Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 31, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Entity File Number | 000-56422 | |
Entity Registrant Name | TILT Holdings Inc. | |
Entity Incorporation, State or Country Code | A1 | |
Entity Tax Identification Number | 83-2097293 | |
Entity Address, Address Line One | 2801 E. Camelback Road #180 | |
Entity Address, City or Town | Phoenix | |
Entity Address State Or Province | AZ | |
Entity Address, Postal Zip Code | 85016 | |
City Area Code | 623 | |
Local Phone Number | 887-4990 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 331,954,896 | |
Entity Central Index Key | 0001761510 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 6,483 | $ 4,221 |
Restricted cash | 28,198 | 2,731 |
Trade receivables and others | 30,007 | 32,393 |
Inventories | 50,230 | 55,583 |
Loans receivable, current portion | 2,444 | 2,453 |
Prepaid expenses and other current assets | 2,325 | 2,732 |
Assets held for sale | 500 | 500 |
Total current assets | 120,187 | 100,613 |
Non-current assets | ||
Property, plant and equipment, net | 71,166 | 62,360 |
Right-of-use assets - finance, net | 4,864 | 5,379 |
Right-of-use assets - operating, net | 802 | 5,038 |
Investments | 6,604 | 6,698 |
Intangible assets, net | 121,418 | 128,770 |
Loans receivable | 1,501 | 1,672 |
Deferred tax asset | 9,402 | |
Goodwill | 63,877 | 70,545 |
Other assets | 1,373 | 273 |
TOTAL ASSETS | 401,194 | 381,348 |
Current liabilities | ||
Accounts payable and accrued liabilities | 49,930 | 49,482 |
Warrant liability | 644 | 2,394 |
Income taxes payable | 1,052 | |
Deferred revenue | 3,757 | 5,177 |
Finance lease liability, current portion | 1,016 | 955 |
Operating lease liability, current portion | 130 | 731 |
Notes payable, current portion, net of discount | 80,170 | 40,758 |
Total current liabilities | 136,699 | 99,497 |
Non-current liabilities | ||
Finance lease liability | 4,798 | 4,927 |
Operating lease liability | 770 | 5,319 |
Notes payable, net of discount | 49,939 | 45,855 |
Deferred tax liability | 85 | |
TOTAL LIABILITIES | 192,206 | 155,683 |
Shareholders' equity | ||
Common shares, without par value, unlimited shares authorized, 375,776,275 and 374,082,759 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 856,866 | 854,952 |
Additional paid-in capital | 224,934 | 224,835 |
Warrants | 952 | 952 |
Accumulated other comprehensive income | 997 | 999 |
Accumulated deficit | (874,928) | (856,248) |
Non-controlling interest | 167 | 175 |
TOTAL SHAREHOLDERS' EQUITY | 208,988 | 225,665 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 401,194 | $ 381,348 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Condensed Consolidated Balance Sheets | ||
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | Unlimited | Unlimited |
Common stock, shares issued | 375,776,275 | 374,082,759 |
Common stock, shares outstanding | 375,776,275 | 374,082,759 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss | ||||
Revenues, net | $ 47,055 | $ 48,469 | $ 89,407 | $ 95,286 |
Cost of goods sold | (36,110) | (35,580) | (69,109) | (68,852) |
Gross profit | 10,945 | 12,889 | 20,298 | 26,434 |
Operating expenses: | ||||
Wages and benefits | 6,335 | 4,549 | 11,503 | 8,632 |
General and administrative | 5,585 | 4,573 | 10,364 | 8,890 |
Sales and marketing | 586 | 226 | 993 | 381 |
Share-based compensation | 786 | 675 | 2,012 | 1,557 |
Depreciation and amortization | 4,560 | 4,400 | 9,118 | 8,832 |
Impairment loss and loss on disposal of assets | 6,669 | 7,366 | ||
Total operating expenses | 24,521 | 14,423 | 41,356 | 28,292 |
Operating loss | (13,576) | (1,534) | (21,058) | (1,858) |
Other (expense) income: | ||||
Interest income | 56 | (16) | 74 | 587 |
Other income | 4 | 24 | 7 | 68 |
Change in fair value of warrant liability | 3,913 | 5,930 | 1,750 | (7,986) |
Gain (loss) on sale of assets | 8 | 1 | (59) | |
Unrealized loss on investment | (49) | (53) | (94) | (758) |
Loan receivable losses | (504) | (1,021) | ||
Loss on termination of lease | (74) | (333) | ||
Interest expense, net | (3,796) | (2,320) | (6,577) | (4,775) |
Foreign exchange loss | (35) | (35) | ||
Total other (expense) income | (376) | 3,464 | (5,860) | (13,291) |
(Loss) income from operations before income tax and non-controlling interest | (13,952) | 1,930 | (26,918) | (15,149) |
Income taxes | ||||
Income tax benefit (expense) | 6,898 | (896) | 8,230 | (874) |
Net (loss) income before non-controlling interest | (7,054) | 1,034 | (18,688) | (16,023) |
Less: Net loss attributable to non-controlling interest | 3 | 8 | ||
Net (loss) income attributable to TILT Holdings Inc. | (7,051) | 1,034 | (18,680) | (16,023) |
Other comprehensive (loss) income | ||||
Net (loss) income | (7,054) | 1,034 | (18,688) | (16,023) |
Foreign currency translation differences | (3) | (7) | (2) | (9) |
Comprehensive (loss) income before non-controlling interest | (7,057) | 1,027 | (18,690) | (16,032) |
Less: Net loss attributable to non-controlling interest | 3 | 8 | ||
Comprehensive (loss) income attributable to TILT Holdings Inc. | $ (7,054) | $ 1,027 | $ (18,682) | $ (16,032) |
Weighted average number of shares outstanding: | ||||
Weighted-average number of shares and units outstanding - basic | 375,538,599 | 363,622,232 | 375,075,478 | 361,637,509 |
Weighted-average number of shares and units outstanding - diluted | 461,116,729 | |||
Net (loss) income per common share attributable to TILT Holdings Inc. | ||||
Net (loss) income per common share attributable to TILT Holdings Inc. - basic | $ (0.02) | $ 0 | $ (0.05) | $ (0.04) |
Net (loss) income per common share attributable to TILT Holdings Inc. - diluted | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Common Shares | Additional Paid-in Capital | Warrants | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-Controlling Interest | Total |
Balance at beginning of period at Dec. 31, 2020 | $ 851,851 | $ 223,499 | $ 6,757 | $ 1,014 | $ (818,436) | $ 264,685 | |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 367,182,673 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 625 | 625 | |||||
Warrants exercised | $ 149 | 149 | |||||
Warrants exercised (in shares) | 567,000 | ||||||
Warrants reclassified to liability | (5,805) | (2,686) | (8,491) | ||||
Issuance and vesting of restricted share units | $ 257 | 257 | |||||
Issuance and vesting of restricted share units (in shares) | 825,000 | ||||||
Comprehensive loss for the period | (2) | (17,057) | (17,059) | ||||
Balance at end of the period at Mar. 31, 2021 | $ 852,257 | 224,124 | 952 | 1,012 | (838,179) | 240,166 | |
Balance at end of period (in shares) at Mar. 31, 2021 | 368,574,673 | ||||||
Balance at beginning of period at Dec. 31, 2020 | $ 851,851 | 223,499 | 6,757 | 1,014 | (818,436) | 264,685 | |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 367,182,673 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Comprehensive loss for the period | (16,032) | ||||||
Balance at end of the period at Jun. 30, 2021 | $ 852,257 | 224,124 | 952 | 1,005 | (837,145) | 241,193 | |
Balance at end of period (in shares) at Jun. 30, 2021 | 368,574,673 | ||||||
Balance at beginning of period at Mar. 31, 2021 | $ 852,257 | 224,124 | 952 | 1,012 | (838,179) | 240,166 | |
Balance at beginning of period (in shares) at Mar. 31, 2021 | 368,574,673 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Comprehensive loss for the period | (7) | 1,034 | 1,027 | ||||
Balance at end of the period at Jun. 30, 2021 | $ 852,257 | 224,124 | 952 | 1,005 | (837,145) | 241,193 | |
Balance at end of period (in shares) at Jun. 30, 2021 | 368,574,673 | ||||||
Balance at beginning of period at Dec. 31, 2021 | $ 854,952 | 224,835 | 952 | 999 | (856,248) | $ 175 | 225,665 |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 374,082,759 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 81 | 81 | |||||
Issuance and vesting of restricted share units | $ 888 | 888 | |||||
Issuance and vesting of restricted share units (in shares) | 1,220,468 | ||||||
Shares reserved for contingent consideration | $ 257 | 257 | |||||
Comprehensive loss for the period | 1 | (11,629) | (5) | (11,633) | |||
Balance at end of the period at Mar. 31, 2022 | $ 856,097 | 224,916 | 952 | 1,000 | (867,877) | 170 | 215,258 |
Balance at end of period (in shares) at Mar. 31, 2022 | 375,303,227 | ||||||
Balance at beginning of period at Dec. 31, 2021 | $ 854,952 | 224,835 | 952 | 999 | (856,248) | 175 | 225,665 |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 374,082,759 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Comprehensive loss for the period | (18,690) | ||||||
Balance at end of the period at Jun. 30, 2022 | $ 856,866 | 224,934 | 952 | 997 | (874,928) | 167 | 208,988 |
Balance at end of period (in shares) at Jun. 30, 2022 | 375,776,275 | ||||||
Balance at beginning of period at Mar. 31, 2022 | $ 856,097 | 224,916 | 952 | 1,000 | (867,877) | 170 | 215,258 |
Balance at beginning of period (in shares) at Mar. 31, 2022 | 375,303,227 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 18 | 18 | |||||
Issuance and vesting of restricted share units | $ 508 | 508 | |||||
Issuance and vesting of restricted share units (in shares) | 473,048 | ||||||
Shares reserved for contingent consideration | $ 261 | 261 | |||||
Comprehensive loss for the period | (3) | (7,051) | (3) | (7,057) | |||
Balance at end of the period at Jun. 30, 2022 | $ 856,866 | $ 224,934 | $ 952 | $ 997 | $ (874,928) | $ 167 | $ 208,988 |
Balance at end of period (in shares) at Jun. 30, 2022 | 375,776,275 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (18,688) | $ (16,023) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized loss on investments | 94 | 758 |
Loss on termination of lease | 333 | |
Disposal expense and other | 9 | 94 |
Depreciation and amortization | 11,813 | 10,645 |
Amortization of operating lease right of use assets | 483 | 639 |
Change in allowance for doubtful accounts | (119) | 63 |
Non-cash interest income | (15) | (789) |
Deferred tax | (9,487) | 730 |
Share-based compensation | 2,012 | 1,557 |
Accretion of debt discount | 1,580 | 1,198 |
Change in fair value of financial instruments | (1,750) | 7,986 |
Loan receivable losses | 1,021 | |
Impairment loss and loss on disposal of assets | 7,366 | |
Non-cash interest expense | 2,195 | 1,695 |
Net change in working capital items: | ||
Trade receivables and others, net | 2,505 | 2,542 |
Inventories | 5,353 | (17,269) |
Prepaid expenses and other current assets | (693) | 381 |
Accounts payable and accrued liabilities | 452 | 7,332 |
Income tax payable | 1,052 | (192) |
Deferred revenue | (1,420) | 986 |
Net cash provided by operating activities | 3,763 | 2,666 |
Cash flows from investing activities: | ||
Purchases of property, plant, and equipment | (13,979) | (1,742) |
Proceeds from sale of property, plant and equipment | 3 | 29 |
Repayment of loan receivable, net of advances | (826) | 2,986 |
Net cash (used in) provided by investing activities | (14,802) | 1,273 |
Cash flows from financing activities: | ||
Payments on lease liability | (1,190) | (1,590) |
Repayments on notes payable | (67,623) | (400) |
Proceeds from notes payable | 107,583 | |
Proceeds from options and warrants exercised | 173 | |
Net cash provided by (used in) financing activities | 38,770 | (1,817) |
Effect of foreign exchange on cash and cash equivalents | (2) | 23 |
Net change in cash and cash equivalents and restricted cash | 27,729 | 2,145 |
Cash and cash equivalents and restricted cash, beginning of year | 6,952 | 8,859 |
Cash and cash equivalents and restricted cash, end of year | 34,681 | 11,004 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Increases to right of use assets related to Taunton financing transaction | 199 | |
Decreases to right of use assets related to Taunton financing transaction | 3,940 | |
Decreases to operating lease liability related to Taunton financing transaction | 4,454 | |
Decreases to property, plant, and equipment related to Taunton financing | 514 | |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 2,075 | 1,448 |
Cash paid for income taxes | $ 61 | $ 818 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2022 | |
Nature of Operations | |
Nature of Operations | 1. Nature of Operations TILT Holdings Inc. (“TILT” or the “Company”) is a business solutions provider to the global cannabis industry offering a diverse range of value-added products and services to industry participants. Through a portfolio of companies providing technology, hardware, cultivation and production, TILT services brands and cannabis retailers across 37 states in the United States (“U.S.”), as well as Canada, Israel, Mexico, South America, and the European Union (“EU”). TILT was incorporated under the laws of Nevada pursuant to NRS Chapter 78 on June 22, 2018. The Company was continued under the Business Corporations Act (British Columbia) (the “BCBCA”) pursuant to a Certificate of Continuance dated November 14, 2018. The Company is a reporting issuer in Canada in the Provinces of British Columbia, Alberta, and Ontario and its common shares (the “Common Shares”) are listed for trading on the NEO Exchange under the symbol “TILT.” In addition, the Common Shares are quoted on the OTCQX in the U.S. under the symbol “TLLTF.” The Company’s head office is in Phoenix, Arizona and its registered office address is located at 745 Thurlow Street, #2400 Vancouver, BC V6C 0C5 Canada. Liquidity The Company has experienced operating losses since its inception and expects to continue to incur losses in the development of its business. The Company incurred a comprehensive loss of $18,682 during the six months ended June 30, 2022 and has an accumulated deficit as of June 30, 2022, of $874,928. As of June 30, 2022, the Company had negative working capital of $16,512 (compared to positive working capital of $1,116 as of December 31, 2021). The negative working capital is related to the Company’s Senior Notes and Junior Notes becoming due within the next 12 months. On May 16, 2022, through its subsidiary Commonwealth Alternative Care, Inc. (“CAC”), the Company completed the previously announced acquisition of a facility in Taunton, MA (the “Taunton Facility”). Concurrent with the acquisition, CAC closed on the sale of the Taunton Facility (the “Massachusetts Sale” and, with the Taunton Purchase, the “Massachusetts Transaction”) to Innovative Industrial Properties, Inc. (“IIP”). The purchase price for the property in the Massachusetts Sale was $40,000. The all-cash net proceeds of the Massachusetts Transaction of $25,466 will be used by the Company to pay down the outstanding corporate debt (Refer to Note 11 – Note Payable and Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations for further details). In addition to the Massachusetts Transaction, the Company entered into a definitive purchase and sale agreement between TILT’s subsidiary, White Haven RE, LLC, and an affiliate of IIP, providing for the sale and leaseback of TILT’s cultivation and production facility in White Haven, PA (the “Pennsylvania Transaction”) in exchange for $15,000 cash (Refer to Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations for further details). The Company expects that the proceeds from the Massachusetts Transaction and Pennsylvania Transaction will be sufficient to completely address its debt maturities occurring in November 2022 and a portion of its April 2023 maturities and remains in discussions with senior and junior noteholders to finalize the future debt structure of the Company in order to achieve an improved capital structure with extended maturities. The Company’s liquidity will depend, in large part, on its success with these discussions and/or its ability to raise additional capital to address its remaining April 2023 debt maturities, generate positive cash flow, and minimize the anticipated net loss during the 12 months from the date of this filing, all of which are uncertain and outside the control of the Company. Based on the Company’s operating plans for the next 12 months which include (i) revenue growth from the sale of existing products and the introduction of new products across all operating segments, (ii) reducing production costs as a result of maturing efficiencies in cannabis operations, (iii) reducing supply chain costs, (iv) increasing cash inflows from the 2022 activation of a medical dispensary license, (v) increasing cash inflows from the monetization of COVID-19 Pandemic and Global Conflicts In March 2020, the World Health Organization categorized coronavirus disease 2019 (“COVID-19”) as a global pandemic. The Company continues to implement and evaluate actions to strengthen its financial position and support the continuity of its business and operations. The impact of the COVID-19 pandemic and geopolitical conflicts, including the recent war in Ukraine, have created much uncertainty in the global marketplace. There are many uncertainties regarding these events, and the Company is closely monitoring the ongoing impact on all aspects of its business, including how it will impact its services, customers, employees, vendors, and business partners now and in the future. While the pandemic and recent geopolitical conflicts did not materially adversely affect the Company’s financial results and business operations in the six months ended June 30, 2022, the Company is unable to predict the impact that these events will have on its future financial position and operating results due to numerous uncertainties. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with (i) United States generally accepted accounting principles ("U.S. GAAP") for interim financial information, and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of our management, our unaudited condensed consolidated financial statements and accompanying notes (the "Financial Statements") include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations are not necessarily indicative of results for the full year, or any other period. The Financial Statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) in our Form 10, as filed with the SEC and with the relevant Canadian securities regulatory authorities under its profile on SEDAR. Except as noted below, there have been no material changes to the Company's significant accounting policies and estimates during the six months ended June 30, 2022. Certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with U.S. GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data included in the unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the consolidated financial condition, results of operations, statements of stockholder’s equity, and cash flows of the Company for the periods ended June 30, 2022 and 2021. Operating results for the six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the current year ending December 31, 2022. Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, which includes Jupiter Research, LLC (“Jupiter”), JJ Blocker Co., and subsidiaries (collectively, “Blocker”), Baker Technologies, Inc., and subsidiaries (collectively, “Baker”), and the businesses acquired in 2021 described below. On March 15, 2021, TILT acquired all assets and assumed all liabilities of Standard Farms Ohio, LLC (“Standard Farms OH”), a medical cannabis provider focused on cultivation processing and CO2 extraction for the State of Ohio’s operating dispensaries. The acquisition of Standard Farms OH (the “Standard Farms OH Acquisition”) further expands the Company’s footprint into a new market, thus providing access to additional customers. Operations of the acquired business are included in the accompanying condensed consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for periods subsequent to the acquisition date. On August 24, 2021, TILT acquired 100% of the Class A membership interests in Standard Farms New York, LLC (“SFNY”) through its newly formed wholly owned subsidiary SFNY Holdings, Inc. The acquisition of SFNY allowed for the Company to enter into a joint venture with Conor Green Consulting, LLC (“Conor Green”), under the newly formed entity CGSF Group, LLC (“CGSF”) with SFNY holding a 75% interest in CGSF. The acquisition of membership interest in both SFNY and CGSF, through the Company’s subsidiary SFNY Holdings, Inc., expanded the Company’s presence into a new market as the joint venture was formed for the express purpose of creating a partnership with the Shinnecock Indian Nation (“Shinnecock” or the “Nation”) to establish vertical cannabis operations on their tribal territory on Long Island, New York. Operating results of the acquired entity are included in the accompanying condensed consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for periods subsequent to the acquisition date. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain amounts in the Company's prior period condensed consolidated financial statements have been reclassified to conform to the current period presentation. The Company is presenting certain security deposits of $273 in other assets in the condensed consolidated balance sheet as of December 31, 2021, which were previously included in prepaid expenses and other current assets. Use of Estimates The preparation of these condensed consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. Restricted Cash The Company had $28,198 and $2,731 in restricted cash as of June 30, 2022 and December 31, 2021, respectively. Included in restricted cash as of June 30, 2022 was $25,466 of cash held by an escrow agent in connection with the completion of the Taunton Facility transaction (as described in ). This cash was reserved to pay down outstanding corporate debt. Also included in restricted cash was $1,432 of interest reserves as of both June 30, 2022 and December 31, 2021, respectively. This cash is reserved for payment of interest on the Senior Notes (as described in Estimated Useful Lives and Depreciation of Property, Plant and Equipment Depreciation of property, plant and equipment is dependent upon estimates of useful lives which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets. Depreciation is provided on a straight-line basis over the following estimated useful lives: Machinery and equipment 3 – 10 years Furniture and fixtures 3 – 7 years Autos and trucks 5 years Buildings, leasehold and land improvements 5 – 40 years Greenhouse-agricultural structure 7 – 15 years Construction in progress Not depreciated Property not in service Not depreciated The assets’ residual values, useful lives and methods of depreciation are reviewed annually and adjusted prospectively, if appropriate. Leasehold and land improvements are amortized over the shorter of either useful life or term of the lease. Gains or losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and recognized in the consolidated statements of operations and comprehensive loss. Recently Adopted and Issued Accounting Pronouncements Recent accounting pronouncements, other than those below, issued by the Financial Accounting Standards Board (“FASB”), the Association of International Certified Professional Accountants and the SEC did not or are not believed by management to have a material effect on the Company’s present or future financial statements. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued an accounting standards update (“ASU”) 2020-06 Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) — Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Earnings per Share Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) — Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) : Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires that an entity (acquirer) recognize and measure contract assets and contract liabilities in accordance with Topic 606 (Revenue from Contracts with Customers) as if the entity had originated the contracts. ASU 2021-08 is effective for the Company beginning January 1, 2023. The Company will consider adopting this ASU and the effects of adoption on the Company’s consolidated financial statements when it next completes a business combination. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. 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. When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: ● Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). ● Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). Items Measured at Fair Value on a Recurring Basis Assets and liabilities measured at fair value on a recurring basis, including their levels in the fair value hierarchy are as follows: As of June 30, 2022 Fair value hierarchy Fair value of assets Level 1 Level 2 Level 3 Cash and cash equivalents $ 6,483 $ — $ — Restricted cash 28,198 — — Investments 8 — 6,596 Warrant liability — — 644 Total $ 34,689 $ — $ 7,240 As of December 31, 2021 Fair value hierarchy Fair value of assets Level 1 Level 2 Level 3 Cash and cash equivalents $ 4,221 $ — $ — Restricted cash 2,731 — — Investments 102 — 6,596 Warrant liability — — 2,394 Total $ 7,054 $ — $ 8,990 The following table summarizes the significant assumptions used in the determining the fair value of the warrant liability as of June 30, 2022: Exercise price $0.26 - $0.30 Risk free interest rate 1.06% Expected Share Price Volatility 67% - 69% Expected Life of Warrant (years) 0.58 - 0.83 During the three months ended June 30, 2022 and 2021, the Company recorded a gain of $3,913 and $5,930, respectively, on the change in fair value of the warrant liability. During the six months ended June 30, 2022 and 2021, the Company recorded a gain of $1,750 and a loss of $7,986, respectively, on the change in fair value of the warrant liability. These gains and losses are included in other income (expense) in the condensed consolidated statements of operations and comprehensive loss. The carrying amount of the Company’s term loan approximates its fair value based upon market interest rates available to the Company for debt of similar risk and maturities, a Level 2 input. See Note 11 — Notes Payable for additional information. Additionally, the carrying amount of the Company’s loans receivable, net of related current expected credit losses, approximates their fair values. See Note 9 — Loans Receivable for additional information. The carrying amounts of all financial assets and liabilities, other than notes payable and loans receivables, approximate their fair values. There were no transfers between the levels of fair value hierarchy during the three and six months ended June 30, 2022 and 2021. Items Measured at Fair Value on a Non-Recurring Basis Goodwill As a result of missed forecasts for Jupiter, the Company conducted additional testing of its goodwill related to Jupiter as of June 30, 2022. After this review, the Company determined that the carrying amount of the Jupiter reporting unit exceeded its estimated recoverable amount and recorded a $6,668 goodwill impairment charge for the six months ended June 30, 2022. The following table summarizes the goodwill activity for the six months ended June 30, 2022: Balance, January 1, 2022 $ 70,545 Jupiter impairment (6,668) Balance, June 30, 2022 $ 63,877 See Note 8 — Goodwill for additional information. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2022 | |
Inventory | |
Inventory | 4. Inventory The Company’s inventory consisted of the following: June 30, December 31, 2022 2021 Raw Material - cannabis plants $ 2,436 $ 3,206 Raw Material - other materials 873 1,116 Work in progress 9,437 6,327 Finished goods 35,310 43,776 Supplies and accessories 2,174 1,158 Total Inventory $ 50,230 $ 55,583 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 5. Property, Plant and Equipment The property, plant and equipment consisted of the following: June 30, 2022 December 31, 2021 Land $ 6,434 $ 169 Land improvements 461 460 Machinery & equipment 12,583 12,450 Furniture & fixtures 788 788 Buildings 51,962 6,845 Greenhouse - Agricultural structure 8,196 8,195 Leasehold improvements 7,870 46,587 Construction in progress 3,112 3,391 Autos & trucks 256 214 Total cost 91,662 79,099 Less: accumulated depreciation (20,496) (16,739) Total property, plant and equipment $ 71,166 $ 62,360 During the three months ended June 30, 2022 and 2021, the Company recognized depreciation expense of $1,994 and $1,472, respectively. For the six months ended June 30, 2022 and 2021, the Company recognized depreciation expense of $3,946 and $2,875, respectively. Depreciation expense is included in cost of goods sold and depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss. During the three months ended June 30, 2021, the Company recorded a gain on disposal of assets of $8. During the six months ended June 30, 2022 the Company recorded a gain on disposal of asset of $1. During the six months ended June 30, 2021, the Company recorded a loss on disposal of assets of $59. These gains and losses are included in gains (losses) on sale of assets in the condensed consolidated statements of operations and comprehensive loss. In connection with management’s ongoing multi-phase plans to produce high-quality flowers, during the six months ended June 30, 2022, the Company replaced existing lights with new market-standard LED lights. As a result, the Company recorded a loss on disposal in the amount of $697, which represented the carrying value of existing lights. This loss is included in impairment loss and loss on disposal of assets in the condensed consolidated statements of operations and comprehensive loss. On May 16, 2022, the Company purchased a facility located in Taunton, MA (the “Taunton Facility”) as described in Note 12 — |
Investments
Investments | 6 Months Ended |
Jun. 30, 2022 | |
Investments | |
Investments | 6. Investments The Company’s investments included the following: Investment June 30, 2022 December 31, 2021 Investment in HERBL, Inc. $ 6,400 $ 6,400 Investment in Big Toe Ventures LLC 196 196 Investment in Akerna Corp. 8 102 Total Investments $ 6,604 $ 6,698 The Company recorded the investments in HERBL, Inc. and Big Toe Ventures LLC in accordance with a measurement alternative due to the lack of readily determinable fair values. The measurement alternative allows the Company to record the investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. The Company has not applied impairment or price adjustments to the original cost through June 30, 2022. During the three months ended June 30, 2022 and 2021 the Company recorded an unrealized loss on investment of $49 and $53, respectively, from the investment in Akerna Corp. (“Akerna”). For the six months ended June 30, 2022 and 2021 the Company recorded an unrealized loss on investment of $94 and $758, respectively. This loss is included in unrealized loss on investment in the condensed consolidated statements of operations and comprehensive loss. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets | |
Intangible Assets | 7. Intangible Assets Intangible asset balances consisted of the following: Intangible assets June 30, 2022 December 31, 2021 Customer relationships $ 85,300 $ 85,300 Trademarks 29,000 29,000 License rights (1) 17,891 17,890 Management agreements 926 926 Patents & technologies 32,900 32,900 Backlog and non-competition agreements 10,406 10,406 Total intangible assets, at cost 176,423 176,422 Less: Accumulated amortization (55,005) (47,652) Total intangible assets, net $ 121,418 $ 128,770 _____________ (1) License rights include indefinite-lived intangible assets, which pertain to licenses for cultivation and processing, are not subject to amortization and are tested annually for impairment. Refer to Note 2 — Summary of Significant Accounting Policies of the Company’s audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2021 and 2020 filed with the Form 10 for further information pertaining to the Company’s accounting policies for its intangible assets. Amortization expense for the three months ended June 30, 2022 and 2021, was $3,677 and $3,651, respectively. Amortization expense for the six months ended June 30, 2022 and 2021, was $7,353 and $7,303, respectively. This amortization expense is included in depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss. The following table outlines the estimated future annual amortization expense related to intangible assets as of June 30, 2022: Estimated Years ended December 31, amortization Remainder of 2022 $ 7,172 2023 13,056 2024 13,056 2025 13,056 2026 12,899 Thereafter 44,268 $ 103,507 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill | |
Goodwill | 8. Goodwill For the purposes of impairment testing, goodwill is allocated to the Company’s reporting units as follows: Standard Standard Jupiter Farms Farms OH Total Balance, December 31, 2021 $ 63,346 $ 5,819 $ 1,380 $ 70,545 Impairment (6,668) - — (6,668) Balance, June 30, 2022 $ 56,678 $ 5,819 $ 1,380 $ 63,877 During the six months ended June 30, 2022, the Company conducted additional testing of its goodwill related to Jupiter by assessing if the carrying value for the Jupiter reporting unit exceeds its fair value. The recoverable amount for Jupiter was based on fair value, using an income approach. Where applicable, the Company uses its comparative market multiples to corroborate discounted cash flow results. The fair value measurement was categorized as a Level 3 based on inputs in the valuation technique used. The key assumptions used in the calculation of the fair value of each reporting unit include management’s projections of future cash flows for a five-year period, as well as a terminal value, growth rate and discount rate based on the estimated weighted average cost of capital, that incorporates the risks specific to the reporting units. The following table details the key assumptions used in determining the recoverable amount as of June 30, 2022: Jupiter Balance, June 30, 2022 Terminal value growth rate 3.0% Discount rate 22.5% Projected revenue growth rate* 9.9% Fair value $ 166,957 *Projected revenue growth rate averaged over the next ten years Based on the test results for Jupiter, the carrying amount of the reporting unit exceeded its estimated recoverable amount by $6,668 as of June 30, 2022. Consequently, an impairment loss was recorded for goodwill. |
Loans Receivable
Loans Receivable | 6 Months Ended |
Jun. 30, 2022 | |
Loans Receivable | |
Loans Receivable | 9. Loans Receivable A breakdown of the loans receivable terms and balances are as follows: Loans receivable June 30, 2022 December 31, 2021 Teneo Fund SPVi LLC note – Interest rate of 18.0% per annum, due on June 1, 2023 $ 5,911 $ 5,911 Pharma EU, LLC note - Interest rate of 12.0%, due December 31, 2020 1,410 1,410 A&R note - No interest rate, due December 31, 2022 710 714 SSZ and Elev8 note - Interest rate of 8.0% per annum, due on October 8, 2030 1,002 1,002 Pure Hana Synergy note - Interest rate of 10.0% per annum, due August 1, 2022 224 224 Little Beach Harvest note - Interest rate of 9.0% per annum, due August 24, 2036 1,268 423 Total loans receivable $ 10,525 $ 9,684 Less allowance for expected credit losses (6,580) (5,559) Loans receivable, net of expected credit losses 3,945 4,125 Less current portion of loan receivable (2,444) (2,453) Loans receivable, long-term $ 1,501 $ 1,672 At each reporting date, the Company assesses whether loans receivables are credit impaired by applying the guidance in Accounting Standards Codification (“ASC) 326. A financial asset is considered credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Credit impairment is based on observable data such as significant financial difficulty of the debtor and a breach of contract such as a default or being past due. During the six months ended June 30, 2022, the Company recorded an additional $1,021 of allowance for expected credit losses due to revised collectability estimates. Current expected credit losses (“CECLs”) are measured by the Company on a probability-weighted basis based on historical experience with losses and forward-looking information, which includes considerations of ongoing legal and regulatory developments in the industry. Loss given default parameters utilized by the Company in estimating CECL generally reflect the assumed recovery rate from underlying collateral, with adjustments for time value of money and estimated costs for obtaining and selling the collateral. Given the repayment profile and underlying terms of such loans, CECLs are generally estimated over the contractual term of the loan. The following tables present an analysis of the credit quality of loans receivable, together with impairment losses recognized based on lifetime CECLs: As of June 30, 2022 Nature of collateral Gross amounts Loan losses Net Security interest in assets of counterparty $ 8,891 $ (5,511) $ 3,380 Third party guarantee 1,410 (882) 528 No collateral 224 (187) 37 Net loans receivable $ 10,525 $ (6,580) $ 3,945 As of December 31, 2021 Nature of collateral Gross amounts Loan losses Net Security interest in assets of counterparty $ 8,050 $ (4,556) $ 3,494 Third party guarantee 1,410 (882) 528 No collateral 224 (121) 103 Net loans receivable $ 9,684 $ (5,559) $ 4,125 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Accounts payable and accrued liabilities | |
Accounts payable and accrued liabilities | 10. Accounts payable and accrued liabilities Accounts payable and accrued liabilities consisted of the following: Accounts payable and accrued liabilities June 30, 2022 December 31, 2021 Accounts payable $ 40,246 $ 37,777 Accrued interest expense 2,890 2,752 Accrued payroll 2,896 2,951 Other current payables/liabilities 3,898 6,002 Total accounts payable and accrued liabilities $ 49,930 $ 49,482 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Notes Payable | |
Notes Payable | 11. Notes Payable Notes payable and debt issuance costs are as follows: Notes Payable June 30, 2022 December 31, 2021 Taunton Financing Liability– Interest rate of 12.8% per annum, due on May 15, 2042 $ 39,681 $ — Asset-based Revolving Facility – Interest rate of 8.25% as of June 30, 2022, due on July 21, 2023 9,908 9,575 Senior Notes – Interest rate of 8.0% per annum, due on November 4, 2022 35,700 33,830 Junior Notes – Interest rate of 8.0% per annum, due on April 1, 2023 44,691 43,697 Other loans and borrowings 350 350 Total debt 130,330 87,452 Less: Debt issuance costs (221) (839) Total debt, net $ 130,109 $ 86,613 _____________ (1) The Asset-based Revolving Facility initially matures on July 21, 2023 and automatically renews for successive one-year terms unless terminated by the Company or the lender. Taunton Financing Liability During the six months ended June 30, 2022, in connection with the Taunton Facility transactions (as defined in Note 12 — Leases), the Company entered into a $40,000 financing liability (the “Taunton Financing Liability”). The Taunton Financing Liability bears interest at 12.8% and matures on May 15, 2042, with two five-year extension options. Future maturities of all notes payable as of June 30, 2022 are as follows: Year ended December 31, Amount Remainder of 2022 $ 43,990 2023 46,088 2024 and thereafter 40,031 Total $ 130,109 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
Leases | 12. Leases The following table provides the components of lease cost recognized in the condensed consolidated statements of operations and comprehensive income: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Operating lease cost $ 203 $ 270 $ 483 $ 541 Finance lease cost: Amortization of lease assets 257 233 514 466 Interest on lease liabilities 117 119 239 242 Finance lease costs 374 352 753 708 Total lease cost $ 577 $ 622 $ 1,236 $ 1,249 The following table provides the weighted average discount rates and weighted average remaining lease terms for the Company’s leases: June 30, 2022 December 31, 2021 Weighted average discount rate 8.0% 8.0% Weighted average remaining lease term 5.49 years 5.98 years The maturity of the contractual undiscounted lease liabilities as of June 30, 2022 is as follows: Year ended December 31, Finance Operating Remainder of 2022 $ 715 $ 97 2023 1,452 196 2024 1,489 183 2025 1,212 168 2026 926 173 Thereafter 1,295 317 Total undiscounted lease liabilities 7,089 1,134 Interest on lease liabilities (1,275) (234) Total present value of minimum lease payments 5,814 900 Lease liability - current portion (1,016) (130) Lease liability $ 4,798 $ 770 On May 16, 2022, the Company, through its subsidiary Commonwealth Alternative Care, Inc. (“CAC”), completed the acquisition of the Taunton Facility for $13,047 cash consideration pursuant to a purchase option included in the Company’s lease with the previous owner of the Taunton Facility. Concurrently with the acquisition, CAC sold the Taunton Facility to Innovative Industrial Properties, Inc. (“IIP”) for $40,000 cash consideration and entered into a long-term lease for the Taunton Facility with a term of 20 years, with two 5-year The early lease termination and acquisition of the Taunton Facility resulted in derecognizing an ROU asset balance of $3,940, and lease liability balance of $4,454; and recognizing land and building balances of $6,276 and $6,278, respectively. The transaction with IIP was accounted for as a failed sale and leaseback transaction, where the Company retained the Taunton Facility balances included in property, plant, and equipment, and recognized a note payable of $40,000, see Note 11 – Notes Payable for the note payable terms. Of the cash proceeds from IIP used to pay the Taunton Facility purchase price, $25,466 was remitted to an escrow account as a compensating balance to the note payable and the remaining proceeds were used to pay transaction expenses. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | 13. Shareholders’ Equity LP Units of JJ LP The limited partnership units (“LP Units”) of Jimmy Jang, L.P. (“JJ LP”), a subsidiary of TILT, are exchangeable for one Common Share at any time per request of the owner of the LP Units and are not saleable or transferable without the Company’s authorization. During the three and six months ended June 30, 2022 and 2021, there were no LP Units of JJ LP converted to Common Shares. As of June 30, 2022 and December 31, 2021, 43,821,379 LP Units of JJ LP were issued and outstanding, respectively. Warrants The Company did not issue any warrants during the three and six months ended June 30, 2022 and 2021. The following table summarizes the warrants that remain outstanding as of June 30, 2022: Exercise Number of Security issued price (CAD$) warrants Expiration date Warrants issued as part of debt offering 0.33 45,249,520 November 1, 2022 Warrants issued as part of debt offering 0.39 18,360,000 November 20, 2022 Consultant warrants 0.53 750,000 November 22, 2022 Consultant warrants 0.33 500,000 January 28, 2023 Founders separation warrants 1.05 9,045,691 September 30, 2024 73,905,211 A rollforward of warrant activity for the six months ended June 30, 2022 is as follows: Weighted- Number of average Warrants warrants exercise price Balance as of January 1, 2022 73,905,211 CAD$ 0.44 Exercised — — Balance as of June 30, 2022 73,905,211 CAD$ 0.44 Share-based Compensation Under the Amended and Restated 2018 Stock and Incentive Plan (the “Plan”), the Company has reserved 60,000,000 Common Shares to be issued as awards to employees, management, directors and consultants of the Company, as designated by the Company’s board of directors (the “Board”) or a committee of the Board. “Award” is defined in the Plan to include options, stock appreciation rights, restricted stocks, restricted stock units, performance stock units, dividend equivalents and stock-based awards. Restricted Stock Units (“RSUs”) A summary of the status of the RSUs outstanding is as follows: Number of Weighted Average RSUs RSUs Grant Date Fair Value Unvested as of January 1, 2022 3,627,081 $ 0.37 Issued 40 0.23 Forfeited (214,993) 0.35 Vested (993,476) 0.33 Unvested as of June 30, 2022 2,418,652 $ 0.39 The Company did not issue any RSUs for the three and six months ended June 30, 2021. During the three months ended June 30, 2022 and 2021, the Company recorded $163 and $195 of net share-based compensation relating to RSUs, respectively. During the six months ended June 30, 2022 and 2021, the Company recorded $425 and $451 of net share-based compensation relating to RSUs, respectively. The Company recorded additional share-based compensation expense of $260 and $0 for the three months ended June 30, 2022 and 2021, respectively, and $518 and $0 for the six months ended June 30, 2022 and 2021, respectively, relating to the contingent consideration for milestone payments relating to projects of its joint venture in CGSF. Share Options A summary of the status of the share options outstanding is as follows: Share options Weighted- Weighted-average common average remaining contractual Share options shares exercise price life (yrs) Balance as of January 1, 2022 16,573,380 US$ 0.63 5.39 Forfeited (4,368,802) US$ 0.90 — Balance as of June 30, 2022 12,204,578 US$ 0.56 6.05 For the three months ended June 30, 2022 and 2021, the Company recorded $18 and $480, respectively, of net share-based compensation related to these options. For the six months ended June 30, 2022 and 2021, the Company recorded $98 and $1,106, respectively, of net share-based compensation related to these options. The following table summarizes the share options that remain outstanding as of June 30, 2022: Number of Exercise Options Security issuable share options price Expiration date exercisable Legacy employees 190,000 US$ 1.58-1.58 June 28, 2028 190,000 2020 employee grant 7,931,980 US$ 0.30-0.48 July 28, 2028 - December 1, 2030 4,775,139 Other employee grants 4,082,598 US$ 0.41-3.96 July 28, 2022 - November 21, 2029 4,082,598 Total 12,204,578 9,047,737 Performance Stock Units (“PSUs”) A summary of the status of the PSUs outstanding is as follows: Number of Weighted Average Performance Stock Units PSUs Grant Date Fair Value Unvested as of January 1, 2022 11,804,498 $ 0.31 Issued — — Forfeited (151,368) 0.20 Vested (700,000) 0.51 Unvested as of June 30, 2022 10,953,130 $ 0.29 The Company did not grant PSUs for the three and six months ended June 30, 2022 and 2021, respectively. During the three months ended June 30, 2022 and 2021, the Company recorded $345 and $0 of net share-based compensation relating to PSUs, respectively. During the six months ended June 30, 2022 and 2021, the Company recorded $971 and $0 of net share-based compensation relating to PSUs, respectively. A summary of the PSU awards granted containing market conditions is as follows: PSU Grant Dates Close Price on Grant Date Expiration Date Outstanding (#) June 18, 2021 $ 0.4941 December 31, 2024 7,487,351 September 30, 2021 $ 0.3875 December 31, 2024 2,367,772 December 19, 2021 $ 0.2263 December 31, 2024 549,375 Total 10,404,498 |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Loss Per Share | |
Loss Per Share | 14. Loss Per Share The following is a calculation of basic and diluted loss per share for the three and six months ended June 30, 2022 and 2021: Loss per share Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net income (loss) attributable to TILT $ (7,051) $ 1,034 $ (18,680) $ (16,023) Weighted-average number of shares and units outstanding - basic 375,538,599 363,622,232 375,075,478 361,637,509 Weighted-average number of shares and units outstanding - diluted N/A 461,116,729 N/A N/A Income (loss) per share - basic $ (0.02) $ 0.00 $ (0.05) $ (0.04) Income (loss) per share - diluted $ - $ 0.00 $ - $ - Diluted loss per share for the three and six months ended June 30, 2022 and the six months ended June 30, 2021 is the same as basic loss per share as the issuance of shares on exercise of warrants and share options is anti-dilutive. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Taxes | |
Income Taxes | 15. Income Taxes The following table summarizes the Company’s income tax expense and effective tax rates: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Income (loss) before income taxes $ (13,952) $ 1,930 $ (26,918) $ (15,149) Income tax benefit (expense) 6,898 (896) 8,230 (874) Effective tax rate 49% 46% 31% 6% The Company is treated as a U.S. corporation under Section 7874 of the IRC and is expected to be subject to U.S. federal, state and local income tax. However, the Company is expected, regardless of any application of Section 7874 of the U.S. tax code, to be treated as a Canadian resident Company for Canadian income tax purposes. Due to the organizational structure and multinational operations, the Company is subject to taxation in U.S. federal, state and local and Canadian jurisdictions. As the Company operates in the cannabis industry, it is subject to the limitations of IRC Section 280E. This results in permanent differences for ordinary and necessary business expenses deemed non-allowable under IRC Section 280E for income tax purposes. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss. The Company’s U.S. income tax attributes are potentially subject to annual limitations resulting from equity shifts that constitute an ownership change as defined by IRC Section 382. Any potential annual limitations resulting from an equity shift that constitutes an ownership change under IRC Section 382 could result in additional limitation of the realization of U.S. federal, state and local income tax attributes. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | 16. Related Party Transactions The Company has a payable of $26,105 and $25,519 as of June 30, 2022 and December 31, 2021, respectively, to the Company’s former Chief Executive Officer for his portion of the amounts payable in connection with the Jupiter acquisition. Of this amount, $22,122 and $21,263 is included in notes payable and $3,982 and $3,895 is included in accounts payable and accrued liabilities in the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021, respectively. The payable is due on April 1, 2023, with $22,122 of the total payable bearing interest at 8.0% and $3,982 of the payable bearing interest at 10.0%. The Company has a payable to a current member of the Board of $1,747 and $1,670 as of June 30, 2022 and December 31, 2021, respectively. The payable bears interest at 8.0%, is due on November 4, 2022, and is included in notes payable in the condensed consolidated balance sheets. The Company also has a payable of $1,080 and $1,032 as of June 30, 2022 and December 31, 2021, respectively, that is payable to a company partially owned and managed by a current member of the Board. The payable bears interest at 8.0%, is due on November 4, 2022, and is included in notes payable in the condensed consolidated balance sheets. In relation to its joint venture in SFNY, the Company has a payable of $350 due to Conor Green as of June 30, 2022. No amount was due to SFNY as of December 31, 2021. The payable does not bear interest, has no defined due date, and is included in notes payable in the condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 17. Commitments and Contingencies Guarantees One of the Company’s subsidiaries is a guarantor to a lease agreement of a Massachusetts dispensary to which the Company has also extended the Teneo Fund SPVi LLC note, as discussed in Note 9 — Loans Receivable. The Company may be liable for the future minimum rental payments under this lease if the dispensary defaults as follows: Year ended December 31, Amount Remainder of 2022 $ 217 2023 450 2024 463 2025 477 2026 492 2027 and thereafter 1,028 Total $ 3,127 Litigation The Company has been named as a defendant in several legal actions and is subject to various risks and contingencies arising in the normal course of business. Management is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position. On July 14, 2020, the Company was served with a claim filed in the Ontario Superior Court of Justice against it and certain of its former directors and officers. The plaintiff claimed and sought to claim on behalf of a proposed class, an unspecified amount of damages for alleged misrepresentations made by the defendants about the Company’s business in its public disclosure during the proposed class period of October 12, 2018 to May 1, 2019. Prior to any hearings in the matter, the parties reached a settlement of the proposed class action. The settlement was approved by the Ontario Superior Court of Justice, on behalf of a defined certified class of investors, by Order dated November 29, 2021. The plan for the distribution of the settlement funds is ongoing. In September 2020, the Company entered into a partial settlement agreement and release with O’Melveny & Myers LLP (“OMM”) in respect of a previously disclosed arbitration instituted by OMM. Pursuant to initial arbitration documents, OMM claimed that the Company had failed to pay approximately $3,100 in fees, of which an amount in excess of $100 was specifically attributable to certain Baker matters. Pursuant to the settlement agreement and release, the Company agreed to pay $100 in full and final settlement of the invoices outstanding for services rendered and costs incurred in the legal representation by OMM of those specific Baker matters, but not of the invoices concerning OMM’s other representation of the Company. On March 19, 2020, OMM filed suit against the Company concerning its claims against the Company in the Supreme Court of British Columbia, and on August 10, 2020, the Company filed suit against OMM in San Francisco Superior Court, asserting its own claims against OMM and an OMM partner, and also concerning the alleged fees and costs still claimed by OMM. After OMM’s British Columbia action was stayed on the ground of inconvenient forum, OMM answered the Company’s complaint and asserted cross-claims to recover the alleged fees and costs of its representation of the Company. At a mediation held on June 24, 2022, the parties agreed on a settlement which is currently in the process of being documented. The amount reserved for settlement is included in accounts payable and accrued liabilities in the condensed consolidated balance sheets. On February 2, 2021, the Haze Corp., Nevada (“Haze NV”) filed a complaint in Clark County, Nevada’s Eighth Judicial District Court against Brand Canna Growth Partners, Inc. (“BCGP”), Michael Orr, Santé Veritas Holdings, Inc. (“SVH”) and Santé Veritas Therapeutics Inc. (“SVT”). As explained below, Haze NV later amended its complaint to name a second plaintiff, the Haze Corp., Ontario (“Haze Ontario,” and together with Haze NV, the “Plaintiffs”). SVH and SVT are wholly owned subsidiaries of the Company. In the operative complaint, Plaintiffs allege that Haze Ontario entered into a Finders’ Fee Agreement with BCGP in 2017 and under that agreement Haze Ontario is owed payments for acquisitions that it facilitated. Plaintiffs further allege that Haze Ontario assigned its rights to payment under the Finder’s Fee Agreement to Haze NV. Plaintiffs allege that BCGP is influenced and governed by SVH and SVT because they had the same principal, defendant Michael Orr, and SVH and SVT are liable for BCGP’s or Orr’s obligations under the Finders’ Fee Agreement. SVT and SVH moved for dismissal. On May 13, 2021, the court granted the motion without prejudice. On May 17, 2021, Haze NV moved for leave to amend its complaint, adding Haze Ontario as a plaintiff and again naming SVT and SVH as defendants. That motion to amend was granted by the court on June 29, 2021. SVT and SVH again moved to dismiss on July 23, 2021. On August 10, 2021, Plaintiffs again moved to amend, seeking to add TILT Holdings Inc. and TILT Holdings US, Inc. as defendants. On October 7, 2021, the motions to dismiss were denied without prejudice and the court ordered the parties to participate in limited jurisdictional discovery before entertaining renewed motions to dismiss. The parties are now participating in the court-ordered limited jurisdictional discovery period, which began on May 1, 2022. This limited discovery period is currently set to close at the end of October 2022. On November 13, 2020, VPR Brands, LP (“VPR”) filed a lawsuit against Jupiter in the United States District Court in the District of Arizona. VPR claims infringement of several claims in United States Patent Number 8,205,622. This lawsuit is presently in the discovery phase. Jupiter, through its counsel, has analyzed the claims and is vigorously defending the lawsuit. Jupiter has also filed an Inter Partes Review (“IPR”) as AIA Review No.:IPR2022-00299 on December 20, 2021 alleging that the patent claims involved in the suit are invalid. A request was also filed by Jupiter to suspend the lawsuit while the IPR is being considered as it may invalidate the relevant patent claims and preclude any need to continue the suit. |
Reportable Segments and Revenue
Reportable Segments and Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Reportable Segments and Revenue | |
Reportable Segments and Revenue | 18. Reportable Segments and Revenue The Company operates in four reportable segments: cannabis segment (SVH, Standard Farms, LLC (“Standard Farms PA”), Standard Farms OH and Baker), accessories (Jupiter), corporate, and other (White Haven, SFNY, and CGSF). The cannabis segment includes production, cultivation, extraction and sale of cannabis products and accessories includes the manufacturing and distribution of electronic, non-nicotine (i.e., cannabis) devices and systems. The corporate segment represents all corporate level and unallocated items and includes the Company’s operating expenses and intercompany eliminations. Information related to each segment is set out below. Segment net loss is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industries. The following tables present the operating results of the Company’s segments: For the three months ended June 30, 2022 Cannabis Accessories Corporate Other Total Revenue $ 12,223 $ 35,084 $ — $ — $ 47,307 Inter-segment revenue — (252) — — (252) Net revenue $ 12,223 $ 34,832 $ — $ — $ 47,055 Share-based compensation — — 525 261 786 Depreciation and amortization 647 3,709 13 191 4,560 Wages and benefits 1,719 1,252 3,364 — 6,335 Impairment loss — 6,669 — — 6,669 Interest expense 601 602 2,593 — 3,796 Loan receivable losses — — 504 — 504 Net income (loss) (1,940) (11,048) 6,103 (169) (7,054) For the three months ended June 30, 2021 Cannabis Accessories Corporate Other Total Revenue $ 10,005 $ 38,841 $ — $ — $ 48,846 Inter-segment revenue — (377) — — (377) Net revenue $ 10,005 $ 38,464 $ — $ — $ 48,469 Share-based compensation — — 675 — 675 Depreciation and amortization 541 3,676 17 166 4,400 Wages and benefits 747 1,233 2,569 — 4,549 Impairment loss — — — — — Interest expense 57 41 2,222 — 2,320 Loan losses — — — — — Net loss 440 (1,619) 2,242 (29) 1,034 For the six months ended June 30, 2022 Cannabis Accessories Corporate Other Total Revenue $ 23,482 $ 66,708 $ — $ — $ 90,190 Inter-segment revenue — (783) — — (783) Net revenue $ 23,482 $ 65,925 $ — $ — $ 89,407 Share-based compensation — — 1,494 518 2,012 Depreciation and amortization 1,295 7,409 27 387 9,118 Wages and benefits 3,251 2,420 5,832 — 11,503 Impairment loss 697 6,669 — — 7,366 Interest expense 688 840 5,049 — 6,577 Loan losses — — 1,021 — 1,021 Net loss (3,161) (15,749) 723 (501) (18,688) For the six months ended June 30, 2021 Cannabis Accessories Corporate Other Total Revenue $ 21,739 $ 74,142 $ — $ — $ 95,881 Inter-segment revenue — (595) — — (595) Net revenue $ 21,739 $ 73,547 $ — $ — $ 95,286 Share-based compensation — — 1,557 — 1,557 Depreciation and amortization 1,101 7,343 67 321 8,832 Wages and benefits 1,561 2,413 4,658 — 8,632 Interest expense 451 84 4,240 — 4,775 Net income (loss) 2,423 (3,182) (15,205) (59) (16,023) Geographic Areas The following table presents financial information relating to geographic areas in which the Company operated for the three and six months ended June 30, 2022 and 2021, respectively: For the three months ended June 30, 2022 US Canada Other Total Revenue $ 43,370 $ 3,585 $ 100 $ 47,055 Gross profit 9,963 940 42 10,945 For the three months ended June 30, 2021 US Canada Other Total Revenue $ 45,315 $ 3,087 $ 67 $ 48,469 Gross profit 11,390 1,471 28 12,889 For the six months ended June 30, 2022 US Canada Other Total Revenue $ 83,277 $ 5,880 $ 250 $ 89,407 Gross profit 18,590 1,609 99 20,298 For the six months ended June 30, 2021 US Canada Other Total Revenue $ 89,811 $ 5,326 $ 149 $ 95,286 Gross profit 24,641 1,731 62 26,434 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with (i) United States generally accepted accounting principles ("U.S. GAAP") for interim financial information, and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of our management, our unaudited condensed consolidated financial statements and accompanying notes (the "Financial Statements") include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations are not necessarily indicative of results for the full year, or any other period. The Financial Statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) in our Form 10, as filed with the SEC and with the relevant Canadian securities regulatory authorities under its profile on SEDAR. Except as noted below, there have been no material changes to the Company's significant accounting policies and estimates during the six months ended June 30, 2022. Certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with U.S. GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data included in the unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the consolidated financial condition, results of operations, statements of stockholder’s equity, and cash flows of the Company for the periods ended June 30, 2022 and 2021. Operating results for the six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the current year ending December 31, 2022. |
Principles of consolidation | Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, which includes Jupiter Research, LLC (“Jupiter”), JJ Blocker Co., and subsidiaries (collectively, “Blocker”), Baker Technologies, Inc., and subsidiaries (collectively, “Baker”), and the businesses acquired in 2021 described below. On March 15, 2021, TILT acquired all assets and assumed all liabilities of Standard Farms Ohio, LLC (“Standard Farms OH”), a medical cannabis provider focused on cultivation processing and CO2 extraction for the State of Ohio’s operating dispensaries. The acquisition of Standard Farms OH (the “Standard Farms OH Acquisition”) further expands the Company’s footprint into a new market, thus providing access to additional customers. Operations of the acquired business are included in the accompanying condensed consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for periods subsequent to the acquisition date. On August 24, 2021, TILT acquired 100% of the Class A membership interests in Standard Farms New York, LLC (“SFNY”) through its newly formed wholly owned subsidiary SFNY Holdings, Inc. The acquisition of SFNY allowed for the Company to enter into a joint venture with Conor Green Consulting, LLC (“Conor Green”), under the newly formed entity CGSF Group, LLC (“CGSF”) with SFNY holding a 75% interest in CGSF. The acquisition of membership interest in both SFNY and CGSF, through the Company’s subsidiary SFNY Holdings, Inc., expanded the Company’s presence into a new market as the joint venture was formed for the express purpose of creating a partnership with the Shinnecock Indian Nation (“Shinnecock” or the “Nation”) to establish vertical cannabis operations on their tribal territory on Long Island, New York. Operating results of the acquired entity are included in the accompanying condensed consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for periods subsequent to the acquisition date. All intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain amounts in the Company's prior period condensed consolidated financial statements have been reclassified to conform to the current period presentation. The Company is presenting certain security deposits of $273 in other assets in the condensed consolidated balance sheet as of December 31, 2021, which were previously included in prepaid expenses and other current assets. |
Use of estimates | Use of Estimates The preparation of these condensed consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. |
Restricted Cash | Restricted Cash The Company had $28,198 and $2,731 in restricted cash as of June 30, 2022 and December 31, 2021, respectively. Included in restricted cash as of June 30, 2022 was $25,466 of cash held by an escrow agent in connection with the completion of the Taunton Facility transaction (as described in ). This cash was reserved to pay down outstanding corporate debt. Also included in restricted cash was $1,432 of interest reserves as of both June 30, 2022 and December 31, 2021, respectively. This cash is reserved for payment of interest on the Senior Notes (as described in |
Estimated Useful Lives and Depreciation of Property, Plant and Equipment | Estimated Useful Lives and Depreciation of Property, Plant and Equipment Depreciation of property, plant and equipment is dependent upon estimates of useful lives which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets. Depreciation is provided on a straight-line basis over the following estimated useful lives: Machinery and equipment 3 – 10 years Furniture and fixtures 3 – 7 years Autos and trucks 5 years Buildings, leasehold and land improvements 5 – 40 years Greenhouse-agricultural structure 7 – 15 years Construction in progress Not depreciated Property not in service Not depreciated The assets’ residual values, useful lives and methods of depreciation are reviewed annually and adjusted prospectively, if appropriate. Leasehold and land improvements are amortized over the shorter of either useful life or term of the lease. Gains or losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and recognized in the consolidated statements of operations and comprehensive loss. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted and Issued Accounting Pronouncements Recent accounting pronouncements, other than those below, issued by the Financial Accounting Standards Board (“FASB”), the Association of International Certified Professional Accountants and the SEC did not or are not believed by management to have a material effect on the Company’s present or future financial statements. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued an accounting standards update (“ASU”) 2020-06 Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) — Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Earnings per Share Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) — Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) : Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires that an entity (acquirer) recognize and measure contract assets and contract liabilities in accordance with Topic 606 (Revenue from Contracts with Customers) as if the entity had originated the contracts. ASU 2021-08 is effective for the Company beginning January 1, 2023. The Company will consider adopting this ASU and the effects of adoption on the Company’s consolidated financial statements when it next completes a business combination. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule Of Estimated Useful Lives and Depreciation of Property, Plant and Equipment | Depreciation is provided on a straight-line basis over the following estimated useful lives: Machinery and equipment 3 – 10 years Furniture and fixtures 3 – 7 years Autos and trucks 5 years Buildings, leasehold and land improvements 5 – 40 years Greenhouse-agricultural structure 7 – 15 years Construction in progress Not depreciated Property not in service Not depreciated |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Assets and liabilities measured at fair value on a recurring basis, including their levels in the fair value hierarchy are as follows: As of June 30, 2022 Fair value hierarchy Fair value of assets Level 1 Level 2 Level 3 Cash and cash equivalents $ 6,483 $ — $ — Restricted cash 28,198 — — Investments 8 — 6,596 Warrant liability — — 644 Total $ 34,689 $ — $ 7,240 As of December 31, 2021 Fair value hierarchy Fair value of assets Level 1 Level 2 Level 3 Cash and cash equivalents $ 4,221 $ — $ — Restricted cash 2,731 — — Investments 102 — 6,596 Warrant liability — — 2,394 Total $ 7,054 $ — $ 8,990 |
Schedule of significant assumptions determining the fair value of the warrant liability | The following table summarizes the significant assumptions used in the determining the fair value of the warrant liability as of June 30, 2022: Exercise price $0.26 - $0.30 Risk free interest rate 1.06% Expected Share Price Volatility 67% - 69% Expected Life of Warrant (years) 0.58 - 0.83 |
Schedule of assets and liabilities measured at fair value on a non-recurring basis | The following table summarizes the goodwill activity for the six months ended June 30, 2022: Balance, January 1, 2022 $ 70,545 Jupiter impairment (6,668) Balance, June 30, 2022 $ 63,877 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory | |
Schedule of company's inventory | The Company’s inventory consisted of the following: June 30, December 31, 2022 2021 Raw Material - cannabis plants $ 2,436 $ 3,206 Raw Material - other materials 873 1,116 Work in progress 9,437 6,327 Finished goods 35,310 43,776 Supplies and accessories 2,174 1,158 Total Inventory $ 50,230 $ 55,583 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | The property, plant and equipment consisted of the following: June 30, 2022 December 31, 2021 Land $ 6,434 $ 169 Land improvements 461 460 Machinery & equipment 12,583 12,450 Furniture & fixtures 788 788 Buildings 51,962 6,845 Greenhouse - Agricultural structure 8,196 8,195 Leasehold improvements 7,870 46,587 Construction in progress 3,112 3,391 Autos & trucks 256 214 Total cost 91,662 79,099 Less: accumulated depreciation (20,496) (16,739) Total property, plant and equipment $ 71,166 $ 62,360 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments | |
Schedule of company's investment | The Company’s investments included the following: Investment June 30, 2022 December 31, 2021 Investment in HERBL, Inc. $ 6,400 $ 6,400 Investment in Big Toe Ventures LLC 196 196 Investment in Akerna Corp. 8 102 Total Investments $ 6,604 $ 6,698 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets | |
Schedule of intangible assets | Intangible asset balances consisted of the following: Intangible assets June 30, 2022 December 31, 2021 Customer relationships $ 85,300 $ 85,300 Trademarks 29,000 29,000 License rights (1) 17,891 17,890 Management agreements 926 926 Patents & technologies 32,900 32,900 Backlog and non-competition agreements 10,406 10,406 Total intangible assets, at cost 176,423 176,422 Less: Accumulated amortization (55,005) (47,652) Total intangible assets, net $ 121,418 $ 128,770 _____________ (1) License rights include indefinite-lived intangible assets, which pertain to licenses for cultivation and processing, are not subject to amortization and are tested annually for impairment. Refer to Note 2 — Summary of Significant Accounting Policies of the Company’s audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2021 and 2020 filed with the Form 10 for further information pertaining to the Company’s accounting policies for its intangible assets. |
Schedule of estimated future annual amortization expense | The following table outlines the estimated future annual amortization expense related to intangible assets as of June 30, 2022: Estimated Years ended December 31, amortization Remainder of 2022 $ 7,172 2023 13,056 2024 13,056 2025 13,056 2026 12,899 Thereafter 44,268 $ 103,507 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill | |
Schedule of Goodwill | For the purposes of impairment testing, goodwill is allocated to the Company’s reporting units as follows: Standard Standard Jupiter Farms Farms OH Total Balance, December 31, 2021 $ 63,346 $ 5,819 $ 1,380 $ 70,545 Impairment (6,668) - — (6,668) Balance, June 30, 2022 $ 56,678 $ 5,819 $ 1,380 $ 63,877 |
Schedule of key assumptions used in determining the recoverable amount of reporting unit | The following table details the key assumptions used in determining the recoverable amount as of June 30, 2022: Jupiter Balance, June 30, 2022 Terminal value growth rate 3.0% Discount rate 22.5% Projected revenue growth rate* 9.9% Fair value $ 166,957 *Projected revenue growth rate averaged over the next ten years |
Loans Receivable (Tables)
Loans Receivable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Loans Receivable | |
Schedules of loans receivables | A breakdown of the loans receivable terms and balances are as follows: Loans receivable June 30, 2022 December 31, 2021 Teneo Fund SPVi LLC note – Interest rate of 18.0% per annum, due on June 1, 2023 $ 5,911 $ 5,911 Pharma EU, LLC note - Interest rate of 12.0%, due December 31, 2020 1,410 1,410 A&R note - No interest rate, due December 31, 2022 710 714 SSZ and Elev8 note - Interest rate of 8.0% per annum, due on October 8, 2030 1,002 1,002 Pure Hana Synergy note - Interest rate of 10.0% per annum, due August 1, 2022 224 224 Little Beach Harvest note - Interest rate of 9.0% per annum, due August 24, 2036 1,268 423 Total loans receivable $ 10,525 $ 9,684 Less allowance for expected credit losses (6,580) (5,559) Loans receivable, net of expected credit losses 3,945 4,125 Less current portion of loan receivable (2,444) (2,453) Loans receivable, long-term $ 1,501 $ 1,672 |
Schedule of analysis of credit quality of loans receivable | The following tables present an analysis of the credit quality of loans receivable, together with impairment losses recognized based on lifetime CECLs: As of June 30, 2022 Nature of collateral Gross amounts Loan losses Net Security interest in assets of counterparty $ 8,891 $ (5,511) $ 3,380 Third party guarantee 1,410 (882) 528 No collateral 224 (187) 37 Net loans receivable $ 10,525 $ (6,580) $ 3,945 As of December 31, 2021 Nature of collateral Gross amounts Loan losses Net Security interest in assets of counterparty $ 8,050 $ (4,556) $ 3,494 Third party guarantee 1,410 (882) 528 No collateral 224 (121) 103 Net loans receivable $ 9,684 $ (5,559) $ 4,125 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounts payable and accrued liabilities | |
Schedule of accounts payable and accrued liabilities | Accounts payable and accrued liabilities consisted of the following: Accounts payable and accrued liabilities June 30, 2022 December 31, 2021 Accounts payable $ 40,246 $ 37,777 Accrued interest expense 2,890 2,752 Accrued payroll 2,896 2,951 Other current payables/liabilities 3,898 6,002 Total accounts payable and accrued liabilities $ 49,930 $ 49,482 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Notes Payable | |
Schedule of notes payable and debt issuance costs | Notes payable and debt issuance costs are as follows: Notes Payable June 30, 2022 December 31, 2021 Taunton Financing Liability– Interest rate of 12.8% per annum, due on May 15, 2042 $ 39,681 $ — Asset-based Revolving Facility – Interest rate of 8.25% as of June 30, 2022, due on July 21, 2023 9,908 9,575 Senior Notes – Interest rate of 8.0% per annum, due on November 4, 2022 35,700 33,830 Junior Notes – Interest rate of 8.0% per annum, due on April 1, 2023 44,691 43,697 Other loans and borrowings 350 350 Total debt 130,330 87,452 Less: Debt issuance costs (221) (839) Total debt, net $ 130,109 $ 86,613 _____________ (1) The Asset-based Revolving Facility initially matures on July 21, 2023 and automatically renews for successive one-year terms unless terminated by the Company or the lender. |
Schedule of future maturities | Future maturities of all notes payable as of June 30, 2022 are as follows: Year ended December 31, Amount Remainder of 2022 $ 43,990 2023 46,088 2024 and thereafter 40,031 Total $ 130,109 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
Schedule of components of lease costs | The following table provides the components of lease cost recognized in the condensed consolidated statements of operations and comprehensive income: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Operating lease cost $ 203 $ 270 $ 483 $ 541 Finance lease cost: Amortization of lease assets 257 233 514 466 Interest on lease liabilities 117 119 239 242 Finance lease costs 374 352 753 708 Total lease cost $ 577 $ 622 $ 1,236 $ 1,249 |
Weighted average discount rates and weighted average remaining lease term | The following table provides the weighted average discount rates and weighted average remaining lease terms for the Company’s leases: June 30, 2022 December 31, 2021 Weighted average discount rate 8.0% 8.0% Weighted average remaining lease term 5.49 years 5.98 years |
Schedule of maturity of contractual undiscounted finance lease liabilities | The maturity of the contractual undiscounted lease liabilities as of June 30, 2022 is as follows: Year ended December 31, Finance Operating Remainder of 2022 $ 715 $ 97 2023 1,452 196 2024 1,489 183 2025 1,212 168 2026 926 173 Thereafter 1,295 317 Total undiscounted lease liabilities 7,089 1,134 Interest on lease liabilities (1,275) (234) Total present value of minimum lease payments 5,814 900 Lease liability - current portion (1,016) (130) Lease liability $ 4,798 $ 770 |
Schedule of maturity of contractual undiscounted operating lease liabilities | The maturity of the contractual undiscounted lease liabilities as of June 30, 2022 is as follows: Year ended December 31, Finance Operating Remainder of 2022 $ 715 $ 97 2023 1,452 196 2024 1,489 183 2025 1,212 168 2026 926 173 Thereafter 1,295 317 Total undiscounted lease liabilities 7,089 1,134 Interest on lease liabilities (1,275) (234) Total present value of minimum lease payments 5,814 900 Lease liability - current portion (1,016) (130) Lease liability $ 4,798 $ 770 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Shareholders' Equity | |
Schedule of Warrants remain outstanding | The following table summarizes the warrants that remain outstanding as of June 30, 2022: Exercise Number of Security issued price (CAD$) warrants Expiration date Warrants issued as part of debt offering 0.33 45,249,520 November 1, 2022 Warrants issued as part of debt offering 0.39 18,360,000 November 20, 2022 Consultant warrants 0.53 750,000 November 22, 2022 Consultant warrants 0.33 500,000 January 28, 2023 Founders separation warrants 1.05 9,045,691 September 30, 2024 73,905,211 |
Schedule of warrants outstanding | A rollforward of warrant activity for the six months ended June 30, 2022 is as follows: Weighted- Number of average Warrants warrants exercise price Balance as of January 1, 2022 73,905,211 CAD$ 0.44 Exercised — — Balance as of June 30, 2022 73,905,211 CAD$ 0.44 |
Summary of restricted stock units outstanding | A summary of the status of the RSUs outstanding is as follows: Number of Weighted Average RSUs RSUs Grant Date Fair Value Unvested as of January 1, 2022 3,627,081 $ 0.37 Issued 40 0.23 Forfeited (214,993) 0.35 Vested (993,476) 0.33 Unvested as of June 30, 2022 2,418,652 $ 0.39 |
Summary of share options outstanding | A summary of the status of the share options outstanding is as follows: Share options Weighted- Weighted-average common average remaining contractual Share options shares exercise price life (yrs) Balance as of January 1, 2022 16,573,380 US$ 0.63 5.39 Forfeited (4,368,802) US$ 0.90 — Balance as of June 30, 2022 12,204,578 US$ 0.56 6.05 |
Summary of share options that remain outstanding | The following table summarizes the share options that remain outstanding as of June 30, 2022: Number of Exercise Options Security issuable share options price Expiration date exercisable Legacy employees 190,000 US$ 1.58-1.58 June 28, 2028 190,000 2020 employee grant 7,931,980 US$ 0.30-0.48 July 28, 2028 - December 1, 2030 4,775,139 Other employee grants 4,082,598 US$ 0.41-3.96 July 28, 2022 - November 21, 2029 4,082,598 Total 12,204,578 9,047,737 |
Summary of performance stock units outstanding | A summary of the status of the PSUs outstanding is as follows: Number of Weighted Average Performance Stock Units PSUs Grant Date Fair Value Unvested as of January 1, 2022 11,804,498 $ 0.31 Issued — — Forfeited (151,368) 0.20 Vested (700,000) 0.51 Unvested as of June 30, 2022 10,953,130 $ 0.29 |
Summary of PSU award granted containing market conditions | A summary of the PSU awards granted containing market conditions is as follows: PSU Grant Dates Close Price on Grant Date Expiration Date Outstanding (#) June 18, 2021 $ 0.4941 December 31, 2024 7,487,351 September 30, 2021 $ 0.3875 December 31, 2024 2,367,772 December 19, 2021 $ 0.2263 December 31, 2024 549,375 Total 10,404,498 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Loss Per Share | |
Summary of calculation of basic and diluted loss per share | The following is a calculation of basic and diluted loss per share for the three and six months ended June 30, 2022 and 2021: Loss per share Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net income (loss) attributable to TILT $ (7,051) $ 1,034 $ (18,680) $ (16,023) Weighted-average number of shares and units outstanding - basic 375,538,599 363,622,232 375,075,478 361,637,509 Weighted-average number of shares and units outstanding - diluted N/A 461,116,729 N/A N/A Income (loss) per share - basic $ (0.02) $ 0.00 $ (0.05) $ (0.04) Income (loss) per share - diluted $ - $ 0.00 $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Taxes | |
Schedule of income tax expense and effective tax rates | The following table summarizes the Company’s income tax expense and effective tax rates: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Income (loss) before income taxes $ (13,952) $ 1,930 $ (26,918) $ (15,149) Income tax benefit (expense) 6,898 (896) 8,230 (874) Effective tax rate 49% 46% 31% 6% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Commitments [Line Items] | |
Schedule of maturity of contractual undiscounted operating lease liabilities | The maturity of the contractual undiscounted lease liabilities as of June 30, 2022 is as follows: Year ended December 31, Finance Operating Remainder of 2022 $ 715 $ 97 2023 1,452 196 2024 1,489 183 2025 1,212 168 2026 926 173 Thereafter 1,295 317 Total undiscounted lease liabilities 7,089 1,134 Interest on lease liabilities (1,275) (234) Total present value of minimum lease payments 5,814 900 Lease liability - current portion (1,016) (130) Lease liability $ 4,798 $ 770 |
Payment Guarantee [Member] | |
Other Commitments [Line Items] | |
Schedule of maturity of contractual undiscounted operating lease liabilities | The Company may be liable for the future minimum rental payments under this lease if the dispensary defaults as follows: Year ended December 31, Amount Remainder of 2022 $ 217 2023 450 2024 463 2025 477 2026 492 2027 and thereafter 1,028 Total $ 3,127 |
Reportable Segments and Reven_2
Reportable Segments and Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Reportable Segments and Revenue | |
Schedule of segment reporting information | The following tables present the operating results of the Company’s segments: For the three months ended June 30, 2022 Cannabis Accessories Corporate Other Total Revenue $ 12,223 $ 35,084 $ — $ — $ 47,307 Inter-segment revenue — (252) — — (252) Net revenue $ 12,223 $ 34,832 $ — $ — $ 47,055 Share-based compensation — — 525 261 786 Depreciation and amortization 647 3,709 13 191 4,560 Wages and benefits 1,719 1,252 3,364 — 6,335 Impairment loss — 6,669 — — 6,669 Interest expense 601 602 2,593 — 3,796 Loan receivable losses — — 504 — 504 Net income (loss) (1,940) (11,048) 6,103 (169) (7,054) For the three months ended June 30, 2021 Cannabis Accessories Corporate Other Total Revenue $ 10,005 $ 38,841 $ — $ — $ 48,846 Inter-segment revenue — (377) — — (377) Net revenue $ 10,005 $ 38,464 $ — $ — $ 48,469 Share-based compensation — — 675 — 675 Depreciation and amortization 541 3,676 17 166 4,400 Wages and benefits 747 1,233 2,569 — 4,549 Impairment loss — — — — — Interest expense 57 41 2,222 — 2,320 Loan losses — — — — — Net loss 440 (1,619) 2,242 (29) 1,034 For the six months ended June 30, 2022 Cannabis Accessories Corporate Other Total Revenue $ 23,482 $ 66,708 $ — $ — $ 90,190 Inter-segment revenue — (783) — — (783) Net revenue $ 23,482 $ 65,925 $ — $ — $ 89,407 Share-based compensation — — 1,494 518 2,012 Depreciation and amortization 1,295 7,409 27 387 9,118 Wages and benefits 3,251 2,420 5,832 — 11,503 Impairment loss 697 6,669 — — 7,366 Interest expense 688 840 5,049 — 6,577 Loan losses — — 1,021 — 1,021 Net loss (3,161) (15,749) 723 (501) (18,688) For the six months ended June 30, 2021 Cannabis Accessories Corporate Other Total Revenue $ 21,739 $ 74,142 $ — $ — $ 95,881 Inter-segment revenue — (595) — — (595) Net revenue $ 21,739 $ 73,547 $ — $ — $ 95,286 Share-based compensation — — 1,557 — 1,557 Depreciation and amortization 1,101 7,343 67 321 8,832 Wages and benefits 1,561 2,413 4,658 — 8,632 Interest expense 451 84 4,240 — 4,775 Net income (loss) 2,423 (3,182) (15,205) (59) (16,023) |
Schedule of revenue by geographic information | The following table presents financial information relating to geographic areas in which the Company operated for the three and six months ended June 30, 2022 and 2021, respectively: For the three months ended June 30, 2022 US Canada Other Total Revenue $ 43,370 $ 3,585 $ 100 $ 47,055 Gross profit 9,963 940 42 10,945 For the three months ended June 30, 2021 US Canada Other Total Revenue $ 45,315 $ 3,087 $ 67 $ 48,469 Gross profit 11,390 1,471 28 12,889 For the six months ended June 30, 2022 US Canada Other Total Revenue $ 83,277 $ 5,880 $ 250 $ 89,407 Gross profit 18,590 1,609 99 20,298 For the six months ended June 30, 2021 US Canada Other Total Revenue $ 89,811 $ 5,326 $ 149 $ 95,286 Gross profit 24,641 1,731 62 26,434 |
Nature of Operations (Details)
Nature of Operations (Details) $ in Thousands | Jun. 30, 2022 USD ($) state | May 16, 2022 USD ($) |
Business Acquisition [Line Items] | ||
Number of states | state | 37 | |
Sale Leaseback Transaction, Cash Consideration | $ 15,000 | |
Restricted cash | ||
Business Acquisition [Line Items] | ||
Restricted cash held by escrow agent | 25,466 | $ 25,466 |
Taunton Financing Liability | ||
Business Acquisition [Line Items] | ||
Financing liability amount | $ 40,000 | 40,000 |
Restricted cash held by escrow agent | $ 25,466 |
Nature of Operations - Liquidit
Nature of Operations - Liquidity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Nature of Operations | |||||
Comprehensive loss for the period | $ (7,054) | $ 1,027 | $ (18,682) | $ (16,032) | |
Accumulated deficit | (874,928) | (874,928) | $ (856,248) | ||
Working capital | $ (16,512) | $ (16,512) | $ 1,116 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Aug. 25, 2022 | Jun. 30, 2022 | May 16, 2022 | Aug. 24, 2021 | |
Business Acquisition [Line Items] | |||||
Reclassification amount of security deposits to other assets | $ 273 | ||||
Restricted cash | 2,731 | $ 28,198 | |||
Restricted cash | |||||
Business Acquisition [Line Items] | |||||
Restricted cash held by escrow agent | 25,466 | $ 25,466 | |||
Interest Reserves | $ 1,432 | $ 1,432 | |||
SFNY Holdings, Inc | CGSF Group LLC | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest held | 75% | ||||
Standard Farms New York, LLC | |||||
Business Acquisition [Line Items] | |||||
Percentage of interests acquired | 100% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Estimated useful lives of PPE (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Machinery & equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Machinery & equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture & fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Furniture & fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Autos & trucks | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Buildings leasehold and land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Greenhouse - Agricultural structure | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Greenhouse - Agricultural structure | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Greenhouse - Agricultural structure | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Fair Value Measurements - (Deta
Fair Value Measurements - (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Measurements | ||||
Change in fair value of warrant liability | $ (3,913) | $ (5,930) | $ (1,750) | $ 7,986 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Level 1 | ||
Fair Value | ||
Fair value of assets | $ 34,689 | $ 7,054 |
Level 1 | Cash and Cash Equivalents | ||
Fair Value | ||
Fair value of assets | 6,483 | 4,221 |
Level 1 | Restricted cash | ||
Fair Value | ||
Fair value of assets | 28,198 | 2,731 |
Level 1 | Investments. | ||
Fair Value | ||
Fair value of assets | 8 | 102 |
Level 3 | ||
Fair Value | ||
Fair value of assets | 7,240 | 8,990 |
Level 3 | Warrant liability | ||
Fair Value | ||
Fair value of assets | 644 | 2,394 |
Level 3 | Investments. | ||
Fair Value | ||
Fair value of assets | $ 6,596 | $ 6,596 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value of warrant (Details) | Jun. 30, 2022 Y $ / shares |
Exercise price | Minimum | |
Assumption of warrant liability | |
Warrants liability | $ / shares | 0.26 |
Exercise price | Maximum | |
Assumption of warrant liability | |
Warrants liability | $ / shares | 0.30 |
Risk free interest rate | |
Assumption of warrant liability | |
Warrants liability | 1.06 |
Expected Share Price Volatility | Minimum | |
Assumption of warrant liability | |
Warrants liability | 67 |
Expected Share Price Volatility | Maximum | |
Assumption of warrant liability | |
Warrants liability | 69 |
Expected Life of Warrant | Minimum | |
Assumption of warrant liability | |
Warrants liability | Y | 0.58 |
Expected Life of Warrant | Maximum | |
Assumption of warrant liability | |
Warrants liability | Y | 0.83 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value of Non Recurring Basis (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value | |
impairment | $ (6,668) |
Fair Value, Nonrecurring | |
Fair Value | |
Beginning balance | 70,545 |
impairment | (6,668) |
Ending balance | $ 63,877 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory | ||
Raw Material - cannabis plants | $ 2,436 | $ 3,206 |
Raw Material - other materials | 873 | 1,116 |
Work in progress | 9,437 | 6,327 |
Finished goods | 35,310 | 43,776 |
Supplies and accessories | 2,174 | 1,158 |
Total Inventory | $ 50,230 | $ 55,583 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 91,662 | $ 79,099 |
Less: accumulated depreciation | (20,496) | (16,739) |
Total property, plant and equipment | 71,166 | 62,360 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 6,434 | 169 |
Land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 461 | 460 |
Machinery & equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 12,583 | 12,450 |
Furniture & fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 788 | 788 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 51,962 | 6,845 |
Greenhouse - Agricultural structure | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 8,196 | 8,195 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 7,870 | 46,587 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 3,112 | 3,391 |
Autos & trucks | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 256 | $ 214 |
Property, Plant and Equipment -
Property, Plant and Equipment - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
May 16, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 1,994 | $ 1,472 | $ 3,946 | $ 2,875 | |
Gain (loss) on sale of assets | $ 8 | 1 | $ (59) | ||
Impaired Assets to be Disposed of by Method Other than Sale, Amount of Impairment Loss | $ 697 | ||||
Land | Taunton Facility [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Additions | $ 6,266 | ||||
Buildings | Taunton Facility [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Additions | $ 6,268 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Investments | $ 6,604 | $ 6,604 | $ 6,698 | ||
Unrealized loss on investment | (49) | $ (53) | (94) | $ (758) | |
HERBL, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investments | 6,400 | 6,400 | 6,400 | ||
Big Toe Ventures LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investments | 196 | 196 | 196 | ||
Akerna | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investments | 8 | 8 | $ 102 | ||
Unrealized loss on investment | $ (49) | $ (53) | $ (94) | $ (758) |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Intangible Assets | |||||
Total intangible assets, at cost | $ 176,423 | $ 176,423 | $ 176,422 | ||
Less: Accumulated amortization | (55,005) | (55,005) | (47,652) | ||
Total intangible assets, net | 121,418 | 121,418 | 128,770 | ||
Amortization Expense | (3,677) | $ (3,651) | (7,353) | $ (7,303) | |
Customer relationships | |||||
Intangible Assets | |||||
Total intangible assets, at cost | 85,300 | 85,300 | 85,300 | ||
Trademarks | |||||
Intangible Assets | |||||
Total intangible assets, at cost | 29,000 | 29,000 | 29,000 | ||
License rights | |||||
Intangible Assets | |||||
Total intangible assets, at cost | 17,891 | 17,891 | 17,890 | ||
Management agreements | |||||
Intangible Assets | |||||
Total intangible assets, at cost | 926 | 926 | 926 | ||
Patents & technologies | |||||
Intangible Assets | |||||
Total intangible assets, at cost | 32,900 | 32,900 | 32,900 | ||
Backlog and non-competition agreements | |||||
Intangible Assets | |||||
Total intangible assets, at cost | $ 10,406 | $ 10,406 | $ 10,406 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Annual Amortization Expense (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Intangible Assets | |
Remainder of 2022 | $ 7,172 |
2023 | 13,056 |
2024 | 13,056 |
2025 | 13,056 |
2026 | 12,899 |
Thereafter | 44,268 |
Total | $ 103,507 |
Goodwill - Schedule of goodwill
Goodwill - Schedule of goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill | |
Beginning balance | $ 70,545 |
impairment | (6,668) |
Ending balance | 63,877 |
Jupiter | |
Goodwill | |
Beginning balance | 63,346 |
impairment | (6,668) |
Ending balance | 56,678 |
Standard Farm | |
Goodwill | |
Beginning balance | 5,819 |
Ending balance | 5,819 |
Standard Farm OH | |
Goodwill | |
Beginning balance | 1,380 |
Ending balance | $ 1,380 |
Goodwill - Key assumptions used
Goodwill - Key assumptions used in determining recoverable amount of reporting unit (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill | |
Jupiter impairment | $ 6,668,000 |
Income Approach | |
Goodwill | |
Projections of future cash flows period | 5 years |
Income Approach | Projected revenue growth rate | |
Goodwill | |
Goodwill Measurement, Term | 10 years |
Jupiter | |
Goodwill | |
Jupiter impairment | $ 6,668,000 |
Jupiter | Income Approach | |
Goodwill | |
Fair value | $ 166,957,000 |
Jupiter | Income Approach | Terminal value growth rate | |
Goodwill | |
Goodwill measurement input | 0.030 |
Jupiter | Income Approach | Discount rate | |
Goodwill | |
Goodwill measurement input | 0.225 |
Jupiter | Income Approach | Projected revenue growth rate | |
Goodwill | |
Goodwill measurement input | 0.099 |
Loans Receivable (Details)
Loans Receivable (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loans receivable | $ 10,525 | $ 9,684 |
Less allowance for expected credit losses | (6,580) | (5,559) |
Loans receivable, net of expected credit losses | 3,945 | 4,125 |
Less current portion of loan receivable | (2,444) | (2,453) |
Loans receivable, long-term | 1,501 | 1,672 |
Financing Receivable, Excluding Accrued Interest, Change in Method, Credit Loss Expense (Reversal) | 1,021 | |
Teneo Fund SPVi LLC note | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loans receivable | $ 5,911 | 5,911 |
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 18% | |
Pharma EU, LLC note | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loans receivable | $ 1,410 | 1,410 |
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 12% | |
A&R note | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loans receivable | $ 710 | 714 |
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 0% | |
SSZ and Elev8 note | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loans receivable | $ 1,002 | 1,002 |
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 8% | |
Pure Hana Synergy note | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loans receivable | $ 224 | 224 |
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 10% | |
Little Beach Harvest Note | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loans receivable | $ 1,268 | $ 423 |
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 9% |
Loans Receivable - Analysis of
Loans Receivable - Analysis of Credit Quality (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans receivable, gross amounts | $ 10,525 | $ 9,684 |
Loans receivable, loan losses | (6,580) | (5,559) |
Loans receivable, net of expected credit losses | 3,945 | 4,125 |
Security interest in assets of counterparty | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans receivable, gross amounts | 8,891 | 8,050 |
Loans receivable, loan losses | (5,511) | (4,556) |
Loans receivable, net of expected credit losses | 3,380 | 3,494 |
Third party guarantee | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans receivable, gross amounts | 1,410 | 1,410 |
Loans receivable, loan losses | (882) | (882) |
Loans receivable, net of expected credit losses | 528 | 528 |
No collateral | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans receivable, gross amounts | 224 | 224 |
Loans receivable, loan losses | (187) | (121) |
Loans receivable, net of expected credit losses | $ 37 | $ 103 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts payable and accrued liabilities | ||
Accounts payable | $ 40,246 | $ 37,777 |
Accrued interest expense | 2,890 | 2,752 |
Accrued payroll | 2,896 | 2,951 |
Other current payables/liabilities | 3,898 | 6,002 |
Total accounts payable and accrued liabilities | $ 49,930 | $ 49,482 |
Notes Payable - Notes Payable a
Notes Payable - Notes Payable and Debt Issuance Costs (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 USD ($) item | May 16, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||
Other loan and borrowings | $ 350 | $ 350 | |
Debt amount | 130,330 | 87,452 | |
Less: Debt issuance costs | (221) | (839) | |
Total debt, net | 130,109 | 86,613 | |
Asset-based Revolving Facility | |||
Debt Instrument [Line Items] | |||
Debt amount | $ 9,908 | 9,575 | |
Interest rate (as a percent) | 8.25% | ||
Debt Instrument, Term | 1 year | ||
Taunton Financing Liability | |||
Debt Instrument [Line Items] | |||
Debt amount | $ 39,681 | ||
Interest rate (as a percent) | 12.80% | ||
Financing liability amount | $ 40,000 | $ 40,000 | |
Debt Instrument, Number of Terms | item | 2 | ||
Debt instrument extension term | 5 years | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt amount | $ 35,700 | 33,830 | |
Interest rate (as a percent) | 8% | ||
Junior Notes | |||
Debt Instrument [Line Items] | |||
Debt amount | $ 44,691 | $ 43,697 | |
Interest rate (as a percent) | 8% |
Notes Payable - Future Maturiti
Notes Payable - Future Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Notes Payable | ||
Remainder of 2022 | $ 43,990 | |
2023 | 46,088 | |
2024 and thereafter | 40,031 | |
Total debt, net | $ 130,109 | $ 86,613 |
Leases Cost (Details)
Leases Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases | ||||
Operating lease cost | $ 203 | $ 270 | $ 483 | $ 541 |
Finance lease cost: | ||||
Amortization of lease assets | 257 | 233 | 514 | 466 |
Interest on lease liabilities | 117 | 119 | 239 | 242 |
Finance lease costs | 374 | 352 | 753 | 708 |
Total lease cost | $ 577 | $ 622 | $ 1,236 | $ 1,249 |
Leases - Weighted Average Disco
Leases - Weighted Average Discount Rates And Remaining Lease Term (Details) | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Leases | |||
Weighted average discount rate - Operating | 8% | 8% | |
Weighted average remaining lease term - Operating | 5 years 5 months 26 days | 5 years 11 months 23 days | |
Weighted average discount rate - Finance | 8% | 8% | |
Weighted average remaining lease term - Finance | 5 years 5 months 27 days | 5 years 11 months 23 days |
Leases - Undiscounted Lease Lia
Leases - Undiscounted Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finance Lease, Liability, to be Paid [Abstract] | ||
Remainder of 2022 | $ 715 | |
2023 | 1,452 | |
2024 | 1,489 | |
2025 | 1,212 | |
2026 | 926 | |
Thereafter | 1,295 | |
Total undiscounted lease liabilities | 7,089 | |
Interest on lease liabilities | (1,275) | |
Total present value of minimum lease payments | 5,814 | |
Lease liability - current portion | (1,016) | $ (955) |
Finance lease liability | 4,798 | 4,927 |
Operating | ||
Remainder of 2022 | 97 | |
2023 | 196 | |
2024 | 183 | |
2025 | 168 | |
2026 | 173 | |
Thereafter | 317 | |
Total | 1,134 | |
Interest on lease liabilities | (234) | |
Total present value of minimum lease payments | 900 | |
Lease liability - current portion | (130) | (731) |
Operating lease liability | $ 770 | $ 5,319 |
Leases (Details)
Leases (Details) $ in Thousands | 6 Months Ended | ||
May 16, 2022 USD ($) item | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Purchases of property, plant, and equipment | $ 13,979 | $ 1,742 | |
Taunton Financing Liability | |||
Lessee, Lease, Description [Line Items] | |||
Financing liability amount | $ 40,000 | $ 40,000 | |
Escrow Deposit | 25,466 | ||
Taunton Facility Acquisition | |||
Lessee, Lease, Description [Line Items] | |||
Financing liability amount | 40,000 | ||
Taunton Facility Acquisition | |||
Lessee, Lease, Description [Line Items] | |||
Purchases of property, plant, and equipment | 13,047 | ||
Derecognizing on right of use asset | 3,940 | ||
Derecognition on lease liability | 4,454 | ||
Lease liability recognizing land | 6,276 | ||
Lease liability recognizing building balances | 6,278 | ||
Taunton Facility Acquisition | Innovative Industrial Properties, Inc | |||
Lessee, Lease, Description [Line Items] | |||
Purchases of property, plant, and equipment | $ 40,000 | ||
Innovative Industrial Properties, Inc | Taunton Facility Acquisition | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 20 years | ||
Number of extensions in lease | item | 2 | ||
Lease existence of option to extend | true | ||
Lease extension term | 5 years |
Shareholders' Equity - Authoriz
Shareholders' Equity - Authorized Share Capital (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Shareholders' Equity | |||||
Common Unit, Number Of Exchangeable Shares | 1 | 1 | |||
LP units converted to Common Shares | 0 | 0 | 0 | 0 | |
Units Issued | 43,821,379 | 43,821,379 | 43,821,379 | ||
Units Outstanding | 43,821,379 | 43,821,379 | 43,821,379 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Shareholders' Equity | ||||
Warrants Issued | 0 | 0 | 0 | 0 |
Shareholders' Equity - Remain O
Shareholders' Equity - Remain Outstanding (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Share Based Compensation Shares Authorized [Line Item] | ||
Number of warrants | 73,905,211 | 73,905,211 |
Exercise Price One | ||
Share Based Compensation Shares Authorized [Line Item] | ||
Exercise price | $ 0.33 | |
Number of warrants | 45,249,520 | |
Exercise Price Two | ||
Share Based Compensation Shares Authorized [Line Item] | ||
Exercise price | $ 0.39 | |
Number of warrants | 18,360,000 | |
Exercise Price Three | ||
Share Based Compensation Shares Authorized [Line Item] | ||
Exercise price | $ 0.53 | |
Number of warrants | 750,000 | |
Exercise Price Four | ||
Share Based Compensation Shares Authorized [Line Item] | ||
Exercise price | $ 0.33 | |
Number of warrants | 500,000 | |
Exercise Price Five | ||
Share Based Compensation Shares Authorized [Line Item] | ||
Exercise price | $ 1.05 | |
Number of warrants | 9,045,691 |
Shareholders' Equity - Warran_2
Shareholders' Equity - Warrants Outstanding (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Shareholders' Equity | |||||
Balance as at beginning of period | 73,905,211 | ||||
Balance as at end of period | 73,905,211 | 73,905,211 | 73,905,211 | ||
Weighted Average Exercise Price of Warrants | $ 0.44 | $ 0.44 | |||
Warrants Issued | 0 | 0 | 0 | 0 |
Shareholders' Equity - Share-ba
Shareholders' Equity - Share-based Compensation (Details) | Jun. 30, 2022 shares |
Amended and Restated 2018 Stock and Incentive Plan ("Plan") | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 60,000,000 |
Shareholders' Equity - Restrict
Shareholders' Equity - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restricted Stock Units | ||||
Number of Restricted Stock Units | ||||
Balance at the beginning of period (in Shares) | 3,627,081 | |||
Issued (in Shares) | 0 | 40 | 0 | |
Forfeited (in Shares) | (214,993) | |||
Vested (in Shares) | (993,476) | |||
Balance at the end of period (in Shares) | 2,418,652 | 2,418,652 | ||
Weighted Average Grant Date Fair Value | ||||
Balance at the beginning of period (in dollars per share) | $ 0.37 | |||
Issued (in dollars per share) | 0.23 | |||
Forfeited (in dollars per share) | 0.35 | |||
Vested (in dollars per share) | 0.33 | |||
Balance at the end of period (in dollars per share) | $ 0.39 | $ 0.39 | ||
Restricted Stock Units Additional Disclosure | ||||
Granted | 0 | 40 | 0 | |
Share-based compensation expense net | $ 163 | $ 195 | $ 425 | $ 451 |
Contingent Consideration Milestone Payment [Member] | ||||
Restricted Stock Units Additional Disclosure | ||||
Share-based compensation expense net | $ 260 | $ 0 | $ 518 | $ 0 |
Shareholders' Equity - Share Op
Shareholders' Equity - Share Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Stock options common shares | |||||
Balance at the end of period (in Shares) | 12,204,578 | 12,204,578 | |||
Share Options | |||||
Stock options common shares | |||||
Balance at the beginning of period (in Shares) | 16,573,380 | ||||
Forfeited (in Shares) | (4,368,802) | ||||
Balance at the end of period (in Shares) | 12,204,578 | 12,204,578 | 16,573,380 | ||
Weighted-average exercise price | |||||
Balance at the beginning of period (in dollars per share) | $ 0.63 | ||||
Forfeited (in dollars per share) | 0.90 | ||||
Balance at the end of period (in dollars per share) | $ 0.56 | $ 0.56 | $ 0.63 | ||
Weighted-average remaining contractual | |||||
Weighted-average remaining contractual Outstanding (in Years) | 6 years 18 days | 5 years 4 months 20 days | |||
Share Options Additional Disclosures | |||||
Share-based compensation expense net | $ 18 | $ 480 | $ 98 | $ 1,106 |
Shareholders' Equity - Shares O
Shareholders' Equity - Shares Options Outstanding (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options | 12,204,578 | |
Options exercisable | 9,047,737 | |
Legacy employees | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options | 12,204,578 | 16,573,380 |
Exercise price | $ 0.56 | $ 0.63 |
Legacy employees | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options | 190,000 | |
Exercise price lower range limit | $ 1.58 | |
Exercise price upper range limit | $ 1.58 | |
Options exercisable | 190,000 | |
2020 employee grant | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options | 7,931,980 | |
Exercise price lower range limit | $ 0.30 | |
Exercise price upper range limit | $ 0.48 | |
Options exercisable | 4,775,139 | |
Other employee grant | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options | 4,082,598 | |
Exercise price lower range limit | $ 0.41 | |
Exercise price upper range limit | $ 3.96 | |
Options exercisable | 4,082,598 |
Shareholders' Equity - Performa
Shareholders' Equity - Performance Stock Units Outstanding (Details) - Performance Stock Units - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Number of Performance Stock Units | ||||
Balance at the beginning of period (in Shares) | 11,804,498 | |||
Issued (in Shares) | 0 | 0 | 0 | 0 |
Forfeited (in Shares) | (151,368) | |||
Vested (in Shares) | (700,000) | |||
Balance at the end of period (in Shares) | 10,953,130 | 10,953,130 | ||
Weighted Average Grant Date Fair Value | ||||
Balance at the beginning of period (in dollars per share) | $ 0.31 | |||
Forfeited (in dollars per share) | 0.20 | |||
Vested (in dollars per share) | 0.51 | |||
Balance at the end of period (in dollars per share) | $ 0.29 | $ 0.29 | ||
Performance Stock Units Additional Disclosure | ||||
Share-based compensation expense net | $ 345 | $ 0 | $ 971 | $ 0 |
Shareholders' Equity - PSU Gran
Shareholders' Equity - PSU Granted Containing Market Conditions (Details) - Performance Stock Units Containing Market Conditions - $ / shares | 6 Months Ended | |||
Dec. 19, 2021 | Sep. 30, 2021 | Jun. 18, 2021 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Issued (in dollars per share) | $ 0.2263 | $ 0.3875 | $ 0.4941 | |
Issued (in Shares) | 549,375 | 2,367,772 | 7,487,351 | 10,404,498 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Loss Per Share | ||||
Net loss | $ (7,051) | $ 1,034 | $ (18,680) | $ (16,023) |
Weighted-average number of shares and units outstanding - basic | 375,538,599 | 363,622,232 | 375,075,478 | 361,637,509 |
Weighted-average number of shares and units outstanding - diluted | 461,116,729 | |||
Income (loss) per share - basic | $ (0.02) | $ 0 | $ (0.05) | $ (0.04) |
Income (loss) per share - diluted | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Taxes | ||||
Income (loss) before income taxes | $ (13,952) | $ 1,930 | $ (26,918) | $ (15,149) |
Income tax benefit (expense) | $ (6,898) | $ 896 | $ (8,230) | $ 874 |
Effective tax rate | 49% | 46% | 31% | 6% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Related Party Transactions | ||
Accounts payable and accrued liabilities | $ 49,930,000 | $ 49,482,000 |
Former CEO | Jupiter Acquisition | ||
Related Party Transactions | ||
Related party transaction, payable | 26,105,000 | 25,519,000 |
Former CEO | Jupiter Acquisition | 8% Notes Payable | ||
Related Party Transactions | ||
Related party transaction, notes payable | $ 22,122,000 | |
Interest rate (as a percent) | 8% | |
Former CEO | Jupiter Acquisition | 10% Notes Payable | ||
Related Party Transactions | ||
Related party transaction, notes payable | $ 3,982,000 | |
Interest rate (as a percent) | 10% | |
Former CEO | Jupiter Acquisition | Accounts Payable and Accrued Liabilities. | ||
Related Party Transactions | ||
Related party transaction, payable | $ 3,982,000 | 3,895,000 |
Former CEO | Jupiter Acquisition | Notes Payable | ||
Related Party Transactions | ||
Related party transaction, payable | 22,122,000 | 21,263,000 |
Current Board Member | ||
Related Party Transactions | ||
Related party transaction, payable | $ 1,747,000 | $ 1,670,000 |
Interest rate (as a percent) | 8% | 8% |
Company Partially Owned and Managed by Current Board Member | ||
Related Party Transactions | ||
Related party transaction, payable | $ 1,080,000 | $ 1,032,000 |
Interest rate (as a percent) | 8% | 8% |
Conor Green Consulting LLC | ||
Related Party Transactions | ||
Related party transaction, payable | $ 350,000 | |
Joint Venture in SFNY | ||
Related Party Transactions | ||
Related party transaction, payable | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Rental Payments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies | |
Remainder of 2022 | $ 97 |
2023 | 196 |
2024 | 183 |
2025 | 168 |
2026 | 173 |
2027 and thereafter | 317 |
Total | 1,134 |
Payment Guarantee [Member] | |
Commitments and Contingencies | |
Remainder of 2022 | 217 |
2023 | 450 |
2024 | 463 |
2025 | 477 |
2026 | 492 |
2027 and thereafter | 1,028 |
Total | $ 3,127 |
Commitments and Contingencies_2
Commitments and Contingencies - Litigation (Details) - OMM $ in Thousands | 1 Months Ended |
Sep. 30, 2020 USD ($) | |
Commitments and Contingencies | |
Loss Contingency, Damages Sought, Value | $ 3,100 |
Litigation Settlement, Amount Awarded to Other Party | 100 |
Baker Technologies, Inc., And Subsidiaries [Member] | |
Commitments and Contingencies | |
Loss Contingency, Damages Sought, Value | $ 100 |
Reportable Segments and Reven_3
Reportable Segments and Revenue - Segment Related Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | |
Segment Information | ||||
Number of reportable segments | segment | 4 | |||
Revenue | $ 47,055 | $ 48,469 | $ 89,407 | $ 95,286 |
Share-based compensation | 786 | 675 | 2,012 | 1,557 |
Depreciation and amortization | 4,560 | 4,400 | 9,118 | 8,832 |
Wages and benefits | 6,335 | 4,549 | 11,503 | 8,632 |
Impairment loss and loss on disposal of assets | 6,669 | 7,366 | ||
Non-cash interest expense | 3,796 | 2,320 | 6,577 | 4,775 |
Loan receivable losses | 504 | 1,021 | ||
Net income (loss) | (7,054) | 1,034 | (18,688) | (16,023) |
Cannabis | ||||
Segment Information | ||||
Revenue | 12,223 | 10,005 | 23,482 | 21,739 |
Depreciation and amortization | 647 | 541 | 1,295 | 1,101 |
Wages and benefits | 1,719 | 747 | 3,251 | 1,561 |
Impairment loss and loss on disposal of assets | 697 | |||
Non-cash interest expense | 601 | 57 | 688 | 451 |
Net income (loss) | (1,940) | 440 | (3,161) | 2,423 |
Accessories | ||||
Segment Information | ||||
Revenue | 34,832 | 38,464 | 65,925 | 73,547 |
Depreciation and amortization | 3,709 | 3,676 | 7,409 | 7,343 |
Wages and benefits | 1,252 | 1,233 | 2,420 | 2,413 |
Impairment loss and loss on disposal of assets | 6,669 | 6,669 | ||
Non-cash interest expense | 602 | 41 | 840 | 84 |
Net income (loss) | (11,048) | (1,619) | (15,749) | (3,182) |
Corporate | ||||
Segment Information | ||||
Share-based compensation | 525 | 675 | 1,494 | 1,557 |
Depreciation and amortization | 13 | 17 | 27 | 67 |
Wages and benefits | 3,364 | 2,569 | 5,832 | 4,658 |
Non-cash interest expense | 2,593 | 2,222 | 5,049 | 4,240 |
Loan receivable losses | 504 | 1,021 | ||
Net income (loss) | 6,103 | 2,242 | 723 | (15,205) |
Other | ||||
Segment Information | ||||
Share-based compensation | 261 | 518 | ||
Depreciation and amortization | 191 | 166 | 387 | 321 |
Net income (loss) | (169) | (29) | (501) | (59) |
Operating Segments | ||||
Segment Information | ||||
Revenue | 47,307 | 48,846 | 90,190 | 95,881 |
Operating Segments | Cannabis | ||||
Segment Information | ||||
Revenue | 12,223 | 10,005 | 23,482 | 21,739 |
Operating Segments | Accessories | ||||
Segment Information | ||||
Revenue | 35,084 | 38,841 | 66,708 | 74,142 |
Intersegment Eliminations | ||||
Segment Information | ||||
Revenue | (252) | (377) | (783) | (595) |
Intersegment Eliminations | Accessories | ||||
Segment Information | ||||
Revenue | $ (252) | $ (377) | $ (783) | $ (595) |
Reportable Segments and Reven_4
Reportable Segments and Revenue - Geographic Based Revenue Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Information | ||||
Revenue | $ 47,055 | $ 48,469 | $ 89,407 | $ 95,286 |
Gross profit | 10,945 | 12,889 | 20,298 | 26,434 |
US | ||||
Segment Information | ||||
Revenue | 43,370 | 45,315 | 83,277 | 89,811 |
Gross profit | 9,963 | 11,390 | 18,590 | 24,641 |
Canada | ||||
Segment Information | ||||
Revenue | 3,585 | 3,087 | 5,880 | 5,326 |
Gross profit | 940 | 1,471 | 1,609 | 1,731 |
Other. | ||||
Segment Information | ||||
Revenue | 100 | 67 | 250 | 149 |
Gross profit | $ 42 | $ 28 | $ 99 | $ 62 |