded share-based compensation for RSUs as follows for the year ended December 31: Statements of operations 2023 2022 2021 (in thousands) Cost of goods sold $ 744 $ 900 $ 306 General and administrative 5,754 8,190 1,239 Sales and marketing 608 462 236 Total share based compensation expense $ 7,106 $ 9,552 $ 1,781 As of December 31, 2023, there was approximately $9.0 million of total unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average service period of 0.81 years. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 17. EARNINGS PER SHARE The following is a reconciliation for the calculation of basic and diluted earnings per share as of December 31: 2023 2022 2021 Numerator: (in thousands, except for per share data) Continuing Operations Net (loss) income from continuing operations $ (435,895) $ (182,618) $ 30,525 Less: net loss attributable to non-controlling interest (5,147) (3,994) (587) Net (loss) income from continuing operations available to common shareholders of Trulieve Cannabis Corp. $ (430,748) $ (178,624) $ 31,112 Discontinued Operations Net loss from discontinued operations $ (97,241) $ (70,109) $ (13,080) Less: net loss attributable to non-controlling interest (1,193) (2,669) — Net loss from discontinued operations excluding non-controlling interest $ (96,048) $ (67,440) $ (13,080) Denominator: Weighted average number of common shares outstanding 188,974,176 187,995,317 139,366,940 Dilutive effect of securities outstanding — — 7,390,346 Diluted weighted average number of common shares outstanding 188,974,176 187,995,317 146,757,286 Loss per share - Continuing Operations Basic loss per share $ (2.28) $ (0.95) $ 0.22 Diluted loss per share $ (2.28) $ (0.95) $ 0.21 Loss per share - Discontinued Operations Basic and diluted loss per share $ (0.51) $ (0.36) $ (0.09) Shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of December 31: 2023 2022 2021 Stock options 4,197,058 3,177,815 1,694,424 Restricted share units 2,686,216 720,707 — Warrants 9,496 177,391 409,811 As of December 31, 2023, there were approximately 186.2 million issued and outstanding shares which excludes approximately 2.9 million fully vested RSUs which are not contractually issuable until 2024 and approximately 0.1 million fully vested RSUs which are not contractually issuable until the earlier of triggering event, as defined, or December 1, 2030. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 18. INCOME TAXES The Company is treated as a United States corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes, the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company (as defined in the Income Tax Act (Canada) (the “ITA”) for Canadian income tax purposes. As a result, the Corporation is subject to taxation both in Canada and the United States. The components of the income tax provision include the following for the year ended December 31: 2023 2022 2021 (in thousands) Current: Federal $ 121,722 $ 141,582 $ 141,684 State 46,808 38,633 29,677 Total current tax expense $ 168,530 $ 180,215 $ 171,361 Deferred: Federal $ (17,855) $ (17,814) $ (21,414) State (1,088) 793 (4,421) Foreign (1,191) (1,461) — Total deferred tax expense $ (20,134) $ (18,482) $ (25,835) Change in valuation allowance 2,962 1,647 196 Total income tax expense $ 151,358 $ 163,380 $ 145,722 A reconciliation of the Federal statutory income tax rate percentage to the effective tax rate is as follows for the years ended December 31: 2023 2022 2021 (in thousands) (Loss) income before income taxes $ (284,537) $ (19,238) $ 176,247 Federal statutory rate 21.0 % 21.0 % 21.0 % Theoretical tax (benefit) provision $ (59,753) $ (4,040) $ 37,012 Effects of tax rates in foreign jurisdictions $ 15 $ 16 $ — State taxes 835 14,598 25,580 Changes in state tax rates 5,772 4,763 (912) Uncertain tax position, inclusive of interest and penalties 130,481 146,702 77,783 Change in valuation allowance 2,962 1,647 196 Other 881 (4,793) (1,000) Tax effect of non-deductible expenses: IRC Section 280E disallowance — — 6,798 Goodwill impairment 64,594 — — Stock compensation 1,170 169 95 Political contributions 4,401 4,318 170 Total non-deductible expenses $ 70,165 $ 4,487 $ 7,063 Total income tax provision $ 151,358 $ 163,380 $ 145,722 Effective tax rates (53.2) % (849.3) % 82.7 % As of December 31, 2023 and December 31, 2022 the Company accrued interest and penalties on uncertain tax liabilities of $6.4 million and $3.5 million, respectively on the consolidated balance sheets. Deferred income taxes consist of the following as of December 31: 2023 2022 (in thousands) Deferred tax assets: Lease liabilities $ 2,623 $ 3,094 Finance liabilities 27,695 27,386 Net operating losses 10,098 6,596 Inventory reserves 4,667 1,665 Other deferred tax assets 759 1,421 Total deferred tax assets: $ 45,842 $ 40,162 Deferred tax liabilities: Right of use assets $ (2,356) $ (3,112) Intangible assets (221,743) (236,353) Property and equipment (19,150) (19,004) Total deferred tax liabilities: $ (243,249) $ (258,469) Valuation allowance (9,557) (6,596) Net deferred tax liability $ (206,964) $ (224,903) The IRS has taken the position that cannabis companies are subject to the limits of Internal Revenue Code ("IRC") Section 280E for U.S. federal income tax purposes, a position also held by state income tax regulators for all states in which the Company operates, planned to operate, or has discontinued operations, except for Arizona, California, Colorado, Connecticut, Maryland, Massachusetts, and New Jersey. Under the IRS's interpretation of IRC Section 280E, cannabis companies are only allowed to deduct expenses directly and indirectly related to the production of inventory. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. As of December 31, 2023 and December 31, 2022, the Company recorded an uncertain tax liability on the consolidated balance sheets for tax positions taken related to our inventory costs for tax purposes in our Florida and West Virginia dispensaries. During the year ended December 31, 2023, the Company also recorded an uncertain tax liability in uncertain tax positions on the consolidated balance sheets for tax positions taken based on legal interpretations that challenge the Company's tax liability under IRC Section 280E ("280E Position"). The Company believes it is reasonably possible that the unrecognized tax benefits will increase over the next 12 months as a result of receiving additional refunds related to the 280E Position. In January 2024, the Company received $50.3 million in refunds which will increase the unrecognized tax benefits by this amount. The Company is not able to reasonably estimate any additional increase. A reconciliation of the beginning and ending amount of unrecognized tax benefits: 2023 2022 (in thousands) Balance, January 1 $ 41,781 $ 44,850 Reductions based on lapse of statute of limitations (1,053) (4,228) Additions based on tax positions related to the current year 152,313 — Additions based on refunds requested but not received related to prior year 111,664 — Additions based on refunds received related to prior years 62,391 — Additions based on tax positions related to the prior year 175,666 1,159 Balance, December 31 $ 542,762 41,781 2023 2022 (in thousands) Balance, January 1 $ 19,459 $ 6,665 Reductions based on lapse of statute of limitations (1,053) (4,228) Additions based on tax positions related to the current year 139,914 2,017 Additions based on tax positions related to the prior year 113,815 12,887 Additions based on refunds received related to prior years 62,391 — Reclass tax payment on account (157,063) — Interest recorded in income tax expense, net of reversals (1) 3,150 (247) Penalties recorded in income tax expense, net of reversals (1) (263) 2,365 Balance, December 31 (2) $ 180,350 $ 19,459 (2) Of the $180.4 million of uncertain tax liabilities recorded as of December 31, 2023 in the table above, $152.1 million relate to our 280E Position. Realization of deferred tax assets associated with the net operating loss carryforwards is dependent upon generating sufficient taxable income prior to their expiration. A valuation allowance to reflect management's estimate of the net operating loss carryforwards that may expire prior to their utilization has been recorded as of December 31, 2023. As of December 31, 2023, the Company had $11.2 million of non-capital Canadian losses which expire from 2039 to 2043, $342.4 million of state net operating losses which expire from 2031 to 2043, $92.6 million of state net operating losses which have an indefinite carryforward period, and $219.0 million of U.S. federal net operating losses which have an indefinite carryforward period. The Company determined a valuation allowance was applicable to $11.2 million of non-capital Canadian losses and $100.3 million of state net operating losses. The Company also determined that it is more likely than not that the benefit from $209.0 million of U.S. federal net operating losses and $319.5 million of state net operating losses will not be realized and therefore this amount has not been recorded. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 10. HELD FOR SALE (in thousands) Held for sale assets, net as of December 31, 2022 $ 14,521 Assets moved to held for sale 18,694 Non-cash settlement (2,481) Impairments (2,810) Assets sold (12,344) Held for sale assets, net as of December 31, 2023 $ 15,580 Held for sale liabilities as of December 31, 2022 $ — Liabilities moved to held for sale (1,997) Liabilities settled associated with held for sale assets 1,997 Held for sale liabilities as of December 31, 2023 $ — During the years ended December 31, 2023, 2022, and 2021, the Company recorded a loss on the impairment and disposal of held for sale assets of $3.8 million, $8.6 million, and zero, respectively, which is recorded to impairment and disposal of long-lived assets, net on the consolidated statements of operations. NOTE 19. DISCONTINUED OPERATIONS Discontinued operations consist of our Massachusetts and Nevada operations. The assets and liabilities associated with discontinued operations consisted of the following as of December 31: 2023 2022 (in thousands) Assets associated with discontinued operations Cash $ 301 $ 5,702 Accounts receivable, net 841 2,936 Inventories — 21,310 Income tax receivable — 2,299 Prepaid expenses 816 1,475 Other current assets — 11 Deferred tax asset — 766 Property and equipment, net — 53,687 Right of use assets - operating, net — 2,453 Right of use assets - finance, net — 5,736 Intangible assets, net — 27,849 Other assets 2,010 2,638 Total assets associated with discontinued operations $ 3,968 $ 126,862 Liabilities associated with discontinued operations Accounts payable and accrued liabilities $ 530 $ 1,617 Deferred revenue — 109 Operating lease liabilities - current portion 165 146 Finance lease liabilities - current portion 291 456 Construction finance liability - current portion 2,003 — Operating lease liabilities 15,332 17,108 Finance lease liabilities 2,048 5,890 Construction finance liability 24,167 45,217 Other long-term liabilities 6 155 Total liabilities associated with discontinued operations $ 44,542 $ 70,698 The following table summarizes the Company's loss from discontinued operations for the years ended December 31. The gain and loss resulting from the forgiveness of intercompany payables has been eliminated in consolidation. 2023 2022 2021 (in thousands) Revenue $ 10,590 $ 24,634 $ 6,451 Cost of goods sold 29,843 37,897 6,895 Gross margin (19,253) (13,263) (444) Expenses: Operating expenses 7,522 13,821 6,661 Impairment and disposal of long-lived assets, net 69,480 49,130 — Total Expenses 77,002 62,951 6,661 Loss from operations (96,255) (76,214) (7,105) Other (expense) income: Other expense, net (5,087) (6,118) (5,636) Total other expense, net (5,087) (6,118) (5,636) Loss before provision for income taxes (101,342) (82,332) (12,741) Income tax (benefit) provision (4,101) (12,223) 339 Net loss from discontinued operations, net of taxes (97,241) (70,109) (13,080) Less: net loss attributable to non-controlling interest from discontinued operations (1,193) (2,669) — Net loss from discontinued operations excluding non-controlling interest $ (96,048) $ (67,440) $ (13,080) Other expense, net primarily consists of interest expense on the construction finance liability and operating lease liabilities associated with our discontinued operations. The consolidated statements of cash flows includes continuing operations and discontinued operations. The following table summarizes the depreciation of long-lived assets, amortization of long-lived assets, loss on impairment of long-lived assets, and capital expenditures of discontinued operations for the years ended December 31: 2023 2022 2021 (in thousands) Depreciation and amortization $ 3,798 $ 10,787 $ 5,228 Purchases of property and equipment 67 844 57,479 Loss on impairment and disposal of long-lived assets 69,480 49,130 69 Other noncash investing and financing activities Noncash partial extinguishment of construction finance liability $ 18,486 $ — $ — Year Ending December 31, (in thousands) 2024 $ 5,455 2025 5,619 2026 5,788 2027 5,961 2028 6,140 Thereafter 12,287 Total future payments 41,250 Less: Interest (15,080) Total present value of minimum payments 26,170 Construction finance liabilities - current portion (2,003) Construction finance liabilities $ 24,167 During the year ended December 31, 2022, the Company exited Nevada and recorded a loss on disposal of operating right of use assets of $14.0 million, which was recorded in net loss from discontinued operations on the consolidated statements of operations. Future minimum lease payments under non-cancellable leases associated with discontinued operations as of December 31, 2023 are as follows: Operating leases Finance leases (in thousands) 2024 $ 1,739 $ 494 2025 1,798 509 2026 1,859 476 2027 1,922 377 2028 1,979 389 Thereafter 23,503 835 Total undiscounted lease liabilities 32,800 3,080 Less: Interest (17,303) (741) Total present value of minimum lease payments 15,497 2,339 Lease liabilities - current portion 165 291 Lease liabilities $ 15,332 $ 2,048 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | NOTE 20. VARIABLE INTEREST ENTITIES The Company has entered into operating agreements with various entities related to the purchase and operation of cannabis dispensary, cultivation, and production licenses, in several states in which it determined to be variable interest entities. The Company determined certain of these entities to be variable interest entities in which it is the primary beneficiary and holds ownership interests in these entities ranging from 46% to 95% either directly or through a proxy as of December 31, 2023. The Company's VIEs are not material to the consolidated financial position or operations as of or for the years ended December 31, 2023, 2022, or 2021. The Company consolidates these entities due to the other holder’s equity investment being insufficient to finance its activities without additional subordinated financial support and the Company meeting the power and economics criteria. In particular, the Company controls the management decisions and activities most significant to certain VIEs, has provided a significant portion of the subordinated financial support provided to date, and holds membership interests exposing the Company to the risk of reward and/or loss. The Company allocates income and cash flows of the VIEs based on the outstanding ownership percentage in accordance with the underlying operating agreements, as amended. The Company has consolidated all identified variable interest entities for which the Company is the primary beneficiary in the accompanying consolidated financial statements. During the first quarter of 2023, the Company paid $0.4 million i n cash and $1.7 million in subordinate voting shares earned but not yet issued, based on the completion of certain milestones required as part of the acquisition of one of the Company's consolidated variable interest entities. The Company previously paid $0.8 million in cash for certain milestones. As part of the Company's decision to exit the Massachusetts market in the second quarter of 2023, it ceased its relationship with this variable interest entity. This terminated the payment of the $1.7 million subordinate voting shares earned but not yet issued. Based on the changes in circumstances, the Company reevaluated the variable interest entity, concluding it was no longer the primary beneficiary and as such, deconsolidated the entity in the second quarter of 2023. The Company deconsolidated total assets of $10.6 million and liabilities of $4.8 million and recorded a loss of $10.0 million related to the termination of the acquisition and deconsolidation of the variable interest entity which is included in net loss from discontinued operations on the consolidated statements of operations for the year ended December 31, 2023 . In addition to the above, during the second quarter of 2023, the Company sold and divested of certain variable interest entities. The Company received cash proceeds of $1.8 million related to the sale and recorded a loss on divestment of $0.8 million which is included in impairments and disposals of long-lived assets, net on the consolidated statements of operations. The activity for the remainder of the year ended December 31, 2023 was nominal. During the year ended December 31, 2022, the Company divested of its minority ownership interest in two of its VIEs and received cash of $2.0 million and recorded an insignificant loss on the divestments which were recorded in impairment and disposal of long-lived assets, net, in the consolidated statements of operations for the year ended December 31, 2022. The Company no longer consolidates these VIEs since it is no longer considered the primary beneficiary. The following table presents the summarized assets and liabilities of the Company’s VIEs in which it does not hold a majority interest as of December 31. The assets and liabilities in the table below include third-party assets and liabilities of our VIEs only and exclude intercompany balances that are eliminated in consolidation as included on our consolidated balance sheets. 2023 2022 (in thousands) Current assets: Cash $ 9,491 $ 7,349 Accounts receivable, net 1,308 597 Inventories 8,341 7,590 Prepaid expenses 423 46 Other current assets 7 — Total current assets 19,570 15,582 Property and equipment, net 28,068 25,994 Right of use asset - operating, net 2,744 — Right of use asset - finance, net 259 224 Intangible assets, net 17,162 17,947 Other assets 140 344 Total assets $ 67,943 $ 60,091 Current liabilities: Accounts payable and accrued liabilities $ 1,939 $ 3,713 Income tax payable 2,017 1,615 Deferred revenue 2 6 Operating lease liability - current portion 63 — Finance lease liability - current portion 60 41 Total current liabilities 4,081 5,375 Notes payable 885 1,200 Operating lease liability 2,926 — Finance lease liability 210 185 Deferred tax liabilities 3,638 4,101 Other long-term liabilities 671 625 Total liabilities $ 12,411 $ 11,486 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 21. RELATED PARTIES The Company previously raised funds by issuing notes to various related parties including directors, officers, and shareholders. The remaining related party notes were paid off in full in November 2021. The Company incurred interest expense on the related party debt during the year ended December 31, 2021 totaling $1.1 million. During the year ended December 31, 2023, the Company entered into an agreement to rent a piece of equipment from an entity that is directly owned in part by the Company’s Chief Executive Officer and Chair of the board of directors. The expense recognized was nominal for the year ended December 31, 2023. The Company leases a cultivation facility and corporate office facility from an entity that is directly or indirectly owned by the Company's Chief Executive Officer and Chair of the board of directors, a former member of the Company's board of directors, and a member of the Company's board of directors. The Company had the following related party operating leases on the consolidated balance sheets, under ASC 842, as of December 31: 2023 2022 (in thousands) Right-of-use assets, net $ 706 $ 820 Lease liabilities: Lease liabilities - current portion $ 127 $ 113 Lease liabilities 624 751 Total related party lease liabilities $ 751 $ 864 Lease expense recognized on related party leases was $0.2 million, $0.2 million, and $2.7 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
Revenue Disaggregation
Revenue Disaggregation | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Disaggregation | NOTE 22. REVENUE DISAGGREGATION Revenue is comprised of the following for the year ended December 31: 2023 2022 2021 (in thousands) Retail $ 1,083,545 $ 1,158,475 $ 869,707 Wholesale 43,390 55,087 61,137 Licensing and other 2,258 4,667 1,090 Total Revenue $ 1,129,193 $ 1,218,229 $ 931,934 |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 23. COMMITMENTS AND CONTINGENCIES Operating Licenses Although the possession, cultivation and distribution of cannabis for medical use is permitted in the states in which the Company operates, cannabis is a Schedule-I controlled substance and its use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis would likely result in the Company’s inability to proceed with our business plans. In addition, the Company’s assets, including real property, inventory, cash and cash equivalents, equipment and other goods, could be subject to asset forfeiture because cannabis is still federally illegal. Claims and Litigation 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, as of December 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated statements of operations. 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. In connection with t he Watkins acquisition, during the second quarter of 2023, escrow of $22.5 million was released related to the settlement of previous litigation which was previously recorded to other current assets, of which $17.0 million was paid in cash and $5.5 million was released to the Company. Contingencies |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | NOTE 24. FINANCIAL INSTRUMENTS Fair Value of Financial Instruments The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices in active markets, which are observable for the asset or liability, either directly or indirectly; and Level 3 – Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. The fair values of financial instruments by class are as follows as of December 31: 2023 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Financial Assets (1): Money market funds (2) $ 145,995 $ — $ — $ 145,995 $ 340 $ — $ — $ 340 Financial Liabilities: Interest rate swap (3) $ — $ 2,341 $ — $ 2,341 $ — $ 2,536 $ — $ 2,536 Warrant liabilities (4) — — — — — 252 — 252 (1) There were no transfers between hierarchy levels during the years ended December 31, 2023 and 2022. (2) Money market funds are included within cash and cash equivalents on the Company’s consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximate fair value. Interest income is recorded to interest income on the consolidated statements of operations. The Company recorded interest income of $4.8 million in relation to these money market funds for the year ended December 31, 2023. Interest income for the year ended December 31, 2022 was nominal. (3) The VNB Swap is carried at fair value which is based on a valuation model that utilizes interest rate yield curves and credit spreads observable in active markets as the significant inputs to the model. The Company considers credit risk associated with its own standing as well as the credit standing of any counterparties involved in the valuation of its financial instruments. The fair value of the interest rate swap liability is recorded in other long-term liabilities on the consolidated balance sheets. (4) The total fair value and carrying value of the Company's liability warrants is recorded to warrant liabilities on the consolidated balance sheets. All remaining liability warrants expired in the second quarter of 2023. See Note 15. Share Capital for additional considerations. The Company's Private Placement Notes are recorded at carrying value. The fair value of the Private Placement Notes as of December 31, 2023 was $310.5 million which was determined using Level 1 inputs of the fair value hierarchy. See Note 12. Private Placement Notes for further details. Derivative Financial Instruments |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 25. SUBSEQUENT EVENTS |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of consolidation The accompanying consolidated financial statements for the years ended December 31, 2023, 2022, and 2021 include the financial position and operations of Trulieve Cannabis Corp. and its subsidiaries. The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenue, and expenses of all consolidated subsidiaries and variable interest entities for which the Company has determined it is the primary beneficiary. Outside shareholders' interests in subsidiaries are shown on the consolidated financial statements as non-controlling interests. Intercompany balances and transactions are eliminated in consolidation. A variable interest entity (“VIE”) is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support, is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights, or do not substantively participate in the gains and losses of the entity. Upon inception of a contractual agreement, the Company performs an assessment to determine whether the arrangement contains a variable interest in a legal entity and whether that legal entity is a VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE entity that could potentially be significant to the VIE. Where the Company concludes it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. When the Company is not the primary beneficiary, the VIE is accounted for in accordance with the relevant accounting guidance. The Company regularly reviews and reconsiders previous conclusions regarding whether it is the primary beneficiary of a VIE in accordance with FASB ASC 810. The Company also reviews and reconsiders previous conclusions regarding whether the Company holds a variable interest in a potential VIE, the status of an entity as a VIE, and whether the Company is required to consolidate such VIE in the consolidated financial statements when a change occurs. |
Discontinued Operations | Discontinued Operations In June 2023, the Company exited operations in Massachusetts and in July 2022, the Company discontinued its Nevada operations. Both actions represented a strategic shift in business; therefore, the related assets and liabilities associated with the discontinued operations are classified as discontinued operations on the consolidated balance sheets and the results of the discontinued operations have been presented as discontinued operations within the consolidated statements of operations for all periods presented. Unless specifically noted otherwise, footnote disclosures only reflect the results of continuing operations. The results of discontinued operations are presented in Note 19. Discontinued Operations . Discontinued Operations |
Basis of Measurement | Basis of Measurement These consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein. |
Functional Currency | Functional Currency The functional currency of the Company and its subsidiaries, as determined by management, is the United States (“U.S.”) dollar. These consolidated financial statements are presented in U.S. dollars. |
Reclassifications | Reclassifications Certain reclassifications have been made to the consolidated financial statements of prior periods and of the accompanying notes to conform to the current period presentation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions plus cash held at retail locations. Cash held in money market investments are recorded at fair value. Cash held in financial institutions and cash held at retail locations have carrying values that approximate fair value. |
Restricted Cash | Restricted Cash |
Accounts Receivable and Notes Receivable | Accounts Receivable and Notes Receivable |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and notes receivable. The Company’s cash and cash equivalents, primarily consisted of bank deposits, cash on hand, and money market funds, Concentrations of credit risk with respect to our cash and cash equivalents are limited primarily to amounts held with financial institutions in excess of federally insured limits. |
Inventory | Inventory Inventories are comprised of raw materials (including cannabis plants and packaging materials), work in process, and finished goods. Inventory is valued at the lower of cost and net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion, disposal, and transportation for inventories in process. Cost is determined using the weighted average cost method. Costs incurred during the growing and production process are capitalized as incurred to the extent that accumulated cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes. Fixed costs associated with abnormal production volume are expensed as incurred. |
Property and Equipment | Property and Equipment Property and equipment are measured at cost less accumulated depreciation. Depreciation is recognized on a straight-line basis over the following estimated useful lives: Land Not depreciated Land improvements 20 to 30 years Buildings & improvements 7 to 40 years Furniture & equipment 3 to 10 years Vehicles 3 to 5 years Construction in progress Not depreciated Leasehold improvements The lessor of the life of the lease or the estimated useful life of the asset |
Held for Sale | Held for Sale The Company classifies long-lived assets or disposal groups and related liabilities as held-for-sale when management having the appropriate authority, generally the Company's Board of Directors ("the Board") or certain Executive Officers, commit to a plan of sale, the disposal group is ready for immediate sale, an active program to locate a buyer has been initiated and the sale is probable and expected to be completed within one year. Once classified as held-for-sale, disposal groups are valued at the lower of their carrying amount or fair value less estimated selling costs with the gain or loss on disposal recognized in the consolidated statements of operations. Depreciation on these properties is discontinued at the time they are classified as held for sale, but operating revenues, operating expenses, and interest expense continues to be recognized until the date of disposal. |
Leases | Leases The Company enters into leases in the normal course of business, primarily for retail space, production facilities, corporate offices, and equipment used in the production and sale of its products. Lease terms for real estate generally range from five three The Company recognizes a lease liability equal to the present value of the remaining lease payments, and a right-of-use asset equal to the lease liability, subject to certain adjustments, such as prepaid rents. The right-of-use asset represents the right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company’s incremental borrowing rate is the rate of interest that it would have to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component. The Company has lease agreements that contain both lease and non-lease components. For lease agreements entered into or reassessed after the adoption of Accounting Standard’s Codification 842, Leases, the Company elected to combine lease and non-lease components for all classes of assets. For finance leases, from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, the right-of-use asset is amortized on a straight-line basis and the interest expense is recognized on the lease liability using the effective interest method. For operating leases, lease expense is recognized on a straight-line basis over the term of the lease and presented as a single charge in the consolidated statements of operations. The lease term at the lease commencement date is determined based on the noncancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option, periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option and periods covered by an option to extend (or not to terminate) the lease in which the exercise of the option is controlled by the lessor. The Company considers a number of factors when evaluating whether the options in its lease contracts are reasonably certain of exercise, such as length of time before an option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to the Company's operations, costs to negotiate a new lease, any contractual or economic penalties, and the economic value of leasehold improvements. |
Failed sales-leasebacks (Construction financial liabilities) | Failed sales-leasebacks (Construction financial liabilities) |
Intangible Assets | Intangible Assets Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in business combinations are measured at fair value at the acquisition date. Intangible assets that have indefinite useful lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The estimated useful lives, residual values, and amortization methods are reviewed at each year-end, and any changes in estimates are accounted for prospectively. Internal Use Software The Company capitalizes certain costs in connection with obtaining or developing software for internal use. Further, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality or extend the assets useful life. Amortization of such costs commences when the project is substantially completed and ready for its intended use. Capitalized software development costs are classified as intangible assets, net on the consolidated balance sheets. Intangible assets are amortized using the straight-line method over estimated useful lives as follows: Licenses 15 years Internal use software 3 to 5 years Tradenames 2 to 10 years Customer relationship 1 to 5 years Non-compete 2 years Trademarks 1 to 5 years |
Internal Use Software | Internal Use Software The Company capitalizes certain costs in connection with obtaining or developing software for internal use. Further, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality or extend the assets useful life. Amortization of such costs commences when the project is substantially completed and ready for its intended use. Capitalized software development costs are classified as intangible assets, net on the consolidated balance sheets. |
Financial Instruments | Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. |
Derivatives Financial Instruments | Derivative Financial Instruments The Company utilizes interest rate swaps for the sole purpose of mitigating interest rate fluctuation risk associated with floating rate debt instruments. The Company does not use any other derivative financial instruments for trading or speculative purposes. In accordance with ASC 815, Derivatives and Hedging , derivative financial instruments are recognized as assets or liabilities on the consolidated balance sheets at fair value. The Company has not designated its interest rate swap ("Swap") contracts as hedges for accounting treatment. Pursuant to U.S. GAAP, income or loss from fair value changes for derivatives that are not designated as hedges are reflected as income or loss within interest expense on the consolidated statements of operations and a corresponding asset or liability is recognized on the consolidated balance sheets based on the fair value position as of each reporting date. |
Warrants | Warrants Warrants are accounted for in accordance with applicable accounting guidance provided in ASC 815, Derivatives and Hedging – Contracts in Entity's Own Equity , as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. Warrants classified as liabilities are recorded at fair value and are remeasured at each reporting date until settlement. Changes in fair value are recognized as a component of other income, net on the consolidated statements of operations as change in fair value of derivative liabilities - warrants. Transaction costs allocated to warrants that are presented as a liability were immediately expensed within the consolidated statements of operations. Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured. |
Earnings per share | Earnings per share Basic earnings attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of share options, warrants, and RSUs and the incremental shares issuable upon conversion of similar instruments. |
Revenue Recognition | Revenue Recognition The Company generates revenue from the sale of cannabis and cannabis related products. Revenue is recognized in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the transaction price consideration that the Company expects to receive in exchange for those goods or services. Our revenue excludes sales, use, and excise-based taxes collected and is reported net of sale discounts. Revenue associated with any unsatisfied performance obligation is deferred until the obligation is satisfied (i.e., when control of a product is transferred to the customer). Revenues are primarily derived from retail and wholesale sales, which are recognized when control of the goods has transferred to the customer and collectability is reasonably assured. This is generally when goods have been delivered, which is also when the performance obligation has been fulfilled under the terms of the related sales contract. Revenue from retail sales of cannabis to customers for a fixed price is recognized when the Company transfers control of the goods to the customer at the point of sale and the customer has accepted and paid for the goods. Revenue from the wholesale of cannabis to customers is recognized upon delivery to the customer. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. See Note 22. Revenue Disaggregation. |
Loyalty program (Deferred Revenue) | Deferred Revenue For most of its locations, the Company offers a loyalty reward program to its dispensary customers that allows customers to earn reward credits to be used on future purchases. Loyalty reward credits issued as part of a sales transaction results in revenue being deferred until the loyalty reward is redeemed by the customer. The loyalty rewards are recorded as reductions to revenue on the consolidated statements of operations and included as deferred revenue on the consolidated balance sheets. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. The loyalty reward points expire at the end of a six month period. |
Cost of Goods Sold | Cost of Goods Sold |
Income Taxes | Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The IRS has taken the position that cannabis companies are subject to the limits of IRC Section 280E under which they are only allowed to deduct expenses directly related to costs of goods sold. The Company has taken a position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code. The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within provision for income taxes within the consolidated statements of operations. |
Share-Based Compensation | Share Based Compensation Stock Options Share-based payment awards are based on the estimated fair value of the awards using the Black-Scholes option pricing model and the related expense is recognized using the graded-vesting method over the award term. The Company estimates expected volatility using the historical volatility of the Company. In cases where there is insufficient trading history, the expected volatility is estimated using the historical volatility of other companies that the Company considers comparable that have trading and volatility history prior to the Company becoming public. The expected life in years represents the period of time that options granted are expected to be outstanding and is computed using the simplified method as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. The expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company has elected to account for forfeitures as they occur. Restricted Stock Units two three |
Advertising Costs | Advertising Costs |
Business combinations and goodwill | Business combinations and goodwill The Company accounts for business combinations using the acquisition method in accordance with Accounting Standards Codification ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized in the consolidated statements of operations. Non-controlling interests in the acquiree are measured at fair value on acquisition date. Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred and the services are received. Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of credit losses expected to be realized over the remaining lives of the loans and, therefore, no corresponding allowance for loan losses is recorded for such loans at acquisition. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. Goodwill represents the excess of the consideration transferred for the acquisition of subsidiaries over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. |
Non-controlling Interest | Non-controlling Interest |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment, definite life intangible assets, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy of the business, a significant decrease in the market value of the assets or significant negative industry or economic trends. In accordance with ASC 360-10, when evaluating long-lived assets with impairment indicators for potential impairment, the Company first compares the carrying value of the asset to its estimated undiscounted cash flows. If the sum of the estimated undiscounted cash flows is less than the carrying value of the asset, an impairment loss is calculated. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. The Company recognizes an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. During the first quarter of 2023, the Company determined that certain long-lived assets, including intangible assets, in Massachusetts were impaired due to the competitive environment in the Massachusetts cannabis industry. The Company utilized a cost approach for its impairment testing of intangibles and property and equipment resulting in an impairment of $30.3 million recorded on the consolidated statements of operations, of which $27.6 million was for discontinued operations and recorded in net loss from discontinued operations, net of tax benefit, and $2.7 million was for continuing operations and recorded in impairment and disposal of long-lived assets, net. The cost approach is based on market comparable data for replacement, adjusted for local variations, inflation, and other factors. |
Impairment of goodwill | Impairment of goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. Examples of such events and circumstances that the company considers include the following: • Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets; • Industry and market considerations such as a deterioration in the environment in which the company operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for the company's products or services, or a regulatory or political development; • Cost factors such as increases in inventory, labor, or other costs that have a negative effect on earnings and cash flows; • Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, contemplation of bankruptcy, or litigation; • Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and • A sustained decrease in share price (considered in both absolute terms and relative to peers). In order to determine that the value of goodwill may have been impaired, the Company applies the guidance in FASB ASU 2011-08, Intangibles-Goodwill and Other-Testing Goodwill for Impairment , which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. The Company performs the Step Zero assessment to determine that it was more-likely-than-not if the reporting unit’s carrying value is less than the fair value, indicating the potential for goodwill impairment. A number of factors, including historical results, business plans, forecasts, market data, and a reasonable control premium are used to determine the fair value of the reporting unit. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill. The Company operates as one operating segment and reporting unit and therefore, evaluates goodwill for impairment as one singular reporting unit annually during the fourth quarter or more often when an event occurs, or circumstances indicate the carrying value may not be recoverable. During the three months ended June 30, 2023, the Company identified one event included in the list above as a risk indicator for goodwill impairment, which was a decline in the Company's share price negatively affecting the Company's market capitalization. The Company concluded the decline in stock price was a triggering event to perform an interim quantitative goodwill impairment test, as of June 30, 2023, specific to the stock price decline and resulting market capitalization of the Company. As the sole risk to the value of goodwill was the stock price, the Company concluded it most appropriate to apply a market approach. The results of the Company’s interim test for impairment as of June 30, 2023, utilizing a market approach, indicated that the reporting unit's fair value fell below the carrying value. Based on the results of the goodwill impairment procedures, the Company recorded a $307.6 million goodwill impairment for the single reporting unit in the second quarter of 2023. When the Company employs the market approach in its goodwill impairment testing, the Company estimates the fair value based upon multiples of comparable public companies. Significant estimates in the market approach include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, as well as assessing comparable market multiples in estimating the fair value of the reporting unit. Other than the event that existed and was isolated to the three months ending June 30, 2023 as outlined above, as of December 31, 2023, the Company did not identify any events or changes in circumstances that would indicate the carrying amount of goodwill may be impaired. The Company did not identify any impairment of its goodwill during the years ended December 31, 2022 or 2021. |
Critical Accounting Estimates and Judgments | Critical Accounting Estimates and Judgments The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in our consolidated financial statements, include, but are not limited to, inventory; accounting for acquisitions and business combinations; income taxes; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; fair value of financial instruments; share-based payment arrangements; and commitments and contingencies. Actual results may differ from these estimates. Estimates and |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recent accounting pronouncements, other than those below, issued by the FASB did not or are not believed by management to have a material effect on the Company’s present or future financial statements or disclosures. ASU 2023-07 In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) . This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is also permitted. This ASU will result in additional required disclosures when adopted, where applicable. ASU 2023-09 In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) . The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. Once adopted, this ASU will result in additional disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Terms | Depreciation is recognized on a straight-line basis over the following estimated useful lives: Land Not depreciated Land improvements 20 to 30 years Buildings & improvements 7 to 40 years Furniture & equipment 3 to 10 years Vehicles 3 to 5 years Construction in progress Not depreciated Leasehold improvements The lessor of the life of the lease or the estimated useful life of the asset |
Schedule of Estimated Useful Lives of Intangible Assets | Intangible assets are amortized using the straight-line method over estimated useful lives as follows: Licenses 15 years Internal use software 3 to 5 years Tradenames 2 to 10 years Customer relationship 1 to 5 years Non-compete 2 years Trademarks 1 to 5 years |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following as of December 31: 2023 2022 (in thousands) Trade accounts payable $ 28,245 $ 15,857 Nontrade accrued liabilities (1) 23,829 34,662 Accrued compensation and benefits 18,113 19,451 Non income taxes payable 7,061 5,747 Other 5,914 6,306 Total accounts payable and accrued liabilities $ 83,162 $ 82,023 (1) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Total Consideration Paid was Allocated to Assets and Liabilities Acquired Based on Relative Fair Values | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: Consideration: (in thousands) Cash $ 7,000 Shares issued upon acquisition 9,139 Transaction costs 23 Fair value of consideration exchanged $ 16,162 Recognized amounts of identifiable assets acquired and liabilities assumed: Prepaid expenses and other current assets $ 12 Property and equipment 1,006 Right of use asset - finance 799 Intangible asset 15,274 Accounts payable and accrued liabilities (335) Finance lease liabilities (594) Total net assets acquired $ 16,162 Consideration: (in thousands) Shares issued upon acquisition $ 10,012 Transaction costs 18 Fair value of consideration exchanged $ 10,030 Recognized amounts of identifiable assets acquired and liabilities assumed: Right of use asset - finance $ 1,756 Intangible asset 10,594 Finance lease liabilities (2,320) Total net assets acquired $ 10,030 |
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: Consideration: (in thousands) Cash $ 281 Fair value of consideration exchanged $ 281 Recognized amounts of identifiable assets acquired and liabilities assumed: Right of use asset - operating $ 170 Intangible asset 270 Favorable lease interest 11 Operating lease liabilities (170) Total net assets acquired $ 281 The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible assets acquired and liabilities assumed: Consideration (in thousands) Cash $ 27,500 Fair value of consideration exchanged $ 27,500 Recognized amounts of identifiable assets acquired and liabilities assumed: Inventories $ 2,266 Property and equipment 692 Right of use asset - operating 4,737 Goodwill 24,542 Operating lease liability (4,737) Total net assets acquired $ 27,500 The net assets were acquired for an aggregate purchase price of $15.0 million. Consideration: (in thousands) Cash $ 15,000 Transaction costs 12 Fair value of consideration exchanged $ 15,012 Recognized amounts of identifiable assets acquired and liabilities assumed: Prepaid expenses and other current assets $ 531 Right of use asset - operating 271 Intangible asset 15,076 Other current liabilities (531) Deferred revenue (109) Operating lease liabilities (226) Total net assets acquired $ 15,012 The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: Consideration: (in thousands) Trulieve Subordinated Voting Shares $ 1,369,024 Fair value of other equity instruments 18,394 Fair value of warrants classified as liabilities 3,103 Fair value of consideration exchanged $ 1,390,521 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash and cash equivalents $ 85,318 Restricted cash 3,072 Accounts receivable 3,645 Inventories 92,537 Prepaid expenses and other current assets 100,129 Notes receivable 9,805 Property and equipment 191,801 Right of use assets - operating 73,476 Intangible assets: Dispensary license 946,000 Trademarks 27,430 Customer relationships 3,500 Other assets 5,289 Accounts payable and accrued liabilities (58,887) Income tax payable (24,863) Deferred revenue (4,523) Operating lease liabilities (76,558) Contingencies (26,599) Notes payable (285,238) Construction finance liabilities (79,683) Other long-term liabilities (1,085) Deferred tax liabilities (253,986) $ 730,580 Non-controlling interest $ (3,734) Goodwill 663,675 Total net assets acquired $ 1,390,521 The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: Consideration: (in thousands) Cash $ 20,251 Shares issued upon acquisition 35,385 Fair value of consideration exchanged $ 55,636 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 500 Prepaid expenses and other current assets 240 Inventories 1,766 Property and equipment 1,144 Right of use asset - finance 1,340 Intangible assets: Dispensary license 27,000 Tradename 100 Favorable leasehold interests 86 Goodwill 39,703 Other assets 40 Accounts payable and accrued liabilities (878) Income tax payable (2,892) Operating lease liabilities (1,340) Other long-term liabilities (2,179) Deferred tax liabilities (8,994) Total net assets acquired $ 55,636 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net consisted of the following as of December 31: 2023 2022 (in thousands) Trade receivables $ 10,420 $ 8,482 Less: allowance for credit losses (3,717) (1,975) Accounts receivable, net $ 6,703 $ 6,507 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Stated Maturities of Notes Receivable | Stated maturities of the notes receivable, net are as follows as of December 31, 2023: Year Ending December 31, Expected principal payments (in thousands) 2024 $ 6,233 2025 6,943 2026 75 2027 75 2028 75 Thereafter 300 Total notes receivable 13,701 Less: discount on notes receivable (45) Less: current portion of notes receivable (6,233) Notes receivable, net $ 7,423 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories are comprised of the following items as of December 31: 2023 2022 (in thousands) Raw material Cannabis plants $ 21,429 $ 21,523 Packaging and supplies 36,472 49,650 Total raw material 57,901 71,173 Work in process 104,428 158,448 Finished goods - unmedicated 6,516 7,323 Finished goods - medicated 44,275 39,561 Total inventories $ 213,120 $ 276,505 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following as of December 31: 2023 2022 (in thousands) Land $ 26,699 $ 38,485 Buildings and improvements 528,173 497,493 Furniture and equipment 292,128 277,164 Vehicles 814 839 Construction in progress 28,023 55,145 Total property and equipment, gross 875,837 869,126 Less: accumulated depreciation (199,485) (125,866) Total property and equipment, net $ 676,352 $ 743,260 The Company incurred the following related to property and equipment for the year ended December 31: Location on the consolidated statements of operations 2023 2022 2021 (in thousands) Capitalized interest Interest expense $ (148) $ 4,728 $ 9,231 Depreciation expense Cost of goods sold 55,114 44,383 19,924 Depreciation expense Depreciation and amortization 21,004 26,216 11,944 Loss on impairment Impairments and disposals of long-lived assets, net $ 2,712 $ 1,294 $ — Loss on disposal Impairments and disposals of long-lived assets, net 5,320 54,509 1,732 Gain on sale Impairments and disposals of long-lived assets, net (251) (654) — |
Intangible Assets & Goodwill (T
Intangible Assets & Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Definite-Lived Intangible Assets | The Company's definite-lived intangible assets consisted of the following as of December 31: 2023 2022 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value (in thousands) Licenses $ 1,046,544 $ 159,084 $ 887,460 $ 1,044,161 $ 89,367 $ 954,794 Trademarks 27,430 17,609 9,821 27,430 12,530 14,900 Internal use software 26,947 7,520 19,427 16,528 3,065 13,463 Tradenames 4,861 4,461 400 4,862 3,506 1,356 Customer relationships 3,535 3,452 83 3,536 3,252 284 Total $ 1,109,317 $ 192,126 $ 917,191 $ 1,096,517 $ 111,720 $ 984,797 |
Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets | The following table outlines the estimated future annual amortization expense related to intangible assets as of December 31, 2023: Year Ending December 31, Estimated (in thousands) 2024 $ 81,597 2025 78,197 2026 75,213 2027 72,712 2028 69,056 Thereafter 540,416 Total $ 917,191 |
Summary of Goodwill | Goodwill consisted of the following: (in thousands) As of December 31, 2021 $ 765,358 Acquisition of Watkins Cultivation Operations 24,542 Measurement period adjustment of Harvest Health and Recreation, Inc. 1,595 As of December 31, 2022 $ 791,495 Impairment June 2023 (1) (307,590) As of December 31, 2023 $ 483,905 (1) See Note 3. Summary Of Significant Accounting Policies for further details. |
Held for Sale (Tables)
Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Held for Sale Assets | The following table shows the activity of the Company's assets held for sale: (in thousands) Held for sale assets, net as of December 31, 2022 $ 14,521 Assets moved to held for sale 18,694 Non-cash settlement (2,481) Impairments (2,810) Assets sold (12,344) Held for sale assets, net as of December 31, 2023 $ 15,580 Held for sale liabilities as of December 31, 2022 $ — Liabilities moved to held for sale (1,997) Liabilities settled associated with held for sale assets 1,997 Held for sale liabilities as of December 31, 2023 $ — |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consisted of the following as of December 31: 2023 2022 Stated Interest Rate Effective Interest Rate Maturity Date Net Book Value of (in thousands) Mortgage Notes Payable Notes dated December 21, 2022 (1) $ 70,046 $ 71,500 7.53% (7) 7.86% 1/1/2028 $ 166,932 Notes dated December 22, 2023 (2) 25,000 — 8.31% (7) 8.48% 12/31/2028 59,677 Notes dated December 22, 2022 (3) 18,470 18,900 7.30% (7) 7.38% 12/22/2032 9,017 Notes dated October 1, 2021 (4) 5,645 6,095 8.14% (7) 8.29% 10/1/2027 11,860 Total mortgage notes payable 119,161 96,495 Promissory Notes Payable Notes dated December 22, 2022 (5) — 5,500 10.00% (7) 10.00% 12/22/2023 Notes acquired in Harvest Acquisition in October 2021 (6) 1,707 5,338 (6) (7) (6) (6) Note of consolidated variable-interest entity dated February 1, 2022 885 1,200 8.00% (7) 8.00% 12/31/2025 Total promissory notes payable 2,592 12,038 Total notes payable 121,753 108,533 Less: debt discount (2,139) (1,833) Less: current portion of notes payable (3,759) (12,453) Notes payable, net $ 115,855 $ 94,247 (1) In connection with the closing of these four notes, the Company entered into an interest rate swap to fix the interest rate at 7.53% for the term of the notes. See Note 24. Financial Instruments for further details. These promissory notes contain customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, among other things, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, debt service coverage ratio, and liquidity covenant test. The covenants commenced on September 30, 2023 with semi-annual measurement, except for certain covenants which were measured starting as of December 31, 2022. In May 2023, the Company amended the terms of the agreement with respect to the covenant requirements, excluding balloon payments from certain covenant calculations. (2) This mortgage note payable contains customary restrictive covenants pertaining to our management and operations, including, among other things, limitations on the amount of debt that may be incurred and the ability to pledge assets, among other things, as well as financial covenant requirements, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, debt service coverage ratio, and liquidity covenant test. The covenants commence on June 30, 2024 with quarterly or semi-annual measurement, except for certain covenants which were measured starting as of December 31, 2023. (3) This mortgage note payable bears stated interest rate until December 21, 2027 and thereafter, interest will accrue at a rate equal to the five-year treasury rate in effect as of December 12, 2027 plus 3.50%. The promissory note contains customary restrictive covenants pertaining to our operations, including, among other things, limitations on the amount of debt and subsidiary debt that may be incurred and the ability to pledge assets, as well as financial covenant requirements, among other things, that the Company comply with certain indebtedness to consolidated EBITDA (as defined) requirements, covenant to liquidity and debt principal test, and a global debt service coverage ratio. (4) On November 15, 2022, the Company closed on the refinancing of our mortgage notes payable dated October 1, 2021 to extend the maturity date by five years and fix the interest rate at 8.14%. In the first quarter of 2023, the Company reclassified the collateralized assets to held for sale as part of its continued efforts to optimize assets and resources in the markets the Company serves. The Company expects to sell the assets, which primarily consist of property and equipment, within the near-term. (5) Promissory note is secured by the acquired membership interest in Formula 420 Cannabis LLC. See Note 4. Acquisitions for further details. (6) Seven promissory notes were acquired during the year ending December 31, 2021. Interest rates range from 0.00% to 7.50%, with a weighted average interest rate of 6.60% as of December 31, 2023. Maturity dates range from October 4, 2024 to October 24, 2026. (7) Interest payments are due monthly. |
Schedule of Stated Maturities of Notes Payable | As of December 31, 2023, stated maturities of notes payables are as follows: Year Ending December 31, (in thousands) 2024 $ 3,751 2025 4,331 2026 4,655 2027 70,034 2028 23,199 Thereafter 15,783 Total $ 121,753 |
Private Placement Notes (Tables
Private Placement Notes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Private Placement Notes Payable | Private placement notes payable consisted of the following as of December 31: 2023 2022 Stated Interest Effective Interest Maturity Date (in thousands) 2026 Notes - Tranche One $ 293,000 $ 350,000 8.00% 8.52% 10/6/2026 2026 Notes - Tranche Two 75,000 75,000 8.00% 8.43% 10/6/2026 June Notes — 70,000 9.75% 13.32% 6/11/2024 November Notes — 60,000 9.75% 13.43% 6/11/2024 Total private placement notes 368,000 555,000 Less: Unamortized debt discount and issuance costs (4,785) (13,336) Less: current portion of private placement notes, net — — Private placement notes, net $ 363,215 $ 541,664 |
Summary of Scheduled Annual Maturities of Principal Portion of Private Placement Notes Outstanding | Stated maturities of the principal portion of private placement notes outstanding as of December 31, 2023 are as follows: Year (in thousands) 2026 368,000 Total private placement notes $ 368,000 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Components of Lease Cost | The following table provides the components of lease cost for the year ended December 31: Location on the consolidated statements of operations 2023 2022 2021 (in thousands) Operating lease cost Cost of goods sold, sales and marketing, general and administrative $ 20,291 $ 20,428 $ 10,754 Finance lease cost: Amortization of lease assets Cost of goods sold, Deprecation and amortization 10,357 10,935 7,638 Interest on lease liabilities Interest expense 6,449 6,549 4,385 Finance lease cost 16,806 17,484 12,023 Variable lease cost Cost of goods sold, sales and marketing, general and administrative 9,766 7,887 6,013 Short term lease expense Cost of goods sold, sales and marketing, general and administrative 406 751 334 Total lease cost (1) $ 47,269 $ 46,550 $ 29,124 |
Schedule of Other Information Related to Operating and Finance Leases | Other information related to operating and finance leases is as follows as of December 31: 2023 2022 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19,283 $ 21,092 Operating cash flows from finance leases $ 6,483 $ 6,542 Financing cash flows from finance leases $ 7,213 $ 7,042 ASC 842 lease additions and modifications Operating leases $ 14,016 $ 19,920 Finance leases $ 1,021 $ 25,909 Weighted average discount rate: Operating leases 8.33 % 9.29 % Finance leases 8.99 % 8.66 % Weighted average remaining lease term (in years): Operating leases 6.95 8.32 Finance leases 7.22 7.79 |
Schedule of Future Lease Payments under Non-cancellable Leases | Future minimum lease payments under non-cancellable leases as of December 31, 2023 are as follows: Operating leases Finance leases (in thousands) 2024 $ 19,713 $ 13,635 2025 19,651 13,492 2026 18,872 12,915 2027 18,232 12,047 2028 17,399 11,439 Thereafter 58,317 33,412 Total undiscounted lease liabilities 152,184 96,940 Less: Interest (49,881) (27,627) Total present value of minimum lease payments 102,303 69,313 Lease liabilities - current portion (10,068) (7,637) Lease liabilities $ 92,235 $ 61,676 Future minimum lease payments under non-cancellable leases associated with discontinued operations as of December 31, 2023 are as follows: Operating leases Finance leases (in thousands) 2024 $ 1,739 $ 494 2025 1,798 509 2026 1,859 476 2027 1,922 377 2028 1,979 389 Thereafter 23,503 835 Total undiscounted lease liabilities 32,800 3,080 Less: Interest (17,303) (741) Total present value of minimum lease payments 15,497 2,339 Lease liabilities - current portion 165 291 Lease liabilities $ 15,332 $ 2,048 |
Construction Finance Liabilit_2
Construction Finance Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Construction Finance Liability [Abstract] | |
Schedule of Future minimum Lease Payments for Construction Finance Liabilities | Future minimum lease payments for the construction finance liabilities as of December 31, 2023 are as follows: Year Ending December 31, (in thousands) 2024 $ 17,043 2025 17,521 2026 18,013 2027 18,519 2028 19,039 Thereafter 283,385 Total future payments 373,520 Less: Interest (235,395) Total present value of minimum payments 138,125 Construction finance liabilities - current portion (1,466) Construction finance liabilities $ 136,659 Year Ending December 31, (in thousands) 2024 $ 5,455 2025 5,619 2026 5,788 2027 5,961 2028 6,140 Thereafter 12,287 Total future payments 41,250 Less: Interest (15,080) Total present value of minimum payments 26,170 Construction finance liabilities - current portion (2,003) Construction finance liabilities $ 24,167 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Fair Value of Options Granted with Assumptions | In determining the amount of share-based compensation related to options issued, the Company used the Black-Scholes pricing model to establish the fair value of the options granted with the following assumptions for the year-to-date periods ended December 31: 2023 2022 2021 Fair value at grant date $1.83 - $2.00 $8.39 - $11.01 $1.44 - $14.13 Expected term (in years) 3.30 - 3.97 3.5 - 4.5 3.20 - 6.20 Expected volatility 60.07% - 60.85% 51.81% - 52.87% 49.64% - 56.04% Expected annual rate of dividends 0% 0% 0% Risk free annual interest rate 4.34% - 4.53% 1.20% - 1.79% 0.16% - 1.15% |
Schedule of Number and Weighted-average Exercise Prices and Remaining Contractual Life of Options | The following table summarizes the Company's stock option activity for the year ended December 31, 2023: Number Weighted Weighted average Aggregate intrinsic Outstanding options, beginning of year 3,177,815 $ 25.96 Granted 1,754,817 3.99 Forfeited (735,574) 20.48 Outstanding options, end of year 4,197,058 $ 17.73 4.91 $ — Vested and Exercisable options, end of year 3,248,599 $ 21.34 3.87 $ — |
Schedule of Share-Based Compensation Expense | The Company recorded share-based compensation for stock options as follows for the year ended December 31: Statements of operations 2023 2022 2021 (in thousands) Cost of goods sold $ 66 $ 172 $ 662 General and administrative 3,344 8,157 5,722 Sales and marketing 59 243 1,089 Total share-based compensation expense $ 3,469 $ 8,572 $ 7,473 The Company recorded share-based compensation for RSUs as follows for the year ended December 31: Statements of operations 2023 2022 2021 (in thousands) Cost of goods sold $ 744 $ 900 $ 306 General and administrative 5,754 8,190 1,239 Sales and marketing 608 462 236 Total share based compensation expense $ 7,106 $ 9,552 $ 1,781 |
Schedule of Restricted Stock Activity | The following table summarizes the Company's RSU activity for the year ended December 31, 2023: Restricted Stock Unit Activity Number of Weighted-average grant date fair value Unvested balance, beginning of year 720,707 $ 22.36 Granted 2,955,177 3.99 Vested (415,115) 23.06 Forfeited (574,553) 6.03 Unvested balance, end of year 2,686,216 $ 5.47 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation For Calculation of Basic And Diluted Earnings Per Share | The following is a reconciliation for the calculation of basic and diluted earnings per share as of December 31: 2023 2022 2021 Numerator: (in thousands, except for per share data) Continuing Operations Net (loss) income from continuing operations $ (435,895) $ (182,618) $ 30,525 Less: net loss attributable to non-controlling interest (5,147) (3,994) (587) Net (loss) income from continuing operations available to common shareholders of Trulieve Cannabis Corp. $ (430,748) $ (178,624) $ 31,112 Discontinued Operations Net loss from discontinued operations $ (97,241) $ (70,109) $ (13,080) Less: net loss attributable to non-controlling interest (1,193) (2,669) — Net loss from discontinued operations excluding non-controlling interest $ (96,048) $ (67,440) $ (13,080) Denominator: Weighted average number of common shares outstanding 188,974,176 187,995,317 139,366,940 Dilutive effect of securities outstanding — — 7,390,346 Diluted weighted average number of common shares outstanding 188,974,176 187,995,317 146,757,286 Loss per share - Continuing Operations Basic loss per share $ (2.28) $ (0.95) $ 0.22 Diluted loss per share $ (2.28) $ (0.95) $ 0.21 Loss per share - Discontinued Operations Basic and diluted loss per share $ (0.51) $ (0.36) $ (0.09) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of December 31: 2023 2022 2021 Stock options 4,197,058 3,177,815 1,694,424 Restricted share units 2,686,216 720,707 — Warrants 9,496 177,391 409,811 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Provision | The components of the income tax provision include the following for the year ended December 31: 2023 2022 2021 (in thousands) Current: Federal $ 121,722 $ 141,582 $ 141,684 State 46,808 38,633 29,677 Total current tax expense $ 168,530 $ 180,215 $ 171,361 Deferred: Federal $ (17,855) $ (17,814) $ (21,414) State (1,088) 793 (4,421) Foreign (1,191) (1,461) — Total deferred tax expense $ (20,134) $ (18,482) $ (25,835) Change in valuation allowance 2,962 1,647 196 Total income tax expense $ 151,358 $ 163,380 $ 145,722 |
Summary of Federal Statutory Income Tax Rate Percentage to Effective Tax Rate | A reconciliation of the Federal statutory income tax rate percentage to the effective tax rate is as follows for the years ended December 31: 2023 2022 2021 (in thousands) (Loss) income before income taxes $ (284,537) $ (19,238) $ 176,247 Federal statutory rate 21.0 % 21.0 % 21.0 % Theoretical tax (benefit) provision $ (59,753) $ (4,040) $ 37,012 Effects of tax rates in foreign jurisdictions $ 15 $ 16 $ — State taxes 835 14,598 25,580 Changes in state tax rates 5,772 4,763 (912) Uncertain tax position, inclusive of interest and penalties 130,481 146,702 77,783 Change in valuation allowance 2,962 1,647 196 Other 881 (4,793) (1,000) Tax effect of non-deductible expenses: IRC Section 280E disallowance — — 6,798 Goodwill impairment 64,594 — — Stock compensation 1,170 169 95 Political contributions 4,401 4,318 170 Total non-deductible expenses $ 70,165 $ 4,487 $ 7,063 Total income tax provision $ 151,358 $ 163,380 $ 145,722 Effective tax rates (53.2) % (849.3) % 82.7 % |
Summary of Deferred Income Taxes | Deferred income taxes consist of the following as of December 31: 2023 2022 (in thousands) Deferred tax assets: Lease liabilities $ 2,623 $ 3,094 Finance liabilities 27,695 27,386 Net operating losses 10,098 6,596 Inventory reserves 4,667 1,665 Other deferred tax assets 759 1,421 Total deferred tax assets: $ 45,842 $ 40,162 Deferred tax liabilities: Right of use assets $ (2,356) $ (3,112) Intangible assets (221,743) (236,353) Property and equipment (19,150) (19,004) Total deferred tax liabilities: $ (243,249) $ (258,469) Valuation allowance (9,557) (6,596) Net deferred tax liability $ (206,964) $ (224,903) |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits: 2023 2022 (in thousands) Balance, January 1 $ 41,781 $ 44,850 Reductions based on lapse of statute of limitations (1,053) (4,228) Additions based on tax positions related to the current year 152,313 — Additions based on refunds requested but not received related to prior year 111,664 — Additions based on refunds received related to prior years 62,391 — Additions based on tax positions related to the prior year 175,666 1,159 Balance, December 31 $ 542,762 41,781 2023 2022 (in thousands) Balance, January 1 $ 19,459 $ 6,665 Reductions based on lapse of statute of limitations (1,053) (4,228) Additions based on tax positions related to the current year 139,914 2,017 Additions based on tax positions related to the prior year 113,815 12,887 Additions based on refunds received related to prior years 62,391 — Reclass tax payment on account (157,063) — Interest recorded in income tax expense, net of reversals (1) 3,150 (247) Penalties recorded in income tax expense, net of reversals (1) (263) 2,365 Balance, December 31 (2) $ 180,350 $ 19,459 (2) Of the $180.4 million of uncertain tax liabilities recorded as of December 31, 2023 in the table above, $152.1 million relate to our 280E Position. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets and Liabilities, Loss from Discontinued Operations and Cash Flow Including Continuing from Discontinued Operations | The assets and liabilities associated with discontinued operations consisted of the following as of December 31: 2023 2022 (in thousands) Assets associated with discontinued operations Cash $ 301 $ 5,702 Accounts receivable, net 841 2,936 Inventories — 21,310 Income tax receivable — 2,299 Prepaid expenses 816 1,475 Other current assets — 11 Deferred tax asset — 766 Property and equipment, net — 53,687 Right of use assets - operating, net — 2,453 Right of use assets - finance, net — 5,736 Intangible assets, net — 27,849 Other assets 2,010 2,638 Total assets associated with discontinued operations $ 3,968 $ 126,862 Liabilities associated with discontinued operations Accounts payable and accrued liabilities $ 530 $ 1,617 Deferred revenue — 109 Operating lease liabilities - current portion 165 146 Finance lease liabilities - current portion 291 456 Construction finance liability - current portion 2,003 — Operating lease liabilities 15,332 17,108 Finance lease liabilities 2,048 5,890 Construction finance liability 24,167 45,217 Other long-term liabilities 6 155 Total liabilities associated with discontinued operations $ 44,542 $ 70,698 The following table summarizes the Company's loss from discontinued operations for the years ended December 31. The gain and loss resulting from the forgiveness of intercompany payables has been eliminated in consolidation. 2023 2022 2021 (in thousands) Revenue $ 10,590 $ 24,634 $ 6,451 Cost of goods sold 29,843 37,897 6,895 Gross margin (19,253) (13,263) (444) Expenses: Operating expenses 7,522 13,821 6,661 Impairment and disposal of long-lived assets, net 69,480 49,130 — Total Expenses 77,002 62,951 6,661 Loss from operations (96,255) (76,214) (7,105) Other (expense) income: Other expense, net (5,087) (6,118) (5,636) Total other expense, net (5,087) (6,118) (5,636) Loss before provision for income taxes (101,342) (82,332) (12,741) Income tax (benefit) provision (4,101) (12,223) 339 Net loss from discontinued operations, net of taxes (97,241) (70,109) (13,080) Less: net loss attributable to non-controlling interest from discontinued operations (1,193) (2,669) — Net loss from discontinued operations excluding non-controlling interest $ (96,048) $ (67,440) $ (13,080) 2023 2022 2021 (in thousands) Depreciation and amortization $ 3,798 $ 10,787 $ 5,228 Purchases of property and equipment 67 844 57,479 Loss on impairment and disposal of long-lived assets 69,480 49,130 69 Other noncash investing and financing activities Noncash partial extinguishment of construction finance liability $ 18,486 $ — $ — |
Schedule of Future minimum Lease Payments for Construction Finance Liabilities | Future minimum lease payments for the construction finance liabilities as of December 31, 2023 are as follows: Year Ending December 31, (in thousands) 2024 $ 17,043 2025 17,521 2026 18,013 2027 18,519 2028 19,039 Thereafter 283,385 Total future payments 373,520 Less: Interest (235,395) Total present value of minimum payments 138,125 Construction finance liabilities - current portion (1,466) Construction finance liabilities $ 136,659 Year Ending December 31, (in thousands) 2024 $ 5,455 2025 5,619 2026 5,788 2027 5,961 2028 6,140 Thereafter 12,287 Total future payments 41,250 Less: Interest (15,080) Total present value of minimum payments 26,170 Construction finance liabilities - current portion (2,003) Construction finance liabilities $ 24,167 |
Schedule of Future Lease Payments under Non-cancellable Leases | Future minimum lease payments under non-cancellable leases as of December 31, 2023 are as follows: Operating leases Finance leases (in thousands) 2024 $ 19,713 $ 13,635 2025 19,651 13,492 2026 18,872 12,915 2027 18,232 12,047 2028 17,399 11,439 Thereafter 58,317 33,412 Total undiscounted lease liabilities 152,184 96,940 Less: Interest (49,881) (27,627) Total present value of minimum lease payments 102,303 69,313 Lease liabilities - current portion (10,068) (7,637) Lease liabilities $ 92,235 $ 61,676 Future minimum lease payments under non-cancellable leases associated with discontinued operations as of December 31, 2023 are as follows: Operating leases Finance leases (in thousands) 2024 $ 1,739 $ 494 2025 1,798 509 2026 1,859 476 2027 1,922 377 2028 1,979 389 Thereafter 23,503 835 Total undiscounted lease liabilities 32,800 3,080 Less: Interest (17,303) (741) Total present value of minimum lease payments 15,497 2,339 Lease liabilities - current portion 165 291 Lease liabilities $ 15,332 $ 2,048 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Assets and Liabilities of Company's VIEs | The following table presents the summarized assets and liabilities of the Company’s VIEs in which it does not hold a majority interest as of December 31. The assets and liabilities in the table below include third-party assets and liabilities of our VIEs only and exclude intercompany balances that are eliminated in consolidation as included on our consolidated balance sheets. 2023 2022 (in thousands) Current assets: Cash $ 9,491 $ 7,349 Accounts receivable, net 1,308 597 Inventories 8,341 7,590 Prepaid expenses 423 46 Other current assets 7 — Total current assets 19,570 15,582 Property and equipment, net 28,068 25,994 Right of use asset - operating, net 2,744 — Right of use asset - finance, net 259 224 Intangible assets, net 17,162 17,947 Other assets 140 344 Total assets $ 67,943 $ 60,091 Current liabilities: Accounts payable and accrued liabilities $ 1,939 $ 3,713 Income tax payable 2,017 1,615 Deferred revenue 2 6 Operating lease liability - current portion 63 — Finance lease liability - current portion 60 41 Total current liabilities 4,081 5,375 Notes payable 885 1,200 Operating lease liability 2,926 — Finance lease liability 210 185 Deferred tax liabilities 3,638 4,101 Other long-term liabilities 671 625 Total liabilities $ 12,411 $ 11,486 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Right of Use Assets and Lease Liabilities under ASC 842 | The Company had the following related party operating leases on the consolidated balance sheets, under ASC 842, as of December 31: 2023 2022 (in thousands) Right-of-use assets, net $ 706 $ 820 Lease liabilities: Lease liabilities - current portion $ 127 $ 113 Lease liabilities 624 751 Total related party lease liabilities $ 751 $ 864 |
Revenue Disaggregation (Tables)
Revenue Disaggregation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Revenues Comprised | Revenue is comprised of the following for the year ended December 31: 2023 2022 2021 (in thousands) Retail $ 1,083,545 $ 1,158,475 $ 869,707 Wholesale 43,390 55,087 61,137 Licensing and other 2,258 4,667 1,090 Total Revenue $ 1,129,193 $ 1,218,229 $ 931,934 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule Of Fair Value Of Financial Instruments By Class | The fair values of financial instruments by class are as follows as of December 31: 2023 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Financial Assets (1): Money market funds (2) $ 145,995 $ — $ — $ 145,995 $ 340 $ — $ — $ 340 Financial Liabilities: Interest rate swap (3) $ — $ 2,341 $ — $ 2,341 $ — $ 2,536 $ — $ 2,536 Warrant liabilities (4) — — — — — 252 — 252 (1) There were no transfers between hierarchy levels during the years ended December 31, 2023 and 2022. (2) Money market funds are included within cash and cash equivalents on the Company’s consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximate fair value. Interest income is recorded to interest income on the consolidated statements of operations. The Company recorded interest income of $4.8 million in relation to these money market funds for the year ended December 31, 2023. Interest income for the year ended December 31, 2022 was nominal. (3) The VNB Swap is carried at fair value which is based on a valuation model that utilizes interest rate yield curves and credit spreads observable in active markets as the significant inputs to the model. The Company considers credit risk associated with its own standing as well as the credit standing of any counterparties involved in the valuation of its financial instruments. The fair value of the interest rate swap liability is recorded in other long-term liabilities on the consolidated balance sheets. (4) The total fair value and carrying value of the Company's liability warrants is recorded to warrant liabilities on the consolidated balance sheets. All remaining liability warrants expired in the second quarter of 2023. See Note 15. Share Capital |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2022 | Feb. 24, 2022 | Jan. 04, 2022 | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) segment unit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Expiration term (in months) | 6 months | |||||||
Deferred revenue, decrease due to contract termination | $ 4,700 | |||||||
Advertising costs | $ 12,100 | $ 8,200 | $ 7,500 | |||||
Impairment and disposal of long-lived assets, net | $ 2,712 | 1,294 | 0 | |||||
Number of operating segment | segment | 1 | |||||||
Number of reporting unit | unit | 1 | |||||||
Impairment of goodwill | $ 307,600 | $ 307,590 | $ 0 | $ 0 | ||||
Restricted share units | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Share based compensation options, vesting period (in years) | 2 years | 2 years | 2 years | |||||
Minimum | Retail Space, Production Facilities, Corporate Offices and Equipment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Term of contract | 5 years | |||||||
Minimum | Passenger Vehicles, Trucks, Equipment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Term of contract | 3 years | |||||||
Minimum | Restricted share units | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Share based compensation options, vesting period (in years) | 2 years | |||||||
Maximum | Retail Space, Production Facilities, Corporate Offices and Equipment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Term of contract | 10 years | |||||||
Maximum | Passenger Vehicles, Trucks, Equipment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Term of contract | 5 years | |||||||
Maximum | Restricted share units | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Share based compensation options, vesting period (in years) | 3 years | |||||||
Property and Equipment and Intangible Assets | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Impairment and disposal of long-lived assets, net | 30,300 | |||||||
Discontinued Operations | Property and Equipment and Intangible Assets | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Impairment and disposal of long-lived assets, net | 27,600 | |||||||
Continuing Operations | Property and Equipment and Intangible Assets | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Impairment and disposal of long-lived assets, net | $ 2,700 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | Dec. 31, 2023 |
Land improvements | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 20 years |
Land improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 30 years |
Buildings & improvements | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 7 years |
Buildings & improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 40 years |
Furniture & equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture & equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 10 years |
Vehicles | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Vehicles | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Intangible Assets (Details) | Dec. 31, 2023 |
Licenses | |
Finite Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful lives | 15 years |
Internal use software | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful lives | 3 years |
Internal use software | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful lives | 5 years |
Tradenames | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful lives | 2 years |
Tradenames | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful lives | 10 years |
Customer relationship | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful lives | 1 year |
Customer relationship | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful lives | 5 years |
Non-compete | |
Finite Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful lives | 2 years |
Trademarks | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful lives | 1 year |
Trademarks | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful lives | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Trade accounts payable | $ 28,245 | $ 15,857 |
Nontrade accrued liabilities | 23,829 | 34,662 |
Accrued compensation and benefits | 18,113 | 19,451 |
Non income taxes payable | 7,061 | 5,747 |
Other | 5,914 | 6,306 |
Total accounts payable and accrued liabilities | $ 83,162 | $ 82,023 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 22, 2022 USD ($) | Apr. 26, 2022 USD ($) | Feb. 14, 2022 USD ($) earnout | Dec. 28, 2021 USD ($) | Oct. 01, 2021 USD ($) shares | Jul. 08, 2021 USD ($) shares | Jul. 02, 2021 USD ($) shares | Jun. 30, 2021 USD ($) shares | Jun. 08, 2021 USD ($) license shares | May 06, 2021 USD ($) permit shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Transaction costs related to acquisition | $ 0 | |||||||||||||
Goodwill | $ 765,358,000 | $ 483,905,000 | $ 791,495,000 | |||||||||||
Proforma net revenues | 1,232,200,000 | |||||||||||||
Proforma net loss | $ 8,000,000 | |||||||||||||
Formula 420 Cannabis LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Acquired membership interests percentage (as a percent) | 100% | |||||||||||||
Payment of cash | $ 5,500,000 | |||||||||||||
Greenhouse Wellness WV Dispensaries LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Acquired membership interests percentage (as a percent) | 100% | |||||||||||||
Payment of cash | $ 281,000 | |||||||||||||
Business combination, total consideration | $ 281,000 | |||||||||||||
CP4 Group LLC ("Watkins") | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Number of potential earnouts | earnout | 4 | |||||||||||||
Payment of cash | $ 27,500,000 | |||||||||||||
Transaction costs related to acquisition | 200,000 | |||||||||||||
Goodwill | 24,542,000 | |||||||||||||
Business combination, total consideration | 27,500,000 | |||||||||||||
Business combination compensation for post combination services | $ 22,500,000 | |||||||||||||
Harvest Health & Recreation, Inc | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Acquired membership interests percentage (as a percent) | 100% | |||||||||||||
Increase in goowill | $ 1,600,000 | |||||||||||||
Stock options, warrants, restricted stock units and other outstanding equity instruments fair value | $ 18,400,000 | |||||||||||||
Fair value of warrants classified as liabilities | 3,103,000 | |||||||||||||
Trulieve Subordinated Voting Shares | 1,369,024,000 | |||||||||||||
Goodwill | 663,675,000 | |||||||||||||
Business combination, total consideration | 1,390,521,000 | |||||||||||||
Increase in non-controlling interests | $ 1,600,000 | |||||||||||||
Harvest Health & Recreation, Inc | General and administrative | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Transaction costs related to acquisition | $ 13,000,000 | |||||||||||||
Harvest Health & Recreation, Inc | Stock options | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Equity interests acquired, number of shares | shares | 1,266,641 | |||||||||||||
Business acquisition pre-combination fair value awards | $ 6,200,000 | |||||||||||||
Harvest Health & Recreation, Inc | Restricted share units | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Equity interests acquired, number of shares | shares | 18,297 | |||||||||||||
Business acquisition pre-combination fair value awards | $ 500,000 | |||||||||||||
Harvest Health & Recreation, Inc | Warrants | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Equity interests acquired, number of shares | shares | 1,011,095 | |||||||||||||
Business acquisition pre-combination fair value awards | $ 7,700,000 | |||||||||||||
Harvest Health & Recreation, Inc | Subordinate Voting Shares Warrant | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Equity interests acquired, number of shares | shares | 1,009,416 | |||||||||||||
Business acquisition pre-combination fair value awards | $ 4,600,000 | |||||||||||||
Harvest Health & Recreation, Inc | Multiple Voting Shares Warrants | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Equity interests acquired, number of shares | shares | 1,679 | |||||||||||||
Harvest Health & Recreation, Inc | Subordinate Voting Shares | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Business acquisition pre-combination fair value awards | $ 3,100,000 | |||||||||||||
Additional consideration other outstanding equity instruments issued fair value | $ 7,100,000 | |||||||||||||
Anna Holdings, LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Acquired membership interests percentage (as a percent) | 100% | |||||||||||||
Stock options, warrants, restricted stock units and other outstanding equity instruments fair value | $ 35,385,000 | |||||||||||||
Equity interests acquired, fair value | $ 35,400,000 | |||||||||||||
Equity interests acquired, number of shares | shares | 1,009,336 | |||||||||||||
Payment of cash | $ 20,251,000 | |||||||||||||
Goodwill | 39,703,000 | |||||||||||||
Business combination, total consideration | 55,636,000 | |||||||||||||
Business combination, contingent consideration on enactment, adoption or approval | 5,000,000 | |||||||||||||
Business combination, contingent consideration liability | $ 0 | |||||||||||||
Dispensary Licenses | Greenhouse Wellness WV Dispensaries LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Dispensary Licenses | Harvest Health & Recreation, Inc | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Dispensary Licenses | Anna Holdings, LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Tradenames | Maximum | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 10 years | |||||||||||||
Tradenames | Maximum | Harvest Health & Recreation, Inc | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 5 years | |||||||||||||
Tradenames | Minimum | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 2 years | |||||||||||||
Tradenames | Minimum | Harvest Health & Recreation, Inc | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 1 year | |||||||||||||
Customer Relationships | Harvest Health & Recreation, Inc | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 1 year | |||||||||||||
Customer Relationships | Maximum | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 5 years | |||||||||||||
Customer Relationships | Minimum | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 1 year | |||||||||||||
Florida Cannabis License | Harvest Health & Recreation, Inc | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Acquired intangible assets | $ 55,000,000 | |||||||||||||
Business combination receivable for the sale proceeds was deemed acquired | $ 55,000,000 | |||||||||||||
Purplemed | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Percentage of membership interests acquired | 100% | |||||||||||||
Indemnification asset | $ 500,000 | |||||||||||||
Cash | $ 15,000,000 | |||||||||||||
Purplemed | Dispensary Licenses | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Nature’s Remedy of Massachusetts, Inc. | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Total consideration | $ 16,162,000 | |||||||||||||
Cash | $ 7,000,000 | |||||||||||||
Number of shares issued | shares | 237,881 | |||||||||||||
Equity interest consideration, fair value | $ 9,100,000 | |||||||||||||
Transaction costs | 23,000 | |||||||||||||
Nature’s Remedy of Massachusetts, Inc. | Maximum | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Transaction costs | $ 100,000 | |||||||||||||
Nature’s Remedy of Massachusetts, Inc. | Dispensary Licenses | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Solevo Wellness West Virginia, LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Percentage of membership interests acquired | 100% | |||||||||||||
Total consideration | $ 800,000 | |||||||||||||
Cash | $ 200,000 | |||||||||||||
Number of shares issued | shares | 11,658 | |||||||||||||
Equity interest consideration, fair value | $ 400,000 | |||||||||||||
Debt forgiveness | $ 100,000 | |||||||||||||
Number of dispensary licenses | license | 3 | |||||||||||||
Solevo Wellness West Virginia, LLC | Maximum | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Transaction costs | $ 100,000 | |||||||||||||
Solevo Wellness West Virginia, LLC | Dispensary Licenses | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Total consideration | $ 800,000 | |||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Definite lived intangible assets | $ 800,000 | |||||||||||||
Mountaineer Holding, LLC | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Percentage of membership interests acquired | 100% | |||||||||||||
Total consideration | $ 5,500,000 | |||||||||||||
Cash | $ 3,000,000 | |||||||||||||
Number of shares issued | shares | 60,342 | |||||||||||||
Equity interest consideration, fair value | $ 2,500,000 | |||||||||||||
Number of dispensary permits | permit | 2 | |||||||||||||
Mountaineer Holding, LLC | Cultivation Permit and Dispensary Permits | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Total consideration | $ 5,500,000 | |||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||
Definite lived intangible assets | $ 5,500,000 | |||||||||||||
PCMV | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Total consideration | $ 10,030,000 | |||||||||||||
Number of shares issued | shares | 258,383 | |||||||||||||
Equity interest consideration, fair value | $ 10,000,000 | |||||||||||||
Transaction costs | $ 18,000 | |||||||||||||
Equity interests acquired, number of shares holdback as security for indemnity claims | shares | 10,879 | |||||||||||||
Equity interests acquired, number of shares holdback period as security for indemnity claims | 6 months | |||||||||||||
PCMV | Dispensary Licenses | ||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||
Definite-lived intangible assets, useful life | 15 years |
Acquisitions - Summary of Alloc
Acquisitions - Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) | Apr. 26, 2022 | Feb. 14, 2022 | Dec. 28, 2021 | Oct. 01, 2021 | Jul. 08, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Consideration: | ||||||||
Transaction costs | $ 0 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Right of use asset - operating | 95,910,000 | $ 98,926,000 | ||||||
Goodwill | $ 483,905,000 | $ 791,495,000 | $ 765,358,000 | |||||
Greenhouse Wellness WV Dispensaries LLC | ||||||||
Consideration: | ||||||||
Cash | $ 281,000 | |||||||
Fair value of consideration exchanged | 281,000 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Right of use asset - operating | 170,000 | |||||||
Intangible asset | 270,000 | |||||||
Operating lease liabilities | (170,000) | |||||||
Total net assets acquired | 281,000 | |||||||
Greenhouse Wellness WV Dispensaries LLC | Favorable leasehold interest | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangible asset | $ 11,000 | |||||||
CP4 Group LLC ("Watkins") | ||||||||
Consideration: | ||||||||
Cash | $ 27,500,000 | |||||||
Transaction costs | 200,000 | |||||||
Fair value of consideration exchanged | 27,500,000 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Inventories | 2,266,000 | |||||||
Property and equipment | 692,000 | |||||||
Right of use asset - operating | 4,737,000 | |||||||
Goodwill | 24,542,000 | |||||||
Operating lease liabilities | (4,737,000) | |||||||
Total net assets acquired | $ 27,500,000 | |||||||
Purplemed | ||||||||
Consideration: | ||||||||
Cash | $ 15,000,000 | |||||||
Transaction costs | 12,000 | |||||||
Fair value of consideration exchanged | 15,012,000 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Prepaid expenses and other current assets | 531,000 | |||||||
Right of use asset - operating | 271,000 | |||||||
Intangible asset | 15,076,000 | |||||||
Other current liabilities | (531,000) | |||||||
Deferred revenue | (109,000) | |||||||
Operating lease liabilities | (226,000) | |||||||
Total net assets acquired | $ 15,012,000 | |||||||
Harvest Health & Recreation, Inc | ||||||||
Consideration: | ||||||||
Trulieve Subordinated Voting Shares | $ 1,369,024,000 | |||||||
Fair value of other equity instruments | 18,394,000 | |||||||
Fair value of warrants classified as liabilities | 3,103,000 | |||||||
Shares issued upon acquisition | 18,400,000 | |||||||
Fair value of consideration exchanged | 1,390,521,000 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Cash and cash equivalents | 85,318,000 | |||||||
Restricted cash | 3,072,000 | |||||||
Accounts receivable | 3,645,000 | |||||||
Inventories | 92,537,000 | |||||||
Prepaid expenses and other current assets | 100,129,000 | |||||||
Notes receivable | 9,805,000 | |||||||
Property and equipment | 191,801,000 | |||||||
Right of use asset - operating | 73,476,000 | |||||||
Other assets | 5,289,000 | |||||||
Accounts payable and accrued liabilities | (58,887,000) | |||||||
Income tax payable | (24,863,000) | |||||||
Deferred revenue | (4,523,000) | |||||||
Operating lease liabilities | (76,558,000) | |||||||
Contingencies | (26,599,000) | |||||||
Notes payable | (285,238,000) | |||||||
Construction finance liabilities | (79,683,000) | |||||||
Other long-term liabilities | (1,085,000) | |||||||
Deferred tax liabilities | (253,986,000) | |||||||
Total net assets acquired | 730,580,000 | |||||||
Non-controlling interest | (3,734,000) | |||||||
Goodwill | 663,675,000 | |||||||
Total net assets acquired | 1,390,521,000 | |||||||
Harvest Health & Recreation, Inc | Dispensary license | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangible asset | 946,000,000 | |||||||
Harvest Health & Recreation, Inc | Trademarks | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangible asset | 27,430,000 | |||||||
Harvest Health & Recreation, Inc | Customer relationship | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangible asset | $ 3,500,000 | |||||||
Anna Holdings, LLC | ||||||||
Consideration: | ||||||||
Cash | $ 20,251,000 | |||||||
Shares issued upon acquisition | 35,385,000 | |||||||
Fair value of consideration exchanged | 55,636,000 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Cash and cash equivalents | 500,000 | |||||||
Inventories | 1,766,000 | |||||||
Prepaid expenses and other current assets | 240,000 | |||||||
Property and equipment | 1,144,000 | |||||||
Right of use asset - finance | 1,340,000 | |||||||
Goodwill | 39,703,000 | |||||||
Other assets | 40,000 | |||||||
Accounts payable and accrued liabilities | (878,000) | |||||||
Income tax payable | (2,892,000) | |||||||
Operating lease liabilities | (1,340,000) | |||||||
Other long-term liabilities | (2,179,000) | |||||||
Deferred tax liabilities | (8,994,000) | |||||||
Total net assets acquired | 55,636,000 | |||||||
Anna Holdings, LLC | Dispensary license | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangible asset | 27,000,000 | |||||||
Anna Holdings, LLC | Tradenames | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangible asset | 100,000 | |||||||
Anna Holdings, LLC | Favorable leasehold interest | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangible asset | $ 86,000 |
Acquisitions - Summary of Total
Acquisitions - Summary of Total Consideration Paid was Allocated to Assets and Liabilities Acquired Based on Relative Fair Values (Details) - USD ($) $ in Thousands | Jul. 02, 2021 | Jun. 30, 2021 | Jun. 30, 2022 |
Nature’s Remedy of Massachusetts, Inc. | |||
Consideration: | |||
Cash | $ 7,000 | ||
Shares issued upon acquisition | 9,139 | ||
Transaction costs | 23 | ||
Fair value of consideration exchanged | $ 16,162 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Prepaid expenses and other current assets | $ 12 | ||
Property and equipment | 1,006 | ||
Right of use asset - finance | 799 | ||
Intangible asset | 15,274 | ||
Accounts payable and accrued liabilities | (335) | ||
Finance lease liability | (594) | ||
Total net assets acquired | $ 16,162 | ||
PCMV | |||
Consideration: | |||
Shares issued upon acquisition | $ 10,012 | ||
Transaction costs | 18 | ||
Fair value of consideration exchanged | 10,030 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Right of use asset - finance | 1,756 | ||
Intangible asset | 10,594 | ||
Finance lease liability | (2,320) | ||
Total net assets acquired | $ 10,030 |
Account Receivable - Schedule o
Account Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade receivables | $ 10,420 | $ 8,482 |
Less: allowance for credit losses | (3,717) | (1,975) |
Accounts receivable, net | $ 6,703 | $ 6,507 |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | |||
Notes receivable, net | $ 13.7 | $ 12.7 | |
Effective interest rate | 8.05% | 8.31% | |
Interest income | $ 1.2 | $ 1.3 | $ 0.2 |
Accrued interest receivable | $ 0.1 | $ 0.1 |
Notes Receivable - Schedule of
Notes Receivable - Schedule of Stated Maturities of Notes Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
2024 | $ 6,233 | |
2025 | 6,943 | |
2026 | 75 | |
2027 | 75 | |
2028 | 75 | |
Thereafter | 300 | |
Total notes receivable | 13,701 | |
Less: discount on notes receivable | (45) | |
Notes receivable - current portion | (6,233) | $ (728) |
Notes receivable, net | $ 7,423 | $ 11,992 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Total raw material | $ 57,901 | $ 71,173 |
Work in process | 104,428 | 158,448 |
Total inventories | 213,120 | 276,505 |
Cannabis Plants | ||
Inventory [Line Items] | ||
Total raw material | 21,429 | 21,523 |
Packaging and Supplies | ||
Inventory [Line Items] | ||
Total raw material | 36,472 | 49,650 |
Unmedicated | ||
Inventory [Line Items] | ||
Finished goods | 6,516 | 7,323 |
Medicated | ||
Inventory [Line Items] | ||
Finished goods | $ 44,275 | $ 39,561 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cost of goods sold | |||
Inventory [Line Items] | |||
Adjustments to valuation of inventory | $ 4.4 | $ 6.3 | $ 0.8 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 875,837 | $ 869,126 |
Less: accumulated depreciation | (199,485) | (125,866) |
Property and equipment, net | 676,352 | 743,260 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 26,699 | 38,485 |
Buildings and improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 528,173 | 497,493 |
Furniture and equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 292,128 | 277,164 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 814 | 839 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 28,023 | $ 55,145 |
Property and Equipment - Expens
Property and Equipment - Expenses Related To Property And Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||
Interest expense | $ (148) | $ 4,728 | $ 9,231 |
Impairment and disposal of long-lived assets, net | 2,712 | 1,294 | 0 |
Loss on disposal | 5,320 | 54,509 | 1,732 |
Gain on sale | (251) | (654) | 0 |
Cost of goods sold | |||
Property Plant And Equipment [Line Items] | |||
Depreciation expense | 55,114 | 44,383 | 19,924 |
Depreciation and Amortization | |||
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 21,004 | $ 26,216 | $ 11,944 |
Intangible Assets & Goodwill -
Intangible Assets & Goodwill - Summary of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,109,317 | $ 1,096,517 |
Accumulated Amortization | 192,126 | 111,720 |
Net Book Value | 917,191 | 984,797 |
Licenses | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,046,544 | 1,044,161 |
Accumulated Amortization | 159,084 | 89,367 |
Net Book Value | 887,460 | 954,794 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 27,430 | 27,430 |
Accumulated Amortization | 17,609 | 12,530 |
Net Book Value | 9,821 | 14,900 |
Internal use software | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,947 | 16,528 |
Accumulated Amortization | 7,520 | 3,065 |
Net Book Value | 19,427 | 13,463 |
Tradenames | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,861 | 4,862 |
Accumulated Amortization | 4,461 | 3,506 |
Net Book Value | 400 | 1,356 |
Customer relationship | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,535 | 3,536 |
Accumulated Amortization | 3,452 | 3,252 |
Net Book Value | $ 83 | $ 284 |
Intangible Assets & Goodwill _2
Intangible Assets & Goodwill - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 80.4 | $ 81.7 | $ 27.7 |
Weighted average amortization period remaining for intangible assets (in years) | 12 years 4 months 24 days | ||
Disposed of by Sale | |||
Finite Lived Intangible Assets [Line Items] | |||
Gain (loss) on disposition of intangible assets | $ 3 |
Intangible Assets & Goodwill _3
Intangible Assets & Goodwill - Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 81,597 | |
2025 | 78,197 | |
2026 | 75,213 | |
2027 | 72,712 | |
2028 | 69,056 | |
Thereafter | 540,416 | |
Net Book Value | $ 917,191 | $ 984,797 |
Intangible Assets & Goodwill _4
Intangible Assets & Goodwill - Summary of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | $ 791,495 | $ 765,358 | ||
Impairment of goodwill | $ (307,600) | (307,590) | 0 | $ 0 |
Goodwill, Ending Balance | $ 483,905 | 791,495 | $ 765,358 | |
Watkins Cultivation Operations | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 24,542 | |||
Harvest Health & Recreation, Inc | ||||
Goodwill [Roll Forward] | ||||
Measurement period adjustments and revisions of purchase price allocations | $ 1,595 |
Held for Sale - Additional Info
Held for Sale - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Loss on impairment charges for disposal of held for sale assets | $ 3.8 | $ 8.6 | $ 0 |
Held for Sale - Summary of Held
Held for Sale - Summary of Held for Sale Assets (Details) - Disposal Group, Held-for-Sale, Not Discontinued Operations $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Disposal Group, Including Discontinued Operations, Held For Sale [Roll Forward] | |
Held for sale assets, Beginning balance | $ 14,521 |
Assets moved to held for sale | 18,694 |
Non-cash settlement | (2,481) |
Impairments | (2,810) |
Assets sold | (12,344) |
Held for sale assets, Ending balance | 15,580 |
Held for sale liabilities, Beginning balance | 0 |
Liabilities moved to held for sale | (1,997) |
Liabilities settled associated with held for sale assets | 1,997 |
Held for sale liabilities, Ending balance | $ 0 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) $ in Thousands | 12 Months Ended | |||
Nov. 15, 2022 | Dec. 31, 2023 USD ($) note | Dec. 31, 2021 note | Dec. 31, 2022 USD ($) | |
Notes Payable [Line Items] | ||||
Total notes payable | $ 121,753 | $ 108,533 | ||
Less: debt discount | (2,139) | (1,833) | ||
Less: current portion of notes payable | (3,759) | (12,453) | ||
Notes payable | 115,855 | 94,247 | ||
Mortgages | ||||
Notes Payable [Line Items] | ||||
Total notes payable | 119,161 | 96,495 | ||
Promissory Notes | ||||
Notes Payable [Line Items] | ||||
Total notes payable | $ 2,592 | 12,038 | ||
Promissory notes dated December 21, 2022 | ||||
Notes Payable [Line Items] | ||||
Stated Interest Rate | 7.53% | |||
Number of promissory notes, closed | note | 4 | |||
Promissory notes dated December 21, 2022 | Mortgages | ||||
Notes Payable [Line Items] | ||||
Total notes payable | $ 70,046 | 71,500 | ||
Stated Interest Rate | 7.53% | |||
Effective Interest Rate | 7.86% | |||
Net Book Value Of Collateral | $ 166,932 | |||
Promissory note dated December 22, 2023 | Mortgages | ||||
Notes Payable [Line Items] | ||||
Total notes payable | $ 25,000 | 0 | ||
Stated Interest Rate | 8.31% | |||
Effective Interest Rate | 8.48% | |||
Net Book Value Of Collateral | $ 59,677 | |||
Promissory note dated December 22, 2022 | Mortgages | ||||
Notes Payable [Line Items] | ||||
Total notes payable | $ 18,470 | 18,900 | ||
Stated Interest Rate | 7.30% | |||
Effective Interest Rate | 7.38% | |||
Net Book Value Of Collateral | $ 9,017 | |||
Promissory note dated December 22, 2022 | US Treasury (UST) Interest Rate | ||||
Notes Payable [Line Items] | ||||
Debt instrument, basis spread on variable rate (as a percent) | 3.50% | |||
Promissory notes dated October 1, 2021 | ||||
Notes Payable [Line Items] | ||||
Stated Interest Rate | 8.14% | |||
Refinancing debt instrument term | 5 years | |||
Promissory notes dated October 1, 2021 | Mortgages | ||||
Notes Payable [Line Items] | ||||
Total notes payable | $ 5,645 | 6,095 | ||
Stated Interest Rate | 8.14% | |||
Effective Interest Rate | 8.29% | |||
Net Book Value Of Collateral | $ 11,860 | |||
Promissory note dated December 22, 2022 | Promissory Notes | ||||
Notes Payable [Line Items] | ||||
Total notes payable | $ 0 | 5,500 | ||
Stated Interest Rate | 10% | |||
Effective Interest Rate | 10% | |||
Promissory notes acquired in Harvest Acquisition | ||||
Notes Payable [Line Items] | ||||
Number of promissory notes, acquired | note | 6 | |||
Promissory notes acquired in Harvest Acquisition | Promissory Notes | ||||
Notes Payable [Line Items] | ||||
Total notes payable | $ 1,707 | 5,338 | ||
Promissory notes acquired in Harvest Acquisition | Minimum | ||||
Notes Payable [Line Items] | ||||
Stated Interest Rate | 0% | |||
Promissory notes acquired in Harvest Acquisition | Maximum | ||||
Notes Payable [Line Items] | ||||
Stated Interest Rate | 7.50% | |||
Promissory notes acquired in Harvest Acquisition | Weighted Average | ||||
Notes Payable [Line Items] | ||||
Stated Interest Rate | 6.60% | |||
Promissory note of consolidated variable-interest entity dated February 1, 2022 | Promissory Notes | ||||
Notes Payable [Line Items] | ||||
Total notes payable | $ 885 | $ 1,200 | ||
Stated Interest Rate | 8% | |||
Effective Interest Rate | 8% |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |||
Interest expense incurred | $ 8.4 | $ 1 | $ 1.9 |
Notes payable, accretion expense | $ 0.3 | $ 0.1 | $ 0.1 |
Notes Payable - Schedule of Sta
Notes Payable - Schedule of Stated Maturities of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 3,751 | |
2025 | 4,331 | |
2026 | 4,655 | |
2027 | 70,034 | |
2028 | 23,199 | |
Thereafter | 15,783 | |
Total notes payable | $ 121,753 | $ 108,533 |
Private Placement Notes - Addit
Private Placement Notes - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 01, 2023 USD ($) | Jan. 28, 2022 USD ($) | Oct. 06, 2021 USD ($) | Dec. 31, 2019 USD ($) warrant $ / shares shares | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Gain (loss) on extinguishment of debt, net | $ 5,937,000 | $ 0 | $ 0 | |||||
Proceeds from shares issued pursuant to private placement notes, net of issuance costs | 0 | 0 | 217,896,000 | |||||
Debt instrument, fair value | 310,500,000 | |||||||
Interest expense incurred | 49,700,000 | 52,000,000 | 22,200,000 | |||||
Accretion expense | $ 5,300,000 | $ 5,200,000 | $ 3,500,000 | |||||
June Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term (in years) | 5 years | |||||||
Debt instrument face amount | $ 70,000,000 | |||||||
Warrants to purchase of shares (in shares) | shares | 1,470,000 | |||||||
Exercise price at grant date (in dollars per share) | $ / shares | $ 13.47 | |||||||
Debt instrument exercised period (in years) | 3 years | |||||||
Stated Interest Rate | 9.75% | |||||||
November Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term (in years) | 5 years | |||||||
Debt instrument face amount | $ 60,000,000 | |||||||
Warrants to purchase of shares (in shares) | shares | 1,560,000 | |||||||
Exercise price at grant date (in dollars per share) | $ / shares | $ 980 | |||||||
Denominations value of note issued | $ 1,000 | |||||||
Number of warrants in denominations | warrant | 26 | |||||||
Debt instrument exercised period (in years) | 3 years | |||||||
Stated Interest Rate | 9.75% | |||||||
2026 Notes - Tranche One | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain (loss) on extinguishment of debt, net | $ 8,200,000 | |||||||
Stated Interest Rate | 8% | 8% | ||||||
Gross proceeds from private placement | $ 350,000,000 | |||||||
Proceeds from shares issued pursuant to private placement notes, net of issuance costs | $ 342,600,000 | |||||||
Extinguishment of debt | $ 57,000,000 | |||||||
Repurchased amount at discount, percent (as a percent) | 0.165 | |||||||
Payment for debt extinguishment | $ 47,600,000 | |||||||
2026 Notes - Tranche Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated Interest Rate | 8% | 8% | ||||||
Gross proceeds from private placement | $ 76,900,000 | |||||||
Proceeds from shares issued pursuant to private placement notes, net of issuance costs | $ 75,600,000 | |||||||
June and Novemeber Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Repurchased face amount | $ 130,000,000 | |||||||
Percentage of debt instrument redeemed | 100% | |||||||
Gain (loss) on extinguishment of debt, net | $ (2,400,000) |
Private Placement Notes - Sched
Private Placement Notes - Schedule of Private Placement Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 28, 2022 | Oct. 06, 2021 |
Debt Instrument [Line Items] | ||||
Total private placement notes | $ 368,000 | $ 555,000 | ||
Less: Unamortized debt discount and issuance costs | (4,785) | (13,336) | ||
Less: current portion of private placement notes, net | 0 | 0 | ||
Private placement notes, net | 363,215 | 541,664 | ||
2026 Notes - Tranche One | ||||
Debt Instrument [Line Items] | ||||
Total private placement notes | $ 293,000 | 350,000 | ||
Stated Interest Rate | 8% | 8% | ||
Effective Interest Rate | 8.52% | |||
2026 Notes - Tranche Two | ||||
Debt Instrument [Line Items] | ||||
Total private placement notes | $ 75,000 | 75,000 | ||
Stated Interest Rate | 8% | 8% | ||
Effective Interest Rate | 8.43% | |||
June Notes | ||||
Debt Instrument [Line Items] | ||||
Total private placement notes | $ 0 | 70,000 | ||
Stated Interest Rate | 9.75% | |||
Effective Interest Rate | 13.32% | |||
November Notes | ||||
Debt Instrument [Line Items] | ||||
Total private placement notes | $ 0 | $ 60,000 | ||
Stated Interest Rate | 9.75% | |||
Effective Interest Rate | 13.43% |
Private Placement Notes - Summa
Private Placement Notes - Summary of Scheduled Annual Maturities of Principal Portion of Private Placement Notes Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2026 | $ 368,000 | |
Total private placement notes | $ 368,000 | $ 555,000 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) lease | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Capital Leased Assets [Line Items] | |||
Loss on disposal of right of use assets | $ 5.7 | $ 17.8 | $ 0 |
Number of cannabis dispensary leases | lease | 2 | ||
Property Lease Guarantee, Retail Lease | |||
Capital Leased Assets [Line Items] | |||
Lease term (in years) | 6 years | ||
Maximum exposure, undiscounted | $ 5.4 | ||
Guarantee obligations, approximate term | 6 years | ||
Property Lease Guarantee, Cannabis Dispensary | |||
Capital Leased Assets [Line Items] | |||
Maximum exposure, undiscounted | $ 5.5 | ||
Property Lease Guarantee, Cannabis Dispensary | Minimum | |||
Capital Leased Assets [Line Items] | |||
Lease term (in years) | 7 years | ||
Property Lease Guarantee, Cannabis Dispensary | Maximum | |||
Capital Leased Assets [Line Items] | |||
Lease term (in years) | 8 years | ||
Property Lease Guarantee, Undiscounted Future Minimum Lease Payments | |||
Capital Leased Assets [Line Items] | |||
Maximum exposure, undiscounted | $ 2.4 | ||
Property Lease Guarantee, Additional Payments | |||
Capital Leased Assets [Line Items] | |||
Maximum exposure, undiscounted | $ 3.1 | ||
New Lease Agreement | |||
Capital Leased Assets [Line Items] | |||
Lease term (in years) | 14 years | ||
Guarantee obligations, approximate term | 10 years | ||
Guarantee obligation, maximum exposure value | $ 11.7 | ||
Guarantee obligation, remaining term (in years) | 10 years |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Capital Leased Assets [Line Items] | |||
Operating lease cost | $ 20,291 | $ 20,428 | $ 10,754 |
Finance lease cost: | |||
Amortization of lease assets | 10,357 | 10,935 | 7,638 |
Interest on lease liabilities | 6,449 | 6,549 | 4,385 |
Finance lease cost | 16,806 | 17,484 | 12,023 |
Variable lease cost | 9,766 | 7,887 | 6,013 |
Short term lease expense | 406 | 751 | 334 |
Total lease cost | 47,269 | 46,550 | 29,124 |
Cost of goods sold | |||
Finance lease cost: | |||
Total lease cost | $ 3,200 | $ 4,000 | $ 3,600 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 19,283 | $ 21,092 |
Operating cash flows from finance leases | 6,483 | 6,542 |
Financing cash flows from finance leases | 7,213 | 7,042 |
ASC 842 lease additions and modifications | ||
Operating leases | 14,016 | 19,920 |
Finance leases | $ 1,021 | $ 25,909 |
Weighted average discount rate: | ||
Operating leases, weighted average discount rate (as a percent) | 8.33% | 9.29% |
Finance leases, weighted average discount rate (as a percent) | 8.99% | 8.66% |
Weighted average remaining lease term (in years): | ||
Operating leases, weighted average remaining lease term (in years) | 6 years 11 months 12 days | 8 years 3 months 25 days |
Finance leases, weighted average remaining lease term (in years) | 7 years 2 months 19 days | 7 years 9 months 14 days |
Leases - Schedule of Future Lea
Leases - Schedule of Future Lease Payments under Non-cancellable Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases | ||
2024 | $ 19,713 | |
2025 | 19,651 | |
2026 | 18,872 | |
2027 | 18,232 | |
2028 | 17,399 | |
Thereafter | 58,317 | |
Total undiscounted lease liabilities | 152,184 | |
Less: Interest | (49,881) | |
Total present value of minimum lease payments | 102,303 | |
Operating lease liabilities - current portion | (10,068) | $ (10,291) |
Operating lease liabilities | 92,235 | 99,851 |
Finance leases | ||
2024 | 13,635 | |
2025 | 13,492 | |
2026 | 12,915 | |
2027 | 12,047 | |
2028 | 11,439 | |
Thereafter | 33,412 | |
Total undiscounted lease liabilities | 96,940 | |
Less: Interest | (27,627) | |
Total present value of minimum lease payments | 69,313 | |
Finance lease liabilities - current portion | (7,637) | (8,271) |
Finance lease liabilities | $ 61,676 | $ 69,948 |
Construction Finance Liabilit_3
Construction Finance Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Construction Finance Liability [Line Items] | |||
Construction finance liabilities | $ 138,125 | $ 138,400 | |
Weighted average remaining lease term (in years) | 16 years 9 months 18 days | ||
Construction finance liability interest expense | $ 16,400 | $ 15,900 | $ 7,800 |
Minimum | |||
Construction Finance Liability [Line Items] | |||
Contractual term (in years) | 10 years | ||
Maximum | |||
Construction Finance Liability [Line Items] | |||
Contractual term (in years) | 25 years |
Construction Finance Liabilit_4
Construction Finance Liabilities - Schedule of Future Minimum Lease Payments for Construction Finance Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Construction Finance Liability [Abstract] | ||
2024 | $ 17,043 | |
2025 | 17,521 | |
2026 | 18,013 | |
2027 | 18,519 | |
2028 | 19,039 | |
Thereafter | 283,385 | |
Total future payments | 373,520 | |
Less: Interest | (235,395) | |
Total present value of minimum payments | 138,125 | $ 138,400 |
Construction finance liability - current portion | (1,466) | (1,189) |
Construction finance liabilities | $ 136,659 | $ 137,144 |
Share Capital - Additional Info
Share Capital - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2023 vote Segment shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Conversion Ratio, Subordinate Voting Shares to Multiple Voting Share | ||||
Class Of Stock [Line Items] | ||||
Conversion of stock, conversion ratio | 100 | |||
Conversion Ratio, Super Voting Share to Multiple Voting Share | ||||
Class Of Stock [Line Items] | ||||
Conversion of stock, conversion ratio | 1 | |||
Subordinate Voting Shares | ||||
Class Of Stock [Line Items] | ||||
Number of votes entitled by each subordinate voting share | 1 | |||
Shares outstanding (in shares) | 160,009,432 | 159,761,126 | 128,587,173 | 59,952,461 |
Multiple Voting Shares | ||||
Class Of Stock [Line Items] | ||||
Number of votes entitled by each subordinate voting share | 1 | |||
Number of votes entitled by each share of common stockholder | Segment | 100 | |||
Shares outstanding (in shares) | 26,226,386 | 26,226,386 | 51,916,999 | 1,439,037 |
Super Voting Shares | ||||
Class Of Stock [Line Items] | ||||
Number of votes entitled by each subordinate voting share | 2 | |||
Number of votes entitled by each share of common stockholder | vote | 200 | |||
Shares outstanding (in shares) | 0 | 0 | 0 | 58,182,500 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||
Jul. 25, 2023 | Mar. 31, 2022 | Feb. 24, 2022 | Jan. 04, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation unvested options, unrecognized compensation cost | $ 2 | ||||||
Stock options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation unvested options, unrecognized compensation expense weighted average recognition period (in years) | 9 months 10 days | ||||||
Restricted share units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation options, vesting period (in years) | 2 years | 2 years | 2 years | ||||
Weighted average price, Granted (in dollars per share) | $ 3.99 | $ 21.51 | $ 25.45 | ||||
Fair value of shares vested | $ 2.1 | $ 1.6 | $ 73.4 | ||||
Share based compensation, RSUs, unrecognized compensation cost | $ 9 | ||||||
Share based compensation unvested options, unrecognized compensation expense weighted average recognition period (in years) | 9 months 21 days | ||||||
Restricted share units | Director | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation options, vesting period (in years) | 30 days | ||||||
Restricted share units | Officers And Certain Management Employees | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation options, vesting period (in years) | 2 years | ||||||
Minimum | Restricted share units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation options, vesting period (in years) | 2 years | ||||||
Maximum | Restricted share units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation options, vesting period (in years) | 3 years | ||||||
2021 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock, reserved for future issuance (in shares) | 14,000,000 | ||||||
2021 Plan | Stock options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation options, vesting period (in years) | 3 years | ||||||
2021 Plan | Minimum | Stock options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation options, vesting period (in years) | 2 years | 2 years | |||||
2021 Plan | Maximum | Stock options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation options, vesting period (in years) | 3 years | 3 years |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Fair Value of Options Granted with Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility rate, minimum (as a percent) | 60.07% | 51.81% | 49.64% |
Expected volatility rate, maximum (as a percent) | 60.85% | 52.87% | 56.04% |
Expected annual rate of dividends (as a percent) | 0% | 0% | 0% |
Risk free annual interest rate, minimum (as a percent) | 4.34% | 1.20% | 0.16% |
Risk free annual interest rate, maximum (as a percent) | 4.53% | 1.79% | 1.15% |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value at grant date (in dollars per share) | $ 1.83 | $ 8.39 | $ 1.44 |
Expected life in years | 3 years 3 months 18 days | 3 years 6 months | 3 years 2 months 12 days |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value at grant date (in dollars per share) | $ 2 | $ 11.01 | $ 14.13 |
Expected life in years | 3 years 11 months 19 days | 4 years 6 months | 6 years 2 months 12 days |
Share Based Compensation - Sc_2
Share Based Compensation - Schedule of Share Based Compensation Arrangements by Share-Based Payment Award (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
RSUs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 7,106 | $ 9,552 | $ 1,781 |
Stock Option Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total share-based compensation expense | 3,469 | 8,572 | 7,473 |
Cost of goods sold | RSUs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total share-based compensation expense | 744 | 900 | 306 |
Cost of goods sold | Stock Option Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total share-based compensation expense | 66 | 172 | 662 |
General and administrative | RSUs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total share-based compensation expense | 5,754 | 8,190 | 1,239 |
General and administrative | Stock Option Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total share-based compensation expense | 3,344 | 8,157 | 5,722 |
Sales and marketing | RSUs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total share-based compensation expense | 608 | 462 | 236 |
Sales and marketing | Stock Option Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 59 | $ 243 | $ 1,089 |
Share Based Compensation - Sc_3
Share Based Compensation - Schedule of Number and Weighted-average Exercise Prices and Remaining Contractual Life of Options (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Number of options | |
Number of options outstanding, Beginning balance (in shares) | shares | 3,177,815 |
Number of options, granted (in shares) | shares | 1,754,817 |
Number of options, forfeited (in shares) | shares | (735,574) |
Number of options outstanding, Ending balance (in shares) | shares | 4,197,058 |
Number of options, Vested and Exercisable (in shares) | shares | 3,248,599 |
Weighted average exercise price | |
Weighted average exercise price Outstanding, beginning balance (in dollars per share) | $ / shares | $ 25.96 |
Weighted average exercise price, Granted (in dollars per share) | $ / shares | 3.99 |
Weighted average exercise price, Forfeited (in dollars per share) | $ / shares | 20.48 |
Weighted average exercise price Outstanding, Ending balance (in dollars per share) | $ / shares | 17.73 |
Weighted average exercise price, Vested and Exercisable (in dollars per share) | $ / shares | $ 21.34 |
Weighted Average Remaining Contractual Life (Yrs) Outstanding | 4 years 10 months 28 days |
Weighted Average Remaining Contractual Life (Yrs), Exercisable | 3 years 10 months 13 days |
Aggregate intrinsic value, Outstanding | $ | $ 0 |
Aggregate intrinsic value, Vested and Exercisable | $ | $ 0 |
Share Based Compensation - Sc_4
Share Based Compensation - Schedule of Restricted Stock Activity (Details) - Restricted share units - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of restricted stock units | |||
Number of warrants, Outstanding, Beginning Balance (in shares) | 720,707 | ||
Number of warrants, Granted (in shares) | 2,955,177 | ||
Number of warrants, Vested (in shares) | (415,115) | ||
Number of shares/warrants, Forfeited (in shares) | (574,553) | ||
Number of warrants, Outstanding, Ending Balance (in shares) | 2,686,216 | 720,707 | |
Weighted-average grant date fair value | |||
Weighted average exercise price, Beginning Balance (in dollars per share) | $ 22.36 | ||
Weighted average price, Granted (in dollars per share) | 3.99 | $ 21.51 | $ 25.45 |
Weighted average price, Vested (in dollars per share) | 23.06 | ||
Weighted average price, Forfeited (in dollars per share) | 6.03 | ||
Weighted average exercise price, Ending Balance (in dollars per share) | $ 5.47 | $ 22.36 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Continuing Operations | |||
Net (loss) income from continuing operations | $ (435,895) | $ (182,618) | $ 30,525 |
Less: net loss attributable to non-controlling interest | (5,147) | (3,994) | (587) |
Net (loss) income from continuing operations available to common shareholders of Trulieve Cannabis Corp. | (430,748) | (178,624) | 31,112 |
Discontinued Operations | |||
Net loss from discontinued operations, net of tax benefit (provision) of $4,101, $12,223, and $(339) respectively | (97,241) | (70,109) | (13,080) |
Less: net loss attributable to non-controlling interest from discontinued operations | (1,193) | (2,669) | 0 |
Net loss from discontinued operations excluding non-controlling interest | $ (96,048) | $ (67,440) | $ (13,080) |
Denominator: | |||
Weighted average number of common shares outstanding (in shares) | 188,974,176 | 187,995,317 | 139,366,940 |
Dilutive effect of securities outstanding (in shares) | 0 | 0 | 7,390,346 |
Diluted weighted average number of common shares outstanding (in shares) | 188,974,176 | 187,995,317 | 146,757,286 |
Loss per share - Continuing Operations | |||
Basic loss per share (in dollars per share) | $ (2.28) | $ (0.95) | $ 0.22 |
Diluted loss per share (in dollars per share) | (2.28) | (0.95) | 0.21 |
Loss per share - Discontinued Operations | |||
Basic loss per share (in dollars per share) | (0.51) | (0.36) | (0.09) |
Diluted loss per share (in dollars per share) | $ (0.51) | $ (0.36) | $ (0.09) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Share based awards | 4,197,058 | 3,177,815 | 1,694,424 |
Restricted share units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Share based awards | 2,686,216 | 720,707 | 0 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Share based awards | 9,496 | 177,391 | 409,811 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock, shares outstanding (in shares) | 186,235,818 | 185,987,512 |
Common stock, shares issued (in shares) | 186,235,818 | 185,987,512 |
Not Contractually Issuable Until 2024 | Restricted share units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock, reserved for future issuance (in shares) | 2,900,000 | |
Not Contractually Issuable Until the Earlier of December 1, 2030 | Restricted share units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock, reserved for future issuance (in shares) | 100,000 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 121,722 | $ 141,582 | $ 141,684 |
State | 46,808 | 38,633 | 29,677 |
Total current tax expense | 168,530 | 180,215 | 171,361 |
Deferred: | |||
Federal | (17,855) | (17,814) | (21,414) |
State | (1,088) | 793 | (4,421) |
Foreign | (1,191) | (1,461) | 0 |
Total deferred tax expense | (20,134) | (18,482) | (25,835) |
Change in valuation allowance | 2,962 | 1,647 | 196 |
Total income tax expense | $ 151,358 | $ 163,380 | $ 145,722 |
Income Taxes - Summary of Feder
Income Taxes - Summary of Federal Statutory Income Tax Rate Percentage to Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
(Loss) income before income taxes | $ (284,537) | $ (19,238) | $ 176,247 |
Federal statutory rate (as a percent) | 21% | 21% | 21% |
Theoretical tax (benefit) provision | $ (59,753) | $ (4,040) | $ 37,012 |
Effects of tax rates in foreign jurisdictions | 15 | 16 | 0 |
State taxes | 835 | 14,598 | 25,580 |
Changes in state tax rates | 5,772 | 4,763 | (912) |
Uncertain tax position, inclusive of interest and penalties | 130,481 | 146,702 | 77,783 |
Change in valuation allowance | 2,962 | 1,647 | 196 |
Other | 881 | (4,793) | (1,000) |
Tax effect of non-deductible expenses: | |||
IRC Section 280E disallowance | 0 | 0 | 6,798 |
Goodwill impairment | 64,594 | 0 | 0 |
Stock compensation | 1,170 | 169 | 95 |
Political contributions | 4,401 | 4,318 | 170 |
Total non-deductible expenses | 70,165 | 4,487 | 7,063 |
Total income tax expense | $ 151,358 | $ 163,380 | $ 145,722 |
Effective tax rates | (53.20%) | (849.30%) | 82.70% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Lease liabilities | $ 2,623 | $ 3,094 |
Finance liabilities | 27,695 | 27,386 |
Net operating losses | 10,098 | 6,596 |
Inventory reserves | 4,667 | 1,665 |
Other deferred tax assets | 759 | 1,421 |
Total deferred tax assets: | 45,842 | 40,162 |
Deferred tax liabilities: | ||
Right of use assets | (2,356) | (3,112) |
Intangible assets | (221,743) | (236,353) |
Property and equipment | (19,150) | (19,004) |
Total deferred tax liabilities: | (243,249) | (258,469) |
Valuation allowance | (9,557) | (6,596) |
Net deferred tax liability | $ (206,964) | $ (224,903) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 19,459 | ||
Interest recorded in income tax expense, net of reversals | $ 0 | ||
Penalties recorded in income tax expense, net of reversals | 0 | ||
Ending balance | 180,350 | $ 19,459 | |
Unrecognized Tax Benefits, Inventory Costs | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | 41,781 | 44,850 | |
Reductions based on lapse of statute of limitations | (1,053) | (4,228) | |
Additions based on tax positions related to the current year | 152,313 | 0 | |
Additions based on refunds requested but not received related to prior year | 111,664 | 0 | |
Additions based on refunds received related to prior years | 62,391 | 0 | |
Additions based on tax positions related to the prior year | 175,666 | 1,159 | |
Ending balance | 542,762 | 41,781 | 44,850 |
Uncertain Tax Liabilities | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | 19,459 | 6,665 | |
Reductions based on lapse of statute of limitations | (1,053) | (4,228) | |
Additions based on tax positions related to the current year | 139,914 | 2,017 | |
Additions based on refunds received related to prior years | 62,391 | 0 | |
Additions based on tax positions related to the prior year | 113,815 | 12,887 | |
Reclass tax payment on account | (157,063) | 0 | |
Interest recorded in income tax expense, net of reversals | 3,150 | (247) | |
Penalties recorded in income tax expense, net of reversals | (263) | 2,365 | |
Ending balance | 180,350 | $ 19,459 | $ 6,665 |
280E Position | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Ending balance | $ 152,100 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | |||
Uncertain tax liability including interest and penalties | $ 6.4 | $ 3.5 | |
Subsequent Event | |||
Income Tax Contingency [Line Items] | |||
Income tax refunds, proceeds | $ 50.3 | ||
Canada | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforward subject to expiration | 11.2 | ||
Operating loss valuation allowance | 11.2 | ||
State | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforward subject to expiration | 342.4 | ||
Operating loss carryforward not subject to expiration | 92.6 | ||
Operating loss valuation allowance | 100.3 | ||
Operating loss carryforwards | 319.5 | ||
U.S. Federal | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforward not subject to expiration | 219 | ||
Operating loss carryforwards | $ 209 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Assets and Liabilities Associated with Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets associated with discontinued operations | ||
Other current assets | $ 0 | $ 11 |
Nevada Operations | Disposed of by Sale | ||
Assets associated with discontinued operations | ||
Cash | 301 | 5,702 |
Accounts receivable, net | 841 | 2,936 |
Inventories | 0 | 21,310 |
Income tax receivable | 0 | 2,299 |
Prepaid expenses | 816 | 1,475 |
Deferred tax asset | 0 | 766 |
Property and equipment, net | 0 | 53,687 |
Right of use assets - operating, net | 0 | 2,453 |
Right of use assets - finance, net | 0 | 5,736 |
Intangible assets, net | 0 | 27,849 |
Other assets | 2,010 | 2,638 |
Total assets associated with discontinued operations | 3,968 | 126,862 |
Liabilities associated with discontinued operations | ||
Accounts payable and accrued liabilities | 530 | 1,617 |
Deferred revenue | 0 | 109 |
Operating lease liabilities - current portion | 165 | 146 |
Finance lease liabilities - current portion | 291 | 456 |
Construction finance liability - current portion | 2,003 | 0 |
Operating lease liabilities | 15,332 | 17,108 |
Finance lease liabilities | 2,048 | 5,890 |
Construction finance liability | 24,167 | 45,217 |
Other long-term liabilities | 6 | 155 |
Total liabilities associated with discontinued operations | $ 44,542 | $ 70,698 |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Loss from Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other (expense) income: | |||
Tax benefit (expense) of discontinued operations | $ (4,101) | $ (12,223) | $ 339 |
Net loss from discontinued operations, net of taxes | (97,241) | (70,109) | (13,080) |
Less: net loss attributable to non-controlling interest from discontinued operations | (1,193) | (2,669) | 0 |
Net loss from discontinued operations excluding non-controlling interest | (96,048) | (67,440) | (13,080) |
Nevada Operations | Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | 10,590 | 24,634 | 6,451 |
Cost of goods sold | 29,843 | 37,897 | 6,895 |
Gross margin | (19,253) | (13,263) | (444) |
Expenses: | |||
Operating expenses | 7,522 | 13,821 | 6,661 |
Impairment and disposal of long-lived assets, net | 69,480 | 49,130 | 0 |
Total Expenses | 77,002 | 62,951 | 6,661 |
Loss from operations | (96,255) | (76,214) | (7,105) |
Other (expense) income: | |||
Other expense, net | (5,087) | (6,118) | (5,636) |
Total other expense, net | (5,087) | (6,118) | (5,636) |
Loss before provision for income taxes | (101,342) | (82,332) | (12,741) |
Tax benefit (expense) of discontinued operations | (4,101) | (12,223) | 339 |
Net loss from discontinued operations, net of taxes | (97,241) | (70,109) | (13,080) |
Less: net loss attributable to non-controlling interest from discontinued operations | (1,193) | (2,669) | 0 |
Net loss from discontinued operations excluding non-controlling interest | $ (96,048) | $ (67,440) | $ (13,080) |
Discontinued Operations - Sum_3
Discontinued Operations - Summary of Depreciation, Amortization, Loss on Impairment of Long-lived Assets, and Capital Expenditures of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Noncash partial extinguishment of construction finance liability | $ 18,486 | $ 0 | $ 0 |
Nevada Operations | Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Depreciation and amortization | 3,798 | 10,787 | 5,228 |
Purchases of property and equipment | 67 | 844 | 57,479 |
Loss on impairment and disposal of long-lived assets | 69,480 | 49,130 | 69 |
Noncash partial extinguishment of construction finance liability | $ 18,486 | $ 0 | $ 0 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Massachusetts | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain (loss) on extinguishment on result of lease reassessment | $ 18.5 | |
Nevada Operations | Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss on disposition of operating right of use assets | $ 14 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Future Minimum Lease Payments for Construction Finance Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
2024 | $ 17,043 | |
2025 | 17,521 | |
2026 | 18,013 | |
2027 | 18,519 | |
2028 | 19,039 | |
Thereafter | 283,385 | |
Total future payments | 373,520 | |
Less: Interest | (235,395) | |
Total present value of minimum payments | 138,125 | $ 138,400 |
Construction finance liability - current portion | (1,466) | (1,189) |
Construction finance liability | 136,659 | $ 137,144 |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
2024 | 5,455 | |
2025 | 5,619 | |
2026 | 5,788 | |
2027 | 5,961 | |
2028 | 6,140 | |
Thereafter | 12,287 | |
Total future payments | 41,250 | |
Less: Interest | (15,080) | |
Total present value of minimum payments | 26,170 | |
Construction finance liability - current portion | (2,003) | |
Construction finance liability | $ 24,167 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Future Lease Payments under Non-cancellable Leases Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases | ||
2024 | $ 19,713 | |
2025 | 19,651 | |
2026 | 18,872 | |
2027 | 18,232 | |
2028 | 17,399 | |
Thereafter | 58,317 | |
Total undiscounted lease liabilities | 152,184 | |
Less: Interest | (49,881) | |
Total present value of minimum lease payments | 102,303 | |
Operating lease liabilities - current portion | 10,068 | $ 10,291 |
Operating lease liabilities | 92,235 | 99,851 |
Finance leases | ||
2024 | 13,635 | |
2025 | 13,492 | |
2026 | 12,915 | |
2027 | 12,047 | |
2028 | 11,439 | |
Thereafter | 33,412 | |
Total undiscounted lease liabilities | 96,940 | |
Less: Interest | (27,627) | |
Total present value of minimum lease payments | 69,313 | |
Finance lease liabilities - current portion | 7,637 | 8,271 |
Finance lease liabilities | 61,676 | $ 69,948 |
Discontinued Operations | ||
Operating leases | ||
2024 | 1,739 | |
2025 | 1,798 | |
2026 | 1,859 | |
2027 | 1,922 | |
2028 | 1,979 | |
Thereafter | 23,503 | |
Total undiscounted lease liabilities | 32,800 | |
Less: Interest | (17,303) | |
Total present value of minimum lease payments | 15,497 | |
Operating lease liabilities - current portion | 165 | |
Operating lease liabilities | 15,332 | |
Finance leases | ||
2024 | 494 | |
2025 | 509 | |
2026 | 476 | |
2027 | 377 | |
2028 | 389 | |
Thereafter | 835 | |
Total undiscounted lease liabilities | 3,080 | |
Less: Interest | (741) | |
Total present value of minimum lease payments | 2,339 | |
Finance lease liabilities - current portion | 291 | |
Finance lease liabilities | $ 2,048 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | |||||
Deconsolidated assets | $ 10,600 | ||||
Deconsolidated liabilities | 4,800 | ||||
Loss on disposition of business | $ 10,000 | ||||
Impairment and disposal of long-lived assets, net | $ 2,712 | $ 1,294 | $ 0 | ||
Variable Interest Entity, Primary Beneficiary | |||||
Variable Interest Entity [Line Items] | |||||
Payment of cash | $ 400 | 800 | |||
Shares issued upon acquisition | 1,700 | $ 1,700 | |||
Proceeds from divestiture of variable interest entities | 1,800 | $ 2,000 | |||
Impairment and disposal of long-lived assets, net | $ 800 | ||||
Minimum | |||||
Variable Interest Entity [Line Items] | |||||
Ownership interests (as a percent) | 46% | ||||
Maximum | |||||
Variable Interest Entity [Line Items] | |||||
Ownership interests (as a percent) | 95% |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Assets and Liabilities of Company's VIEs (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Accounts receivable, net | $ 6,703 | $ 6,507 |
Inventories | 213,120 | 276,505 |
Other current assets | 23,735 | 51,247 |
Total current assets | 477,348 | 593,543 |
Property and equipment, net | 676,352 | 743,260 |
Right of use assets - operating, net | 95,910 | 98,926 |
Right of use assets - finance, net | 58,537 | 70,495 |
Intangible assets, net | 917,191 | 984,797 |
Other assets | 10,379 | 12,768 |
TOTAL ASSETS | 2,729,055 | 3,400,405 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 83,162 | 82,023 |
Income tax payable | 0 | 49,615 |
Deferred revenue | 1,335 | 9,459 |
Operating lease liabilities - current portion | 10,068 | 10,291 |
Finance lease liabilities - current portion | 7,637 | 8,271 |
Total current liabilities | 114,849 | 210,295 |
Notes payable, net | 115,855 | 94,247 |
Operating lease liabilities | 92,235 | 99,851 |
Finance lease liabilities | 61,676 | 69,948 |
Deferred tax liabilities | 206,964 | 224,903 |
Other long-term liabilities | 7,086 | 6,820 |
TOTAL LIABILITIES | 1,320,442 | 1,472,701 |
Variable Interest Entity, Primary Beneficiary | ||
Current Assets: | ||
Cash | 9,491 | 7,349 |
Accounts receivable, net | 1,308 | 597 |
Inventories | 8,341 | 7,590 |
Prepaid expenses | 423 | 46 |
Other current assets | 7 | 0 |
Total current assets | 19,570 | 15,582 |
Property and equipment, net | 28,068 | 25,994 |
Right of use assets - operating, net | 2,744 | 0 |
Right of use assets - finance, net | 259 | 224 |
Intangible assets, net | 17,162 | 17,947 |
Other assets | 140 | 344 |
TOTAL ASSETS | 67,943 | 60,091 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 1,939 | 3,713 |
Income tax payable | 2,017 | 1,615 |
Deferred revenue | 2 | 6 |
Operating lease liabilities - current portion | 63 | 0 |
Finance lease liabilities - current portion | 60 | 41 |
Total current liabilities | 4,081 | 5,375 |
Notes payable, net | 885 | 1,200 |
Operating lease liabilities | 2,926 | 0 |
Finance lease liabilities | 210 | 185 |
Deferred tax liabilities | 3,638 | 4,101 |
Other long-term liabilities | 671 | 625 |
TOTAL LIABILITIES | $ 12,411 | $ 11,486 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Interest expense | $ 81,569 | $ 73,422 | $ 29,121 |
Lease expense | $ 200 | $ 200 | 2,700 |
Related Party | |||
Related Party Transaction [Line Items] | |||
Interest expense | $ 1,100 |
Related Parties - Right of Use
Related Parties - Right of Use Assets and Lease Liability under ASC 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating | ||
Right of use assets - operating, net | $ 95,910 | $ 98,926 |
Lease liabilities: | ||
Lease liabilities - current portion | 10,068 | 10,291 |
Lease liabilities | 92,235 | 99,851 |
Total present value of minimum lease payments | 102,303 | |
Management | ||
Operating | ||
Right of use assets - operating, net | 706 | 820 |
Lease liabilities: | ||
Lease liabilities - current portion | 127 | 113 |
Lease liabilities | 624 | 751 |
Total present value of minimum lease payments | $ 751 | $ 864 |
Revenue Disaggregation - Schedu
Revenue Disaggregation - Schedule of Net Revenues Comprised (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,129,193 | $ 1,218,229 | $ 931,934 |
Retail | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,083,545 | 1,158,475 | 869,707 |
Wholesale | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 43,390 | 55,087 | 61,137 |
Licensing and other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 2,258 | $ 4,667 | $ 1,090 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||
Loss contingency accrual | $ 0.2 | $ 3 | |
Watkins Cultivation Operations | |||
Loss Contingencies [Line Items] | |||
Amounts held in escrow | $ 22.5 | ||
Litigation settlement | 17 | ||
Amount relieved | $ 5.5 | ||
Pending Litigation | |||
Loss Contingencies [Line Items] | |||
Contingent liabilities | $ 4.2 | $ 31.7 |
Financial Instruments - Schedul
Financial Instruments - Schedule Of Fair Value Of Financial Instruments By Class (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value liabilities transfers amount | $ 0 | $ 0 | |
Interest income | 6,164 | 1,631 | $ 205 |
Money Market Funds | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Interest income | 4,800 | 0 | |
Interest Rate Swap | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial liabilities fair value disclosure | 2,341 | 2,536 | |
Warrant Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial liabilities fair value disclosure | 0 | 252 | |
Money Market Funds | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash equivalents, fair value disclosure | 145,995 | 340 | |
Level 1 | Interest Rate Swap | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial liabilities fair value disclosure | 0 | 0 | |
Level 1 | Warrant Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial liabilities fair value disclosure | 0 | 0 | |
Level 1 | Money Market Funds | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash equivalents, fair value disclosure | 145,995 | 340 | |
Level 2 | Interest Rate Swap | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial liabilities fair value disclosure | 2,341 | 2,536 | |
Level 2 | Warrant Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial liabilities fair value disclosure | 0 | 252 | |
Level 2 | Money Market Funds | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash equivalents, fair value disclosure | 0 | 0 | |
Level 3 | Interest Rate Swap | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial liabilities fair value disclosure | 0 | 0 | |
Level 3 | Warrant Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial liabilities fair value disclosure | 0 | 0 | |
Level 3 | Money Market Funds | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash equivalents, fair value disclosure | $ 0 | $ 0 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) $ in Millions | 3 Months Ended | |
Dec. 31, 2022 USD ($) note | Dec. 31, 2023 USD ($) | |
Derivative [Line Items] | ||
Debt instrument, fair value | $ 310.5 | |
Notional amount | $ 71.5 | $ 70 |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Derivative [Line Items] | ||
Number of promissory notes, acquired | note | 4 | |
Derivative, rate per annum (as a percent) | 3% | |
Swap | ||
Derivative [Line Items] | ||
Fixed rate of interest (as a percent) | 7.53% |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) $ in Millions | 1 Months Ended |
Jan. 31, 2024 USD ($) | |
Subsequent Event | |
Subsequent Event [Line Items] | |
Income tax refunds, proceeds | $ 50.3 |