Document and Entity Information
Document and Entity Information Document - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | May 27, 2020 | Jun. 30, 2019 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 000-56021 | ||
Entity Registrant Name | ACREAGE HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | A1 | ||
Entity Tax Identification Number | 98-1463868 | ||
Entity Address, Address Line One | 366 Madison Avenue, 11th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10017 | ||
City Area Code | 646 | ||
Local Phone Number | 600-9181 | ||
Title of 12(g) Security | Class A Subordinate Voting Shares, no par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,021 | ||
Entity Common Stock, Shares Outstanding | 99,137,484 | ||
Documents Incorporated by Reference [Text Block] | None. | ||
Entity Central Index Key | 0001762359 | ||
Document Fiscal Year Focus | 2019 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Statements of Financial Positio
Statements of Financial Position - USD ($) | Mar. 11, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and cash equivalents | $ 26,505,000 | $ 104,943,000 | |
Restricted cash | $ 22,000 | 95,000 | 95,000 |
Short-term investments | 0 | 149,090,000 | |
Inventory | 18,083,000 | 8,857,000 | |
Notes receivable, current | 2,146,000 | 3,114,000 | |
Other current assets | 8,506,000 | 2,716,000 | |
Total current assets | 55,335,000 | 268,815,000 | |
Long-term investments | 4,499,000 | 3,844,000 | |
Notes receivable, non-current | 79,479,000 | 27,431,000 | |
Capital assets, net | 106,047,000 | 45,043,000 | |
Operating lease right-of-use assets | 51,950,000 | 0 | |
Intangible assets, net | 285,972,000 | 153,953,000 | |
Goodwill | 105,757,000 | 32,116,000 | |
Deferred acquisition costs and deposits | 0 | 22,100,000 | |
Other non-current assets | 2,638,000 | 1,280,000 | |
Total non-current assets | 636,342,000 | 285,767,000 | |
TOTAL ASSETS | 691,677,000 | 554,582,000 | |
Accounts payable and accrued liabilities | 32,459,000 | 5,337,000 | |
Taxes payable | 4,740,000 | 962,000 | |
Interest payable | 291,000 | 541,000 | |
Operating lease liability, current | 2,759,000 | 0 | |
Debt, current | 21,000 | 15,300,000 | 15,144,000 |
Other current liabilities | 1,604,000 | 10,875,000 | |
Total current liabilities | 57,153,000 | 32,859,000 | |
Debt, non-current | $ 100,000 | 28,186,000 | 491,000 |
Operating lease liability, non-current | 47,522,000 | 0 | |
Deferred tax liability | 63,997,000 | 33,827,000 | |
Other liabilities | 25,000 | 1,129,000 | |
Total non-current liabilities | 139,730,000 | 35,447,000 | |
TOTAL LIABILITIES | 196,883,000 | 68,306,000 | |
Common Stock, Value, Issued | 0 | 0 | |
Additional paid-in capital | 615,678,000 | 414,757,000 | |
Treasury stock, 842 SVS held in treasury | (21,054,000) | (21,054,000) | |
Accumulated deficit | (188,617,000) | (38,349,000) | |
Total Acreage Shareholders' equity | 406,007,000 | 355,354,000 | |
Non-controlling interests | 88,787,000 | 130,922,000 | |
TOTAL EQUITY | 494,794,000 | 486,276,000 | |
TOTAL LIABILITIES AND EQUITY | $ 691,677,000 | $ 554,582,000 |
Statements of Financial Posit_2
Statements of Financial Position Paranthetical - $ / shares shares in Thousands, $ / shares in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Treasury Stock, Common, Shares | 842 | 842 |
Common Stock, No Par Value | $ 0 | $ 0 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenues, net | $ 74,109,000 | $ 21,124,000 | $ 7,743,000 | |
Total cost of goods sold | (43,665,000) | (11,704,000) | (4,308,000) | |
Gross profit | 30,444,000 | 9,420,000 | 3,435,000 | |
General and administrative | $ 120 | 56,224,000 | 18,647,000 | 4,560,000 |
Compensation expense | 42,061,000 | 15,356,000 | 3,853,000 | |
Equity-based compensation expense | 97,538,000 | 11,230,000 | 1,837,000 | |
Marketing | 5,009,000 | 1,571,000 | 212,000 | |
Asset Impairment Charges | 13,463,000 | 0 | 0 | |
Depreciation and amortization | 7,593,000 | 3,749,000 | 20,000 | |
Total operating expenses | 221,888,000 | 50,553,000 | 10,482,000 | |
Net operating loss | (191,444,000) | (41,133,000) | (7,047,000) | |
Income (loss) from investments, net | (480,000) | 21,777,000 | 406,000 | |
Interest income from loans receivable | 3,978,000 | 1,178,000 | 330,000 | |
Interest expense | (1,194,000) | (4,617,000) | (1,215,000) | |
Other loss, net | (1,033,000) | (7,930,000) | (1,040,000) | |
Total other income (loss) | 1,271,000 | 10,408,000 | (1,519,000) | |
Loss before income taxes | (190,173,000) | (30,725,000) | (8,566,000) | |
Income tax expense | (4,989,000) | (1,536,000) | (970,000) | |
Net loss | (195,162,000) | (32,261,000) | (9,536,000) | |
Less: net loss attributable to non-controlling interests | (44,894,000) | (4,778,000) | (993,000) | |
Net loss attributable to Acreage Holdings, Inc. | $ (150,268,000) | $ (27,483,000) | $ (8,543,000) | |
Net loss per share attributable to Acreage Holdings, Inc. - basic and diluted: | $ (1.74) | $ (0.41) | $ (0.19) | |
Weighted average shares outstanding - basic and diluted | 86,185 | 66,699 | 45,076 | |
Retail [Member] | ||||
Total revenues, net | $ 54,401,000 | $ 17,475,000 | $ 7,743,000 | |
Total cost of goods sold | (33,844,000) | (10,038,000) | (4,308,000) | |
Wholesale [Member] | ||||
Total revenues, net | 18,539,000 | 2,969,000 | 0 | |
Total cost of goods sold | (9,821,000) | (1,666,000) | 0 | |
Other [Member] | ||||
Total revenues, net | $ 1,169,000 | $ 680,000 | $ 0 |
Statements of Shareholders' Equ
Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | HSCP LLC Membership Units | Pubco Shares (as converted) | Share Capital | Treasury Stock | Accumulated Deficit | Shareholders' Equity | Non-controlling Interests |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2016 | $ 28,941 | $ 26,697 | $ 0 | $ (2,318) | $ 24,379 | $ 4,562 | ||
Shares, Issued at Dec. 31, 2016 | 40,000 | 0 | ||||||
Issuance of Class C units, value | 630 | 630 | 0 | 0 | 630 | 0 | ||
Issuance of Class C units, shares | 6,000 | 0 | ||||||
Interest expense settled with PIK units | 605 | 605 | 0 | 0 | 605 | 0 | ||
PIK Interest - Shares | 125 | 0 | ||||||
Proceeds from Noncontrolling Interests | 6,461 | 0 | 0 | 0 | 0 | 6,461 | ||
Equity-based compensation expense and related issuances | 1,522 | 1,522 | 0 | 0 | 1,522 | 0 | ||
Equity-based compensation shares | 3,250 | 0 | ||||||
Net loss | (9,536) | 0 | 0 | (8,543) | (8,543) | (993) | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2017 | 28,623 | 29,454 | 0 | (10,861) | 18,593 | 10,030 | ||
Shares, Issued at Dec. 31, 2017 | 49,375 | 0 | ||||||
Issuance of Class D Units, value | 105,514 | 105,514 | 0 | 0 | 105,514 | 0 | ||
Issuance of Class D units, shares | 17,018 | 0 | ||||||
Issuance of Class E units, value | 116,124 | 116,124 | 0 | 0 | 116,124 | 0 | ||
Issuance of Class E units, shares | 19,352 | 0 | ||||||
Interest expense settled with PIK units | 1,912 | 1,912 | 0 | 0 | 1,912 | 0 | ||
PIK Interest - Shares | 330 | 66 | ||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 30,759 | 30,759 | 0 | 0 | 30,759 | 0 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,473 | 6,473 | 0 | |||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 3,285 | 3,285 | 0 | 0 | 3,285 | 0 | ||
Redemption of membership units at RTO, shares | (66,820) | 65,978 | ||||||
Redemption of membership units at RTO, value | (20,774) | 280 | (21,054) | 0 | (20,774) | 0 | ||
RTO-related issuances, net, value | 298,004 | 298,004 | 0 | 0 | 298,004 | 0 | ||
NCI adjustments for changes in ownership, shares | (27,340) | 0 | ||||||
NCI adjustments for changes in ownership, value | 0 | (133,943) | 0 | 0 | (133,943) | 133,943 | ||
Establishment of deferred tax liability at RTO | (30,175) | (30,175) | 0 | 0 | (30,175) | 0 | ||
RTO-related issuances, net, shares | 0 | 12,626 | ||||||
Proceeds from Noncontrolling Interests | 2,767 | 0 | 0 | 0 | 0 | 2,767 | ||
Noncontrolling Interest, Increase from Business Combination | 7,241 | 0 | 0 | 0 | 0 | 7,241 | ||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | (34,103) | (21,798) | 0 | 0 | (21,798) | (12,305) | ||
Other equity transactions | (1,555) | 4,426 | 0 | (5) | 4,421 | (5,976) | ||
Stock Issued During Period, Shares, Other | 0 | 398 | ||||||
Equity-based compensation expense and related issuances | 10,915 | 10,915 | 0 | 0 | 10,915 | 0 | ||
Equity-based compensation shares | 1,612 | 96 | ||||||
Net loss | (32,261) | 0 | 0 | (27,483) | (27,483) | (4,778) | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2018 | 486,276 | 414,757 | (21,054) | (38,349) | 355,354 | 130,922 | ||
Shares, Issued at Dec. 31, 2018 | 0 | 79,164 | ||||||
NCI adjustments for changes in ownership, shares | 0 | 2,784 | ||||||
NCI adjustments for changes in ownership, value | 0 | (2,766) | 0 | 0 | (2,766) | 2,766 | ||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (4,363) | 0 | 0 | 0 | 0 | (4,363) | ||
Stock Issued During Period, Value, Acquisitions | 109,104 | 104,748 | 0 | 0 | 104,748 | 4,356 | ||
Stock Issued During Period, Shares, Acquisitions | 0 | 5,364 | ||||||
Other equity transactions | 11,707 | 11,707 | 0 | 0 | 11,707 | 0 | ||
Stock Issued During Period, Shares, Other | 0 | 589 | ||||||
Equity-based compensation expense and related issuances | 87,232 | 87,232 | 0 | 0 | 87,232 | 0 | ||
Equity-based compensation shares | 0 | 2,745 | ||||||
Net loss | (195,162) | 0 | 0 | (150,268) | (150,268) | (44,894) | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2019 | $ 494,794 | $ 615,678 | $ (21,054) | $ (188,617) | $ 406,007 | $ 88,787 | ||
Shares, Issued at Dec. 31, 2019 | 0 | 90,646 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (195,162) | $ (32,261) | $ (9,536) |
Adjustments for: | |||
Depreciation and amortization | 7,593 | 3,749 | 20 |
Equity-settled expenses, including compensation | 102,898 | 19,360 | 1,837 |
Gain on sale of investment | 0 | (1,500) | 0 |
Loss on disposal of capital assets | 363 | 0 | 0 |
Asset Impairment Charges | 13,463 | 0 | 0 |
Non-cash interest expense | 67 | 2,838 | 737 |
Operating lease expense, non-cash | 1,684 | 0 | 0 |
Deferred tax (income) expense | (3,844) | (56) | 0 |
Non-cash (income) loss from investments, net | 1,272 | (19,340) | (255) |
Other non-cash (income) expense, net | (2,394) | 469 | 4 |
Change, net of acquisitions in: | |||
Inventory | (6,941) | (3,641) | (155) |
Other assets | (5,053) | (3,075) | (503) |
Interest receivable | (4,002) | (1,208) | (258) |
Accounts payable and accrued liabilities | 17,217 | 95 | 1,503 |
Taxes payable | 3,778 | (152) | 705 |
Interest payable | (250) | 398 | 143 |
Other liabilities | (1,568) | (1,212) | 201 |
Net cash used in operating activities | (70,879) | (35,536) | (5,557) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of capital assets | (47,085) | (22,351) | (4,704) |
Investments in notes receivable | (39,145) | (15,483) | (3,823) |
Collection of notes receivable | 3,164 | 4,519 | 0 |
Cash paid for long-term investments | (4,158) | (2,201) | (10,985) |
Proceeds from sale of investment | 0 | 9,634 | 0 |
Proceeds from sale of capital assets | 172 | 0 | 0 |
Business acquisitions, net of cash acquired | (21,205) | (32,147) | 0 |
Purchases of intangible assets | (58,488) | (6,445) | (200) |
Deferred acquisition costs and deposits | 2,076 | (22,675) | 0 |
Distributions from investments | 232 | 141 | 330 |
Proceeds from (purchase of) short-term investments | 149,828 | (148,684) | 0 |
Net cash used in investing activities | (14,609) | (235,692) | (19,382) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from Related Party Debt | 15,000 | 0 | 0 |
Sale Leaseback Transaction, Net Proceeds, Financing Activities | 19,052 | 0 | 0 |
Proceeds from issuance of membership units, net | 0 | 116,890 | 0 |
Proceeds from issuance of subscription receipts, net | 0 | 298,644 | 0 |
Proceeds from convertible note, net of deferred costs | 0 | 0 | 29,701 |
Settlement of taxes withheld | (10,306) | (21,054) | 0 |
Purchase of non-controlling interest | 0 | (19,643) | 0 |
Repayment of debt | (12,333) | (17,838) | (19) |
Capital contributions (distributions) - non-controlling interests, net | (4,363) | 2,767 | 6,461 |
Net cash provided by financing activities | 7,050 | 359,766 | 36,143 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (78,438) | 88,538 | 11,204 |
Cash, cash equivalents and restricted cash - Beginning of period | 105,038 | 16,500 | 5,296 |
Cash, cash equivalents and restricted cash - End of period | $ 26,600 | $ 105,038 | $ 16,500 |
Statements of Cash Flows Supple
Statements of Cash Flows Supplemental Disclosures - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Interest paid - non-lease | $ 685 | $ 1,381 | $ 335 |
Income taxes paid | 4,555 | 1,744 | 101 |
OTHER NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Capital assets not yet paid for | 8,188 | 393 | 5,717 |
Issuance of Class D units for land | 0 | 2,600 | 0 |
Issuance of SVS for operating lease | $ 3,353 | $ 0 | $ 0 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Nature of Operations [Abstract] | |
Nature of Operations [Text Block] | NATURE OF OPERATIONS Acreage Holdings, Inc. (the “Company”, “Pubco” or “Acreage”) was originally incorporated under the Business Corporations Act (Ontario) on July 12, 1989 as Applied Inventions Management Inc. On August 29, 2014, the Company changed its name to Applied Inventions Management Corp. The Company continued into British Columbia and changed its name to Acreage Holdings, Inc. on November 9, 2018. The Company’s Subordinate Voting Shares are listed on the Canadian Securities Exchange under the symbol “ACRG.U”, quoted on the OTCQX under the symbol “ACRGF” and traded on the Frankfurt Stock Exchange under the symbol “0VZ”. The Company owns, manages and operates cannabis cultivation facilities, dispensaries and other cannabis-related companies across the United States (“U.S.”). High Street Capital Partners, LLC, a Delaware limited liability company doing business as Acreage Holdings (“HSCP”), was formed on April 29, 2014. The Company became the indirect parent of HSCP on November 14, 2018 in connection with a reverse takeover (“RTO”) transaction described below. The comparative amounts presented for the year ended December 31, 2017 are those of HSCP. The Company’s corporate office and principal place of business is located at 366 Madison Avenue, 11th Floor, New York, New York in the U.S. The Company’s registered and records office address is Suite 2800, Park Place, 666 Burrard Street, Vancouver, British Columbia in Canada. The RTO transaction On September 21, 2018, the Company, HSCP, HSCP Merger Corp. (a wholly-owned subsidiary of Pubco) (“Subco”), Acreage Finco B.C. Ltd. (a special purpose corporation) (“Finco”), Acreage Holdings America, Inc. (“USCo”) and Acreage Holdings WC, Inc. (“USCo2”) entered into a combination agreement (the “Agreement”) whereby the parties agreed to combine their respective businesses, which would result in the reverse takeover of Pubco by the security holders of HSCP, which was deemed to be the accounting acquiror. On November 14, 2018, the parties to the Agreement completed the RTO. The RTO was structured as a series of transactions, including a Canadian three-cornered amalgamation transaction and a series of U.S. reorganization steps. In connection with the Agreement, Pubco changed its name from “Applied Inventions Management Corp.” to “Acreage Holdings, Inc.” On November 15, 2018, Pubco’s SVS were listed and began trading on the Canadian Securities Exchange under ticker symbol “ACRG.U”. Immediately prior to the completion of the RTO, Finco completed a brokered and a non-brokered subscription receipt financing at a price of $25.00 per subscription receipt for aggregate gross proceeds to Finco of approximately $314,000 (the “Financing”). In connection with the Financing, Pubco paid a cash fee to the agents under the offering (the “Agents”) equal to 6.0% of the gross proceeds of the brokered portion of the Financing (such cash fee was reduced to 2.5% in respect of sales to certain subscribers) and a financial advisory fee in the amount of $3,000 in connection with the non-brokered portion of the Financing. As additional consideration, the Agents were granted broker warrants entitling them to subscribe for that number of common shares of FinCo (the “FinCo Shares”) as was equal to 2.0% of the number of subscription receipts issued under the brokered portion of the Financing (such number of broker warrants was reduced to 1.5% in respect of sales to certain subscribers). Upon completion of the RTO, each compensation option issued by Finco was exchanged for an equal number of broker warrants of Pubco, each of which is exercisable for one Subordinate Voting Share of Pubco (subject to any necessary adjustments) at a price of $25.00 per share for a period of 24 months following the date of exchange. As part of the RTO, Pubco, Subco and FinCo were parties to a three-cornered amalgamation (the “Amalgamation”), pursuant to which the shareholders of FinCo (being the investors in the Financing after automatic conversion of their subscription receipts into FinCo Shares) received SVS of Pubco in exchange for their FinCo Shares. Immediately following the Amalgamation, the entity resulting from the Amalgamation, HSCP Merger Corp. (“Amalco”), was dissolved and liquidated, in accordance with which all of the assets of Amalco were distributed to Pubco. Refer to Note 11 for further discussion. Canopy Growth Corporation transaction On June 27, 2019, the Company and Canopy Growth Corporation (“Canopy Growth” or “CGC”) finalized an Arrangement Agreement wherein Canopy Growth was granted an option to acquire all outstanding shares of the Company, with a requirement to do so upon the occurrence of a Triggering Event. Refer to Note 13 for further discussion. COVID-19 In December 2019, a novel strain of coronavirus (“COVID-19”) emerged in Wuhan, China. Since then, it has spread to several other countries and infections have been reported around the world. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. In response to the outbreak, governmental authorities in the United States, Canada and internationally have introduced various recommendations and measures to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, quarantines, self-isolations, shelters-in-place and social distancing. The COVID-19 outbreak and the response of governmental authorities to try to limit it are having a significant impact on the private sector and individuals, including unprecedented business, employment and economic disruptions. The continued spread of COVID-19 in the United States, Canada and globally could have an adverse impact on our business, operations and financial results, including through disruptions in our cultivation and processing activities, supply chains and sales channels, as well as a deterioration of general economic conditions including a possible national or global recession. Shelter-in-place orders and social distancing practices designed to limit the spread of COVID-19 may affect our retail business. Due to the speed with which the COVID-19 situation is developing and the uncertainty of its magnitude, outcome and duration, it is not possible to estimate its impact on our business, operations or financial results; however, the impact could be material. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and going concern The accompanying consolidated financial statements have been prepared on a going concern basis which implies we will continue to meet our obligations for the next twelve months as of the date these financial statements are issued. As reflected in the financial statements, the Company had an accumulated deficit and a negative net working capital (current liabilities greater than current assets) as of December 31, 2019, as well as a net loss and negative cash flow from operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. However, management believes that substantial doubt of our ability to meet our obligations for the next twelve months from the date these financial statements were issued has been alleviated due to, but not limited to, (i) capital raised between January and March 2020, (ii) access to future capital commitments (see Note 17), (iii) continued sales growth from our consolidated operations, (iv) latitude as to the timing and amount of certain operating expenses as well as capital expenditures, (v) restructuring plans that have already been put in place to improve the Company’s profitability, and (vi) the Standby Equity Distribution Agreement described in Note 17 of the Consolidated Financial Statements. If the Company is unable to raise additional capital whenever necessary, it may be forced to decelerate or curtail its footprint buildout or other operational activities until such time as additional capital becomes available. Such limitation of the Company’s activities would allow it to slow its rate of spending and extend its use of cash until additional capital is raised. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. Management also cannot provide any assurance as to unforeseen circumstances that could occur at any time within the next twelve months or thereafter which could increase our need to raise additional capital on an immediate basis. Use of estimates The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the dates presented and the reported amounts of revenues and expenses during the periods presented. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include the fair value of assets acquired and liabilities assumed in business combinations, assumptions relating to equity-based compensation expense, estimated useful lives for property, plant and equipment and intangible assets, the valuation allowance against deferred tax assets and the assessment of potential impairment charges on goodwill, intangible assets and investments in equity and notes receivable. Emerging growth company We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Functional and presentation currency The consolidated financial statements and the accompanying notes are expressed in U.S. dollars. Financial metrics are presented in thousands. Other metrics, such as shares outstanding, are presented in thousands unless otherwise noted. Basis of consolidation Our consolidated financial statements include the accounts of Acreage, its subsidiaries and variable interest entities (“VIEs”) where we are considered the primary beneficiary, if any, after elimination of intercompany accounts and transactions. Investments in business entities in which Acreage lacks control but is able to exercise significant influence over operating and financial policies are accounted for using the equity method. Our proportionate share of net income or loss of the entity is recorded in Income (loss) from investments, net in the Consolidated Statements of Operations. VIEs In determining whether we are the primary beneficiary of a VIE, we assess whether we have the power to direct matters that most significantly impact the activities of the VIE and have the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. There were no material consolidated VIEs as of December 31, 2019 or 2018 . Non-controlling interests (“NCI”) Non-controlling interests represent ownership interests in consolidated subsidiaries by parties that are not shareholders of Pubco. They are shown as a component of Total equity in the Consolidated Statements of Financial Position, and the share of loss attributable to non-controlling interests is shown as a component of Net loss in the Consolidated Statements of Operations. Changes in the parent company’s ownership that do not result in a loss of control are accounted for as equity transactions. Cash and cash equivalents The Company defines cash equivalents as highly liquid investments held for the purpose of meeting short-term cash commitments that are readily convertible into known amounts of cash, with original maturities of three months or less. The Company maintains cash with various U.S. banks and credit unions with balances in excess of the Federal Deposit Insurance Corporation and National Credit Union Share Insurance Fund limits, respectively. The failure of a bank or credit union where the Company has significant deposits could result in a loss of a portion of such cash balances in excess of the insured limit, which could materially and adversely affect the Company’s business, financial condition, results of operations and the market price of the Company’s Subordinate Voting Shares. Restricted cash Restricted cash represents funds contractually held for specific purposes and, as such, not available for general corporate purposes. Investments The Company classifies its short-term investments in debt securities as held-to-maturity and accounts for them at amortized cost. Due to the short maturities, the carrying value approximates fair value. Refer to Note 5 for more information. The Company accounts for long-term equity investments in which we are able to exercise significant influence, but do not have control over, using the equity method. On January 1, 2018, we early adopted Accounting Standards Update (“ASU”) 2016-01 - Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which, among other provisions, requires the equity investments not accounted for using the equity method to be carried at fair value, with changes recognized in net income (“FV-NI”). For investments not accounted for using the equity method without a readily determinable fair value, a measurement alternative is available, allowing measurement at cost, less any impairment plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. There was no change to the Company’s accounting for investments, as it elected the measurement alternative for all former cost method investments. Refer to Note 5 for further discussion. Inventory The Company’s inventories include the direct costs of seeds and growing materials, indirect costs such as utilities, labor, depreciation and overhead costs, and subsequent costs to prepare the products for ultimate sale, which include direct costs such as materials and indirect costs such as utilities and labor. All direct and indirect costs related to inventory are capitalized when they are incurred, and they are subsequently classified to Cost of goods sold in the Consolidated Statements of Operations. Inventory is valued at the lower of cost and net realizable value, defined as estimated selling price in the ordinary cost of business, less costs of disposal. The Company measures inventory cost using specific identification for its retail inventory and the average cost method for its cultivation inventory. Fair value of financial instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC 820 - Fair Value Measurements. ASC 820 utilizes a fair value hierarchy that reflects the significance of the inputs used to make the measurements. The hierarchy is summarized as follows: • Level 1 - quoted prices (unadjusted) that are in active markets for identical assets or liabilities • Level 2 - inputs that are observable for the asset or liability, either directly (prices) for similar assets or liabilities in active markets or indirectly (derived from prices) for identical assets or liabilities in markets with insufficient volume or infrequent transactions • Level 3 - inputs for assets or liabilities that are not based upon observable market data There were no material transfers in or out of Level 3 during the years ended December 31, 2019, 2018 and 2017. The Company did not have any liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018. The Company’s has Level 3 assets in equity-method investments and investments carried at FV-NI utilizing net asset value per share. Changes in fair value measurements categorized in Level 3 of the fair value hierarchy are analyzed each reporting period based on changes in estimates or assumptions and recorded as appropriate. Notes receivable The Company provides financing to various related and non-related businesses within the cannabis industry. These notes are classified as held for investment and are accounted for as financial instruments in accordance with ASC 310. The Company recognizes impairment on notes receivable when, based on all available information, it is probable that a loss has been incurred based on past events and conditions existing at the date of the financial statements. No impairment losses were recognized in the years ended December 31, 2019 or 2018 . Capital assets Capital assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Land and construction in process are not depreciated. Depreciation is calculated using the straight-line method for all other asset classes. The estimated useful life of buildings range from 10 to 40 years, and the estimated useful life of furniture, fixtures and equipment range from 3 to 10 years. Leasehold improvements are amortized using the straight-line method over the shorter of their useful lives or the life of the lease. Repair and maintenance costs are expensed as incurred. When capital assets are disposed of, the related cost and accumulated depreciation are removed and a gain or loss is included in the Consolidated Statements of Operations. Leases On January 1, 2019, the Company early adopted ASU 2016-02 Leases (Topic 842) using the modified retrospective approach. The Company elected the package of practical expedients contained in the new standard which, among other provisions, allows companies to retain existing lease classification under Topic 840 at transition. As such, there will be minimal impact on the Company’s Consolidated Statement of Operations. The Company has also made an accounting policy election to not recognize right of use assets or lease liabilities for leases with an initial term of 12 months or less, and to continue recognizing the related expense in the Consolidated Statement of Operations on a straight-line basis over the lease term. Sale-leasebacks are assessed to determine whether a sale has occurred under ASC 606. If a sale is determined not to have occurred, the underlying “sold” assets are not derecognized and a financing liability is established in the amount of cash received. At such time that the lease expires, the assets are then derecognized along with the financing liability, with a gain recognized on disposal for the difference between the two amounts, if any. On the date of adoption, the Company recognized right of use assets and lease liabilities on its Consolidated Balance Sheet, which reflect the present value of the Company's current minimum lease payments over the lease terms, which include options that are reasonably certain to be exercised, discounted using the Company’s incremental borrowing rate. Refer to Note 8 for further discussion. Intangible assets Intangible assets such as management contracts are amortized over their estimated useful lives, while indefinite-lived intangibles such as cannabis licenses are not amortized. Convertible debt The Company assesses its financial instruments for embedded features that may require bifurcation from their host. If the embedded features do not meet the criteria for bifurcation, the convertible instrument is accounted for as a single hybrid instrument. Business combinations The Company’s growth strategy includes acquisition of retail, cultivation, processing and other cannabis related companies, the primary purpose of which is to continue to build a diversified portfolio of assets in the U.S. cannabis sector. These business combinations are accounted for using the acquisition method on the date that control is transferred. The consideration transferred in the acquisition is measured at fair value, along with identifiable net assets acquired. Subordinate Voting Shares issued are valued based on the closing price on the Canadian Securities Exchange. Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets or liabilities of an acquired business and represents expected synergies associated with the acquisition such as the benefits of assembled workforces, expected earnings and future market development. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Based on the Company’s tax status discussed below, goodwill is not expected to be deductible for income tax purposes. A bargain purchase gain is recognized when the excess of the purchase price over the fair value of the net identifiable assets or liabilities acquired is negative. The Company expenses transaction costs, other than those associated with the issue of debt or equity securities, in connection with a business combination as incurred. The Company measures non-controlling interests acquired, if any, at acquisition date fair value. Impairment of long-lived assets Goodwill and indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired. Goodwill and indefinite-lived intangible assets are tested at the individual business level. The Company may first assess qualitative factors and, if it determines it is more likely than not that the fair value is less than the carrying value, then proceed to a quantitative test if necessary. Finite-lived intangible assets and other long-lived assets are tested for impairment based on undiscounted cash flows when events or changes in circumstances indicate that the carrying amount may not be recoverable. Income taxes The Company will be treated as a U.S corporation for U.S. federal income tax purposes under U.S. Internal Revenue Code (“IRC”) Section 7874 and be subject to U.S. federal income tax. However, for Canadian tax purposes, the Company is expected, regardless of any application of IRC Section 7874, to be treated as a Canadian resident company (as defined in the Income Tax Act (Canada)) for Canadian income tax purposes. As a result, the Company will be subject to taxation both in Canada and the U.S. Notwithstanding the foregoing, it is management’s expectation that the Company’s activities will be conducted in such a manner that income from operations will not be subjected to double taxation. HSCP operates in the U.S. as a limited liability company that is treated as a partnership for U.S. federal, state and local income tax purposes. As a result, HSCP’s income from its U.S. operations is not subject to U.S. federal income tax because the income is attributable to its members. Accordingly, the Company’s U.S. tax provision is based on the portion of HSCP’s income attributable to the Company and excludes the income attributable to other members of HSCP, whose income is included in Net loss attributable to non-controlling interests in the Consolidated Statements of Operations. In addition, the Company also records a tax provision for the corporate entities owned directly by HSCP. Income tax expense is recognized in the Consolidated Statements of Operations. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years. Deferred tax assets and liabilities and the related deferred tax expense or recovery are recognized for deferred tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs. A deferred tax asset is recognized to the extent that it is probable that future taxable income will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current assets against current tax liabilities and when they relate to income taxes levied by the same taxing authority and the Company intends to settle its current tax assets and liabilities on a net basis. Certain Acreage subsidiaries are subject to IRC Section 280E. This section disallows deductions and credits attributable to a trade or business of trafficking in controlled substances. Under U.S. law, marijuana is a Schedule I controlled substance. Revenue recognition The Company early adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) on January 1, 2018. The new standard provides for a single model that applies to all contracts with customers with two types of recognition: at a point in time or over time. The Company has applied Topic 606 retrospectively for all periods presented and determined that there is no change to the comparative periods or transitional adjustments required as a result of adoption. The Company’s accounting policy for revenue recognition under Topic 606 is as follows: 1. Identify the contract with a customer; 2. Identify the performance obligation(s); 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligation(s); 5. Recognize revenue when/as performance obligation(s) are satisfied. Revenue from the direct sale of cannabis to customers for a fixed price is recognized when the Company transfers control of the good to the customer. The Company disaggregates its revenues from the direct sale of cannabis to customers on the Statements of Operations as Retail revenue, net and Wholesale revenue, net . Revenue from management contracts is recognized over time as the management services are provided. The Company provides management services to other cannabis companies for a fee structure that varies based on the contract. The services that may be provided are broadly defined and span the entire scope of the business. The Company evaluates the nature of its promise to the customer in these contracts and determines that its promise is to provide a management service. The service comprises various activities that may vary each day (such as support for cultivation, finance, accounting, human resources, retail, etc.). The Company disaggregates its management contract revenue on the Statements of Operations as Other revenue, net . Amounts disclosed as revenue are net of allowances, discounts and rebates. Equity-settled payments The Company issues equity-based awards to employees and non-employee directors for services. The Company measures these awards based on their fair value at the grant date and recognizes compensation expense over the requisite service period. The Company generally issues new shares to satisfy conversions, option and warrant exercises, and RSU vests. Forfeitures are accounted for as they occur. Loss per share Net loss per share represents the net loss attributable to shareholders divided by the weighted average number of shares outstanding during the period on an as converted basis. Basic and diluted loss per share are the same as of December 31, 2019 , 2018 and 2017, as the issuance of shares upon conversion, exercise or vesting of outstanding units would be anti-dilutive in each period. There were 41,526 , 38,061 , and 0 anti-dilutive shares outstanding as of December 31, 2019, 2018 and 2017, respectively. Accounting Pronouncements Not Yet Adopted The following new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 2019 and have not been applied in preparing these consolidated financial statements: Financial Instruments In June 2016, the FASB issued ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which was subsequently revised by ASU 2018-19. The ASU introduces a new model for assessing impairment on most financial assets. Entities will be required to use a forward-looking expected loss model, which will replace the current incurred loss model, which will result in earlier recognition of allowance for losses. The ASU will be effective for the Company’s first interim period of fiscal 2023, and the Company is currently evaluating the impact of the new standard. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Acquisitions [Abstract] | |
Business Combination Disclosure [Text Block] | ACQUISITIONS During the year ended December 31, 2019 , the Company completed the following business combinations, and has allocated each purchase price as follows: Purchase Price Allocation Thames Valley (1) NCC (2) Form Factory (3) Total Assets acquired: Cash and cash equivalents $ 106 $ 696 $ 4,276 $ 5,078 Inventory 39 170 520 729 Other current assets 1 36 1,136 1,173 Capital assets, net — 539 3,988 4,527 Operating lease ROU asset — — 10,477 10,477 Goodwill 3,596 4,192 65,303 73,091 Intangible assets - cannabis licenses 14,850 2,500 40,372 57,722 Intangible assets - customer relationships — — 4,600 4,600 Intangible assets - developed technology — — 3,100 3,100 Other non-current assets — 25 403 428 Liabilities assumed: Accounts payable and accrued liabilities (121 ) (24 ) (1,572 ) (1,717 ) Other current liabilities — (621 ) (74 ) (695 ) Debt — — (494 ) (494 ) Operating lease liability — — (10,477 ) (10,477 ) Deferred tax liability (3,399 ) (461 ) (14,519 ) (18,379 ) Other liabilities — (175 ) (23 ) (198 ) Fair value of net assets acquired $ 15,072 $ 6,877 $ 107,016 $ 128,965 Consideration paid: Cash $ 15,072 $ — $ 3,711 $ 18,783 Deferred acquisition costs and deposits — 100 — 100 Subordinate Voting Shares — 3,948 95,266 99,214 Settlement of pre-existing relationship — 830 8,039 8,869 Fair value of previously held interest — 1,999 — 1,999 Total consideration $ 15,072 $ 6,877 $ 107,016 $ 128,965 Subordinate Voting Shares issued — 211 4,770 4,981 The operating results of the above acquisitions were not material to the periods presented. (1) On January 29, 2019, the Company acquired 100% of Thames Valley Apothecary, LLC (“Thames Valley”), a dispensary license holder in Connecticut. (2) On March 4, 2019, the Company acquired the remaining 70% ownership interest in NCC LLC (“NCC”), a dispensary license holder in Illinois. The market price used in valuing SVS issued was $18.70 per share. As a result of this acquisition, the previously held interest in NCC was re-measured, resulting in a gain of $999 , which was recorded in Income from investments, net in the Consolidated Statements of Operations during the year ended December 31, 2019 . (3) On April 16, 2019, the Company acquired 100% of Form Factory Holdings, LLC (“Form Factory”), a manufacturer and distributor of cannabis-based edibles and beverages. The Company expects to benefit primarily from utilizing the intangible assets acquired, which include cannabis licenses in California and Oregon, existing customer relationships, and developed technology, which will complement Acreage’s existing business and enable the Company to create and distribute proprietary brands of various types at scale. The useful life of the developed technology was determined to be 19 years , and the useful life of the customer relationships was determined to be 5 years . The market price used in valuing unrestricted SVS issued was $20.45 per share. Certain SVS are subject to clawback should certain indemnity conditions arise and as such, a discount for lack of marketability was applied that correlates to the period of time these shares are subject to restriction. The Company also recorded an expense of $2,139 in the Consolidated Statements of Operations for the year ended December 31, 2019 in connection with the acquisition of Form Factory that represents stock compensation fully vested on the acquisition date. 86 shares valued at $1,753 were issued and recorded in Other equity transactions on the Consolidated Statements of Shareholders’ Equity, with the remainder settled in cash. During the year ended December 31, 2018 , the Company completed the following business combinations, and has allocated each purchase price as follows: Purchase Price Allocation D&B (1) WPMC (2) PATCC (3) PWC (4) NYCANNA (5) PWCT (6) IGF (7) Total Assets acquired: Cash and cash equivalents $ 308 $ 62 $ 36 $ 19 $ 453 $ 662 $ 4 $ 1,544 Inventory 120 — — — 3,385 205 319 4,029 Other current assets — — — — 67 1 29 97 Notes receivable — 814 6,181 — — — — 6,995 Capital assets, net 24 — — 5,614 5,996 723 3,119 15,476 Goodwill 1,328 11,586 5,636 6,241 1,626 1,491 2,017 29,925 Intangible assets - cannabis licenses 13,100 — — 15,300 39,800 9,399 10,298 87,897 Intangible assets - management contracts — 31,200 6,401 — — — — 37,601 Other non-current assets 5 — — 123 69 7 — 204 Liabilities assumed: Accounts payable and accrued liabilities (382 ) (41 ) — (872 ) (1,153 ) (275 ) (41 ) (2,764 ) Deferred tax liability — — — (3,708 ) — — — (3,708 ) Other liabilities (3 ) — — — (49 ) — — (52 ) Fair value of net assets acquired $ 14,500 $ 43,621 $ 18,254 $ 22,717 $ 50,194 $ 12,213 $ 15,745 $ 177,244 Consideration paid: Cash paid in 2018 $ 250 $ 8,168 $ — $ 750 $ 13,833 $ 2,475 $ 8,215 $ 33,691 Cash paid in 2019 — — — — — — 7,500 $ 7,500 Class D units 3,100 11,200 14,964 21,046 21,575 7,122 — 79,007 Subordinate Voting Shares (“SVS”) — — — — — — 30 30 Seller’s notes (Note 10) 11,150 — 1,118 921 2,238 479 — 15,906 Fair value of previously held interest — 17,012 2,172 — 12,548 2,137 — 33,869 Fair value of non-controlling interest — 7,241 — — — — — 7,241 Total consideration $ 14,500 $ 43,621 $ 18,254 $ 22,717 $ 50,194 $ 12,213 $ 15,745 $ 177,244 Class D units/SVS issued 500 1,806 2,414 3,394 3,480 1,149 1 12,744 (1) On May 31, 2018, the Company acquired 100% of license holder D&B Wellness, LLC (“D&B”). (2) On May 31, 2018, the Company acquired 45% of management company The Wellness & Pain Management Connection LLC (“WPMC”), giving the Company an 84% controlling interest. The estimated useful life of the management contract is 18 years . As a result of this acquisition, the Company’s previously held equity method investment in WPMC was re-measured, resulting in a gain of $10,782 , which was recorded in Income from investments, net in the Consolidated Statements of Operations during the year ended December 31, 2018 . Subsequent to the acquisition, the Company acquired additional interests in WPMC. Refer to Note 11 for further discussion. (3) On July 3, 2018, the Company acquired the remaining 88% ownership interest in management company Prime Alternative Treatment Care Consulting, LLC (“PATCC”). The estimated useful life of the management contract is 10 years . As a result of this acquisition, the Company’s previously held equity method investment in PATCC was re-measured, resulting in a gain of $2,109 , which was recorded in Income from investments, net in the Consolidated Statements of Operations during the year ended December 31, 2018 . (4) On August 15, 2018, the Company acquired 100% of license holder Prime Wellness Center, Inc. (“PWC”), which was formerly managed by Prime Consulting Group, LLC (“PCG”), a management company in which the Company held an equity method investment. (5) On August 15, 2018, the Company acquired the remaining 75% ownership interest in license holder NYCANNA, LLC (“NYCANNA”). As a result of this acquisition, the Company’s previously held investment in NYCANNA, which did not have a readily determinable fair value, was re-measured, resulting in a gain of $1,954 , which was recorded in Income from investments, net in the Consolidated Statements of Operations during the year ended December 31, 2018 . (6) On September 13, 2018, the Company acquired the remaining 82% ownership interest in license holder Prime Wellness of Connecticut, LLC (“PWCT”). As a result of this acquisition, the Company’s previously held interest in PWCT, which did not have a readily determinable fair value, was re-measured, resulting in a gain of $387 , which was recorded in Income from investments, net in the Consolidated Statements of Operations during the year ended December 31, 2018 . (7) On November 21, 2018, the Company acquired 100% of In Grown Farms LLC 2 (“IGF”), a cultivation license holder in Illinois. $7,500 of cash consideration was deferred and paid in the year ended December 31, 2019 . Selected line items from the Company’s Consolidated Statement of Operations for the year ended December 31, 2018, adjusted as if the acquisitions of D&B and PWCT (deemed to be the only acquisitions with material operations in the period) had occurred on January 1, 2018, are presented below: Pro forma results (unaudited) Revenues, net Gross profit Net operating income (loss) Net income (loss) Consolidated results $ 21,124 $ 9,420 $ (41,133 ) $ (32,261 ) D&B/PWCT pre-acquisition 11,077 4,661 2,685 2,502 Pro forma results $ 32,201 $ 14,081 $ (38,448 ) $ (29,759 ) D&B/PWCT post-acquisition $ 8,357 $ 2,899 $ 1,791 $ 1,800 Deferred acquisition costs and deposits The Company makes advance payments to certain acquisition targets for which the transfer is pending certain regulatory approvals prior to the acquisition date. As of December 31, 2018 , the Company had the following deferred acquisition costs and deposits, which are expected to be offset against the consideration payable for the related future purchases. There were no deferred acquisition costs outstanding as of December 31, 2019 . Acquisition Target December 31, 2018 Nature’s Way Nursery of Miami, Inc. $ 12,000 Form Factory (1) 10,000 NCC 100 Deferred acquisition costs and deposits $ 22,100 (1) During the year ended December 31, 2019, the deferred acquisition deposit for Form Factory was converted to a line of credit. Upon acquisition of Form Factory, the Company recovered $2,076 of the deferred acquisition deposit not previously drawn against under the line of credit. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Intangibles and Goodwill [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | INTANGIBLE ASSETS AND GOODWILL Intangible assets The following table details our intangible asset balances by major asset classes: Intangibles December 31, 2019 December 31, 2018 Finite-lived intangible assets: Management contracts $ 52,438 $ 68,384 Customer relationships 4,600 — Developed technology 3,100 — 60,138 68,384 Accumulated amortization on finite-lived intangible assets: Management contracts (5,750 ) (3,128 ) Customer relationships (649 ) — Developed technology (114 ) — (6,513 ) (3,128 ) Finite-lived intangible assets, net 53,625 65,256 Indefinite-lived intangible assets Cannabis licenses 232,347 88,697 Total intangibles, net $ 285,972 $ 153,953 Modification of management contract On October 7, 2019, the Company modified the terms of its Management Service Agreement (“MSA”) with Greenleaf Apothecaries, LLC (“GLA”). As a result of this modification, the Company exchanged certain future cash flows under the MSA in exchange for a note receivable of $12,500 . In connection with this modification, the Company reduced the carrying value of the MSA by $10,106 , recorded a gain of $2,394 and reduced the associated deferred tax liability by $2,730 , with a corresponding increase to Other equity transactions in the Statements of Shareholders’ Equity. Impairment of intangible assets The Company recorded $9,514 of impairment on certain cannabis licenses and $3,949 of impairment on management contracts during the year ended December 31, 2019 resulting from its annual impairment testing. Purchases of intangible assets The Company determined that the below purchases of intangible assets did not qualify as business combinations as the entities were non-operational at the time of purchase. 2019 • On January 4, 2019, the Company purchased a vertically-integrated license in Florida to operate a cultivation and processing facility and up to 40 medical cannabis dispensaries by acquiring Acreage Florida, Inc. (formerly known as Nature’s Way Nursery of Miami, Inc.). Total consideration of $70,103 included: (i) $53,747 in cash, (ii) $12,000 of previously-paid deferred acquisition costs and (iii) $4,356 in HSCP units ( 198 units). The HSCP units issued were valued based on the market price of SVS (for which HSCP units are convertible) at the transaction date, which was $22.00 per share. In addition to the intangible asset purchased, the Company also acquired $361 of equipment, recorded in Capital assets, net and a $190 surety bond, recorded in Other non-current assets in the Consolidated Statements of Financial Position. A deferred tax liability of $16,049 was also recorded in connection with this purchase. • On July 2, 2019, the Company acquired Kanna, Inc. (“Kanna”), a dispensary license holder in Oakland, California, for total consideration of $7,525 which included: (i) $1,991 in cash and (ii) $5,534 in Subordinate Voting Shares ( 383 shares). A deferred tax liability of $2,316 was also recorded in connection with this purchase. The SVS issued were valued based on the market price at the transaction date, which was $15.81 per share. Certain SVS are subject to clawback should certain indemnity conditions arise and as such, a discount for lack of marketability was applied that correlates to the period of time these shares are subject to restriction. 2018 • On May 4, 2018, the Company obtained a management contract with a useful life of 20 years through acquisition of South Shore BioPharma, LLC (“SSBP”), a management company located in Massachusetts, for total consideration of $4,277 , which included: (i) $416 of cash, (ii) $1,805 in Class D units ( 291 units) and (iii) $2,056 in seller’s notes. • The Company entered into management contracts with GLA to operate five dispensaries, Greenleaf Therapeutics, LLC to operate a processing facility, and Greenleaf Gardens, LLC to operate a cultivation facility (together “Greenleaf”) on July 2, August 8 and December 20, 2018, respectively. The useful lives of the management contracts are 10 years . Total consideration of $23,272 consisted of: (i) $8,245 in cash ( $2,750 of which was paid in 2019), (ii) $5,494 in Class D units ( 886 units), (iii) $6,095 in seller’s notes and (iv) $3,438 in SVS ( 269 shares, valued at $12.84 per share, the closing price on the date of the cultivation facility management contract purchase). As part of this arrangement, the Company also issued a secured line of credit for use in build-out of the managed facilities (refer to Note 6 for further information). • On July 30, 2018, the Company purchased a management contract with a useful life of 7 years by acquiring the remaining 55% ownership interest in HSRC NorCal, LLC (“NorCal”). Total consideration of $7,409 included: (i) $534 in cash, $3,446 in Class D units ( 556 units), (iii) $86 settlement of pre-existing relationship and (iv) $3,343 fair value of previously held interest. As a result of this acquisition, the Company’s previously held equity method investment in NorCal was re-measured, resulting in a gain of $255 , which was recorded in Income from investments, net in the Consolidated Statements of Operations during the year ended December 31, 2018 . As part of this purchase, the Company also acquired a secured line of credit with an outstanding balance of $4,175 at the time of purchase for use in build-out of the managed facilities (refer to Note 6 for further information). Amortization expense recorded during the years ended December 31, 2019 , 2018 and 2017 was $5,276 , $3,128 and $0 , respectively. Expected annual amortization expense for existing intangible assets subject to amortization at December 31, 2019 is as follows for each of the next five fiscal years: Amortization of Intangibles 2020 2021 2022 2023 2024 Amortization expense $ 5,234 $ 5,234 $ 5,234 $ 5,234 $ 4,585 Goodwill The following table details the changes in the carrying amount of goodwill: Goodwill Total December 31, 2017 $ 2,191 Acquisitions 29,925 December 31, 2018 $ 32,116 Acquisitions 73,091 Adjustment to purchase price allocation 550 December 31, 2019 $ 105,757 During the year ended December 31, 2019 , the Company made final adjustments to the purchase price allocation with respect to certain acquisitions made during the year ended December 31, 2018 within the one-year measurement period. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments [Abstract] | |
Investment Holdings, Schedule of Investments [Text Block] | INVESTMENTS The carrying values of the Company’s investments in the Consolidated Statements of Financial Position as of December 31, 2019 and 2018 are as follows: Investments December 31, 2019 December 31, 2018 Total short-term investments $ — $ 149,090 Investments held at FV-NI 4,376 2,869 Equity method investments 123 975 Total long-term investments $ 4,499 $ 3,844 Income from investments, net in the Consolidated Statements of Operations during the years ended December 31, 2019 , 2018 and 2017 is as follows: Investment income Year Ended December 31, 2019 2018 2017 Short-term investments $ 738 $ 406 $ — Investments without readily determinable fair value — — 150 Investments held at FV-NI (2,218 ) 6,570 — Equity method investments 1,000 13,301 256 Gain from investments held for sale — 1,500 — Income from investments, net $ (480 ) $ 21,777 $ 406 Income from investments without readily determinable fair value for the year ended December 31, 2018 primarily resulted from the remeasurement of previously held investments at the time of acquisition, in which the Company previously had an investment carried at cost (prior to January 1, 2018) or for which the measurement alternative was elected (January 1, 2018 and beyond), as further discussed in Note 3. Income from equity method investments for the year ended December 31, 2018 was primarily driven by the remeasurement of previously held investments at the time of acquisition, as further discussed in Note 3. Short-term investments The Company from time to time invests in U.S. Treasury bills which are classified as held-to-maturity and measured at amortized cost. These range in original maturity from three to six months, and bear interest ranging from 2.2% - 2.4% . During the year ended December 31, 2019, short-term investments in U.S. Treasury bills in the amount of $149,828 matured. Investments in equity without readily determinable fair value (formerly cost method investments) The Company adopted ASU 2016-01 on January 1, 2018. Prior to adoption, investments in equity securities that did not give the Company significant influence over the investee were classified as cost method investments and held at their initial cost, assessed periodically for impairment. Upon adoption of ASU 2016-01, the Company elected to use the available measurement alternative for investments without readily determinable fair values (which are classified as Level 3 investments in the fair value hierarchy). The measurement alternative requires the investments to be held at cost and adjusted for impairment and observable price changes, if any. In October 2018, the Company resigned as a manager of Florida Wellness, LLC (“FLW”), an entity in which the Company owned 44% and consolidated due to control as manager. FLW in turn owned 15% of San Felasco Nurseries, LLC (“SFN”), which the Company classified as an investment carried at cost (prior to January 1, 2018) and for which the measurement alternative was elected (January 1, 2018 and beyond). In connection with its resignation, the Company exchanged its share of the investment in SFN for a note receivable of $2,028 . The Company also issued warrants to FLW and recognized expense of $1,423 during the year ended December 31, 2018, recorded in Income from investments, net in the Consolidated Statements of Operations. The remaining $4,775 interest in FLW as well as the NCI’s portion of a note receivable of $880 was eliminated through de-consolidation of the non-controlling interest in Other equity transactions in the Consolidated Statements of Shareholders’ Equity. Investments held at FV-NI The Company has investments in equity of several companies that do not result in significant influence or control. These investments are carried at fair value, with gains and losses recognized in the Consolidated Statements of Operations. Equity method investments The Company accounts for investments in which it can exert significant influence but does not control as equity method investments. As of December 31, 2019 and 2018, the Company’s equity method investments were not deemed significant to the Company’s financial statements and as such, additional disclosure is omitted. The Company purchased the remaining interests in the majority of its equity method investments during the year ended December 31, 2018. Refer to Notes 3 and 4 for further discussion. Investments held for sale In the fourth quarter of 2017, the Company initiated a plan to sell its equity interest in Compass Ventures, Inc., Greenhouse Compass, LLC, HSGH Properties, LLC and HSGH Properties Union, LLC (together, “Compass”). During the year ended December 31, 2018, the Company sold its investment in Compass for cash proceeds of $9,634 , recognizing a $1,500 net gain on the sale. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Notes Receivable [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTES RECEIVABLE Notes receivable as of December 31, 2019 and 2018 consisted of the following: December 31, 2019 December 31, 2018 Notes receivable $ 75,851 $ 27,920 Interest receivable 5,774 2,625 Total notes receivable $ 81,625 $ 30,545 Less: Notes receivable, current 2,146 3,114 Notes receivable, non-current $ 79,479 $ 27,431 Interest income on notes receivable during the years ended December 31, 2019 , 2018 and 2017 totaled $3,978 , $1,178 and $330 , respectively. Activity during the year ended December 31, 2019 On July 1, 2019, the Company entered into a $8,000 convertible note receivable with a west coast social equity program. Upon certain conditions related to a subsequent capital raise, the Company will obtain the right to convert its financing receivable to an ownership interest. The line of credit matures in June 2022 and bears interest at a rate of 8% per annum. On October 7, 2019, the Company recorded a note receivable of $12,500 in connection with the MSA modification described in Note 4. The note is payable monthly and bears interest at a rate of prime plus 10% for the unpaid portion of any monthly payments. The Company provides revolving lines of credit to several entities under management services agreements which make up the majority of its notes receivable. The relevant terms and balances are detailed below. Lines of Credit Balance as of Counterparty Maximum Obligation Interest Rate December 31, 2019 December 31, 2018 Greenleaf (1) $ 29,286 4.75% - 5% $ 22,569 $ 7,030 CWG Botanicals, Inc. ("CWG") (2) 12,000 8% 9,152 4,587 Compassionate Care Foundation, Inc. (“CCF”) (3) 12,500 18% 7,152 5,616 Prime Alternative Treatment Center, Inc. ("PATC") (4) 4,650 15% 4,650 4,650 Patient Centric of Martha’s Vineyard, Ltd. (“PCMV”) (5) 9,000 15% 5,758 856 Health Circle, Inc. (6) 8,000 15% 3,988 1,519 Total $ 75,436 $ 53,269 $ 24,258 (1) During the year ended December 31, 2018, the Company extended lines of credit to Greenleaf Apothecaries, LLC, Greenleaf Therapeutics, LLC and Greenleaf Gardens, LLC (together “Greenleaf”), which mature in June 2023. (2) The revolving line of credit due from CWG, the license holder managed by NorCal, matures in December 2021. (3) In September 2018, the Company entered into a management agreement to provide certain advisory and consulting services to Compassionate Care Foundation, Inc. (“CCF”) for a monthly fee based on product sales. Upon certain changes in New Jersey state laws to allow for-profit entities to hold cannabis licenses and certain regulatory approvals, the management agreement will terminate and any outstanding obligations on the line of credit will convert to a direct ownership interest in CCF, which will convert to a for-profit entity. On November 15, 2019, as a result of changes to state laws as described above, Acreage entered into a Reorganization Agreement with CCF, pursuant to which Acreage will acquire 100% of the equity interests in CCF, pending state approval. The outstanding amounts receivable under the line of credit will convert to 54% ownership, and the Company will pay $10,000 for the remaining 46% . (4) Prime Alternative Treatment Center, Inc. (“PATC”) is a non-profit license holder in New Hampshire to which the Company’s consolidated subsidiary PATCC provides management or other consulting services. The line of credit matures in August 2022. (5) In November 2018, the Company entered into a services agreement with Patient Centric of Martha’s Vineyard, Ltd. (“PCMV”). Upon certain changes in Massachusetts state laws, the management agreement would become convertible to an ownership interest in PCMV. The line of credit matures in November 2023. (6) Health Circle, Inc. is a non-profit license holder in Massachusetts managed by the Company’s consolidated subsidiary MA RMDS. The line of credit matures in November 2032. |
Capital Assets, net
Capital Assets, net | 12 Months Ended |
Dec. 31, 2019 | |
Capital Assets, net [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | CAPITAL ASSETS, net Net property and equipment consisted of: December 31, 2019 December 31, 2018 Land $ 9,839 $ 6,241 Building 34,522 14,364 Right-of-use asset, finance leases 5,954 — Construction in progress 17,288 5,569 Furniture, fixtures and equipment 21,019 8,156 Leasehold improvements 22,682 12,115 Capital assets, gross $ 111,304 $ 46,445 Less: accumulated depreciation (5,257 ) (1,402 ) Capital assets, net $ 106,047 $ 45,043 Depreciation of capital assets for the years ended December 31, 2019 , 2018 and 2017 includes $2,317 , $621 , and $20 of depreciation expense, and $1,556 , $724 , and $0 that was capitalized to inventory, respectively. Sale-leasebacks During the year ended December 31, 2019 , the Company sold and subsequently leased back several of its capital assets in a transaction with GreenAcreage Real Estate Corp. (“GreenAcreage”), a related party (refer to Note 14). The Company sold assets and subsequently leased them back for total proceeds of $19,052 . The subsequent leases met the criteria for finance leases, and as such, the transactions do not qualify for sale-leaseback treatment. The “sold” assets remain within land, building and leasehold improvements, as appropriate, for the duration of the lease and a financing liability equal to the amount of proceeds received is recorded within debt (see Note 10). Upon lease termination, the sale will be recognized by removing the remaining carrying values of the capital assets and financing liability, with any difference recognized as a gain. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | LEASES The Company adopted ASC 842 on January 1, 2019 by capitalizing operating and finance right-of-use assets totaling $11,718 and $383 , respectively. The Company leases land, buildings, equipment and other capital assets which it plans to use for corporate purposes and the production and sale of cannabis products. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and are expensed in the Consolidated Statements of Operations on the straight-line basis over the lease term. The Company does not have any material variable lease payments, and accounts for non-lease components separately from leases. Balance Sheet Information Classification December 31, 2019 Right-of-use assets Operating Operating lease right-of-use assets $ 51,950 Finance Capital assets, net 5,832 Total right-of-use assets $ 57,782 Lease liabilities Current Operating Operating lease liability, current $ 2,759 Financing Debt, current 49 Non-current Operating Operating lease liability, non-current 47,522 Financing Debt, non-current 6,083 Total lease liabilities $ 56,413 Statement of Operations Information Classification Year Ended Short-term lease expense General and administrative $ 1,262 Operating lease expense General and administrative 5,351 Finance lease expense: Amortization of right of use asset Depreciation and amortization 122 Interest expense on lease liabilities Interest expense 290 Sublease income Other loss, net (110 ) Net lease cost $ 5,653 Statement of Cash Flows Information Classification Year Ended Cash paid for operating leases Net cash used in operating activities $ 3,667 Cash paid for finance leases - interest Net cash used in operating activities $ 223 The Company’s rent expense during the years ended December 31, 2018 and 2017 was $1,604 and $703 , respectively. The following represents the Company’s future minimum payments required under existing leases with initial terms of one year or more as of December 31, 2019 : Maturity of lease liabilities Operating Leases Finance Leases 2020 $ 7,329 $ 832 2021 8,035 873 2022 7,884 893 2023 7,704 914 2024 7,396 936 Thereafter 49,921 18,740 Total lease payments $ 88,269 $ 23,188 Less: interest 37,988 17,056 Present value of lease liabilities $ 50,281 $ 6,132 Weighted average remaining lease term (years) 11 24 Weighted average discount rate 10% 14% |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory [Abstract] | |
Inventory Disclosure [Text Block] | INVENTORY December 31, 2019 December 31, 2018 Retail inventory $ 1,784 $ 1,101 Wholesale inventory 11,993 4,848 Cultivation inventory 3,021 2,400 Supplies & other 1,285 508 Total $ 18,083 $ 8,857 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt [Abstract] | |
Debt Disclosure [Text Block] | DEBT The Company’s debt balances consist of the following: Debt balances December 31, 2019 December 31, 2018 NCCRE loan $ 492 $ 511 Seller’s notes 2,810 15,124 Related party debt 15,000 — Financing liability 19,052 — Finance lease liabilities 6,132 — Total debt $ 43,486 $ 15,635 Less: current portion of debt 15,300 15,144 Total long-term debt $ 28,186 $ 491 The interest expense related to the Company’s debt during the years ended December 31, 2019 , 2018 and 2017 consists of the following: Interest Expense Year Ended December 31, 2019 2018 2017 Convertible notes: Cash interest $ — $ 869 $ 456 PIK interest — 1,912 605 Accretion — 926 132 Convertible note interest $ — $ 3,707 $ 1,193 NCCRE loan 19 22 22 Seller’s notes 416 888 — Interest expense on financing liability 469 — — Interest expense on finance lease liability 290 — — Total interest expense $ 1,194 $ 4,617 $ 1,215 Senior secured convertible notes The Company issued senior secured convertible notes in November 2017 for a total principal amount of $31,294 , net of issuance costs. The debt contained a conversion feature and attached warrants, neither of which met the criteria for bifurcation. In connection with the RTO on November 14, 2018, the notes and PIK interest mandatorily converted to 6,473 Class A membership units, and the Company issued 1,878 warrants to purchase Pubco shares at $25 per share, which expire on November 14, 2021. The carrying value of the debt, including unamortized discount, was credited to Share capital in the Consolidated Statements of Shareholders’ Equity and no gain or loss was recognized. NCC Real Estate, LLC (“NCCRE”) loan NCCRE, which is owned by the Company’s consolidated subsidiary HSC Solutions, LLC, entered into a $550 secured loan with a financial institution for the purchase of a building in Rolling Meadows, Illinois in December 2016. The building is leased to NCC. The promissory note payable carries a fixed interest rate of 3.7% and is due in December 2021. Seller’s notes The Company issued Seller’s notes payable in connection with several transactions, bearing interest at rates ranging from 3.5% to 10% . Substantially all of these notes became due upon completion of the RTO. Refer to Note 3, Note 4 and Note 11 for further detail. Related party debt During the year ended December 31, 2019, the Company’s CEO made a non-interest bearing loan of $15,000 to Acreage, which was subsequently repaid in March. Financing liability In connection with the Company’s failed sale-leaseback transaction (refer to Note 7), a financing liability was recognized equal to the cash proceeds received. The Company will recognize the cash payments made on the lease as interest expense, and the principal will be derecognized upon expiration of the lease. |
Shareholders' Equity and Non-Co
Shareholders' Equity and Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2019 | |
Shareholders' Equity and Non-Controlling Interests [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS Pre-RTO transactions 2017 During the year ended December 31, 2017, HSCP issued 6,000 Class C units to certain employees in exchange for $630 of notes receivable. 2018 During the year ended December 31, 2018, HSCP issued 17,018 Class D units for total consideration of $105,514 in exchange for cash, the settlement of expenses, equity issuance costs pertaining to HSCP’s issuance of Class E units, as well as certain asset and business acquisitions and non-controlling interest purchases. Refer to Note 3, Note 4 and the “Non-controlling interests” section below for further information. During the year ended December 31, 2018, HSCP issued 19,352 Class E units in exchange for gross proceeds of $119,983 and incurred $3,859 in equity issuance costs. Immediately prior to completion of the RTO, the Company completed, through a special purpose corporation, a private placement of 12,566 subscription receipts for gross proceeds of $314,154 and incurred $17,652 in equity issuance costs. Additionally, the Company recognized $6,126 of expenses associated with the RTO and public listing in Other loss, net in the Consolidated Statements of Operations. Concurrent with the completion of the RTO, each subscription receipt automatically converted into one Subordinate Voting Share of the Company, and all pre-RTO HSCP units were converted into the post-RTO capital structure described below. An additional 60 SVS were issued to satisfy RTO-related obligations of $1,502 during the year ended December 31, 2018. In connection with the RTO, Kevin Murphy, the Chief Executive Officer of the Company, made a contribution of HSCP units and $280 in cash to Pubco in exchange for 168 Multiple Voting Shares of Pubco, representing 100% of the issued and outstanding Multiple Voting Shares as of closing of the RTO. A deferred tax liability of $30,175 was established with respect to prior acquisitions and purchases of intangible assets. Post-RTO - Acreage Holdings, Inc. capital structure The Company has authorized an unlimited number of Subordinate, Proportionate and Multiple Voting Shares, all with no par value. All share classes are included within Share capital in the Consolidated Statements of Shareholders’ Equity on an as converted basis. Each share class is entitled to notice of and to attend at any meeting of the shareholders, except a meeting of which only holders of another particular class of shares will have the right to vote. All share classes are entitled to receive dividends, as and when declared by the Company, on an as-converted basis, and no dividends will be declared by the Company on any individual class unless the Company simultaneously declares or pays dividends on all share classes. No subdivision or consolidation of any share class shall be made without simultaneously subdividing or consolidating all share classes in the same manner. No holders of any class are entitled to a right of first refusal on any future security issuance of the Company. Subordinate Voting Shares Holders of Class A Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held. As long as any Subordinate Voting Shares remain outstanding, the Company will not, without the consent of the holders of the Subordinate Voting Shares by separate special resolution, prejudice or interfere with any right or special right attached to the Subordinate Voting Shares. Proportionate Voting Shares Holders of Class B Proportionate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Proportionate Voting Shares could ultimately then be converted ( forty -to-one). As long as any Proportionate Voting Shares remain outstanding, the Company will not, without the consent of the holders of the Proportionate Voting Shares and Multiple Voting Shares by separate special resolution, prejudice or interfere with any right or special right attached to the Proportionate Voting Shares. Consent of the holders of a majority of the outstanding Proportionate Voting Shares and Multiple Voting Shares shall be required for any action that authorizes or creates shares of any class having preferences superior to or on a parity with the Proportionate Voting Shares. Multiple Voting Shares Class C Multiple Voting Shares are intended to give the Company’s founder and CEO voting control. Holders of Multiple Voting Shares will be entitled to three thousand votes for each Multiple Voting Share held. Multiple Voting Shares shall automatically convert into subordinate voting shares on a one -to-one basis at the latest five years from RTO date. No Multiple Voting Share will be permitted to be transferred by the holder thereof without the prior written consent of the Company’s Board. Treasury shares In connection with the RTO, the Company withheld shares that were previously issued to satisfy certain shareholders’ U.S. federal income tax requirements and made a payment on their behalf in the amount of $21,054 . The table below details the change in Pubco shares outstanding by class: Shareholders’ Equity Subordinate Voting Shares Subordinate Voting Shares Held in Treasury Proportionate Voting Shares (as converted) Multiple Voting Shares Total Shares Outstanding December 31, 2017 — — — — — Existing unitholders transfer 8,817 (842 ) 57,835 168 65,978 Private placement 12,566 — — — 12,566 Issuances 560 — 60 — 620 December 31, 2018 21,943 (842 ) 57,895 168 79,164 Issuances 8,698 — — — 8,698 NCI conversions 2,784 — — — 2,784 PVS conversions 34,752 — (34,752 ) — — December 31, 2019 68,177 (842 ) 23,143 168 90,646 During the year ended December 31, 2019 and 2018, the Company issued 208 and 28 SVS as compensation for consulting services of $3,424 and $358 , respectively, recorded in Other equity transactions on the Consolidated Statements of Shareholders’ Equity. Warrants A summary of the warrants activity outstanding is as follows: Warrants Year Ended December 31, 2019 2018 Beginning balance 2,259 — Granted 4 2,259 Expired (223 ) — Ending balance 2,040 2,259 During the year ended December 31, 2018, in addition to the warrants issued with respect to the convertible debt (refer to Note 10), the Company issued 223 warrants valued at $1,423 and expiring in 6 months to former investors in FLW in connection with the Company’s withdrawal (see Note 5 for further discussion), as well as 158 warrants valued at $1,862 and expiring in 2 years issued to brokers for services performed in connection with the RTO. The fair value of the warrants were determined using a Black-Scholes model with volatility and risk-free rate assumptions similar to those disclosed in Note 12, and the expected term determined using the respective contractual term for each warrant. The exercise price of all warrants outstanding as of December 31, 2019 is $25 per share, and the weighted-average remaining contractual life of the warrants outstanding is approximately 2 years . There was no aggregate intrinsic value for warrants outstanding as of December 31, 2019 . Non-controlling interests - convertible units The Company has NCIs in consolidated subsidiaries USCo2 and HSCP. The non-voting shares of USCo2 and HSCP units make up substantially all of the NCI balance as of December 31, 2019 and are convertible at the Company’s discretion into either one Subordinate Voting Share or cash, as determined by the Company. Summarized financial information of HSCP is presented below. USCo2 does not have discrete financial information separate from HSCP. HSCP net asset reconciliation December 31, 2019 December 31, 2018 Current assets $ 55,296 $ 268,817 Non-current assets 584,812 282,058 Current liabilities (46,434 ) (32,626 ) Non-current liabilities (75,219 ) (1,622 ) Other NCI balances (1,041 ) (1,130 ) Accumulated equity-settled expenses (111,934 ) (9,878 ) Net assets $ 405,480 $ 505,619 HSCP/USCo2 ownership % of HSCP 21.64 % 25.67 % Net assets allocated to USCo2/HSCP $ 87,746 $ 129,792 Net assets attributable to other NCIs 1,041 1,130 Total NCI $ 88,787 $ 130,922 Year Ended December 31, HSCP Summarized Statement of Operations 2019 2018 Net loss allocable to HSCP/USCo2 (1) $ (191,511 ) $ (16,080 ) HSCP/USCo2 weighted average ownership % of HSCP (1) 23.44 % 25.67 % Net loss allocated to HSCP/USCo2 $ (44,890 ) $ (4,128 ) Net loss allocated to other NCIs (4 ) (650 ) Net loss attributable to NCIs $ (44,894 ) $ (4,778 ) (1) Net loss and ownership percentage for the year ended December 31, 2018 were calculated from the RTO date through the end of the year. As of December 31, 2019 , USCo2’s non-voting shares owned approximately 0.74% of HSCP units. USCo2’s capital structure is comprised of voting shares (approximately 64% ), all of which are held by the Company, and of non-voting shares (approximately 36% ) held by certain former HSCP members. Certain executive employees and profits interests holders own approximately 20.90% of HSCP units. The remaining 78.36% interest in HSCP is held by USCo and represents the members’ equity attributable to shareholders of the parent. During the year ended December 31, 2019 , the Company had several transactions with HSCP and USCo2 that changed its ownership interest in the subsidiaries but did not result in loss of control. These transactions included business acquisitions and intangible purchases where equity was issued as consideration (see Notes 3 and 4) and the redemption of HSCP and USCo2 convertible units for Subordinate Voting Shares (as shown in the table below), and resulted in a $2,766 allocation from shareholders' equity to NCI . During the year ended December 31, 2018, in connection with the RTO, the Company allocated $133,943 from shareholders' equity to NCI to allocate net assets of HSCP to the non-controlling interests held by HSCP and USCo2 as calculated above. During the year ended December 31, 2019 , the Company made cash payments in the amount of $4,278 to HSCP and USCo2 unit holders in satisfaction of redemption requests the Company chose to settle in cash, as well as for LLC unitholders tax liabilities in accordance with the HSCP operating agreement. A reconciliation of the beginning and ending amounts of convertible units is as follows: Year Ended December 31, Convertible Units 2019 2018 Beginning balance 27,340 49,350 Issuance of NCI units 198 43,198 Vested LLC C-1s canceled (416 ) — LLC C-1s vested 755 1,612 NCI units settled in cash (58 ) — NCI units converted to Pubco (2,784 ) (66,820 ) Ending balance 25,035 27,340 Other non-controlling interests During the year ended December 31, 2018, the Company purchased additional interests in consolidated subsidiaries. 2018 NCI purchases Total Cash $ 19,643 Class D units 5,475 Seller’s notes 8,885 Forgiveness of shareholder advance 100 Total consideration $ 34,103 Carrying value on transaction date 12,305 Decrease in additional paid in capital $ (21,798 ) |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Equity-based compensation [Abstract] | |
Share-based Payment Arrangement [Text Block] | EQUITY-BASED COMPENSATION EXPENSE Equity-based compensation expense recognized in the Consolidated Statements of Operations for the periods presented is as follows: Equity-based compensation expense Year Ended December 31, 2019 2018 2017 Equity-based compensation - Plan $ 62,946 $ 9,862 $ — Equity-based compensation - Plan (CGC Awards) 23,056 — — Equity-based compensation - other 11,536 1,368 1,837 Total equity-based compensation expense $ 97,538 $ 11,230 $ 1,837 Equity-based compensation - Plan (Acreage Holdings, Inc. Omnibus Incentive Plan) In connection with the RTO transaction, the Company’s Board of Directors adopted an Omnibus Incentive Plan (the “Plan”), which permits the issuance of stock options, stock appreciation rights, stock awards, share units, performance shares, performance units and other stock-based awards up to an amount equal to 15% of the issued and outstanding Subordinate Voting Shares of the Company. Restricted Share Units (“RSUs”) Year Ended Year Ended Restricted Share Units (Fair value information expressed in whole dollars) RSUs Weighted Average Grant Date Fair Value RSUs Weighted Average Grant Date Fair Value Unvested, beginning of period 2,032 $ 24.53 — $ — Granted (1) 7,986 14.28 2,128 24.62 Forfeited (117 ) 17.85 — — Vested (2,058 ) 21.06 (96 ) 25.00 Unvested, end of period 7,843 $ 15.10 2,032 $ 24.53 RSUs of the Company generally vest over a period of two years . The fair value for RSUs is based on the Company’s share price on the date of the grant. The Company recorded $59,627 and $6,364 as compensation expense during the years ended December 31, 2019 and 2018 , respectively. The fair value of RSUs vested during the years ended December 31, 2019 and 2018 was $23,470 and $2,398 , respectively. There was no comparable RSU activity during the year ended December 31, 2017. The total weighted average remaining contractual life and aggregate intrinsic value of unvested RSUs at December 31, 2019 was approximately 2 years and $46,431 , respectively. Unrecognized compensation expense related to these awards at December 31, 2019 was $98,255 and is expected to be recognized over a weighted average period of approximately 2 years . In connection with the vesting of RSUs, the Company withheld 682 shares to satisfy $10,306 of employer withholding tax requirements. 96 RSUs that vested in 2018 were delivered in the period, and 80 that vested in 2019 are pending delivery or deferred. (1) Equity-based compensation - Plan (CGC Awards) Included in the RSUs granted during the year ended December 31, 2019 are “CGC Awards” issued in connection with the Arrangement Agreement (as defined in Note 13) as follows: On June 27, 2019, pursuant to the Arrangement Agreement (as defined in Note 13), 4,909 RSUs were awarded in total to five executive employees under the Plan. These awards vest as follows: 25% in June 2020, 25% in June 2021 and 50% three months following the Acquisition (as defined in Note 13) . The Company recorded $14,753 as compensation expense during the year ended December 31, 2019 in connection with these awards. A discount for lack of marketability was applied that correlates to the period of time certain of these shares are subject to restriction. On July 31, 2019, the Company issued 1,778 RSUs to employees with unvested RSUs and stock options ("make-whole awards") as at the date of the Option Premium payment (as defined in Note 13). The RSUs were issued to provide additional incentive for employees that were not eligible to receive the full Option Premium and were subject to the same vesting terms as the unvested options and RSUs held as of the grant date. The Company recorded $8,303 as compensation expense during the year ended December 31, 2019 in connection with these awards. Stock options Year Ended Year Ended Stock Options (Exercise price expressed in whole dollars) Options Weighted Average Exercise Price Options Weighted Average Exercise Price Options outstanding, beginning of period 4,605 $ 25.00 — $ — Granted 1,785 14.04 4,605 25.00 Forfeited (782 ) 24.68 — — Exercised — — — — Options outstanding, end of period 5,608 $ 21.56 4,605 $ 25.00 Options exercisable, end of period 1,427 $ 24.80 — $ — Stock options of the Company generally vest over a period of three years and have an expiration period of 10 years . The weighted average contractual life remaining for options outstanding and exercisable as of December 31, 2019 was approximately 9 years and 8 years , respectively. The Company recorded $26,375 and $3,498 as compensation expense during the years ended December 31, 2019 and 2018 , respectively, in connection with these awards. As of December 31, 2019 , unamortized expense related to stock options totaled $55,655 and is expected to be recognized over a weighted-average period of approximately 2 years . There was no comparable option activity during the year ended December 31, 2017. There was no aggregate intrinsic value for options outstanding or exercisable as of December 31, 2019 . The fair values of stock options granted were calculated using a Black-Scholes model with the following assumptions: Black-Scholes inputs Year Ended December 31, 2019 2018 Weighted average grant date fair value range $4.76 - $16.72 $12.04 - $18.70 Assumption ranges: Risk-free rate 1.50% - 2.60% 2.78% - 2.92% Expected dividend yield —% —% Expected term (in years) 6 6 Expected volatility 75% - 85% 87% Volatility was estimated by using the average historical volatility of a representative peer group of publicly traded cannabis companies. The expected term represents the period of time the options are expected to be outstanding. The risk-free rate is based on U.S. Treasury bills with a remaining term equal to the expected term. Equity-based compensation - other HSCP C-1 Profits Interests Units (“Profits Interests”) These membership units qualify as profits interests for U.S. federal income tax purposes and were accounted for in accordance with ASC 718, Compensation - Stock Compensation. HSCP amortizes awards over service period and until awards are fully vested. The following table summarizes the status of unvested Profits Interests for the years ended December 31, 2019 , 2018 and 2017 : Year Ended Year Ended Year Ended Profits Interests (Fair value information expressed in whole dollars) Number of Units Weighted Average Grant Date Fair Value Number of Units Weighted Average Grant Date Fair Value Number of Units Weighted Average Grant Date Fair Value Unvested, beginning of period 1,825 $ 0.43 — $ — — $ — Class C-1 units granted — — 4,284 0.48 3,250 0.47 Class C-1 units canceled (70 ) 0.43 (847 ) 0.64 — — Class C-1 vested (755 ) 0.43 (1,612 ) 0.43 (3,250 ) 0.47 Unvested, end of period 1,000 $ 0.43 1,825 $ 0.43 — $ — The Company recorded $369 , $1,053 and $1,522 as compensation expense in connection with these awards during the years ended December 31, 2019 , 2018 and 2017 , respectively. The fair value of Profits Interests vested during the years ended December 31, 2019 and 2018 and 2017 was $13,141 , $690 and $1,528 , respectively. The total weighted average remaining contractual life and aggregate intrinsic value of unvested Profits Interests at December 31, 2019 was approximately 1 year and $5,920 , respectively. As of December 31, 2019 , unamortized expense related to unvested Profits Interests totaled $70 and is expected to be recognized over a weighted average period of approximately 1 year . Restricted Shares (“RSs”) In connection with the Company’s acquisition of Form Factory (refer to Note 3), 1,369 restricted shares with a grant date fair value of $20.45 were issued to former employees of Form Factory subject to future service conditions, which fully vest 24 months from the acquisition date. The fair value for RSs is based on the Company’s share price on the date of the grant. The Company recorded compensation expense of $9,528 during the year ended December 31, 2019 in connection with these awards. The total weighted average remaining contractual life and aggregate intrinsic value of RSs at December 31, 2019 was approximately 1 year and $8,104 , respectively. As of December 31, 2019, unamortized expense related to RSs totaled $17,364 and is expected to be recognized over a weighted average period of approximately 1 year . There was no comparable RS activity during the years ended December 31, 2018 or 2017. Employee settlement During the year ended December 31, 2019 , the Company issued 82 Subordinate Voting Shares and recognized $1,639 of compensation expense in settlement of post-employment expenses. Forgiveness of notes receivable The Company forgave $315 of notes receivable from certain employees in recognition of services rendered during both the years ended December 31, 2018 and 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES Commitments The Company provides revolving lines of credit to several of its portfolio companies. Refer to Note 6 for further information. Definitive agreements On April 17, 2019, the Company entered into a definitive agreement to acquire Deep Roots Medical LLC (“Deep Roots”), a vertically integrated license holder in Nevada, for consideration of 4,762 HSCP units (valued at approximately $28,191 based on the December 31, 2019 closing price of $5.92 per share) and $20,000 in cash. The Company announced the termination of the agreement by Deep Roots on April 3, 2020 following March 31, 2020, the end date for consummating the transaction. During the year ended December 31, 2018, the Company entered into a definitive agreement to acquire all ownership interests in GCCC Management, LLC, a management company overseeing the operations of Greenleaf Compassionate Care Center, Inc., a non-profit cultivation and processing facility in Rhode Island, for cash consideration of $10,000 . The agreement terminated in April 2020. Canopy Growth On June 19, 2019, the shareholders of the Company and of Canopy Growth separately approved the proposed transaction between the two companies, and on June 21, 2019, the Supreme Court of British Columbia granted a final order approving the arrangement. Effective June 27, 2019, the articles of the Company were amended to provide Canopy Growth with the option (the “Canopy Growth Call Option”) to acquire all of the issued and outstanding shares in the capital of the Company (each, an “Acreage Share”), with a requirement to do so upon a change in federal laws in the United States to permit the general cultivation, distribution and possession of marijuana (as defined in the relevant legislation) or to remove the regulation of such activities from the federal laws of the United States (the “Triggering Event”), subject to the satisfaction of the conditions set out in the arrangement agreement entered into between Acreage and Canopy Growth on April 18, 2019, as amended on May 15, 2019 (the “Arrangement Agreement”). Under the terms of the agreement, holders of Acreage Shares and certain securities convertible or exchangeable into Class A subordinate voting shares of Acreage (the “Subordinate Voting Shares”) as of the close of business on June 26, 2019, were to receive approximately $2.63 , being their pro rata portion (on an as converted to Subordinate Voting Share basis) of $300,000 (the “Option Premium”) paid by Canopy Growth to such persons as consideration for granting the Canopy Growth Call Option. Upon the occurrence of the Triggering Event, Canopy Growth is required to exercise the Canopy Growth Call Option and, subject to the satisfaction or waiver of the conditions to closing set out in the Arrangement Agreement, acquire (the “Acquisition”) each of the Subordinate Voting Shares of Acreage (following the automatic conversion of the Class B proportionate voting shares and Class C multiple voting shares of Acreage into Subordinate Voting Shares) for the payment of 0.5818 of a common share of Canopy Growth (each whole common share, a “Canopy Growth Share”) per Subordinate Voting Share (subject to adjustment in accordance with the terms of the Arrangement Agreement) (the “Exchange Ratio”). HSCP unit holders will be required to convert their units within three years following the closing of the Arrangement as will holders of non-voting shares of USCo2. The Company will be permitted to issue up to an additional 58,000 Subordinate Voting Shares (of which approximately 51,000 remain available for issuance as of December 31, 2019 ) without any adjustment being required to the Exchange Ratio. The Exchange Ratio is subject to adjustment in the circumstances set out in the Arrangement Agreement. Surety bonds The Company has indemnification obligations with respect to surety bonds primarily used as security against non-performance in the amount of $5,000 as of December 31, 2019 , for which no liabilities are recorded on the Consolidated Statements of Financial Position. The Company is subject to other capital commitments and similar obligations. As of December 31, 2019 and 2018 , such amounts were not material. Contingencies As of December 31, 2019 , the Company has consulting fees payable in SVS which are contingent upon successful acquisition of certain state cannabis licenses. The Company had maximum obligations of $8,750 and 400 SVS, and no reserve for the contingencies has been recorded as of December 31, 2019 . The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management of the Company believes that the Company is in compliance with applicable local and state regulations as of December 31, 2019 , cannabis regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties, or restrictions in the future. The Company may be, from time to time, subject to various administrative, regulatory and other legal proceedings arising in the ordinary course of business. Contingent liabilities associated with legal proceedings are recorded when a liability is probable, and the contingent liability can be reasonably estimated. New York outstanding litigation On November 2, 2018, EPMMNY LLC (“EPMMNY”) filed a complaint in the Supreme Court of the State of New York, County of New York, asserting claims against 16 defendants, including NYCANNA, Impire State Holdings LLC, NY Medicinal Research & Caring, LLC (each, a wholly-owned subsidiary of High Street) and High Street. The Index Number for the action is 655480/2018. EPMMNY alleges that it was wrongfully deprived of a minority equity interest and management role in NYCANNA by its former partner, New Amsterdam Distributors, LLC, which attempted to directly or indirectly sell or transfer EPMMNY’s alleged interest in NYCANNA to other entities in 2016 and 2017, including Impire, NYMRC and High Street. EPMMNY alleges that it is entitled to the value of its alleged minority interest in NYCANNA or minority ownership in NYCANNA. EPMMNY also alleges that certain defendants misused its alleged intellectual property and/or services, improperly solicited its employees, and aided and abetted or participated in the transfer of equity and/or business opportunities from EPMMNY. High Street intends to vigorously defend this action, which the Company firmly believes is without merit. EPMMNY alleges that it was improperly deprived of its equity stake in NYCANNA before NYCANNA was acquired by High Street. High Street is also entitled to full indemnity from the claims asserted against it by EPMMNY pursuant to the purchase agreement pertaining to its acquisition of NYCANNA and personal guarantee by the largest shareholders of the seller. The defendants filed a motion to dismiss on April 1, 2019. The motion was fully briefed and submitted to the Court on July 18, 2019, and oral argument was heard on September 6, 2019. The motion remains pending before the Court. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | RELATED PARTY TRANSACTIONS Transactions with related parties are entered into in the normal course of business and are measured at the amount established and agreed to by the parties. Related party notes receivable Acreage has certain outstanding notes receivable with related parties. Refer to Note 6 for further information. GreenAcreage The Company has an investment carried at FV-NI in GreenAcreage. The Company also has an equity method investment in the management company of GreenAcreage resulting from the CEO’s board involvement. Related party debt In December 2019, the Company’s CEO loaned $15,000 to the Company. Refer to Note 10 for further information. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES The provision for income taxes for the years ended December 31, 2019 , 2018 and 2017 are as follows: Income tax provision Year Ended December 31, 2019 2018 2017 Current taxes: Federal $ 6,351 $ 1,117 $ 895 State 2,482 475 75 Total current 8,833 1,592 970 Deferred taxes: Federal (2,625 ) (38 ) — State (1,219 ) (18 ) — Total deferred (3,844 ) (56 ) — Total income tax provision $ 4,989 $ 1,536 $ 970 The table below reconciles the expected statutory federal income tax to the actual income tax provision (benefit): Tax provision reconciliation Year Ended Year Ended Year Ended $ % $ % $ % Computed expected federal income tax benefit $ (39,936 ) 21.0 % $ (6,452 ) 21.0 % $ (2,912 ) 34.0 % Increase (decrease) in income taxes resulting from: State taxes (20,151 ) 10.6 (3,022 ) 9.8 (1,070 ) 12.5 Nondeductible permanent items 49,231 (25.9 ) 4,483 (14.6 ) 611 (7.1 ) Pass-through entities & non-controlling interests 13,465 (7.1 ) 6,375 (20.7 ) 4,139 (48.3 ) Increase in valuation allowance 1,816 (1.0 ) 149 (0.5 ) — — Other 564 (0.2 ) 3 — 202 (2.4 ) Actual income tax provision $ 4,989 (2.6 )% $ 1,536 (5.0 )% $ 970 (11.3 )% The following table presents a reconciliation of gross unrecognized tax benefits: Unrecognized tax benefits Year Ended December 31, 2019 2018 2017 Balance at beginning of period $ 1,394 $ 1,391 $ 1,189 Increase based on tax positions related to current period — — 165 Increase based on tax positions related to prior period 500 3 37 Decrease related to settlements with taxing authorities (27 ) — — Balance at end of period $ 1,867 $ 1,394 $ 1,391 Interest and penalties related to unrecognized tax benefits are recorded as components of the provision for income taxes. As of December 31, 2019 and 2018 , we had interest accrued of approximately $210 and $162 , respectively, included in Taxes payable and Other current liabilities in the Consolidated Statements of Financial Position. No material penalties were accrued for the years ended December 31, 2019 and 2018 . The principal components of deferred taxes as of December 31, 2019 and 2018 are as follows: Deferred taxes December 31, 2019 December 31, 2018 Deferred tax assets: Net operating losses $ 1,295 $ 66 Other 670 83 Total deferred tax assets 1,965 149 Valuation allowance (1,965 ) (149 ) Net deferred tax asset — — Deferred tax liabilities: Partnership basis difference (63,997 ) (33,827 ) Net deferred tax liability (63,997 ) (33,827 ) Net deferred tax liabilities $ (63,997 ) $ (33,827 ) The Company assesses available positive and negative evidence to estimate if it is more likely than not to use certain jurisdiction-based deferred tax assets including net operating loss carryovers. On the basis of this assessment, a valuation allowance was recorded during the years ended December 31, 2019 and 2018 . As of December 31, 2019, we have various state net operating loss carryovers that expire at different times, the earliest of which is 2023. The statute of limitations with respect to our federal returns remains open for tax years 2018 and forward. For certain acquired subsidiaries, the federal statue remains open with respect to tax years 2014 and forward. As the Company operates in the cannabis industry, it is subject to the limitations of IRC Section 280E, under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-deductible under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss. In connection with the RTO transaction, the Company entered into a tax receivable agreement with certain members of HSCP, who represent a portion of the NCI, in which it agreed to pay 65% of any realized tax benefits upon conversion of HSCP units into Subordinate Voting Shares to such members. In addition, 20% of any realized tax benefits will be paid to certain HSCP members pursuant to the Company’s tax receivable bonus plan. The Company will retain the remaining 15% of the realized tax benefits. |
Reportable Segments
Reportable Segments | 12 Months Ended |
Dec. 31, 2019 | |
Reportable Segments [Abstract] | |
Segment Reporting Disclosure [Text Block] | REPORTABLE SEGMENTS The Company prepares its segment reporting on the same basis that its Chief Operating Decision Maker manages the business, and makes operating decisions. The Company operates under one operating segment, which is its only reportable segment: the production and sale of cannabis products. The Company’s measure of segment performance is net income, and derives its revenue primarily from the sale of cannabis products, as well as related management or consulting services which were not material in all periods presented. All of the Company’s operations are located in the United States. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS Related party debt In January 2020, the Company’s CEO loaned $5,000 to the Company. The Company repaid the total amount loaned by the CEO, including the $15,000 loaned in December 2019, on March 4, 2020. Refer to Note 14 for more details. Refer to Financing transactions below for a description of a subsequent financing transaction involving the Company’s CEO. Financing transactions In the first quarter of 2020, the Company raised $48,887 , net of issuance costs, as part of a series of financing transactions that were announced on February 7, 2020. On February 10, 2020, the Company raised $27,887 , net of issuance costs, from a private placement of 6,085 special warrants priced at $4.93 per unit. The special warrants were automatically exercised on March 2, 2020 for no additional consideration, and each unit sold consists of one SVS and one SVS purchase warrant with a strike price of $5.80 and a five-year expiration. On March 11, 2020, the Company borrowed $21,000 from an institutional lender pursuant to a credit facility. The credit facility permits the Company to borrow up to $100,000 , which may be drawn down by the Company in four tranches, maturing two years from the date of the first draw down. The Company will pay an annual interest rate of 3.55% on the first advance of debt for a term of two years. The borrowed amounts under the credit facility are fully collateralized by $22,000 of restricted cash, which was borrowed pursuant to the loan transaction described below. Also on March 11, 2020, the Company closed $22,000 in borrowings pursuant to a loan transaction with IP Investment Company, LLC (the “Lender”). The maturity date is 366 days from the closing date of the loan transaction. The Company will pay monthly interest on the collateral in the form of 41 SVS through the maturity date. The Lender may put any unsold interest shares to the Company upon maturity at a price of $4.50 per share. Kevin Murphy, the Company’s Chief Executive Officer, loaned $21,000 of the $22,000 borrowed by the Company to the Lender. The loan is secured by the non-U.S. intellectual property assets of the Company. RSU grant On February 20, 2020, the Company issued 1,505 RSUs to certain executives with a weighted-average grant date fair value of $5.11 per share. A discount for lack of marketability was applied that correlates to the period of time. Certain of these shares are subject to restriction. WCM Refinancing On March 6, 2020, the Company closed a refinancing, transaction and conversion related to Northeast Patients Group, operating as Wellness Connection of Maine (“WCM”), a medical cannabis business in Maine, resulting in ownership of WCM by three Maine residents, as required by Maine law. In connection with the transaction, WCM converted from a non-profit corporation to a for-profit corporation. WCM previously had a series of agreements with Wellness Pain & Management Connection LLC (“WPMC”), which resulted in an outstanding balance of $18,800 due to WPMC as of closing of this transaction. A restated consulting agreement was put in place, whereby WCM agrees to pay a fixed annual fee of $120 , payable monthly, in exchange for a suite of consulting services. In addition, a promissory note payable to WPMC was signed in the amount of $18,800 to convert the existing payment due into a fixed, secured debt obligation. In order to fund the transaction of WCM, the Company created a new Maine corporation, named Maine HSCP, Inc. (“Maine HSCP”). At closing, the Company contributed $5,700 to Maine HSCP, and then sold 900 shares of Maine HSCP, constituting all of the outstanding equity interests of Maine HSCP, to three qualifying Maine residents in exchange for promissory notes of $1,900 each. Each note is secured by a pledge of the shares in Maine HSCP, and payment of the note is to be made solely from dividends paid to the shareholder by Maine HSCP, except for amounts to be paid to the shareholder to cover tax obligations. The Company has the option, exercisable at any time, to buy back the shares, at the higher of fair market value or the remaining balance under the promissory notes. The Maine residents also have the right at any time to put the shares to the Company at the same price. MSA Terminations Effective February 13, 2020, subsidiaries of the Company terminated consulting services agreements with three unowned licensed cannabis companies in Massachusetts. Terminated Transactions On April 3, 2020, the Company announced the termination of the securities purchase agreement among Greenleaf Compassionate Care Center, Inc., GCCC Management, LLC (“GCCCM”), the equity holders of GCCCM and High Street Capital Partners, LLC relating to the proposed acquisition of a dispensary in Rhode Island. Additionally, the merger agreement entered into with Deep Roots Medical LLC was terminated. Sale of Acreage North Dakota On May 8, 2020, the Company sold all equity interests in Acreage North Dakota, LLC, a medical cannabis dispensary license holder and operator, for $1,000 . Standby Equity Distribution Definitive Agreement On May 28, 2020, the Company reached a definitive agreement with an institutional lender for $50,000 of financing commitments under a Standby Equity Distribution Agreement. The investor commits to purchase up to $50,000 of subordinate voting shares of the Company at a purchase price of 95% |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Data (unaudited) [Abstract] | |
Quarterly Financial Information [Text Block] | QUARTERLY FINANCIAL DATA (unaudited) Quarter Ended March 31, June 30, September 30, December 31, 2019 Total revenues, net $ 12,897 $ 17,745 $ 22,402 $ 21,065 Gross profit 5,320 7,613 9,694 7,817 Net loss (30,804 ) (49,265 ) (49,502 ) (65,591 ) Net loss attributable to Acreage (23,377 ) (37,541 ) (38,716 ) (50,634 ) Net loss attributable to Acreage, basic and diluted $ (0.29 ) $ (0.44 ) $ (0.43 ) $ (0.56 ) 2018 Total revenues, net $ 2,197 $ 2,991 $ 5,755 $ 10,181 Gross profit 841 1,343 2,661 4,575 Net income (loss) (4,992 ) 14,809 (12,317 ) (29,761 ) Net income (loss) attributable to Acreage (4,836 ) 14,962 (12,022 ) (25,587 ) Net income (loss) attributable to Acreage, basic and diluted $ (0.10 ) $ 0.29 $ (0.15 ) $ (0.31 ) |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Significant Accounting Policies [Abstract] | |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | Financial Instruments In June 2016, the FASB issued ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which was subsequently revised by ASU 2018-19. The ASU introduces a new model for assessing impairment on most financial assets. Entities will be required to use a forward-looking expected loss model, which will replace the current incurred loss model, which will result in earlier recognition of allowance for losses. The ASU will be effective for the Company’s first interim period of fiscal 2023, and the Company is currently evaluating the impact of the new standard. |
Substantial Doubt about Going Concern [Text Block] | Basis of presentation and going concern The accompanying consolidated financial statements have been prepared on a going concern basis which implies we will continue to meet our obligations for the next twelve months as of the date these financial statements are issued. As reflected in the financial statements, the Company had an accumulated deficit and a negative net working capital (current liabilities greater than current assets) as of December 31, 2019, as well as a net loss and negative cash flow from operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. However, management believes that substantial doubt of our ability to meet our obligations for the next twelve months from the date these financial statements were issued has been alleviated due to, but not limited to, (i) capital raised between January and March 2020, (ii) access to future capital commitments (see Note 17), (iii) continued sales growth from our consolidated operations, (iv) latitude as to the timing and amount of certain operating expenses as well as capital expenditures, (v) restructuring plans that have already been put in place to improve the Company’s profitability, and (vi) the Standby Equity Distribution Agreement described in Note 17 of the Consolidated Financial Statements. If the Company is unable to raise additional capital whenever necessary, it may be forced to decelerate or curtail its footprint buildout or other operational activities until such time as additional capital becomes available. Such limitation of the Company’s activities would allow it to slow its rate of spending and extend its use of cash until additional capital is raised. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. Management also cannot provide any assurance as to unforeseen circumstances that could occur at any time within the next twelve months or thereafter which could increase our need to raise additional capital on an immediate basis. |
Use of estimates | Use of estimates The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the dates presented and the reported amounts of revenues and expenses during the periods presented. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include the fair value of assets acquired and liabilities assumed in business combinations, assumptions relating to equity-based compensation expense, estimated useful lives for property, plant and equipment and intangible assets, the valuation allowance against deferred tax assets and the assessment of potential impairment charges on goodwill, intangible assets and investments in equity and notes receivable. |
Emerging Growth Company [Policy Text Block] | Emerging growth company We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. |
Functional and presentation currency | Functional and presentation currency The consolidated financial statements and the accompanying notes are expressed in U.S. dollars. Financial metrics are presented in thousands. Other metrics, such as shares outstanding, are presented in thousands unless otherwise noted. |
Basis of consolidation | Basis of consolidation Our consolidated financial statements include the accounts of Acreage, its subsidiaries and variable interest entities (“VIEs”) where we are considered the primary beneficiary, if any, after elimination of intercompany accounts and transactions. Investments in business entities in which Acreage lacks control but is able to exercise significant influence over operating and financial policies are accounted for using the equity method. Our proportionate share of net income or loss of the entity is recorded in Income (loss) from investments, net in the Consolidated Statements of Operations. |
VIEs | VIEs In determining whether we are the primary beneficiary of a VIE, we assess whether we have the power to direct matters that most significantly impact the activities of the VIE and have the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. There were no material consolidated VIEs as of December 31, 2019 or 2018 . |
Non-controlling interests | Non-controlling interests (“NCI”) Non-controlling interests represent ownership interests in consolidated subsidiaries by parties that are not shareholders of Pubco. They are shown as a component of Total equity in the Consolidated Statements of Financial Position, and the share of loss attributable to non-controlling interests is shown as a component of Net loss in the Consolidated Statements of Operations. Changes in the parent company’s ownership that do not result in a loss of control are accounted for as equity transactions. |
Cash and cash equivalents | Cash and cash equivalents |
Restricted cash | Restricted cash |
Investments | Investments The Company classifies its short-term investments in debt securities as held-to-maturity and accounts for them at amortized cost. Due to the short maturities, the carrying value approximates fair value. Refer to Note 5 for more information. The Company accounts for long-term equity investments in which we are able to exercise significant influence, but do not have control over, using the equity method. On January 1, 2018, we early adopted Accounting Standards Update (“ASU”) 2016-01 - Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which, among other provisions, requires the equity investments not accounted for using the equity method to be carried at fair value, with changes recognized in net income (“FV-NI”). For investments not accounted for using the equity method without a readily determinable fair value, a measurement alternative is available, allowing measurement at cost, less any impairment plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. There was no change to the Company’s accounting for investments, as it elected the measurement alternative for all former cost method investments. Refer to Note 5 for further discussion. |
Inventory | Inventory The Company’s inventories include the direct costs of seeds and growing materials, indirect costs such as utilities, labor, depreciation and overhead costs, and subsequent costs to prepare the products for ultimate sale, which include direct costs such as materials and indirect costs such as utilities and labor. All direct and indirect costs related to inventory are capitalized when they are incurred, and they are subsequently classified to Cost of goods sold in the Consolidated Statements of Operations. Inventory is valued at the lower of cost and net realizable value, defined as estimated selling price in the ordinary cost of business, less costs of disposal. The Company measures inventory cost using specific identification for its retail inventory and the average cost method for its cultivation inventory. |
Fair value of financial instruments | Fair value of financial instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC 820 - Fair Value Measurements. ASC 820 utilizes a fair value hierarchy that reflects the significance of the inputs used to make the measurements. The hierarchy is summarized as follows: • Level 1 - quoted prices (unadjusted) that are in active markets for identical assets or liabilities • Level 2 - inputs that are observable for the asset or liability, either directly (prices) for similar assets or liabilities in active markets or indirectly (derived from prices) for identical assets or liabilities in markets with insufficient volume or infrequent transactions • Level 3 - inputs for assets or liabilities that are not based upon observable market data There were no material transfers in or out of Level 3 during the years ended December 31, 2019, 2018 and 2017. The Company did not have any liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018. The Company’s has Level 3 assets in equity-method investments and investments carried at FV-NI utilizing net asset value per share. Changes in fair value measurements categorized in Level 3 of the fair value hierarchy are analyzed each reporting period based on changes in estimates or assumptions and recorded as appropriate. |
Notes receivable | Notes receivable The Company provides financing to various related and non-related businesses within the cannabis industry. These notes are classified as held for investment and are accounted for as financial instruments in accordance with ASC 310. The Company recognizes impairment on notes receivable when, based on all available information, it is probable that a loss has been incurred based on past events and conditions existing at the date of the financial statements. No impairment losses were recognized in the years ended December 31, 2019 or 2018 . |
Property, Plant and Equipment, Policy [Policy Text Block] | Capital assets Capital assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Land and construction in process are not depreciated. Depreciation is calculated using the straight-line method for all other asset classes. The estimated useful life of buildings range from 10 to 40 years, and the estimated useful life of furniture, fixtures and equipment range from 3 to 10 years. Leasehold improvements are amortized using the straight-line method over the shorter of their useful lives or the life of the lease. Repair and maintenance costs are expensed as incurred. When capital assets are disposed of, the related cost and accumulated depreciation are removed and a gain or loss is included in the Consolidated Statements of Operations. |
Lessee, Leases [Policy Text Block] | Leases On January 1, 2019, the Company early adopted ASU 2016-02 Leases (Topic 842) using the modified retrospective approach. The Company elected the package of practical expedients contained in the new standard which, among other provisions, allows companies to retain existing lease classification under Topic 840 at transition. As such, there will be minimal impact on the Company’s Consolidated Statement of Operations. The Company has also made an accounting policy election to not recognize right of use assets or lease liabilities for leases with an initial term of 12 months or less, and to continue recognizing the related expense in the Consolidated Statement of Operations on a straight-line basis over the lease term. Sale-leasebacks are assessed to determine whether a sale has occurred under ASC 606. If a sale is determined not to have occurred, the underlying “sold” assets are not derecognized and a financing liability is established in the amount of cash received. At such time that the lease expires, the assets are then derecognized along with the financing liability, with a gain recognized on disposal for the difference between the two amounts, if any. On the date of adoption, the Company recognized right of use assets and lease liabilities on its Consolidated Balance Sheet, which reflect the present value of the Company's current minimum lease payments over the lease terms, which include options that are reasonably certain to be exercised, discounted using the Company’s incremental borrowing rate. Refer to Note 8 for further discussion. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible assets Intangible assets such as management contracts are amortized over their estimated useful lives, while indefinite-lived intangibles such as cannabis licenses are not amortized. |
Debt, Policy [Policy Text Block] | Convertible debt The Company assesses its financial instruments for embedded features that may require bifurcation from their host. If the embedded features do not meet the criteria for bifurcation, the convertible instrument is accounted for as a single hybrid instrument. |
Business Combinations Policy [Policy Text Block] | Business combinations The Company’s growth strategy includes acquisition of retail, cultivation, processing and other cannabis related companies, the primary purpose of which is to continue to build a diversified portfolio of assets in the U.S. cannabis sector. These business combinations are accounted for using the acquisition method on the date that control is transferred. The consideration transferred in the acquisition is measured at fair value, along with identifiable net assets acquired. Subordinate Voting Shares issued are valued based on the closing price on the Canadian Securities Exchange. Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets or liabilities of an acquired business and represents expected synergies associated with the acquisition such as the benefits of assembled workforces, expected earnings and future market development. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Based on the Company’s tax status discussed below, goodwill is not expected to be deductible for income tax purposes. A bargain purchase gain is recognized when the excess of the purchase price over the fair value of the net identifiable assets or liabilities acquired is negative. The Company expenses transaction costs, other than those associated with the issue of debt or equity securities, in connection with a business combination as incurred. The Company measures non-controlling interests acquired, if any, at acquisition date fair value. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of long-lived assets Goodwill and indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired. Goodwill and indefinite-lived intangible assets are tested at the individual business level. The Company may first assess qualitative factors and, if it determines it is more likely than not that the fair value is less than the carrying value, then proceed to a quantitative test if necessary. Finite-lived intangible assets and other long-lived assets are tested for impairment based on undiscounted cash flows when events or changes in circumstances indicate that the carrying amount may not be recoverable. |
Income Tax, Policy [Policy Text Block] | Income taxes The Company will be treated as a U.S corporation for U.S. federal income tax purposes under U.S. Internal Revenue Code (“IRC”) Section 7874 and be subject to U.S. federal income tax. However, for Canadian tax purposes, the Company is expected, regardless of any application of IRC Section 7874, to be treated as a Canadian resident company (as defined in the Income Tax Act (Canada)) for Canadian income tax purposes. As a result, the Company will be subject to taxation both in Canada and the U.S. Notwithstanding the foregoing, it is management’s expectation that the Company’s activities will be conducted in such a manner that income from operations will not be subjected to double taxation. HSCP operates in the U.S. as a limited liability company that is treated as a partnership for U.S. federal, state and local income tax purposes. As a result, HSCP’s income from its U.S. operations is not subject to U.S. federal income tax because the income is attributable to its members. Accordingly, the Company’s U.S. tax provision is based on the portion of HSCP’s income attributable to the Company and excludes the income attributable to other members of HSCP, whose income is included in Net loss attributable to non-controlling interests in the Consolidated Statements of Operations. In addition, the Company also records a tax provision for the corporate entities owned directly by HSCP. Income tax expense is recognized in the Consolidated Statements of Operations. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years. Deferred tax assets and liabilities and the related deferred tax expense or recovery are recognized for deferred tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs. A deferred tax asset is recognized to the extent that it is probable that future taxable income will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current assets against current tax liabilities and when they relate to income taxes levied by the same taxing authority and the Company intends to settle its current tax assets and liabilities on a net basis. Certain Acreage subsidiaries are subject to IRC Section 280E. This section disallows deductions and credits attributable to a trade or business of trafficking in controlled substances. Under U.S. law, marijuana is a Schedule I controlled substance. |
Revenue [Policy Text Block] | Revenue recognition The Company early adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) on January 1, 2018. The new standard provides for a single model that applies to all contracts with customers with two types of recognition: at a point in time or over time. The Company has applied Topic 606 retrospectively for all periods presented and determined that there is no change to the comparative periods or transitional adjustments required as a result of adoption. The Company’s accounting policy for revenue recognition under Topic 606 is as follows: 1. Identify the contract with a customer; 2. Identify the performance obligation(s); 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligation(s); 5. Recognize revenue when/as performance obligation(s) are satisfied. Revenue from the direct sale of cannabis to customers for a fixed price is recognized when the Company transfers control of the good to the customer. The Company disaggregates its revenues from the direct sale of cannabis to customers on the Statements of Operations as Retail revenue, net and Wholesale revenue, net . Revenue from management contracts is recognized over time as the management services are provided. The Company provides management services to other cannabis companies for a fee structure that varies based on the contract. The services that may be provided are broadly defined and span the entire scope of the business. The Company evaluates the nature of its promise to the customer in these contracts and determines that its promise is to provide a management service. The service comprises various activities that may vary each day (such as support for cultivation, finance, accounting, human resources, retail, etc.). The Company disaggregates its management contract revenue on the Statements of Operations as Other revenue, net . Amounts disclosed as revenue are net of allowances, discounts and rebates. |
Share-based Payment Arrangement [Policy Text Block] | Equity-settled payments The Company issues equity-based awards to employees and non-employee directors for services. The Company measures these awards based on their fair value at the grant date and recognizes compensation expense over the requisite service period. The Company generally issues new shares to satisfy conversions, option and warrant exercises, and RSU vests. Forfeitures are accounted for as they occur. |
Earnings Per Share, Policy [Policy Text Block] | Loss per share Net loss per share represents the net loss attributable to shareholders divided by the weighted average number of shares outstanding during the period on an as converted basis. Basic and diluted loss per share are the same as of December 31, 2019 , 2018 and 2017, as the issuance of shares upon conversion, exercise or vesting of outstanding units would be anti-dilutive in each period. There were 41,526 , 38,061 , and 0 anti-dilutive shares outstanding as of December 31, 2019, 2018 and 2017, respectively. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Acquisitions [Abstract] | |
2019 PPA [Table Text Block] | Purchase Price Allocation Thames Valley (1) NCC (2) Form Factory (3) Total Assets acquired: Cash and cash equivalents $ 106 $ 696 $ 4,276 $ 5,078 Inventory 39 170 520 729 Other current assets 1 36 1,136 1,173 Capital assets, net — 539 3,988 4,527 Operating lease ROU asset — — 10,477 10,477 Goodwill 3,596 4,192 65,303 73,091 Intangible assets - cannabis licenses 14,850 2,500 40,372 57,722 Intangible assets - customer relationships — — 4,600 4,600 Intangible assets - developed technology — — 3,100 3,100 Other non-current assets — 25 403 428 Liabilities assumed: Accounts payable and accrued liabilities (121 ) (24 ) (1,572 ) (1,717 ) Other current liabilities — (621 ) (74 ) (695 ) Debt — — (494 ) (494 ) Operating lease liability — — (10,477 ) (10,477 ) Deferred tax liability (3,399 ) (461 ) (14,519 ) (18,379 ) Other liabilities — (175 ) (23 ) (198 ) Fair value of net assets acquired $ 15,072 $ 6,877 $ 107,016 $ 128,965 Consideration paid: Cash $ 15,072 $ — $ 3,711 $ 18,783 Deferred acquisition costs and deposits — 100 — 100 Subordinate Voting Shares — 3,948 95,266 99,214 Settlement of pre-existing relationship — 830 8,039 8,869 Fair value of previously held interest — 1,999 — 1,999 Total consideration $ 15,072 $ 6,877 $ 107,016 $ 128,965 Subordinate Voting Shares issued — 211 4,770 4,981 |
2018 PPA [Table Text Block] | Purchase Price Allocation D&B (1) WPMC (2) PATCC (3) PWC (4) NYCANNA (5) PWCT (6) IGF (7) Total Assets acquired: Cash and cash equivalents $ 308 $ 62 $ 36 $ 19 $ 453 $ 662 $ 4 $ 1,544 Inventory 120 — — — 3,385 205 319 4,029 Other current assets — — — — 67 1 29 97 Notes receivable — 814 6,181 — — — — 6,995 Capital assets, net 24 — — 5,614 5,996 723 3,119 15,476 Goodwill 1,328 11,586 5,636 6,241 1,626 1,491 2,017 29,925 Intangible assets - cannabis licenses 13,100 — — 15,300 39,800 9,399 10,298 87,897 Intangible assets - management contracts — 31,200 6,401 — — — — 37,601 Other non-current assets 5 — — 123 69 7 — 204 Liabilities assumed: Accounts payable and accrued liabilities (382 ) (41 ) — (872 ) (1,153 ) (275 ) (41 ) (2,764 ) Deferred tax liability — — — (3,708 ) — — — (3,708 ) Other liabilities (3 ) — — — (49 ) — — (52 ) Fair value of net assets acquired $ 14,500 $ 43,621 $ 18,254 $ 22,717 $ 50,194 $ 12,213 $ 15,745 $ 177,244 Consideration paid: Cash paid in 2018 $ 250 $ 8,168 $ — $ 750 $ 13,833 $ 2,475 $ 8,215 $ 33,691 Cash paid in 2019 — — — — — — 7,500 $ 7,500 Class D units 3,100 11,200 14,964 21,046 21,575 7,122 — 79,007 Subordinate Voting Shares (“SVS”) — — — — — — 30 30 Seller’s notes (Note 10) 11,150 — 1,118 921 2,238 479 — 15,906 Fair value of previously held interest — 17,012 2,172 — 12,548 2,137 — 33,869 Fair value of non-controlling interest — 7,241 — — — — — 7,241 Total consideration $ 14,500 $ 43,621 $ 18,254 $ 22,717 $ 50,194 $ 12,213 $ 15,745 $ 177,244 Class D units/SVS issued 500 1,806 2,414 3,394 3,480 1,149 1 12,744 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments [Table Text Block] | Pro forma results (unaudited) Revenues, net Gross profit Net operating income (loss) Net income (loss) Consolidated results $ 21,124 $ 9,420 $ (41,133 ) $ (32,261 ) D&B/PWCT pre-acquisition 11,077 4,661 2,685 2,502 Pro forma results $ 32,201 $ 14,081 $ (38,448 ) $ (29,759 ) D&B/PWCT post-acquisition $ 8,357 $ 2,899 $ 1,791 $ 1,800 |
Deferred Acquisition Costs and Deposits [Table Text Block] | Acquisition Target December 31, 2018 Nature’s Way Nursery of Miami, Inc. $ 12,000 Form Factory (1) 10,000 NCC 100 Deferred acquisition costs and deposits $ 22,100 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangibles and Goodwill [Abstract] | |
Intangible Assets [Table Text Block] | Intangibles December 31, 2019 December 31, 2018 Finite-lived intangible assets: Management contracts $ 52,438 $ 68,384 Customer relationships 4,600 — Developed technology 3,100 — 60,138 68,384 Accumulated amortization on finite-lived intangible assets: Management contracts (5,750 ) (3,128 ) Customer relationships (649 ) — Developed technology (114 ) — (6,513 ) (3,128 ) Finite-lived intangible assets, net 53,625 65,256 Indefinite-lived intangible assets Cannabis licenses 232,347 88,697 Total intangibles, net $ 285,972 $ 153,953 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization of Intangibles 2020 2021 2022 2023 2024 Amortization expense $ 5,234 $ 5,234 $ 5,234 $ 5,234 $ 4,585 |
Schedule of Goodwill [Table Text Block] | Goodwill Total December 31, 2017 $ 2,191 Acquisitions 29,925 December 31, 2018 $ 32,116 Acquisitions 73,091 Adjustment to purchase price allocation 550 December 31, 2019 $ 105,757 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments [Abstract] | |
Investment Holdings, Schedule of Investments [Table Text Block] | Investments December 31, 2019 December 31, 2018 Total short-term investments $ — $ 149,090 Investments held at FV-NI 4,376 2,869 Equity method investments 123 975 Total long-term investments $ 4,499 $ 3,844 |
Investment Income [Table Text Block] | Investment income Year Ended December 31, 2019 2018 2017 Short-term investments $ 738 $ 406 $ — Investments without readily determinable fair value — — 150 Investments held at FV-NI (2,218 ) 6,570 — Equity method investments 1,000 13,301 256 Gain from investments held for sale — 1,500 — Income from investments, net $ (480 ) $ 21,777 $ 406 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Receivable [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | December 31, 2019 December 31, 2018 Notes receivable $ 75,851 $ 27,920 Interest receivable 5,774 2,625 Total notes receivable $ 81,625 $ 30,545 Less: Notes receivable, current 2,146 3,114 Notes receivable, non-current $ 79,479 $ 27,431 |
Schedule of Line of Credit Facilities [Table Text Block] | Lines of Credit Balance as of Counterparty Maximum Obligation Interest Rate December 31, 2019 December 31, 2018 Greenleaf (1) $ 29,286 4.75% - 5% $ 22,569 $ 7,030 CWG Botanicals, Inc. ("CWG") (2) 12,000 8% 9,152 4,587 Compassionate Care Foundation, Inc. (“CCF”) (3) 12,500 18% 7,152 5,616 Prime Alternative Treatment Center, Inc. ("PATC") (4) 4,650 15% 4,650 4,650 Patient Centric of Martha’s Vineyard, Ltd. (“PCMV”) (5) 9,000 15% 5,758 856 Health Circle, Inc. (6) 8,000 15% 3,988 1,519 Total $ 75,436 $ 53,269 $ 24,258 |
Capital Assets, net (Tables)
Capital Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Capital Assets, net [Abstract] | |
Property, Plant and Equipment [Table Text Block] | December 31, 2019 December 31, 2018 Land $ 9,839 $ 6,241 Building 34,522 14,364 Right-of-use asset, finance leases 5,954 — Construction in progress 17,288 5,569 Furniture, fixtures and equipment 21,019 8,156 Leasehold improvements 22,682 12,115 Capital assets, gross $ 111,304 $ 46,445 Less: accumulated depreciation (5,257 ) (1,402 ) Capital assets, net $ 106,047 $ 45,043 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Finance Lease, Liability, Maturity [Table Text Block] | Maturity of lease liabilities Operating Leases Finance Leases 2020 $ 7,329 $ 832 2021 8,035 873 2022 7,884 893 2023 7,704 914 2024 7,396 936 Thereafter 49,921 18,740 Total lease payments $ 88,269 $ 23,188 Less: interest 37,988 17,056 Present value of lease liabilities $ 50,281 $ 6,132 Weighted average remaining lease term (years) 11 24 Weighted average discount rate 10% 14% |
Lease, Cost [Table Text Block] | Balance Sheet Information Classification December 31, 2019 Right-of-use assets Operating Operating lease right-of-use assets $ 51,950 Finance Capital assets, net 5,832 Total right-of-use assets $ 57,782 Lease liabilities Current Operating Operating lease liability, current $ 2,759 Financing Debt, current 49 Non-current Operating Operating lease liability, non-current 47,522 Financing Debt, non-current 6,083 Total lease liabilities $ 56,413 Statement of Operations Information Classification Year Ended Short-term lease expense General and administrative $ 1,262 Operating lease expense General and administrative 5,351 Finance lease expense: Amortization of right of use asset Depreciation and amortization 122 Interest expense on lease liabilities Interest expense 290 Sublease income Other loss, net (110 ) Net lease cost $ 5,653 Statement of Cash Flows Information Classification Year Ended Cash paid for operating leases Net cash used in operating activities $ 3,667 Cash paid for finance leases - interest Net cash used in operating activities $ 223 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | December 31, 2019 December 31, 2018 Retail inventory $ 1,784 $ 1,101 Wholesale inventory 11,993 4,848 Cultivation inventory 3,021 2,400 Supplies & other 1,285 508 Total $ 18,083 $ 8,857 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt [Abstract] | |
Schedule of Debt [Table Text Block] | Debt balances December 31, 2019 December 31, 2018 NCCRE loan $ 492 $ 511 Seller’s notes 2,810 15,124 Related party debt 15,000 — Financing liability 19,052 — Finance lease liabilities 6,132 — Total debt $ 43,486 $ 15,635 Less: current portion of debt 15,300 15,144 Total long-term debt $ 28,186 $ 491 |
Interest Income and Interest Expense Disclosure [Table Text Block] | Interest Expense Year Ended December 31, 2019 2018 2017 Convertible notes: Cash interest $ — $ 869 $ 456 PIK interest — 1,912 605 Accretion — 926 132 Convertible note interest $ — $ 3,707 $ 1,193 NCCRE loan 19 22 22 Seller’s notes 416 888 — Interest expense on financing liability 469 — — Interest expense on finance lease liability 290 — — Total interest expense $ 1,194 $ 4,617 $ 1,215 |
Shareholders' Equity and Non-_2
Shareholders' Equity and Non-Controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Shareholders' Equity and Non-Controlling Interests [Abstract] | |
Schedule of Stock by Class [Table Text Block] | Shareholders’ Equity Subordinate Voting Shares Subordinate Voting Shares Held in Treasury Proportionate Voting Shares (as converted) Multiple Voting Shares Total Shares Outstanding December 31, 2017 — — — — — Existing unitholders transfer 8,817 (842 ) 57,835 168 65,978 Private placement 12,566 — — — 12,566 Issuances 560 — 60 — 620 December 31, 2018 21,943 (842 ) 57,895 168 79,164 Issuances 8,698 — — — 8,698 NCI conversions 2,784 — — — 2,784 PVS conversions 34,752 — (34,752 ) — — December 31, 2019 68,177 (842 ) 23,143 168 90,646 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Warrants Year Ended December 31, 2019 2018 Beginning balance 2,259 — Granted 4 2,259 Expired (223 ) — Ending balance 2,040 2,259 |
Noncontrolling Interest, Period Increase (Decrease) [Table Text Block] | HSCP net asset reconciliation December 31, 2019 December 31, 2018 Current assets $ 55,296 $ 268,817 Non-current assets 584,812 282,058 Current liabilities (46,434 ) (32,626 ) Non-current liabilities (75,219 ) (1,622 ) Other NCI balances (1,041 ) (1,130 ) Accumulated equity-settled expenses (111,934 ) (9,878 ) Net assets $ 405,480 $ 505,619 HSCP/USCo2 ownership % of HSCP 21.64 % 25.67 % Net assets allocated to USCo2/HSCP $ 87,746 $ 129,792 Net assets attributable to other NCIs 1,041 1,130 Total NCI $ 88,787 $ 130,922 Year Ended December 31, HSCP Summarized Statement of Operations 2019 2018 Net loss allocable to HSCP/USCo2 (1) $ (191,511 ) $ (16,080 ) HSCP/USCo2 weighted average ownership % of HSCP (1) 23.44 % 25.67 % Net loss allocated to HSCP/USCo2 $ (44,890 ) $ (4,128 ) Net loss allocated to other NCIs (4 ) (650 ) Net loss attributable to NCIs $ (44,894 ) $ (4,778 ) (1) Net loss and ownership percentage for the year ended December 31, 2018 were calculated from the RTO date through the end of the year. |
Schedule of Conversions of Stock [Table Text Block] | Year Ended December 31, Convertible Units 2019 2018 Beginning balance 27,340 49,350 Issuance of NCI units 198 43,198 Vested LLC C-1s canceled (416 ) — LLC C-1s vested 755 1,612 NCI units settled in cash (58 ) — NCI units converted to Pubco (2,784 ) (66,820 ) Ending balance 25,035 27,340 |
2018 NCI Purchases [Table Text Block] | 2018 NCI purchases Total Cash $ 19,643 Class D units 5,475 Seller’s notes 8,885 Forgiveness of shareholder advance 100 Total consideration $ 34,103 Carrying value on transaction date 12,305 Decrease in additional paid in capital $ (21,798 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity-based compensation [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Equity-based compensation expense Year Ended December 31, 2019 2018 2017 Equity-based compensation - Plan $ 62,946 $ 9,862 $ — Equity-based compensation - Plan (CGC Awards) 23,056 — — Equity-based compensation - other 11,536 1,368 1,837 Total equity-based compensation expense $ 97,538 $ 11,230 $ 1,837 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | Year Ended Year Ended Restricted Share Units (Fair value information expressed in whole dollars) RSUs Weighted Average Grant Date Fair Value RSUs Weighted Average Grant Date Fair Value Unvested, beginning of period 2,032 $ 24.53 — $ — Granted (1) 7,986 14.28 2,128 24.62 Forfeited (117 ) 17.85 — — Vested (2,058 ) 21.06 (96 ) 25.00 Unvested, end of period 7,843 $ 15.10 2,032 $ 24.53 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Year Ended Year Ended Stock Options (Exercise price expressed in whole dollars) Options Weighted Average Exercise Price Options Weighted Average Exercise Price Options outstanding, beginning of period 4,605 $ 25.00 — $ — Granted 1,785 14.04 4,605 25.00 Forfeited (782 ) 24.68 — — Exercised — — — — Options outstanding, end of period 5,608 $ 21.56 4,605 $ 25.00 Options exercisable, end of period 1,427 $ 24.80 — $ — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Black-Scholes inputs Year Ended December 31, 2019 2018 Weighted average grant date fair value range $4.76 - $16.72 $12.04 - $18.70 Assumption ranges: Risk-free rate 1.50% - 2.60% 2.78% - 2.92% Expected dividend yield —% —% Expected term (in years) 6 6 Expected volatility 75% - 85% 87% |
Share-based payment arrangements, LLC profits interests [Table Text Block] | Year Ended Year Ended Year Ended Profits Interests (Fair value information expressed in whole dollars) Number of Units Weighted Average Grant Date Fair Value Number of Units Weighted Average Grant Date Fair Value Number of Units Weighted Average Grant Date Fair Value Unvested, beginning of period 1,825 $ 0.43 — $ — — $ — Class C-1 units granted — — 4,284 0.48 3,250 0.47 Class C-1 units canceled (70 ) 0.43 (847 ) 0.64 — — Class C-1 vested (755 ) 0.43 (1,612 ) 0.43 (3,250 ) 0.47 Unvested, end of period 1,000 $ 0.43 1,825 $ 0.43 — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred taxes December 31, 2019 December 31, 2018 Deferred tax assets: Net operating losses $ 1,295 $ 66 Other 670 83 Total deferred tax assets 1,965 149 Valuation allowance (1,965 ) (149 ) Net deferred tax asset — — Deferred tax liabilities: Partnership basis difference (63,997 ) (33,827 ) Net deferred tax liability (63,997 ) (33,827 ) Net deferred tax liabilities $ (63,997 ) $ (33,827 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income tax provision Year Ended December 31, 2019 2018 2017 Current taxes: Federal $ 6,351 $ 1,117 $ 895 State 2,482 475 75 Total current 8,833 1,592 970 Deferred taxes: Federal (2,625 ) (38 ) — State (1,219 ) (18 ) — Total deferred (3,844 ) (56 ) — Total income tax provision $ 4,989 $ 1,536 $ 970 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Tax provision reconciliation Year Ended Year Ended Year Ended $ % $ % $ % Computed expected federal income tax benefit $ (39,936 ) 21.0 % $ (6,452 ) 21.0 % $ (2,912 ) 34.0 % Increase (decrease) in income taxes resulting from: State taxes (20,151 ) 10.6 (3,022 ) 9.8 (1,070 ) 12.5 Nondeductible permanent items 49,231 (25.9 ) 4,483 (14.6 ) 611 (7.1 ) Pass-through entities & non-controlling interests 13,465 (7.1 ) 6,375 (20.7 ) 4,139 (48.3 ) Increase in valuation allowance 1,816 (1.0 ) 149 (0.5 ) — — Other 564 (0.2 ) 3 — 202 (2.4 ) Actual income tax provision $ 4,989 (2.6 )% $ 1,536 (5.0 )% $ 970 (11.3 )% |
Unrecognized Tax Benefits [Table Text Block] | Unrecognized tax benefits Year Ended December 31, 2019 2018 2017 Balance at beginning of period $ 1,394 $ 1,391 $ 1,189 Increase based on tax positions related to current period — — 165 Increase based on tax positions related to prior period 500 3 37 Decrease related to settlements with taxing authorities (27 ) — — Balance at end of period $ 1,867 $ 1,394 $ 1,391 |
Quarterly Financial Data (una_2
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Data (unaudited) [Abstract] | |
Quarterly Financial Information [Table Text Block] | Quarter Ended March 31, June 30, September 30, December 31, 2019 Total revenues, net $ 12,897 $ 17,745 $ 22,402 $ 21,065 Gross profit 5,320 7,613 9,694 7,817 Net loss (30,804 ) (49,265 ) (49,502 ) (65,591 ) Net loss attributable to Acreage (23,377 ) (37,541 ) (38,716 ) (50,634 ) Net loss attributable to Acreage, basic and diluted $ (0.29 ) $ (0.44 ) $ (0.43 ) $ (0.56 ) 2018 Total revenues, net $ 2,197 $ 2,991 $ 5,755 $ 10,181 Gross profit 841 1,343 2,661 4,575 Net income (loss) (4,992 ) 14,809 (12,317 ) (29,761 ) Net income (loss) attributable to Acreage (4,836 ) 14,962 (12,022 ) (25,587 ) Net income (loss) attributable to Acreage, basic and diluted $ (0.10 ) $ 0.29 $ (0.15 ) $ (0.31 ) |
Nature of Operations (Details)
Nature of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 02, 2020 | Feb. 10, 2020 | Dec. 31, 2018 |
Nature of Operations [Abstract] | |||
Price per subscription receipt | $ 25 | ||
Gross proceeds from RTO private placement | $ 314,154 | ||
Cash fee paid to agents | 6.00% | ||
Reduced cash fee paid to agents | 2.50% | ||
Advisory fee for non-brokered portion | $ 3,000 | ||
Warrants paid to agents | 2.00% | ||
Warrants paid to agents, reduced | 1.50% | ||
Strike price per broker warrant | $ 5.80 | $ 4.93 | $ 25 |
Expiration of broker warrants | 24 months |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 41,526 | 38,061 | 0 |
Furniture, fixtures and equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Furniture, fixtures and equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Building [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Building [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 40 years |
Acquisitions PPA Tables (Detail
Acquisitions PPA Tables (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 16, 2019 | Mar. 04, 2019 | Jan. 29, 2019 | Nov. 21, 2018 | Sep. 13, 2018 | Aug. 15, 2018 | Jul. 03, 2018 | May 31, 2018 | |
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 5,078 | $ 1,544 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 729 | 4,029 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 1,173 | 97 | |||||||||
Business Combination, Notes receivable acquired | 6,995 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4,527 | 15,476 | |||||||||
Operating lease right of use assets acquired | 10,477 | ||||||||||
Goodwill of acquired entities | 73,091 | 29,925 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 57,722 | 87,897 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 428 | 204 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (1,717) | (2,764) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (695) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | (494) | ||||||||||
Operating lease liability acquired | (10,477) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (18,379) | (3,708) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (198) | (52) | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 128,965 | 177,244 | |||||||||
Payments to Acquire Businesses, Gross | 18,783 | 33,691 | |||||||||
Cash consideration paid in following fiscal year | 7,500 | ||||||||||
Business Combination, Consideration Transferred, Deferred acquisition costs and deposits | 100 | ||||||||||
Business Combination, Consideration Transferred, Debt | 15,906 | ||||||||||
Business Combination, Consideration Transferred, Other | 8,869 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 1,999 | 33,869 | |||||||||
Business Combination, Consideration Transferred | $ 128,965 | $ 177,244 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 4,981 | 12,744 | |||||||||
Deferred acquisition costs and deposits | $ (2,076) | $ 22,675 | $ 0 | ||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value consideration | 7,241 | ||||||||||
HSCP LLC Membership Units [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 79,007 | ||||||||||
Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 99,214 | 30 | |||||||||
D&B [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 308 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 120 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 0 | ||||||||||
Business Combination, Notes receivable acquired | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 24 | ||||||||||
Goodwill of acquired entities | 1,328 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 13,100 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 5 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (382) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (3) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 14,500 | ||||||||||
Payments to Acquire Businesses, Gross | 250 | ||||||||||
Cash consideration paid in following fiscal year | 0 | ||||||||||
Business Combination, Consideration Transferred, Debt | 11,150 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 0 | ||||||||||
Business Combination, Consideration Transferred | $ 14,500 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 500 | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value consideration | $ 0 | ||||||||||
D&B [Member] | HSCP LLC Membership Units [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 3,100 | ||||||||||
D&B [Member] | Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 0 | ||||||||||
WPMC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 62 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 0 | ||||||||||
Business Combination, Notes receivable acquired | 814 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 0 | ||||||||||
Goodwill of acquired entities | 11,586 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (41) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 43,621 | ||||||||||
Payments to Acquire Businesses, Gross | 8,168 | ||||||||||
Cash consideration paid in following fiscal year | 0 | ||||||||||
Business Combination, Consideration Transferred, Debt | 0 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 17,012 | ||||||||||
Business Combination, Consideration Transferred | $ 43,621 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,806 | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 45.00% | ||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 84.00% | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 10,782 | ||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value consideration | 7,241 | ||||||||||
WPMC [Member] | HSCP LLC Membership Units [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 11,200 | ||||||||||
WPMC [Member] | Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 0 | ||||||||||
PATCC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 36 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 0 | ||||||||||
Business Combination, Notes receivable acquired | 6,181 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 0 | ||||||||||
Goodwill of acquired entities | 5,636 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 18,254 | ||||||||||
Payments to Acquire Businesses, Gross | 0 | ||||||||||
Cash consideration paid in following fiscal year | 0 | ||||||||||
Business Combination, Consideration Transferred, Debt | 1,118 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 2,172 | ||||||||||
Business Combination, Consideration Transferred | $ 18,254 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,414 | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 88.00% | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 2,109 | ||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value consideration | 0 | ||||||||||
PATCC [Member] | HSCP LLC Membership Units [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 14,964 | ||||||||||
PATCC [Member] | Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 0 | ||||||||||
PWC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 19 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 0 | ||||||||||
Business Combination, Notes receivable acquired | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 5,614 | ||||||||||
Goodwill of acquired entities | 6,241 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 15,300 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 123 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (872) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (3,708) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 22,717 | ||||||||||
Payments to Acquire Businesses, Gross | 750 | ||||||||||
Cash consideration paid in following fiscal year | 0 | ||||||||||
Business Combination, Consideration Transferred, Debt | 921 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 0 | ||||||||||
Business Combination, Consideration Transferred | $ 22,717 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 3,394 | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value consideration | $ 0 | ||||||||||
PWC [Member] | HSCP LLC Membership Units [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 21,046 | ||||||||||
PWC [Member] | Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 0 | ||||||||||
NYCANNA [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 453 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 3,385 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 67 | ||||||||||
Business Combination, Notes receivable acquired | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 5,996 | ||||||||||
Goodwill of acquired entities | 1,626 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 39,800 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 69 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (1,153) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (49) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 50,194 | ||||||||||
Payments to Acquire Businesses, Gross | 13,833 | ||||||||||
Cash consideration paid in following fiscal year | 0 | ||||||||||
Business Combination, Consideration Transferred, Debt | 2,238 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 12,548 | ||||||||||
Business Combination, Consideration Transferred | $ 50,194 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 3,480 | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 75.00% | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 1,954 | ||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value consideration | 0 | ||||||||||
NYCANNA [Member] | HSCP LLC Membership Units [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 21,575 | ||||||||||
NYCANNA [Member] | Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 0 | ||||||||||
PWCT [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 662 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 205 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 1 | ||||||||||
Business Combination, Notes receivable acquired | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 723 | ||||||||||
Goodwill of acquired entities | 1,491 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 9,399 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 7 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (275) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 12,213 | ||||||||||
Payments to Acquire Businesses, Gross | 2,475 | ||||||||||
Cash consideration paid in following fiscal year | 0 | ||||||||||
Business Combination, Consideration Transferred, Debt | 479 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 2,137 | ||||||||||
Business Combination, Consideration Transferred | $ 12,213 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,149 | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 82.00% | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 387 | ||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value consideration | 0 | ||||||||||
PWCT [Member] | HSCP LLC Membership Units [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 7,122 | ||||||||||
PWCT [Member] | Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 0 | ||||||||||
IGF [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 4 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 319 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 29 | ||||||||||
Business Combination, Notes receivable acquired | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 3,119 | ||||||||||
Goodwill of acquired entities | 2,017 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 10,298 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (41) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 15,745 | ||||||||||
Payments to Acquire Businesses, Gross | 8,215 | ||||||||||
Cash consideration paid in following fiscal year | 7,500 | ||||||||||
Business Combination, Consideration Transferred, Debt | 0 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 0 | ||||||||||
Business Combination, Consideration Transferred | $ 15,745 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1 | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value consideration | $ 0 | ||||||||||
IGF [Member] | HSCP LLC Membership Units [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 0 | ||||||||||
IGF [Member] | Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 30 | ||||||||||
Thames Valley [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 106 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 39 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 1 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 0 | ||||||||||
Operating lease right of use assets acquired | 0 | ||||||||||
Goodwill of acquired entities | 3,596 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 14,850 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (121) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 0 | ||||||||||
Operating lease liability acquired | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (3,399) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 15,072 | ||||||||||
Payments to Acquire Businesses, Gross | 15,072 | ||||||||||
Business Combination, Consideration Transferred, Deferred acquisition costs and deposits | 0 | ||||||||||
Business Combination, Consideration Transferred, Other | 0 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 0 | ||||||||||
Business Combination, Consideration Transferred | $ 15,072 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 0 | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||||
Thames Valley [Member] | Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 0 | ||||||||||
NCC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 696 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 170 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 36 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 539 | ||||||||||
Operating lease right of use assets acquired | 0 | ||||||||||
Goodwill of acquired entities | 4,192 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 2,500 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 25 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (24) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (621) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 0 | ||||||||||
Operating lease liability acquired | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (461) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (175) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 6,877 | ||||||||||
Payments to Acquire Businesses, Gross | 0 | ||||||||||
Business Combination, Consideration Transferred, Deferred acquisition costs and deposits | 100 | ||||||||||
Business Combination, Consideration Transferred, Other | 830 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 1,999 | ||||||||||
Business Combination, Consideration Transferred | $ 6,877 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 211 | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 70.00% | ||||||||||
Business Acquisition, Share Price | $ 18.70 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 999 | ||||||||||
NCC [Member] | Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 3,948 | ||||||||||
Form Factory [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 4,276 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 520 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 1,136 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 3,988 | ||||||||||
Operating lease right of use assets acquired | 10,477 | ||||||||||
Goodwill of acquired entities | 65,303 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 40,372 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 403 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (1,572) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (74) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | (494) | ||||||||||
Operating lease liability acquired | (10,477) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (14,519) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (23) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 107,016 | ||||||||||
Payments to Acquire Businesses, Gross | 3,711 | ||||||||||
Business Combination, Consideration Transferred, Deferred acquisition costs and deposits | 0 | ||||||||||
Business Combination, Consideration Transferred, Other | 8,039 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 0 | ||||||||||
Business Combination, Consideration Transferred | $ 107,016 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 4,770 | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||||
Business Acquisition, Share Price | $ 20.45 | ||||||||||
Total Expense for Vested Stock Compensation at time of acquisition | $ 2,139 | ||||||||||
Vested Stock Compensation at time of acquisition settled in shares, shares | 86 | ||||||||||
Vested Stock Compensation at time of acquisition settled in shares, value | $ 1,753 | ||||||||||
Form Factory [Member] | Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 95,266 | ||||||||||
Management Service [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 37,601 | ||||||||||
Management Service [Member] | D&B [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 0 | ||||||||||
Management Service [Member] | WPMC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 31,200 | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 18 years | ||||||||||
Management Service [Member] | PATCC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 6,401 | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||
Management Service [Member] | PWC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 0 | ||||||||||
Management Service [Member] | NYCANNA [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 0 | ||||||||||
Management Service [Member] | PWCT [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 0 | ||||||||||
Management Service [Member] | IGF [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 0 | ||||||||||
Customer-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,600 | ||||||||||
Customer-Related Intangible Assets [Member] | Thames Valley [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 0 | ||||||||||
Customer-Related Intangible Assets [Member] | NCC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 0 | ||||||||||
Customer-Related Intangible Assets [Member] | Form Factory [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,600 | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||||||
Technology-Based Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 3,100 | ||||||||||
Technology-Based Intangible Assets [Member] | Thames Valley [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 0 | ||||||||||
Technology-Based Intangible Assets [Member] | NCC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 0 | ||||||||||
Technology-Based Intangible Assets [Member] | Form Factory [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 3,100 | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 19 years |
Acquisitions 2018 Pro forma (De
Acquisitions 2018 Pro forma (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||||||
Total revenues, net | $ 21,065 | $ 22,402 | $ 17,745 | $ 12,897 | $ 10,181 | $ 5,755 | $ 2,991 | $ 2,197 | $ 74,109 | $ 21,124 | $ 7,743 |
Gross Profit | 7,817 | 9,694 | 7,613 | 5,320 | 4,575 | 2,661 | 1,343 | 841 | 30,444 | 9,420 | 3,435 |
Operating Income (Loss) | (191,444) | (41,133) | (7,047) | ||||||||
Net loss | $ (65,591) | $ (49,502) | $ (49,265) | $ (30,804) | $ (29,761) | $ (12,317) | $ 14,809 | $ (4,992) | $ (195,162) | (32,261) | $ (9,536) |
D&B and PWCT [Member] | |||||||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||||||
Total revenues, net | 11,077 | ||||||||||
Gross Profit | 4,661 | ||||||||||
Operating Income (Loss) | 2,685 | ||||||||||
Net loss | 2,502 | ||||||||||
Business Acquisition, Pro Forma Revenue | 32,201 | ||||||||||
Business Acquisition, Pro Forma Gross Profit | 14,081 | ||||||||||
Business Acquisition, Pro forma net operating income (loss) | (38,448) | ||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | (29,759) | ||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 8,357 | ||||||||||
Business Combination, Pro Forma Information, Gross Profit of Acquiree since acquisition date, actual | 2,899 | ||||||||||
Business Combination, Pro Forma Information, Operating Income (Loss) of Acquiree since acquisition date, actual | 1,791 | ||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 1,800 |
Acquisitions Deferred Acquisiti
Acquisitions Deferred Acquisition Costs and Deposits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Deferred Acquisition Costs and Deposits [Line Items] | |||
Deferred acquisition costs and deposits | $ 0 | $ 22,100 | |
Deferred acquisition costs and deposits | $ (2,076) | 22,675 | $ 0 |
Nature's Way [Member] | |||
Schedule of Deferred Acquisition Costs and Deposits [Line Items] | |||
Deferred acquisition costs and deposits | 12,000 | ||
Form Factory [Member] | |||
Schedule of Deferred Acquisition Costs and Deposits [Line Items] | |||
Deferred acquisition costs and deposits | 10,000 | ||
NCC [Member] | |||
Schedule of Deferred Acquisition Costs and Deposits [Line Items] | |||
Deferred acquisition costs and deposits | $ 100 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill Intangible Assets Table (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 60,138 | $ 68,384 |
Finite-Lived Intangible Assets, Accumulated Amortization | (6,513) | (3,128) |
Finite-Lived Intangible Assets, Net | 53,625 | 65,256 |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 232,347 | 88,697 |
Intangible assets, net | 285,972 | 153,953 |
Management Service [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets, Finite-lived | 3,949 | |
Finite-Lived Intangible Assets, Gross | 52,438 | 68,384 |
Finite-Lived Intangible Assets, Accumulated Amortization | (5,750) | (3,128) |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 4,600 | 0 |
Finite-Lived Intangible Assets, Accumulated Amortization | (649) | 0 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 3,100 | 0 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (114) | $ 0 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Jul. 02, 2019USD ($)$ / shares | Jan. 04, 2019USD ($)$ / shares | Dec. 20, 2018$ / shares | Jul. 30, 2018USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Increase in notes receivable in exchange for MSA modification | $ 12,500 | ||||||
Decrease of finite lived intangible asset, net, due to modification | 10,106 | ||||||
Gain on modification of finite lived intangible asset | 2,394 | ||||||
Reduction of deferred tax liability in connection with MSA modification | 2,730 | ||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 9,514 | ||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Cash consideration paid in following fiscal year | 7,500 | ||||||
Deferred Costs | 100 | ||||||
Intangible Purchase, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 428 | $ 204 | |||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 1,999 | 33,869 | |||||
Intangible Purchase, Notes receivable acquired | 6,995 | ||||||
Amortization of Intangible Assets | 5,276 | 3,128 | $ 0 | ||||
Management Service [Member] | |||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Impairment of Intangible Assets, Finite-lived | $ 3,949 | ||||||
Nature's Way [Member] | Cannabis License [Member] | |||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Maximum retail licenses allowed in Florida | 40 | ||||||
Total consideration paid to purchase intangible asset | $ 70,103 | ||||||
Cash consideration paid to purchase intangible asset | 53,747 | ||||||
Deferred Costs | 12,000 | ||||||
Equity consideration paid to purchase intangible assets, HSCP units | $ 4,356 | ||||||
HSCP units issued to purchase intangible asset | shares | 198 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 22 | ||||||
Intangible Purchase, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment | $ 361 | ||||||
Intangible Purchase, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 190 | ||||||
Intangible Purchase, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | $ (16,049) | ||||||
Kanna [Member] | Cannabis License [Member] | |||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Total consideration paid to purchase intangible asset | $ 7,525 | ||||||
Cash consideration paid to purchase intangible asset | 1,991 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 15.81 | ||||||
Intangible Purchase, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | $ (2,316) | ||||||
Equity consideration paid to purchase intangible asset, SVS | $ 5,534 | ||||||
SVS issued to purchase intangible asset | shares | 383 | ||||||
SSBP [Member] | Management Service [Member] | |||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Total consideration paid to purchase intangible asset | 4,277 | ||||||
Cash consideration paid to purchase intangible asset | 416 | ||||||
Equity consideration paid to purchase intangible assets, HSCP units | $ 1,805 | ||||||
HSCP units issued to purchase intangible asset | shares | 291 | ||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||||
Debt consideration paid to purchase intangible asset | $ 2,056 | ||||||
Greenleaf [Member] | Management Service [Member] | |||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Total consideration paid to purchase intangible asset | 23,272 | ||||||
Cash consideration paid to purchase intangible asset | 8,245 | ||||||
Cash consideration paid in following fiscal year | 2,750 | ||||||
Equity consideration paid to purchase intangible assets, HSCP units | $ 5,494 | ||||||
HSCP units issued to purchase intangible asset | shares | 886 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 12.84 | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||
Equity consideration paid to purchase intangible asset, SVS | $ 3,438 | ||||||
SVS issued to purchase intangible asset | shares | 269 | ||||||
Debt consideration paid to purchase intangible asset | $ 6,095 | ||||||
NorCal [Member] | Management Service [Member] | |||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Total consideration paid to purchase intangible asset | 7,409 | ||||||
Cash consideration paid to purchase intangible asset | 534 | ||||||
Equity consideration paid to purchase intangible assets, HSCP units | $ 3,446 | ||||||
HSCP units issued to purchase intangible asset | shares | 556 | ||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 55.00% | ||||||
Consideration, settlement of pre-existing relationship | $ 86 | ||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 3,343 | ||||||
Intangible Purchase, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 255 | ||||||
Intangible Purchase, Notes receivable acquired | $ 4,175 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill Future Amortization Table (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 5,234 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 5,234 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 5,234 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 5,234 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 4,585 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill Goodwill Table (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | |||
Goodwill | $ 105,757 | $ 32,116 | $ 2,191 |
Goodwill, Period Increase (Decrease) | 73,091 | $ 29,925 | |
Goodwill, Purchase Accounting Adjustments | $ 550 |
Investments Investment Holdings
Investments Investment Holdings Table (Details) - USD ($) | Mar. 11, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Investment Holdings [Line Items] | |||
Short-term investments | $ 0 | $ 149,090,000 | |
Equity Securities, FV-NI | $ 5,700 | 4,376,000 | 2,869,000 |
Equity Method Investments | 123,000 | 975,000 | |
Long-term investments | $ 4,499,000 | $ 3,844,000 |
Investments Investment Income T
Investments Investment Income Table (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net Investment Income [Line Items] | |||
Income (loss) from investments, net | $ (480) | $ 21,777 | $ 406 |
Short-term Debt [Member] | |||
Net Investment Income [Line Items] | |||
Income (loss) from investments, net | 738 | 406 | 0 |
Investments without readily determinable fair value [Member] | |||
Net Investment Income [Line Items] | |||
Income (loss) from investments, net | 0 | 0 | 150 |
Equity securities, FV-NI [Member] | |||
Net Investment Income [Line Items] | |||
Income (loss) from investments, net | (2,218) | 6,570 | 0 |
Equity Method Investments [Member] | |||
Net Investment Income [Line Items] | |||
Income (loss) from investments, net | 1,000 | 13,301 | 256 |
Investments held for sale [Member] | |||
Net Investment Income [Line Items] | |||
Income (loss) from investments, net | $ 0 | $ 1,500 | $ 0 |
Investments Investments Narrati
Investments Investments Narrative (Details) - USD ($) $ in Thousands | May 08, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Investments [Abstract] | ||||
Treasury bill interest rate range, minimum | 2.20% | |||
Treasury bill interest rate range, maximum | 2.40% | |||
Proceeds from (purchase of) short-term investments | $ 149,828 | $ (148,684) | $ 0 | |
Acreage ownership of FLW | 44.00% | |||
FLW ownership of SFN | 15.00% | |||
Note receivable received in exchange of SFN investment | $ 2,028 | |||
FLW warrant expense | 1,423 | |||
De-consolidation of FLW NCI - investment | 4,775 | |||
De-consolidation of FLW NCI - note receivable | 880 | |||
Proceeds from sale of investment | $ 1 | 0 | 9,634 | 0 |
Gain on sale of investment | $ 0 | $ 1,500 | $ 0 |
Notes Receivable Notes Receivab
Notes Receivable Notes Receivable Table (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Notes Receivable [Abstract] | ||
Financing Receivable, Not Past Due | $ 75,851 | $ 27,920 |
Interest Receivable | 5,774 | 2,625 |
Notes receivable, including accrued interest | 81,625 | 30,545 |
Notes receivable, current | 2,146 | 3,114 |
Notes receivable, non-current | $ 79,479 | $ 27,431 |
Notes Receivable Notes Narrativ
Notes Receivable Notes Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest income from loans receivable | $ 3,978 | $ 1,178 | $ 330 |
Payments to Acquire Notes Receivable | 39,145 | $ 15,483 | $ 3,823 |
Increase in notes receivable in exchange for MSA modification | 12,500 | ||
West Coast social equity entity [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Payments to Acquire Notes Receivable | $ 8,000 | ||
Investment Interest Rate | 8.00% | ||
Greenleaf [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest premium above prime rate | 10.00% |
Notes Receivable Lines of Credi
Notes Receivable Lines of Credit Table (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 75,436 | |
Long-term Line of Credit | 53,269 | $ 24,258 |
Greenleaf [Member] | ||
Line of Credit Facility [Line Items] | ||
Guarantor Obligations, Maximum Exposure, Undiscounted | 29,286 | |
Long-term Line of Credit | 22,569 | 7,030 |
CWG [Member] | ||
Line of Credit Facility [Line Items] | ||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 12,000 | |
Line of Credit Facility, Interest Rate at Period End | 8.00% | |
Long-term Line of Credit | $ 9,152 | 4,587 |
CCF [Member] | ||
Line of Credit Facility [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 12,500 | |
Line of Credit Facility, Interest Rate at Period End | 18.00% | |
Long-term Line of Credit | $ 7,152 | 5,616 |
Pending acquisition, percent of voting interests note will convert into | 54.00% | |
Pending acquisition, amount owed for remaining ownership interests | $ 10,000 | |
Pending acquisition, percent of voting interests to be purchased | 46.00% | |
PATC [Member] | ||
Line of Credit Facility [Line Items] | ||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 4,650 | |
Line of Credit Facility, Interest Rate at Period End | 15.00% | |
Long-term Line of Credit | $ 4,650 | 4,650 |
PCMV [Member] | ||
Line of Credit Facility [Line Items] | ||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 9,000 | |
Line of Credit Facility, Interest Rate at Period End | 15.00% | |
Long-term Line of Credit | $ 5,758 | 856 |
Health Circle [Member] | ||
Line of Credit Facility [Line Items] | ||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 8,000 | |
Line of Credit Facility, Interest Rate at Period End | 15.00% | |
Long-term Line of Credit | $ 3,988 | $ 1,519 |
Minimum [Member] | Greenleaf [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Interest Rate at Period End | 4.75% | |
Maximum [Member] | Greenleaf [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Interest Rate at Period End | 5.00% |
Capital Assets, net (Details)
Capital Assets, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 2,317 | $ 621 | $ 20 | |
Land | 9,839 | 6,241 | ||
Buildings and Improvements, Gross | 34,522 | 14,364 | ||
Finance Lease, Right-of-Use Asset | 5,954 | 0 | $ 383 | |
Construction in Progress, Gross | 17,288 | 5,569 | ||
Furniture and Fixtures, Gross | 21,019 | 8,156 | ||
Leasehold Improvements, Gross | 22,682 | 12,115 | ||
Property, Plant and Equipment, Gross | 111,304 | 46,445 | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (5,257) | (1,402) | ||
Capital assets, net | 106,047 | 45,043 | ||
Depreciation capitalized to inventory | (1,556) | (724) | 0 | |
Sale Leaseback Transaction, Net Proceeds, Financing Activities | $ 19,052 | $ 0 | $ 0 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Leases [Abstract] | ||||
Operating lease right-of-use assets | $ 51,950 | $ 0 | $ 11,718 | |
Finance Lease, Right-of-Use Asset | 5,954 | 0 | $ 383 | |
Finance Lease, Right-of-Use Asset | 5,832 | |||
Total right-of-use assets | 57,782 | |||
Operating lease liability, current | 2,759 | 0 | ||
Finance Lease, Liability, Current | 49 | |||
Operating lease liability, non-current | 47,522 | 0 | ||
Finance Lease, Liability, Noncurrent | 6,083 | |||
Total lease liabilities | 56,413 | |||
Short-term Lease, Cost | 1,262 | |||
Operating Lease, Expense | 5,351 | 1,604 | $ 703 | |
Finance Lease, Right-of-Use Asset, Amortization | 122 | |||
Finance Lease, Interest Expense | 290 | $ 0 | $ 0 | |
Sublease Income | (110) | |||
Lease, Cost | 5,653 | |||
Operating Lease, Payments | 3,667 | |||
Finance Lease, Interest Payment on Liability | $ 223 |
Leases Lease Maturities Table (
Leases Lease Maturities Table (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | ||
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | $ 7,329 | |
Finance Lease, Liability, Payments, Due Next Twelve Months | 832 | |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 8,035 | |
Finance Lease, Liability, Payments, Due Year Two | 873 | |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 7,884 | |
Finance Lease, Liability, Payments, Due Year Three | 893 | |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 7,704 | |
Finance Lease, Liability, Payments, Due Year Four | 914 | |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 7,396 | |
Finance Lease, Liability, Payments, Due Year Five | 936 | |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 49,921 | |
Finance Lease, Liability, Payments, Due after Year Five | 18,740 | |
Lessee, Operating Lease, Liability, Payments, Due | 88,269 | |
Finance Lease, Liability, Payment, Due | 23,188 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 37,988 | |
Finance Lease, Liability, Undiscounted Excess Amount | 17,056 | |
Operating Lease, Liability | 50,281 | |
Finance Lease, Liability | $ 6,132 | $ 0 |
Operating Lease, Weighted Average Remaining Lease Term | 11 years | |
Finance Lease, Weighted Average Remaining Lease Term | 24 years | |
Operating Lease, Weighted Average Discount Rate, Percent | 10.00% | |
Finance Lease, Weighted Average Discount Rate, Percent | 14.00% |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Retail Related Inventory | $ 1,784 | $ 1,101 |
Wholesale inventory | 11,993 | 4,848 |
Cultivation inventory | 3,021 | 2,400 |
Supplies and other inventory | 1,285 | 508 |
Inventory | $ 18,083 | $ 8,857 |
Debt Schedule of Debt Table (De
Debt Schedule of Debt Table (Details) - USD ($) | May 28, 2020 | Mar. 31, 2020 | Mar. 11, 2020 | Mar. 06, 2020 | Feb. 10, 2020 | Feb. 07, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 15, 2017 | Dec. 31, 2016 |
Debt [Abstract] | |||||||||||
Convertible Debt | $ 50,000 | $ 22,000 | $ 18,800 | $ 27,887 | $ 48,887 | $ 31,294,000 | |||||
Loans Payable | $ 492,000 | $ 511,000 | $ 550,000 | ||||||||
Notes Payable | 2,810,000 | 15,124,000 | |||||||||
Related Party Debt | $ 15,000 | 21,000 | $ 5,000 | 15,000,000 | 0 | ||||||
Sale Leaseback Transaction, Amount Due under Financing Arrangement | 19,052,000 | 0 | |||||||||
Finance Lease, Liability | 6,132,000 | 0 | |||||||||
Debt, Long-term and Short-term, Combined Amount | 43,486,000 | 15,635,000 | |||||||||
Debt, current | 21,000 | $ 1,900 | 15,300,000 | 15,144,000 | |||||||
Debt, non-current | $ 100,000 | $ 28,186,000 | $ 491,000 |
Debt Interest Income and Intere
Debt Interest Income and Interest Expense Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Financing Interest Expense | $ 469 | $ 0 | $ 0 |
Finance Lease, Interest Expense | 290 | 0 | 0 |
Interest expense | 1,194 | 4,617 | 1,215 |
Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Interest Expense, Debt | 0 | 3,707 | 1,193 |
NCCRE Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest Expense, Debt | 19 | 22 | 22 |
Seller's notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest Expense, Debt | 416 | 888 | 0 |
Cash interest [Member] | Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Interest Expense, Debt | 0 | 869 | 456 |
PIK interest [Member] | Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Interest Expense, Debt | 0 | 1,912 | 605 |
Accretion [Member] | Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Interest Expense, Debt | $ 0 | $ 926 | $ 132 |
Debt Debt Narrative (Details)
Debt Debt Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands | Mar. 02, 2020 | Feb. 10, 2020 | Dec. 31, 2018 | May 28, 2020 | Mar. 31, 2020 | Mar. 11, 2020 | Mar. 06, 2020 | Feb. 07, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Nov. 15, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||||||||||
Convertible Debt | $ 27,887 | $ 50,000 | $ 22,000 | $ 18,800 | $ 48,887 | $ 31,294,000 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,473 | |||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 1,878 | |||||||||||
Strike price per broker warrant | $ 5.80 | $ 4.93 | $ 25 | |||||||||
Loans Payable | $ 511,000 | $ 492,000 | $ 550,000 | |||||||||
Proceeds from Related Party Debt | $ 0 | $ 15,000 | $ 21,000 | $ 5,000 | $ 15,000,000 | |||||||
NCCRE Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 3.55% | 3.70% | ||||||||||
Seller's notes [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 3.50% | |||||||||||
Seller's notes [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 10.00% |
Shareholders' Equity and Non-_3
Shareholders' Equity and Non-Controlling Interests Narrative (Details) $ in Thousands | Mar. 11, 2020shares | Feb. 10, 2020shares | Mar. 31, 2020shares | Dec. 31, 2019shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares |
Class of Stock [Line Items] | ||||||
Issuance of Class C units, value | $ 630 | |||||
Issuance of Class D Units, value | $ 105,514 | |||||
Issuance of Class E units, value, gross | 119,983 | |||||
Equity issuance costs, Class E units | $ 3,859 | |||||
Partners' Capital Account, Units, Sold in Public Offering | shares | 12,566,000 | |||||
Gross proceeds from RTO private placement | $ 314,154 | |||||
Equity issuance costs, private placement | 17,652 | |||||
RTO-related listing expense | $ 6,126 | |||||
RTO-related issuances, net, shares | shares | 41 | 1 | 1 | 60,000 | ||
RTO-related issuances, net, value | $ 1,502 | |||||
Redemption of membership units at RTO, value | $ (20,774) | |||||
MVS owned by founder | 100.00% | |||||
Establishment of deferred tax liability at RTO | $ 30,175 | |||||
PVS to SVS conversion ratio | shares | 40 | |||||
Number of votes per MVS | 3,000 | |||||
MVS to PVS conversion ratio | shares | 1 | |||||
HSCP LLC Membership Units | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Class C units, shares | shares | 6,000,000 | |||||
Issuance of Class D units, shares | shares | 17,018,000 | |||||
Issuance of Class E units, shares | shares | 19,352,000 | |||||
Redemption of membership units at RTO, shares | shares | (66,820,000) | |||||
Common Class C [Member] | ||||||
Class of Stock [Line Items] | ||||||
Redemption of membership units at RTO, shares | shares | 168,000 | |||||
Share Capital | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Class C units, value | $ 630 | |||||
Issuance of Class D Units, value | $ 105,514 | |||||
Redemption of membership units at RTO, value | 280 | |||||
Establishment of deferred tax liability at RTO | 30,175 | |||||
Treasury Stock | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Class C units, value | $ 0 | |||||
Issuance of Class D Units, value | 0 | |||||
Redemption of membership units at RTO, value | (21,054) | |||||
Establishment of deferred tax liability at RTO | $ 0 |
Shareholders' Equity and Non-_4
Shareholders' Equity and Non-Controlling Interests Schedule of Stock by Class (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||
Common Stock, Shares, Outstanding | 90,646 | 79,164 | |
Treasury Stock, Common, Shares | (842) | (842) | |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares, Outstanding | 68,177 | 21,943 | 0 |
Redemption of membership units at RTO, shares | 8,817 | ||
Partners' Capital Account, Units, Sold in Private Placement | 12,566 | ||
Stockholders' Equity, Other Shares | 8,698 | 560 | |
Conversion of NCI units | 2,784 | ||
Conversion of PVS to SVS | 34,752 | ||
Treasury Stock, Common [Member] | |||
Class of Stock [Line Items] | |||
Treasury Stock, Common, Shares | (842) | (842) | 0 |
Redemption of membership units at RTO, shares | (842) | ||
Partners' Capital Account, Units, Sold in Private Placement | 0 | ||
Stockholders' Equity, Other Shares | 0 | 0 | |
Conversion of NCI units | 0 | ||
Conversion of PVS to SVS | 0 | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares, Outstanding | 23,143 | 57,895 | 0 |
Redemption of membership units at RTO, shares | 57,835 | ||
Partners' Capital Account, Units, Sold in Private Placement | 0 | ||
Stockholders' Equity, Other Shares | 0 | 60 | |
Conversion of NCI units | 0 | ||
Conversion of PVS to SVS | (34,752) | ||
Common Class C [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares, Outstanding | 168 | 168 | 0 |
Redemption of membership units at RTO, shares | 168 | ||
Partners' Capital Account, Units, Sold in Private Placement | 0 | ||
Stockholders' Equity, Other Shares | 0 | 0 | |
Conversion of NCI units | 0 | ||
Conversion of PVS to SVS | 0 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares, Outstanding | 90,646 | 79,164 | 0 |
Redemption of membership units at RTO, shares | 65,978 | ||
Partners' Capital Account, Units, Sold in Private Placement | 12,566 | ||
Stockholders' Equity, Other Shares | 8,698 | 620 | |
Conversion of NCI units | 2,784 | ||
Conversion of PVS to SVS | 0 |
Shareholders' Equity and Non-_5
Shareholders' Equity and Non-Controlling Interests Shares table narrative (Details) - USD ($) shares in Thousands, $ in Thousands | May 28, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Shares table narrative [Abstract] | |||
SVS issued for consulting, shares | 208 | 28 | |
SVS issued for consulting, value | $ 50 | $ 3,424 | $ 358 |
Shareholders' Equity and Non-_6
Shareholders' Equity and Non-Controlling Interests Class of Warrant or Right (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Feb. 10, 2020 | Jan. 01, 2019 | Jan. 01, 2018 | |
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Outstanding | 2,040,000 | 2,259,000 | 6,085 | 2,259,000 | 0 |
Stock and warrants issued during period, shares | 4,000 | 2,259,000 | |||
Warrants and Rights, expired | (223,000) | 0 |
Shareholders' Equity and Non-_7
Shareholders' Equity and Non-Controlling Interests Warrants narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares table narrative [Abstract] | ||
Warrants issued to FLW | 223 | |
Warrants issued to FLW, value | $ 1,423 | |
FLW warrant expiry | 6 months | |
Broker warrants issued | 158 | |
Broker warrants issued, value | $ 1,862 | |
Expiry of broker warrants | 2 years | |
Option Indexed to Issuer's Equity, Strike Price | $ 25 | |
Warrant contractual weighted average life remaining | 2 years |
Shareholders' Equity and Non-_8
Shareholders' Equity and Non-Controlling Interests Noncontrolling Interest, Balance Sheet Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Subsidiary-specific information [Line Items] | ||
Assets, Current | $ 55,335 | $ 268,815 |
Assets, Noncurrent | 636,342 | 285,767 |
Liabilities, Current | 57,153 | 32,859 |
Liabilities, Noncurrent | 139,730 | 35,447 |
Non-controlling interests | 88,787 | 130,922 |
HSCP LLC [Member] | ||
Subsidiary-specific information [Line Items] | ||
Assets, Current | 55,296 | 268,817 |
Assets, Noncurrent | 584,812 | 282,058 |
Liabilities, Current | 46,434 | 32,626 |
Liabilities, Noncurrent | 75,219 | 1,622 |
Other Noncontrolling Interests | (1,041) | (1,130) |
Accumulated equity-settled expenses | (111,934) | (9,878) |
Net Assets | $ 405,480 | $ 505,619 |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 21.64% | 25.67% |
HSCP and USCo2 noncontrolling interests | $ 87,746 | $ 129,792 |
Other Noncontrolling Interests | $ 1,041 | $ 1,130 |
Shareholders' Equity and Non-_9
Shareholders' Equity and Non-Controlling Interests Noncontrolling Interest, P&L Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Subsidiary-specific information [Line Items] | |||||||||||
Net loss | $ (65,591) | $ (49,502) | $ (49,265) | $ (30,804) | $ (29,761) | $ (12,317) | $ 14,809 | $ (4,992) | $ (195,162) | $ (32,261) | $ (9,536) |
Less: net loss attributable to non-controlling interests | (44,894) | (4,778) | $ (993) | ||||||||
HSCP LLC [Member] | |||||||||||
Subsidiary-specific information [Line Items] | |||||||||||
Net loss | $ (191,511) | $ (16,080) | |||||||||
Weighted average ownership percentage of convertible noncontrolling interests | 23.44% | 25.67% | |||||||||
HSCP net loss allocated to convertible NCI | $ (44,890) | $ (4,128) | |||||||||
HSCP net loss allocated to non-convertible NCI | $ (4) | $ (650) |
Shareholders' Equity and Non_10
Shareholders' Equity and Non-Controlling Interests NCI Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||
USCo2 Ownership of HSCP | 0.74% | |
USCo2 Voting Shares held by Pubco | 64.00% | |
USCo2 non-voting shares | 36.00% | |
HSCP ownership by LLC members | 20.90% | |
HSCP owned by Pubco | 78.36% | |
NCI adjustments for changes in ownership, value | $ 0 | $ 0 |
NCI-related cash settlements | 4,278 | |
Non-controlling Interests | ||
Class of Stock [Line Items] | ||
NCI adjustments for changes in ownership, value | $ 2,766 | $ 133,943 |
Shareholders' Equity and Non_11
Shareholders' Equity and Non-Controlling Interests Schedule of Conversions by Stock (Details) - shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | Jan. 01, 2018 | |
Shareholders' Equity and Non-Controlling Interests [Abstract] | ||||
Convertible NCI units outstanding | 25,035 | 27,340 | 27,340 | 49,350 |
Issuance of NCI units | 198 | 43,198 | ||
Canceled NCI units | (416) | 0 | ||
Profits interests vested to NCI units | 755 | 1,612 | ||
NCI units settled in cash | (58) | 0 | ||
NCI units converted to Pubco shares | (2,784) | (66,820) |
Shareholders' Equity and Non_12
Shareholders' Equity and Non-Controlling Interests NCI purchases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Noncontrolling interest purchases [Abstract] | |
Cash paid to purchase NCI | $ 19,643 |
Value of Class D units issued to purchase NCI | 5,475 |
Seller's notes issued to purchase NCI | 8,885 |
Preexisting relationship settled to purchase NCI | 100 |
Total consideration paid to purchase NCI | 34,103 |
Carrying value of NCIs purchased | 12,305 |
Changes in APIC resulting from changes in NCI ownership | $ (21,798) |
Equity-Based Compensation Expen
Equity-Based Compensation Expense by Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 97,538 | $ 11,230 | $ 1,837 |
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 15.00% | ||
ACRG Omnibus Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 62,946 | 9,862 | 0 |
Plan - CGC Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | 23,056 | 0 | 0 |
Other equity awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 11,536 | $ 1,368 | $ 1,837 |
Equity-Based Compensation RSU (
Equity-Based Compensation RSU (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 11, 2020 | Feb. 20, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 97,538 | $ 11,230 | $ 1,837 | |||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 682,000 | |||||
Payment, Tax Withholding, Share-based Payment Arrangement | $ 10,306 | $ 21,054 | $ 0 | |||
RSUs delivered in current period that vested in prior period | 96,000 | |||||
RSUs vested with delivery deferred | 80,000 | |||||
RSUs granted to executives resulting from CGC transaction | 4,909,000 | |||||
Vesting schedule for RSUs granted to executives resulting from CGC transaction | 25% in June 2020, 25% in June 2021 and 50% three months following the Acquisition (as defined in Note 13) | |||||
RSUs granted to executives resulting from CGC transaction, expense | $ 14,753 | |||||
RSUs granted to employees resulting from CGC transaction | 1,778,000 | |||||
RSUs granted to employees resulting from CGC transaction, expense | $ 8,303 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 7,843,000 | 2,032,000 | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 15.10 | $ 24.53 | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 1,505 | 7,986,000 | 2,128,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.50 | $ 5.11 | $ 14.28 | $ 24.62 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (117,000) | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 17.85 | $ 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (2,058,000) | (96,000) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 21.06 | $ 25 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 2 years | |||||
Equity-based compensation expense | $ 59,627 | $ 6,364 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 23,470 | $ 2,398 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 2 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 46,431 | |||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 98,255 | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years |
Equity-Based Compensation Optio
Equity-Based Compensation Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 55,655 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 5,608 | 4,605 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 21.56 | $ 25 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,785 | 4,605 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 14.04 | $ 25 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | (782) | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 24.68 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,427 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 24.80 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 8 years | ||
Equity-based compensation expense | $ 97,538 | $ 11,230 | $ 1,837 |
Share-based Payment Arrangement, Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 26,375 | $ 3,498 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years |
Equity-Based Compensation Opt_2
Equity-Based Compensation Option Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years | 6 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 87.00% | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.76 | $ 12.04 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.50% | 2.78% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 75.00% | |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 16.72 | $ 18.70 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.60% | 2.92% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 85.00% |
Equity-Based Compensation Profi
Equity-Based Compensation Profits Interests (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 97,538 | $ 11,230 | $ 1,837 | |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 369 | $ 1,053 | $ 1,522 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,000 | 1,825 | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 0.43 | $ 0.43 | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 0 | 4,284 | 3,250 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 0.48 | $ 0.47 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (70) | (847) | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 0.43 | $ 0.64 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (755) | (1,612) | (3,250) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 0.43 | $ 0.43 | $ 0.47 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 13,141 | $ 690 | $ 1,528 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 5,920 | |||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 70 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year |
Equity-Based Compensation Restr
Equity-Based Compensation Restricted Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 97,538 | $ 11,230 | $ 1,837 |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | 17,364 | ||
Equity-based compensation expense | $ 9,528 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,369 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 20.45 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 24 months | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 8,104 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year |
Equity-Based Compensation Other
Equity-Based Compensation Other (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Note receivable forgiven in recognition of services rendered | $ 315 | $ 315 | |
Shares issued to settle post-employment expenses | 82 | ||
Post employment expenses settled with shares | $ 1,639 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | |
Option premium, Per share | $ / shares | $ 2.63 |
Option premium, Value | $ 300,000 |
Share conversion, Per unit | shares | 0.5818 |
Shares authorized, Canopy Growth Transaction | shares | 58,000,000 |
Shares authorized, Canopy Growth Transaction, Remaining available | shares | 51,000,000 |
Indemnification Obligation, Surety bonds | $ 5,000 |
Consulting fees contingent on services performed, Equity value | $ 8,750 |
Consulting fees contingent on services performed, Shares | shares | 400,000 |
Deep Roots - Pending [Member] | |
Business Acquisition [Line Items] | |
HSCP common units to be issued | shares | 4,762,000 |
Common units, Value, To be issued | $ 28,191 |
Share Price | $ / shares | $ 5.92 |
Cash payable upon closing | $ 20,000 |
GCCC - Pending [Member] | |
Business Acquisition [Line Items] | |
Cash payable upon closing | $ 10,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 11, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | |||||
Related Party Debt | $ 15 | $ 21 | $ 5 | $ 15,000 | $ 0 |
Income Taxes Income Tax Provisi
Income Taxes Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Abstract] | |||
Current Federal Tax Expense (Benefit) | $ 6,351 | $ 1,117 | $ 895 |
Current State and Local Tax Expense (Benefit) | 2,482 | 475 | 75 |
Current Federal, State and Local, Tax Expense (Benefit) | 8,833 | 1,592 | 970 |
Deferred Federal Income Tax Expense (Benefit) | (2,625) | (38) | 0 |
Deferred State and Local Income Tax Expense (Benefit) | (1,219) | (18) | 0 |
Deferred Federal, State and Local, Tax Expense (Benefit) | (3,844) | (56) | 0 |
Income Tax Expense (Benefit) | $ 4,989 | $ 1,536 | $ 970 |
Income Taxes Rate Reconciliatio
Income Taxes Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Rate Reconciliation [Abstract] | |||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ (39,936) | $ (6,452) | $ (2,912) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 34.00% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | $ (20,151) | $ (3,022) | $ (1,070) |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 10.60% | 9.80% | 12.50% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount | $ 49,231 | $ 4,483 | $ 611 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent | (25.90%) | (14.60%) | (7.10%) |
Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Amount | $ 13,465 | $ 6,375 | $ 4,139 |
Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Percent | (7.10%) | (20.70%) | (48.30%) |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 1,816 | $ 149 | $ 0 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | (1.00%) | (0.50%) | 0.00% |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | $ 564 | $ 3 | $ 202 |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | (0.20%) | 0.00% | (2.40%) |
Income Tax Expense (Benefit) | $ 4,989 | $ 1,536 | $ 970 |
Effective Income Tax Rate Reconciliation, Percent | (2.60%) | (5.00%) | (11.30%) |
Income Taxes Unrecognized Tax B
Income Taxes Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Unrecognized Tax Benefits [Abstract] | ||||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | $ 210 | $ 162 | ||
Unrecognized Tax Benefits | 1,867 | 1,394 | $ 1,391 | $ 1,189 |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 0 | 0 | 165 | |
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 500 | 3 | 37 | |
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | $ (27) | $ 0 | $ 0 |
Income Taxes Deferred Taxes (De
Income Taxes Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Taxes [Abstract] | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 1,295 | $ 66 |
Deferred Tax Assets, Other | 670 | 83 |
Deferred Tax Assets, Gross | 1,965 | 149 |
Deferred Tax Assets, Valuation Allowance | (1,965) | (149) |
Deferred Tax Assets, Net of Valuation Allowance | 0 | 0 |
Deferred Tax Liabilities, Other | (63,997) | (33,827) |
Deferred Tax Liabilities, Gross, Noncurrent | (63,997) | (33,827) |
Deferred tax liability | $ (63,997) | $ (33,827) |
Income Taxes TRA (Details)
Income Taxes TRA (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Tax Receivable Agreement [Abstract] | |
Pubco tax benefit paid to HSCP members upon conversion | 65.00% |
Pubco tax benefit paid to HSCP bonus plan upon conversion | 20.00% |
Pubco tax benefit retained by Company upon LLC member conversion | 15.00% |
Reportable Segments (Details)
Reportable Segments (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Reportable Segments [Abstract] | |
Number of Reportable Segments | 1 |
Quarterly Financial Data (una_3
Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Data (unaudited) [Abstract] | |||||||||||
Total revenues, net | $ 21,065 | $ 22,402 | $ 17,745 | $ 12,897 | $ 10,181 | $ 5,755 | $ 2,991 | $ 2,197 | $ 74,109 | $ 21,124 | $ 7,743 |
Gross Profit | 7,817 | 9,694 | 7,613 | 5,320 | 4,575 | 2,661 | 1,343 | 841 | 30,444 | 9,420 | 3,435 |
Net loss | (65,591) | (49,502) | (49,265) | (30,804) | (29,761) | (12,317) | 14,809 | (4,992) | (195,162) | (32,261) | (9,536) |
Net Income (Loss) Attributable to Parent | $ (50,634) | $ (38,716) | $ (37,541) | $ (23,377) | $ (25,587) | $ (12,022) | $ 14,962 | $ (4,836) | $ (150,268) | $ (27,483) | $ (8,543) |
Net loss per share attributable to Acreage Holdings, Inc. - basic and diluted: | $ (0.56) | $ (0.43) | $ (0.44) | $ (0.29) | $ (0.31) | $ (0.15) | $ 0.29 | $ (0.10) | $ (1.74) | $ (0.41) | $ (0.19) |
Uncategorized Items - q42019for
Label | Element | Value |
Common Stock [Member] | ||
Stock Issued During Period, Shares, Other | us-gaap_StockIssuedDuringPeriodSharesOther | 900 |