Cover
Cover - shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Document Information [Line Items] | ||||
Document Type | 40-F | |||
Document Registration Statement | false | |||
Document Annual Report | true | |||
Document Period End Date | Dec. 31, 2023 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 333-249081 | |||
Entity Registrant Name | CURALEAF HOLDINGS, INC. | |||
Entity Address, State or Province | BC | |||
Entity Incorporation, State or Country Code | Z4 | |||
Entity Primary SIC Number | 2833 | |||
Entity Tax Identification Number | 98-1461045 | |||
Entity Address, Address Line One | 666 Burrard Street | |||
Entity Address, Address Line Two | Suite 1700 | |||
Entity Address, City or Town | Vancouver | |||
Entity Address, Postal Zip Code | V6C 2XB | |||
City Area Code | 781 | |||
Local Phone Number | 451-0351 | |||
Title of 12(g) Security | Not applicable | |||
Annual Information Form | true | |||
Audited Annual Financial Statements | true | |||
Common stock, shares outstanding (in shares) | 733,727,803 | 717,490,830 | 708,340,434 | |
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Emerging Growth Company | false | |||
ICFR Auditor Attestation Flag | true | |||
Document Financial Statement Error Correction | false | |||
Entity Central Index Key | 0001756770 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
Amendment Flag | false | |||
SVS | Common shares | ||||
Document Information [Line Items] | ||||
Common stock, shares outstanding (in shares) | [1] | 639,757,098 | 623,520,125 | 614,369,729 |
Business Contact | ||||
Document Information [Line Items] | ||||
Entity Address, State or Province | NY | |||
Entity Address, Address Line One | 420 Lexington Ave | |||
Entity Address, City or Town | New York | |||
Entity Address, Postal Zip Code | 10170 | |||
City Area Code | 917 | |||
Local Phone Number | 717-5875 | |||
Contact Personnel Name | Curaleaf, Inc. | |||
[1] *as defined herein |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | PKF O’Connor Davies, LLP |
Auditor Location | New York, New York |
Auditor Firm ID | 127 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 91,818 | $ 163,177 |
Accounts receivable, net of allowance for credit losses of $6,717 and $4,042, respectively | 55,660 | 45,179 |
Inventories, net | 215,913 | 234,782 |
Assets held for sale | 17,795 | 180,452 |
Prepaid expenses and other current assets | 30,397 | 28,835 |
Current portion of note receivable | 7,020 | 0 |
Total current assets | 418,603 | 652,425 |
Deferred tax asset | 419 | 1,564 |
Property, plant and equipment, net | 571,627 | 595,846 |
Right-of-use assets, finance lease, net | 143,203 | 156,586 |
Right-of-use assets, operating lease, net | 118,435 | 118,155 |
Intangible assets, net | 1,172,445 | 1,213,303 |
Goodwill | 626,628 | 625,129 |
Investments | 2,477 | 2,797 |
Income tax receivable | 30,168 | 33,296 |
Other assets | 12,571 | 15,459 |
Total assets | 3,096,576 | 3,414,560 |
Current liabilities: | ||
Accounts payable | 79,319 | 80,789 |
Accrued expenses | 101,311 | 103,311 |
Income tax payable | 198,056 | 149,569 |
Lease liabilities, finance lease - current | 9,428 | 8,340 |
Lease liabilities, operating lease - current | 15,993 | 17,001 |
Notes payable - current | 39,478 | 51,882 |
Contingent consideration liability - current | 11,901 | 18,538 |
Liabilities held for sale | 9,173 | 36,529 |
Deferred consideration liability - current | 22,342 | 24,446 |
Financial obligation - current | 5,777 | 4,740 |
Other current liabilities | 1,256 | 1,723 |
Total current liabilities | 494,034 | 496,868 |
Deferred tax liability | 297,185 | 308,974 |
Notes payable, net | 548,289 | 570,788 |
Lease liabilities, finance lease | 159,961 | 167,411 |
Lease liabilities, operating lease | 110,398 | 113,307 |
Uncertain tax position | 79,142 | 94,516 |
Contingent consideration liability | 4,724 | 10,572 |
Deferred consideration liability | 21,310 | 36,854 |
Financial obligation | 208,895 | 214,139 |
Other long-term liability | 1,346 | 313 |
Total liabilities | 1,925,284 | 2,013,742 |
Commitment and contingencies | ||
Temporary equity: | ||
Redeemable non-controlling interest contingency | 120,650 | 121,113 |
Shareholders’ equity: | ||
Additional paid-in capital | 2,204,318 | 2,163,061 |
Treasury shares | (1,050) | (5,208) |
Accumulated other comprehensive loss | (11,875) | (18,594) |
Accumulated deficit | (1,140,751) | (859,554) |
Total shareholders’ equity | 1,050,642 | 1,279,705 |
Total liabilities, temporary equity and shareholders’ equity | $ 3,096,576 | $ 3,414,560 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 6,717 | $ 4,042 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues, net: | ||
Total revenues, net | $ 1,346,632 | $ 1,275,420 |
Cost of goods sold | 732,183 | 649,001 |
Gross profit | 614,449 | 626,419 |
Operating expenses: | ||
Selling, general and administrative | 414,773 | 419,880 |
Share-based compensation | 20,010 | 28,017 |
Depreciation and amortization | 136,783 | 113,534 |
Total operating expenses | 571,566 | 561,431 |
Income from operations | 42,883 | 64,988 |
Other income (expense): | ||
Interest income | 23 | 136 |
Interest expense | (57,966) | (55,201) |
Interest expense related to lease liabilities and financial obligations | (42,416) | (33,641) |
Loss on impairment | (67,076) | (82,615) |
Other income, net | 186 | 19,845 |
Total other expense, net | (167,249) | (151,476) |
Loss before provision for income taxes | (124,366) | (86,488) |
Provision for income taxes | (114,589) | (178,822) |
Net loss from continuing operations | (238,955) | (265,310) |
Net loss from discontinued operations | (51,382) | (111,622) |
Net loss | (290,337) | (376,932) |
Less: Net loss attributable to non-controlling interest | (9,140) | (6,833) |
Net loss attributable to Curaleaf Holdings, Inc. | $ (281,197) | $ (370,099) |
Per share – basic and diluted: | ||
Loss per share from continuing operations, net of loss attributable to non-controlling interest - basic (in dollars per share) | $ (0.32) | $ (0.36) |
Loss per share from continuing operations, net of loss attributable to non-controlling interest - diluted (in dollars per share) | (0.32) | (0.36) |
Loss per share from discontinued operations - basic (in dollars per share) | (0.07) | (0.16) |
Loss per share from discontinued operations - diluted (in dollars per share) | (0.07) | (0.16) |
Loss per share attributable to Curaleaf Holdings, Inc. - basic (in dollars per share) | (0.39) | (0.52) |
Loss per share attributable to Curaleaf Holdings, Inc. - diluted (in dollars per share) | $ (0.39) | $ (0.52) |
Weighted average common shares outstanding - basic (in shares) | 724,124,894 | 711,159,444 |
Weighted average common shares outstanding - diluted (in shares) | 724,124,894 | 711,159,444 |
Retail and wholesale revenues | ||
Revenues, net: | ||
Total revenues, net | $ 1,340,778 | $ 1,270,578 |
Management fee income | ||
Revenues, net: | ||
Total revenues, net | $ 5,854 | $ 4,842 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss from continuing operations | $ (238,955) | $ (265,310) |
Foreign currency translation gain (loss) | 11,230 | (17,432) |
Total comprehensive loss from continuing operations | (227,725) | (282,742) |
Total comprehensive loss from discontinued operations, net of tax | (51,382) | (111,622) |
Total comprehensive loss | (279,107) | (394,364) |
Less: Comprehensive loss attributable to non-controlling interest | (4,629) | (12,415) |
Comprehensive loss attributable to Curaleaf Holdings, Inc. | $ (274,478) | $ (381,949) |
Consolidated Statements of Temp
Consolidated Statements of Temporary Equity and Shareholders’ Equity - USD ($) $ in Thousands | Total | Reclassifications | Common shares SVS | Common shares MVS | [1] | Additional paid-in capital | Additional paid-in capital Reclassifications | Treasury shares | Treasury shares Reclassifications | Accumulated other comprehensive loss | Accumulated deficit | |
Redeemable non-controlling interest, beginning balance at Dec. 31, 2021 | $ 118,972 | |||||||||||
Redeemable non-controlling interest contingency | ||||||||||||
Contribution from non-controlling interest | 14,556 | |||||||||||
Foreign currency exchange variance | (5,582) | |||||||||||
Net Loss | (6,833) | |||||||||||
Redeemable non-controlling interest, ending balance at Dec. 31, 2022 | $ 121,113 | |||||||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 708,340,434 | 614,369,729 | [1] | 93,970,705 | ||||||||
Balance, beginning of period at Dec. 31, 2021 | $ 1,546,124 | $ 3,735 | $ 2,047,531 | $ 3,735 | $ (5,208) | $ (6,744) | $ (489,455) | |||||
Changes in stockholders equity | ||||||||||||
Issuance of shares in connection with acquisitions (in shares) | 7,392,857 | 7,392,857 | [1] | |||||||||
Issuance of shares in connection with acquisitions | $ 35,671 | 35,671 | ||||||||||
Acquisition related deferred equity consideration | $ 59,289 | 59,289 | ||||||||||
Acquisition escrow shares returned and retired (in shares) | (980,098) | (980,098) | [1] | |||||||||
Acquisition escrow shares returned and retired | $ (10,370) | (10,370) | ||||||||||
Foreign currency exchange variance | $ (11,850) | (11,850) | ||||||||||
Exercise of stock options (in shares) | 1,269,953 | 1,269,953 | [1] | |||||||||
Exercise of stock options | $ 524 | 524 | ||||||||||
Issuance of SVS for settlement of RSUs (in shares) | 1,315,176 | 1,315,176 | [1] | |||||||||
Issuance of SVS for settlement of RSUs | $ (1,336) | (1,336) | ||||||||||
Share-based compensation (in shares) | 152,508 | 152,508 | [1] | |||||||||
Share-based compensation | $ 28,017 | 28,017 | ||||||||||
Net Loss | $ (370,099) | (370,099) | ||||||||||
Common stock, ending balance (in shares) at Dec. 31, 2022 | 717,490,830 | 623,520,125 | [1] | 93,970,705 | ||||||||
Balance, end of period at Dec. 31, 2022 | $ 1,279,705 | $ 0 | 2,163,061 | $ (5,208) | (5,208) | $ 5,208 | (18,594) | (859,554) | ||||
Redeemable non-controlling interest contingency | ||||||||||||
Contribution from non-controlling interest | 4,166 | |||||||||||
Foreign currency exchange variance | 4,511 | |||||||||||
Net Loss | (9,140) | |||||||||||
Redeemable non-controlling interest, ending balance at Dec. 31, 2023 | $ 120,650 | |||||||||||
Changes in stockholders equity | ||||||||||||
Issuance of shares in connection with acquisitions (in shares) | 12,329,002 | 12,329,002 | [1] | |||||||||
Issuance of shares in connection with acquisitions | $ 17,375 | 17,375 | ||||||||||
Issuance of shares in connection with public offering (in shares) | 2,700,000 | 2,700,000 | [1] | |||||||||
Issuance of shares in connection with public offering | $ 11,497 | 11,497 | ||||||||||
SVS contributed to Curaleaf, Inc. in connection with the Reorganization (in shares) | (254,315) | (254,315) | [1] | |||||||||
SVS contributed to Curaleaf, Inc. in connection with the Reorganization | $ (1,050) | (1,050) | ||||||||||
Acquisition escrow shares returned and retired (in shares) | (350,794) | (350,794) | [1] | |||||||||
Acquisition escrow shares returned and retired | $ (2,465) | (2,465) | ||||||||||
Foreign currency exchange variance | $ 6,719 | 6,719 | ||||||||||
Exercise of stock options (in shares) | 211,775 | 211,775 | [1] | |||||||||
Exercise of stock options | $ 48 | 48 | ||||||||||
Issuance of SVS for settlement of RSUs (in shares) | 1,601,305 | 1,601,305 | ||||||||||
Share-based compensation | $ 20,010 | 20,010 | ||||||||||
Net Loss | $ (281,197) | (281,197) | ||||||||||
Common stock, ending balance (in shares) at Dec. 31, 2023 | 733,727,803 | 639,757,098 | [1] | 93,970,705 | ||||||||
Balance, end of period at Dec. 31, 2023 | $ 1,050,642 | $ 2,204,318 | $ (1,050) | $ (11,875) | $ (1,140,751) | |||||||
[1] *as defined herein |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (238,955) | $ (265,310) |
Adjustments to reconcile net loss to net cash provided by operating activities from continuing operations: | ||
Depreciation and amortization | 195,880 | 155,978 |
Share-based compensation | 20,010 | 28,017 |
Non-cash interest expense | 14,402 | 11,609 |
Amortization of operating lease right-of-use assets | 16,034 | 9,663 |
Loss on impairment | 67,076 | 82,615 |
Gain on modification and extinguishment of debt | (2,065) | (205) |
Loss on disposal of assets | 8,541 | 548 |
Gain on investment | (2,073) | (21,952) |
Non-cash adjustments to inventory | 13,208 | 12,721 |
Allowance for credit losses | 2,050 | 3,118 |
Deferred taxes | (29,900) | (15,121) |
Other non-cash expenses | (5,010) | 0 |
Payment of contingent consideration liability in excess of acquisition-date fair value | (2,095) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable, net | (12,221) | (3,329) |
Inventories, net | 9,851 | (16,103) |
Prepaid expenses and other current assets | (4,048) | (10,905) |
Income tax receivable | 12,331 | (16,891) |
Assets held for sale | 3,959 | 0 |
Other assets | 4,546 | 4,267 |
Accounts payable | 2,230 | 50,094 |
Income tax payable | 47,986 | 7,814 |
Operating leases | (16,536) | (5,309) |
Accrued expenses | (13,957) | 56,403 |
Net cash provided by operating activities from continuing operations | 91,244 | 67,722 |
Net cash used in operating activities from discontinued operations | (15,983) | (21,319) |
Net cash provided by operating activities | 75,261 | 46,403 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment, net of proceeds from disposals | (65,446) | (134,643) |
Proceeds from sale of entities | 0 | 10,987 |
Proceeds from consolidation of acquisitions | 0 | 29,894 |
Purchases of intangibles | (4,857) | 0 |
Acquisition related cash payments | (3,630) | (119,205) |
Payments received on notes receivable | 0 | 2,315 |
Issuance of notes receivable to third party | (7,020) | 0 |
Dividend received | 0 | 468 |
Net cash used in investing activities from continuing operations | (80,953) | (210,184) |
Net cash provided by (used in) investing activities from discontinued operations | 2,266 | (9,696) |
Net cash used in investing activities | (78,687) | (219,880) |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 8,612 | 0 |
Minority interest investment in Curaleaf International | 4,166 | 0 |
Proceeds from finance leases and financial obligations | 243 | 65,241 |
Principal payments on finance lease liabilities | (8,474) | (5,586) |
Principal payments on notes payable | (47,213) | (198) |
Principal payments on financial obligations | (4,551) | (3,089) |
Remittances of statutory withholdings on share-based payment awards | 0 | (4,999) |
Exercise of stock options | 48 | 524 |
Forfeiture of restricted stock units | 0 | (1,336) |
Payments of deferred consideration | (27,358) | 0 |
Payments of contingent consideration | (3,964) | (8,744) |
Issuance of common shares, net of issuance costs | 11,497 | 0 |
Net cash (used in) provided by financing activities from continuing operations | (66,994) | 41,813 |
Net cash used in financing activities from discontinued operations | (23) | (19) |
Net cash (used in) provided by financing activities | (67,017) | 41,794 |
Net decrease in cash, cash equivalents and restricted cash | (70,443) | (131,683) |
Cash, cash equivalents and restricted cash beginning balance | 163,177 | 299,329 |
Effect of exchange rate on cash, cash equivalents and restricted cash | (916) | (4,469) |
Cash, cash equivalents and restricted cash ending balance | 91,818 | 163,177 |
Non-cash investing & financing activities: | ||
Purchases of property, plant and equipment included in accounts payable and accrued expenses | 2,262 | 9,212 |
Issuance of shares in connection with acquisitions | 11,445 | 35,671 |
SVS contributed to Curaleaf, Inc. in connection with the Reorganization | 1,050 | 0 |
Settlement of contingent liability through issuance of shares | 5,930 | 0 |
Non-cash additions to finance and operating right-of-use assets | 1,362 | 5,393 |
Issuance of notes in connection with acquisitions | 0 | 145,433 |
Contingent consideration incurred in connection with acquisitions | 0 | 13,852 |
Deferred consideration incurred in connection with acquisitions | 12,553 | 118,018 |
Purchase price allocation adjustments | 0 | 1,558 |
Held-for-sale reclassifications | 4,792 | 15,261 |
Redeemable non-controlling interest | 0 | 14,026 |
Supplemental disclosure of cash flow information: | ||
Cash paid for taxes | 100,011 | 155,954 |
Cash paid for interest | $ 97,936 | $ 78,828 |
Operations of the company
Operations of the company | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operations of the company | Operations of the company The Company is a leading producer and distributor of consumer products in cannabis, with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a vertically integrated, high-growth cannabis operator known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select and Grassroots, provide industry-leading services, product selection and accessibility across the medical and adult-use markets in the United States (“U.S.”). Internationally, the Company has a fully integrated medical cannabis business with licensed cultivation in Portugal, three pharma grade cannabis processing and manufacturing facilities in Spain, the United Kingdom (“U.K.”) and Germany, licensed medical cannabis distribution in the U.K., Germany and Switzerland. In the U.K., the Company also holds a pharmacy license and operates medical cannabis clinics in England and Scotland, enabling the supply of medical cannabis directly to the patient. Additionally, the Company supplies medical cannabis on a wholesale basis across Europe, including into Italy and Germany. Formerly known as Lead Ventures, Inc., the Company was incorporated under the laws of British Columbia, Canada on November 13, 2014. On October 25, 2018, the Company completed a reverse takeover transaction and completed a related private placement, which closed one day prior on October 24, 2018 (collectively, the “Business Combination”). Following the Business Combination, the Company’s subordinate voting shares (“SVS”) were listed on the Canadian Securities Exchange (“CSE”) under the symbol “CURA” and quoted on the OTCQX ® Best Market under the symbol “CURLF”. On December 14, 2023, the Company’s SVS were listed and commenced trading on the Toronto Stock Exchange (the “TSX”) under the symbol “CURA” (the “TSX Listing”). In connection with the TSX Listing, the Company's SVS were delisted from the CSE at the close of markets on December 13, 2023. |
Basis of presentation and conso
Basis of presentation and consolidation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The accompanying audited consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 (the “Consolidated Financial Statements”) were prepared using U.S. Generally Accepted Accounting Principles (“GAAP”). The significant accounting policies described in Note 3 — Significant accounting policies are in accordance with GAAP and have been applied consistently to all periods presented. Certain previously reported amounts have been reclassified between line items to conform to the current period presentation. Functional and presentation currency The Consolidated Financial Statements are presented in the U.S. dollar (“USD”), which is the reporting currency of the Company. The functional currency of the Company and Curaleaf, Inc. and its subsidiaries is the USD, and the functional currencies of the Company’s international subsidiaries’ include the Sterling Pound, the Euro, the Swiss Franc and the Swedish Krona. The financial accounts of the Company’s international subsidiaries are translated to USD using exchange rates at specific reporting dates or average rates over the reporting period, as applicable. Gains and losses resulting from foreign currency translation adjustments are recognized within Accumulated other comprehensive loss, which is a component of equity. Transactional exchange gains and losses are included in Other income (expense), net. Basis of measurement The 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. Basis of consolidation The Consolidated Financial Statements include all the accounts of the Company, its wholly-owned subsidiaries and majority-owned subsidiaries as well as legal entities in which it, directly or indirectly, holds a controlling financial interest, through management service agreements or other financing arrangements. See Note 3 — Significant accounting policies and Note 27 — Variable interest entities for further detail. All intercompany balances and transactions have been eliminated in consolidation. Included in the Consolidated Financial Statements are the following wholly-owned and majority-owned subsidiaries of the Company as well as entities over which the Company held a controlling financial interest as of December 31, 2023 and 2022: 2023 2022 Business name Operations Ownership % (1) Curaleaf International Holdings Limited Guernsey 68.5% 68.5% Curaleaf, Inc. NY — 100% (1) Based on % of voting interests held by the Company. Change in ownership The Company previously had a 100% investment in a wholly-owned subsidiary, Curaleaf Inc., via its ownership of all of the shares of common stock of Curaleaf, Inc. In connection with the TSX Listing, the Company proceeded with the necessary internal reorganization (the “Reorganization”) of its U.S. operations, in order to meet the conditions set forth in the TSX conditional approval. Among other things, the capital structure of Curaleaf, Inc. was restructured in December 2023, such that it is now comprised of the following three classes of equity: 1. Class A Common Stock (voting, sole share) 2. Class B Common Stock (non-voting, 999 shares) 3. Class C Common Stock (voting, none issued) Pursuant to such Reorganization, the 100 shares of common stock in Curaleaf, Inc. previously held by the Company was automatically exchanged for 999 shares of Class B Common Stock. The Class B Common Stock does not provide for voting rights but are exchangeable into shares of Class C Common Stock of Curaleaf, Inc., which is voting and participating, at any time. Concurrently with the Reorganization, Curaleaf, Inc. entered into a subscription agreement (the “Subscription Agreement”) with a third party investor not affiliated with the Company (the “Investor”), pursuant to which Curaleaf, Inc. issued the Investor one share of Class A Common Stock in consideration for 254,315 of the SVS then-owned by the Investor that had an aggregate market value of $1.1 million. Following completion of the Reorganization, the Company holds all of the issued and outstanding Class B Common Stock, representing 99.9% of the economic ownership of Curaleaf, Inc., on an as-converted basis, and the Investor holds all of the issued and outstanding Class A Common Stock of Curaleaf, Inc., representing 100% of the voting rights of Curaleaf, Inc. As a result of the limited rights associated with the Class B Common Stock, concurrently with the Reorganization, the Company entered into a protection agreement with Curaleaf, Inc. (the “Protection Agreement”) providing for certain negative covenants in order to preserve the value of the Class B Common Stock held by the Company until such time as the Class B Common Stock is converted into Class C Common Stock by the Company, including among other things, prohibitions on Curaleaf, Inc.’s organizational documents amendments, changes to the authorized share capital of Curaleaf, Inc., changes to the board of directors of Curaleaf, Inc., material changes to the business conducted by Curaleaf, Inc. or the making of loans or capital expenditures above certain specified thresholds, the whole except with the prior written consent of the Company or as required by applicable laws. Concurrently with the Reorganization, the Company and the Investor, as shareholders of Curaleaf, Inc., entered into a shareholders agreement with respect to Curaleaf, Inc. (the “Shareholders’ Agreement”), to establish, among other things, the rights and obligations arising out of or in connection with the ownership of the Class A Common Stock and the Class B Common Stock. Under the Shareholders’ Agreement, Curaleaf, Inc. holds a call right to repurchase all of the Class A Common Stock issued to the Investor at any time, and the Investor has the right to appoint a director to the Curaleaf, Inc.’s board of directors and a put right exercisable following the occurrence of certain stated events and after the five (5) year anniversary of the Shareholders’ Agreement subject to certain parameters to ensure the maintaining of the TSX Listing. Please refer to the Section “Corporate Structure - TSX Listing and U.S. Reorganization” of the Annual Information Form for more information about the TSX Listing, the Reorganization and a description of the material terms of the Subscription Agreement, the Protection Agreement and the Shareholders' Agreement. The Annual Information Form as well as copies of the amended and restated articles of Curaleaf, Inc., the Shareholders Agreement and the Protection Agreement are available under the Company's profile on SEDAR+ and on EDGAR. The terms and conditions set forth in the Protection Agreement and the Shareholders’ Agreement collectively resulted in the Company retaining a controlling financial interest in Curaleaf, Inc. As a result, the Consolidated Financial Statements continue to include all the accounts of Curaleaf, Inc. and its wholly-owned subsidiaries as well as the legal entities in which Curaleaf, Inc., directly or indirectly, holds a controlling financial interest. The following table presents the wholly-owned subsidiaries of Curaleaf, Inc. as well as the entities in which Curaleaf, Inc., directly or indirectly, held a controlling financial interest as of December 31, 2023 and 2022: 2023 2022 Business name Operations Ownership % (1) CLF AZ, Inc. AZ 100% 100% CLF NY, Inc. NY 100% 100% Curaleaf CA, Inc. CA 100% 100% Curaleaf KY, Inc. KY 100% 100% Curaleaf Massachusetts, Inc. MA 100% 100% Curaleaf MD, LLC MD 100% 100% Curaleaf OGT, Inc. OH 100% 100% Curaleaf PA, LLC PA 100% 100% Focused Investment Partners, LLC MA 100% 100% CLF Maine, Inc. ME 100% 100% PalliaTech CT, Inc. CT 100% 100% CLF Oregon, LLC (formerly PalliaTech OR, LLC) OR 100% 100% PalliaTech Florida, Inc. FL 100% 100% PT Nevada, Inc. NV 100% 100% CLF Sapphire Holdings, Inc. OR 100% 100% Curaleaf NJ II, Inc. NJ 100% 100% Focused Employer, Inc. MA 100% 100% GR Companies, Inc. IL 100% 100% CLF MD Employer, LLC MD 100% 100% Curaleaf Columbia, LLC (formerly HMS Sales, LLC) MD 100% 100% MI Health, LLC MD 100% 100% Curaleaf Compassionate Care VA, LLC VA 100% 100% Curaleaf UT, LLC UT 100% 100% Curaleaf Processing, Inc MA 100% 100% Virginia's Kitchen, LLC CO 100% 100% Cura CO LLC CO 100% 100% Curaleaf DH, Inc. CA 100% 100% Curaleaf Stamford, Inc. CT 100% 100% CLF Holdings Alabama, Inc. AL 100% 100% Primary Organic Therapy, Inc (d/b/a Maine Organic Therapy) ME 100% — Windy City Holding Company, LLC* IL — — Grassroots OpCo AR, LLC* AR — — Remedy Compassion Center, Inc* ME — — Broad Horizon Holdings, LLC* MA — — (1) Based on % of voting interests held by Curaleaf, Inc. with the exception of the entities which Curaleaf, Inc. consolidates as variable interest entities. * Consolidated by Curaleaf, Inc. as a variable interest entity. Non-controlling interests (“NCI”) Non-controlling interests in consolidated subsidiaries represent the component of equity in consolidated subsidiaries held by third parties. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary is initially measured at fair value and the difference between the carrying value and fair value of the retained interest recorded as a gain or loss. Non-controlling interests with redemption features, such as put options, that are not solely within the Company’s control are considered redeemable non-controlling interests. Redeemable non-controlling interests are considered to be temporary equity and are reported in the mezzanine section between total liabilities and shareholders’ equity in the consolidated balance sheets. Redeemable non-controlling interests are recorded at the greater of carrying value, which is adjusted for the non-controlling interests’ share of net income or loss, or estimated redemption value at the end of the reporting period. |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant accounting policies | Significant accounting policies Cash, cash equivalents and restricted cash Cash and cash equivalents include cash deposits in financial institutions, other deposits that are readily convertible into cash, with original maturities of three months or less, and cash held at retail locations. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company maintains its cash in bank deposit accounts the balances of which, at times, may exceed federally insured limits. As of December 31, 2023, the Company had a restricted cash balance of $8.6 million, related to full collateralization of the Company’s borrowings under its asset-based revolving credit facility and standby letter of credit with East West Bank (“EWB”). See Note 14 — Notes payable for further details. Accounts receivable, net The Company maintains an allowance for expected credit losses to reflect the expected uncollectability 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 Company’s 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 are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. Inventories, net Inventories, including packaging and supplies, are stated at lower of cost or net realizable value (“NRV”). NRV is the estimated selling price in the ordinary course of business less estimated costs to sell. Packaging and supplies are initially valued at cost. The Company values its inventories at standard cost, which approximates weighted average cost. The direct and indirect costs of inventories include materials, labor and depreciation expense on equipment involved in trimming and packaging. All direct and indirect costs related to inventories are capitalized as they are incurred and subsequently recorded within Cost of goods sold on the Consolidated Statements of Operations at the time the inventoried product is sold. The Company reviews its inventories for obsolete, redundant and slow moving goods, and any such inventories are written down to NRV, which is recorded within Cost of goods sold on the Consolidated Statements of Operations. Property, plant and equipment, net Property, plant and equipment, net are stated at cost, net of accumulated depreciation and impairment losses, if any. Ordinary repairs and maintenance are expensed as incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the property, plant and equipment to its salvage value as follows: Estimated useful life Information technology 3-5 years Furniture and fixtures 3-7 years Building and improvements 15-39 years Leasehold improvements Shorter of useful life or remaining lease term Property, plant and equipment held for sale are recorded at estimated fair value less costs to sell and depreciation is ceased. The Company reviews the residual values, useful lives and depreciation methods of its property, plant and equipment at each fiscal year-end, and any adjustments deemed to be appropriate are applied prospectively. Construction in progress is measured at cost and upon completion reclassified to one of the Company’s four classes of property, plant and equipment as noted in the above table, depending on the nature of the associated assets. Depreciation commences upon the property, plant and equipment becoming available for its intended use. Subsequent expenditures on in-service property, plant and equipment are capitalized only if it is probable that the expenditure will provide future economic benefits to the Company beyond those initially expected. The Company recognizes leasehold improvements within Building and improvements in Note 10 — Property, plant and equipment, net . Property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of property, plant and equipment (calculated as the difference between net disposal proceeds and the carrying value of the property, plant and equipment) is recognized in Other income (expense), net on the Consolidated Statements of Operations. Intangible assets, net Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are recognized at fair value at the date of acquisition, while intangible assets that are internally generated are recognized at cost. The useful life of an internally generated intangible asset is the shorter of 15 years or the term specified by an applicable law, regulation or contractual provision. Intangible assets are amortized on a straight-line basis over the following estimated useful lives: Estimated useful life Licenses and service agreements 5-30 years Trade names 1-20 years Intellectual property and know-how 5-15 years Non-compete agreements 1-15 years The estimated useful lives, residual values and amortization methods are reviewed at each fiscal year-end, and any adjustments deemed to be appropriate are applied prospectively. Leases The Company assesses contracts to assess whether a contract is, or contains, a lease. If a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration, the Company deems that contract a lease, or as containing an embedded lease, and evaluates whether the lease arrangement is an operating or a finance lease at inception. For lease arrangements with an initial term in excess of 12 months, the Company recognizes a lease liability equal to the present value of outstanding lease payments and a right-of-use (“ROU”) asset equal to the lease liability, subject to certain adjustments. For lease arrangements with an initial term of 12 months or less, the Company does not recognize a lease liability and ROU asset; instead, the Company recognizes the related lease payments as lease expense on a straight-line basis over the lease term. The Company uses its incremental borrowing rate to determine the present value of outstanding lease payments. The Company has elected to combine lease and non-lease components for all classes of its leased assets. ROU assets are amortized on a straight-line basis over the earlier of the useful life of the ROU asset or the end of the lease term. On the Consolidated Statements of Operations, amortization of operating ROU assets is recognized as lease expense within Selling, general and administrative, and amortization of finance ROU assets is recognized within Depreciation and amortization on the Consolidated Statements of Operations. In addition, the Company recognizes interest expense on its finance lease liabilities using the effective interest method, within Interest expense related to lease liabilities and financial obligations on the Consolidated Statements of Operations. The terms of the lease arrangements at commencement are determined based on the noncancellable period for which the Company has the right to use the underlying leased assets, inclusive of any periods covered by an option: • the Company is reasonably certain to exercise that would extend the lease, • the Company is reasonably certain not to exercise that terminates the lease and • 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 arrangements are reasonably certain of exercise, including the location of the leased asset, the length of time before the options can be exercised, expected value of the leased assets at the end of the initial lease terms, relevance of the leased assets to the Company's operations and the cost of negotiating a new lease. The Company has historically entered into transactions wherein the Company sold real estate property or equipment to a buyer and simultaneously leased back all, or a portion of, the same asset for all, or part of, the asset’s remaining economic life. Transactions such as these are evaluated to determine whether sale-leaseback accounting is required. If the Company determines that it has retained control of the property or equipment, the Company recognizes the financed leased asset within Property, plant and equipment, net, with a corresponding increase to Financial obligation on the Consolidated Balance Sheets. The Company uses the effective interest method to allocate lease cash payments between reduction of the financial obligation and recognition of interest expense within Interest expense related to lease liabilities and financial obligations on the Consolidated Statements of Operations. Impairment of long-lived assets The Company evaluates the recoverability of its long-lived assets, including property, plant and equipment, ROU assets and definite lived intangible assets, whenever events or changes in circumstances indicate that the carrying value of a long-lived asset, or asset group, may not be recoverable. When the Company determines that the carrying value of its long-lived assets may not be recoverable, the long-lived assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use and eventual disposition of the long-lived assets. If the carrying value of a long-lived asset, or asset group, exceeds its estimated future undiscounted cash flows, an impairment loss equal to the excess is recognized within Loss on impairment on the Consolidated Statements of Operations, during the period in which the impairment is identified. Goodwill Goodwill represents the excess of the consideration transferred for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Impairment of goodwill Goodwill is not subject to amortization and is tested annually for impairment, as of October 1 of each year, or more frequently, if events or changes in circumstances indicate that it might be impaired. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the Company’s manner of use of the acquired assets or strategy for the overall business, a significant decrease in the market value of the acquired assets or significant negative industry or economic trends. Goodwill is tested for impairment at the reporting unit level. A reporting unit is the same as, or one level below, an operating segment and represents a component, or group of components, for which discrete financial information is available and reviewed regularly by segment management. Goodwill is deemed to be impaired if the carrying value of a reporting unit, including allocated goodwill, exceeds its fair value (but not below zero), as determined using both an income and a market approach; an impairment loss equal to the excess is recognized within Loss on impairment on the Consolidated Statements of Operations, during the period in which the impairment is identified. Change in reporting units During the year ended December 31, 2023, the Company evaluated its existing reporting units in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other , and determined that the individual components of its two operating segments, Domestic and International (as determined in accordance with ASC 280, Segment Reporting) , were economically similar and aggregation of the individual components into two reporting units that align with the Company’s two operating segments is required. Prior to October 1, 2023, the Company identified 16 reporting units on a jurisdictional basis. Deferred charges: notes payable The Company’s deferred charges incurred in connection with the execution of new or modification of debt financing include deferred financing costs and debt discounts or debt premiums. Deferred charges are amortized to interest expense using the effective interest method. Commitments and contingencies The Company recognizes contingent liabilities when such contingencies are probable and reasonably estimable. Losses related to contingencies are typically recognized within Other income, net in the Consolidated Statements of Operations. The Company recognizes legal costs for contingencies in the period in which the costs are incurred within Selling, general and administrative in the Consolidated Statements of Operations. Income taxes The Company’s Provision for income taxes is comprised of current and deferred taxes and is recognized in the Consolidated Statements of Operations, except to the extent that the income tax expense relates to a business combination, items recognized directly within Shareholders’ equity on the Consolidated Balance Sheets or items recognized directly within Total other expense, net on the Consolidated Statements of Operations. Current taxes are recognized on taxable income (loss) for the fiscal period, as adjusted for unrealized tax benefits, changes in tax receivables (payables) that arose in a prior period and recovery of taxes paid in a prior period. Current taxes are measured using tax rates and laws enacted during the period within which the taxable income (loss) arose. Current taxes can also arise from dividends. Current tax assets and liabilities are offset only if certain criteria are met. Deferred taxes are recognized with respect to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax basis, with certain exceptions. Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. If the Company determines, based on available evidence, that it is more likely than not that all or a portion of a deferred tax asset will not be realized, a valuation allowance is established to reduce the deferred tax asset by the amount expected to be unrealizable. Management reassesses the need for a valuation allowance at the end of each reporting period and takes into consideration, among other matters, the nature, frequency and severity of current and cumulative losses; forecasts of future profitability and the duration of statutory carryforward periods. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. A change in the recognition or measurement of an unrealized tax benefit is reflected in the period during which the change occur. As the Company operates in the cannabis industry, it is subject to the limitations of Section 280E of the Internal Revenue Code (“IRC”) (“Section 280E”), which prohibits the Company from deducting normal business expenses associated with the sale of cannabis, such as payroll and rent, from gross income (revenue less cost of goods sold). Revenue recognition Revenue is recognized by the Company in accordance with Accounting Standards Update (“ASU”) 2014-09 , Revenue from Contracts with Customers (Topic 606) (“ASC 606”), pursuant to which the Company recognizes revenue when the control of a promised good or service is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the transferred good or service. In order to recognize revenue under ASC 606, the Company applies the following five-step model: i. Identify a customer along with a corresponding contract; ii. Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; iii. Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; iv. Allocate the transaction price to the performance obligation(s) in the contract; and v. Recognize revenue when or as the Company satisfies the performance obligation(s). The majority of the Company’s performance obligations are satisfied at a point in time; either upon delivery and acceptance of the Company’s goods or services by the customer in its wholesale transactions or immediately upon transfer of the Company’s goods or services to the customer in its retail transactions. Revenues from the Company’s cannabis sales are recorded net of sales discounts at the time of delivery to the customer. Payment is typically due upon transfer of the Company’s products to the customer or within a specified time period permitted under the Company’s credit policy. Retail and Wholesale Revenue The Company derives its domestic retail and wholesale revenue in U.S. states in which it is licensed to cultivate, process, distribute and sell cannabis and hemp. The Company sells directly to customers at its retail stores and sells wholesale to third-party dispensaries or processors. Internationally, the Company also derives retail revenues in the U.K., where it holds a pharmacy license which enables it to fulfil cannabis prescriptions directly to the patient through its online pharmacy. In Germany, the Company supplies cannabis on a wholesale basis to pharmacies and to other distributors. All products that are supplied to Italy are sold to wholesalers who import the Company’s products. Non-cannabis revenues are all derived from wholesale operations in Spain, the U.K., Switzerland and Germany. For most of its locations, the Company offers a loyalty reward program to its retail dispensary customers that allows customers who enroll in the program to earn reward points at point of sale for use on future purchases. Loyalty reward points earned by the Company’s retail customers are recognized as a reduction of revenue at the time of sale. Those earned points are recognized as Accrued expenses on the Consolidated Balance Sheets, until redeemed, expired or forfeited. As of December 31, 2023 and 2022, the Company’s Accrued loyalty payable totaled $5.3 million a nd $8.2 million , respectively, and is recognized within Accrued expenses on the Consolidated Balance Sheets. Management Fee Income Management fee income primarily represents revenue related to management services agreements (“MSAs”) pursuant to which the Company provides professional services, including cultivation, processing and retail know-how, back-office administration, intellectual property licensing, real estate leasing services and lending facilities to medical and adult-use cannabis licensees. In addition, management fee income includes royalty fees earned on third-party use of certain of the Company’s licenses, as well as consultation fees earned in the Company’s international operations. The Company recognizes management fee income on a straight-line basis over the term of the associated agreements as services are provided. Share-based compensation The Company recognizes compensation expense for all share-based awards, including stock options, performance stock units (“PSUs”) and restricted stock units (“RSUs”), granted to its employees and directors at the fair value of the awards on the date of grant. The Company uses the Black-Scholes valuation model to determine the grant-date fair value of stock options. The inputs into the Black-Scholes valuation model, including the expected term of the instrument, expected volatility, risk-free interest rate and dividend rate are determined by reference to the terms of the underlying instrument as well as the Company’s experience with similar instruments. In instances where stock options or units have performance or market conditions, the Company utilizes the Monte Carlo valuation model to simulate the various outcomes that affect the value of the stock options or units. Share-based compensation is amortized on a straight-line basis over the requisite service period of the share-based awards, which is generally the vesting period, and recognized within Share-based compensation on the Consolidated Statements of Operations, with a corresponding increase to Total shareholders’ equity on the Consolidated Balance Sheets . The amount recognized as an expense is adjusted to reflect the number of share-based awards for which the related service conditions are expected to be met, such that the total share-based compensation ultimately recognized by the Company is based on the number of share-based awards that meet the related service conditions at the vesting date. The Company recognizes the impact of forfeitures to its share-based compensation as they occur. Earnings per share, basic and diluted The Company presents basic and diluted earnings per share (“EPS”), as applicable. Basic EPS is calculated by dividing the profit or loss attributable to the Company’s shareholders by the weighted average number of shares outstanding during the reporting period. Diluted EPS is determined by adjusting the profit or loss attributable to the Company’s shareholders and the weighted average number of shares outstanding during the period, for the effects of all potentially dilutive instruments, which, for the Company, is comprised of share-based awards and convertible debt. Instruments with an anti-dilutive impact are excluded from the calculation of diluted EPS. The Company applies the treasury stock method to calculate the number of potentially dilutive securities with respect to its share-based awards and the if-converted method with respect to any outstanding convertible debt. Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Business combinations The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations (“ASC 805”), which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition or assumption of control. Non-controlling interests in the acquiree are measured at fair value on acquisition date. Acquisition related transaction costs are recognized as expenses in the period in which the costs are incurred. The excess of consideration transferred over the net assets acquired and liabilities assumed, is recognized as goodwill as of the acquisition date. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. The Company utilizes the guidance prescribed by ASC 805, which allows entities to use a screen test to determine if a transaction should be accounted for as a business combination or an asset acquisition. Under the optional screen test, where substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the transaction would be accounted for as an asset acquisition. Management performs a concentration test where appropriate and if the concentration of assets is 90% or above, the transaction is generally accounted for as an asset acquisition. In addition, if the assets acquired are not a business, the Company accounts for the transaction as an asset acquisition. Contingent consideration is measured at fair value at the date of acquisition and included as part of the consideration transferred in a business combination. Contingent consideration classified as a liability requires fair value remeasurement at the end of each reporting period, with adjustments to the fair value of the contingent liability recognized within Other income, net on the Consolidated Statements of Operations. Contingent consideration classified as equity is assessed at the end of each reporting period to determine whether equity classification remains appropriate. 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. Operating results associated with acquisitions are included in the consolidated financial statements from the date of acquisition. Asset acquisitions In accordance with ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, the Company defines asset acquisitions as those not pertaining to the acquisition of inputs, processes and outputs that constitute a business. The Company assigns carrying values to all the assets acquired and liabilities assumed in an asset acquisition based on their relative fair values. Fair value of financial instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in its 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. 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 — Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 — Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and Level 3 — Inputs for the asset or liability that are not based on observable market data. The Company elected to apply the beginning-of-period convention whereby all transfers into and out of Level 3 in the fair value hierarchy are deemed to have had occurred at the beginning of the reporting period. The Company does not reclassify its financial instruments within the fair value hierarchy subsequent to initial recognition, unless a change has occurred in its business model for managing financial instruments. Significant accounting judgments, estimates and assumptions The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of revenue, expenses, assets, liabilities and contingencies. Although actual results in subsequent periods may differ from these estimates, such estimates are developed based on the best information available to management and based on management’s best judgments at the time. The Company relies upon historical experience, observable trends and various other assumptions to develop reasonable significant estimates and assumptions, which are then regularly reviewed and updated, as needed, by management. Changes in estimates are accounted for prospectively and are based upon on-going trends or subsequent settlements and the sensitivity level of the estimates and assumptions to changes in facts and circumstances. Although management believes that all estimates are reasonable, actual results could differ from these estimates. The most significant assumptions and estimates underlying the Consolidated Financial Statements are described below: Consolidation When determining the appropriate basis of accounting for the Company’s interests in affiliates, the Company makes judgements about the degree of influence that it exerts directly or indirectly through an arrangement over the investees’ relevant activities. See Note 27 — Variable interest entities for further detail. Accounting for acquisitions and business combinations Classification of an acquisition as a business combination or asset acquisition hinges on whether the asset acquired constitutes a business, which can be a complex judgment. In determining the fair value of all identifiable assets, liabilities and contingent liabilities acquired, the most significant estimates are related to the valuation of contingent consideration and intangible assets. Management exercises judgement in estimating the probability and timing of when earn-outs are expected to be achieved, which is used as the basis for estimating fair value. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert may be engaged to apply the appropriate valuation techniques to management’s forecast of the total expected future net cash flows in order to estimate fair value. The primary intangible assets typically acquired in a business combination within the cannabis industry are cannabis licenses, as they provide companies with the ability to operate in additional markets. To estimate the fair value of intangible assets management exercises judgement in developing cash flow projections and choosing discount and terminal growth rates. The estimated fair value of intangible assets is most sensitive to changes in the discount rate applied. The terminal growth rate represents the rate at which businesses will continue to grow into perpetuity. Other significant assumptions include revenue, gross profit, operating expenses and anticipated capital expenditures which are based on the historical operations of the acquiree along with management’s projections. These valuations are closely linked to the assumptions made by management regarding future performance of the assets acquired and any changes in the discount rate applied. Contingent consideration payable as a result of a business combination is recorded at fair value at the date of acquisition. The fair value of contingent consideration is subject to significant judgments and estimates, such as projected future revenue. See Note 4 — Acquisitions for further detail. Share-based compensation The Company uses the Black-Scholes valuation model to determine the fair value of stock options granted to employees and directors under share-based awards, where appropriate. In instances where stock options or units have performance or market conditions, the Company utilizes the Monte Carlo valuation model to simulate the various outcomes that affect the value of the stock option or units. In estimating fair value, management is required to make certain significant assumptions and estimates such as the expected life of stock options or units, volatility of the Company’s future share price, risk free rates and future dividend yields. Changes in assumptions used to estimate fair value could result in materially different results. See Note 17 — Share-based compensation for further detail. Goodwill impairment Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired in accordance with ASC 350. In order to determine the amount, if any, the carrying value might be impaired, the Company performs the analysis on a reporting unit level using both an income and a market approach. Under the income approach, fair value is estimated on the present value of estimated cash flows (i.e. discounted cash flows). The market approach estimates |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Goodwill arising from acquisitions consists largely of the synergies and economies of scale expected from combining the operations of the businesses, providing the opportunity to expand the Company’s products into new markets, as well as other intangibles that do not qualify for separate recognition. These synergies include the elimination of redundant facilities and functions and the use of the Company’s existing commercial infrastructure to expand sales. None of the resultant goodwill from the following acquisitions are expected to be deductible for income tax purposes. 2023 Acquisitions Deseret Wellness, LLC On April 6, 2023 the Company completed the acquisition of Deseret Wellness (“Deseret”), the largest cannabis retail operator in Utah, with consideration consisting of cash and stock. The Deseret acquisition includes three retail dispensaries located in the cities of Park City, Provo and Payson. The Deseret acquisition immediately strengthened the Company’s retail footprint in Utah, providing the state's medical patients with a wide variety of quality products including cannabis flower, vape cartridges, edibles and concentrates. The Deseret acquisition was accounted for as a business combination. The following table presents the fair value of the assets acquired and liabilities assumed in the acquisition of Deseret as of the acquisition date and an allocation of the consideration to net assets acquired: Cash $ 1,360 Prepaid expenses and other current assets 137 Inventories, net 807 Property, plant and equipment, net 1,692 Right-of-use assets 406 Other assets 57 Licenses 10,620 Trade name 890 Non-compete agreements 230 Goodwill 7,002 Deferred tax liabilities (3,339) Liabilities assumed (5,242) Net assets acquired $ 14,620 Consideration paid in cash $ 2,067 Deferred consideration classified as a liability 12,553 Total consideration $ 14,620 Cash outflow, net of cash acquired $ 707 The fair value of the consideration, paid through the issuance of SVS, was based on a third-party valuation that took into account transfer restrictions and the time value of money. The Company incurred and expensed $0.3 million of transaction costs related to the acquisition of Deseret. Subsequent to the acquisition date, the Company recorded a measurement period adjustment to the purchase price allocation to remove the impact of inventory purchased by Deseret from Tryke (as defined herein) prior to being acquired by the Company. The measurement period adjustment reduced inventory and increased goodwill in the amount of $0.2 million. The acquisition remains subject to post-closing adjustments, and the Company is in the process of finalizing purchase price accounting. The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the acquisition had occurred as of January 1, 2023. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2023, or of the future consolidated operating results. For the Deseret acquisition, total unaudited pro forma revenue and net income for the year en ded December 31, 2023, was $13.7 million and $0.6 million, respectively. Revenue and net income from the acquired Deseret dispensaries included in the Consolidated Statement of Operations for the year en ded December 31, 2023, was $9.9 million and $0.6 million, respectively. Clever Leaves’ Asset Acquisition On July 5, 2023, Terra Verde LDA, a subsidiary of Curaleaf International Holdings Limited (“ Curaleaf International ”), acquired the assets, including all equipment and lease rights, of Clever Leaves’ EU-GMP certified cannabis processing and warehousing facility in Setubal, Portugal, for cash consideration, inclusive of direct transaction costs, of $2.7 million. The Clever Leaves acquisition strategically positioned the Company to begin expanding its cultivation capacity at Terra Verde to meet the expected growth across Europe, especially within the Company’s core markets: UK and Germany. 2022 Acquisitions Bloom Dispensaries On January 18, 2022, the Company completed the acquisition of Bloom Dispensaries (“Bloom”), a vertically integrated, single state cannabis operator in Arizona. The Bloom acquisition included four retail dispensaries located in the cities of Phoenix, Tucson, Peoria and Sedona as well as two adjacent cultivation and processing facilities totaling approximately 63,500 square feet of space located in north Phoenix. The Bloom acquisition strengthened the Company’s production and retail sales capabilities in the Arizona market. The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired: Cash $ 18,821 Accounts receivable, net 804 Prepaid expenses and other current assets 381 Inventories, net 3,694 Property, plant and equipment, net 5,225 Right-of-use assets 14,265 Other assets 122 Licenses 174,770 Trade name 2,230 Non-compete agreements 1,260 Goodwill 60,680 Deferred tax liabilities (42,713) Liabilities assumed (25,315) Net assets acquired $ 214,224 Consideration paid in cash, net of working capital adjustments $ 68,791 Note payable 145,433 Total consideration $ 214,224 Cash outflow, net of cash acquired $ 49,970 The Company incurred and expensed transaction costs of approximately $0.4 million related to the acquisition of Bloom. The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the Bloom acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the Bloom acquisition, total unaudited pro forma revenue and net loss for the year ended December 31, 2022, was $46.7 million and $31.2 million, respectively. Revenue and net loss from the acquired Bloom dispensaries included in the Consolidated Statement of Operations for the year ended December 31, 2022, was $43.1 million and $31.8 million, respectively. Sapphire Medical Clinics Limited On January 31, 2022, Curaleaf International Limited, a subsidiary of Curaleaf International, completed the acquisition of 100% of the equity interests of Sapphire Medical Clinics Limited (“Sapphire Medical”), a Care Quality Commission (CQC) registered private medical cannabis clinic providing telemedicine and face to face consultations to patients in the U.K. The acquisition of Sapphire Medical expanded the Company’s vertical integration of its business within the U.K. The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired: Cash $ 45 Accounts receivable, net 139 Prepaid expenses and other current assets 36 Other assets 40 Licenses 17,181 Deferred tax liabilities (3,264) Liabilities assumed (5,417) Net assets acquired $ 8,760 Consideration paid in cash $ 6,689 Contingent consideration payable 2,071 Total consideration $ 8,760 Cash outflow, net of cash acquired $ 6,644 The contingent consideration payable is related to an incremental earnout that may be paid in 2023 based on the Sapphire Medical business exceeding certain revenue, script and active patient count milestones during 2022. As disclosed in the ‘ Contingent Consideration’ section of this Note, in 2023, the Company settled the contingent consideration payable in full with a $4.1 million earnout payment to Sapphire. The Company incurred and capitalized transaction costs of approximately $0.1 million related to the acquisition of Sapphire Medical. The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the Sapphire Medical acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the Sapphire Medical acquisition, total unaudited pro forma revenue and net loss for the year ended December 31, 2022, was $2.0 million and $1.6 million, respectively. Revenue and net income from Sapphire Medical included in the Consolidated Statement of Operations for the year ended December 31, 2022, was $1.9 million and $0.4 million, respectively. NRPC Management, LLC On May 12, 2022, the Company completed the acquisition of NRPC Management, LLC (“NRPC Management”). Natural Remedy Patient Center, LLC (“NRPC”), a dispensary in Safford, Arizona, operates pursuant to a management services agreement with NRPC Management. NRPC was granted a Medical Marijuana Dispensary Registration Certificate and a Marijuana Establishment License allowing NRPC to lawfully engage in medical and recreational marijuana operations and sales in Arizona. The acquisition of NRPC Management provided the Company with the opportunity to continue expanding its domestic operations. The Company subsequently relocated the NRPC license to a new dispensary in Scottsdale, Arizona. The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired: Accounts receivable, net $ 2 Inventories, net 185 Licenses 21,448 Deferred tax liabilities (5,555) Liabilities assumed (3,318) Net assets acquired $ 12,762 Consideration paid in cash, net of working capital adjustments $ 9,927 Equity consideration 835 Deferred consideration classified as a liability 2,000 Total consideration $ 12,762 Cash outflow $ 9,927 The fair value of the consideration paid through the issuance of SVS was based on a third-party valuation that takes into account transfer restrictions and the time value of money. The SVS are subject to a lock-up agreement restricting trading of the SVS received, with a release of the SVS from such restrictions at the second anniversary of the closing date. Deferred consideration is related to the settlement of pending litigation. The Company incurred immaterial transaction costs related to the acquisition of NRPC Management. The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the NRPC Management acquisition, total unaudited pro forma revenue and net income for the year ended December 31, 2022, was $3.0 million and $0.8 million, respectively. For the year ended December 31, 2022, revenue from the acquired NRPC dispensary included in the Consolidated Statement of Operations was $1.2 million and net income was immaterial. Broad Horizon Holdings, LLC During the third quarter of 2022, the Company entered into an agreement with Broad Horizons Holdings, LLC (“BHH”) as part of a series of transactions, in which the Company agreed to delay the exercise of a call option. In accordance with ASC 810, Consolidation (“ASC 810”), the Company determined that this transaction resulted in a change in control, resulting in the Company’s ability to direct the relevant activities of BHH and exposure to the variable returns from its activities. The Company assumed the net assets of and began consolidating BHH as of July 1, 2022. The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date: Cash $ 5,498 Accounts receivable, net 176 Prepaid expenses and other current assets 176 Inventories, net 2,605 Property, plant and equipment, net 2,105 Right-of-use assets 1,420 Other assets 114 Liabilities assumed (9,712) Gain on change in control $ 2,382 The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the BHH transaction, total unaudited pro forma revenue and net income for the year ended December 31, 2022, was $23.5 million and $2.8 million, respectively. Revenue and net income from BHH included in the Consolidated Statement of Operations for the year ended December 31, 2022, was $10.6 million and $2.4 million, respectively. Pueblo West Organics On September 1, 2022, the Company completed the acquisition of Pueblo West Organics, LLC (“PWO”), a licensed cannabis processor in Pueblo, CO. PWO operates (i) a 75,960 square foot indoor licensed marijuana cultivation facility and processing facility; (ii) a 12,000 square foot licensed marijuana dispensary and cultivation facility; and (iii) a 2.1-acre licensed outdoor cultivation facility. The Company began actively marketing certain real estate assets associated with the transaction immediately upon acquisition, see Note 5 — Assets and liabilities held for sale for further details. The acquisition of PWO provided Curaleaf with additional capacity to achieve further vertical integration in Colorado. The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired: Cash $ 58 Accounts receivable, net 9 Prepaid expenses and other current assets 56 Inventories, net 379 Property, plant and equipment, net 358 Right-of-use assets 1,611 Licenses 5,803 Deferred tax liabilities (348) Liabilities assumed (1,892) Net assets acquired $ 6,034 Consideration paid in cash, net of working capital adjustments $ 6,034 Cash outflow, net of cash acquired $ 5,976 The Company incurred and capitalized $0.1 million transaction costs related to the acquisition of PWO. The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022 or of the future consolidated operating results. For the PWO acquisition, total unaudited pro forma for revenue and net loss for the year ended December 31, 2022 was $1.4 million and $9.7 million, respectively. Revenue and net loss from PWO included in the Consolidated Statement of Operations for the year ended December 31, 2022 was $0.1 million and $8.5 million, respectively. Four20 Pharma GmbH On September 16, 2022, Curaleaf International completed the acquisition of 55% of the outstanding equity interests of Four20 Pharma GmbH (“Four20”), a leading German distributor and manufacturer of medical cannabis. In connection with the transaction, the selling shareholders and Curaleaf International have entered into a put/call option which permits either party to trigger the roll-up of the remaining equity of Four20 two years after the launch of adult use cannabis sales in Germany but no later than the end of 2025, if adult use launch has not occurred by such date. The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired: Cash $ 7 Accounts receivable, net 964 Prepaid expenses and other current assets 311 Inventories, net 1,004 Property, plant and equipment, net 768 Right-of-use assets 437 Other assets 55 Licenses 24,790 Trade name 4,133 Goodwill 13,064 Deferred tax liabilities (9,484) Liabilities assumed (3,753) Net assets acquired $ 32,296 Consideration paid in cash $ 9,899 Equity consideration 3,458 Contingent consideration payable 4,406 Non-controlling interest 14,533 Total consideration $ 32,296 Cash outflow, net of cash acquired $ 9,892 The contingent consideration relates to true-up shares to be issued dependent upon the trading price of the SVS at the first and second anniversaries of the closing date. The NCI in Four20 relates to the 45% ownership held by the selling shareholders. The fair value of the consideration paid through the issuance of SVS was based on a third-party valuation that takes into account transfer restrictions and the time value of money. The SVS are subject to a lock-up agreement with each recipient restricting trading of the SVS received, with a release of 50% of SVS from such restrictions at each of the first and second anniversaries of the closing date. In 2023, the Company issued SVS valued at $3.4 million in satisfaction of the contingent consideration due to Four20 upon the first anniversary of the closing date. Subsequent to the acquisition date, the Company recorded a measurement period adjustment to the purchase price allocation which reduced accounts receivable and increased good will in the amount of $0.1 million. The Company incurred and expensed $1.1 million of transaction costs related to the acquisition of Four20. The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022 or of the future consolidated operating results. For the Four20 acquisition, total unaudited pro forma for revenue and net loss for the year ended December 31, 2022 was $10.5 million and $0.6 million, respectively. Revenue and net loss from Four20 included in the Consolidated Statement of Operations for the year ended December 31, 2022, was $4.4 million and $0.4 million, respectively. Tryke Companies On October 4, 2022, the Company completed the acquisition of Tryke Companies (dba Reef Dispensaries) (“Tryke”), a privately held, vertically integrated, multi-state cannabis operator. Upon closing of the acquisition, the Company owned and began operating six highly trafficked dispensaries under the Reef brand, with two retail stores in Arizona and four in Nevada, including the Phoenix metropolitan area, Las Vegas strip and North Las Vegas. Tryke currently offers a wide variety of in-house and third-party flower, concentrates, vape cartridges, edibles, topicals and CBD products at a range of price points. Tryke’s product portfolio, comprised of a wide variety of in-house and third-party flower, concentrates, vape cartridges, edibles, topicals and CBD, was highly complementary to the Company’s existing portfolio. The Tryke acquisition well-positioned the Company to expand its operations in Arizona, Nevada and Utah and offer consumers and retailers an even broader selection of premium cannabis products. The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired: Cash $ 5,428 Accounts receivable, net 958 Prepaid expenses and other current assets 988 Inventories, net 24,030 Property, plant and equipment, net 21,538 Right-of-use assets 47,957 Other assets 4,264 Licenses 73,330 Trade name 3,270 Non-compete agreements 1,750 Goodwill 38,155 Deferred tax liabilities (2,831) Liabilities assumed (57,679) Net assets acquired $ 161,158 Cash consideration, net of working capital adjustments $ 24,248 Equity consideration 11,666 Deferred consideration classified as a liability 56,730 Deferred consideration classified as equity 59,289 Contingent consideration payable 9,225 Total consideration $ 161,158 Cash outflow, net of cash acquired $ 18,820 A portion of the fair value of deferred consideration was based on a third-party valuation that takes into account the time value of money and consisted of (1) cash paid on the first anniversary of closing and (2) SVS issued to the sellers of Tryke on the first, second and third anniversary of closing. The cash components are recognized as Deferred consideration liability, while the equity components are recognized within Additional paid-in capital on the Consolidated Balance Sheets. In addition, the Company recognized a cash hold-back payable of $2.4 million, related to pending litigation, as Deferred consideration liability on the Consolidated Balance Sheets. The carrying value of the cash hold-back payable was assumed to be at fair value due to its short-term nature. In 2023, the Company made a cash payment of $27.4 million and issued $5.1 million SVS in satisfaction of the deferred consideration due to the sellers of Tryke on the first anniversary of closing. The Contingent consideration payable relates to Tryke achieving certain EBITDA targets and amounts related to indemnity claims. In January 2024, the Company issued 2,367,000 SVS to the sellers of Tryke upon expiration of the indemnification period, which expired 15 months after the closing date. The Company incurred and expensed $0.1 million of transaction costs related to the acquisition of Tryke. The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the acquisition had occurred as of January 1, 2022. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2022, or of the future consolidated operating results. For the Tryke acquisition, total unaudited pro forma revenue and net loss for the year ended December 31, 2022, was $77.0 million and $0.4 million, respectively. Revenue and net loss from Tryke included in the Consolidated Statement of Operations for the year ended December 31, 2022, was $16.3 million and $2.8 million, respectively. The Company has sought and is seeking a price adjustment of approximately $9.0 million in its favor in accordance with the price adjustment mechanism in the definitive purchase agreement between Tryke and the Company. The Company expects a court ruling on this matter to be delivered in the second quarter of 2024. Contingent consideration Contingent consideration recorded relates to the Company’s business combinations and asset acquisitions. As discussed in Note 2 — Basis of presentation and consolidation , contingent consideration payable is subject to significant judgment and estimates, such as projected future revenue. Refer to Note 26 — Fair value measurements and financial risk management for further discussion surrounding the inputs utilized in the fair value of contingent consideration. The changes in the contingent consideration liability as of December 31, 2023 and 2022 are as follows: HMS (1) MEOT EMMAC (2) Los Sueños Sapphire Four20 Tryke Total Carrying amount, December 31, 2021 $ — $ 44 $ 35,260 $ 2,690 $ — $ — $ — $ 37,994 Contingent consideration recognized on acquisition — — — — 2,071 4,406 9,225 15,702 Payments of contingent consideration — — (8,744) — — — — (8,744) Revaluation of contingent consideration 1,854 — (4,714) (2,690) 2,038 — (915) (4,427) Difference in exchange — — (3,309) — (214) 284 — (3,239) Loss on contingent consideration not paid — (44) (8,132) — — — — (8,176) Carrying amount, December 31, 2022 1,854 — 10,361 — 3,895 4,690 8,310 29,110 Payments of contingent consideration (1,854) — (4,529) — (4,112) (3,414) — (13,909) Revaluation of contingent consideration — — (1,729) — — 1,163 989 423 Difference in exchange — — 621 — 217 163 — 1,001 Carrying amount, December 31, 2023 — — 4,724 — — 2,602 9,299 16,625 Less: Current contingent consideration liability — — — — — (2,602) (9,299) (11,901) Contingent consideration liability $ — $ — $ 4,724 $ — $ — $ — $ — $ 4,724 (1) The Company completed its acquisition of the rights to the assets of HMS Health, LLC in May 2021. (2) Curaleaf International completed its acquisition of EMMAC Life Sciences Limited (“EMMAC”) in April 2021. The changes in the deferred consideration liability as of December 31, 2023 and 2022 are as follows: Deseret Tryke NRPC Total Carrying amount, December 31, 2021 $ — $ — $ — $ — Deferred consideration recognized on acquisition — 58,365 2,000 60,365 Interest expense on deferred consideration — 935 — 935 Carrying amount, December 31, 2022 — 59,300 2,000 61,300 Deferred consideration recognized on acquisition 12,553 — — 12,553 Interest expense on deferred consideration — 9,710 — 9,710 Change in fair value on deferred consideration paid (2,637) — — (2,637) Payments of deferred consideration (9,916) (27,358) — (37,274) Carrying amount, December 31, 2023 — 41,652 2,000 43,652 Less: Deferred consideration liability - current — 22,342 — 22,342 Deferred consideration liability $ — $ 19,310 $ 2,000 $ 21,310 |
Assets and liabilities held for
Assets and liabilities held for sale | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets and liabilities held for sale | Assets and liabilities held for sale The changes in assets and liabilities held for sale are as follows as of December 31, 2023 and 2022: Assets held for sale Discontinued Operations Held for Sale Entities Total Balance at December 31, 2021 $ 386,028 $ 77,503 $ 463,531 Transferred in/(out) (310,851) 27,772 (283,079) Balance at December 31, 2022 75,177 105,275 180,452 Transferred in/(out) (61,961) (100,696) (162,657) December 31, 2023 $ 13,216 $ 4,579 $ 17,795 Liabilities associated with assets held for sale Discontinued Operations Held for Sale Entities Total Balance at December 31, 2021 $ 24,321 $ 18,577 $ 42,898 Transferred in/(out) (5,107) (1,262) (6,369) Balance at December 31, 2022 19,214 17,315 36,529 Transferred in/(out) (10,927) (16,429) (27,356) December 31, 2023 $ 8,287 $ 886 $ 9,173 The following table summarizes the major classes of assets and liabilities classified as held for sale (excluding discontinued operations) as of December 31, 2023 and 2022: As of 2023 2022 Assets Cash and cash equivalents $ — $ 4,792 Accounts Receivable, net of allowance for credit losses — 9 Inventories, net 509 2,983 Total current assets 509 7,784 Tax receivable — 234 Property, plant and equipment, net 4,002 11,008 Right-of-use assets, finance lease, net 68 449 Intangible assets, net — 44,000 Goodwill — 41,677 Other assets — 123 Total non-current assets 4,070 97,491 Total assets $ 4,579 $ 105,275 Liabilities Accounts payable $ — $ 1,050 Accrued expenses — 771 Lease liability, finance lease 84 45 Lease liability, operating lease 368 — Current portion of notes payable — 7 Other current liabilities — 1,097 Total current liabilities 452 2,970 Deferred tax liability — 13,511 Lease liability, finance lease — 834 Lease liability, operating lease 434 — Total non-current liabilities 434 14,345 Total liabilities $ 886 $ 17,315 Former Grassroots Entities Grassroots: Illinois Assets Through the acquisition of Grassroots, the Company retained a transferable right to acquire the Illinois assets from former Grassroots affiliates companies that currently own three licensed Illinois medical dispensaries and nine adult use dispensaries (collectively, the “Illinois Assets”). The right to acquire the Illinois Assets may be exercised through the conversion of certain debt, which the Company treats as intercompany debt; should the Company exercise the right to acquire the Illinois Assets, there would be no impact to its statement of operations. Pursuant to the Grassroots Merger Agreement, the proceeds net of expenses and taxes from the sale of Curaleaf’s rights to the Illinois Assets shall be shared by the Company with the former owners of Grassroots as follows: (i) the first $25 million of net proceeds shall be retained by the Company; (ii) the next $25 million of net proceeds shall be remitted to the former Grassroots owners; and (iii) the Company shall keep 50% of the net proceeds above $50 million and the other 50% shall be remitted to the Grassroots owners (the “Illinois Waterfall Payment”). Also pursuant to the Grassroots Merger Agreement, the former Grassroots owners have the right to demand that, in lieu of receipt of a portion of the Illinois Waterfall Payment, that Curaleaf pay to them either (a) $25 million in cash or (b) a number of SVS that have market value equal to $30 million (the “Illinois Exit Payment”). The former owners of Grassroots gave notice of their intention to exercise their option for the Illinois Exit Payment in the form of cash and SVS in the amount of $28.3 million on October 14, 2022, which the Company paid during the fourth quarter of 2022. As a result, the Company gained the sole right to proceeds from the sale of the Illinois Assets. On April 1, 2021, Curaleaf and the owners of the Illinois Assets signed definitive agreements to sell the Illinois Assets to Parallel Illinois, LLC (“Parallel”), and the Company received a $10 million deposit from Parallel, which was refundable under limited circumstances. On February 25, 2022, the Company received correspondence from Parallel’s attorneys indicating Parallel was not in a position to complete the acquisition of the Illinois Assets due to lack of financing, among other reasons, and declaring the definitive agreements to purchase the Illinois Assets terminated. On February 2, 2022, the Company filed an arbitration against Parallel and certain principals of Parallel for breach of contract, fraudulent misrepresentation and other claims. As a result of the breach of contract, the Company determined that the $10 million deposit received from Parallel was no longer refundable and, accordingly, recognized a gain of $10 million within Other income, net in the Consolidated Statements of Operations during the year ended December 31, 2022. In September 2023, the Company and Parallel entered into a Confidential Settlement Agreement to settle the dispute in full (the “Parallel Settlement Agreement”). Under this agreement, the Company is to receive $0.5 million upon the consummation and closing of a restructuring, foreclosure or sale transaction involving all or substantially all the assets of Parallel and its subsidiaries, subject to certain conditions. As part of this settlement, Parallel formally released its claims against the Plaintiffs, including with respect to any claim for return of the $10 million deposit. See Note 24 — Commitments and contingencies . In the quarter ended June 2023, the Company terminated the marketing of the Illinois Assets and reclassified these assets from held for sale to held and used. Grassroots: Oklahoma and Arkansas Assets During the second quarter of 2022, the Company completed the sale of Grassroots Oklahoma, which resulted in a gain of approxima tely $1 million. During the third quarter of 2022, the Company completed the sale of its rights in its licensed cannabis dispensary in Little Rock, Arkansas, which resulted in a gain of approximately $4.5 million. Pueblo West Organics The Company completed its acquisition of PWO during the third quarter of 2022 (see Note 4 — Acquisitions for further detail) and immediately began actively marketing certain rights and interests for certain of the acquired real estate assets. The Company completed the sale of these real estate assets during the fourth quarter of 2022, which resulted in a gain of approximately $0.3 million. HMS Assets On May 4, 2021, the Company completed the sale of its rights to the assets of HMS Health, LLC and the cultivation and processing assets of HMS Processing, LLC (collectively, the “HMS Assets”) to TerrAscend Corp. for total consideration of $24.6 million, consisting of $22.4 million cash consideration and an interest bearing note receivable of $2.2 million. The note receivable was fully repaid in April 2022. The Company recognized a gain on sale of the HMS Assets of $1.5 million. Phytoscience Management Group, Inc. In November 2023, the Company signed a definitive agreement to sell 100% of the outstanding capital stock of Phytoscience Management Group, Inc. to Zenbarn Ventures, Inc. (“Zenbarn”) for cash consideration of $2.8 million, subject to working capital adjustments. In connection with the sale, the Company also signed an interim management services agreement with Zenbarn to provide certain administrative and operational support services. The sale, which remains contingent on regulatory approval, is expected to be completed by the quarter ended June 30, 2024. Rokshaw Limited In December 2023 , the Company signed a definitive asset purchase agreement to sell its noncannabis operations of Rokshaw Limited, a subsidiary of Curaleaf International Limited, inclusive of its inventory, tradename intangible asset and property, plant and equipment. Total cash consideration £3.5 million consists of £0.5 million payable upon signing of the definitive agreement, £1.85 million payable upon closing of the sale and £0.45 million payable on the first and second anniversary of the closing date. The sale, which remains subject to regulatory approval, is expected to be completed by the quarter ending March 31, 2024. Acres Assets In December 2023 , the Company signed a letter of intent to sell its rights and interests to certain assets of Acres Cultivation LLC, Acres Dispensary LLC, PT Nevada, Inc. and Acres Medical LLC (the “Acres Assets”) to GL Partners, Inc. (“GL Partners”) for total consideration of $3.3 million, which consists of cash consideration of $1.1 million and the issuance of a secured note with a principal amount of $2.2 million. In February 2024, the Company signed a definitive purchase agreement, and closing is expected to be completed by December 31, 2024, subject to certain regulatory approvals. North Shore Assets In the third quarter ended September 30, 2023, the Company entered into discussions with MassGrow, LLC (“MassGrow”) to sell the Company’s rights and interests to certain assets of Curaleaf North Shore, Inc. f/k/a Alternative Therapies Group, Inc. The Company, subsequently, signed a definitive agreement for this sale in January 2024 for cash consideration of $2.8 million. In connection with the sale, the Company also signed a bridge loan agreement to receive short-term working capital to MassGrow through the date of closing and an interim consulting agreement with MassGrow to receive certain administrative and operational support services. The sale, which remains contingent on regulatory approval, is expected to be completed in the quarter ended September 30, 2024, subject to certain extensions. On January 26, 2023, the Company announced a plan to discontinue operations in unprofitable business components with unfavorable regulatory environments. During the first quarter of 2023, the Company reported the operations in California, Oregon and Colorado as discontinued operations. During the third quarter of 2023, the Company reported the operations in Michigan, Kentucky and Adult-Use Maine as discontinued operations. These planned closures represent a strategic shift that will have a major effect on the Company’s operations and financial results. These discontinued operations are a component of the Company’s Domestic reportable segment. The planned closure of these business components met the held for sale and discontinued operations criteria under ASC 205 as of December 31, 2023 ; therefore, the Company has separately classified the financial results of these business components as Net loss from discontinued operations on the Consolidated Statements of Operations. Adult-Use Maine The Company signed a definitive agreement to sell its rights to the assets of Curaleaf Maine Adult Use, Inc. to Dirigo Naturals, LLC (“Dirigo”) in November 2023. The purchase agreement includes cash consideration of $0.1 million and the assumption of select liabilities. In connection with the sale, the Company also signed an interim management services agreement with Dirigo to operate the business on behalf of the Company. Closing of the sale, which remains contingent on regulatory approval, is expected to occur by the end of the quarter ending March 31, 2024. During the year en ded December 31, 2023, the Company recorded a loss on disposal of $0.4 million . Oregon The Company signed an asset purchase agreement, effective July 1, 2023, for the sale of its operations in Oregon to Hotbox Farms, LLC (“Hotbox Farms”). The purchase agreement includes cash consideration of $2.0 million due to the Company upon completion of the sale. In connection with the sale, the Company also signed a management services agreement with Hotbox Farms to operate the business on behalf of the Company and a licensing agreement to use certain intellectual property of the Company. During the year en ded December 31, 2023, the Company recorded a loss on disposal of $2.7 million. The sale was completed on March 1, 2024. Colorado On June 2, 2023, the Company signed a definitive real estate agreement to sell commercial property of Focused Investment Partners, LLC, located in Pueblo CO, for cash consideration of $0.4 million. The transaction closed on June 26, 2023. On June 7, 2023, the Company signed a definitive real estate agreement to sell two commercial properties of GG Real Estate, LLC, located in Pueblo, CO, to Appleland, LLC for cash consideration of $0.5 million. The transaction closed on July 13, 2023. On June 26, 2023, the Company signed a definitive purchase and sale agreement to sell its rights to the property of Los Suenos Farms, LLC, located in Avondale, Colorado, to Mammoth Cassa JV, LLC for cash consideration of $1.5 million. The transaction closed on June 26, 2023. Completion of these three sales resulted in a loss on disposal of $2.0 million . California On February 3, 2022, the Company signed a definitive membership interest purchase agreement to sell 100% of its membership interests in Raven Holdings, LLC, a California-based limited liability company to ECCA Investment Partners, LLC. The purchase agreement is equal to a total consideration of $3.0 million, consisting of cash consideration of $0.3 million and a note receivable of $2.8 million. The transaction closed on the signing date. Michigan and Kentucky The Company continues to actively market the assets of its discontinued operations in Michigan and Kentucky as of December 31, 2023. The following table summarizes the major classes of assets and liabilities of the Company’s discontinued operations as of December 31, 2023 and 2022: 2023 2022 Assets Accounts receivable, net of allowance for credit losses $ 4,356 $ 6,998 Inventories, net — 15,861 Prepaid expenses and other current assets 53 3,472 Total current assets 4,409 26,331 Deferred tax asset 8,514 13,328 Property, plant and equipment, net 293 23,820 Right-of-use assets, finance lease, net — 282 Right-of-use assets, operating lease, net — 4,491 Intangible assets, net — 6,708 Other assets — 217 Total non-current assets 8,807 48,846 Total assets $ 13,216 $ 75,177 Liabilities Accounts payable $ 665 $ 4,483 Accrued expenses 4,670 11,518 Lease liabilities, finance lease - current 28 26 Lease liabilities, operating lease - current 689 591 Notes payable - current 72 82 Total current liabilities 6,124 16,700 Notes payable, net 56 68 Lease liabilities, finance lease 285 313 Lease liabilities, operating lease 1,822 2,133 Total non-current liabilities 2,163 2,514 Total liabilities $ 8,287 $ 19,214 The following table summarizes the Company’s discontinued operations for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Total revenues, net $ 20,274 $ 60,922 Cost of goods sold 37,015 108,310 Gross loss (16,741) (47,388) Other operating expenses 13,771 29,972 Operating loss (30,512) (77,360) Total other expense, net (25,257) (62,581) Loss from discontinued operations before provision for income taxes (55,769) (139,941) Income tax benefit 4,387 28,319 Net loss from discontinued operations $ (51,382) $ (111,622) |
Discontinued operations
Discontinued operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | Assets and liabilities held for sale The changes in assets and liabilities held for sale are as follows as of December 31, 2023 and 2022: Assets held for sale Discontinued Operations Held for Sale Entities Total Balance at December 31, 2021 $ 386,028 $ 77,503 $ 463,531 Transferred in/(out) (310,851) 27,772 (283,079) Balance at December 31, 2022 75,177 105,275 180,452 Transferred in/(out) (61,961) (100,696) (162,657) December 31, 2023 $ 13,216 $ 4,579 $ 17,795 Liabilities associated with assets held for sale Discontinued Operations Held for Sale Entities Total Balance at December 31, 2021 $ 24,321 $ 18,577 $ 42,898 Transferred in/(out) (5,107) (1,262) (6,369) Balance at December 31, 2022 19,214 17,315 36,529 Transferred in/(out) (10,927) (16,429) (27,356) December 31, 2023 $ 8,287 $ 886 $ 9,173 The following table summarizes the major classes of assets and liabilities classified as held for sale (excluding discontinued operations) as of December 31, 2023 and 2022: As of 2023 2022 Assets Cash and cash equivalents $ — $ 4,792 Accounts Receivable, net of allowance for credit losses — 9 Inventories, net 509 2,983 Total current assets 509 7,784 Tax receivable — 234 Property, plant and equipment, net 4,002 11,008 Right-of-use assets, finance lease, net 68 449 Intangible assets, net — 44,000 Goodwill — 41,677 Other assets — 123 Total non-current assets 4,070 97,491 Total assets $ 4,579 $ 105,275 Liabilities Accounts payable $ — $ 1,050 Accrued expenses — 771 Lease liability, finance lease 84 45 Lease liability, operating lease 368 — Current portion of notes payable — 7 Other current liabilities — 1,097 Total current liabilities 452 2,970 Deferred tax liability — 13,511 Lease liability, finance lease — 834 Lease liability, operating lease 434 — Total non-current liabilities 434 14,345 Total liabilities $ 886 $ 17,315 Former Grassroots Entities Grassroots: Illinois Assets Through the acquisition of Grassroots, the Company retained a transferable right to acquire the Illinois assets from former Grassroots affiliates companies that currently own three licensed Illinois medical dispensaries and nine adult use dispensaries (collectively, the “Illinois Assets”). The right to acquire the Illinois Assets may be exercised through the conversion of certain debt, which the Company treats as intercompany debt; should the Company exercise the right to acquire the Illinois Assets, there would be no impact to its statement of operations. Pursuant to the Grassroots Merger Agreement, the proceeds net of expenses and taxes from the sale of Curaleaf’s rights to the Illinois Assets shall be shared by the Company with the former owners of Grassroots as follows: (i) the first $25 million of net proceeds shall be retained by the Company; (ii) the next $25 million of net proceeds shall be remitted to the former Grassroots owners; and (iii) the Company shall keep 50% of the net proceeds above $50 million and the other 50% shall be remitted to the Grassroots owners (the “Illinois Waterfall Payment”). Also pursuant to the Grassroots Merger Agreement, the former Grassroots owners have the right to demand that, in lieu of receipt of a portion of the Illinois Waterfall Payment, that Curaleaf pay to them either (a) $25 million in cash or (b) a number of SVS that have market value equal to $30 million (the “Illinois Exit Payment”). The former owners of Grassroots gave notice of their intention to exercise their option for the Illinois Exit Payment in the form of cash and SVS in the amount of $28.3 million on October 14, 2022, which the Company paid during the fourth quarter of 2022. As a result, the Company gained the sole right to proceeds from the sale of the Illinois Assets. On April 1, 2021, Curaleaf and the owners of the Illinois Assets signed definitive agreements to sell the Illinois Assets to Parallel Illinois, LLC (“Parallel”), and the Company received a $10 million deposit from Parallel, which was refundable under limited circumstances. On February 25, 2022, the Company received correspondence from Parallel’s attorneys indicating Parallel was not in a position to complete the acquisition of the Illinois Assets due to lack of financing, among other reasons, and declaring the definitive agreements to purchase the Illinois Assets terminated. On February 2, 2022, the Company filed an arbitration against Parallel and certain principals of Parallel for breach of contract, fraudulent misrepresentation and other claims. As a result of the breach of contract, the Company determined that the $10 million deposit received from Parallel was no longer refundable and, accordingly, recognized a gain of $10 million within Other income, net in the Consolidated Statements of Operations during the year ended December 31, 2022. In September 2023, the Company and Parallel entered into a Confidential Settlement Agreement to settle the dispute in full (the “Parallel Settlement Agreement”). Under this agreement, the Company is to receive $0.5 million upon the consummation and closing of a restructuring, foreclosure or sale transaction involving all or substantially all the assets of Parallel and its subsidiaries, subject to certain conditions. As part of this settlement, Parallel formally released its claims against the Plaintiffs, including with respect to any claim for return of the $10 million deposit. See Note 24 — Commitments and contingencies . In the quarter ended June 2023, the Company terminated the marketing of the Illinois Assets and reclassified these assets from held for sale to held and used. Grassroots: Oklahoma and Arkansas Assets During the second quarter of 2022, the Company completed the sale of Grassroots Oklahoma, which resulted in a gain of approxima tely $1 million. During the third quarter of 2022, the Company completed the sale of its rights in its licensed cannabis dispensary in Little Rock, Arkansas, which resulted in a gain of approximately $4.5 million. Pueblo West Organics The Company completed its acquisition of PWO during the third quarter of 2022 (see Note 4 — Acquisitions for further detail) and immediately began actively marketing certain rights and interests for certain of the acquired real estate assets. The Company completed the sale of these real estate assets during the fourth quarter of 2022, which resulted in a gain of approximately $0.3 million. HMS Assets On May 4, 2021, the Company completed the sale of its rights to the assets of HMS Health, LLC and the cultivation and processing assets of HMS Processing, LLC (collectively, the “HMS Assets”) to TerrAscend Corp. for total consideration of $24.6 million, consisting of $22.4 million cash consideration and an interest bearing note receivable of $2.2 million. The note receivable was fully repaid in April 2022. The Company recognized a gain on sale of the HMS Assets of $1.5 million. Phytoscience Management Group, Inc. In November 2023, the Company signed a definitive agreement to sell 100% of the outstanding capital stock of Phytoscience Management Group, Inc. to Zenbarn Ventures, Inc. (“Zenbarn”) for cash consideration of $2.8 million, subject to working capital adjustments. In connection with the sale, the Company also signed an interim management services agreement with Zenbarn to provide certain administrative and operational support services. The sale, which remains contingent on regulatory approval, is expected to be completed by the quarter ended June 30, 2024. Rokshaw Limited In December 2023 , the Company signed a definitive asset purchase agreement to sell its noncannabis operations of Rokshaw Limited, a subsidiary of Curaleaf International Limited, inclusive of its inventory, tradename intangible asset and property, plant and equipment. Total cash consideration £3.5 million consists of £0.5 million payable upon signing of the definitive agreement, £1.85 million payable upon closing of the sale and £0.45 million payable on the first and second anniversary of the closing date. The sale, which remains subject to regulatory approval, is expected to be completed by the quarter ending March 31, 2024. Acres Assets In December 2023 , the Company signed a letter of intent to sell its rights and interests to certain assets of Acres Cultivation LLC, Acres Dispensary LLC, PT Nevada, Inc. and Acres Medical LLC (the “Acres Assets”) to GL Partners, Inc. (“GL Partners”) for total consideration of $3.3 million, which consists of cash consideration of $1.1 million and the issuance of a secured note with a principal amount of $2.2 million. In February 2024, the Company signed a definitive purchase agreement, and closing is expected to be completed by December 31, 2024, subject to certain regulatory approvals. North Shore Assets In the third quarter ended September 30, 2023, the Company entered into discussions with MassGrow, LLC (“MassGrow”) to sell the Company’s rights and interests to certain assets of Curaleaf North Shore, Inc. f/k/a Alternative Therapies Group, Inc. The Company, subsequently, signed a definitive agreement for this sale in January 2024 for cash consideration of $2.8 million. In connection with the sale, the Company also signed a bridge loan agreement to receive short-term working capital to MassGrow through the date of closing and an interim consulting agreement with MassGrow to receive certain administrative and operational support services. The sale, which remains contingent on regulatory approval, is expected to be completed in the quarter ended September 30, 2024, subject to certain extensions. On January 26, 2023, the Company announced a plan to discontinue operations in unprofitable business components with unfavorable regulatory environments. During the first quarter of 2023, the Company reported the operations in California, Oregon and Colorado as discontinued operations. During the third quarter of 2023, the Company reported the operations in Michigan, Kentucky and Adult-Use Maine as discontinued operations. These planned closures represent a strategic shift that will have a major effect on the Company’s operations and financial results. These discontinued operations are a component of the Company’s Domestic reportable segment. The planned closure of these business components met the held for sale and discontinued operations criteria under ASC 205 as of December 31, 2023 ; therefore, the Company has separately classified the financial results of these business components as Net loss from discontinued operations on the Consolidated Statements of Operations. Adult-Use Maine The Company signed a definitive agreement to sell its rights to the assets of Curaleaf Maine Adult Use, Inc. to Dirigo Naturals, LLC (“Dirigo”) in November 2023. The purchase agreement includes cash consideration of $0.1 million and the assumption of select liabilities. In connection with the sale, the Company also signed an interim management services agreement with Dirigo to operate the business on behalf of the Company. Closing of the sale, which remains contingent on regulatory approval, is expected to occur by the end of the quarter ending March 31, 2024. During the year en ded December 31, 2023, the Company recorded a loss on disposal of $0.4 million . Oregon The Company signed an asset purchase agreement, effective July 1, 2023, for the sale of its operations in Oregon to Hotbox Farms, LLC (“Hotbox Farms”). The purchase agreement includes cash consideration of $2.0 million due to the Company upon completion of the sale. In connection with the sale, the Company also signed a management services agreement with Hotbox Farms to operate the business on behalf of the Company and a licensing agreement to use certain intellectual property of the Company. During the year en ded December 31, 2023, the Company recorded a loss on disposal of $2.7 million. The sale was completed on March 1, 2024. Colorado On June 2, 2023, the Company signed a definitive real estate agreement to sell commercial property of Focused Investment Partners, LLC, located in Pueblo CO, for cash consideration of $0.4 million. The transaction closed on June 26, 2023. On June 7, 2023, the Company signed a definitive real estate agreement to sell two commercial properties of GG Real Estate, LLC, located in Pueblo, CO, to Appleland, LLC for cash consideration of $0.5 million. The transaction closed on July 13, 2023. On June 26, 2023, the Company signed a definitive purchase and sale agreement to sell its rights to the property of Los Suenos Farms, LLC, located in Avondale, Colorado, to Mammoth Cassa JV, LLC for cash consideration of $1.5 million. The transaction closed on June 26, 2023. Completion of these three sales resulted in a loss on disposal of $2.0 million . California On February 3, 2022, the Company signed a definitive membership interest purchase agreement to sell 100% of its membership interests in Raven Holdings, LLC, a California-based limited liability company to ECCA Investment Partners, LLC. The purchase agreement is equal to a total consideration of $3.0 million, consisting of cash consideration of $0.3 million and a note receivable of $2.8 million. The transaction closed on the signing date. Michigan and Kentucky The Company continues to actively market the assets of its discontinued operations in Michigan and Kentucky as of December 31, 2023. The following table summarizes the major classes of assets and liabilities of the Company’s discontinued operations as of December 31, 2023 and 2022: 2023 2022 Assets Accounts receivable, net of allowance for credit losses $ 4,356 $ 6,998 Inventories, net — 15,861 Prepaid expenses and other current assets 53 3,472 Total current assets 4,409 26,331 Deferred tax asset 8,514 13,328 Property, plant and equipment, net 293 23,820 Right-of-use assets, finance lease, net — 282 Right-of-use assets, operating lease, net — 4,491 Intangible assets, net — 6,708 Other assets — 217 Total non-current assets 8,807 48,846 Total assets $ 13,216 $ 75,177 Liabilities Accounts payable $ 665 $ 4,483 Accrued expenses 4,670 11,518 Lease liabilities, finance lease - current 28 26 Lease liabilities, operating lease - current 689 591 Notes payable - current 72 82 Total current liabilities 6,124 16,700 Notes payable, net 56 68 Lease liabilities, finance lease 285 313 Lease liabilities, operating lease 1,822 2,133 Total non-current liabilities 2,163 2,514 Total liabilities $ 8,287 $ 19,214 The following table summarizes the Company’s discontinued operations for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Total revenues, net $ 20,274 $ 60,922 Cost of goods sold 37,015 108,310 Gross loss (16,741) (47,388) Other operating expenses 13,771 29,972 Operating loss (30,512) (77,360) Total other expense, net (25,257) (62,581) Loss from discontinued operations before provision for income taxes (55,769) (139,941) Income tax benefit 4,387 28,319 Net loss from discontinued operations $ (51,382) $ (111,622) |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts receivable, net | Accounts receivable, net Accounts receivable, net consist of the following as of December 31, 2023 and 2022: 2023 2022 Trade accounts receivable $ 59,998 $ 44,423 Other receivables 2,379 4,798 Total trade accounts and other receivables 62,377 49,221 Less: allowance for credit losses (6,717) (4,042) Accounts receivable, net $ 55,660 $ 45,179 Changes in the Company’s allowance for credit losses were as follows: 2023 2022 Allowance for credit losses as of January 1, $ (4,042) $ (1,056) Provision (7,541) (4,511) Charge-offs and recoveries 4,866 1,525 Allowance for credit losses as of December 31, $ (6,717) $ (4,042) |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories consist of the following as of December 31, 2023 and 2022: 2023 2022 Raw materials: Cannabis $ 30,054 $ 49,461 Non-Cannabis 22,064 15,113 Total raw materials 52,118 64,574 Work-in-process 72,988 102,050 Finished goods 90,807 68,158 Inventories, net $ 215,913 $ 234,782 During the year ended December 31, 2023 and 2022, the Company recorded inventory write downs totaling $13.2 million and $14.4 million, respectively, within Cost of goods sold on the Consolidated Statements of Operations related to aged, obsolete or unsellable inventories, inventories that did not meet the Company’s quality standards and inventories whose carrying value exceeded the estimated NRV. |
Note receivable
Note receivable | 12 Months Ended |
Dec. 31, 2023 | |
Financing Receivable, after Allowance for Credit Loss [Abstract] | |
Note receivable | Note receivable Note receivable consists of the following as of December 31, 2023 and 2022: 2023 2022 Current portion of note receivable $ 7,020 $ — In connection with the Company’s acquisition of all assets of Grace & Co. (dba Dark Heart Nursery), as further discussed in Note 28 — Subsequent events , the Company issued a $7.0 million interest bearing promissory note to the seller on October 27, 2023. The Company closed on its acquisition of Dark Heart Nursery in January 2024 and will reflect the subsequent accounting for this note receivable in connection with its completion of the purchase price allocation for this acquisition. Information about the Company’s exposure to credit and market risks and impairment losses for notes receivable is included in Note 26 — Fair value measurements and financial risk management . |
Property, plant and equipment,
Property, plant and equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment, net consist of the following as of December 31, 2023 and 2022: 2023 2022 Land $ 8,026 $ 6,576 Building and improvements 514,777 442,749 Furniture and fixtures 168,846 180,179 Information technology 20,113 5,105 Construction in progress 43,704 81,032 Total property, plant and equipment 755,466 715,641 Less: Accumulated depreciation (183,839) (119,795) Property, plant and equipment, net $ 571,627 $ 595,846 Assets included in construction in progress represent projects related to both cultivation and dispensary facilities not yet completed or otherwise not ready for use. Depreciation expense totaled $74.8 million and $53.4 million for the years ended December 31, 2023 and 2022, respectively, which includes $48.5 million and $36.0 million recognized as cost of goods sold and $26.3 million and $17.4 million recognized as a part of operating expenses in the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022, respectively. Asset Specific Impairment The Company reviews the carrying value of its property, plant and equipment at each reporting period for indicators of impairment. During the year ended December 31, 2023, the Company recognized $8.6 million of impairment expense in connection with the reclassification of certain property, plant and equipment to held for sale during 2023. Due to reduced forecasts for future operating performance at three of the Company’s operations in Nevada, the Company evaluated the recoverability of the associated property, plant and equipment and determined that the carrying value of these assets were not recoverable. Therefore, the Company recorded impairment losses of $7.5 million for the property, plant and equipment associated with the three Nevada entities including Acres Cultivation, Acres Dispensary and House of Herb. In addition, the Company recorded an impairment loss of $1.1 million for the property, plant and equipment associated with Kentucky due to the Company’s exit of its operations in the state. See Note 5 — Assets and liabilities held for sale and Note 6 — Discontinued operations for further detail. During the year ended December 31, 2022, due to reduced forecasts for future operating performance at the Company’s California and Colorado operations, which was an attributing factor in the Company’s decision to close the majority of operations in California and Colorado, the Company evaluated the recoverability of the associated property, plant and equipment and determined that the carrying value of these assets were not recoverable. Therefore, the Company recorded impairment losses of $0.2 million and $4.9 million for the property, plant and equipment within the California asset group and Colorado asset group, respectively. In addition, due to the Company’s decision to consolidate cultivation and processing operations in Massachusetts through the exit of its cultivation facility in Amesbury, Massachusetts, the Company determined that the carrying value of the ROU asset associated with this cultivation facility was also not recoverable and recorded an impairment loss of $3.8 million. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases real estate used for dispensaries, cultivation facilities, production plants and corporate offices. Lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Some of the Company’s leases contain cancellation options and/or renewal options in the event the Company is unable to obtain regulatory approval and permitting for a selected site, as well as other contingencies. In general, neither cancellation nor renewal options are recognized as part of the Company’s measurement of its ROU assets and lease liabilities, until the option period has expired without exercise or until the Company is reasonably certain it will not exercise the option. The Company utilizes its incremental borrowing rate to calculate the present value of contractual lease payments, because the interest rate implicit in the Company’s lease arrangements is not readily determinable. Certain real estate leases require payment for taxes, insurance, maintenance and other common area charges. These variable expenses are considered non-lease components. These variable payments are excluded from the measurements of the Company’s ROU assets and lease liabilities and are expensed as incurred. The Company accounts for its real estate leases and related fixed non-lease components together as a single component. Certain of the Company’s real estate leases typically include extension options for a period ranging from 1 to 10 years. Some dispensary and office space leases include extension options exercisable up to one year before the end of the initial cancellable lease term. Typically, renewal options are for an additional period of five years after the end of the initial lease term, the exercise of which is at the Company’s discretion. Lease payments are in-substance fixed, and certain real estate leases include annual escalation clauses with reference to an index or contractual rate. The Company has historically entered into transactions wherein the Company sold real estate property or equipment to a buyer and simultaneously leased back all, or a portion of, the same asset for all, or part of, the asset’s remaining economic life. Transactions such as these are evaluated to determine whether sale-leaseback accounting is required. If the Company determines that it has retained control of the property or equipment, the Company recognizes the financed leased asset within Property, plant and equipment, net, with a corresponding increase to Financial obligation on the Consolidated Balance Sheets. The Company uses the effective interest method to allocate lease cash payments between reduction of the financial obligation and recognition of interest expense within Interest expense related to lease liabilities and financial obligations on the Consolidated Statements of Operations. Leases with an initial term of 12 months or less (“short-term”) and leases of machinery and equipment that are of low-value are not recorded on the Consolidated Balance Sheets. The Company’s expenses related to its short-term and low-value leases were immaterial during the years ended December 31, 2023 and 2022. The components of the Company’s lease costs, including sale leaseback arrangements, recognized in the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 are as follows: Year ended December 31, 2023 2022 Finance lease cost: Amortization of ROU assets $ 15,406 $ 11,770 Interest on finance lease liabilities 18,265 17,315 Total finance lease cost $ 33,671 $ 29,085 Sale leaseback financial obligations: Interest on financial obligations $ 24,151 $ 16,326 Depreciation on assets associated with sale leaseback financial obligations 17,715 14,652 Total financial obligation cost $ 41,866 $ 30,978 Operating lease expense $ 28,876 $ 22,470 Total lease costs (1) $ 104,413 $ 82,533 (1) Excludes expenses for short-term lease and low-value leases due to immateriality of the amounts therein. ROU assets and lease liabilities as of December 31, 2023 and 2022 consist of the following: 2023 2022 Operating leases Finance leases Operating leases Finance leases Lease assets and liabilities: Right-of-use assets $ 158,547 $ 183,820 $ 141,300 $ 181,505 Accumulated amortization (40,112) (40,617) (23,145) (24,919) Right-of-use assets, net $ 118,435 $ 143,203 $ 118,155 $ 156,586 Lease liabilities - current $ 15,993 $ 9,428 $ 17,001 $ 8,340 Lease liabilities - non-current 110,398 159,961 113,307 167,411 Total lease liabilities $ 126,391 $ 169,389 $ 130,308 $ 175,751 As of December 31, 2023 As of December 31, 2022 Financed property and equipment, net of accumulated depreciation of $46.0 million and $28.3 million, respectively $ 176,569 $ 194,253 In June 2022, the Company entered into three sale and leaseback transactions for building improvements and equipment at cultivation and processing sites in Florida, Illinois and Pennsylvania, all of which resulted in the Company retaining control of the leased assets. The Company recognized these assets, with a net book value of $48.7 million, as financed property and equipment within Property, plant and equipment, net on the Consolidated Balance Sheets. The Company also recognized financial obligations for the associated sales proceeds totaling $50.1 million, which is being amortized over lease periods of 13 to 14 years. The company deferred $1.4 million of gains from these three transactions that will be recognized over the respective terms of the financial obligations. In August 2022, the Company exercised an option to purchase a leased cultivation site in Massachusetts, which was previously the subject of a sale and leaseback transaction in 2021, from the existing lessor for $15.0 million. The Company had previously constructed building improvements to the property with a net book value of $10.2 million. The Company sold the newly purchased building and improvements for $21.5 million and, simultaneously, entered into a 23-year sale and leaseback agreement for the sold assets. The Company recognized a loss on disposal of Building and improvements of $3.9 million within Other income, net on the Consolidated Statements of Operations. Since the Company maintained control of the building and improvements, these assets, with a net book value of $21.5 million, were recognized on the Consolidated Balance Sheets as financed property and equipment. The Company also recognized a financial obligation for the sale proceeds of $21.5 million. Net proceeds from the sale and leaseback transaction was $5.4 million. In December 2022, the Company sold cultivation and processing equipment with a net book value of $9.7 million and leased it back under a four year agreement. At the end of the four years, the Company has an option to purchase the equipment for one dollar, which it expects to exercise. The Company recognizes this cultivation and processing equipment within the Consolidated Balance Sheets as financed property and equipment. The Company also recognized a financial obligation for the sale proceeds of $9.7 million. Asset Specific Impairment During the year ended December 31, 2022, due to reduced forecasts for future operating performance at the Company’s California and Colorado operations, which was an attributing factor in the Company’s decision to close the majority of operations in the California and Colorado markets, the Company evaluated the recoverability of the asset groups to determine if the carrying values were in excess of respective fair values. It was determined that the carrying value of the California and Colorado asset groups exceeded their estimated future undiscounted cash flows; and therefore, the Company recorded impairment losses of $0.8 million in the California asset group related to ROU assets and $4 million in the Colorado asset group related to ROU assets, respectively. Further, due to the Company’s decision to consolidate cultivation and processing operations in Massachusetts through the exit of its Amesbury facility, the Company determined that the ROU Asset at the Amesbury Cultivation facility was also not recoverable and recorded an impairment loss of $1 million. These impairments were all recorded within the Domestic reportable segment. During the year ended December 31, 2023, due to the Company’s decision to exit its operations at the House of Herbs facility in Nevada, the Company determined that the carrying value of the associated ROU asset was not recoverable and recorded an impairment loss of $0.2 million. The Company recognizes impairment losses within Loss on impairment on the Consolidated Statements of Operations. Cash flows associated with the Company’s operating and finance leases for the years ended December 31, 2023 and 2022 are as follows: Year ended December 31, 2023 2022 Operating cash flows from finance leases $ (18,265) $ (17,315) Operating cash flows from operating leases (29,352) (22,112) Operating cash flows from sale leaseback financial obligations (24,150) (19,746) Financing cash flows from finance leases (8,474) (5,586) Financing cash flows from sale leaseback financial obligations (4,551) (3,089) Proceeds from sale leasebacks accounted for as financial obligations 243 65,241 Total cash flow from lease activities $ (84,549) $ (2,607) 2023 2022 Weighted average remaining lease term (in years) - Finance leases 10.1 11.0 Weighted average remaining lease term (in years) - Operating leases 6.9 7.7 Weighted average discount rate - Finance leases 10.70 % 10.62 % Weighted average discount rate - Operating leases 10.50 % 9.87 % Maturities of the Company’s lease liabilities, under non-cancelable leases, as of December 31, 2023, are as follows: Operating Leases Finance Leases Financial Obligations Year ending December 31, 2024 $ 28,298 $ 26,820 $ 29,518 2025 26,291 27,371 30,273 2026 25,294 27,709 31,086 2027 23,960 28,273 28,953 2028 22,385 27,722 29,772 2029 and thereafter 53,521 150,895 239,477 Total undiscounted remaining minimum lease payments 179,749 288,790 389,079 Less: imputed interest (53,358) (119,401) (174,407) Total discounted remaining minimum lease payments $ 126,391 $ 169,389 $ 214,672 |
Leases | Leases The Company leases real estate used for dispensaries, cultivation facilities, production plants and corporate offices. Lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Some of the Company’s leases contain cancellation options and/or renewal options in the event the Company is unable to obtain regulatory approval and permitting for a selected site, as well as other contingencies. In general, neither cancellation nor renewal options are recognized as part of the Company’s measurement of its ROU assets and lease liabilities, until the option period has expired without exercise or until the Company is reasonably certain it will not exercise the option. The Company utilizes its incremental borrowing rate to calculate the present value of contractual lease payments, because the interest rate implicit in the Company’s lease arrangements is not readily determinable. Certain real estate leases require payment for taxes, insurance, maintenance and other common area charges. These variable expenses are considered non-lease components. These variable payments are excluded from the measurements of the Company’s ROU assets and lease liabilities and are expensed as incurred. The Company accounts for its real estate leases and related fixed non-lease components together as a single component. Certain of the Company’s real estate leases typically include extension options for a period ranging from 1 to 10 years. Some dispensary and office space leases include extension options exercisable up to one year before the end of the initial cancellable lease term. Typically, renewal options are for an additional period of five years after the end of the initial lease term, the exercise of which is at the Company’s discretion. Lease payments are in-substance fixed, and certain real estate leases include annual escalation clauses with reference to an index or contractual rate. The Company has historically entered into transactions wherein the Company sold real estate property or equipment to a buyer and simultaneously leased back all, or a portion of, the same asset for all, or part of, the asset’s remaining economic life. Transactions such as these are evaluated to determine whether sale-leaseback accounting is required. If the Company determines that it has retained control of the property or equipment, the Company recognizes the financed leased asset within Property, plant and equipment, net, with a corresponding increase to Financial obligation on the Consolidated Balance Sheets. The Company uses the effective interest method to allocate lease cash payments between reduction of the financial obligation and recognition of interest expense within Interest expense related to lease liabilities and financial obligations on the Consolidated Statements of Operations. Leases with an initial term of 12 months or less (“short-term”) and leases of machinery and equipment that are of low-value are not recorded on the Consolidated Balance Sheets. The Company’s expenses related to its short-term and low-value leases were immaterial during the years ended December 31, 2023 and 2022. The components of the Company’s lease costs, including sale leaseback arrangements, recognized in the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 are as follows: Year ended December 31, 2023 2022 Finance lease cost: Amortization of ROU assets $ 15,406 $ 11,770 Interest on finance lease liabilities 18,265 17,315 Total finance lease cost $ 33,671 $ 29,085 Sale leaseback financial obligations: Interest on financial obligations $ 24,151 $ 16,326 Depreciation on assets associated with sale leaseback financial obligations 17,715 14,652 Total financial obligation cost $ 41,866 $ 30,978 Operating lease expense $ 28,876 $ 22,470 Total lease costs (1) $ 104,413 $ 82,533 (1) Excludes expenses for short-term lease and low-value leases due to immateriality of the amounts therein. ROU assets and lease liabilities as of December 31, 2023 and 2022 consist of the following: 2023 2022 Operating leases Finance leases Operating leases Finance leases Lease assets and liabilities: Right-of-use assets $ 158,547 $ 183,820 $ 141,300 $ 181,505 Accumulated amortization (40,112) (40,617) (23,145) (24,919) Right-of-use assets, net $ 118,435 $ 143,203 $ 118,155 $ 156,586 Lease liabilities - current $ 15,993 $ 9,428 $ 17,001 $ 8,340 Lease liabilities - non-current 110,398 159,961 113,307 167,411 Total lease liabilities $ 126,391 $ 169,389 $ 130,308 $ 175,751 As of December 31, 2023 As of December 31, 2022 Financed property and equipment, net of accumulated depreciation of $46.0 million and $28.3 million, respectively $ 176,569 $ 194,253 In June 2022, the Company entered into three sale and leaseback transactions for building improvements and equipment at cultivation and processing sites in Florida, Illinois and Pennsylvania, all of which resulted in the Company retaining control of the leased assets. The Company recognized these assets, with a net book value of $48.7 million, as financed property and equipment within Property, plant and equipment, net on the Consolidated Balance Sheets. The Company also recognized financial obligations for the associated sales proceeds totaling $50.1 million, which is being amortized over lease periods of 13 to 14 years. The company deferred $1.4 million of gains from these three transactions that will be recognized over the respective terms of the financial obligations. In August 2022, the Company exercised an option to purchase a leased cultivation site in Massachusetts, which was previously the subject of a sale and leaseback transaction in 2021, from the existing lessor for $15.0 million. The Company had previously constructed building improvements to the property with a net book value of $10.2 million. The Company sold the newly purchased building and improvements for $21.5 million and, simultaneously, entered into a 23-year sale and leaseback agreement for the sold assets. The Company recognized a loss on disposal of Building and improvements of $3.9 million within Other income, net on the Consolidated Statements of Operations. Since the Company maintained control of the building and improvements, these assets, with a net book value of $21.5 million, were recognized on the Consolidated Balance Sheets as financed property and equipment. The Company also recognized a financial obligation for the sale proceeds of $21.5 million. Net proceeds from the sale and leaseback transaction was $5.4 million. In December 2022, the Company sold cultivation and processing equipment with a net book value of $9.7 million and leased it back under a four year agreement. At the end of the four years, the Company has an option to purchase the equipment for one dollar, which it expects to exercise. The Company recognizes this cultivation and processing equipment within the Consolidated Balance Sheets as financed property and equipment. The Company also recognized a financial obligation for the sale proceeds of $9.7 million. Asset Specific Impairment During the year ended December 31, 2022, due to reduced forecasts for future operating performance at the Company’s California and Colorado operations, which was an attributing factor in the Company’s decision to close the majority of operations in the California and Colorado markets, the Company evaluated the recoverability of the asset groups to determine if the carrying values were in excess of respective fair values. It was determined that the carrying value of the California and Colorado asset groups exceeded their estimated future undiscounted cash flows; and therefore, the Company recorded impairment losses of $0.8 million in the California asset group related to ROU assets and $4 million in the Colorado asset group related to ROU assets, respectively. Further, due to the Company’s decision to consolidate cultivation and processing operations in Massachusetts through the exit of its Amesbury facility, the Company determined that the ROU Asset at the Amesbury Cultivation facility was also not recoverable and recorded an impairment loss of $1 million. These impairments were all recorded within the Domestic reportable segment. During the year ended December 31, 2023, due to the Company’s decision to exit its operations at the House of Herbs facility in Nevada, the Company determined that the carrying value of the associated ROU asset was not recoverable and recorded an impairment loss of $0.2 million. The Company recognizes impairment losses within Loss on impairment on the Consolidated Statements of Operations. Cash flows associated with the Company’s operating and finance leases for the years ended December 31, 2023 and 2022 are as follows: Year ended December 31, 2023 2022 Operating cash flows from finance leases $ (18,265) $ (17,315) Operating cash flows from operating leases (29,352) (22,112) Operating cash flows from sale leaseback financial obligations (24,150) (19,746) Financing cash flows from finance leases (8,474) (5,586) Financing cash flows from sale leaseback financial obligations (4,551) (3,089) Proceeds from sale leasebacks accounted for as financial obligations 243 65,241 Total cash flow from lease activities $ (84,549) $ (2,607) 2023 2022 Weighted average remaining lease term (in years) - Finance leases 10.1 11.0 Weighted average remaining lease term (in years) - Operating leases 6.9 7.7 Weighted average discount rate - Finance leases 10.70 % 10.62 % Weighted average discount rate - Operating leases 10.50 % 9.87 % Maturities of the Company’s lease liabilities, under non-cancelable leases, as of December 31, 2023, are as follows: Operating Leases Finance Leases Financial Obligations Year ending December 31, 2024 $ 28,298 $ 26,820 $ 29,518 2025 26,291 27,371 30,273 2026 25,294 27,709 31,086 2027 23,960 28,273 28,953 2028 22,385 27,722 29,772 2029 and thereafter 53,521 150,895 239,477 Total undiscounted remaining minimum lease payments 179,749 288,790 389,079 Less: imputed interest (53,358) (119,401) (174,407) Total discounted remaining minimum lease payments $ 126,391 $ 169,389 $ 214,672 |
Intangible assets, net and Good
Intangible assets, net and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net and Goodwill | Intangible assets, net and Goodwill Intangible assets, net Identifiable intangible assets consist of the following as of December 31, 2023 and 2022: December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets: Licenses and service agreements $ 1,279,705 $ (248,083) $ 1,031,622 Trade names 167,009 (41,998) 125,011 Non-compete agreements 31,716 (15,904) 15,812 Intangible assets, net $ 1,478,430 $ (305,985) $ 1,172,445 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets: Licenses and service agreements $ 1,218,987 $ (163,423) $ 1,055,564 Trade names 165,592 (28,615) 136,977 Non-compete agreements 31,554 (10,792) 20,762 Intangible assets, net $ 1,416,133 $ (202,830) $ 1,213,303 The gross carrying amount of intangible assets increased by $62.3 million during the year ended December 31, 2023. The difference was primarily due to the reclassification of certain assets previously classified as held for sale to held for use coupled with additions from the acquisition of Deseret Wellness. Amortization of intangible assets was $105.7 million and $92.6 million for the years ended December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, the Company determined that the estimated useful lives for the tradenames it acquired in the Tryke acquisition and in the EMMAC acquisition had shorter useful lives than were initially determined at the respective acquisition dates. A change in the estimated useful life of a long-lived asset is a change in accounting estimate to be accounted for prospectively. Accordingly, the Company accelerated the amortization of these two tradenames to reflect their revised remaining useful lives, which now end in fiscal year 2024. The following table outlines the Company’s estimated annual amortization expense over the next five years related to its intangible assets as of December 31, 2023: Year Ending December 31, Estimated Amortization 2024 $ 105,289 2025 95,219 2026 94,702 2027 94,109 2028 90,689 At December 31, 2023, the weighted average amortization period remaining for intangible assets was 12.33 years . Asset Specific Impairment The Company recognized impairment loss of $7.8 million on its intangible assets for the year ended December 31, 2023, in connection with certain of the Company’s operations in Nevada classified as held-for-sale during the year ended December 31, 2023. During the year ended December 31, 2022, due to reduced forecasts for future operating performance at the Company’s California and Colorado operations, which was a contributing factor in the Company’s decision to close the majority of operations in the California and Colorado, the Company evaluated the recoverability of the asset groups to determine if the carrying values were in excess of their respective fair values. It was determined that the carrying value of the California and Colorado asset groups exceeded their estimated future undiscounted cash flows; and therefore, the Company recorded impairment losses of $0.3 million in the California asset group and $13.9 million in the Colorado asset group. Evaluation of the obsolescence of intangible assets in the Massachusetts market related to the planned exit of the Amesbury Cultivation facility resulted in an impairment loss of $19.4 million. Finally, additional intangible asset impairments were recorded in the Company’s North Dakota and Oregon asset groups in connection with the Company’s annual impairment assessment totaling $3.6 million. These impairment losses were all recorded within the Domestic reportable segment. The Company recognizes impairment losses within Loss on impairment on the Consolidated Statements of Operations. Goodwill The changes in the carrying amount of goodwill by segment and in total were as follows: Domestic International Total Balance at December 31, 2021 $ 511,420 $ 60,234 $ 571,654 Purchase price adjustments (Note 4) — 2,445 2,445 Divestitures (1,630) — (1,630) Loss on Impairment (55,422) — (55,422) Acquisitions (Note 4) 98,835 12,945 111,780 Difference in exchange — (3,698) (3,698) Balance at December 31, 2022 $ 553,203 $ 71,926 $ 625,129 Purchase price adjustments (Note 4) $ — $ 119 $ 119 Change in Assets Held for Sale (Note 5) 41,678 — 41,678 Loss on Impairment (50,702) — (50,702) Acquisitions (Note 4) 7,002 — 7,002 Difference in exchange — 3,402 3,402 Balance at December 31, 2023 $ 551,181 $ 75,447 $ 626,628 Purchase price adjustments relate to measurement period adjustments. See Note 4 — Acquisitions for further details. The Company allocates its goodwill to two reporting units, Domestic and International, which equate to the Company’s operating and reportable segments, as described in Note 23 — Segment reporting. As noted in Note 3 — Significant accounting policies during the year ended December 31, 2023, the Company evaluated its existing reporting units and determined that the individual jurisdictions in which the Company operates, were economically similar and aggregation of these individual components is required. Prior to October 1, 2023, the Company identified 16 reporting units on a jurisdictional basis. As of October 1, 2023, the Company determined aggregation of these 16 jurisdictions into two reporting units, which align with the Company’s two operating segments and two reportable segments, is required pursuant to ASC 350. In accordance with industry standard, the Company performed its annual impairment assessment on October 1, 2023, immediately before and after the reorganization of its reporting units structure from 16 reporting units, based on individual jurisdictions in which the Company operates, to two reporting units aligned with the Company’s two operating segments. The recoverable amount of the reporting units were determined based on the value in use fair value market based measurement method using level 2 and level 3 inputs that were ultimately determined to be market participant assumptions. The recoverable amount for all reporting units were valued using a discounted cash flow model, a variation of the income approach, and corroborated with value indications from certain market approaches, specifically the publicly-traded guideline company method and the comparable transaction method. It is reasonably possible that future changes in assumptions may negatively impact future assessments of the recoverable amount of the Company’s assets. The Company will continue to evaluate the recoverability of its assets on an annual basis. The significant assumptions applied in the determination of the recoverable amount are described as follows: i. Cash flows : Estimated cash flows were projected based on actual operating results from internal sources as well as industry and market trends; ii. Terminal value growth rate : The terminal growth rate was based on historical and projected consumer price inflation, historical and projected economic indicators and projected industry growth; iii. Post-tax discount rate : The post-tax discount rate is reflective of the reporting units Weighted Average Cost of Capital (“WACC”). The WACC was estimated based on the risk-free rate, equity risk premium, beta adjustment to the equity risk premium based on a direct comparison approach, an unsystematic risk premium and after-tax cost of debt based on corporate bond yields; and iv. Tax rate : The tax rates used in determining the future cash flows were those effectively enacted based on jurisdiction at the respective valuation date. The recoverable amount of the reporting units were compared to the total reporting unit carrying amount for each reporting unit grouping for impairment testing procedures. As a result of the annual goodwill impairment assessment performed on the Company’s new reporting units structure, the Company determined neither its Domestic nor its International reporting units were impaired. However, the annual goodwill assessment performed on the Company’s previous reporting unit structure indicated that the carrying value of the Company’s operations in Nevada was lower than the recoverable amount to the extent that the goodwill previously allocated to Nevada was fully impaired. As a result, the Company recognized an impairment loss for Nevada of $44.0 million during the year ended December 31, 2023, which the Company recognized within Loss on impairment in the Consolidated Statements of Operations. Reporting Units Carrying Value of Goodwill Goodwill Impairment Nevada $ 43,992 $ 43,992 In addition to the impairment loss resulting from the Company’s annual goodwill impairment assessment, the Company recorded a $6.7 million loss on impairment of goodwill allocated to certain Nevada entities that were classified as held-for-sale during the quarter ended September 30, 2023. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following as of December 31, 2023 and 2022: 2023 2022 Accrued expenses: Accrued loyalty payable $ 5,327 $ 8,239 Sales taxes payable 9,971 7,380 Excise taxes payable 3,414 2,305 Accrued payroll expenses 25,227 28,224 Interest payable 6,330 3,897 Deferred revenue 866 676 Other accrued expenses 50,176 52,590 Total accrued expenses $ 101,311 $ 103,311 |
Notes payable
Notes payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes payable | Notes payable Notes payable consist of the following as of December 31, 2023 and 2022: 2023 2022 Senior Secured Notes – 2026 $ 475,000 $ 475,000 Bloom Notes – 2023 — 50,000 Bloom Notes – 2024 47,500 50,000 Bloom Notes – 2025 60,000 60,000 Seller notes payable 6,567 6,728 Other notes payable 18,389 9,923 Less: Unamortized debt discount, debt premium and deferred financing fees (19,689) (28,981) Total notes payable, net of unamortized debt discount/premium and deferred financing fees 587,767 622,670 Less: Current portion of notes payable (39,478) (51,882) Notes payable $ 548,289 $ 570,788 Senior Secured Notes – 2026 In December 2021, the Company closed on a private placement of senior secured notes due 2026, for aggregate gross proceeds of $475 million (“Senior Secured Notes – 2026”). The note indenture dated December 15, 2021, governing the Senior Secured Notes – 2026 (the “Note Indenture”) enables the Company to issue additional senior secured notes on an ongoing basis as needed, subject to maintaining leverage ratios and complying with other terms and conditions of the Note Indenture. The principal restrictions on incurring indebtedness include the requirement that a fixed charge coverage ratio of 2.5:1 and consolidated debt to consolidated EBITDA ratio of 4:1 be maintained when taking into account the incurrence of additional debt. The issue of additional senior secured notes or other debt pari passu to the existing notes is permitted provided that the consolidated secured debt to consolidated EBITDA ratio of 3:1 is maintained when taking into account the incurrence of additional debt and certain other conditions are met. The Company and certain of its guarantor subsidiaries are required to grant a first lien security interest in their respective assets to the trustee appointed under the Note Indenture, including assets acquired after the issue of the Notes, subject to limited exceptions. Despite the first lien granted to the holders of the Notes, the Note Indenture permits the Company to grant a more senior lien to secure up to $200 million of additional financing from commercial banks, providing for revolving credit loans, provided that the interest rate applicable to such revolving credit loans shall be lower than the interest rate applicable to the Senior Secured Notes – 2026. As of and for the years ended December 31, 2023 and 2022, the Company was in compliance with its debt covenants. The Senior Secured Notes – 2026 bear interest on the unpaid principal amount at a rate of 8% per annum, compounded semi-annually and payable in arrears on June 15 th and December 15 th of each year during the term of the Senior Secured Notes – 2026; the first of which was paid on June 15, 2022. The Senior Secured Notes – 2026 may be redeemed early but are subject to a prepayment premium dependent on the loan year. A maximum of 35% of the aggregate principal amount of senior secured notes issued under the Note Indenture (including any additional notes issued thereunder) may be redeemed with the net cash proceeds of one or more equity offerings that occurred within the prior 90 days. All or part of the outstanding Senior Secured Notes – 2026 may be redeemed between June 15, 2023 and June 14, 2024 with a premium of 4%; between June 15, 2024 and June 14, 2025, with a premium of 2%, or June 15, 2025, or after without a premium. The Senior Secured Notes - 2026 bear an effective interest rate ranging from 8.25% to 14.77%. The Company recognized interest expense under the Senior Secured Notes – 2026 of $42.2 million and $41.7 million for the years ended December 31, 2023 and 2022, respectively. Interest expense consists of interest on outstanding borrowings under various promissory note agreements as well as amortization of debt discounts and deferred financing costs. In December 2023, in connection with the TSX Listing, the Note Indenture was amended pursuant to a second supplemental indenture dated December 12, 2023, in order to facilitate the implementation of the Reorganization. Copies of the Note Indenture and the second supplemental indenture are available on the Company’s SEDAR+ profile at www.sedarplus.ca and on its EDGAR profile at www.sec.gov/edgar. Bloom Notes In connection with the Bloom acquisition, the Company issued three sets of secured promissory notes (collectively, the “Bloom Notes”) to the former Bloom owners in the aggregate of $160 million. The first set of secured promissory notes totaling $50 million matured in January 2023 (the “Bloom Note – 2023”) and bore interest at the rate of 6% per annum and interest payments were due quarterly. The second set of promissory notes totaling $50 million was due to mature in January 2024 (the “Bloom Note – 2024”) and bore interest at the rate of 6% per annum and interest payments were due quarterly. The third set of promissory notes are convertible promissory notes with a principal amount totaling $60 million that mature in January 2025 (the “Bloom Note – 2025”) and bear interest at a rate of 4% per annum. Interest payments are not required until maturity, when all principal and accrued interest will be due. At the option of the sellers of Bloom, the third set of promissory notes may be paid by the Company issuing SVS at maturity. There are no prepayment penalties on the Bloom Notes. As part of a settlement agreement reached on March 21, 2023, between the Company and the former owners of Bloom, the parties to the settlement agreement agreed to reduce the future principal payments of the Bloom Note – 2023 and Bloom Note – 2024 by $10 million in the aggregate. The principal of the Bloom Note – 2023 was reduced by $6 million to $44 million, which equaled the total principal payments the Company had made towards the Bloom Note – 2023 as of April 2023. The remaining $4 million was applied to reduce the principal of the Bloom Note – 2024 to $46 million. This transaction resulted in a Gain on modification of debt of $3.3 million, which the Company recognized in Other income, net on the Consolidated Statements of Operations. On December 29, 2023, the Company entered into an agreement with the lenders under the Bloom Note – 2024, pursuant to which the Bloom Note – 2024 was restructured into a partially convertible secured promissory note (the “Restructured Bloom Note”) payable in cash and SVS, subject to the approval of the TSX. The Restructured Bloom Note has a principal of $47.5 million that is comprised of an installment amount of $31 million (the “Installment Amount”), payable in ten equal installments between January 18, 2024 and October 18, 2024, and a conversion amount of $16.5 million (the “Conversion Amount”), which has a maturity date of January 18, 2025 (the “Conversion Amount Maturity Date”). The Installment Amount bears interest of 10%. Subject to the approval of the TSX, the Bloom lenders have the right to convert the Conversion Amount in its entirety into SVS at any point up to the maturity date using a conversion price of $3.8528 (the “Conversion Price”), which would result in the issuance of 4,282,599 SVS (the “Conversion Shares”) to the Bloom lenders. Subject to the approval of the TSX, in the event that the trading price of the SVS is less than the Conversion Price at the close of business on the trading day prior to the Conversion Amount Maturity Date, the Company may elect to satisfy the Conversion Amount through the issuance of the Conversion Shares to the Bloom lenders. This transaction resulted in a loss on extinguishment of debt of $1.4 million, which the Company recognized in Other income (expense) on the Consolidated Statements of Operations. The Restructured Bloom Note bears an effective interest rate of 10%, and the Bloom Notes - 2025 bear an effective interest rate of 10.35%. The Company recognized interest expense under the Bloom Notes of $14.1 million and $13.7 million for the years ended December 31, 2023 and 2022, respectively. Seller notes payable At December 31, 2023, the Company had two outstanding seller notes payable totaling $6.6 million. The Company executed a note payable in connection with the acquisition of Phytotherapeutics Management Services, LLC totaling $2.0 million, inclusive of interest, (the “Phyto Note”) . The Phyto Note bears interest at a rate of 7.5% per annum and matures in July 2024. The Company also executed a note payable in connection with the Company’s purchase of a building in Scottsdale, Arizona totaling $4.6 million (the “Scottsdale Note”). The Scottsdale Note bears interest at a rate of 5% per annum and matures in December 2036. Total interest expense recognized under both seller notes payable was $0.7 million and $0.6 million for the years ended December 31, 2023 and December 31, 2022, respectively. Other notes payable At December 31, 2023, the other notes payable primarily consist of a note payable with BHH in the amount of $7.5 million (the “BHH Note”), due June 30, 2024, and a note payable held by Four20, a subsidiary of Curaleaf International, with Verbundvolksbank OWL (the “VOWL Note”) in the amount of €1.9 million, due March 30, 2025. The BHH Note bears interest at a rate of 15% per annum, and interest payments are due quarterly. The VOWL Note bears interest at a rate of 5.9% per annum, and interest payments are due monthly. The VOWL Note is secured by the Company’s deposit account at EWB and is included in the Company’s restricted cash balance. The Company recognized interest expense under other notes payable of $1.2 million and $0.6 million for the years ended December 31, 2023 and 2022, respectively. Asset-based revolving credit facility Effective August 25, 2023, the Company entered into an asset-based revolving credit facility with EWB, under which the Company can borrow up to $6.5 million. Upon execution of the credit facility, the Company immediately borrowed $6.5 million (the “EWB Promissory Note”). The EWB Promissory Note bears interest at a rate of 6% per annum, with interest payments due monthly, and has a maturity date of August 25, 2024 . The credit facility is secured by the Company’s deposit account at EWB and is classified as restricted cash within Cash, cash equivalents and restricted cash in the Company’s Consolidated Balance Sheet as of December 31, 2023. The principal restrictions on incurring indebtedness includes the requirement to furnish EWB with financial statements and other related information. As of and for the year ended December 31, 2023, the Company was in compliance with its debt covenants. The Company recognized interest expense under the Asset-based revolving credit facility of $0.1 million for the year ended December 31, 2023. Future maturities As of December 31, 2023, future principal payments due related to the Company’s notes payable were as follows: Fiscal year: Amount 2024 $ 39,478 2025 86,232 2026 475,024 2027 17 2028 2,111 2029 and thereafter 4,594 Total future debt obligations $ 607,456 Information about the Company’s exposure to interest rate risks and liquidity risks is included in Note 26 — Fair value measurements and financial risk management . |
Shareholders' equity
Shareholders' equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders' equity | Shareholders’ equity The authorized and issued share capital of the Company is as follows: Authorized In December 2023, in connection with the Company’s TSX listing, the authorized share capital of the Company was amended in order to: (i) create a new class of non-voting and non-participating shares in the capital of the Company exchangeable at the holder's option into SVS (the “Exchangeable Shares”) and authorize the issuance of an unlimited number of Exchangeable Shares; and (ii) restate the rights of the SVS to provide for a conversion feature whereby each SVS may at any time, at the holder’s option, be converted into one (1) Exchangeable Share. The Exchangeable Shares do not carry voting rights, rights to receive dividends or other rights upon dissolution of the Company and are considered “restricted securities” within the meaning of such term under applicable Canadian securities laws. The amendments aim to provide the Company’s shareholders with the option to convert their SVS into Exchangeable Shares if such shareholders prefer to hold non-voting and non-participating shares given the uncertainty and complexity related to cannabis regulations in the U.S. As of December 31, 2023, the authorized share capital consists of (i) an unlimited number of multiple voting shares (“MVS”) without par value, (ii) an unlimited number of SVS, without par value and (iii) an unlimited number of Exchangeable Shares, without par value. Issued As of December 31, 2023, the Company had 93,970,705 MVS issued and outstanding that were held directly or indirectly by Boris Jordan, the Company's Executive Chairman (“Executive Chairman”). Holders of the MVS are entitled to 15 votes per share and are entitled to notice of and to attend at any meeting of the shareholders, except a meeting of which only holders of another particular class or series of shares will have the right to vote. As of December 31, 2023 and 2022, the MVS represent approximately 12.8% and 13.1%, respectively, of the total issued and outstanding shares and 68.8% and 69.3%, respectively, of the voting power attached to such outstanding shares. The MVS are convertible into SVS on a one-for-one basis at any time at the option of the holder or upon termination of the MVS structure. At the annual and special meeting of the shareholders of the Company held on September 9, 2021, the shareholders of the Company approved an amendment to the articles of the Company (the “Amendment”) in order to extend the automatic termination of the dual-class structure of the Company, which was previously set to occur on October 25, 2021, and to maintain such dual-class structure until the earlier to occur of: (i) the transfer or disposition of the MVS by the Executive Chairman to one or more third parties which are not permitted holders; (ii) the Executive Chairman or his permitted holders no longer beneficially owning, directly or indirectly and in the aggregate, at least 5% of the issued and outstanding SVS and MVS on a non-diluted basis; and (iii) the first business day following the first annual meeting of shareholders of the Company following the SVS being listed and posted for trading on a U.S. national securities exchange such as Nasdaq or The New York Stock Exchange. As of December 31, 2023 and 2022, the Company had 639,757,098 and 623,520,125, respectively, SVS issued and outstanding; see details of the share balance below. Holders of the SVS are entitled to one vote per share. As of December 31, 2023, no Exchangeable Shares have been issued. SVS MVS Total As of January 1, 2022 614,369,729 93,970,705 708,340,434 Issuance of shares in connection with acquisitions (Note 4) 7,392,857 — 7,392,857 Acquisition escrow shares returned and retired (980,098) — (980,098) Exercise of stock options (Note 17) 1,269,953 — 1,269,953 Issuance of SVS for settlement of RSUs (Note 17) 1,315,176 — 1,315,176 Share-based compensation (Note 17) 152,508 — 152,508 As of December 31, 2022 623,520,125 93,970,705 717,490,830 Issuance of shares in connection with acquisitions (Note 4) 12,329,002 — 12,329,002 Issuance of shares in connection with public offering 2,700,000 — 2,700,000 SVS contributed to Curaleaf, Inc. in connection with the Reorganization (254,315) — (254,315) Acquisition escrow shares returned and retired (350,794) — (350,794) Exercise of stock options (Note 17) 211,775 — 211,775 Issuance of SVS for settlement of RSUs 1,601,305 — 1,601,305 As of December 31, 2023 639,757,098 93,970,705 733,727,803 As of December 31, 2023 and 2022, the number of SVS available for issuance under the Company’s 2018 Long Term Incentive Plan (“LTIP”) was 73,372,780 and 71,749,083 SVS, respectively. See Note 17 — Share-based compensation for further detail. Treasury shares In connection with the Company’s listing on the TSX and the restructuring of the capital structure of Curaleaf, Inc., 254,315 SVS, valued at cost of $1.1 million, was contributed by the Investor to Curaleaf, Inc. during the year ended December 31, 2023. In accordance with ASC 205, the Company recognized these contributed SVS within Treasury shares on the Consolidated Balance Sheet as of December 31, 2023. See Note 2 — Basis of presentation and consolidation for further detail. During the years ended December 31, 2023 and 2022, the Company received back from the escrow agent and concurrently cancelled 350,794 and 980,098 SVS, respectively, that had previously been issued into an escrow account at the Select and Grassroots acquisition dates. The SVS were returned to the Company as the matters subject to be paid via escrow were resolved and/or the escrow resolution periods were completed. Capital raise In order for the Company to comply with the conditions precedent to the TSX Listing, on October 3, 2023, the Company closed a marketed offering of 2,700,000 SVS, for total gross proceeds to the Company of C$16.2 million. The SVS were offered in each of the Provinces of Canada, other than Québec, pursuant to a prospectus supplement dated September 28, 2023, to the Company's base shelf prospectus dated December 30, 2022, and in the United States on a private placement basis to “qualified institutional buyers” pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws. |
Redeemable non-controlling inte
Redeemable non-controlling interest | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Redeemable non-controlling interest | Redeemable non-controlling interest On April 7, 2021, the Company established Curaleaf International together with a strategic investor who provided initial capital of $130.8 million for 31.5% equity stake in Curaleaf International (the “Curaleaf International Transaction”). Curaleaf and the strategic investor entered into a shareholders’ agreement regarding the governance of Curaleaf International pursuant to which Curaleaf has control over operational issues as well as the raising of capital and the ability to exit the business. In addition, the strategic investor’s stake is subject to put/call rights which permit either party to cause the stake to be bought out by Curaleaf in exchange for Curaleaf equity starting the earlier of change of control or in 2025. In connection with the acquisition of Four20 in September 2022, the selling shareholders and Curaleaf International entered into a separate put/call option which permits either party to trigger the roll-up of the remaining equity of Four20 two years after the launch of adult use cannabis sales in Germany but no later than the end of 2025, if adult use launch has not occurred by such date. The estimated redemption value of the put/calls were below their carrying value, which is recorded on the Company’s Consolidated Balance Sheets as temporary equity in the amount of $120.7 million and $121.1 million as of December 31, 2023 and 2022, respectively. |
Share-based compensation
Share-based compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation | Share-based compensation Equity Incentive Plans The Company maintains a 2018 Equity Incentive Plan (as amended from time to time, the “LTIP”), which was initially established in connection with the Business Combination and which provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards, dividend equivalents and other share-based awards to eligible participants. The number of SVS reserved for issuance from time to time under the LTIP is calculated as 10% of the aggregate number of SVS and MVS outstanding on an “as-converted” basis. Share-based compensation expense consists of the following for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Stock options $ 7,591 $ 13,130 Performance stock units 501 — Restricted stock units 11,918 14,887 Share-based compensation $ 20,010 $ 28,017 Stock options The Company estimates the fair value of each stock option grant on the date of grant primarily using the Black-Scholes valuation model. In instances where stock option grants have performance or market conditions, the Company utilizes the Monte Carlo valuation model to simulate a wide range of potential future market conditions and uncertainties that could affect the fair value of the underlying stock options. As of December 31, 2023 and 2022, total unamortized compensation cost related to unvested stock options was $18.3 million and $69.1 million, which the Company expects to recognize over a weighted-average period of 2.31 years and 1.35 years, respectively. The total intrinsic value of options exercised and the total fair value of shares vested during the year are as follows: 2023 2022 Total intrinsic value of options exercised $ 798 $ 7,628 Total fair value of shares vested 10,221 24,977 Significant assumptions used to estimate the fair value of the Company’s stock option grants during the year granted consist of the following: 2023 2022 Expected volatility 68% - 72% 68%% - 70% Expected life in years 5.4 - 6.7 5.3 - 5.4 Expected dividends — % — % Risk-free interest rate (based on government bonds) 3.13% - 4.60% 2.81% - 4.13% Expected volatility is estimated based on the historical volatility, as Management believes this is the best estimate of the expected volatility over the expected life of the Company’s stock options granted. The expected life in years represents the period of time that stock options granted are expected to be outstanding. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the stock options granted. Expected dividend yield 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’s stock option activity and related information during the years ended December 31, 2023 and 2022 are as follows: Number of Weighted Weighted average remaining contractual life Aggregate intrinsic value Outstanding at January 1, 2023 24,539,168 $ 6.67 Forfeited during the year (2,569,561) 7.40 Expired during the year (2,421,729) 9.24 Exercised during the year (211,775) 0.23 Granted during the year (1) 8,596,500 2.97 Outstanding at December 31, 2023 27,932,603 $ 5.29 6.29 $ 34,646 Options exercisable at December 31, 2023 14,967,286 $ 5.41 4.22 $ 25,679 (1) Includes stock options the Company issued to the Company’s Executive Chairman during the year ended December 31, 2023 that vest based on the achievement of certain market-based performance goals over the performance period, including the achievement of certain stock price performance targets. There are three stock price targets, based on an average closing price of the Company’s common stock, that can be achieved over the performance period. Number of Weighted Weighted average remaining contractual life Aggregate intrinsic value Outstanding at January 1, 2022 23,566,933 $ 6.76 Forfeited during the year (1,849,182) 12.86 Expired during the year (621,945) 4.31 Exercised during the year (1,269,953) 0.41 Granted during the year 4,713,315 6.67 Outstanding at December 31, 2022 24,539,168 $ 6.67 6.13 $ 29,370 Options exercisable at December 31, 2022 15,961,157 $ 5.60 4.60 $ 29,290 Performance stock units During the year ended December 31, 2023, the Company issued PSUs to certain executives that vest based on the satisfaction of service conditions and the achievement of certain annual performance goals, including certain annual revenue and other financial metric targets. As of December 31, 2023, total unamortized compensation cost related to unvested performance stock units was $5.3 million, which the Company expects to recognize over a weighted-average period of 2.18 years. There were no PSUs as of December 31, 2022. The Company’s PSU activity and related information for the year ended December 31, 2023, are as follows: Number of PSUs Weighted-Average Grant Date Fair Value Unvested at January 1, 2023 — $ — Forfeited (216,251) 2.89 Vested — — Granted 2,240,372 2.89 Unvested at December 31, 2023 2,024,121 $ 2.89 Restricted stock units The Company’s RSU activity and related information for the years ended December 31, 2023 and 2022 are as follows: Number of RSUs Weighted-Average Grant Date Fair Value Unvested at January 1, 2023 4,284,439 $ 7.44 Forfeited during the year (1,749,598) 5.66 Released during the year (1,601,305) 7.77 Granted during the year 5,212,423 3.03 Unvested at December 31, 2023 6,145,959 $ 4.12 RSUs vested at December 31, 2023 5,832,838 Number of RSUs Weighted-Average Grant Date Fair Value Unvested at January 1, 2022 2,871,779 $ 11.21 Forfeited during the year (908,167) 11.26 Vested during the year (1,511,438) 10.19 Granted during the year 3,832,265 6.60 Unvested at December 31, 2022 4,284,439 $ 7.44 RSUs vested at December 31, 2022 4,231,533 As of December 31, 2023 and 2022, total unamortized compensation cost related to unvested restricted stock units was $17.9 million and $23.9 million, which the Company expects to recognize over a weighted-average period of 1.83 years and 2.16, respectively. |
Selling, general and administra
Selling, general and administrative expense | 12 Months Ended |
Dec. 31, 2023 | |
Selling, General and Administrative Expense [Abstract] | |
Selling, general and administrative expense | Selling, general and administrative expense Selling, general and administrative expenses consist of the following for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Salaries and benefits $ 206,787 $ 211,426 Sales and marketing 41,992 39,747 Rent and occupancy 48,983 49,824 Travel 5,741 10,575 Professional fees 38,631 32,820 Office supplies and services 22,616 27,832 Other 50,023 47,656 Total selling, general and administrative expense $ 414,773 $ 419,880 Advertising costs, which are recorded in Sales and marketing, are expensed as incurred and totaled $12.0 million and $11.3 million for the years ended December 31, 2023 and 2022, respectively. |
Other income (expense)
Other income (expense) | 12 Months Ended |
Dec. 31, 2023 | |
Other Nonoperating Income (Expense) [Abstract] | |
Other income (expense) | Other income (expense) Other (expense) income consists of the following for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Loss on disposal of assets $ (8,541) $ (548) Gain on investment 2,073 21,952 Modification and extinguishment of debt 2,065 205 Other income (expense), net 4,589 (1,764) Total other expense, net $ 186 $ 19,845 |
Revenue disaggregation
Revenue disaggregation | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue disaggregation | Revenue disaggregation Total net revenues consists of the following for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Revenues, net: Retail revenues $ 1,097,172 $ 1,001,536 Wholesale revenues 243,606 269,042 Management fee income 5,854 4,842 Total revenues, net $ 1,346,632 $ 1,275,420 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For financial reporting purposes, income before taxes from continuing operations includes the following components for the years ended December 31, 2023 and 2022: Year ended December 31 2023 2022 Domestic $ (95,991) $ (62,647) Foreign (28,375) (23,841) Total $ (124,366) $ (86,488) Provision for income taxes from continuing operations for the years ended December 31, 2023 and 2022 consisted of the following: Year ended December 31, 2023 2022 Current: Federal $ 121,079 $ 143,148 State 22,825 43,756 Foreign 123 (304) Total current $ 144,027 $ 186,600 Deferred: Federal $ (20,775) $ (8,016) State (9,057) 2,625 Foreign 394 (2,387) Total deferred $ (29,438) $ (7,778) The Company’s provision for income taxes differs from the result of applying the statutory tax rate to Loss before provision for income taxes, primarily due to state income taxes, penalties and interest on late tax payments, changes in valuation allowances and uncertain tax positions as well as non-deductible expenses, which largely consist of expenses subject to Section 280E disallowance. A reconciliation of the statutory income tax rate on continuing operations to the Company’s effective income tax rate is as follows: Year ended December 31, 2023 2022 Provision for income taxes computed using statutory tax rate $ (18,655) 15 % $ (12,973) 15 % Effect of tax rates in foreign jurisdictions (9,149) 7 % (7,473) 9 % Tax effect of: State income taxes, net of federal income tax benefit 13,769 (11) % 46,337 (54) % Share-based compensation 2,033 (2) % (7,093) 8 % Non-deductible expenses 83,533 (67) % 78,465 (91) % Increase in uncertain tax position (12,185) 10 % 11,157 (13) % Increase in valuation allowance 36,042 (29) % 61,918 (72) % Penalties and interest 19,134 (15) % 4,555 (4) % Other 67 — % 3,929 (5) % Provision for income taxes $ 114,589 (92) % $ 178,822 (207) % The Company operates in the legal cannabis industry but is subject to Section 280E. Section 280E prohibits businesses engaged in the trafficking of controlled substances (within the meaning of Schedule I and II of the Controlled Substance Act) from deducting normal business expenses associated with the sale of cannabis, such as payroll and rent, from Gross profit (revenue less cost of goods sold). The application of Section 280E has a significant impact on the retail operations of cannabis and a lesser impact on cultivation and manufacturing operations. Section 280E was originally intended to penalize criminal market operators; however, since cannabis remains a Schedule I controlled substance for U.S. Federal purposes, the Internal Revenue Service (“IRS”) has applied Section 280E to state-legal cannabis businesses. The effective tax rate on a cannabis business depends on how large its ratio of non-deductible expenses is to its Gross profit. In addition, for states, within which the Company operates, that align their tax codes with Section 280E, the Company is also unable to deduct normal business expenses for state tax purposes. This results in permanent differences between ordinary and necessary business expenses that have been deemed non-allowable as well as a higher effective tax rate than in most industries. The non-deductible expenses shown in the above effective tax rate reconciliation are generated primarily by the impact of applying Section 280E to the Company’s cannabis operations. Other typical non-deductible expenses include lobbying fees. The IRS has invoked Section 280E in tax audits against various state-legal cannabis businesses in the U.S. Although the IRS has issued a clarification allowing the deduction of certain expenses, the scope of this allowance is interpreted very narrowly, resulting in the non-deductibility of certain customary operating and general administrative costs. While there are currently several pending cases before various administrative and federal courts challenging the restrictions of Section 280E, there is no guarantee that these administrative and/or federal courts will issue an interpretation of Section 280E favorable to the cannabis industry. The components of the Company’s deferred tax assets and liabilities associated with its continuing operations as of December 31, 2023 and 2022 were as follows: 2023 2022 Deferred tax assets: Net operating loss carryforward $ 188,944 $ 161,360 163j Interest Carryovers 57,809 41,596 Stock compensation 10,808 12,906 Accrued and prepaid expenses 3,347 2,593 Other 52 111 Total deferred tax assets $ 260,960 $ 218,566 Deferred tax liabilities: Depreciation and amortization $ (300,073) $ (312,793) Inventory (1,056) (1,112) Total deferred tax liabilities $ (301,129) $ (313,905) Valuation allowance (256,599) (212,071) Net deferred tax liabilities $ (296,768) $ (307,410) The measurement of deferred tax assets is reduced through a valuation allowance, if necessary, by the amount of any tax benefits that, based on available evidence, are more-likely-than-not expected to be unrealized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at the end of each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability and the duration of statutory carryforward periods. Beginning with the tax year ending December 31, 2022, the Company began filing consolidated federal and applicable state income tax returns for all entitles eligible for inclusion. As of December 31, 2023, the Company performed the assessment as to whether a valuation allowance was required on certain of its deferred tax assets for the consolidated group and separately for non-included entities. As a result of this assessment, the Company determined that it appropriate to establish a valuation allowance against the deferred tax assets generated by certain of its U.S. federal and U.S. state operations as well as its international operations in France, U.K. and Germany. At December 31, 2023, the Company had federal and state tax loss carryforwards of $586.9 million, which expire between 2024 and 2043, and at December 31, 2022, the Company had federal and state tax loss carryforwards of $542.4 million, which began expiring in 2023 through 2042. At December 31, 2023 and 2022 the Company had foreign tax loss carryforwards of $1.5 million and $0.7 million, respectively, which expire in 2034. At December 31, 2023 and 2022, the Company had federal and state tax loss carryforward of $589.6 million and $517.7 million, respectively, which will never expire. At December 31, 2023 and 2022, the Company had foreign tax loss carryforwards of $97.5 million and $80.3 million, respectively, which will never expire. The Company accounts for the undistributed earnings of the Group as a temporary difference, except for the undistributed earnings of its foreign subsidiaries that are deemed to be indefinitely reinvested in foreign jurisdictions. The Company considers the earnings and profits of its foreign subsidiaries to be indefinitely reinvested. Under IRC 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. The Company has not completed a study to assess whether an “ownership change” has occurred or whether there have been multiple ownership changes since the Company became a “loss corporation,” as defined in Section 382. Future changes in the Company’s equity ownership, which may be outside of the Company’s control, may trigger an “ownership change.” In addition, future equity offerings or acquisitions that have equity as a component of the purchase price consideration could result in an “ownership change.” If an “ownership change” has occurred, or does occur in the future, the Company may be limited in its utilization of its NOL carryforwards and/or other tax attributes, which could potentially result in increased future tax liabilities for the Company. The following table summarizes the activity within the Company’s unrecognized tax benefits from continuing operations for the year ended December 31, 2023 and 2022: As of December 31, 2023 2022 Balance at beginning of the year $ 70,888 $ 38,099 Additions based on tax positions related to the current year 8,313 7,386 Additions for tax positions of prior years (896) 7 Additions based on acquisitions (485) 30,122 Lapse of statute (20,889) (4,726) Balance at the end of the year $ 56,931 $ 70,888 The Company records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the end of the reporting period. There is inherent uncertainty in quantifying income tax positions, especially considering the complex tax laws and regulations for the U.S. federal, U.S. state and foreign jurisdictions in which the Company operates. The Company’s Consolidated Financial Statements reflect tax benefits recognized by the Company on those tax positions where it is more-likely-than-not that a tax benefit will result upon ultimate settlement with a taxing authority in possession of all relevant information. The Company has not recognized any tax benefits associated with those income tax positions where it is not more-likely-than-not that a tax benefit will result in its Consolidated Financial Statements. As of December 31, 2023 and 2022, the Company recorded $0.5 million and nil, respectively, of unrecognized tax benefits in short-term liabilities and $56.4 million and $70.9 million, respectively, of unrecognized tax benefits in other long-term liabilities. As of December 31, 2023 and 2022, $21.0 million and $25.4 million, respectively, of these unrecognized tax benefits were recorded as a result of acquisitions and are subject to indemnifications. Since the Company has collateral and/or other deferred consideration sufficient to cover any potential resulting indemnification liability; therefore, the Company has recognized a non-current tax receivable within Income tax receivable on its Consolidated Balance Sheets. The Company expects there is a reasonable possibility that unrecognized tax benefits in the range of $10.9 million to $21.3 million will change within 12 months due to lapses of statutes and possible settlements with tax authorities. As of December 31, 2023 and 2022, included in the balances of unrecognized tax benefits, is $35.9 million and $45.5 million, respectively, of unrecognized tax benefits that if recognized, would impact the Company’s effective tax rate. The Company recognizes interest and penalties, if any, related to unrecognized tax positions in the provision for income taxes or in long-term tax receivable if associated with the acquisitions mentioned above. As of December 31, 2023 and 2022, the Company accrued interest and penalties of $(1.6) million and $2.2 million, respectively, for its uncertain tax positions as a component of income tax expense. As of December 31, 2023, the Company also had accrued interest and penalties of $13.1 million, for its uncertain tax positions as a component of short-term tax liabilities and long-term tax receivable, respectively. The Company files its income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and foreign taxing authorities, where applicable. As of December 31, 2023, the Company is currently under examination by the IRS for tax years 2016, 2017 and 2018. As of December 31, 2023, Curaleaf Northshore, Inc. (formerly known as Alternative Therapies Group, Inc.), a subsidiary of Curaleaf, Inc., has effectively settled its examination by the IRS for the 2018 tax year. In the above referenced IRS examination for the tax years 2016, 2017 and 2018, the IRS proposed adjustments relating to the Company’s treatment of certain expenses under Section 280E; however, the Company is defending its tax reporting before the IRS, and the outcome of this audit remains unclear. The Company also intends to litigate any further such challenges out of the belief that all of its other tax positions can be sustained under an examination by the IRS. The ultimate resolution of tax matters could have a material effect on the Company’s consolidated financial statements in future reporting periods. As the IRS interpretations on Section 280E continue to evolve, the impact of any such challenges cannot be reliably estimated. As of December 31, 2023, the Company’s tax years from 2016 through 2018 remain open due to the ongoing tax audit mentioned above; tax year 2019 is closed due to the lapse of the applicable statute of limitations and tax years 2020 through 2023 remain open. |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share Basic and diluted loss per share attributable to Curaleaf Holdings, Inc. for the years ended December 31, 2023 and 2022 was calculated as follows: Year ended December 31, 2023 2022 Numerator: Net loss from continuing operations $ (238,955) $ (265,310) Less: Net loss attributable to redeemable non-controlling interest (9,140) (6,833) Net loss from continuing operations attributable to Curaleaf Holdings, Inc. (229,815) (258,477) Net loss from discontinued operations (51,382) (111,622) Net loss attributable to Curaleaf Holdings, Inc. $ (281,197) $ (370,099) Denominator: Basic weighted-average common shares outstanding 724,124,894 711,159,444 Effect of dilutive stock options to purchase common stock 7,771,793 9,327,248 Effect of dilutive restricted stock awards 2,519,282 2,092,432 Effect of dilutive performance-based stock awards 1,301,874 — Effect of dilutive convertible debt 4,282,600 — Effect of dilutive contingent shares 4,074,000 6,347,584 Pro forma diluted weighted-average common share outstanding (1) 744,074,443 728,926,708 Per share – basic and diluted (1) : Loss per share from continuing operations, net of loss attributable to non-controlling interest $ (0.32) $ (0.36) Loss per share from discontinued operations (0.07) (0.16) Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted $ (0.39) $ (0.52) (1) As a result of the net losses incurred by the Company from its continuing operations and its discontinued operations for the year ended December 31, 2023 and 2022, the calculation of diluted net loss per share for each period presented gives no consideration to potentially anti-dilutive securities (ex: LTIP share-based awards and convertible debt); and as such, is the same as basic net loss per share for each period presented. |
Segment reporting
Segment reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment reporting | Segment reporting The Company determines its operating segments according to how the business activities are managed and evaluated by the Company’s chief operating decision maker (“ CODM ”). Following a change in the Company’s Chief Executive Officer during the second quarter of 2022 and the finalization of the change in the Company’s organizational and internal financial reporting structure in 2022, management concluded that the Company had two operating segments, which were also its reportable segments: (i) Domestic operations and (ii) International operations. In October 2023, the Company announced the decision to adopt a decentralized operating model, structured to enhance the partnerships between the Company’s regional teams and the Company’s shared service teams. The restructure did not change the Company’s operating segments. These two operating/reportable segments reflect the manner in which the Company’s operations are managed, how the CODM allocates resources and evaluates performance and how the Company’s internal management of financial reporting is structured. The following tables present certain financial by reportable segment as of and for the years ended December 31, 2023 and 2022. The CODM does not review total assets or net income (loss) by operating/reportable segment; therefore, such information is not presented. Domestic International Total December 31, 2023: Revenues, net $ 1,285,625 $ 61,007 $ 1,346,632 Gross profit 591,908 22,541 614,449 Long-lived assets 2,349,338 328,636 2,677,974 Domestic International Total December 31, 2022: Revenues, net $ 1,240,986 $ 34,434 $ 1,275,420 Gross profit 615,360 11,059 626,419 Long-lived assets 2,431,662 330,472 2,762,134 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and senior management team that may require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or senior officers with the Company. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnification agreements. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its financial statements. Dividend Restriction The Company has no record of paying dividends, and its ability to pay dividends depends on the results of operations and subject to applicable laws and regulations, which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing the debt. The Company is permitted to declare and pay dividends, as long as the Company is not in default with respect to the Senior Secured Notes – 2026 and maintains compliance with certain provisions therein specific to restrictions of incurrence of indebtedness. Litigation The Company is involved in claims or lawsuits that arise in the ordinary course of business. Although the ultimate outcome of these claims or lawsuits cannot be ascertained by the Company, on the basis of present information and advice received from counsel, it is management’s opinion that the disposition or ultimate determination of such claims or lawsuits will not have a material adverse effect on the Company. Among other legal disputes, the Company is currently, or was during the two most recently completed fiscal years, involved in the following proceedings related to material disputes: Sentia Wellness On January 6, 2022, Measure 8 Ventures, LP and other purchasers of debentures from Sentia Wellness, Inc. (“Sentia”) filed suit against Nitin Khanna and six other former officers, directors and/or advisors of Sentia in the Circuit Court of the State of Oregon for Multnomah County, alleging violations of Oregon securities law by making false and misleading statements and omissions to induce the plaintiffs to purchase over $74 million of debentures in Sentia. On May 16, 2022, the defendants filed their answer to the plaintiffs’ complaint along with affirmative defenses and various counter-claims against the plaintiffs as well as claims against third-parties Curaleaf Holdings, Inc., Cura Partners, Inc. and certain other individuals. The third-party claims include claims for unjust enrichment, breach of fiduciary duty and tortious interference in connection with the Company’s acquisition of Cura Partners, Inc. In addition, the third-party complaint alleges claims against Curaleaf Holdings, Inc. and Cura Partners, Inc. for indemnification as well as reimbursement and advancement of attorneys’ fees and expenses under Oregon law and Cura Partners, Inc.’s bylaws. Nitin Khanna and the other third-party plaintiffs sought actual damages in an amount of $515 million and other relief. Curaleaf Holdings, Inc. and Cura Partners, Inc. were not targeted by all of the third-party plaintiffs claims. On October 25, 2022, Nitin Khanna and the third-party plaintiffs filed a stipulation of dismissal, which was subsequently signed by the judge and which dismissed without prejudice all of the plaintiffs’ claims against Curaleaf Holdings, Inc. and Cura Partners, Inc. The remaining claims were settled in October 2023 by all parties, pursuant to which Curaleaf, its affiliates, their respective officers, directors and employees were released without any liability, payment of consideration of any kind or admission of liability . Connecticut Arbitration Pursuant to the Second Amended and Restated Operating Agreement of Doubling Road Holdings, LLC (“ Doubling Road Holdings ”), the holders (the “ Holders ”) of a majority of the Series A-2 Units of Doubling Road Holdings had the right (the “ Put Right ”) to require PalliaTech CT, LLC (PalliaTech CT), or any of its affiliates, purchase all of the Series A-2 Units in exchange for shares of PalliaTech, Inc. (now Curaleaf, Inc.), the parent of PalliaTech CT, pursuant to a defined “Buy-Out Exchange Ratio.” On October 25, 2018, the Holders, the Company and others entered into a Stipulation of Settlement in order to resolve a dispute with respect to the applicable Buy-Out Exchange Ratio. The Stipulation of Settlement provided, among other things, that PalliaTech CT would purchase the Holders’ interests in exchange for (1) a payment of $40.1 million; (2) 4,755,548 SVS and (3) 2,016,859 additional SVS following completion of a Settlement Second Appraisal, dated December 12, 2019. On January 23, 2020, the Holders filed claims in arbitration including for fraudulent inducement and breach of contract, relating primarily to a lock-up agreement that the Holders signed in connection with the Stipulation of Settlement. The hearing of the case took place in April 2022 and on September 6, 2022, the arbitrator issued a Final Partial Award dismissing all of the Holders’ claims and awarding costs of the arbitration to Curaleaf. The arbitrator issued a final award of the costs to be paid by the DRH plaintiffs to Curaleaf, and the immaterial reimbursement was received in the fourth quarter ended December 31, 2022. Parallel Illinois, LLC On April 1, 2021, Curaleaf and the owners of the Illinois Assets (the “ Plaintiffs ”) signed definitive agreements to sell the Illinois Assets to Parallel Illinois, LLC (“ Parallel ”). Under the terms of the transaction, total consideration for the purchase of the Illinois Assets was $100 million, which consisted of cash consideration of $60 million and equity consideration of $40 million in Parallel stock, as well as earnouts of up to an additional $55 million payable through 2023. The Company received a $10 million deposit from Parallel, which was refundable under limited circumstances. On February 25, 2022, the Company received correspondence from Parallel’s attorneys indicating Parallel was not in a position to complete the acquisition of the Illinois Assets due to lack of financing, among other reasons, and declaring the definitive agreements to purchase the Illinois Assets terminated. On February 2, 2022, the Company filed an arbitration against Parallel and certain principals of Parallel for breach of contract, fraudulent misrepresentation and other claims. As a result of the breach of contract, the Company determined that the $10 million deposit received from Parallel was no longer refundable and, accordingly, recognized a gain of $10 million within Other income, net in the Consolidated Statements of Operations during the year ended December 31, 2022. In September 2023, the Company and Parallel entered into a Confidential Settlement Agreement to settle the dispute in full (the “ Parallel Settlement Agreement ”). Under this agreement, the Company is to receive $0.5 million upon the consummation and closing of a restructuring, foreclosure or sale transaction involving all or substantially all the assets of Parallel and its subsidiaries, subject to certain conditions. As part of this settlement, Parallel formally released its claims against the Plaintiffs, including with respect to any claim for return of the $10 million deposit. See Note 5 — Assets and liabilities held for sale for further detail. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related, if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between the related parties. The following table summarizes the Company’s transactions with related parties during the years ended December 31, 2023 and 2022: Year ended December 31, As of December 31, Transaction 2023 2022 2023 2022 Consulting fees (1) $ 915 $ 1,269 $ — $ — Travel and reimbursement (2) 45 382 — — Rent expense reimbursement (3) — 72 — — Platform fees (4)(6) 2,069 2,309 — — Senior Secured Notes - 2026 (5) 886 879 10,000 10,000 $ 3,915 $ 4,911 $ 10,000 $ 10,000 _________________________________________________ (1) Consulting fees relate to real estate management and general advisory services provided by (i) Frontline Real Estate Partners, LLC, a company controlled by Mitchell Kahn, a Board Member, and in which Matt Darin, Chief Executive Officer, has a minority interest, as well as (ii) Measure 8 Venture Management, LLC (“Measure 8”), an investment company controlled by Boris Jordan, Executive Chairman and control person of the Company (including funds managed by Measure 8). There are on-going contractual commitments related to these transactions. The total consulting fees paid to Measure 8 were $0.4 million and $0.7 million for the years ended December 31, 2023 and 2022, respectively. The total consulting fees paid to Frontline Real Estate Partners, LLC were $0.4 million and $0.6 million for the years ended December 31, 2023 and 2022, respectively. (2) Travel and reimbursement relate to payments made to Measure 8 for reimbursements of certain expenses incurred. There are on-going contractual commitments related to these transactions. (3) Rent expense reimbursement relate to a sublease between Curaleaf NY LLC and Measure 8 as well as a lease between GR Companies, Inc. and FREP Elm Place II, LLC, a company owned in part by Mitchell Kahn, a Board Member. There are on-going contractual commitments related to both lease arrangements. (4) During the first quarter of 2023, Leaf Trade, Inc. (“Leaf Trade”) and SD Technologies (“Sweed”) completed a business combination. Measure 8 acquired a 5.86% stake in the new holding company, High Tech Holdings, Inc., and received a seat on the board of directors. Leaf Trade provides Curaleaf with their B2B platform for Curaleaf’s Wholesale sector in exchange for fees to use the platform. (5) Baldwin Holdings, LLC, in which Joseph F. Lusardi, the Company’s Executive Vice Chairman, owns a direct equity interest, held $10 million of the total $475 million of Senior Secured Notes – 2026. The Company recognized interest expense related to the portion of the Senior Secured Notes - 2026 held by Baldwin Holdings, LLC. For the years ended December 31, 2023 and 2022, the Company recognized interest expense under the Senior Secured Notes - 2026, some of which are attributable to Baldwin Holdings, LLC’s direct equity interests. The Senior Secured Notes – 2026 held by Baldwin Holdings, LLC contain certain repayment and interest components that represent on-going contractual commitments with this related party. (6) Fyllo provides platform fees -- Board member Mitchell Kahn is also on the board for Fyllo. |
Fair value measurements and fin
Fair value measurements and financial risk management | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements and financial risk management | Fair value measurements and financial risk management The Company’s financial instruments consist of cash, restricted cash and cash equivalents, notes receivable, accounts payable, accrued expenses, long-term debt and a redeemable non-controlling interest contingency. The fair values of cash, restricted cash, cash equivalents, notes receivable, accounts payable and accrued expenses approximate their carrying values due to the relatively short-term to maturity. The carrying value and fair value of the Company’s long-term notes payable was $587.8 million and $530.9 million, respectively, as of December 31, 2023. The carrying value and fair value of the Company’s long-term notes payable was $622.7 million and $563.5 million, respectively, as of December 31, 2022. Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The three levels of the fair value hierarchy are: • Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly and • Level 3 – Inputs for the asset or liability that are not based on observable market data. Non-recurring fair value measurements The Company’s assets measured at fair value on a nonrecurring basis include investments, long-lived assets and goodwill. The Company reviews the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairment would require that the asset be recorded at its fair value. Fair value measurements of these assets are derived using inputs that are not based on observable market data and are classified within Level 3 of the fair value hierarchy. See Note 10 — Property, plant and equipment, net , Note 11 — Leases and Note 12 — Intangible assets, net and Goodwill for further details. Recurring fair value measurements Fair value measurements as of December 31, 2023 using: Level 1 Level 2 Level 3 Total Deferred consideration liabilities $ — $ 43,652 $ — $ 43,652 Contingent consideration liabilities — — 16,625 16,625 $ — $ 43,652 $ 16,625 $ 60,277 Fair value measurements as of December 31, 2022 using: Level 1 Level 2 Level 3 Total Deferred consideration liabilities $ — $ 61,300 $ — $ 61,300 Contingent consideration liabilities — — 29,110 29,110 $ — $ 61,300 $ 29,110 $ 90,410 Level 2 The fair value of the deferred consideration relates to the Tryke acquisition as discussed in Note 4 — Acquisitions . Consideration to be paid in cash on the first, second and third anniversaries of the closing date was valued with a discount rate, consisting of the Company’s credit spread and a risk-free rate, of 18.2%, 18.0% and 17.8%, respectively. The liabilities accrete in value until the payment due date, with changes in the value recognized within Interest expense on the Consolidated Statements of Operations. Level 3 The fair value of the Company’s Contingent consideration liability as of December 31, 2023 and 2022 were measured using the following Level 3 inputs: • EMMAC: present value of EMMAC’s achievement regulatory approval for recreational cannabis and meeting certain revenue targets in the U.K. market. The following discount rates were utilized in the determination of the present value of the liabilities. ◦ Regulatory approval for recreational cannabis – 11.6% in 2022 and 13.1% in 2023. ◦ Revenue targets in the U.K. market – 11.2% in 2022. • Four20: present value of SVS to be issued utilized a discount rate of 13.5% for the second tranche of shares to be issued in September 2024. There were no transfers between fair value levels during the years ended December 31, 2023 and 2022. Financial Risk Management The Company is exposed in varying degrees to a variety of financial instrument related risks. The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below: Credit Risk Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s notes and accounts receivable. The maximum credit exposure at December 31, 2023 and 2022, is the carrying amount of cash and cash equivalents, accounts receivable and notes receivable. The Company does not have significant credit risk with respect to its customers, and all cash and cash equivalents are placed with major U.S. financial institutions. The Company provides credit to its wholesale and management services agreement (“MSA”) customers in the normal course of business and has established processes to mitigate credit risk. The amounts reported in the Consolidated Balance Sheets are net of allowances for credit losses, estimated by the Company’s management based on prior experience and its assessment of the current economic environment. The Company reviews its trade receivable accounts 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 collectible. The Company applies ASC 310 – Receivables for the measurement of expected credit losses, which uses an expected loss allowance model for all trade receivables accounts. The Company has not adopted standardized credit policies and assesses credit on a customer-by-customer basis in an effort to minimize associated risks. The Company’s aging of trade receivables as of December 31, 2023 and 2022 is as follows: Year ended December 31, 2023 2022 0 to 90 days $ 47,633 $ 40,019 91 to 180 days 6,925 3,423 181 days + 1,102 1,737 Total accounts receivable, net $ 55,660 $ 45,179 Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet the financial obligations associated with its financial liabilities. The Company manages liquidity risk through the management of its capital structure. The Company’s approach to managing liquidity is to ensure that it will have sufficient liquidity to settle obligations and liabilities when due. In December 2021, the Company closed a private placement of Senior Secured Notes - 2026, for aggregate gross proceeds of $475 million to the Company. See Note 14 – Notes Payable – Senior Secured Notes - 2026 . The Note Indenture governing the Senior Secured Notes - 2026 contains numerous positive and negative covenants of the Company. If the Company breaches a covenant under the Note Indenture, the trustee may, under certain circumstances, accelerate the maturity of the principal amount outstanding or realize on the collateral granted by the Company over its assets. A breach of covenant under the Note Indenture could have a material adverse impact on the Company’s financial position. In connection with the Bloom acquisition, the Company issued three sets of secured promissory notes to the former Bloom owners in the aggregate of $160 million. The first set of secured promissory notes, with total principal of $50 million, matured in January 2023. The Restructured Bloom Note (i.e. the second set of secured promissory notes) has total principal of $47.5 million that is comprised of an Installment Amount of $31 million, which is payable in ten equal monthly installments from January 18, 2024 to October 18, 2024 and a Conversion Amount of $16.5 million, which has a maturity date of January 18, 2025. The Installment Amount bears interest of 10% and the Conversion Amount may be convertible, subject to the TSX prior approval, at the option of the Bloom lenders or the Company in certain circumstances. The third set of promissory notes are convertible promissory notes, with total principal of $60 million, that mature in January 2025 and bear interest at a rate of 4% per annum. Interest payments on the Bloom Notes – 2025 are not required until maturity, when all principal and accrued interest will become due. At the option of the sellers of Bloom, the third set of promissory notes may be settled by the Company issuing SVS at maturity. See Note 14 — Notes payable – Bloom Notes for further details. In addition to the commitments outlined in Note 11 — Leases , Note 14 — Notes payable and Note 24 — Commitments and contingencies , the Company had the following financial obligations as of December 31, 2023 and 2022: < 1 Year 1 to 3 Years Total December 31, 2023: Accounts payable $ 79,319 $ — $ 79,319 Accrued expenses 101,311 — 101,311 Other current liabilities 1,256 — 1,256 Contingent consideration liability 11,901 4,724 16,625 Uncertain tax position — 79,142 79,142 Other long-term liability — 1,346 1,346 $ 193,787 $ 85,212 $ 278,999 < 1 Year 1 to 3 Years Total December 31, 2022: Accounts payable $ 80,789 $ — $ 80,789 Accrued expenses 103,311 — 103,311 Other current liabilities 1,723 — 1,723 Contingent consideration liability 18,538 10,572 29,110 Uncertain tax position — 94,516 94,516 Other long-term liability — 313 313 $ 204,361 $ 105,401 $ 309,762 Currency Risk The operating results and financial position of the Company are reported in U.S. dollars. Some of the Company’s financial transactions have been and may be denominated in currencies other than the U.S. dollar. The results of the Company’s operations are subject to currency transaction and translation risks. As of December 31, 2023 and 2022, the Company had no hedging agreements in place with respect to foreign exchange rates. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Cash and cash equivalents bear interest at market rates. The Company’s notes receivable and financial debts have fixed rates of interest and are carried at amortized cost. The Company does not account for any fixed-rate financial assets or financial liabilities at fair value; therefore, a change in interest rates at the reporting date would not affect its results of operations. Capital Management The Company’s primary objective when managing capital is to continually provide returns to the its shareholders and benefits to its other stakeholders. To achieve this objective, the Company implemented processes designed to ensure there are adequate capital resources to safeguard the Company’s ability to continue as a going concern and to maintain adequate levels of funding to support the Company’s ongoing operations and development. The capital structure of the Company consists of shareholders’ equity and debt, net of cash and cash equivalents. The Company manages and makes adjustments to its capital structure, based on changes in the economic conditions of the jurisdictions in which the Company operates and on the risk characteristics of the Company’s underlying assets. The Company plans to use existing funds, as well as funds from the future sale of products to fund operations and expansion activities. |
Variable interest entities
Variable interest entities | 12 Months Ended |
Dec. 31, 2023 | |
Variable Interest Entities | |
Variable interest entities | Variable interest entities For further detail on the variable interest entities consolidated within the Consolidated Financial Statements, see Basis of consolidation within Note 2 — Basis of presentation and consolidation . Because cannabis remains a Schedule I controlled substance for U.S. Federal purposes, the assets of the Company’s variable interest entities can typically be used only to settle obligations of the variable interest entities, except for certain grandfathered obligations. The following table presents summarized financial information about the Company’s variable interest entities as of and for the years ended December 31, 2023 and 2022: As of December 31, 2023 2022 Curaleaf, Inc Curaleaf, Inc Included in Consolidated Balance Sheets: Current assets $ 356,037 $ 552,607 Non-current assets 2,371,221 2,462,114 Current liabilities 924,456 917,905 Non-current liabilities 914,807 1,009,701 Equity attributable to Curaleaf Holdings, Inc. 711,380 1,016,691 For the years ended December 31, 2023 2022 Curaleaf, Inc Curaleaf, Inc Included in Consolidated Statements of Operations: Revenues $ 1,282,701 $ 1,298,652 Net loss attributable to Curaleaf Holdings, Inc. $ 211,467 $ 349,324 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events Four20 Loan Agreement On January 1, 2024, Four20 converted €0.8 million of overdue accounts receivable of its customer, Canymed GmbH (“Canymed”), into a note receivable in the amount of €0.8 million. The note assures collectability of the overdue accounts receivable outstanding and is secured by collateral of assets in an amount equal to the outstanding balance. The note is inclusive of interest of 8% and is payable as a lump sum on June 30, 2024. Canymed can elect to make prepayments, in minimum installments of €0.1 million. Acquisition of Dark Heart Nursery On January 17, 2024, the Company acquired all assets of Grace & Co. (dba Dark Heart Nursery) via forgiveness of a $7.0 million promissory note made to Grace & Co and additional consideration of $1.0 million, as well as 100% of the equity of a small cultivation facility from Half Moon Nursery, Inc. for consideration of $0.7 million. The acquisition of the Grace & Co. assets provides the Company with the opportunity to continue expanding its domestic and international operations as assets consisted of proprietary cannabis genetics and know-how (including all equipment and lease rights associated with Dark Heart Nursery’s laboratory), the strains from which will be distributed to the Company’s various other cultivation facilities, both domestic and international. The determination of the purchase price allocation is still pending, as the Company is in the process of finalizing the valuation of identifiable assets acquired and liabilities assumed. The Company expects to complete the purchase price allocation by the quarter ending March 31, 2024. Supply Agreement Amendment with Northern Green Canada, Inc. On January 23, 2024, the Company amended and restated its Strain Exclusivity Supply Agreement with Northern Green Canada, Inc. (“ NGC ”) in order for NGC to be able to meet the supply demands of the Company for its European operations, especially in the U.K. and Germany. Under the Amendment, the Company agrees to advance NGC a total of €0.8 million to be used by NGC for the sole purpose of financing the construction and working capital related to a new grow room. The new grow room will be used to increase NGC’s growing capacity for certain designated products to be supplied to the Company. The grow room is expected to be completed within six months after the start of construction.The advance will be reimbursed by NGC to the Company through rebates on the supply of the products to be grown in the new grow room to be purchased by the Company. Can4Med S.A. Acquisition On February 2, 2024, the Company completed the acquisition of all issued and outstanding shares of Can4Med S.A. for total consideration of €1.5 million, which consists of equal parts cash consideration and equity consideration. Additionally, the transaction includes contingent consideration that is dependent on the Company’s future performance. Can4Med S.A. is the first medical cannabis-specialized wholesaler in Poland, specializing in acquisition, registration and distribution of medical cannabis and products containing THC and other cannabinoids in Poland. The acquisition of Can4Med S.A. strategically positions the Company to continue expanding its International operations. The determination of the purchase price allocation is still pending, as the Company is in the process of finalizing the valuation of identifiable assets acquired and liabilities assumed. The Company expects to complete the purchase price allocation by the quarter ending March 31, 2024. |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of accounting | The accompanying audited consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 (the “Consolidated Financial Statements”) were prepared using U.S. Generally Accepted Accounting Principles (“GAAP”). The significant accounting policies described in Note 3 — Significant accounting policies are in accordance with GAAP and have been applied consistently to all periods presented. |
Reclassifications | Certain previously reported amounts have been reclassified between line items to conform to the current period presentation. |
Functional and presentation currency | Functional and presentation currency |
Basis of measurement | Basis of measurement The 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. |
Basis of consolidation | Basis of consolidation The Consolidated Financial Statements include all the accounts of the Company, its wholly-owned subsidiaries and majority-owned subsidiaries as well as legal entities in which it, directly or indirectly, holds a controlling financial interest, through management service agreements or other financing arrangements. See Note 3 — Significant accounting policies and Note 27 — Variable interest entities for further detail. All intercompany balances and transactions have been eliminated in consolidation. Included in the Consolidated Financial Statements are the following wholly-owned and majority-owned subsidiaries of the Company as well as entities over which the Company held a controlling financial interest as of December 31, 2023 and 2022: 2023 2022 Business name Operations Ownership % (1) Curaleaf International Holdings Limited Guernsey 68.5% 68.5% Curaleaf, Inc. NY — 100% (1) Based on % of voting interests held by the Company. Change in ownership The Company previously had a 100% investment in a wholly-owned subsidiary, Curaleaf Inc., via its ownership of all of the shares of common stock of Curaleaf, Inc. In connection with the TSX Listing, the Company proceeded with the necessary internal reorganization (the “Reorganization”) of its U.S. operations, in order to meet the conditions set forth in the TSX conditional approval. Among other things, the capital structure of Curaleaf, Inc. was restructured in December 2023, such that it is now comprised of the following three classes of equity: 1. Class A Common Stock (voting, sole share) 2. Class B Common Stock (non-voting, 999 shares) 3. Class C Common Stock (voting, none issued) Pursuant to such Reorganization, the 100 shares of common stock in Curaleaf, Inc. previously held by the Company was automatically exchanged for 999 shares of Class B Common Stock. The Class B Common Stock does not provide for voting rights but are exchangeable into shares of Class C Common Stock of Curaleaf, Inc., which is voting and participating, at any time. Concurrently with the Reorganization, Curaleaf, Inc. entered into a subscription agreement (the “Subscription Agreement”) with a third party investor not affiliated with the Company (the “Investor”), pursuant to which Curaleaf, Inc. issued the Investor one share of Class A Common Stock in consideration for 254,315 of the SVS then-owned by the Investor that had an aggregate market value of $1.1 million. Following completion of the Reorganization, the Company holds all of the issued and outstanding Class B Common Stock, representing 99.9% of the economic ownership of Curaleaf, Inc., on an as-converted basis, and the Investor holds all of the issued and outstanding Class A Common Stock of Curaleaf, Inc., representing 100% of the voting rights of Curaleaf, Inc. As a result of the limited rights associated with the Class B Common Stock, concurrently with the Reorganization, the Company entered into a protection agreement with Curaleaf, Inc. (the “Protection Agreement”) providing for certain negative covenants in order to preserve the value of the Class B Common Stock held by the Company until such time as the Class B Common Stock is converted into Class C Common Stock by the Company, including among other things, prohibitions on Curaleaf, Inc.’s organizational documents amendments, changes to the authorized share capital of Curaleaf, Inc., changes to the board of directors of Curaleaf, Inc., material changes to the business conducted by Curaleaf, Inc. or the making of loans or capital expenditures above certain specified thresholds, the whole except with the prior written consent of the Company or as required by applicable laws. Concurrently with the Reorganization, the Company and the Investor, as shareholders of Curaleaf, Inc., entered into a shareholders agreement with respect to Curaleaf, Inc. (the “Shareholders’ Agreement”), to establish, among other things, the rights and obligations arising out of or in connection with the ownership of the Class A Common Stock and the Class B Common Stock. Under the Shareholders’ Agreement, Curaleaf, Inc. holds a call right to repurchase all of the Class A Common Stock issued to the Investor at any time, and the Investor has the right to appoint a director to the Curaleaf, Inc.’s board of directors and a put right exercisable following the occurrence of certain stated events and after the five (5) year anniversary of the Shareholders’ Agreement subject to certain parameters to ensure the maintaining of the TSX Listing. Please refer to the Section “Corporate Structure - TSX Listing and U.S. Reorganization” of the Annual Information Form for more information about the TSX Listing, the Reorganization and a description of the material terms of the Subscription Agreement, the Protection Agreement and the Shareholders' Agreement. The Annual Information Form as well as copies of the amended and restated articles of Curaleaf, Inc., the Shareholders Agreement and the Protection Agreement are available under the Company's profile on SEDAR+ and on EDGAR. The terms and conditions set forth in the Protection Agreement and the Shareholders’ Agreement collectively resulted in the Company retaining a controlling financial interest in Curaleaf, Inc. As a result, the Consolidated Financial Statements continue to include all the accounts of Curaleaf, Inc. and its wholly-owned subsidiaries as well as the legal entities in which Curaleaf, Inc., directly or indirectly, holds a controlling financial interest. The following table presents the wholly-owned subsidiaries of Curaleaf, Inc. as well as the entities in which Curaleaf, Inc., directly or indirectly, held a controlling financial interest as of December 31, 2023 and 2022: 2023 2022 Business name Operations Ownership % (1) CLF AZ, Inc. AZ 100% 100% CLF NY, Inc. NY 100% 100% Curaleaf CA, Inc. CA 100% 100% Curaleaf KY, Inc. KY 100% 100% Curaleaf Massachusetts, Inc. MA 100% 100% Curaleaf MD, LLC MD 100% 100% Curaleaf OGT, Inc. OH 100% 100% Curaleaf PA, LLC PA 100% 100% Focused Investment Partners, LLC MA 100% 100% CLF Maine, Inc. ME 100% 100% PalliaTech CT, Inc. CT 100% 100% CLF Oregon, LLC (formerly PalliaTech OR, LLC) OR 100% 100% PalliaTech Florida, Inc. FL 100% 100% PT Nevada, Inc. NV 100% 100% CLF Sapphire Holdings, Inc. OR 100% 100% Curaleaf NJ II, Inc. NJ 100% 100% Focused Employer, Inc. MA 100% 100% GR Companies, Inc. IL 100% 100% CLF MD Employer, LLC MD 100% 100% Curaleaf Columbia, LLC (formerly HMS Sales, LLC) MD 100% 100% MI Health, LLC MD 100% 100% Curaleaf Compassionate Care VA, LLC VA 100% 100% Curaleaf UT, LLC UT 100% 100% Curaleaf Processing, Inc MA 100% 100% Virginia's Kitchen, LLC CO 100% 100% Cura CO LLC CO 100% 100% Curaleaf DH, Inc. CA 100% 100% Curaleaf Stamford, Inc. CT 100% 100% CLF Holdings Alabama, Inc. AL 100% 100% Primary Organic Therapy, Inc (d/b/a Maine Organic Therapy) ME 100% — Windy City Holding Company, LLC* IL — — Grassroots OpCo AR, LLC* AR — — Remedy Compassion Center, Inc* ME — — Broad Horizon Holdings, LLC* MA — — (1) Based on % of voting interests held by Curaleaf, Inc. with the exception of the entities which Curaleaf, Inc. consolidates as variable interest entities. * Consolidated by Curaleaf, Inc. as a variable interest entity. Non-controlling interests (“NCI”) Non-controlling interests in consolidated subsidiaries represent the component of equity in consolidated subsidiaries held by third parties. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary is initially measured at fair value and the difference between the carrying value and fair value of the retained interest recorded as a gain or loss. Non-controlling interests with redemption features, such as put options, that are not solely within the Company’s control are considered redeemable non-controlling interests. Redeemable non-controlling interests are considered to be temporary equity and are reported in the mezzanine section between total liabilities and shareholders’ equity in the consolidated balance sheets. Redeemable non-controlling interests are recorded at the greater of carrying value, which is adjusted for the non-controlling interests’ share of net income or loss, or estimated redemption value at the end of the reporting period. |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash |
Accounts receivable, net | Accounts receivable, net The Company maintains an allowance for expected credit losses to reflect the expected uncollectability 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 Company’s 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 are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. |
Inventories | Inventories, net Inventories, including packaging and supplies, are stated at lower of cost or net realizable value (“NRV”). NRV is the estimated selling price in the ordinary course of business less estimated costs to sell. Packaging and supplies are initially valued at cost. The Company values its inventories at standard cost, which approximates weighted average cost. The direct and indirect costs of inventories include materials, labor and depreciation expense on equipment involved in trimming and packaging. All direct and indirect costs related to inventories are capitalized as they are incurred and subsequently recorded within Cost of goods sold on the Consolidated Statements of Operations at the time the inventoried product is sold. The Company reviews its inventories for obsolete, redundant and slow moving goods, and any such inventories are written down to NRV, which is recorded within Cost of goods sold on the Consolidated Statements of Operations. |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment, net are stated at cost, net of accumulated depreciation and impairment losses, if any. Ordinary repairs and maintenance are expensed as incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the property, plant and equipment to its salvage value as follows: Estimated useful life Information technology 3-5 years Furniture and fixtures 3-7 years Building and improvements 15-39 years Leasehold improvements Shorter of useful life or remaining lease term Property, plant and equipment held for sale are recorded at estimated fair value less costs to sell and depreciation is ceased. The Company reviews the residual values, useful lives and depreciation methods of its property, plant and equipment at each fiscal year-end, and any adjustments deemed to be appropriate are applied prospectively. Construction in progress is measured at cost and upon completion reclassified to one of the Company’s four classes of property, plant and equipment as noted in the above table, depending on the nature of the associated assets. Depreciation commences upon the property, plant and equipment becoming available for its intended use. Subsequent expenditures on in-service property, plant and equipment are capitalized only if it is probable that the expenditure will provide future economic benefits to the Company beyond those initially expected. The Company recognizes leasehold improvements within Building and improvements in Note 10 — Property, plant and equipment, net . Property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of property, plant and equipment (calculated as the difference between net disposal proceeds and the carrying value of the property, plant and equipment) is recognized in Other income (expense), net on the Consolidated Statements of Operations. |
Intangible assets | Intangible assets, net Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are recognized at fair value at the date of acquisition, while intangible assets that are internally generated are recognized at cost. The useful life of an internally generated intangible asset is the shorter of 15 years or the term specified by an applicable law, regulation or contractual provision. Intangible assets are amortized on a straight-line basis over the following estimated useful lives: Estimated useful life Licenses and service agreements 5-30 years Trade names 1-20 years Intellectual property and know-how 5-15 years Non-compete agreements 1-15 years |
Leases | Leases The Company assesses contracts to assess whether a contract is, or contains, a lease. If a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration, the Company deems that contract a lease, or as containing an embedded lease, and evaluates whether the lease arrangement is an operating or a finance lease at inception. For lease arrangements with an initial term in excess of 12 months, the Company recognizes a lease liability equal to the present value of outstanding lease payments and a right-of-use (“ROU”) asset equal to the lease liability, subject to certain adjustments. For lease arrangements with an initial term of 12 months or less, the Company does not recognize a lease liability and ROU asset; instead, the Company recognizes the related lease payments as lease expense on a straight-line basis over the lease term. The Company uses its incremental borrowing rate to determine the present value of outstanding lease payments. The Company has elected to combine lease and non-lease components for all classes of its leased assets. ROU assets are amortized on a straight-line basis over the earlier of the useful life of the ROU asset or the end of the lease term. On the Consolidated Statements of Operations, amortization of operating ROU assets is recognized as lease expense within Selling, general and administrative, and amortization of finance ROU assets is recognized within Depreciation and amortization on the Consolidated Statements of Operations. In addition, the Company recognizes interest expense on its finance lease liabilities using the effective interest method, within Interest expense related to lease liabilities and financial obligations on the Consolidated Statements of Operations. The terms of the lease arrangements at commencement are determined based on the noncancellable period for which the Company has the right to use the underlying leased assets, inclusive of any periods covered by an option: • the Company is reasonably certain to exercise that would extend the lease, • the Company is reasonably certain not to exercise that terminates the lease and • 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 arrangements are reasonably certain of exercise, including the location of the leased asset, the length of time before the options can be exercised, expected value of the leased assets at the end of the initial lease terms, relevance of the leased assets to the Company's operations and the cost of negotiating a new lease. The Company has historically entered into transactions wherein the Company sold real estate property or equipment to a buyer and simultaneously leased back all, or a portion of, the same asset for all, or part of, the asset’s remaining economic life. Transactions such as these are evaluated to determine whether sale-leaseback accounting is required. If the Company determines that it has retained control of the property or equipment, the Company recognizes the financed leased asset within Property, plant and equipment, net, with a corresponding increase to Financial obligation on the Consolidated Balance Sheets. The Company uses the effective interest method to allocate lease cash payments between reduction of the financial obligation and recognition of interest expense within Interest expense related to lease liabilities and financial obligations on the Consolidated Statements of Operations. |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates the recoverability of its long-lived assets, including property, plant and equipment, ROU assets and definite lived intangible assets, whenever events or changes in circumstances indicate that the carrying value of a long-lived asset, or asset group, may not be recoverable. When the Company determines that the carrying value of its long-lived assets may not be recoverable, the long-lived assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use and eventual disposition of the long-lived assets. If the carrying value of a long-lived asset, or asset group, exceeds its estimated future undiscounted cash flows, an impairment loss equal to the excess is recognized within Loss on impairment on the Consolidated Statements of Operations, during the period in which the impairment is identified. |
Goodwill and Impairment of goodwill | Goodwill Goodwill represents the excess of the consideration transferred for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Impairment of goodwill Goodwill is not subject to amortization and is tested annually for impairment, as of October 1 of each year, or more frequently, if events or changes in circumstances indicate that it might be impaired. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the Company’s manner of use of the acquired assets or strategy for the overall business, a significant decrease in the market value of the acquired assets or significant negative industry or economic trends. Goodwill is tested for impairment at the reporting unit level. A reporting unit is the same as, or one level below, an operating segment and represents a component, or group of components, for which discrete financial information is available and reviewed regularly by segment management. Goodwill is deemed to be impaired if the carrying value of a reporting unit, including allocated goodwill, exceeds its fair value (but not below zero), as determined using both an income and a market approach; an impairment loss equal to the excess is recognized within Loss on impairment on the Consolidated Statements of Operations, during the period in which the impairment is identified. Change in reporting units During the year ended December 31, 2023, the Company evaluated its existing reporting units in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other , and determined that the individual components of its two operating segments, Domestic and International (as determined in accordance with ASC 280, Segment Reporting) |
Deferred charges: notes payable | Deferred charges: notes payable |
Commitments and contingencies | Commitments and contingencies The Company recognizes contingent liabilities when such contingencies are probable and reasonably estimable. Losses related to contingencies are typically recognized within Other income, net in the Consolidated Statements of Operations. The Company recognizes legal costs for contingencies in the period in which the costs are incurred within Selling, general and administrative in the Consolidated Statements of Operations. |
Income taxes | Income taxes The Company’s Provision for income taxes is comprised of current and deferred taxes and is recognized in the Consolidated Statements of Operations, except to the extent that the income tax expense relates to a business combination, items recognized directly within Shareholders’ equity on the Consolidated Balance Sheets or items recognized directly within Total other expense, net on the Consolidated Statements of Operations. Current taxes are recognized on taxable income (loss) for the fiscal period, as adjusted for unrealized tax benefits, changes in tax receivables (payables) that arose in a prior period and recovery of taxes paid in a prior period. Current taxes are measured using tax rates and laws enacted during the period within which the taxable income (loss) arose. Current taxes can also arise from dividends. Current tax assets and liabilities are offset only if certain criteria are met. Deferred taxes are recognized with respect to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax basis, with certain exceptions. Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. If the Company determines, based on available evidence, that it is more likely than not that all or a portion of a deferred tax asset will not be realized, a valuation allowance is established to reduce the deferred tax asset by the amount expected to be unrealizable. Management reassesses the need for a valuation allowance at the end of each reporting period and takes into consideration, among other matters, the nature, frequency and severity of current and cumulative losses; forecasts of future profitability and the duration of statutory carryforward periods. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. A change in the recognition or measurement of an unrealized tax benefit is reflected in the period during which the change occur. As the Company operates in the cannabis industry, it is subject to the limitations of Section 280E of the Internal Revenue Code (“IRC”) (“Section 280E”), which prohibits the Company from deducting normal business expenses associated with the sale of cannabis, such as payroll and rent, from gross income (revenue less cost of goods sold). |
Revenue recognition | Revenue recognition Revenue is recognized by the Company in accordance with Accounting Standards Update (“ASU”) 2014-09 , Revenue from Contracts with Customers (Topic 606) (“ASC 606”), pursuant to which the Company recognizes revenue when the control of a promised good or service is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the transferred good or service. In order to recognize revenue under ASC 606, the Company applies the following five-step model: i. Identify a customer along with a corresponding contract; ii. Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; iii. Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; iv. Allocate the transaction price to the performance obligation(s) in the contract; and v. Recognize revenue when or as the Company satisfies the performance obligation(s). The majority of the Company’s performance obligations are satisfied at a point in time; either upon delivery and acceptance of the Company’s goods or services by the customer in its wholesale transactions or immediately upon transfer of the Company’s goods or services to the customer in its retail transactions. Revenues from the Company’s cannabis sales are recorded net of sales discounts at the time of delivery to the customer. Payment is typically due upon transfer of the Company’s products to the customer or within a specified time period permitted under the Company’s credit policy. Retail and Wholesale Revenue The Company derives its domestic retail and wholesale revenue in U.S. states in which it is licensed to cultivate, process, distribute and sell cannabis and hemp. The Company sells directly to customers at its retail stores and sells wholesale to third-party dispensaries or processors. Internationally, the Company also derives retail revenues in the U.K., where it holds a pharmacy license which enables it to fulfil cannabis prescriptions directly to the patient through its online pharmacy. In Germany, the Company supplies cannabis on a wholesale basis to pharmacies and to other distributors. All products that are supplied to Italy are sold to wholesalers who import the Company’s products. Non-cannabis revenues are all derived from wholesale operations in Spain, the U.K., Switzerland and Germany. For most of its locations, the Company offers a loyalty reward program to its retail dispensary customers that allows customers who enroll in the program to earn reward points at point of sale for use on future purchases. Loyalty reward points earned by the Company’s retail customers are recognized as a reduction of revenue at the time of sale. Those earned points are recognized as Accrued expenses on the Consolidated Balance Sheets, until redeemed, expired or forfeited. As of December 31, 2023 and 2022, the Company’s Accrued loyalty payable totaled $5.3 million a nd $8.2 million , respectively, and is recognized within Accrued expenses on the Consolidated Balance Sheets. Management Fee Income Management fee income primarily represents revenue related to management services agreements (“MSAs”) pursuant to which the Company provides professional services, including cultivation, processing and retail know-how, back-office administration, intellectual property licensing, real estate leasing services and lending facilities to medical and adult-use cannabis licensees. In addition, management fee income includes royalty fees earned on third-party use of certain of the Company’s licenses, as well as consultation fees earned in the Company’s international operations. The Company recognizes management fee income on a straight-line basis over the term of the associated agreements as services are provided. |
Share-based payment arrangements | Share-based compensation The Company recognizes compensation expense for all share-based awards, including stock options, performance stock units (“PSUs”) and restricted stock units (“RSUs”), granted to its employees and directors at the fair value of the awards on the date of grant. The Company uses the Black-Scholes valuation model to determine the grant-date fair value of stock options. The inputs into the Black-Scholes valuation model, including the expected term of the instrument, expected volatility, risk-free interest rate and dividend rate are determined by reference to the terms of the underlying instrument as well as the Company’s experience with similar instruments. In instances where stock options or units have performance or market conditions, the Company utilizes the Monte Carlo valuation model to simulate the various outcomes that affect the value of the stock options or units. Share-based compensation is amortized on a straight-line basis over the requisite service period of the share-based awards, which is generally the vesting period, and recognized within Share-based compensation on the Consolidated Statements of Operations, with a corresponding increase to Total shareholders’ equity on the Consolidated Balance Sheets . The amount recognized as an expense is adjusted to reflect the number of share-based awards for which the related service conditions are expected to be met, such that the total share-based compensation ultimately recognized by the Company is based on the number of share-based awards that meet the related service conditions at the vesting date. The Company recognizes the impact of forfeitures to its share-based compensation as they occur. |
Earnings per share, basic and diluted | Earnings per share, basic and diluted The Company presents basic and diluted earnings per share (“EPS”), as applicable. Basic EPS is calculated by dividing the profit or loss attributable to the Company’s shareholders by the weighted average number of shares outstanding during the reporting period. Diluted EPS is determined by adjusting the profit or loss attributable to the Company’s shareholders and the weighted average number of shares outstanding during the period, for the effects of all potentially dilutive instruments, which, for the Company, is comprised of share-based awards and convertible debt. Instruments with an anti-dilutive impact are excluded from the calculation of diluted EPS. The Company applies the treasury stock method to calculate the number of potentially dilutive securities with respect to its share-based awards and the if-converted method with respect to any outstanding convertible debt. |
Related party transactions | Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. |
Business combinations and asset acquisitions | Business combinations The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations (“ASC 805”), which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition or assumption of control. Non-controlling interests in the acquiree are measured at fair value on acquisition date. Acquisition related transaction costs are recognized as expenses in the period in which the costs are incurred. The excess of consideration transferred over the net assets acquired and liabilities assumed, is recognized as goodwill as of the acquisition date. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. The Company utilizes the guidance prescribed by ASC 805, which allows entities to use a screen test to determine if a transaction should be accounted for as a business combination or an asset acquisition. Under the optional screen test, where substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the transaction would be accounted for as an asset acquisition. Management performs a concentration test where appropriate and if the concentration of assets is 90% or above, the transaction is generally accounted for as an asset acquisition. In addition, if the assets acquired are not a business, the Company accounts for the transaction as an asset acquisition. Contingent consideration is measured at fair value at the date of acquisition and included as part of the consideration transferred in a business combination. Contingent consideration classified as a liability requires fair value remeasurement at the end of each reporting period, with adjustments to the fair value of the contingent liability recognized within Other income, net on the Consolidated Statements of Operations. Contingent consideration classified as equity is assessed at the end of each reporting period to determine whether equity classification remains appropriate. 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. Operating results associated with acquisitions are included in the consolidated financial statements from the date of acquisition. Asset acquisitions In accordance with ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, the Company defines asset acquisitions as those not pertaining to the acquisition of inputs, processes and outputs that constitute a business. The Company assigns carrying values to all the assets acquired and liabilities assumed in an asset acquisition based on their relative fair values. |
Fair value of financial instruments | Fair value of financial instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in its 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. 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 — Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 — Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and Level 3 — Inputs for the asset or liability that are not based on observable market data. The Company elected to apply the beginning-of-period convention whereby all transfers into and out of Level 3 in the fair value hierarchy are deemed to have had occurred at the beginning of the reporting period. The Company does not reclassify its financial instruments within the fair value hierarchy subsequent to initial recognition, unless a change has occurred in its business model for managing financial instruments. |
Significant accounting judgments, estimates and assumptions | Significant accounting judgments, estimates and assumptions The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of revenue, expenses, assets, liabilities and contingencies. Although actual results in subsequent periods may differ from these estimates, such estimates are developed based on the best information available to management and based on management’s best judgments at the time. The Company relies upon historical experience, observable trends and various other assumptions to develop reasonable significant estimates and assumptions, which are then regularly reviewed and updated, as needed, by management. Changes in estimates are accounted for prospectively and are based upon on-going trends or subsequent settlements and the sensitivity level of the estimates and assumptions to changes in facts and circumstances. Although management believes that all estimates are reasonable, actual results could differ from these estimates. The most significant assumptions and estimates underlying the Consolidated Financial Statements are described below: Consolidation When determining the appropriate basis of accounting for the Company’s interests in affiliates, the Company makes judgements about the degree of influence that it exerts directly or indirectly through an arrangement over the investees’ relevant activities. See Note 27 — Variable interest entities for further detail. Accounting for acquisitions and business combinations Classification of an acquisition as a business combination or asset acquisition hinges on whether the asset acquired constitutes a business, which can be a complex judgment. In determining the fair value of all identifiable assets, liabilities and contingent liabilities acquired, the most significant estimates are related to the valuation of contingent consideration and intangible assets. Management exercises judgement in estimating the probability and timing of when earn-outs are expected to be achieved, which is used as the basis for estimating fair value. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert may be engaged to apply the appropriate valuation techniques to management’s forecast of the total expected future net cash flows in order to estimate fair value. The primary intangible assets typically acquired in a business combination within the cannabis industry are cannabis licenses, as they provide companies with the ability to operate in additional markets. To estimate the fair value of intangible assets management exercises judgement in developing cash flow projections and choosing discount and terminal growth rates. The estimated fair value of intangible assets is most sensitive to changes in the discount rate applied. The terminal growth rate represents the rate at which businesses will continue to grow into perpetuity. Other significant assumptions include revenue, gross profit, operating expenses and anticipated capital expenditures which are based on the historical operations of the acquiree along with management’s projections. These valuations are closely linked to the assumptions made by management regarding future performance of the assets acquired and any changes in the discount rate applied. Contingent consideration payable as a result of a business combination is recorded at fair value at the date of acquisition. The fair value of contingent consideration is subject to significant judgments and estimates, such as projected future revenue. See Note 4 — Acquisitions for further detail. Share-based compensation The Company uses the Black-Scholes valuation model to determine the fair value of stock options granted to employees and directors under share-based awards, where appropriate. In instances where stock options or units have performance or market conditions, the Company utilizes the Monte Carlo valuation model to simulate the various outcomes that affect the value of the stock option or units. In estimating fair value, management is required to make certain significant assumptions and estimates such as the expected life of stock options or units, volatility of the Company’s future share price, risk free rates and future dividend yields. Changes in assumptions used to estimate fair value could result in materially different results. See Note 17 — Share-based compensation for further detail. Goodwill impairment Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired in accordance with ASC 350. In order to determine the amount, if any, the carrying value might be impaired, the Company performs the analysis on a reporting unit level using both an income and a market approach. Under the income approach, fair value is estimated on the present value of estimated cash flows (i.e. discounted cash flows). The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping. A number of factors, including historical results, business plans, forecasts and market data are used to determine the fair value of the Company’s reporting units. In addition, determining the composition of the Company’s reporting units require significant management judgment. Changes in the conditions for these judgments and estimates can significantly affect the estimated fair value of the reporting units and the implied fair value of goodwill. See Note 12 — Intangible assets, net and Goodwill for further detail. Inventories, net In measuring the value of its inventories, net at the end of the reporting period, the Company compares inventoried costs to estimated NRV. The NRV of inventories, net represents the estimated selling price for the Company’s goods in the ordinary course of business, less all estimated costs of completion and costs necessary to sell. The determination of NRV requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling prices and contractual arrangements with customers. Reserves for excess and obsolete inventory are also based upon quantities on hand and projected volumes from demand forecasts. Developing these estimates require significant management judgment and are made at a point in time, using available information, expected business plans and expected market conditions. The future realization of these inventories may be affected by market-driven changes that reduce future selling prices. As a result, the actual amount received from sale of inventories, net could differ from estimates. See Note 8 — Inventories, net for further detail. Income taxes The Company records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. There is inherent uncertainty in quantifying income tax positions, especially considering the complex tax laws and regulations for federal, state and foreign jurisdictions in which the Company operates. The Company has recorded tax benefits for those tax positions where it is more likely than not that a tax benefit will result upon ultimate settlement with the relevant tax authority that has all relevant information. See Note 21 — Income Taxes for further detail. Assets and liabilities held for sale The Company classifies assets held for sale in accordance with ASC 205 , Presentation of Financial Statements (“ASC 205”). When the Company makes the decision to sell an asset, disposal group or to cease operations for a portion of its business, the Company assesses whether such assets and related liabilities, should be classified as held for sale. To be classified as held for sale, the asset or disposal group must meet all of the following conditions at the end of the reporting period: i. available for immediate sale in its present condition; ii. management is committed to a plan to sell; iii. an active program to locate a buyer and complete the plan has been initiated; iv. the asset or disposal group is being actively marketed at a sales price that is reasonable in relation to its fair value; v. the sale is highly probable within one year from the date of classification and vi. actions required to complete the plan indicate that it is unlikely that the plan will be significantly changed or withdrawn. An asset held for sale is measured at the lower of its carrying amount or fair value less cost to sell unless the asset held for sale meets the exceptions as prescribed by ASC 205. Fair value is the amount obtainable from the sale of the asset in an arm’s length transaction, less the costs of disposal. See Note 5 — Assets and liabilities held for sale for further detail. Discontinued Operations The Company classifies held for sale assets and liabilities as discontinued operations in accordance with ASC 205. A disposal of a component of an entity or group of components of an entity shall be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results and meets the criteria for assets held for sale, is already disposed of by sale, or is disposed of other than by sale (i.e. via abandonment, distribution to owners in a spin off, etc.). The held for sale classification criteria is presented above under ‘Assets and liabilities held for sale’ . |
New, amended and future GAAP pronouncements | New, amended and future U.S. GAAP pronouncements The Company has implemented all applicable U.S. GAAP standards recently issued by the Financial Accounting Standards Board (“FASB”). Pronouncements that are not applicable or where it has been determined do not have a significant impact to the Company have been excluded herein. New Accounting Guidance - Recently Adopted In June 2022, the FASB issued ASU 2022-03, Fair Value Measurements of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarified that a contractual restriction on the sale of an equity security is not considered part of the unit of account of an equity security. As a result, such restriction is not considered in measuring fair value of the equity security. ASU 2022-03 is effective for all other entities for fiscal years beginning after December 15, 2024 and interim periods within those fiscal years, with early adoption permitted. The Company early adopted and applied ASU 2022-03, prospectively, as of the quarter ended September 30, 2023, noting no material impact to the Company’s Consolidated Financial Statements. New Accounting Guidance - Recently Issued In August 2023, the FASB issued ASU 2023-05, Business Combinations— Joint Venture Formations (“ASU 2023-05”). ASU 2023-05, among other things, (1) defines a joint venture as the formation of a new entity without an accounting acquirer and (2) requires that a joint venture measure its identifiable net assets and goodwill, if any, at the formation date, such that the initial measurement of a joint venture’s total net assets is equal to the fair value of 100% of the joint venture’s equity, including any noncontrolling interest in the net assets of the joint venture. ASU 2023-05 is effective for all joint ventures with a formation date on or after January 1, 2025. Early adoption is permitted. The Company is currently evaluating the potential impact of the adoption of this standard on the Company and its consolidated financial statements upon adoption. In October 2023, the FASB issued ASU 2023-06, Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 incorporates certain SEC disclosure requirements into the FASB Codification. The amendments in ASU 2023-06 are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements and align the requirements in the FASB Codification with the SEC’s regulations. ASU 2023-06 is effective, for all other entities, two years after the effective date of the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K. Early adoption is prohibited. The Company does not anticipate ASU 2023-06 will impact its consolidated financial statements upon adoption. In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of the adoption of this standard on the Company and its consolidated financial statements upon adoption. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures |
Basis of presentation and con_2
Basis of presentation and consolidation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of company and its subsidiaries and other entities consolidated on a basis other than of ownership | Included in the Consolidated Financial Statements are the following wholly-owned and majority-owned subsidiaries of the Company as well as entities over which the Company held a controlling financial interest as of December 31, 2023 and 2022: 2023 2022 Business name Operations Ownership % (1) Curaleaf International Holdings Limited Guernsey 68.5% 68.5% Curaleaf, Inc. NY — 100% (1) Based on % of voting interests held by the Company. The following table presents the wholly-owned subsidiaries of Curaleaf, Inc. as well as the entities in which Curaleaf, Inc., directly or indirectly, held a controlling financial interest as of December 31, 2023 and 2022: 2023 2022 Business name Operations Ownership % (1) CLF AZ, Inc. AZ 100% 100% CLF NY, Inc. NY 100% 100% Curaleaf CA, Inc. CA 100% 100% Curaleaf KY, Inc. KY 100% 100% Curaleaf Massachusetts, Inc. MA 100% 100% Curaleaf MD, LLC MD 100% 100% Curaleaf OGT, Inc. OH 100% 100% Curaleaf PA, LLC PA 100% 100% Focused Investment Partners, LLC MA 100% 100% CLF Maine, Inc. ME 100% 100% PalliaTech CT, Inc. CT 100% 100% CLF Oregon, LLC (formerly PalliaTech OR, LLC) OR 100% 100% PalliaTech Florida, Inc. FL 100% 100% PT Nevada, Inc. NV 100% 100% CLF Sapphire Holdings, Inc. OR 100% 100% Curaleaf NJ II, Inc. NJ 100% 100% Focused Employer, Inc. MA 100% 100% GR Companies, Inc. IL 100% 100% CLF MD Employer, LLC MD 100% 100% Curaleaf Columbia, LLC (formerly HMS Sales, LLC) MD 100% 100% MI Health, LLC MD 100% 100% Curaleaf Compassionate Care VA, LLC VA 100% 100% Curaleaf UT, LLC UT 100% 100% Curaleaf Processing, Inc MA 100% 100% Virginia's Kitchen, LLC CO 100% 100% Cura CO LLC CO 100% 100% Curaleaf DH, Inc. CA 100% 100% Curaleaf Stamford, Inc. CT 100% 100% CLF Holdings Alabama, Inc. AL 100% 100% Primary Organic Therapy, Inc (d/b/a Maine Organic Therapy) ME 100% — Windy City Holding Company, LLC* IL — — Grassroots OpCo AR, LLC* AR — — Remedy Compassion Center, Inc* ME — — Broad Horizon Holdings, LLC* MA — — (1) Based on % of voting interests held by Curaleaf, Inc. with the exception of the entities which Curaleaf, Inc. consolidates as variable interest entities. * Consolidated by Curaleaf, Inc. as a variable interest entity. |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of company and its subsidiaries and other entities consolidated on a basis other than of ownership | Included in the Consolidated Financial Statements are the following wholly-owned and majority-owned subsidiaries of the Company as well as entities over which the Company held a controlling financial interest as of December 31, 2023 and 2022: 2023 2022 Business name Operations Ownership % (1) Curaleaf International Holdings Limited Guernsey 68.5% 68.5% Curaleaf, Inc. NY — 100% (1) Based on % of voting interests held by the Company. The following table presents the wholly-owned subsidiaries of Curaleaf, Inc. as well as the entities in which Curaleaf, Inc., directly or indirectly, held a controlling financial interest as of December 31, 2023 and 2022: 2023 2022 Business name Operations Ownership % (1) CLF AZ, Inc. AZ 100% 100% CLF NY, Inc. NY 100% 100% Curaleaf CA, Inc. CA 100% 100% Curaleaf KY, Inc. KY 100% 100% Curaleaf Massachusetts, Inc. MA 100% 100% Curaleaf MD, LLC MD 100% 100% Curaleaf OGT, Inc. OH 100% 100% Curaleaf PA, LLC PA 100% 100% Focused Investment Partners, LLC MA 100% 100% CLF Maine, Inc. ME 100% 100% PalliaTech CT, Inc. CT 100% 100% CLF Oregon, LLC (formerly PalliaTech OR, LLC) OR 100% 100% PalliaTech Florida, Inc. FL 100% 100% PT Nevada, Inc. NV 100% 100% CLF Sapphire Holdings, Inc. OR 100% 100% Curaleaf NJ II, Inc. NJ 100% 100% Focused Employer, Inc. MA 100% 100% GR Companies, Inc. IL 100% 100% CLF MD Employer, LLC MD 100% 100% Curaleaf Columbia, LLC (formerly HMS Sales, LLC) MD 100% 100% MI Health, LLC MD 100% 100% Curaleaf Compassionate Care VA, LLC VA 100% 100% Curaleaf UT, LLC UT 100% 100% Curaleaf Processing, Inc MA 100% 100% Virginia's Kitchen, LLC CO 100% 100% Cura CO LLC CO 100% 100% Curaleaf DH, Inc. CA 100% 100% Curaleaf Stamford, Inc. CT 100% 100% CLF Holdings Alabama, Inc. AL 100% 100% Primary Organic Therapy, Inc (d/b/a Maine Organic Therapy) ME 100% — Windy City Holding Company, LLC* IL — — Grassroots OpCo AR, LLC* AR — — Remedy Compassion Center, Inc* ME — — Broad Horizon Holdings, LLC* MA — — (1) Based on % of voting interests held by Curaleaf, Inc. with the exception of the entities which Curaleaf, Inc. consolidates as variable interest entities. * Consolidated by Curaleaf, Inc. as a variable interest entity. |
Schedule of estimated useful life of property, plant and equipment | Depreciation is calculated on a straight-line basis over the estimated useful life of the property, plant and equipment to its salvage value as follows: Estimated useful life Information technology 3-5 years Furniture and fixtures 3-7 years Building and improvements 15-39 years Leasehold improvements Shorter of useful life or remaining lease term |
Schedule of estimated useful lives of finite lived intangible assets | Intangible assets are amortized on a straight-line basis over the following estimated useful lives: Estimated useful life Licenses and service agreements 5-30 years Trade names 1-20 years Intellectual property and know-how 5-15 years Non-compete agreements 1-15 years |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of assets acquired and liabilities assumed and allocation of consideration | The following table presents the fair value of the assets acquired and liabilities assumed in the acquisition of Deseret as of the acquisition date and an allocation of the consideration to net assets acquired: Cash $ 1,360 Prepaid expenses and other current assets 137 Inventories, net 807 Property, plant and equipment, net 1,692 Right-of-use assets 406 Other assets 57 Licenses 10,620 Trade name 890 Non-compete agreements 230 Goodwill 7,002 Deferred tax liabilities (3,339) Liabilities assumed (5,242) Net assets acquired $ 14,620 Consideration paid in cash $ 2,067 Deferred consideration classified as a liability 12,553 Total consideration $ 14,620 Cash outflow, net of cash acquired $ 707 The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired: Cash $ 18,821 Accounts receivable, net 804 Prepaid expenses and other current assets 381 Inventories, net 3,694 Property, plant and equipment, net 5,225 Right-of-use assets 14,265 Other assets 122 Licenses 174,770 Trade name 2,230 Non-compete agreements 1,260 Goodwill 60,680 Deferred tax liabilities (42,713) Liabilities assumed (25,315) Net assets acquired $ 214,224 Consideration paid in cash, net of working capital adjustments $ 68,791 Note payable 145,433 Total consideration $ 214,224 Cash outflow, net of cash acquired $ 49,970 The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired: Cash $ 45 Accounts receivable, net 139 Prepaid expenses and other current assets 36 Other assets 40 Licenses 17,181 Deferred tax liabilities (3,264) Liabilities assumed (5,417) Net assets acquired $ 8,760 Consideration paid in cash $ 6,689 Contingent consideration payable 2,071 Total consideration $ 8,760 Cash outflow, net of cash acquired $ 6,644 The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired: Accounts receivable, net $ 2 Inventories, net 185 Licenses 21,448 Deferred tax liabilities (5,555) Liabilities assumed (3,318) Net assets acquired $ 12,762 Consideration paid in cash, net of working capital adjustments $ 9,927 Equity consideration 835 Deferred consideration classified as a liability 2,000 Total consideration $ 12,762 Cash outflow $ 9,927 The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date: Cash $ 5,498 Accounts receivable, net 176 Prepaid expenses and other current assets 176 Inventories, net 2,605 Property, plant and equipment, net 2,105 Right-of-use assets 1,420 Other assets 114 Liabilities assumed (9,712) Gain on change in control $ 2,382 The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired: Cash $ 58 Accounts receivable, net 9 Prepaid expenses and other current assets 56 Inventories, net 379 Property, plant and equipment, net 358 Right-of-use assets 1,611 Licenses 5,803 Deferred tax liabilities (348) Liabilities assumed (1,892) Net assets acquired $ 6,034 Consideration paid in cash, net of working capital adjustments $ 6,034 Cash outflow, net of cash acquired $ 5,976 The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired: Cash $ 7 Accounts receivable, net 964 Prepaid expenses and other current assets 311 Inventories, net 1,004 Property, plant and equipment, net 768 Right-of-use assets 437 Other assets 55 Licenses 24,790 Trade name 4,133 Goodwill 13,064 Deferred tax liabilities (9,484) Liabilities assumed (3,753) Net assets acquired $ 32,296 Consideration paid in cash $ 9,899 Equity consideration 3,458 Contingent consideration payable 4,406 Non-controlling interest 14,533 Total consideration $ 32,296 Cash outflow, net of cash acquired $ 9,892 The following table presents the fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired: Cash $ 5,428 Accounts receivable, net 958 Prepaid expenses and other current assets 988 Inventories, net 24,030 Property, plant and equipment, net 21,538 Right-of-use assets 47,957 Other assets 4,264 Licenses 73,330 Trade name 3,270 Non-compete agreements 1,750 Goodwill 38,155 Deferred tax liabilities (2,831) Liabilities assumed (57,679) Net assets acquired $ 161,158 Cash consideration, net of working capital adjustments $ 24,248 Equity consideration 11,666 Deferred consideration classified as a liability 56,730 Deferred consideration classified as equity 59,289 Contingent consideration payable 9,225 Total consideration $ 161,158 Cash outflow, net of cash acquired $ 18,820 |
Schedule of changes in the contingent consideration account balance | The changes in the contingent consideration liability as of December 31, 2023 and 2022 are as follows: HMS (1) MEOT EMMAC (2) Los Sueños Sapphire Four20 Tryke Total Carrying amount, December 31, 2021 $ — $ 44 $ 35,260 $ 2,690 $ — $ — $ — $ 37,994 Contingent consideration recognized on acquisition — — — — 2,071 4,406 9,225 15,702 Payments of contingent consideration — — (8,744) — — — — (8,744) Revaluation of contingent consideration 1,854 — (4,714) (2,690) 2,038 — (915) (4,427) Difference in exchange — — (3,309) — (214) 284 — (3,239) Loss on contingent consideration not paid — (44) (8,132) — — — — (8,176) Carrying amount, December 31, 2022 1,854 — 10,361 — 3,895 4,690 8,310 29,110 Payments of contingent consideration (1,854) — (4,529) — (4,112) (3,414) — (13,909) Revaluation of contingent consideration — — (1,729) — — 1,163 989 423 Difference in exchange — — 621 — 217 163 — 1,001 Carrying amount, December 31, 2023 — — 4,724 — — 2,602 9,299 16,625 Less: Current contingent consideration liability — — — — — (2,602) (9,299) (11,901) Contingent consideration liability $ — $ — $ 4,724 $ — $ — $ — $ — $ 4,724 (1) The Company completed its acquisition of the rights to the assets of HMS Health, LLC in May 2021. (2) Curaleaf International completed its acquisition of EMMAC Life Sciences Limited (“EMMAC”) in April 2021. |
Schedule of deferred consideration liability | The changes in the deferred consideration liability as of December 31, 2023 and 2022 are as follows: Deseret Tryke NRPC Total Carrying amount, December 31, 2021 $ — $ — $ — $ — Deferred consideration recognized on acquisition — 58,365 2,000 60,365 Interest expense on deferred consideration — 935 — 935 Carrying amount, December 31, 2022 — 59,300 2,000 61,300 Deferred consideration recognized on acquisition 12,553 — — 12,553 Interest expense on deferred consideration — 9,710 — 9,710 Change in fair value on deferred consideration paid (2,637) — — (2,637) Payments of deferred consideration (9,916) (27,358) — (37,274) Carrying amount, December 31, 2023 — 41,652 2,000 43,652 Less: Deferred consideration liability - current — 22,342 — 22,342 Deferred consideration liability $ — $ 19,310 $ 2,000 $ 21,310 |
Assets and liabilities held f_2
Assets and liabilities held for sale (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of assets and liabilities held for sale | The changes in assets and liabilities held for sale are as follows as of December 31, 2023 and 2022: Assets held for sale Discontinued Operations Held for Sale Entities Total Balance at December 31, 2021 $ 386,028 $ 77,503 $ 463,531 Transferred in/(out) (310,851) 27,772 (283,079) Balance at December 31, 2022 75,177 105,275 180,452 Transferred in/(out) (61,961) (100,696) (162,657) December 31, 2023 $ 13,216 $ 4,579 $ 17,795 Liabilities associated with assets held for sale Discontinued Operations Held for Sale Entities Total Balance at December 31, 2021 $ 24,321 $ 18,577 $ 42,898 Transferred in/(out) (5,107) (1,262) (6,369) Balance at December 31, 2022 19,214 17,315 36,529 Transferred in/(out) (10,927) (16,429) (27,356) December 31, 2023 $ 8,287 $ 886 $ 9,173 The following table summarizes the major classes of assets and liabilities classified as held for sale (excluding discontinued operations) as of December 31, 2023 and 2022: As of 2023 2022 Assets Cash and cash equivalents $ — $ 4,792 Accounts Receivable, net of allowance for credit losses — 9 Inventories, net 509 2,983 Total current assets 509 7,784 Tax receivable — 234 Property, plant and equipment, net 4,002 11,008 Right-of-use assets, finance lease, net 68 449 Intangible assets, net — 44,000 Goodwill — 41,677 Other assets — 123 Total non-current assets 4,070 97,491 Total assets $ 4,579 $ 105,275 Liabilities Accounts payable $ — $ 1,050 Accrued expenses — 771 Lease liability, finance lease 84 45 Lease liability, operating lease 368 — Current portion of notes payable — 7 Other current liabilities — 1,097 Total current liabilities 452 2,970 Deferred tax liability — 13,511 Lease liability, finance lease — 834 Lease liability, operating lease 434 — Total non-current liabilities 434 14,345 Total liabilities $ 886 $ 17,315 The following table summarizes the major classes of assets and liabilities of the Company’s discontinued operations as of December 31, 2023 and 2022: 2023 2022 Assets Accounts receivable, net of allowance for credit losses $ 4,356 $ 6,998 Inventories, net — 15,861 Prepaid expenses and other current assets 53 3,472 Total current assets 4,409 26,331 Deferred tax asset 8,514 13,328 Property, plant and equipment, net 293 23,820 Right-of-use assets, finance lease, net — 282 Right-of-use assets, operating lease, net — 4,491 Intangible assets, net — 6,708 Other assets — 217 Total non-current assets 8,807 48,846 Total assets $ 13,216 $ 75,177 Liabilities Accounts payable $ 665 $ 4,483 Accrued expenses 4,670 11,518 Lease liabilities, finance lease - current 28 26 Lease liabilities, operating lease - current 689 591 Notes payable - current 72 82 Total current liabilities 6,124 16,700 Notes payable, net 56 68 Lease liabilities, finance lease 285 313 Lease liabilities, operating lease 1,822 2,133 Total non-current liabilities 2,163 2,514 Total liabilities $ 8,287 $ 19,214 The following table summarizes the Company’s discontinued operations for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Total revenues, net $ 20,274 $ 60,922 Cost of goods sold 37,015 108,310 Gross loss (16,741) (47,388) Other operating expenses 13,771 29,972 Operating loss (30,512) (77,360) Total other expense, net (25,257) (62,581) Loss from discontinued operations before provision for income taxes (55,769) (139,941) Income tax benefit 4,387 28,319 Net loss from discontinued operations $ (51,382) $ (111,622) |
Discontinued operations (Tables
Discontinued operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | The changes in assets and liabilities held for sale are as follows as of December 31, 2023 and 2022: Assets held for sale Discontinued Operations Held for Sale Entities Total Balance at December 31, 2021 $ 386,028 $ 77,503 $ 463,531 Transferred in/(out) (310,851) 27,772 (283,079) Balance at December 31, 2022 75,177 105,275 180,452 Transferred in/(out) (61,961) (100,696) (162,657) December 31, 2023 $ 13,216 $ 4,579 $ 17,795 Liabilities associated with assets held for sale Discontinued Operations Held for Sale Entities Total Balance at December 31, 2021 $ 24,321 $ 18,577 $ 42,898 Transferred in/(out) (5,107) (1,262) (6,369) Balance at December 31, 2022 19,214 17,315 36,529 Transferred in/(out) (10,927) (16,429) (27,356) December 31, 2023 $ 8,287 $ 886 $ 9,173 The following table summarizes the major classes of assets and liabilities classified as held for sale (excluding discontinued operations) as of December 31, 2023 and 2022: As of 2023 2022 Assets Cash and cash equivalents $ — $ 4,792 Accounts Receivable, net of allowance for credit losses — 9 Inventories, net 509 2,983 Total current assets 509 7,784 Tax receivable — 234 Property, plant and equipment, net 4,002 11,008 Right-of-use assets, finance lease, net 68 449 Intangible assets, net — 44,000 Goodwill — 41,677 Other assets — 123 Total non-current assets 4,070 97,491 Total assets $ 4,579 $ 105,275 Liabilities Accounts payable $ — $ 1,050 Accrued expenses — 771 Lease liability, finance lease 84 45 Lease liability, operating lease 368 — Current portion of notes payable — 7 Other current liabilities — 1,097 Total current liabilities 452 2,970 Deferred tax liability — 13,511 Lease liability, finance lease — 834 Lease liability, operating lease 434 — Total non-current liabilities 434 14,345 Total liabilities $ 886 $ 17,315 The following table summarizes the major classes of assets and liabilities of the Company’s discontinued operations as of December 31, 2023 and 2022: 2023 2022 Assets Accounts receivable, net of allowance for credit losses $ 4,356 $ 6,998 Inventories, net — 15,861 Prepaid expenses and other current assets 53 3,472 Total current assets 4,409 26,331 Deferred tax asset 8,514 13,328 Property, plant and equipment, net 293 23,820 Right-of-use assets, finance lease, net — 282 Right-of-use assets, operating lease, net — 4,491 Intangible assets, net — 6,708 Other assets — 217 Total non-current assets 8,807 48,846 Total assets $ 13,216 $ 75,177 Liabilities Accounts payable $ 665 $ 4,483 Accrued expenses 4,670 11,518 Lease liabilities, finance lease - current 28 26 Lease liabilities, operating lease - current 689 591 Notes payable - current 72 82 Total current liabilities 6,124 16,700 Notes payable, net 56 68 Lease liabilities, finance lease 285 313 Lease liabilities, operating lease 1,822 2,133 Total non-current liabilities 2,163 2,514 Total liabilities $ 8,287 $ 19,214 The following table summarizes the Company’s discontinued operations for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Total revenues, net $ 20,274 $ 60,922 Cost of goods sold 37,015 108,310 Gross loss (16,741) (47,388) Other operating expenses 13,771 29,972 Operating loss (30,512) (77,360) Total other expense, net (25,257) (62,581) Loss from discontinued operations before provision for income taxes (55,769) (139,941) Income tax benefit 4,387 28,319 Net loss from discontinued operations $ (51,382) $ (111,622) |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable, net consist of the following as of December 31, 2023 and 2022: 2023 2022 Trade accounts receivable $ 59,998 $ 44,423 Other receivables 2,379 4,798 Total trade accounts and other receivables 62,377 49,221 Less: allowance for credit losses (6,717) (4,042) Accounts receivable, net $ 55,660 $ 45,179 |
Schedule of allowance for credit losses | Changes in the Company’s allowance for credit losses were as follows: 2023 2022 Allowance for credit losses as of January 1, $ (4,042) $ (1,056) Provision (7,541) (4,511) Charge-offs and recoveries 4,866 1,525 Allowance for credit losses as of December 31, $ (6,717) $ (4,042) |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following as of December 31, 2023 and 2022: 2023 2022 Raw materials: Cannabis $ 30,054 $ 49,461 Non-Cannabis 22,064 15,113 Total raw materials 52,118 64,574 Work-in-process 72,988 102,050 Finished goods 90,807 68,158 Inventories, net $ 215,913 $ 234,782 |
Note receivable (Tables)
Note receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financing Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule of notes receivable | Note receivable consists of the following as of December 31, 2023 and 2022: 2023 2022 Current portion of note receivable $ 7,020 $ — |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of property, plant and equipment, net and related accumulated depreciation | Property, plant and equipment, net consist of the following as of December 31, 2023 and 2022: 2023 2022 Land $ 8,026 $ 6,576 Building and improvements 514,777 442,749 Furniture and fixtures 168,846 180,179 Information technology 20,113 5,105 Construction in progress 43,704 81,032 Total property, plant and equipment 755,466 715,641 Less: Accumulated depreciation (183,839) (119,795) Property, plant and equipment, net $ 571,627 $ 595,846 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of components of lease cost | The components of the Company’s lease costs, including sale leaseback arrangements, recognized in the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 are as follows: Year ended December 31, 2023 2022 Finance lease cost: Amortization of ROU assets $ 15,406 $ 11,770 Interest on finance lease liabilities 18,265 17,315 Total finance lease cost $ 33,671 $ 29,085 Sale leaseback financial obligations: Interest on financial obligations $ 24,151 $ 16,326 Depreciation on assets associated with sale leaseback financial obligations 17,715 14,652 Total financial obligation cost $ 41,866 $ 30,978 Operating lease expense $ 28,876 $ 22,470 Total lease costs (1) $ 104,413 $ 82,533 (1) Excludes expenses for short-term lease and low-value leases due to immateriality of the amounts therein. |
Schedule of leased assets and liabilities | ROU assets and lease liabilities as of December 31, 2023 and 2022 consist of the following: 2023 2022 Operating leases Finance leases Operating leases Finance leases Lease assets and liabilities: Right-of-use assets $ 158,547 $ 183,820 $ 141,300 $ 181,505 Accumulated amortization (40,112) (40,617) (23,145) (24,919) Right-of-use assets, net $ 118,435 $ 143,203 $ 118,155 $ 156,586 Lease liabilities - current $ 15,993 $ 9,428 $ 17,001 $ 8,340 Lease liabilities - non-current 110,398 159,961 113,307 167,411 Total lease liabilities $ 126,391 $ 169,389 $ 130,308 $ 175,751 |
Schedule of sale leaseback arrangements | As of December 31, 2023 As of December 31, 2022 Financed property and equipment, net of accumulated depreciation of $46.0 million and $28.3 million, respectively $ 176,569 $ 194,253 |
Schedule of other information related to operating and finance leases | Cash flows associated with the Company’s operating and finance leases for the years ended December 31, 2023 and 2022 are as follows: Year ended December 31, 2023 2022 Operating cash flows from finance leases $ (18,265) $ (17,315) Operating cash flows from operating leases (29,352) (22,112) Operating cash flows from sale leaseback financial obligations (24,150) (19,746) Financing cash flows from finance leases (8,474) (5,586) Financing cash flows from sale leaseback financial obligations (4,551) (3,089) Proceeds from sale leasebacks accounted for as financial obligations 243 65,241 Total cash flow from lease activities $ (84,549) $ (2,607) 2023 2022 Weighted average remaining lease term (in years) - Finance leases 10.1 11.0 Weighted average remaining lease term (in years) - Operating leases 6.9 7.7 Weighted average discount rate - Finance leases 10.70 % 10.62 % Weighted average discount rate - Operating leases 10.50 % 9.87 % |
Schedule of future minimum payments due under non-cancelable finance leases | Maturities of the Company’s lease liabilities, under non-cancelable leases, as of December 31, 2023, are as follows: Operating Leases Finance Leases Financial Obligations Year ending December 31, 2024 $ 28,298 $ 26,820 $ 29,518 2025 26,291 27,371 30,273 2026 25,294 27,709 31,086 2027 23,960 28,273 28,953 2028 22,385 27,722 29,772 2029 and thereafter 53,521 150,895 239,477 Total undiscounted remaining minimum lease payments 179,749 288,790 389,079 Less: imputed interest (53,358) (119,401) (174,407) Total discounted remaining minimum lease payments $ 126,391 $ 169,389 $ 214,672 |
Schedule of future minimum payments due under non-cancelable operating leases | Maturities of the Company’s lease liabilities, under non-cancelable leases, as of December 31, 2023, are as follows: Operating Leases Finance Leases Financial Obligations Year ending December 31, 2024 $ 28,298 $ 26,820 $ 29,518 2025 26,291 27,371 30,273 2026 25,294 27,709 31,086 2027 23,960 28,273 28,953 2028 22,385 27,722 29,772 2029 and thereafter 53,521 150,895 239,477 Total undiscounted remaining minimum lease payments 179,749 288,790 389,079 Less: imputed interest (53,358) (119,401) (174,407) Total discounted remaining minimum lease payments $ 126,391 $ 169,389 $ 214,672 |
Intangible assets, net and Go_2
Intangible assets, net and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets subject to amortization | Identifiable intangible assets consist of the following as of December 31, 2023 and 2022: December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets: Licenses and service agreements $ 1,279,705 $ (248,083) $ 1,031,622 Trade names 167,009 (41,998) 125,011 Non-compete agreements 31,716 (15,904) 15,812 Intangible assets, net $ 1,478,430 $ (305,985) $ 1,172,445 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets: Licenses and service agreements $ 1,218,987 $ (163,423) $ 1,055,564 Trade names 165,592 (28,615) 136,977 Non-compete agreements 31,554 (10,792) 20,762 Intangible assets, net $ 1,416,133 $ (202,830) $ 1,213,303 |
Schedule of estimated annual amortization expense | The following table outlines the Company’s estimated annual amortization expense over the next five years related to its intangible assets as of December 31, 2023: Year Ending December 31, Estimated Amortization 2024 $ 105,289 2025 95,219 2026 94,702 2027 94,109 2028 90,689 |
Schedule of changes in the carrying amount of goodwill by segment | The changes in the carrying amount of goodwill by segment and in total were as follows: Domestic International Total Balance at December 31, 2021 $ 511,420 $ 60,234 $ 571,654 Purchase price adjustments (Note 4) — 2,445 2,445 Divestitures (1,630) — (1,630) Loss on Impairment (55,422) — (55,422) Acquisitions (Note 4) 98,835 12,945 111,780 Difference in exchange — (3,698) (3,698) Balance at December 31, 2022 $ 553,203 $ 71,926 $ 625,129 Purchase price adjustments (Note 4) $ — $ 119 $ 119 Change in Assets Held for Sale (Note 5) 41,678 — 41,678 Loss on Impairment (50,702) — (50,702) Acquisitions (Note 4) 7,002 — 7,002 Difference in exchange — 3,402 3,402 Balance at December 31, 2023 $ 551,181 $ 75,447 $ 626,628 |
Schedule of goodwill impairment for reporting units | Reporting Units Carrying Value of Goodwill Goodwill Impairment Nevada $ 43,992 $ 43,992 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consist of the following as of December 31, 2023 and 2022: 2023 2022 Accrued expenses: Accrued loyalty payable $ 5,327 $ 8,239 Sales taxes payable 9,971 7,380 Excise taxes payable 3,414 2,305 Accrued payroll expenses 25,227 28,224 Interest payable 6,330 3,897 Deferred revenue 866 676 Other accrued expenses 50,176 52,590 Total accrued expenses $ 101,311 $ 103,311 |
Notes payable (Tables)
Notes payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes payable consist of the following as of December 31, 2023 and 2022: 2023 2022 Senior Secured Notes – 2026 $ 475,000 $ 475,000 Bloom Notes – 2023 — 50,000 Bloom Notes – 2024 47,500 50,000 Bloom Notes – 2025 60,000 60,000 Seller notes payable 6,567 6,728 Other notes payable 18,389 9,923 Less: Unamortized debt discount, debt premium and deferred financing fees (19,689) (28,981) Total notes payable, net of unamortized debt discount/premium and deferred financing fees 587,767 622,670 Less: Current portion of notes payable (39,478) (51,882) Notes payable $ 548,289 $ 570,788 |
Schedule of future principal payments due under notes payable | As of December 31, 2023, future principal payments due related to the Company’s notes payable were as follows: Fiscal year: Amount 2024 $ 39,478 2025 86,232 2026 475,024 2027 17 2028 2,111 2029 and thereafter 4,594 Total future debt obligations $ 607,456 |
Shareholders' equity (Tables)
Shareholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of stockholders equity | As of December 31, 2023, no Exchangeable Shares have been issued. SVS MVS Total As of January 1, 2022 614,369,729 93,970,705 708,340,434 Issuance of shares in connection with acquisitions (Note 4) 7,392,857 — 7,392,857 Acquisition escrow shares returned and retired (980,098) — (980,098) Exercise of stock options (Note 17) 1,269,953 — 1,269,953 Issuance of SVS for settlement of RSUs (Note 17) 1,315,176 — 1,315,176 Share-based compensation (Note 17) 152,508 — 152,508 As of December 31, 2022 623,520,125 93,970,705 717,490,830 Issuance of shares in connection with acquisitions (Note 4) 12,329,002 — 12,329,002 Issuance of shares in connection with public offering 2,700,000 — 2,700,000 SVS contributed to Curaleaf, Inc. in connection with the Reorganization (254,315) — (254,315) Acquisition escrow shares returned and retired (350,794) — (350,794) Exercise of stock options (Note 17) 211,775 — 211,775 Issuance of SVS for settlement of RSUs 1,601,305 — 1,601,305 As of December 31, 2023 639,757,098 93,970,705 733,727,803 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of share-based payment arrangement expense | Share-based compensation expense consists of the following for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Stock options $ 7,591 $ 13,130 Performance stock units 501 — Restricted stock units 11,918 14,887 Share-based compensation $ 20,010 $ 28,017 |
Schedule of fair value assumptions | 2023 2022 Expected volatility 68% - 72% 68%% - 70% Expected life in years 5.4 - 6.7 5.3 - 5.4 Expected dividends — % — % Risk-free interest rate (based on government bonds) 3.13% - 4.60% 2.81% - 4.13% |
Schedule of stock option activity | The total intrinsic value of options exercised and the total fair value of shares vested during the year are as follows: 2023 2022 Total intrinsic value of options exercised $ 798 $ 7,628 Total fair value of shares vested 10,221 24,977 The Company’s stock option activity and related information during the years ended December 31, 2023 and 2022 are as follows: Number of Weighted Weighted average remaining contractual life Aggregate intrinsic value Outstanding at January 1, 2023 24,539,168 $ 6.67 Forfeited during the year (2,569,561) 7.40 Expired during the year (2,421,729) 9.24 Exercised during the year (211,775) 0.23 Granted during the year (1) 8,596,500 2.97 Outstanding at December 31, 2023 27,932,603 $ 5.29 6.29 $ 34,646 Options exercisable at December 31, 2023 14,967,286 $ 5.41 4.22 $ 25,679 (1) Includes stock options the Company issued to the Company’s Executive Chairman during the year ended December 31, 2023 that vest based on the achievement of certain market-based performance goals over the performance period, including the achievement of certain stock price performance targets. There are three stock price targets, based on an average closing price of the Company’s common stock, that can be achieved over the performance period. Number of Weighted Weighted average remaining contractual life Aggregate intrinsic value Outstanding at January 1, 2022 23,566,933 $ 6.76 Forfeited during the year (1,849,182) 12.86 Expired during the year (621,945) 4.31 Exercised during the year (1,269,953) 0.41 Granted during the year 4,713,315 6.67 Outstanding at December 31, 2022 24,539,168 $ 6.67 6.13 $ 29,370 Options exercisable at December 31, 2022 15,961,157 $ 5.60 4.60 $ 29,290 |
Schedule of restricted stock units activity | The Company’s PSU activity and related information for the year ended December 31, 2023, are as follows: Number of PSUs Weighted-Average Grant Date Fair Value Unvested at January 1, 2023 — $ — Forfeited (216,251) 2.89 Vested — — Granted 2,240,372 2.89 Unvested at December 31, 2023 2,024,121 $ 2.89 Restricted stock units The Company’s RSU activity and related information for the years ended December 31, 2023 and 2022 are as follows: Number of RSUs Weighted-Average Grant Date Fair Value Unvested at January 1, 2023 4,284,439 $ 7.44 Forfeited during the year (1,749,598) 5.66 Released during the year (1,601,305) 7.77 Granted during the year 5,212,423 3.03 Unvested at December 31, 2023 6,145,959 $ 4.12 RSUs vested at December 31, 2023 5,832,838 Number of RSUs Weighted-Average Grant Date Fair Value Unvested at January 1, 2022 2,871,779 $ 11.21 Forfeited during the year (908,167) 11.26 Vested during the year (1,511,438) 10.19 Granted during the year 3,832,265 6.60 Unvested at December 31, 2022 4,284,439 $ 7.44 RSUs vested at December 31, 2022 4,231,533 |
Selling, general and administ_2
Selling, general and administrative expense (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Selling, General and Administrative Expense [Abstract] | |
Schedule of selling, general and administrative expense | Selling, general and administrative expenses consist of the following for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Salaries and benefits $ 206,787 $ 211,426 Sales and marketing 41,992 39,747 Rent and occupancy 48,983 49,824 Travel 5,741 10,575 Professional fees 38,631 32,820 Office supplies and services 22,616 27,832 Other 50,023 47,656 Total selling, general and administrative expense $ 414,773 $ 419,880 |
Other income (expense) (Tables)
Other income (expense) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Nonoperating Income (Expense) [Abstract] | |
Schedule of other income (expense), net | Other (expense) income consists of the following for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Loss on disposal of assets $ (8,541) $ (548) Gain on investment 2,073 21,952 Modification and extinguishment of debt 2,065 205 Other income (expense), net 4,589 (1,764) Total other expense, net $ 186 $ 19,845 |
Revenue disaggregation (Tables)
Revenue disaggregation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of total revenue | Total net revenues consists of the following for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Revenues, net: Retail revenues $ 1,097,172 $ 1,001,536 Wholesale revenues 243,606 269,042 Management fee income 5,854 4,842 Total revenues, net $ 1,346,632 $ 1,275,420 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of domestic and foreign income before taxes | For financial reporting purposes, income before taxes from continuing operations includes the following components for the years ended December 31, 2023 and 2022: Year ended December 31 2023 2022 Domestic $ (95,991) $ (62,647) Foreign (28,375) (23,841) Total $ (124,366) $ (86,488) |
Schedule of tax provision amounts recognized in the Consolidated Statements of Operations | Provision for income taxes from continuing operations for the years ended December 31, 2023 and 2022 consisted of the following: Year ended December 31, 2023 2022 Current: Federal $ 121,079 $ 143,148 State 22,825 43,756 Foreign 123 (304) Total current $ 144,027 $ 186,600 Deferred: Federal $ (20,775) $ (8,016) State (9,057) 2,625 Foreign 394 (2,387) Total deferred $ (29,438) $ (7,778) |
Schedule of a reconciliation of the statutory income tax rate to the Company's effective income tax rate | A reconciliation of the statutory income tax rate on continuing operations to the Company’s effective income tax rate is as follows: Year ended December 31, 2023 2022 Provision for income taxes computed using statutory tax rate $ (18,655) 15 % $ (12,973) 15 % Effect of tax rates in foreign jurisdictions (9,149) 7 % (7,473) 9 % Tax effect of: State income taxes, net of federal income tax benefit 13,769 (11) % 46,337 (54) % Share-based compensation 2,033 (2) % (7,093) 8 % Non-deductible expenses 83,533 (67) % 78,465 (91) % Increase in uncertain tax position (12,185) 10 % 11,157 (13) % Increase in valuation allowance 36,042 (29) % 61,918 (72) % Penalties and interest 19,134 (15) % 4,555 (4) % Other 67 — % 3,929 (5) % Provision for income taxes $ 114,589 (92) % $ 178,822 (207) % |
Schedule of deferred tax assets not recognized | The components of the Company’s deferred tax assets and liabilities associated with its continuing operations as of December 31, 2023 and 2022 were as follows: 2023 2022 Deferred tax assets: Net operating loss carryforward $ 188,944 $ 161,360 163j Interest Carryovers 57,809 41,596 Stock compensation 10,808 12,906 Accrued and prepaid expenses 3,347 2,593 Other 52 111 Total deferred tax assets $ 260,960 $ 218,566 Deferred tax liabilities: Depreciation and amortization $ (300,073) $ (312,793) Inventory (1,056) (1,112) Total deferred tax liabilities $ (301,129) $ (313,905) Valuation allowance (256,599) (212,071) Net deferred tax liabilities $ (296,768) $ (307,410) |
Schedule of unrecognized tax benefits | The following table summarizes the activity within the Company’s unrecognized tax benefits from continuing operations for the year ended December 31, 2023 and 2022: As of December 31, 2023 2022 Balance at beginning of the year $ 70,888 $ 38,099 Additions based on tax positions related to the current year 8,313 7,386 Additions for tax positions of prior years (896) 7 Additions based on acquisitions (485) 30,122 Lapse of statute (20,889) (4,726) Balance at the end of the year $ 56,931 $ 70,888 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted loss per share | Basic and diluted loss per share attributable to Curaleaf Holdings, Inc. for the years ended December 31, 2023 and 2022 was calculated as follows: Year ended December 31, 2023 2022 Numerator: Net loss from continuing operations $ (238,955) $ (265,310) Less: Net loss attributable to redeemable non-controlling interest (9,140) (6,833) Net loss from continuing operations attributable to Curaleaf Holdings, Inc. (229,815) (258,477) Net loss from discontinued operations (51,382) (111,622) Net loss attributable to Curaleaf Holdings, Inc. $ (281,197) $ (370,099) Denominator: Basic weighted-average common shares outstanding 724,124,894 711,159,444 Effect of dilutive stock options to purchase common stock 7,771,793 9,327,248 Effect of dilutive restricted stock awards 2,519,282 2,092,432 Effect of dilutive performance-based stock awards 1,301,874 — Effect of dilutive convertible debt 4,282,600 — Effect of dilutive contingent shares 4,074,000 6,347,584 Pro forma diluted weighted-average common share outstanding (1) 744,074,443 728,926,708 Per share – basic and diluted (1) : Loss per share from continuing operations, net of loss attributable to non-controlling interest $ (0.32) $ (0.36) Loss per share from discontinued operations (0.07) (0.16) Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted $ (0.39) $ (0.52) (1) As a result of the net losses incurred by the Company from its continuing operations and its discontinued operations for the year ended December 31, 2023 and 2022, the calculation of diluted net loss per share for each period presented gives no consideration to potentially anti-dilutive securities (ex: LTIP share-based awards and convertible debt); and as such, is the same as basic net loss per share for each period presented. |
Segment reporting (Tables)
Segment reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | The CODM does not review total assets or net income (loss) by operating/reportable segment; therefore, such information is not presented. Domestic International Total December 31, 2023: Revenues, net $ 1,285,625 $ 61,007 $ 1,346,632 Gross profit 591,908 22,541 614,449 Long-lived assets 2,349,338 328,636 2,677,974 Domestic International Total December 31, 2022: Revenues, net $ 1,240,986 $ 34,434 $ 1,275,420 Gross profit 615,360 11,059 626,419 Long-lived assets 2,431,662 330,472 2,762,134 |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of transactions with related parties | The following table summarizes the Company’s transactions with related parties during the years ended December 31, 2023 and 2022: Year ended December 31, As of December 31, Transaction 2023 2022 2023 2022 Consulting fees (1) $ 915 $ 1,269 $ — $ — Travel and reimbursement (2) 45 382 — — Rent expense reimbursement (3) — 72 — — Platform fees (4)(6) 2,069 2,309 — — Senior Secured Notes - 2026 (5) 886 879 10,000 10,000 $ 3,915 $ 4,911 $ 10,000 $ 10,000 _________________________________________________ (1) Consulting fees relate to real estate management and general advisory services provided by (i) Frontline Real Estate Partners, LLC, a company controlled by Mitchell Kahn, a Board Member, and in which Matt Darin, Chief Executive Officer, has a minority interest, as well as (ii) Measure 8 Venture Management, LLC (“Measure 8”), an investment company controlled by Boris Jordan, Executive Chairman and control person of the Company (including funds managed by Measure 8). There are on-going contractual commitments related to these transactions. The total consulting fees paid to Measure 8 were $0.4 million and $0.7 million for the years ended December 31, 2023 and 2022, respectively. The total consulting fees paid to Frontline Real Estate Partners, LLC were $0.4 million and $0.6 million for the years ended December 31, 2023 and 2022, respectively. (2) Travel and reimbursement relate to payments made to Measure 8 for reimbursements of certain expenses incurred. There are on-going contractual commitments related to these transactions. (3) Rent expense reimbursement relate to a sublease between Curaleaf NY LLC and Measure 8 as well as a lease between GR Companies, Inc. and FREP Elm Place II, LLC, a company owned in part by Mitchell Kahn, a Board Member. There are on-going contractual commitments related to both lease arrangements. (4) During the first quarter of 2023, Leaf Trade, Inc. (“Leaf Trade”) and SD Technologies (“Sweed”) completed a business combination. Measure 8 acquired a 5.86% stake in the new holding company, High Tech Holdings, Inc., and received a seat on the board of directors. Leaf Trade provides Curaleaf with their B2B platform for Curaleaf’s Wholesale sector in exchange for fees to use the platform. (5) Baldwin Holdings, LLC, in which Joseph F. Lusardi, the Company’s Executive Vice Chairman, owns a direct equity interest, held $10 million of the total $475 million of Senior Secured Notes – 2026. The Company recognized interest expense related to the portion of the Senior Secured Notes - 2026 held by Baldwin Holdings, LLC. For the years ended December 31, 2023 and 2022, the Company recognized interest expense under the Senior Secured Notes - 2026, some of which are attributable to Baldwin Holdings, LLC’s direct equity interests. The Senior Secured Notes – 2026 held by Baldwin Holdings, LLC contain certain repayment and interest components that represent on-going contractual commitments with this related party. (6) Fyllo provides platform fees -- Board member Mitchell Kahn is also on the board for Fyllo. |
Fair value measurements and f_2
Fair value measurements and financial risk management (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value | Fair value measurements as of December 31, 2023 using: Level 1 Level 2 Level 3 Total Deferred consideration liabilities $ — $ 43,652 $ — $ 43,652 Contingent consideration liabilities — — 16,625 16,625 $ — $ 43,652 $ 16,625 $ 60,277 Fair value measurements as of December 31, 2022 using: Level 1 Level 2 Level 3 Total Deferred consideration liabilities $ — $ 61,300 $ — $ 61,300 Contingent consideration liabilities — — 29,110 29,110 $ — $ 61,300 $ 29,110 $ 90,410 |
Schedule of aging of trade receivables | The Company’s aging of trade receivables as of December 31, 2023 and 2022 is as follows: Year ended December 31, 2023 2022 0 to 90 days $ 47,633 $ 40,019 91 to 180 days 6,925 3,423 181 days + 1,102 1,737 Total accounts receivable, net $ 55,660 $ 45,179 |
Schedule of gross remaining contractual obligations | In addition to the commitments outlined in Note 11 — Leases , Note 14 — Notes payable and Note 24 — Commitments and contingencies , the Company had the following financial obligations as of December 31, 2023 and 2022: < 1 Year 1 to 3 Years Total December 31, 2023: Accounts payable $ 79,319 $ — $ 79,319 Accrued expenses 101,311 — 101,311 Other current liabilities 1,256 — 1,256 Contingent consideration liability 11,901 4,724 16,625 Uncertain tax position — 79,142 79,142 Other long-term liability — 1,346 1,346 $ 193,787 $ 85,212 $ 278,999 < 1 Year 1 to 3 Years Total December 31, 2022: Accounts payable $ 80,789 $ — $ 80,789 Accrued expenses 103,311 — 103,311 Other current liabilities 1,723 — 1,723 Contingent consideration liability 18,538 10,572 29,110 Uncertain tax position — 94,516 94,516 Other long-term liability — 313 313 $ 204,361 $ 105,401 $ 309,762 |
Variable interest entities (Tab
Variable interest entities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Variable Interest Entities | |
Summary of financial information about the Company's VIEs | The following table presents summarized financial information about the Company’s variable interest entities as of and for the years ended December 31, 2023 and 2022: As of December 31, 2023 2022 Curaleaf, Inc Curaleaf, Inc Included in Consolidated Balance Sheets: Current assets $ 356,037 $ 552,607 Non-current assets 2,371,221 2,462,114 Current liabilities 924,456 917,905 Non-current liabilities 914,807 1,009,701 Equity attributable to Curaleaf Holdings, Inc. 711,380 1,016,691 For the years ended December 31, 2023 2022 Curaleaf, Inc Curaleaf, Inc Included in Consolidated Statements of Operations: Revenues $ 1,282,701 $ 1,298,652 Net loss attributable to Curaleaf Holdings, Inc. $ 211,467 $ 349,324 |
Basis of presentation and con_3
Basis of presentation and consolidation - Schedule of subsidiaries (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Curaleaf International Holdings Limited | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 68.50% | 68.50% |
Curaleaf, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 0% | 100% |
CLF AZ, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
CLF NY, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Curaleaf CA, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Curaleaf KY, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Curaleaf Massachusetts, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Curaleaf MD, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Curaleaf OGT, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Curaleaf PA, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Focused Investment Partners, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
CLF Maine, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
PalliaTech CT, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
CLF Oregon, LLC (formerly PalliaTech OR, LLC) | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
PalliaTech Florida, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
PT Nevada, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
CLF Sapphire Holdings, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Curaleaf NJ II, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Focused Employer, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
GR Companies, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
CLF MD Employer, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Curaleaf Columbia, LLC (formerly HMS Sales, LLC) | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
MI Health, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Curaleaf Compassionate Care VA, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Curaleaf UT, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Curaleaf Processing, Inc | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Virginia's Kitchen, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Cura CO LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Curaleaf DH, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Curaleaf Stamford, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
CLF Holdings Alabama, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 100% |
Primary Organic Therapy, Inc (d/b/a Maine Organic Therapy) | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 100% | 0% |
Windy City Holding Company, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 0% | 0% |
Grassroots OpCo AR, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 0% | 0% |
Remedy Compassion Center, Inc | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 0% | 0% |
Broad Horizon Holdings, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 0% | 0% |
Basis of presentation and con_4
Basis of presentation and consolidation - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Schedule of Equity Method Investments [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 733,727,803 | 733,727,803 | 717,490,830 | 708,340,434 | ||
Number of shares repurchased and held in treasury | 254,315 | |||||
Shares repurchased and held in treasury, amount | $ 1,050 | |||||
Shareholder agreement, put right exercisable, threshold period | 5 years | |||||
Curaleaf, Inc. | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 100 | |||||
Treasury shares | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Shares repurchased and held in treasury, amount | $ 1,100 | $ 1,050 | ||||
Common Class B | Curaleaf, Inc. | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 999 | 999 | ||||
Common stock, shares issued (in shares) | 999 | 999 | ||||
SVS | Common shares | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Common stock, shares outstanding (in shares) | [1] | 639,757,098 | 639,757,098 | 623,520,125 | 614,369,729 | |
Number of shares repurchased and held in treasury | 254,315 | 254,315 | [1] | |||
Common Class A | Curaleaf, Inc. | Investor | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Common stock, shares issued (in shares) | 1 | 1 | ||||
Curaleaf, Inc. | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of ownership | 0% | 0% | 100% | |||
Curaleaf, Inc. | Common Class B | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of ownership | 99.90% | 99.90% | ||||
Curaleaf, Inc. | Common Class A | Investor | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of ownership | 100% | 100% | ||||
[1] *as defined herein |
Significant accounting polici_4
Significant accounting policies - Narrative (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 reporting_unit | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | |||
Restricted cash | $ | $ 8,600 | ||
Number of reportable segments | segment | 2 | ||
Number of operating segments | segment | 2 | ||
Number of reporting units | reporting_unit | 16 | ||
Accrued loyalty payable | $ | $ 5,327 | $ 8,239 |
Significant accounting polici_5
Significant accounting policies - Schedule of estimated useful life of property, plant and equipment (Details) | Dec. 31, 2023 |
Minimum | Information technology | |
Property, plant and equipment, net | |
Estimated useful life | 3 years |
Minimum | Furniture and fixtures | |
Property, plant and equipment, net | |
Estimated useful life | 3 years |
Minimum | Building and improvements | |
Property, plant and equipment, net | |
Estimated useful life | 15 years |
Maximum | Information technology | |
Property, plant and equipment, net | |
Estimated useful life | 5 years |
Maximum | Furniture and fixtures | |
Property, plant and equipment, net | |
Estimated useful life | 7 years |
Maximum | Building and improvements | |
Property, plant and equipment, net | |
Estimated useful life | 39 years |
Significant accounting polici_6
Significant accounting policies - Schedule of estimated useful lives of finite lived intangible assets (Details) | Dec. 31, 2023 |
Minimum | Licenses and service agreements | |
Basis of presentation | |
Estimated useful life | 5 years |
Minimum | Trade name | |
Basis of presentation | |
Estimated useful life | 1 year |
Minimum | Intellectual property and know-how | |
Basis of presentation | |
Estimated useful life | 5 years |
Minimum | Non-compete agreements | |
Basis of presentation | |
Estimated useful life | 1 year |
Maximum | Licenses and service agreements | |
Basis of presentation | |
Estimated useful life | 30 years |
Maximum | Trade name | |
Basis of presentation | |
Estimated useful life | 20 years |
Maximum | Intellectual property and know-how | |
Basis of presentation | |
Estimated useful life | 15 years |
Maximum | Non-compete agreements | |
Basis of presentation | |
Estimated useful life | 15 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) | 1 Months Ended | 12 Months Ended | 16 Months Ended | |||||||||
Jul. 05, 2023 USD ($) | Apr. 06, 2023 USD ($) location | Oct. 04, 2022 USD ($) store dispensary | Sep. 16, 2022 USD ($) | Jan. 31, 2024 shares | Sep. 30, 2022 | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Sep. 01, 2022 USD ($) a ft² | Jan. 31, 2022 USD ($) | Jan. 18, 2022 ft² dispensary facility | |
Acquisitions | ||||||||||||
Goodwill expected tax deductible amount | $ 0 | $ 0 | ||||||||||
Purchase price adjustments | 119,000 | $ 2,445,000 | ||||||||||
Put/call option trigger period | 2 years | |||||||||||
Payments of contingent consideration | 13,909,000 | 8,744,000 | ||||||||||
Payments of deferred consideration | 37,274,000 | |||||||||||
Tryke Companies, Price Adjustment Mechanism Case | ||||||||||||
Acquisitions | ||||||||||||
Purchase accounting adjustments sought | 9,000,000 | |||||||||||
Clever Leaves’ Assets Acquisition | ||||||||||||
Acquisitions | ||||||||||||
Asset acquisition, consideration | $ 2,700,000 | |||||||||||
Four20 | Selling shareholders | ||||||||||||
Acquisitions | ||||||||||||
Ownership interest by minority shareholders | 45% | |||||||||||
Deseret | ||||||||||||
Acquisitions | ||||||||||||
Number of retail dispensaries | location | 3 | |||||||||||
Transaction costs | $ 300,000 | |||||||||||
Purchase price adjustments | $ 200,000 | |||||||||||
Total unaudited pro forma revenue | 13,700,000 | |||||||||||
Total unaudited pro forma net income (loss) | 600,000 | |||||||||||
Pro forma revenue, actual | 9,900,000 | |||||||||||
Pro forma net income (loss), actual | 600,000 | |||||||||||
Payments of deferred consideration | 9,916,000 | |||||||||||
Bloom Dispensaries | ||||||||||||
Acquisitions | ||||||||||||
Number of retail dispensaries | dispensary | 4 | |||||||||||
Transaction costs | 400,000 | |||||||||||
Total unaudited pro forma revenue | 46,700,000 | |||||||||||
Total unaudited pro forma net income (loss) | (31,200,000) | |||||||||||
Pro forma revenue, actual | 43,100,000 | |||||||||||
Pro forma net income (loss), actual | (31,800,000) | |||||||||||
Number of adjacent cultivation and processing facilities | facility | 2 | |||||||||||
Total space of cultivation and processing facilities (in square feet) | ft² | 63,500 | |||||||||||
Sapphire | ||||||||||||
Acquisitions | ||||||||||||
Payments of contingent consideration | 4,112,000 | 0 | ||||||||||
Sapphire | Curaleaf International Limited | ||||||||||||
Acquisitions | ||||||||||||
Total unaudited pro forma revenue | 2,000,000 | |||||||||||
Total unaudited pro forma net income (loss) | (1,600,000) | |||||||||||
Pro forma revenue, actual | 1,900,000 | |||||||||||
Pro forma net income (loss), actual | 400,000 | |||||||||||
Percentage of interests acquired | 100% | |||||||||||
Capitalized transaction costs | $ 100,000 | |||||||||||
NRPC Management, LLC | ||||||||||||
Acquisitions | ||||||||||||
Total unaudited pro forma revenue | 3,000,000 | |||||||||||
Total unaudited pro forma net income (loss) | 800,000 | |||||||||||
Pro forma revenue, actual | 1,200,000 | |||||||||||
Payments of deferred consideration | 0 | |||||||||||
Broad Horizon Holdings, LLC | ||||||||||||
Acquisitions | ||||||||||||
Total unaudited pro forma revenue | 23,500,000 | |||||||||||
Total unaudited pro forma net income (loss) | 2,800,000 | |||||||||||
Pro forma revenue, actual | 10,600,000 | |||||||||||
Pro forma net income (loss), actual | 2,400,000 | |||||||||||
Pueblo West Organics | ||||||||||||
Acquisitions | ||||||||||||
Total unaudited pro forma revenue | 1,400,000 | |||||||||||
Total unaudited pro forma net income (loss) | (9,700,000) | |||||||||||
Pro forma revenue, actual | 100,000 | |||||||||||
Pro forma net income (loss), actual | (8,500,000) | |||||||||||
Capitalized transaction costs | $ 100,000 | |||||||||||
Area of indoor licensed marijuana cultivation facility and processing facility (in sq ft) | ft² | 75,960 | |||||||||||
Area of licensed marijuana dispensary and cultivation facility (in sq ft) | ft² | 12,000 | |||||||||||
Area of licensed outdoor cultivation facility (in acres) | a | 2.1 | |||||||||||
Four20 | ||||||||||||
Acquisitions | ||||||||||||
Purchase price adjustments | 100,000 | |||||||||||
Payments of contingent consideration | 3,414,000 | 0 | ||||||||||
Measurement period adjustment, accounts receivable reduction | $ 100,000 | |||||||||||
Four20 | Curaleaf International Holdings Limited | ||||||||||||
Acquisitions | ||||||||||||
Transaction costs | $ 1,100,000 | |||||||||||
Total unaudited pro forma revenue | 10,500,000 | |||||||||||
Total unaudited pro forma net income (loss) | (600,000) | |||||||||||
Pro forma revenue, actual | 4,400,000 | |||||||||||
Pro forma net income (loss), actual | (400,000) | |||||||||||
Percentage of interests acquired | 55% | |||||||||||
Put/call option trigger period | 2 years | |||||||||||
Percentage release of SVS from trading restrictions | 50% | |||||||||||
Tryke | ||||||||||||
Acquisitions | ||||||||||||
Transaction costs | $ 100,000 | |||||||||||
Total unaudited pro forma revenue | 77,000,000 | |||||||||||
Total unaudited pro forma net income (loss) | (400,000) | |||||||||||
Pro forma revenue, actual | 16,300,000 | |||||||||||
Pro forma net income (loss), actual | (2,800,000) | |||||||||||
Payments of contingent consideration | 0 | $ 0 | ||||||||||
Number of highly trafficked dispensaries under the Reef brand | dispensary | 6 | |||||||||||
Number of retail stores in Arizona | store | 2 | |||||||||||
Number of retail stores in Nevada | store | 4 | |||||||||||
Cash hold-back payable relating to pending litigation | $ 2,400,000 | |||||||||||
Payments of deferred consideration | $ 27,358,000 | |||||||||||
Business acquisition, equity issued (in shares) | shares | 5,100,000 | |||||||||||
Tryke | Subsequent events | ||||||||||||
Acquisitions | ||||||||||||
Business acquisition, equity issued (in shares) | shares | 2,367,000 | |||||||||||
Business acquisition, equity, expiration period | 15 months |
Acquisitions - Schedule of asse
Acquisitions - Schedule of assets acquired and liabilities assumed and allocation of consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||||
Apr. 06, 2023 | Oct. 04, 2022 | Sep. 16, 2022 | Sep. 01, 2022 | May 12, 2022 | Jan. 31, 2022 | Jan. 18, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 01, 2022 | |
Acquisitions | ||||||||||
Cash outflow, net of cash acquired | $ 3,630 | $ 119,205 | ||||||||
Deseret | ||||||||||
Acquisitions | ||||||||||
Cash | $ 1,360 | |||||||||
Prepaid expenses and other current assets | 137 | |||||||||
Inventories, net | 807 | |||||||||
Property, plant and equipment, net | 1,692 | |||||||||
Right-of-use assets | 406 | |||||||||
Other assets | 57 | |||||||||
Goodwill | 7,002 | |||||||||
Deferred tax liabilities | (3,339) | |||||||||
Liabilities assumed | (5,242) | |||||||||
Net assets acquired, including goodwill | 14,620 | |||||||||
Consideration paid in cash, net of working capital adjustments | 2,067 | |||||||||
Note payable | 12,553 | |||||||||
Total consideration | 14,620 | |||||||||
Cash outflow, net of cash acquired | 707 | |||||||||
Deseret | Licenses | ||||||||||
Acquisitions | ||||||||||
Intangible assets | 10,620 | |||||||||
Deseret | Trade name | ||||||||||
Acquisitions | ||||||||||
Intangible assets | 890 | |||||||||
Deseret | Non-compete agreements | ||||||||||
Acquisitions | ||||||||||
Intangible assets | $ 230 | |||||||||
Bloom Dispensaries | ||||||||||
Acquisitions | ||||||||||
Cash | $ 18,821 | |||||||||
Accounts receivable, net | 804 | |||||||||
Prepaid expenses and other current assets | 381 | |||||||||
Inventories, net | 3,694 | |||||||||
Property, plant and equipment, net | 5,225 | |||||||||
Right-of-use assets | 14,265 | |||||||||
Other assets | 122 | |||||||||
Goodwill | 60,680 | |||||||||
Deferred tax liabilities | (42,713) | |||||||||
Liabilities assumed | (25,315) | |||||||||
Net assets acquired, including goodwill | 214,224 | |||||||||
Consideration paid in cash, net of working capital adjustments | 68,791 | |||||||||
Note payable | 145,433 | |||||||||
Total consideration | 214,224 | |||||||||
Cash outflow, net of cash acquired | 49,970 | |||||||||
Bloom Dispensaries | Licenses | ||||||||||
Acquisitions | ||||||||||
Intangible assets | 174,770 | |||||||||
Bloom Dispensaries | Trade name | ||||||||||
Acquisitions | ||||||||||
Intangible assets | 2,230 | |||||||||
Bloom Dispensaries | Non-compete agreements | ||||||||||
Acquisitions | ||||||||||
Intangible assets | $ 1,260 | |||||||||
Sapphire | Curaleaf International Limited | ||||||||||
Acquisitions | ||||||||||
Cash | $ 45 | |||||||||
Accounts receivable, net | 139 | |||||||||
Prepaid expenses and other current assets | 36 | |||||||||
Licenses | 17,181 | |||||||||
Other assets | 40 | |||||||||
Deferred tax liabilities | (3,264) | |||||||||
Liabilities assumed | (5,417) | |||||||||
Net assets acquired | 8,760 | |||||||||
Consideration paid in cash, net of working capital adjustments | 6,689 | |||||||||
Note payable | 2,071 | |||||||||
Total consideration | 8,760 | |||||||||
Cash outflow, net of cash acquired | $ 6,644 | |||||||||
NRPC Management, LLC | ||||||||||
Acquisitions | ||||||||||
Accounts receivable, net | $ 2 | |||||||||
Inventories, net | 185 | |||||||||
Licenses | 21,448 | |||||||||
Liabilities assumed | (3,318) | |||||||||
Deferred tax liabilities | (5,555) | |||||||||
Net assets acquired | 12,762 | |||||||||
Consideration paid in cash, net of working capital adjustments | 9,927 | |||||||||
Equity consideration | 835 | |||||||||
Deferred consideration classified as a liability | 2,000 | |||||||||
Total consideration | 12,762 | |||||||||
Cash outflow, net of cash acquired | $ 9,927 | |||||||||
Broad Horizon Holdings, LLC | ||||||||||
Acquisitions | ||||||||||
Cash | $ 5,498 | |||||||||
Accounts receivable, net | 176 | |||||||||
Prepaid expenses and other current assets | 176 | |||||||||
Inventories, net | 2,605 | |||||||||
Property, plant and equipment, net | 2,105 | |||||||||
Right-of-use assets | 1,420 | |||||||||
Other assets | 114 | |||||||||
Liabilities assumed | (9,712) | |||||||||
Net assets acquired | $ 2,382 | |||||||||
Pueblo West Organics | ||||||||||
Acquisitions | ||||||||||
Cash | $ 58 | |||||||||
Accounts receivable, net | 9 | |||||||||
Prepaid expenses and other current assets | 56 | |||||||||
Inventories, net | 379 | |||||||||
Licenses | 5,803 | |||||||||
Property, plant and equipment, net | 358 | |||||||||
Right-of-use assets | 1,611 | |||||||||
Deferred tax liabilities | (348) | |||||||||
Liabilities assumed | (1,892) | |||||||||
Net assets acquired | 6,034 | |||||||||
Consideration paid in cash, net of working capital adjustments | 6,034 | |||||||||
Cash outflow, net of cash acquired | $ 5,976 | |||||||||
Four20 | Curaleaf International Holdings Limited | ||||||||||
Acquisitions | ||||||||||
Cash | $ 7 | |||||||||
Accounts receivable, net | 964 | |||||||||
Prepaid expenses and other current assets | 311 | |||||||||
Inventories, net | 1,004 | |||||||||
Property, plant and equipment, net | 768 | |||||||||
Right-of-use assets | 437 | |||||||||
Other assets | 55 | |||||||||
Goodwill | 13,064 | |||||||||
Deferred tax liabilities | (9,484) | |||||||||
Liabilities assumed | (3,753) | |||||||||
Net assets acquired | 32,296 | |||||||||
Consideration paid in cash, net of working capital adjustments | 9,899 | |||||||||
Equity consideration | 3,458 | |||||||||
Note payable | 4,406 | |||||||||
Total consideration | 32,296 | |||||||||
Cash outflow, net of cash acquired | 9,892 | |||||||||
Non-controlling interest | 14,533 | |||||||||
Four20 | Licenses | Curaleaf International Holdings Limited | ||||||||||
Acquisitions | ||||||||||
Intangible assets | 24,790 | |||||||||
Four20 | Trade name | Curaleaf International Holdings Limited | ||||||||||
Acquisitions | ||||||||||
Intangible assets | $ 4,133 | |||||||||
Tryke | ||||||||||
Acquisitions | ||||||||||
Cash | $ 5,428 | |||||||||
Accounts receivable, net | 958 | |||||||||
Prepaid expenses and other current assets | 988 | |||||||||
Inventories, net | 24,030 | |||||||||
Property, plant and equipment, net | 21,538 | |||||||||
Right-of-use assets | 47,957 | |||||||||
Other assets | 4,264 | |||||||||
Goodwill | 38,155 | |||||||||
Deferred tax liabilities | (2,831) | |||||||||
Liabilities assumed | (57,679) | |||||||||
Net assets acquired | 161,158 | |||||||||
Consideration paid in cash, net of working capital adjustments | 24,248 | |||||||||
Equity consideration | 11,666 | |||||||||
Deferred consideration classified as a liability | 56,730 | |||||||||
Deferred consideration classified as equity | 59,289 | |||||||||
Note payable | 9,225 | |||||||||
Total consideration | 161,158 | |||||||||
Cash outflow, net of cash acquired | 18,820 | |||||||||
Tryke | Licenses | ||||||||||
Acquisitions | ||||||||||
Intangible assets | 73,330 | |||||||||
Tryke | Trade name | ||||||||||
Acquisitions | ||||||||||
Intangible assets | 3,270 | |||||||||
Tryke | Non-compete agreements | ||||||||||
Acquisitions | ||||||||||
Intangible assets | $ 1,750 |
Acquisitions - Changes in the c
Acquisitions - Changes in the contingent consideration account balance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Carrying amount, beginning balance | $ 29,110 | $ 37,994 |
Contingent consideration recognized on acquisition | 15,702 | |
Payments of contingent consideration | (13,909) | (8,744) |
Revaluation of contingent consideration | 423 | (4,427) |
Difference in exchange | 1,001 | (3,239) |
Loss on contingent consideration not paid | (8,176) | |
Carrying amount, ending balance | 16,625 | 29,110 |
Contingent consideration payable | 16,625 | 29,110 |
Less: Current contingent consideration liability | (11,901) | |
Contingent consideration liability | 4,724 | 10,572 |
HMS | ||
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Carrying amount, beginning balance | 1,854 | 0 |
Contingent consideration recognized on acquisition | 0 | |
Payments of contingent consideration | (1,854) | 0 |
Revaluation of contingent consideration | 0 | 1,854 |
Difference in exchange | 0 | 0 |
Loss on contingent consideration not paid | 0 | |
Carrying amount, ending balance | 0 | 1,854 |
Contingent consideration payable | 0 | 1,854 |
Less: Current contingent consideration liability | 0 | |
Contingent consideration liability | 0 | |
MEOT | ||
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Carrying amount, beginning balance | 0 | 44 |
Contingent consideration recognized on acquisition | 0 | |
Payments of contingent consideration | 0 | 0 |
Revaluation of contingent consideration | 0 | 0 |
Difference in exchange | 0 | 0 |
Loss on contingent consideration not paid | (44) | |
Carrying amount, ending balance | 0 | 0 |
Contingent consideration payable | 0 | 0 |
Less: Current contingent consideration liability | 0 | |
Contingent consideration liability | 0 | |
EMMAC | ||
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Carrying amount, beginning balance | 10,361 | 35,260 |
Contingent consideration recognized on acquisition | 0 | |
Payments of contingent consideration | (4,529) | (8,744) |
Revaluation of contingent consideration | (1,729) | (4,714) |
Difference in exchange | 621 | (3,309) |
Loss on contingent consideration not paid | (8,132) | |
Carrying amount, ending balance | 4,724 | 10,361 |
Contingent consideration payable | 4,724 | 10,361 |
Less: Current contingent consideration liability | 0 | |
Contingent consideration liability | 4,724 | |
Los Sueños | ||
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Carrying amount, beginning balance | 0 | 2,690 |
Contingent consideration recognized on acquisition | 0 | |
Payments of contingent consideration | 0 | 0 |
Revaluation of contingent consideration | 0 | (2,690) |
Difference in exchange | 0 | 0 |
Loss on contingent consideration not paid | 0 | |
Carrying amount, ending balance | 0 | 0 |
Contingent consideration payable | 0 | 0 |
Less: Current contingent consideration liability | 0 | |
Contingent consideration liability | 0 | |
Sapphire | ||
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Carrying amount, beginning balance | 3,895 | 0 |
Contingent consideration recognized on acquisition | 2,071 | |
Payments of contingent consideration | (4,112) | 0 |
Revaluation of contingent consideration | 0 | 2,038 |
Difference in exchange | 217 | (214) |
Loss on contingent consideration not paid | 0 | |
Carrying amount, ending balance | 0 | 3,895 |
Contingent consideration payable | 0 | 3,895 |
Less: Current contingent consideration liability | 0 | |
Contingent consideration liability | 0 | |
Four20 | ||
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Carrying amount, beginning balance | 4,690 | 0 |
Contingent consideration recognized on acquisition | 4,406 | |
Payments of contingent consideration | (3,414) | 0 |
Revaluation of contingent consideration | 1,163 | 0 |
Difference in exchange | 163 | 284 |
Loss on contingent consideration not paid | 0 | |
Carrying amount, ending balance | 2,602 | 4,690 |
Contingent consideration payable | 2,602 | 4,690 |
Less: Current contingent consideration liability | (2,602) | |
Contingent consideration liability | 0 | |
Tryke | ||
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Carrying amount, beginning balance | 8,310 | 0 |
Contingent consideration recognized on acquisition | 9,225 | |
Payments of contingent consideration | 0 | 0 |
Revaluation of contingent consideration | 989 | (915) |
Difference in exchange | 0 | 0 |
Loss on contingent consideration not paid | 0 | |
Carrying amount, ending balance | 9,299 | 8,310 |
Contingent consideration payable | 9,299 | $ 8,310 |
Less: Current contingent consideration liability | (9,299) | |
Contingent consideration liability | $ 0 |
Acquisitions - Schedule of defe
Acquisitions - Schedule of deferred consideration liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Carrying amount, beginning balance | $ 61,300 | $ 0 |
Deferred consideration recognized on acquisition | 12,553 | 60,365 |
Interest expense on deferred consideration | 9,710 | 935 |
Change in fair value on deferred consideration paid | (2,637) | |
Payments of deferred consideration | (37,274) | |
Carrying amount, ending balance | 43,652 | 61,300 |
Deferred consideration, total | 43,652 | 61,300 |
Deferred consideration liability - current | 22,342 | 24,446 |
Deferred consideration liability, noncurrent | 21,310 | 36,854 |
Deseret | ||
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Carrying amount, beginning balance | 0 | 0 |
Deferred consideration recognized on acquisition | 12,553 | 0 |
Interest expense on deferred consideration | 0 | 0 |
Change in fair value on deferred consideration paid | (2,637) | |
Payments of deferred consideration | (9,916) | |
Carrying amount, ending balance | 0 | 0 |
Deferred consideration, total | 0 | 0 |
Deferred consideration liability - current | 0 | |
Deferred consideration liability, noncurrent | 0 | |
Tryke | ||
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Carrying amount, beginning balance | 59,300 | 0 |
Deferred consideration recognized on acquisition | 0 | 58,365 |
Interest expense on deferred consideration | 9,710 | 935 |
Change in fair value on deferred consideration paid | 0 | |
Payments of deferred consideration | (27,358) | |
Carrying amount, ending balance | 41,652 | 59,300 |
Deferred consideration, total | 41,652 | 59,300 |
Deferred consideration liability - current | 22,342 | |
Deferred consideration liability, noncurrent | 19,310 | |
NRPC Management, LLC | ||
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Carrying amount, beginning balance | 2,000 | 0 |
Deferred consideration recognized on acquisition | 0 | 2,000 |
Interest expense on deferred consideration | 0 | 0 |
Change in fair value on deferred consideration paid | 0 | |
Payments of deferred consideration | 0 | |
Carrying amount, ending balance | 2,000 | 2,000 |
Deferred consideration, total | 2,000 | $ 2,000 |
Deferred consideration liability - current | 0 | |
Deferred consideration liability, noncurrent | $ 2,000 |
Assets and liabilities held f_3
Assets and liabilities held for sale - Schedule of assets and liabilities held for sale (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Assets held for sale | ||
Balance at beginning | $ 180,452 | $ 463,531 |
Transferred in/(out) | (162,657) | (283,079) |
Balance at ending | 17,795 | 180,452 |
Liabilities associated with assets held for sale | ||
Balance at beginning | 36,529 | 42,898 |
Transferred in/(out) | (27,356) | (6,369) |
Balance at ending | 9,173 | 36,529 |
Held-for-sale, discontinued operations | ||
Assets held for sale | ||
Balance at beginning | 75,177 | 386,028 |
Transferred in/(out) | (61,961) | (310,851) |
Balance at ending | 13,216 | 75,177 |
Liabilities associated with assets held for sale | ||
Balance at beginning | 19,214 | 24,321 |
Transferred in/(out) | (10,927) | (5,107) |
Balance at ending | 8,287 | 19,214 |
Held-for-sale, not discontinued operations | ||
Assets held for sale | ||
Balance at beginning | 105,275 | 77,503 |
Transferred in/(out) | (100,696) | 27,772 |
Balance at ending | 4,579 | 105,275 |
Liabilities associated with assets held for sale | ||
Balance at beginning | 17,315 | 18,577 |
Transferred in/(out) | (16,429) | (1,262) |
Balance at ending | $ 886 | $ 17,315 |
Assets and liabilities held f_4
Assets and liabilities held for sale - Summary of major classes of assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Total assets | $ 17,795 | $ 180,452 | $ 463,531 |
Liabilities | |||
Total liabilities | 9,173 | 36,529 | 42,898 |
Held-for-sale, not discontinued operations | |||
Assets | |||
Cash and cash equivalents | 0 | 4,792 | |
Accounts receivable, net of allowance for credit losses | 0 | 9 | |
Inventories, net | 509 | 2,983 | |
Total current assets | 509 | 7,784 | |
Tax receivable | 0 | 234 | |
Property, plant and equipment, net | 4,002 | 11,008 | |
Right-of-use assets, finance lease, net | 68 | 449 | |
Intangible assets, net | 0 | 44,000 | |
Goodwill | 0 | 41,677 | |
Other assets | 0 | 123 | |
Total non-current assets | 4,070 | 97,491 | |
Total assets | 4,579 | 105,275 | 77,503 |
Liabilities | |||
Accounts payable | 0 | 1,050 | |
Accrued expenses | 0 | 771 | |
Lease liabilities, finance lease - current | 84 | 45 | |
Lease liabilities, operating lease - current | 368 | 0 | |
Notes payable - current | 0 | 7 | |
Other current liabilities | 0 | 1,097 | |
Total current liabilities | 452 | 2,970 | |
Deferred tax liability | 0 | 13,511 | |
Lease liabilities, finance lease | 0 | 834 | |
Lease liabilities, operating lease | 434 | 0 | |
Total non-current liabilities | 434 | 14,345 | |
Total liabilities | $ 886 | $ 17,315 | $ 18,577 |
Assets and liabilities held f_5
Assets and liabilities held for sale - Narrative (Details) £ in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Oct. 14, 2022 USD ($) | Feb. 03, 2022 USD ($) | Apr. 01, 2021 USD ($) | Dec. 31, 2023 USD ($) | Apr. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) dispensary | Jan. 31, 2024 USD ($) | Dec. 31, 2023 GBP (£) | Nov. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | May 04, 2021 USD ($) | |
Eureka | Disposed by sale | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Total consideration | $ 3 | |||||||||||||
Consideration, cash | 0.3 | |||||||||||||
Consideration, notes receivable | $ 2.8 | |||||||||||||
Pueblo West Organics assets | Disposed by sale | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Gain on disposal | $ 0.3 | |||||||||||||
HMS Assets | Disposed by sale | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Gain on disposal | $ 1.5 | |||||||||||||
Total consideration | $ 24.6 | |||||||||||||
Consideration, notes receivable | $ 2.2 | $ 22.4 | ||||||||||||
Phytoscience Management Group, Inc | Disposed by sale | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Total consideration | $ 2.8 | |||||||||||||
Percentage of assets disposed | 100% | |||||||||||||
Rokshaw Limited | Disposed by sale | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Total consideration | £ | £ 3,500 | |||||||||||||
Rokshaw Limited | Disposed by sale | Payable upon signing of definitive agreement | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Total consideration | £ | 500 | |||||||||||||
Rokshaw Limited | Disposed by sale | Payable upon closing of sale | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Total consideration | £ | 1,850 | |||||||||||||
Rokshaw Limited | Disposed by sale | Payable on first anniversary | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Total consideration | £ | 450 | |||||||||||||
Rokshaw Limited | Disposed by sale | Payable on second anniversary | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Total consideration | £ | £ 450 | |||||||||||||
Acres Assets | Disposed by sale | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Total consideration | $ 3.3 | $ 3.3 | ||||||||||||
Consideration, cash | 1.1 | |||||||||||||
Consideration, notes receivable | $ 2.2 | $ 2.2 | ||||||||||||
North Shore Assets | Disposed by sale | Subsequent events | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Total consideration | $ 2.8 | |||||||||||||
GR Companies, Inc. | Illinois Assets | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of licensed medical dispensaries | dispensary | 3 | |||||||||||||
Number of adult use dispensaries | dispensary | 9 | |||||||||||||
Proceeds from sale of rights, retained | $ 25 | |||||||||||||
Proceeds from sale of rights, remitted | $ 25 | |||||||||||||
Proceeds retained | 50% | |||||||||||||
Threshold amount retained | $ 50 | |||||||||||||
Proceeds remitted | 50% | |||||||||||||
Payments for sale of rights, cash | $ 25 | |||||||||||||
Payments for sale of rights, equity | $ 30 | |||||||||||||
Exit payment option exercised | $ 28.3 | |||||||||||||
GR Companies, Inc. | Illinois Assets | Parallel Illinois, LLC | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Consideration received as deposits | $ 10 | $ 10 | ||||||||||||
Settlement amount | $ 0.5 | |||||||||||||
Total consideration | 100 | |||||||||||||
Consideration, cash | $ 60 | |||||||||||||
GR Companies, Inc. | Grassroots Oklahoma | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Gain on disposal | $ 1 | |||||||||||||
GR Companies, Inc. | Little Rock, Arkansas | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Gain on disposal | $ 4.5 |
Discontinued operations - Narra
Discontinued operations - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Feb. 03, 2022 USD ($) | Jun. 26, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 30, 2023 USD ($) | Jul. 01, 2023 USD ($) | Jun. 07, 2023 USD ($) property | Jun. 02, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Net loss from discontinued operations | $ 51,382 | $ 111,622 | ||||||
Disposed of by sale | Adult-Use Maine | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Total consideration | $ 100 | |||||||
Net loss from discontinued operations | 400 | |||||||
Disposed of by sale | Oregon | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Total consideration | $ 2,000 | |||||||
Net loss from discontinued operations | $ 2,700 | |||||||
Disposed of by sale | Colorado asset group | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Net loss from discontinued operations | $ 2,000 | |||||||
Disposed of by sale | Focused Investment Partners, LLC | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Total consideration | $ 400 | |||||||
Disposed of by sale | GG Real Estate, LLC | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Total consideration | $ 500 | |||||||
Number of properties sold | property | 2 | |||||||
Disposed of by sale | Los Suenos Farms, LLC | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Total consideration | $ 1,500 | |||||||
Disposed by sale | Eureka | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Total consideration | $ 3,000 | |||||||
Percentage of interest sold | 100% | |||||||
Consideration, cash | $ 300 | |||||||
Consideration, notes receivable | $ 2,800 |
Discontinued operations - Summa
Discontinued operations - Summary of major classes of assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Total assets | $ 17,795 | $ 180,452 | $ 463,531 |
Liabilities | |||
Total liabilities | 9,173 | 36,529 | $ 42,898 |
Disposed of by sale | |||
Assets | |||
Accounts receivable, net of allowance for credit losses | 4,356 | 6,998 | |
Inventories, net | 0 | 15,861 | |
Prepaid expenses and other current assets | 53 | 3,472 | |
Total current assets | 4,409 | 26,331 | |
Deferred tax asset | 8,514 | 13,328 | |
Property, plant and equipment, net | 293 | 23,820 | |
Right-of-use assets, finance lease, net | 0 | 282 | |
Right-of-use assets, operating lease, net | 0 | 4,491 | |
Intangible assets, net | 0 | 6,708 | |
Other assets | 0 | 217 | |
Total non-current assets | 8,807 | 48,846 | |
Total assets | 13,216 | 75,177 | |
Liabilities | |||
Accounts payable | 665 | 4,483 | |
Accrued expenses | 4,670 | 11,518 | |
Lease liabilities, finance lease - current | 28 | 26 | |
Lease liabilities, operating lease - current | 689 | 591 | |
Notes payable - current | 72 | 82 | |
Total current liabilities | 6,124 | 16,700 | |
Notes payable, net | 56 | 68 | |
Lease liabilities, finance lease | 285 | 313 | |
Lease liabilities, operating lease | 1,822 | 2,133 | |
Total non-current liabilities | 2,163 | 2,514 | |
Total liabilities | $ 8,287 | $ 19,214 |
Discontinued operations - Sum_2
Discontinued operations - Summary of results of the company’s discontinued operations (Details) - Disposed of by sale - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenues, net | $ 20,274 | $ 60,922 |
Cost of goods sold | 37,015 | 108,310 |
Gross loss | (16,741) | (47,388) |
Other operating expenses | 13,771 | 29,972 |
Operating loss | (30,512) | (77,360) |
Total other expense, net | (25,257) | (62,581) |
Loss from discontinued operations before provision for income taxes | (55,769) | (139,941) |
Income tax benefit | 4,387 | 28,319 |
Net loss from discontinued operations | $ (51,382) | $ (111,622) |
Accounts receivable, net (Detai
Accounts receivable, net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade accounts receivable | $ 59,998 | $ 44,423 |
Other receivables | 2,379 | 4,798 |
Total trade accounts and other receivables | 62,377 | 49,221 |
Less: allowance for credit losses | (6,717) | (4,042) |
Accounts receivable, net | $ 55,660 | $ 45,179 |
Accounts receivable, net - Allo
Accounts receivable, net - Allowance for credit losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit losses as of January 1, | $ (4,042) | $ (1,056) |
Provision | (7,541) | (4,511) |
Charge-offs and recoveries | 4,866 | 1,525 |
Allowance for credit losses as of December 31, | $ (6,717) | $ (4,042) |
Inventories, net - Schedule of
Inventories, net - Schedule of inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventories | ||
Raw materials: | $ 52,118 | $ 64,574 |
Work-in-process | 72,988 | 102,050 |
Finished goods | 90,807 | 68,158 |
Inventories, net | 215,913 | 234,782 |
Cannabis | ||
Inventories | ||
Raw materials: | 30,054 | 49,461 |
Non-Cannabis | ||
Inventories | ||
Raw materials: | $ 22,064 | $ 15,113 |
Inventories, net - Narrative (D
Inventories, net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventory write-down | $ 13.2 | $ 14.4 |
Note receivable - Schedule of n
Note receivable - Schedule of notes receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Oct. 27, 2023 | Dec. 31, 2022 |
Financing Receivable, after Allowance for Credit Loss [Abstract] | |||
Current portion of note receivable | $ 7,020 | $ 7,000 | $ 0 |
Note receivable - Narrative (De
Note receivable - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Oct. 27, 2023 | Dec. 31, 2022 |
Financing Receivable, after Allowance for Credit Loss [Abstract] | |||
Note receivable | $ 7,020 | $ 7,000 | $ 0 |
Property, plant and equipment_3
Property, plant and equipment, net - Summary of property, plant and equipment, net and related accumulated depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, plant and equipment, net | ||
Total property, plant and equipment | $ 755,466 | $ 715,641 |
Less: Accumulated depreciation | (183,839) | (119,795) |
Property, plant and equipment, net | 571,627 | 595,846 |
Land | ||
Property, plant and equipment, net | ||
Total property, plant and equipment | 8,026 | 6,576 |
Building and improvements | ||
Property, plant and equipment, net | ||
Total property, plant and equipment | 514,777 | 442,749 |
Furniture and fixtures | ||
Property, plant and equipment, net | ||
Total property, plant and equipment | 168,846 | 180,179 |
Information technology | ||
Property, plant and equipment, net | ||
Total property, plant and equipment | 20,113 | 5,105 |
Construction in progress | ||
Property, plant and equipment, net | ||
Total property, plant and equipment | $ 43,704 | $ 81,032 |
Property, plant and equipment_4
Property, plant and equipment, net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, plant and equipment, net | ||
Depreciation expense | $ 48.5 | $ 53.4 |
Impairment of assets held for sale | 8.6 | |
Nevada | ||
Property, plant and equipment, net | ||
Impairment of assets held for sale | 7.5 | |
Kentucky asset group | ||
Property, plant and equipment, net | ||
Impairment of assets held for sale | 1.1 | |
California asset group | ||
Property, plant and equipment, net | ||
Impairment loss | 0.2 | |
Colorado asset group | ||
Property, plant and equipment, net | ||
Impairment loss | 4.9 | |
Amesbury Cultivation facility | ||
Property, plant and equipment, net | ||
Impairment loss | 3.8 | |
Operating expenses | ||
Property, plant and equipment, net | ||
Depreciation expense | 74.8 | 17.4 |
Cost of goods sold | ||
Property, plant and equipment, net | ||
Depreciation expense | $ 26.3 | $ 36 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) transaction | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Finance lease, renewal term | 5 years | |||
Sale and lease back transaction book value, net | $ 176,569,000 | $ 194,253,000 | ||
Financial obligation | 214,672,000 | |||
Payments to acquire assets | 65,446,000 | 134,643,000 | ||
Book value, net | 571,627,000 | 595,846,000 | ||
Impairment losses | $ 200,000 | |||
California | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment losses | 800,000 | |||
Colorado | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment losses | 4,000,000 | |||
Real estate | Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Finance lease, renewal term | 1 year | |||
Real estate | Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Finance lease, renewal term | 10 years | |||
Dispensary and office space | ||||
Lessee, Lease, Description [Line Items] | ||||
Finance lease, renewal term | 1 year | |||
Cultivation and processing facility | ||||
Lessee, Lease, Description [Line Items] | ||||
Financial obligation | 9,700,000 | |||
Disposal of property, plant and equipment | $ 9,700,000 | |||
Sale leaseback, term | 4 years | |||
Option to purchase property, value | $ 1 | |||
Cultivation and processing facility | Illinois, Pennsylvania and Florida | Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Financial obligation amortization period | 13 years | |||
Cultivation and processing facility | Illinois, Pennsylvania and Florida | Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Financial obligation amortization period | 14 years | |||
Cultivation and processing facility | Massachusetts | ||||
Lessee, Lease, Description [Line Items] | ||||
Payments to acquire assets | $ 15,000,000 | |||
Cultivation and processing facility | Amesbury | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment losses | $ 1,000,000 | |||
Building and improvements | Massachusetts | ||||
Lessee, Lease, Description [Line Items] | ||||
Sale and lease back transaction book value, net | 21,500,000 | |||
Financial obligation | 21,500,000 | |||
Disposal of property, plant and equipment | $ 21,500,000 | |||
Sale leaseback, term | 23 years | |||
Sale leaseback transaction, net proceeds | $ 5,400,000 | |||
Building and improvements | Massachusetts | Other income (expense) | ||||
Lessee, Lease, Description [Line Items] | ||||
Loss on disposal of assets | 3,900,000 | |||
Building Improvements And Equipment | Illinois, Pennsylvania and Florida | ||||
Lessee, Lease, Description [Line Items] | ||||
Number of sale and lease back transactions entered | transaction | 3 | |||
Sale and lease back transaction book value, net | $ 48,700,000 | |||
Financial obligation | 50,100,000 | |||
Deferred gain on sale and lease back transaction | $ 1,400,000 | |||
Building improvements | Massachusetts | ||||
Lessee, Lease, Description [Line Items] | ||||
Book value, net | $ 10,200,000 |
Leases - Components of lease co
Leases - Components of lease cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finance lease cost: | ||
Amortization of ROU assets | $ 15,406 | $ 11,770 |
Interest on finance lease liabilities | 18,265 | 17,315 |
Total finance lease cost | 33,671 | 29,085 |
Sale leaseback financial obligations: | ||
Interest on financial obligations | 24,151 | 16,326 |
Depreciation on assets associated with sale leaseback financial obligations | 17,715 | 14,652 |
Total financial obligation cost | 41,866 | 30,978 |
Operating lease expense | 28,876 | 22,470 |
Total lease costs | $ 104,413 | $ 82,533 |
Leases - Leased asset and liabi
Leases - Leased asset and liability balances (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases | ||
Right-of-use assets | $ 158,547 | $ 141,300 |
Accumulated amortization | (40,112) | (23,145) |
Right-of-use assets, net | 118,435 | 118,155 |
Lease liabilities - current | 15,993 | 17,001 |
Lease liabilities - non-current | 110,398 | 113,307 |
Total lease liabilities | 126,391 | 130,308 |
Finance leases | ||
Right-of-use assets | 183,820 | 181,505 |
Accumulated amortization | (40,617) | (24,919) |
Right-of-use assets, net | 143,203 | 156,586 |
Lease liabilities - current | 9,428 | 8,340 |
Lease liabilities - non-current | 159,961 | 167,411 |
Total lease liabilities | $ 169,389 | $ 175,751 |
Leases - Property and Financial
Leases - Property and Financial Obligations Sale Leaseback Arrangements (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Financed property and equipment, net of accumulated depreciation of $46.0 million and $28.3 million, respectively | $ 176,569 | $ 194,253 |
Accumulated depreciation | $ 46,000 | $ 28,300 |
Leases - Other information (Det
Leases - Other information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flows from finance leases | $ (18,265) | $ (17,315) |
Operating cash flows from operating leases | (29,352) | (22,112) |
Operating cash flows from sale leaseback financial obligations | (24,150) | (19,746) |
Financing cash flows from finance leases | (8,474) | (5,586) |
Financing cash flows from sale leaseback financial obligations | (4,551) | (3,089) |
Proceeds from sale leasebacks accounted for as financial obligations | 243 | 65,241 |
Total cash flow from lease activities | $ (84,549) | $ (2,607) |
Weighted average remaining lease term (in years) - Finance leases | 10 years 1 month 6 days | 11 years |
Weighted average remaining lease term (in years) - Operating leases | 6 years 10 months 24 days | 7 years 8 months 12 days |
Weighted average discount rate - Finance leases | 10.70% | 10.62% |
Weighted average discount rate - Operating leases | 10.50% | 9.87% |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 28,298 | |
2025 | 26,291 | |
2026 | 25,294 | |
2027 | 23,960 | |
2028 | 22,385 | |
2029 and thereafter | 53,521 | |
Total undiscounted remaining minimum lease payments | 179,749 | |
Less: imputed interest | (53,358) | |
Total discounted remaining minimum lease payments | 126,391 | $ 130,308 |
Finance Leases | ||
2024 | 26,820 | |
2025 | 27,371 | |
2026 | 27,709 | |
2027 | 28,273 | |
2028 | 27,722 | |
2029 and thereafter | 150,895 | |
Total undiscounted remaining minimum lease payments | 288,790 | |
Less: imputed interest | (119,401) | |
Total discounted remaining minimum lease payments | 169,389 | $ 175,751 |
Financial Obligations | ||
2024 | 29,518 | |
2025 | 30,273 | |
2026 | 31,086 | |
2027 | 28,953 | |
2028 | 29,772 | |
2029 and thereafter | 239,477 | |
Total undiscounted remaining minimum lease payments | 389,079 | |
Less: imputed interest | (174,407) | |
Financial obligation | $ 214,672 |
Intangible assets, net and Go_3
Intangible assets, net and Goodwill - Identifiable intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Basis of presentation | ||
Gross Carrying Amount | $ 1,478,430 | $ 1,416,133 |
Accumulated Amortization | (305,985) | (202,830) |
Net Carrying Amount | 1,172,445 | 1,213,303 |
Licenses and service agreements | ||
Basis of presentation | ||
Gross Carrying Amount | 1,279,705 | 1,218,987 |
Accumulated Amortization | (248,083) | (163,423) |
Net Carrying Amount | 1,031,622 | 1,055,564 |
Trade name | ||
Basis of presentation | ||
Gross Carrying Amount | 167,009 | 165,592 |
Accumulated Amortization | (41,998) | (28,615) |
Net Carrying Amount | 125,011 | 136,977 |
Non-compete agreements | ||
Basis of presentation | ||
Gross Carrying Amount | 31,716 | 31,554 |
Accumulated Amortization | (15,904) | (10,792) |
Net Carrying Amount | $ 15,812 | $ 20,762 |
Intangible assets, net and Go_4
Intangible assets, net and Goodwill - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 reporting_unit | Dec. 31, 2023 USD ($) segment trade_name | Dec. 31, 2022 USD ($) | |
Basis of presentation | ||||
Increase in intangible assets | $ 62,300 | |||
Amortization of intangible assets | $ 105,700 | $ 92,600 | ||
Number of trade names | trade_name | 2 | |||
Weighted average amortization period | 12 years 3 months 29 days | |||
Loss on impairment | $ 67,076 | 82,615 | ||
Number of reporting units | reporting_unit | 16 | |||
Number of reportable segments | segment | 2 | |||
Number of operating segments | segment | 2 | |||
Goodwill Impairment | $ 50,702 | $ 55,422 | ||
Discontinued operations | ||||
Basis of presentation | ||||
Loss on impairment | 7,800 | |||
California | ||||
Basis of presentation | ||||
Impairment losses | 300 | |||
Colorado Cash Generating Unit | ||||
Basis of presentation | ||||
Impairment losses | 13,900 | |||
Massachusetts Cash Generating Unit | ||||
Basis of presentation | ||||
Impairment losses | 19,400 | |||
North Dakota and Oregon Cash Generating Unit | ||||
Basis of presentation | ||||
Impairment losses | 3,600 | |||
Nevada | ||||
Basis of presentation | ||||
Goodwill Impairment | $ 43,992 | |||
Nevada | Discontinued operations | ||||
Basis of presentation | ||||
Goodwill Impairment | $ 6,700 |
Intangible assets, net and Go_5
Intangible assets, net and Goodwill - Estimated annual amortization expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 105,289 |
2025 | 95,219 |
2026 | 94,702 |
2027 | 94,109 |
2028 | $ 90,689 |
Intangible assets, net and Go_6
Intangible assets, net and Goodwill - Changes in the carrying amount of goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Balance at the beginning of period | $ 625,129 | $ 571,654 |
Purchase price adjustments | 119 | 2,445 |
Change in Assets Held for Sale | 41,678 | (1,630) |
Loss on Impairment | (50,702) | (55,422) |
Acquisitions | 7,002 | 111,780 |
Difference in exchange | 3,402 | (3,698) |
Balance at the end of period | 626,628 | 625,129 |
Domestic | ||
Goodwill [Roll Forward] | ||
Balance at the beginning of period | 553,203 | 511,420 |
Purchase price adjustments | 0 | 0 |
Change in Assets Held for Sale | 41,678 | (1,630) |
Loss on Impairment | (50,702) | (55,422) |
Acquisitions | 7,002 | 98,835 |
Difference in exchange | 0 | 0 |
Balance at the end of period | 551,181 | 553,203 |
International | ||
Goodwill [Roll Forward] | ||
Balance at the beginning of period | 71,926 | 60,234 |
Purchase price adjustments | 119 | 2,445 |
Change in Assets Held for Sale | 0 | 0 |
Loss on Impairment | 0 | 0 |
Acquisitions | 0 | 12,945 |
Difference in exchange | 3,402 | (3,698) |
Balance at the end of period | $ 75,447 | $ 71,926 |
Intangible assets, net and Go_7
Intangible assets, net and Goodwill - Impairment of reporting units (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and intangible assets | |||
Carrying Value of Goodwill | $ 626,628 | $ 625,129 | $ 571,654 |
Goodwill Impairment | 50,702 | $ 55,422 | |
Nevada | |||
Goodwill and intangible assets | |||
Carrying Value of Goodwill | 43,992 | ||
Goodwill Impairment | $ 43,992 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued loyalty payable | $ 5,327 | $ 8,239 |
Sales taxes payable | 9,971 | 7,380 |
Excise taxes payable | 3,414 | 2,305 |
Accrued payroll expenses | 25,227 | 28,224 |
Interest payable | 6,330 | 3,897 |
Deferred revenue | 866 | 676 |
Other accrued expenses | 50,176 | 52,590 |
Accrued expenses | $ 101,311 | $ 103,311 |
Notes payable - Schedule of not
Notes payable - Schedule of notes payable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 29, 2023 | Mar. 21, 2023 | Dec. 31, 2022 |
Notes payable | ||||
Notes payable, gross | $ 607,456 | |||
Less: Unamortized debt discount, debt premium and deferred financing fees | (19,689) | $ (28,981) | ||
Total notes payable, net of unamortized debt discount/premium and deferred financing fees | 587,767 | 622,670 | ||
Less: Current portion of notes payable | (39,478) | (51,882) | ||
Notes payable | 548,289 | 570,788 | ||
Senior Secured Notes – 2026 | ||||
Notes payable | ||||
Notes payable, gross | 475,000 | 475,000 | ||
Bloom Notes – 2023 | ||||
Notes payable | ||||
Notes payable, gross | 0 | $ 44,000 | 50,000 | |
Bloom Notes – 2024 | ||||
Notes payable | ||||
Notes payable, gross | 47,500 | $ 47,500 | $ 46,000 | 50,000 |
Bloom Notes – 2025 | ||||
Notes payable | ||||
Notes payable, gross | 60,000 | 60,000 | ||
Seller notes payable | ||||
Notes payable | ||||
Notes payable, gross | 6,567 | 6,728 | ||
Total notes payable, net of unamortized debt discount/premium and deferred financing fees | 6,600 | |||
Other notes payable | ||||
Notes payable | ||||
Notes payable, gross | $ 18,389 | $ 9,923 |
Notes payable - Senior Secured
Notes payable - Senior Secured Notes - 2026 (Details) - Senior Secured Notes – 2026 $ in Millions | 1 Months Ended | 12 Months Ended | ||
Dec. 15, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Notes payable | ||||
Gross proceeds | $ 475 | |||
Fixed charge coverage ratio | 2.5 | |||
Consolidated debt to consolidated EBITDA ratio | 4 | |||
Consolidated secured debt to consolidated EBITDA ratio | 3 | |||
Interest rate | 8% | |||
Effective interest rate | 8.25% | 14.77% | ||
Interest expense | $ 42.2 | $ 41.7 | ||
Before June 15, 2023 | ||||
Notes payable | ||||
Principal amount of debt redeemed | 35% | |||
Equity offering period | 90 days | |||
Between June 15, 2023 and June 14, 2024 | ||||
Notes payable | ||||
Redemption premium | 4% | |||
Between June 15, 2024 and June 14, 2025 | ||||
Notes payable | ||||
Redemption premium | 2% | |||
Maximum | ||||
Notes payable | ||||
Debt secured | $ 200 |
Notes payable - Bloom notes (De
Notes payable - Bloom notes (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 29, 2023 USD ($) installment equity_instrument $ / shares | Mar. 21, 2023 USD ($) | Dec. 31, 2023 USD ($) note | Dec. 31, 2022 USD ($) | Jan. 18, 2022 USD ($) | |
Notes payable | |||||
Notes payable, gross | $ 607,456 | ||||
Gain (loss) on extinguishment of debt | $ 2,065 | $ 205 | |||
Bloom Notes | |||||
Notes payable | |||||
Number of notes | note | 3 | ||||
Principal amount | $ 160,000 | ||||
Gain (loss) on extinguishment of debt | $ (1,400) | $ 3,300 | |||
Interest expense | $ 14,100 | 13,700 | |||
Bloom Notes | Eagle Valley Holdings, LLC Litigation Case | Bloom Dispensaries | |||||
Notes payable | |||||
Decrease in future principal payments | 10,000 | ||||
Bloom Notes – 2023 | |||||
Notes payable | |||||
Principal amount | $ 50,000 | ||||
Interest rate | 6% | ||||
Decrease in future principal payments | 6,000 | ||||
Notes payable, gross | 44,000 | 0 | 50,000 | ||
Bloom Notes – 2024 | |||||
Notes payable | |||||
Principal amount | $ 50,000 | ||||
Interest rate | 6% | ||||
Decrease in future principal payments | 4,000 | ||||
Notes payable, gross | $ 47,500 | $ 46,000 | $ 47,500 | 50,000 | |
Effective interest rate | 10% | ||||
Bloom Notes - 2024, Installment Amount | |||||
Notes payable | |||||
Interest rate | 10% | ||||
Notes payable, gross | $ 31,000 | ||||
Number of monthly installments | installment | 10 | ||||
Bloom Notes - 2024, Conversion Amount | |||||
Notes payable | |||||
Notes payable, gross | $ 16,500 | ||||
Debt conversion shares (in shares) | equity_instrument | 4,282,599 | ||||
Bloom Notes - 2024, Conversion Amount | Convertible Debt | |||||
Notes payable | |||||
Debt conversion price (in dollars per share) | $ / shares | $ 3.8528 | ||||
Bloom Notes – 2025 | |||||
Notes payable | |||||
Principal amount | $ 60,000 | ||||
Interest rate | 4% | ||||
Notes payable, gross | $ 60,000 | $ 60,000 | |||
Effective interest rate | 10.35% |
Notes payable - Seller Note (De
Notes payable - Seller Note (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) note | Dec. 31, 2022 USD ($) | |
Notes payable | ||
Notes payable outstanding | $ 587,767 | $ 622,670 |
Seller notes payable | ||
Notes payable | ||
Number of notes | note | 2 | |
Notes payable outstanding | $ 6,600 | |
Interest expense | 700 | $ 600 |
Phyto Note | ||
Notes payable | ||
Notes payable outstanding | $ 2,000 | |
Interest rate | 7.50% | |
Scottsdale Note | ||
Notes payable | ||
Notes payable outstanding | $ 4,600 | |
Interest rate | 5% |
Notes payable - Other notes (De
Notes payable - Other notes (Details) $ in Thousands, € in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 EUR (€) | |
Notes payable | |||
Notes payable outstanding | $ 587,767 | $ 622,670 | |
Other Notes Payable | |||
Notes payable | |||
Interest expense | 1,200 | $ 600 | |
BHH Note | |||
Notes payable | |||
Notes payable outstanding | $ 7,500 | ||
Interest rate | 15% | 15% | |
VOWL Note | |||
Notes payable | |||
Notes payable outstanding | € | € 1.9 | ||
Interest rate | 5.90% | 5.90% |
Notes payable - Asset-Based Rev
Notes payable - Asset-Based Revolving Credit Facility (Details - Asset-Based Revolving Credit Facility - Revolving credit facility - Line of credit - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Aug. 25, 2023 | |
Notes payable | ||
Maximum borrowing | $ 6.5 | |
Interest rate | 6% | |
Interest expense | $ 0.1 |
Notes payable - Future Maturiti
Notes payable - Future Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Future maturities | |
2024 | $ 39,478 |
2025 | 86,232 |
2026 | 475,024 |
2027 | 17 |
2028 | 2,111 |
2029 and thereafter | 4,594 |
Total future debt obligations | $ 607,456 |
Shareholders' equity - Narrativ
Shareholders' equity - Narrative (Details) $ in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Oct. 03, 2023 CAD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) vote shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | |||
Shareholders' equity | |||||||
Common stock, shares outstanding (in shares) | 733,727,803 | 733,727,803 | 717,490,830 | 708,340,434 | |||
Stock conversion ratio | 1 | ||||||
Number of shares repurchased and held in treasury | 254,315 | ||||||
Shares repurchased and held in treasury, amount | $ | $ 1,050 | ||||||
Acquisition escrow shares returned and retired (in shares) | 350,794 | 980,098 | |||||
Sale of stock, shares issued in transaction (in shares) | 2,700,000 | ||||||
Sale of stock, consideration | $ | $ 16.2 | ||||||
Treasury shares | |||||||
Shareholders' equity | |||||||
Shares repurchased and held in treasury, amount | $ | $ 1,100 | $ 1,050 | |||||
Mr. Boris Jordan | Minimum | |||||||
Shareholders' equity | |||||||
Threshold ownership percent | 5% | ||||||
SVS | |||||||
Shareholders' equity | |||||||
Common stock, conversion ratio | 1 | 1 | |||||
Number of votes | vote | 1 | ||||||
SVS | Common shares | |||||||
Shareholders' equity | |||||||
Common stock, shares outstanding (in shares) | [1] | 639,757,098 | 639,757,098 | 623,520,125 | 614,369,729 | ||
Number of shares repurchased and held in treasury | 254,315 | 254,315 | [1] | ||||
Acquisition escrow shares returned and retired (in shares) | [1] | 350,794 | 980,098 | ||||
SVS | 2018 Long Term Incentive Plan | |||||||
Shareholders' equity | |||||||
Number o f shares reserved for future issuance | 73,372,780 | 73,372,780 | 71,749,083 | ||||
MVS | |||||||
Shareholders' equity | |||||||
Number of votes | vote | 15 | ||||||
Outstanding shares as percent of total shares | 12.80% | 13.10% | |||||
Voting power as percent to total | 68.80% | 69.30% | |||||
MVS | Common shares | |||||||
Shareholders' equity | |||||||
Common stock, shares outstanding (in shares) | [1] | 93,970,705 | 93,970,705 | 93,970,705 | 93,970,705 | ||
[1] *as defined herein |
Shareholders' equity - Schedule
Shareholders' equity - Schedule of stockholders equity (Details) - shares | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||||
Changes in stockholders equity | ||||||
Common stock, beginning balance (in shares) | 717,490,830 | 708,340,434 | ||||
Issuance of shares in connection with acquisitions (in shares) | 12,329,002 | 7,392,857 | ||||
Issuance of shares in connection with public offering (in shares) | 2,700,000 | |||||
SVS contributed to Curaleaf, Inc. in connection with the Reorganization (in shares) | (254,315) | |||||
Acquisition escrow shares returned and retired (in shares) | (350,794) | (980,098) | ||||
Exercise of stock options (in shares) | 211,775 | 1,269,953 | ||||
Issuance of SVS for settlement of RSUs (in shares) | 1,601,305 | 1,315,176 | ||||
Share-based compensation (in shares) | 152,508 | |||||
Common stock, ending balance (in shares) | 733,727,803 | 733,727,803 | 717,490,830 | |||
SVS | Common shares | ||||||
Changes in stockholders equity | ||||||
Common stock, beginning balance (in shares) | [1] | 623,520,125 | 614,369,729 | |||
Issuance of shares in connection with acquisitions (in shares) | [1] | 12,329,002 | 7,392,857 | |||
Issuance of shares in connection with public offering (in shares) | [1] | 2,700,000 | ||||
SVS contributed to Curaleaf, Inc. in connection with the Reorganization (in shares) | (254,315) | (254,315) | [1] | |||
Acquisition escrow shares returned and retired (in shares) | [1] | (350,794) | (980,098) | |||
Exercise of stock options (in shares) | [1] | 211,775 | 1,269,953 | |||
Issuance of SVS for settlement of RSUs (in shares) | 1,601,305 | 1,315,176 | [1] | |||
Share-based compensation (in shares) | [1] | 152,508 | ||||
Common stock, ending balance (in shares) | [1] | 639,757,098 | 639,757,098 | 623,520,125 | ||
MVS | Common shares | ||||||
Changes in stockholders equity | ||||||
Common stock, beginning balance (in shares) | [1] | 93,970,705 | 93,970,705 | |||
Common stock, ending balance (in shares) | [1] | 93,970,705 | 93,970,705 | 93,970,705 | ||
[1] *as defined herein |
Redeemable non-controlling in_2
Redeemable non-controlling interest (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Apr. 07, 2021 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Redeemable Noncontrolling Interest [Line Items] | |||||
Temporary equity | $ 120,650 | $ 121,113 | $ 118,972 | ||
Put/call option trigger period | 2 years | ||||
Strategic investor | Curaleaf International Holdings Limited | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Proceeds from minority interest investment | $ 130,800 | ||||
Ownership interest by minority shareholders | 31.50% |
Share-based compensation - Narr
Share-based compensation - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based payment arrangements | |||
Unrecognized stock-based compensation expense relating to stock options | $ 18.3 | $ 69.1 | |
Stock options | |||
Share-based payment arrangements | |||
Weighted-average amortization period | 2 years 3 months 21 days | 1 year 4 months 6 days | |
Performance stock units | |||
Share-based payment arrangements | |||
Weighted-average amortization period | 2 years 2 months 4 days | ||
Unrecognized stock-based compensation expense | $ 5.3 | ||
Unvested units (in shares) | 2,024,121 | 0 | |
RSUs | |||
Share-based payment arrangements | |||
Weighted-average amortization period | 1 year 9 months 29 days | 2 years 1 month 28 days | |
Unrecognized stock-based compensation expense | $ 17.9 | $ 23.9 | |
2018 Long Term Incentive Plan | RSUs | |||
Share-based payment arrangements | |||
Unvested units (in shares) | 6,145,959 | 4,284,439 | 2,871,779 |
2018 Long Term Incentive Plan | SVS | |||
Share-based payment arrangements | |||
Percent of shares reserved for future issuance | 10% |
Share-based compensation - Sche
Share-based compensation - Schedule of Share-Based Payment Arrangement Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based payment arrangements | ||
Share-based compensation | $ 20,010 | $ 28,017 |
Stock options | ||
Share-based payment arrangements | ||
Share-based compensation | 7,591 | 13,130 |
Performance stock units | ||
Share-based payment arrangements | ||
Share-based compensation | 501 | 0 |
Restricted stock units | ||
Share-based payment arrangements | ||
Share-based compensation | $ 11,918 | $ 14,887 |
Share-based compensation - Fair
Share-based compensation - Fair value assumptions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Minimum | ||
Fair value assumptions | ||
Expected volatility | 68% | 68% |
Expected life in years | 5 years 4 months 24 days | 5 years 3 months 18 days |
Risk-free interest rate (based on government bonds) | 3.13% | 2.81% |
Maximum | ||
Fair value assumptions | ||
Expected volatility | 72% | 70% |
Expected life in years | 6 years 8 months 12 days | 5 years 4 months 24 days |
Risk-free interest rate (based on government bonds) | 4.60% | 4.13% |
Stock options | ||
Fair value assumptions | ||
Total intrinsic value of options exercised | $ 798 | $ 7,628 |
Total fair value of shares vested | $ 10,221 | $ 24,977 |
Expected dividends | 0% | 0% |
Share-based compensation - Stoc
Share-based compensation - Stock options activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of options | ||
Exercised during the year (in shares) | (211,775) | (1,269,953) |
2018 Long Term Incentive Plan | ||
Number of options | ||
Outstanding at January 1 (in shares) | 24,539,168 | 23,566,933 |
Forfeited during the year (in shares) | (2,569,561) | (1,849,182) |
Expired during the year (in shares) | (2,421,729) | (621,945) |
Exercised during the year (in shares) | (211,775) | (1,269,953) |
Granted during the year (in shares) | 8,596,500 | 4,713,315 |
Outstanding at December 31 (in shares) | 27,932,603 | 24,539,168 |
Options exercisable at December 31 (in shares) | 14,967,286 | 15,961,157 |
Weighted average exercise price | ||
Outstanding at January 1 (in dollars per share) | $ 6.67 | $ 6.76 |
Forfeited during the year (in dollars per share) | 7.40 | 12.86 |
Expired during the year (in dollars per share) | 9.24 | 4.31 |
Exercised during the year (in dollars per share) | 0.23 | 0.41 |
Granted during the year (in dollars per share) | 2.97 | 6.67 |
Outstanding at December 31 (in dollars per share) | 5.29 | 6.67 |
Options exercisable at December 31 (in dollars per share) | $ 5.41 | $ 5.60 |
Stock Options Additional Disclosures | ||
Outstanding, Weighted average remaining contractual term | 6 years 3 months 14 days | 6 years 1 month 17 days |
Outstanding, Aggregate intrinsic value | $ 34,646 | $ 29,370 |
Exercisable, Weighted average remaining contractual term | 4 years 2 months 19 days | 4 years 7 months 6 days |
Exercisable, Aggregate intrinsic value | $ 25,679 | $ 29,290 |
Share-based compensation - PSU
Share-based compensation - PSU activity (Details) - Performance stock units | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Shares | |
Unvested at January 1 (in shares) | shares | 0 |
Forfeited (in shares) | shares | (216,251) |
Vested (in shares) | shares | 0 |
Granted (in shares) | shares | 2,240,372 |
Unvested at December 31 (in shares) | shares | 2,024,121 |
Weighted-Average Grant Date Fair Value | |
Unvested at January 1 (in dollars per share) | $ / shares | $ 0 |
Forfeited (in dollars per share) | $ / shares | 2.89 |
Vested (in dollars per share) | $ / shares | 0 |
Granted (in dollars per share) | $ / shares | 2.89 |
Unvested at December 31 (in dollars per share) | $ / shares | $ 2.89 |
Share-based compensation - RSU
Share-based compensation - RSU activity (Details) - 2018 Long Term Incentive Plan - RSUs - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Unvested at January 1 (in shares) | 4,284,439 | 2,871,779 |
Forfeited during the year (in shares) | (1,749,598) | (908,167) |
Released during the year (in shares) | (1,601,305) | |
Vested (in shares) | (1,511,438) | |
Granted during the year (in shares) | 5,212,423 | 3,832,265 |
Unvested at December 31 (in shares) | 6,145,959 | 4,284,439 |
Weighted-Average Grant Date Fair Value | ||
Unvested at January 1 (in dollars per share) | $ 7.44 | $ 11.21 |
Forfeited (in dollars per share) | 5.66 | 11.26 |
Released (in dollars per share) | 7.77 | |
Vested (in dollars per share) | 10.19 | |
Granted (in dollars per share) | 3.03 | 6.60 |
Unvested at December 31 (in dollars per share) | $ 4.12 | $ 7.44 |
RSUs vested at December 31 (in shares) | 5,832,838 | 4,231,533 |
Selling, general and administ_3
Selling, general and administrative expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Selling, General and Administrative Expense [Abstract] | ||
Salaries and benefits | $ 206,787 | $ 211,426 |
Sales and marketing | 41,992 | 39,747 |
Rent and occupancy | 48,983 | 49,824 |
Travel | 5,741 | 10,575 |
Professional fees | 38,631 | 32,820 |
Office supplies and services | 22,616 | 27,832 |
Other | 50,023 | 47,656 |
Total selling, general and administrative expense | 414,773 | 419,880 |
Cost of advertising expense | $ 12,000 | $ 11,300 |
Other income (expense) (Details
Other income (expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other Nonoperating Income (Expense) [Abstract] | ||
Loss on disposal of assets | $ (8,541) | $ (548) |
Gain on investment | 2,073 | 21,952 |
Modification and extinguishment of debt | 2,065 | 205 |
Other income (expense), net | 4,589 | (1,764) |
Total other expense, net | $ 186 | $ 19,845 |
Revenue disaggregation (Details
Revenue disaggregation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Basis of presentation | ||
Total revenues, net | $ 1,346,632 | $ 1,275,420 |
Retail revenues | ||
Basis of presentation | ||
Total revenues, net | 1,097,172 | 1,001,536 |
Wholesale revenues | ||
Basis of presentation | ||
Total revenues, net | 243,606 | 269,042 |
Management fee income | ||
Basis of presentation | ||
Total revenues, net | $ 5,854 | $ 4,842 |
Income Taxes - Income before ta
Income Taxes - Income before tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (95,991) | $ (62,647) |
Foreign | (28,375) | (23,841) |
Loss before provision for income taxes | $ (124,366) | $ (86,488) |
Income Taxes - Provision for in
Income Taxes - Provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 121,079 | $ 143,148 |
State | 22,825 | 43,756 |
Foreign | 123 | (304) |
Total current | 144,027 | 186,600 |
Deferred: | ||
Federal | (20,775) | (8,016) |
State | (9,057) | 2,625 |
Foreign | 394 | (2,387) |
Total deferred | $ (29,438) | $ (7,778) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the statutory income tax rate to the Company's effective income tax rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount | ||
Provision for income taxes computed using statutory tax rate | $ (18,655) | $ (12,973) |
Effect of tax rates in foreign jurisdictions | (9,149) | (7,473) |
State income taxes, net of federal income tax benefit | 13,769 | 46,337 |
Share-based compensation | 2,033 | (7,093) |
Non-deductible expenses | 83,533 | 78,465 |
Increase in uncertain tax position | (12,185) | 11,157 |
Increase in valuation allowance | 36,042 | 61,918 |
Penalties and interest | 19,134 | 4,555 |
Other | 67 | 3,929 |
Provision for income taxes | $ 114,589 | $ 178,822 |
Effective Income Tax Rate Reconciliation, Percent | ||
Provision for income taxes computed using statutory tax rate | 15% | 15% |
Effect of tax rates in foreign jurisdictions | 7% | 9% |
State income taxes, net of federal income tax benefit | (11.00%) | (54.00%) |
Share-based compensation | (2.00%) | 8% |
Non-deductible expenses | (67.00%) | (91.00%) |
Increase in uncertain tax position | 10% | (13.00%) |
Increase in valuation allowance | (29.00%) | (72.00%) |
Penalties and interest | (15.00%) | (4.00%) |
Other | 0% | (5.00%) |
Provision for income taxes | (92.00%) | (207.00%) |
Income Taxes - Components of de
Income Taxes - Components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 188,944 | $ 161,360 |
163j Interest Carryovers | 57,809 | 41,596 |
Stock compensation | 10,808 | 12,906 |
Accrued and prepaid expenses | 3,347 | 2,593 |
Other | 52 | 111 |
Total deferred tax assets | 260,960 | 218,566 |
Deferred tax liabilities: | ||
Depreciation and amortization | (300,073) | (312,793) |
Inventory | (1,056) | (1,112) |
Total deferred tax liabilities | (301,129) | (313,905) |
Valuation allowance | (256,599) | (212,071) |
Net deferred tax liabilities | $ (296,768) | $ (307,410) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | |||
Uncertain tax position | $ 56,931,000 | $ 70,888,000 | $ 38,099,000 |
Unrecognized tax benefits resulting from acquisitions | 21,000,000 | 25,400,000 | |
Unrecognized tax benefits that would impact effective tax rate | 35,900,000 | 45,500,000 | |
Accrued interest and penalties for uncertain tax positions | (1,600,000) | 2,200,000 | |
Accrued interest and penalties, Uncertain tax position included in Long-term tax receivable | 13,100,000 | ||
Minimum | |||
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits is reasonably possibility | 10,900,000 | ||
Maximum | |||
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits is reasonably possibility | 21,300,000 | ||
Short-term liabilities | |||
Operating Loss Carryforwards [Line Items] | |||
Uncertain tax position | 500,000 | 0 | |
Other long-term liabilities | |||
Operating Loss Carryforwards [Line Items] | |||
Uncertain tax position | 56,400,000 | 70,900,000 | |
Federal and State Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Tax loss carryforwards subject to expiration | 586,900,000 | 542,400,000 | |
Tax loss carryforwards not subject to expiration | 589,600,000 | 517,700,000 | |
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Tax loss carryforwards subject to expiration | 1,500,000 | 700,000 | |
Tax loss carryforwards not subject to expiration | $ 97,500,000 | $ 80,300,000 |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of the beginning and ending amounts of unrecognized tax benefits | ||
Balance at beginning of the year | $ 70,888 | $ 38,099 |
Additions based on tax positions related to the current year | 8,313 | 7,386 |
Decrease for tax positions of prior years | (896) | |
Additions for tax positions of prior years | 7 | |
Decrease based on acquisitions | (485) | |
Additions based on acquisitions | 30,122 | |
Lapse of statute | (20,889) | (4,726) |
Balance at the end of the year | $ 56,931 | $ 70,888 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss from continuing operations | $ (238,955) | $ (265,310) |
Less: Net loss attributable to non-controlling interest | (9,140) | (6,833) |
Net loss from continuing operations attributable to Curaleaf Holdings, Inc. | (229,815) | (258,477) |
Net loss from discontinued operations | (51,382) | (111,622) |
Net loss attributable to Curaleaf Holdings, Inc. | $ (281,197) | $ (370,099) |
Denominator: | ||
Basic weighted-average common shares outstanding (in shares) | 724,124,894 | 711,159,444 |
Effect of dilutive convertible debt (in shares) | 4,282,600 | 0 |
Effect of dilutive contingent shares (in shares) | 4,074,000 | 6,347,584 |
Pro forma diluted weighted-average common share outstanding (in shares) | 744,074,443 | 728,926,708 |
Loss per share from continuing operations, net of loss attributable to non-controlling interest - basic (in dollars per share) | $ (0.32) | $ (0.36) |
Loss per share from discontinued operations - basic (in dollars per share) | (0.07) | (0.16) |
Loss per share attributable to Curaleaf Holdings, Inc. - basic (in dollars per share) | (0.39) | (0.52) |
Loss per share from continuing operations, net of loss attributable to non-controlling interest - diluted (in dollars per share) | (0.32) | (0.36) |
Loss per share from discontinued operations - diluted (in dollars per share) | (0.07) | (0.16) |
Loss per share attributable to Curaleaf Holdings, Inc. - diluted (in dollars per share) | $ (0.39) | $ (0.52) |
Stock options | ||
Denominator: | ||
Effect of dilutive of share-based payment arrangements (in shares) | 7,771,793 | 9,327,248 |
Restricted stock units | ||
Denominator: | ||
Effect of dilutive of share-based payment arrangements (in shares) | 2,519,282 | 2,092,432 |
Performance stock units | ||
Denominator: | ||
Effect of dilutive of share-based payment arrangements (in shares) | 1,301,874 | 0 |
Segment reporting - Narrative (
Segment reporting - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segment reporting - Schedule of
Segment reporting - Schedule of segment reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 1,346,632 | $ 1,275,420 |
Gross profit | 614,449 | 626,419 |
Long-lived assets | 2,677,974 | 2,762,134 |
Domestic | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 1,285,625 | 1,240,986 |
Gross profit | 591,908 | 615,360 |
Long-lived assets | 2,349,338 | 2,431,662 |
International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 61,007 | 34,434 |
Gross profit | 22,541 | 11,059 |
Long-lived assets | $ 328,636 | $ 330,472 |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) $ in Millions | Mar. 21, 2023 | May 16, 2022 | Jan. 06, 2022 | Apr. 01, 2021 | Dec. 12, 2019 | Oct. 25, 2018 | Sep. 30, 2023 | Jun. 30, 2022 |
GR Companies, Inc. | Illinois Assets | Parallel Illinois, LLC | ||||||||
Commitments and contingencies | ||||||||
Total consideration | $ 100 | |||||||
Consideration, cash | 60 | |||||||
Consideration, stock | 40 | |||||||
Earn out consideration | 55 | |||||||
Consideration received as deposits | $ 10 | $ 10 | ||||||
Settlement amount | $ 0.5 | |||||||
Eagle Valley Holdings, LLC Litigation Case | Bloom Dispensaries | Bloom Notes | ||||||||
Commitments and contingencies | ||||||||
Decrease in future principal payments | $ 10 | |||||||
Sentia Wellness, Inc | ||||||||
Commitments and contingencies | ||||||||
Damages sought | $ 74 | |||||||
Nitin Khanna and Third Party Plaintiffs against Curaleaf | ||||||||
Commitments and contingencies | ||||||||
Damages sought | $ 515 | |||||||
Doubling Road Holdings, LLC | ||||||||
Commitments and contingencies | ||||||||
Settlement amount paid to other party | $ 40.1 | |||||||
Doubling Road Holdings, LLC | SVS | ||||||||
Commitments and contingencies | ||||||||
Stock issued for settlement of litigation (in shares) | 2,016,859 | 4,755,548 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Related party transactions | |||
Transaction | $ 3,915 | $ 4,911 | |
Balance receivable (payable) | 10,000 | 10,000 | |
Measure 8 | High Tech Holdings, Inc | |||
Related party transactions | |||
Percentage of interests acquired | 5.86% | ||
Consulting fees | |||
Related party transactions | |||
Transaction | 915 | 1,269 | |
Balance receivable (payable) | 0 | 0 | |
Consulting fees | Measure 8 | |||
Related party transactions | |||
Equipment purchases | 400 | 700 | |
Consulting fees | Frontline Real Estate Partners, LLC | |||
Related party transactions | |||
Equipment purchases | 400 | 600 | |
Travel and reimbursement | |||
Related party transactions | |||
Transaction | 45 | 382 | |
Balance receivable (payable) | 0 | 0 | |
Rent expense reimbursement | |||
Related party transactions | |||
Transaction | 0 | 72 | |
Balance receivable (payable) | 0 | 0 | |
Platform fees | |||
Related party transactions | |||
Transaction | 2,069 | 2,309 | |
Balance receivable (payable) | 0 | 0 | |
Senior Secured Notes – 2026 | |||
Related party transactions | |||
Transaction | 886 | 879 | |
Balance receivable (payable) | 10,000 | $ 10,000 | |
Senior Secured Notes – 2026 | Related party | |||
Related party transactions | |||
Principal amount | 475,000 | ||
Senior Secured Notes – 2026 | Baldwin Holdings, LLC | Related party | |||
Related party transactions | |||
Notes payable | $ 10,000 |
Fair value measurements and f_3
Fair value measurements and financial risk management - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) note | Dec. 31, 2022 USD ($) | Dec. 29, 2023 USD ($) installment | Mar. 21, 2023 USD ($) | Jan. 18, 2022 USD ($) | Dec. 15, 2021 | |
Fair value measurements and financial risk management | |||||||
Transfers between fair value levels | $ 0 | $ 0 | |||||
Notes payable, gross | 607,456,000 | ||||||
Carrying value | |||||||
Fair value measurements and financial risk management | |||||||
Debt, fair value | 587,800,000 | 622,700,000 | |||||
Fair value | |||||||
Fair value measurements and financial risk management | |||||||
Debt, fair value | 530,900,000 | 563,500,000 | |||||
Foreign exchange rates | Hedging instrument | |||||||
Fair value measurements and financial risk management | |||||||
Notional amount | 0 | 0 | |||||
Senior Secured Notes – 2026 | |||||||
Fair value measurements and financial risk management | |||||||
Gross proceeds | $ 475,000,000 | ||||||
Notes payable, gross | $ 475,000,000 | 475,000,000 | |||||
Interest rate | 8% | ||||||
Bloom Notes | |||||||
Fair value measurements and financial risk management | |||||||
Number of notes | note | 3 | ||||||
Principal amount | $ 160,000,000 | ||||||
Bloom Notes – 2023 | |||||||
Fair value measurements and financial risk management | |||||||
Principal amount | $ 50,000,000 | ||||||
Notes payable, gross | $ 0 | 50,000,000 | $ 44,000,000 | ||||
Interest rate | 6% | ||||||
Bloom Notes – 2024 | |||||||
Fair value measurements and financial risk management | |||||||
Principal amount | $ 50,000,000 | ||||||
Notes payable, gross | 47,500,000 | 50,000,000 | $ 47,500,000 | $ 46,000,000 | |||
Interest rate | 6% | ||||||
Bloom Notes - 2024, Conversion Amount | |||||||
Fair value measurements and financial risk management | |||||||
Notes payable, gross | 16,500,000 | ||||||
Bloom Notes – 2025 | |||||||
Fair value measurements and financial risk management | |||||||
Principal amount | $ 60,000,000 | ||||||
Notes payable, gross | $ 60,000,000 | $ 60,000,000 | |||||
Interest rate | 4% | ||||||
Bloom Notes - 2024, Installment Amount | |||||||
Fair value measurements and financial risk management | |||||||
Notes payable, gross | $ 31,000,000 | ||||||
Number of monthly installments | installment | 10 | ||||||
Interest rate | 10% | ||||||
Tryke | First anniversary | Risk free interest rate | |||||||
Fair value measurements and financial risk management | |||||||
Contingent consideration, measurement input | 0.182 | ||||||
Tryke | Second anniversary | Risk free interest rate | |||||||
Fair value measurements and financial risk management | |||||||
Contingent consideration, measurement input | 0.180 | ||||||
Tryke | Third anniversary | Risk free interest rate | |||||||
Fair value measurements and financial risk management | |||||||
Contingent consideration, measurement input | 0.178 | ||||||
EMMAC | Regulatory approval for recreational cannabis | |||||||
Fair value measurements and financial risk management | |||||||
Contingent consideration, measurement input | 0.131 | 0.116 | |||||
EMMAC | Revenue targets in the U.K. market | |||||||
Fair value measurements and financial risk management | |||||||
Contingent consideration, measurement input | 0.112 | ||||||
Four20 | Second tranche of share issue | Discount rate | |||||||
Fair value measurements and financial risk management | |||||||
Debt, measurement input | 0.135 |
Fair value measurements and f_4
Fair value measurements and financial risk management - Schedule of fair value measurements (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair value measurements and financial risk management | ||
Deferred consideration liabilities | $ 43,652 | $ 61,300 |
Contingent consideration liabilities | 16,625 | 29,110 |
Total fair value, liabilities | 60,277 | 90,410 |
Level 1 | ||
Fair value measurements and financial risk management | ||
Deferred consideration liabilities | 0 | 0 |
Contingent consideration liabilities | 0 | 0 |
Total fair value, liabilities | 0 | 0 |
Level 2 | ||
Fair value measurements and financial risk management | ||
Deferred consideration liabilities | 43,652 | 61,300 |
Contingent consideration liabilities | 0 | 0 |
Total fair value, liabilities | 43,652 | 61,300 |
Level 3 | ||
Fair value measurements and financial risk management | ||
Deferred consideration liabilities | 0 | 0 |
Contingent consideration liabilities | 16,625 | 29,110 |
Total fair value, liabilities | $ 16,625 | $ 29,110 |
Fair value measurements and f_5
Fair value measurements and financial risk management - Aging of trade receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Financing Receivable, Past Due [Line Items] | ||
Total accounts receivable, net | $ 55,660 | $ 45,179 |
0 to 90 days | ||
Financing Receivable, Past Due [Line Items] | ||
Total accounts receivable, net | 47,633 | 40,019 |
91 to 180 days | ||
Financing Receivable, Past Due [Line Items] | ||
Total accounts receivable, net | 6,925 | 3,423 |
181 days + | ||
Financing Receivable, Past Due [Line Items] | ||
Total accounts receivable, net | $ 1,102 | $ 1,737 |
Fair value measurements and f_6
Fair value measurements and financial risk management - Gross remaining contractual obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Less than 1 Year | $ 193,787 | $ 204,361 |
1 to 3 Years | 85,212 | 105,401 |
Total | 278,999 | 309,762 |
Accounts payable | ||
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Less than 1 Year | 79,319 | 80,789 |
1 to 3 Years | 0 | 0 |
Total | 79,319 | 80,789 |
Accrued expenses | ||
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Less than 1 Year | 101,311 | 103,311 |
1 to 3 Years | 0 | 0 |
Total | 101,311 | 103,311 |
Other current liabilities | ||
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Less than 1 Year | 1,256 | 1,723 |
1 to 3 Years | 0 | 0 |
Total | 1,256 | 1,723 |
Contingent consideration liability | ||
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Less than 1 Year | 11,901 | 18,538 |
1 to 3 Years | 4,724 | 10,572 |
Total | 16,625 | 29,110 |
Uncertain tax position | ||
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Less than 1 Year | 0 | 0 |
1 to 3 Years | 79,142 | 94,516 |
Total | 79,142 | 94,516 |
Other long-term liability | ||
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Less than 1 Year | 0 | 0 |
1 to 3 Years | 1,346 | 313 |
Total | $ 1,346 | $ 313 |
Variable interest entities (Det
Variable interest entities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Included in Consolidated Balance Sheets: | |||
Current assets | $ 418,603 | $ 652,425 | |
Current liabilities | 494,034 | 496,868 | |
Equity attributable to Curaleaf Holdings, Inc. | 1,050,642 | 1,279,705 | $ 1,546,124 |
Revenues | 1,346,632 | 1,275,420 | |
Net loss | (290,337) | (376,932) | |
Net loss attributable to Curaleaf Holdings, Inc. | (281,197) | (370,099) | |
VIE | |||
Included in Consolidated Balance Sheets: | |||
Current assets | 356,037 | 552,607 | |
Non-current assets | 2,371,221 | 2,462,114 | |
Current liabilities | 924,456 | 917,905 | |
Non-current liabilities | 914,807 | 1,009,701 | |
Equity attributable to Curaleaf Holdings, Inc. | 711,380 | 1,016,691 | |
Revenues | 1,282,701 | 1,298,652 | |
Net loss attributable to Curaleaf Holdings, Inc. | $ 211,467 | $ 349,324 |
Subsequent events (Details)
Subsequent events (Details) $ in Thousands, € in Millions | Feb. 02, 2024 EUR (€) | Jan. 17, 2024 USD ($) | Jan. 01, 2024 EUR (€) | Jan. 23, 2024 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Oct. 27, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Subsequent Events | ||||||||
Total accounts receivable, net | $ | $ 55,660 | $ 45,179 | ||||||
Current portion of note receivable | $ | $ 7,020 | $ 7,000 | $ 0 | |||||
Canymed GmbH | ||||||||
Subsequent Events | ||||||||
Total accounts receivable, net | € 0.8 | |||||||
Subsequent events | ||||||||
Subsequent Events | ||||||||
Purchase of assets pledged as collateral | $ | $ 1,000 | |||||||
Subsequent events | Canymed GmbH | ||||||||
Subsequent Events | ||||||||
Notes receivable | € 0.8 | |||||||
Note receivable, interest rate | 8% | |||||||
Note receivable, monthly installment payments | € 0.1 | |||||||
Subsequent events | NNG | ||||||||
Subsequent Events | ||||||||
Advances to affiliate | € 0.8 | |||||||
Subsequent events | Half Moon Grow Nursery, Inc | ||||||||
Subsequent Events | ||||||||
Percentage of interests acquired | 10,000% | |||||||
Consideration paid in cash, net of working capital adjustments | $ | $ 700 | |||||||
Subsequent events | Can4Med S.A. | ||||||||
Subsequent Events | ||||||||
Total consideration paid | € 1.5 |