Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 30, 2022 | |
Document Information [Line Items] | ||
Entity Registrant Name | 4Front Ventures Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001783875 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56075 | |
Entity Incorporation, State or Country Code | A1 | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 636,636,686 | |
Entity Address, Address Line One | 5060 N. 40th Street | |
Entity Address, Address Line Two | Suite 120 | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85018 | |
City Area Code | 602 | |
Local Phone Number | 633-3067 | |
Entity Tax Identification Number | 83-4168417 | |
Class A Subordinate Voting Share [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | FFNTF | |
Security Exchange Name | NONE | |
Title of 12(b) Security | Class A Subordinate Voting Shares, no par value | |
ADR [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | FFNT | |
Security Exchange Name | NONE | |
Title of 12(b) Security | Class A Subordinate Voting Shares, no par value |
CONDENSED CONSOLIDATED INTERIM
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 8,638 | $ 22,581 |
Accounts receivable, net | 2,742 | 1,946 |
Other receivables | 1,802 | 289 |
Current portion of lease receivables | 2,627 | 3,630 |
Inventory | 25,910 | 20,087 |
Current portion of notes receivable | 11 | 109 |
Prepaid expenses | 2,079 | 2,232 |
Total current assets | 43,809 | 50,874 |
Property, plant, and equipment, net | 57,815 | 42,633 |
Lease receivables | 7,543 | 6,748 |
Intangible assets, net | 43,616 | 26,246 |
Goodwill | 33,404 | 23,155 |
Right-of-use assets | 99,395 | 100,519 |
Deposits | 5,107 | 5,364 |
TOTAL ASSETS | 290,689 | 255,539 |
Current liabilities: | ||
Accounts payable | 5,110 | 2,131 |
Accrued expenses and other current liabilities | 7,596 | 9,411 |
Taxes payable | 27,619 | 23,968 |
Derivative liability | 2,202 | 3,502 |
Current portion of convertible notes | 0 | 2,784 |
Current portion of lease liability | 3,700 | 3,629 |
Current portion of notes payable and accrued interest | 5,385 | 3,413 |
Total current liabilities | 51,612 | 48,838 |
Convertible notes | 14,920 | 14,641 |
Notes payable and accrued interest from related party | 48,651 | 48,266 |
Long term notes payable | 1,709 | 1,709 |
Long term accounts payable | 1,200 | 1,200 |
Contingent consideration payable | 2,393 | 2,393 |
Construction finance liability | 16,000 | 0 |
Deferred tax liability | 7,162 | 7,849 |
Lease liability | 93,505 | 93,111 |
TOTAL LIABILITIES | 237,152 | 218,007 |
SHAREHOLDERS' EQUITY | ||
Equity attributable to 4Front Ventures Corp | 294,981 | 274,120 |
Additional paid-in capital | 53,235 | 52,197 |
Deficit | (294,756) | (288,857) |
Non-controlling interest | 77 | 72 |
TOTAL SHAREHOLDERS' EQUITY | 53,537 | 37,532 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 290,689 | $ 255,539 |
CONDENSED CONSOLIDATED INTERI_2
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
REVENUE | ||
Revenue from sale of goods | $ 23,083 | $ 20,080 |
Real estate income | 2,965 | 2,890 |
Total revenues | 26,048 | 22,970 |
Cost of goods sold | (12,594) | (9,125) |
Gross profit | 13,454 | 13,845 |
OPERATING EXPENSES | ||
Selling and marketing expenses | 5,166 | 5,157 |
General and administrative expenses | 7,644 | 5,165 |
Depreciation and amortization | 847 | 774 |
Equity based compensation | 1,038 | 2,396 |
Total operating expenses | 14,695 | 13,492 |
(Loss) Income from operations | (1,241) | 353 |
Other income (expense) | ||
Interest income | 2 | 3 |
Interest expense | (2,620) | (2,461) |
Amortization of loan discount upon conversion of debt to equity | 0 | (2,915) |
Change in fair value of derivative liability | 1,300 | (2,532) |
Loss on lease termination | 0 | (879) |
Other | 103 | 0 |
Total other expense, net | (1,215) | (8,784) |
Net loss before income taxes | (2,456) | (8,431) |
Income tax expense | (3,438) | (2,653) |
Net loss from continuing operations | (5,894) | (11,084) |
Net loss | (5,894) | (11,084) |
Net income attributable to non-controlling interest | 5 | 5 |
Net loss attributable to shareholders | $ (5,899) | $ (11,089) |
Basic and diluted loss per share | $ (0.01) | $ (0.02) |
Weighted average number of shares outstanding, basic and diluted | 619,113,389 | 558,997,571 |
CONDENSED CONSOLIDATED INTERI_3
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Share Capital | Additional Paid-In Capital | Deficit | Total 4Front Ventures Corp. Shareholders' Equity | Non-Controlling Interest |
Beginning Balance at Dec. 31, 2020 | $ 42,203 | $ 250,583 | $ 42,116 | $ (250,548) | $ 42,151 | $ 52 |
Beginning Balance, Shares at Dec. 31, 2020 | 538,851,252 | 538,851,252 | ||||
Shares issued for Pure Ratios earnout | $ 161 | $ 161 | 161 | |||
Shares issued for Pure Ratios earnout, Shares | 473,491 | |||||
Share-based compensation | 2,396 | 2,396 | 2,396 | |||
Conversion of notes to equity | 6,253 | $ 6,253 | 6,253 | |||
Conversion of notes to equity, shares | 24,366,003 | |||||
Shares issued with exercise of stock options | 871 | $ 871 | 871 | |||
Shares issued with exercise of stock options, shares | 1,358,116 | |||||
Shares issued with exercise of warrants | 1,563 | $ 1,563 | 1,563 | |||
Shares issued with exercise of warrants, shares | 2,422,363 | |||||
Return of treasury shares | (8,320) | |||||
Net loss | (11,084) | (11,089) | (11,089) | 5 | ||
Ending Balance at Mar. 31, 2021 | 42,363 | $ 259,431 | 44,512 | (261,637) | 42,306 | 57 |
Ending Balance, Shares at Mar. 31, 2021 | 567,462,905 | |||||
Beginning Balance at Dec. 31, 2021 | $ 37,532 | $ 274,120 | 52,197 | (288,857) | 37,460 | 72 |
Beginning Balance, Shares at Dec. 31, 2021 | 594,181,604 | 594,181,604 | ||||
Share-based compensation | $ 1,038 | 1,038 | 1,038 | |||
Conversion of notes to equity | 3,122 | $ 3,122 | 3,122 | |||
Conversion of notes to equity, shares | 6,235,512 | |||||
Shares issued with exercise of warrants | 50 | $ 50 | 50 | |||
Shares issued with exercise of warrants, shares | 88,659 | |||||
Shares issued for NECC pursuant to acquisition | 17,689 | $ 17,689 | 0 | 0 | 17,689 | 0 |
Shares issued for NECC pursuant to acquisition, shares | 28,571,428 | |||||
Net loss | (5,894) | (5,899) | (5,899) | 5 | ||
Ending Balance at Mar. 31, 2022 | $ 53,537 | $ 294,981 | $ 53,235 | $ (294,756) | $ 53,460 | $ 77 |
Ending Balance, Shares at Mar. 31, 2022 | 629,077,203 | 629,077,203 |
CONDENSED CONSOLIDATED INTERI_4
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (5,894) | $ (11,084) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Depreciation and amortization | 1,795 | 1,046 |
Equity based compensation | 1,038 | 2,396 |
Change in fair value of derivative liability | (1,300) | 2,532 |
Accretion of lease liability | 1,513 | 612 |
Write-off of deposit | 0 | 80 |
Write-off of fixed asset from terminated lease | 0 | 799 |
Accretion of contingent consideration | 0 | 124 |
Accretion of convertible debenture and interest | 279 | 590 |
Accrued interest on notes payable | 1,973 | 1,097 |
Interest accrued - lease receivable | 208 | 0 |
Deferred taxes | (687) | 632 |
Amortization of loan discount upon conversion of debt to equity | 0 | 2,915 |
Changes in operating assets and liabilities | (1,293) | 1,075 |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (2,368) | 2,814 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payment for NECC business combinations, net of cash acquired | (24,998) | 0 |
Notes receivable repayments | 98 | 63 |
Sale of dispensaries and interests in cannabis licenses | 0 | 1,093 |
Purchases of property and equipment | (1,109) | (7,186) |
NET CASH (USED IN) INVESTING ACTIVITIES | (26,009) | (6,030) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Notes payable received, net of costs | 0 | 411 |
Proceeds from issuance of construction financing liability | 16,000 | 0 |
Proceeds from the exercise of warrants | 50 | 1,563 |
Proceeds from the exercise of stock options | 0 | 871 |
Repayment of notes payable | (1,616) | (755) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 14,434 | 2,090 |
NET DECREASE IN CASH | (13,943) | (1,126) |
CASH, BEGINNING OF QUARTER | 22,581 | 18,932 |
CASH, END OF QUARTER | $ 8,638 | $ 17,806 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1: NATURE OF OPERATIONS 4Front Ventures Corp. (“4Front” or the “Company”) exists pursuant to the provisions of the British Columbia Corporations Act. On July 31, 2019, 4Front Holdings LLC (“Holdings”) completed a Reverse Takeover Transaction (“RTO”) with Cannex Capital Holdings Inc. (“Cannex”) whereby Holdings acquired Cannex and the shareholders of Holdings became the controlling shareholders of the Company. Following the RTO, the Company’s SVS are listed on the Canadian Securities Exchange (“CSE”) under the ticker “FFNT” and are quoted on the OTC (OTCQX: FFNTF). The Company has two primary operating segments: THC Cannabis and CBD Wellness. With regard to its THC Cannabis segment, as of March 31, 2022, the Company operates six dispensaries in Massachusetts, Illinois, and Michigan, primarily under the “MISSION” brand name. As of March 31, 2022, the Company operates three production facilities in Massachusetts, Illinois and California and produces the majority of products that are sold at its own Massachusetts, Illinois, and California dispensaries. Also, as part of its THC Cannabis segment, the Company leases real estate and sells equipment, supplies and intellectual property to cannabis producers in the state of Washington. While marijuana is legal under the laws of several U.S. states (with varying restrictions), the United States Federal Controlled Substances Act classifies all “marijuana” as a Schedule I drug, whether for medical or recreational use. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of safety for the use of the drug under medical supervision. The Company’s CBD Wellness segment is focused upon its ownership and operation of its wholly owned subsidiary, Pure Ratios Holdings, Inc. (“Pure Ratios”), a CBD-focused non-THC On January 28, 2022, the Company entered into an agreement and plan of merger (the “NECC Merger Agreement”) with New England Cannabis Corporation, Inc., a Massachusetts Corporation (“NECC”) and a wholly owned subsidiary of the Company entered into a membership interest purchase agreement (the “Everett Purchase Agreement,” and together with the NECC Merger Agreement, the “NECC Merger Agreements”) with Kenneth Stevens to purchase all of the membership interests of 29 Everett, LLC (“29 Everett”), a Massachusetts limited liability company. See Note 7 for further details on the NECC Merger Agreements and corresponding transactions under such agreements. Management continues to evaluate the impact of the COVID-19 The corporate office address of the Company is 5060 North 40th Street, Suite 120, Phoenix, Arizona, and the Company’s registered office is 550 Burrard Street, Suite 2900, Vancouver, British Columbia. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 2: BASIS OF PRESENTATION The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K, 10-K, There have been no changes to the Company’s significant accounting policies as described in Note 2 of the Company’s 2021 Annual Report on Form 10-K. Principles of consolidation The accompanying condensed consolidated interim financial statements include the accounts of the Company and all entities in which the Company either has a controlling voting interest or is the primary beneficiary of a variable interest entity. All intercompany accounts and transactions have been eliminated on consolidation. The financial results of NECC are included in the condensed consolidated financial statements beginning on January 28, 2022, the merger closing date. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3: SIGNIFICANT ACCOUNTING POLICIES (a) Critical accounting estimates and judgments Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of the Company’s condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those described in the latest annual consolidated financial statements. We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary. (b) Recent Accounting Pronouncements Recently Adopted i. In December 2019, the FASB issued ASU 2019-12, 2019-12 2019-12 ii. In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40)”. 2020-06 2020-06 iii. In May 2021, the FASB issued ASU 2021-04, 815-40)”. 2021-04 2021-04 Accounting Pronouncements Not Yet Adopted i. In October 2021, the FASB issued ASU 2021-08, 2021-08 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4: INVENTORY The Company’s inventories include the following as of March 31, 2022 March 31, December 31, Raw Materials - unharvested cannabis $ 4,409 $ 2,164 Raw materials CBD and ingredients 37 36 Work in process - flower and extract 11,325 7,780 Finished goods - cultivation supplies 2,351 1,734 Finished goods - packaged products 7,788 8,373 Total $ 25,910 $ 20,087 |
Property Plant and Equipment
Property Plant and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant and Equipment Income Statement Disclosures [Abstract] | |
Property, Plant and Equipment | Note 5: PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment and related depreciation are summarized in the table below: March 31, December 31, Land $ 774 $ — Buildings & improvements 13,509 1,483 Construction in process 218 63 Furniture, equipment & other 16,841 13,425 Leasehold improvements 35,514 35,538 Total $ 66,856 $ 50,509 Less: accumulated depreciation (9,041 ) (7,876 ) Total property, plant, and equipment, net $ 57,815 $ 42,633 On January 28, 2022, in conjunction with a business combination with NECC, the Company acquired property, plant, and equipment totaling $15,238 (Note 7). The Company subsequently sold the property, plant, and equipment to a third-party and leased back the equipment from the third-party. As discussed in Note 9, the Company recognized this fact pattern as a failed sale-leaseback transaction, whereby the Company recognized the fixed assets on the balance sheet of NECC and established a construction finance liability for rental payments made as part of the lease agreement. Approximately $33,000 of property and equipment is secured by LI Lending as collateral on the LI Lending note (Note 9). There were no significant contractual commitments for future capital expenditures as of March 31, 2022 and December 31, 2021. Depreciation of property, plant and equipment is computed using the straight-line method over the asset’s estimated useful life. The Company does not depreciate land, which has an indefinite useful life. Depreciation |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 6: INTANGIBLE ASSETS AND GOODWILL Intangible Assets Intangible assets are recorded at cost less accumulated amortization and impairment losses. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is recognized on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively. Intangible assets and related amortization are summarized in the table below: Licenses Customer Non-Competition Know-How Total Balance, December 31, 2020 $ 20,146 $ 1,668 $ 43 $ 6,933 $ 28,790 Amortization expense — (580 ) (43 ) (1,921 ) (2,544 ) Balance, December 31, 2021 $ 20,146 $ 1,088 $ — $ 5,012 $ 26,246 NECC merger and 29 Everett acquisition (Note 7) 18,000 — — — 18,000 Amortization expense — (145 ) (485 ) (630 ) Balance, March 31, 2022 $ 38,146 $ 943 $ — $ 4,527 $ 43,616 Goodwill Balance, December 31, 2020 $ 23,155 Balance, December 31, 2021 $ 23,155 NECC merger and 29 Everett acquisition (Note 7) 10,249 Balance, March 31, 2022 $ 33,404 Impairment of Intangible Assets and Goodwill On an annual basis, the Company assesses the Company’s reporting units (“RUs”) for indicators of impairment or when facts or circumstances suggest that it is more likely than not that the carrying amount may exceed fair value. For the purpose of impairment testing, goodwill is allocated to the Company’s RUs to which it relates. Goodwill was not tested for impairment during the three months ended March 31, 2022. Three Months Ended March 31, 2021 On January 28, 2022, the Company entered into the NECC Merger Agreements with NECC and 29 Everett for total consideration of $44,689. As part of the purchase price allocation of the acquisition and merger, the Company recognized $18,000 of acquired licenses and $10,249 of goodwill based on the consideration transferred and fair value of assets acquired. For further details on the acquisition and purchase price allocation, see Note 7. Year Ended December 31, 2021 In 2021, management assessed indicators of impairment and concluded the below for the respective RUs: Retail, Production and Ancillary Cannabis Reporting Units Management did not identify any significant negative triggering events that would suggest it is more likely than not that impairment exists. Therefore, further analysis is not required for these RUs. Pure Ratios RU As of March 31, 2022 and December 31, 2021, the accumulated impairment is $13,400, which is due to goodwill impairment of the entire outstanding balance of goodwill on the Pure Ratios segment for the year ended December 31, 2020. As a result, the segment does not have a balance of goodwill or intangible assets remaining as of December 31, 2021. |
Acquisitions And Business Combi
Acquisitions And Business Combinations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions and Business Combinations | Note 7: ACQUISITIONS AND BUSINESS COMBINATIONS On January 28, 2022, the Company entered into the merger agreement (the “NECC Merger”) with NECC, Kenneth V. Stevens (“Mr. Stevens”), who is the sole owner of all of the issued and outstanding capital stock of NECC, and 4Front NECC Acquisition Co., a Massachusetts corporation (the “NECC Merger Sub”). At the effective time of the merger, the Company (i) paid Mr. Stevens cash in the amount of $9,000,000, and (ii) issued Mr. Stevens 28,571,428 Class A Subordinate Voting shares of the Company (the “SVS”). In connection with the consummation of the NECC Merger on January 28, 2022, Mission Partners RE, LLC, a Delaware limited liability company wholly owned by the Company (“Mission Partners RE”), and Mr. Stevens entered into the first amendment to that certain membership interest purchase agreement (the “Everett Purchase Agreement”). Pursuant to the Everett Purchase Agreement, the Company (through Mission Partners RE) completed its acquisition six-month anniversary of January 28, 2022. The Merger and Purchase Agreement were recorded as one transaction (collectively, referred to as the “NECC Acquisitions”), as the entities were commonly owned by the same individual and the purchase of Everett LLC was contingent on the Merger with NECC. The NECC Merger was accounted for as a business combination in accordance with ASC 805. The Company has determined preliminary fair values of the assets acquired and liabilities assumed in the NECC Merger. These values are subject to change as the Company completes its determination of the fair value of assets acquired and liabilities assumed. Upon acquisition of NECC and Everett LLC on January 28, 2022, the Company consolidated the operations of Everett LLC into NECC. The Company entered into the NECC Merger in order to acquire cannabis licenses, as well as property and equipment held by NECC to increase the Company’s presence in Massachusetts and the northeastern United States. As part of the NECC Merger, the Company incurred $596,000 in transaction costs, which were expensed as incurred. The following tables presents the preliminary purchase price allocation for the NECC Merger: Cash consideration $ 25,000 Seller note 2,000 Equity consideration - common stock 17,689 Total Purchase Price $ 44,689 Description Fair value Assets acquired: Cash $ 2 Inventory 2,000 Property , plant, and equipment 15,238 Intangible asset - licenses 18,000 Total assets acquired $ 35,240 Liabilities assumed: Accounts payable 800 Total liabilities assumed $ 800 Estimated fair value of net assets acquired $ 34,440 Estimated Goodwill $ 10,249 Goodwill and Intangible Assets Goodwill is represented by the future potential for the generation of positive cash flows and future relationships associated with the Company’s operations. While NECC had yet to generate revenues as of the date of the Merger, the Company identified that the inputs of the business were in place to begin generating revenue during fiscal year 2022. The Company adjusts provisional goodwill balance when new information is obtained regarding the valuation of acquired assets and liabilities during a one-year measurement period from the date of acquisition in accordance with ASC 805-10. The Company has determined that the goodwill recognized in the above acquisition is not deductible for tax purposes. The intangible assets acquired by the Company consist of cannabis licenses for operations. Utilizing alike licenses as a benchmark, the Company determined that the licenses acquired are indefinite lived assets. Unaudited Pro Forma Results The following unaudited pro forma financial information presents the results of operations of the Company and NECC for the three months ended March 31, 2022 and 2021, as if the acquisition had occurred as of the beginning of the first period presented instead of on January 28, 2022. The pro forma information does not necessarily reflect the results of operations that would have occurred had the entities been a single company during those periods. The unaudited pro forma financial information for the Company and NECC is as follows: For the For the Three Months Ended March 31, 2022 2021 Reported Proforma Reported Proforma Revenues $ 26,048 $ 26,048 $ 22,970 $ 22,970 (Loss) income from operations (1,241 ) (1,241 ) 353 344 Net loss $ (5,894 ) $ (5,609 ) $ (11,084 ) $ (11,093 ) Basic and diluted earning (loss) per share $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.02 ) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 8: LEASES The Company has operating leases for its facilities where the Company conducts its operations. These leases have remaining lease terms ranging from 1.25 year s All real estate leases are recorded on the balance sheet. Equipment and other non-real right-of-use non-lease non-lease The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract. There are no material residual guarantees associated with any of the Company’s leases, and there are no significant restrictions or covenants included in the Company’s lease agreements. Certain leases include variable payments related to common area maintenance and property taxes, which are billed by the landlord, as is customary with these types of charges for office space. The Company’s lease agreements occasionally provide an implicit borrowing rate. When implicit borrowing rates are provided, the Company utilizes these implicit borrowing rates to calculate right-of-use For the three months ended March 31, 2022 and 2021 the Company recorded $4,822 and $4,872 in operating lease expense , (a) The Company as a Lessee The following table summarizes the Company’s operating leases: Classification - Consolidated Balance Sheet March 31, December 31, Assets Operating lease assets Operating Lease Assets $ 99,395 $ 100,519 Liabilities Current Operating Current portion of operating lease liabilities 3,700 3,629 Noncurrent Operating Operating lease liabilities 93,505 93,111 Total lease liabilities $ 97,205 $ 96,740 The components of lease expense are included in cost of goods sold, general and administrative expenses, and selling and marketing expenses, based on the underlying use of the right-of-use asset. Maturities of lease liabilities for third-party operating leases as of March 31, 2022 were as follows: Three months ending March 31, 2022 Operating 2022 $ 11,091 2023 15,433 2024 15,859 2025 16,213 2026 16,594 2027 16,603 2028 and Thereafter 227,684 Total undiscounted cash flows $ 319,477 Less discounting (222,272 ) Total lease payments $ 97,205 The Company has right-of-use (b) The Company as a Lessor: The Company leases a building in Elma, Washington that is subleased by the Company to a third party. This sublease is classified as a finance lease with a long term lease receivable balance of $7,543 and a short term lease receivable balance of $2,627 as of March 31, 2022 compared to a long term lease receivable balance of $6,748 and a short term lease receivable balance of $3,630 as of December 31, 2021. This lease generated $692 of the $2,965 and $791 in real estate income for the three months ended March 31, 2022 and 2021, respectively. The Company owned buildings in Olympia, Washington that were leased to a third party. This lease was classified as a finance lease. On December 17, 2020, the Company sold the Olympia building and other assets as part of a sale and leaseback transaction and this lease was cancelled. The Company applied ASC 842 to a new sublease to the same third party and classified the new sublease as an operating lease. The lease receivable was sold to the purchaser of the assets as part of the sale and leaseback transaction. This lease generated $2,273 of the $2,965 and $2,099 of the $2,890 The following table summarizes changes in the Company’s lease March 31, December 31, Balance, beginning of the year $ 10,378 $ 11,045 Interest 692 2,783 Lease payments received (900 ) (3,450 ) Balance, end of the period $ 10,170 $ 10,378 Less current portion (2,627 ) (3,630 ) Long-term lease receivables $ 7,543 $ 6,748 Future minimum lease payments receivable (principal and interest) on the leases are as follows: Operating 2022 $ 2,730 2023 1,575 2024 — 2025 — Thereafter — Total minimum lease payments 4,305 Effect of discounting (667 ) Present value of minimum lease payments 3,638 Present value of residual value of leased property 6,532 Total lease receivable 10,170 Current portion lease receivable (2,627 ) Long-term lease receivable $ 7,543 |
Notes Payable and Convertible N
Notes Payable and Convertible Notes | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable and Convertible Notes | Note 9: NOTES PAYABLE AND CONVERTIBLE NOTES The Company’s notes payable and convertible notes are as follows: LI Lending, May 2020 May 2020 October 2021 Other Loans Total Balance, December 31, 2020 $ 45,362 $ 2,855 $ 11,867 $ — $ 6,931 $ 67,015 Loans advanced, net — — — 14,376 930 15,306 Loan payments (4,671 ) — — — (1,079 ) (5,750 ) Converted to equity — (5,852 ) (11,867 ) — — (17,719 ) Accrued interest 7,575 2,997 — 265 1,124 11,961 Balance, December 31, 2021 $ 48,266 $ — $ — $ 14,641 $ 7,906 $ 70,813 Loans advanced, net — — — — 2,000 2,000 Loan payments (1,506 ) — — — (110 ) (1,616 ) Converted to equity — — — — (2,784 ) (2,784 ) Accrued interest 1,891 — — 279 82 2,252 Balance, March 31, 2022 $ 48,651 $ — $ — $ 14,920 $ 7,094 $ 70,665 Less current portion — — — — (5,385 ) (5,385 ) Long-term portion $ 48,651 $ — $ — $ 14,920 $ 1,709 $ 65,280 Convertible Notes On May 14, 2020, the Company issued $5,827 in convertible notes to existing investors in the Company. The notes pay interest of 5% per annum and have a maturity date of February 28, 2022. $0.25 per share at any time at the option of the holder. The Company can require mandatory conversion at any time that the Company’s stock price remains above $0.50 for 45 consecutive days. In 2021, the Company enacted the mandatory conversion feature and converted the May 2020 Convertible Note balance to subordinate voting shares. As part of issuing the convertible notes, the investors were given the right to exchange stock in the Company into separate convertible notes (swap notes). In total 29,448,468 shares with a value of $13,661 were exchanged for $13,661 in convertible notes. These notes were effective May 28, 2020, have a maturity date of May 28, 2025, and can be converted into Class A Subordinate Voting Shares of the Company for $0.46 per share at any time at the option of the holder. The notes pay no interest if the Company’s annual revenue is greater than $15,000, and 3% annually otherwise. The Company can require mandatory conversion at any time that the Company’s stock price remains above $0.92 for 45 consecutive days. In 2021, the Company exercised the mandatory conversion feature and converted the May 2020 Convertible Note (Swap) balance to subordinate voting shares. On October 6, 2021, the Company entered into a convertible promissory note purchase agreement for $15,000, less issuance costs of $624, resulting in net proceeds of $14,376. The notes pay interest of 6% per annum and have a maturity date of October 6, 2024. The $1.03 per share at any time at the option of the holder. As of March 31, 2022, no payments have been made for this loan. LI Lending LLC On May 10, 2019, the Company entered into a loan agreement with LI Lending LLC, a related party, for $50,000. LI Lending LLC is related because an officer of the Company is a part-owner of LI Lending LLC. As of March 31, 2022, the Company had drawn $45,000 on the loan in two amounts, an initial $35,000 and a final $10,000, both bearing a 10.25% and 12.25% interest rate, respectively. The outstanding balance as of March 31, 2022 is $49,027, less debt discount of $376, for a net balance of $48,651. See Note 1 3 In April 2020, the loan was amended. In exchange for consent to allow the sale of the Pennsylvania and Maryland assets and the release of related collateral, the Company agreed to make prepayments of principal to LI Lending LLC in the amount of $250 per month for an eight-month period beginning on May 1, 2020. The $2,000 prepayment was applied to the initial $35,000 amount , , In December 2020, the loan was amended to allow for the release of collateral for the sale and leaseback transactions described in Note 8 above, which was entered into with Innovative Industrial Properties, Inc. (“IIPR”). The amendment increased both interest rates by 2.5% on the loan amounts but allowed the payments resulting from the incremental interest to be deferred until January 1, 2022. The Company elected to defer payment, and the additional 2.5% interest is accrued each month and added to the balance of the loan. The Company was required to make interest-only payments monthly of 10.25% on the initial $33,000 and 12.25% on the final $10,000 of the loan until January 1, 2022 when the interest rates of 12.75% for the initial $33,000 and 14.75% for the final $10,000 took effect for the remaining term. The loan matures on May 10, 2024. An exit fee of 20% of the principal balance will be due as principal is repaid. Accrued interest expense of $1,891 includes a loan discount accretion expense of $125 Other Outstanding as of March 31, 2022 Healthy Pharms, NECC, and Arkansas entities as follows: Other Subsidiary Terms March 31, December 31, Healthy Pharms Inc. Unsecured convertible note, due November 18, 2021 at 12% per annum $ — $ 2,784 Healthy Pharms Inc. Unsecured promissory note at $0.50 per share due December 18, 2022 at 10% per annum (1) 3,294 3,213 NECC Promissory note due July 28, 2022 at 10% per annum 2,000 — Arkansas Entities Unsecured Promissory note, monthly interest payments at 14% per annum 1,709 1,709 Equipment Loans Secured by equipment, monthly payments beginning in 2021 at 15% per annum — 49 Other Various 91 151 Total Notes Payable and Convertible Notes $ 7,094 $ 7,906 1 (1) In November 2021 ASC 470 Future minimum payments on the notes payable and convertible debt are as follows: March 31, 2022 $ 6,935 2023 143 2024 65,280 2025 — 2026 — Thereafter — Total minimum payments 72,358 Effect of discounting (1,693 ) Present value of minimum payments 70,665 Less current portion (5,385 ) Long-term portion $ 65,280 Construction Finance Liability On January 28, 2022, a wholly owned subsidiary of the Company acquired property at 29 Everett in conjunction with the NECC Merger (see Note 7 for further details on the transaction). Concurrently, effective January 28, 2022, the Company sold a portion of the property it had acquired in the acquisition for $16,000 , less security deposits withheld of $403, which was the cost to the Company. In connection with the sale of the property at 29 Everett, the Company agreed to lease the location back for cultivation, effective on January 28, 2022. The details of the lease included three purchase options that the Company can exercise, in which the Company has the ability to repurchase the property on either the second, fourth, or sixth anniversary of the lease agreement. As the Company plans to exercise one of the three purchase options available, per guidance prescribed in ASC 842, this transaction was determined to be a finance lease. Under this guidance, lease arrangements where assets are sold and leased back, whereby the agreement is classified as a finance lease, does not meet the definition of a sale because control is never transferred to the buyer-lessor. As a result, the transaction was treated as a failed sale-leaseback financing arrangement. On January 28, 2022, the Company recorded a construction finance liability for the proceeds received from the sale to recognize a liability resulting from the failed sale-leaseback transaction. The initial term of the agreement is 20 years, with two options to extend the term for five years each. The initial monthly rent payment is equal to As of March 31, 2022, the total finance liability associated with this transaction is $16,000 . |
Share Capital and Equity
Share Capital and Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Share Capital and Equity | Note 10: SHARE CAPITAL AND EQUITY The Company has authorized an unlimited number of Class A Subordinate Voting Shares (“SVS”) and Class C Multiple Voting Shares (“MVS”), all with no par value. In December 2020, the shareholders of the Company passed a resolution to permit the Company to convert all Class B Subordinate Voting Shares (“PVS”) shares into Class A shares and cancel the Class B PVS equity class, which occurred in 2020. All share classes are included within share capital in the consolidated statements of stockholders’ 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 Voting shares activity for the periods presented is summarized as follows: Class A Subordinate Class C Multiple Total Balance, December 31, 2020 537,575,044 1,276,208 538,851,252 Share capital issuances 55,330,352 — 55,330,352 Balance, December 31, 2021 592,905,396 1,276,208 594,181,604 Share capital issuances 34,895,599 — 34,895,599 Balance, March 31, 2022 627,800,995 1,276,208 629,077,203 Class A Subordinate Voting Shares Holders of Class A Subordinate Voting Shares are entitled to one vote in respect of each SVS. Class C Multiple Voting Shares Holders of Class C Multiple Voting Shares are entitled to 800 votes in respect of each MVS. One MVS can convert to one SVS but are not convertible until the later of the date that (i) the aggregate number of PVS and MVS held by the Initial Holders (being the MVS holders on their initial issuance) are reduced to a number which is less than 50% of the aggregate number of PVS and MVS held by the Initial Holders on the date of completion of the Business Combination with Cannex, and (ii) 3 years following the date of the business combination with Cannex. Series Shares outstanding as of As converted to SVS Class A – 627,800,995 627,800,995 Class C – 1,276,208 1,276,208 629,077,203 629,077,203 On November 23, 2020, the Company closed a brokered private placement and issued 24,644,500 Units at a price of C$0.70 per Unit. Each Unit is comprised of one subordinate voting share of the Company and one-half Because of the Canadian dollar denominated exercise price, these warrants do not qualify to be classified within equity and are therefore classified as derivative liabilities at fair value with changes being reported through the statement of operations. On November 23, 2020, the warrants were valued using the Black Scholes option pricing model at $4,229 using the following assumptions: Share Price: C$0.94; Exercise Price: C$0.90; Expected Life: 2 years; Annualized Volatility: 87.73%; Dividend yield: 0.00%; Discount Rate: 0.16%; C$ Exchange Rate:1.31. On March 31, 2022, the warrants were revalued using the Black Scholes option pricing model, using the following assumptions: Share Price: C$1.00; Expected Life: 0.65 years; Annualized Volatility: 70.96%; Dividend yield: 0%; Discount Rate: 1.06%; C$ Exchange Rate: 1.28. The decrease in the value of the derivative liability of $1,300 is reflected in the statement of operations as a $1,300 gain on the change in fair value of the derivative liability. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 11: WARRANTS As of March 31, 2022, there were share purchase warrants outstanding to purchase up to 26,103,578 SVS shares: Series Number of Weight-average Balance, December 31, 2021 26,192,237 $ 0.75 Issued — — Exercised (88,659 ) 0.56 Balance, March 31, 2022 26,103,578 $ 0.75 As of March 31, 2022, the Company has the following warrants outstanding and exercisable: Warrants Outstanding Exercise Price Expiry Date 10,403,150 C$ 0.90 November 23, 2022 209,426 C$ 0.70 November 23, 2022 12,135,922 0.82 December 17, 2022 2,230,080 0.67 January 29, 2023 625,000 C$ 0.80 October 6, 2024 500,000 C$ 0.80 October 6, 2025 26,103,578 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 12: SHARE-BASED COMPENSATION The Company adopted two equity incentive plans where the Company may grant Class A stock options. Under the terms of the plans, the maximum number of stock options which may be granted are a total of 10% of the number of shares outstanding assuming conversion of all shares to SVS. The exercise price for stock options issued under the plans will be set by the compensation committee of the board of directors but will not be less than 100% of the fair market value of the Company’s shares on the grant date. Stock options have a maximum term of 10 years from the date of grant. Stock options vest at the discretion of the Board. As of March 31, 2022, the Company had the following options outstanding and exercisable on an as-converted Grant Date Strike Price Outstanding Exercisable Life Remaining July 31, 2019 0.10 6,245,840 6,245,840 2.47 July 31, 2019 1.00 7,783,332 7,783,332 0.70 July 31, 2019 1.00 1,166,667 1,166,667 1.52 July 31, 2019 1.50 508,333 508,333 2.20 July 31, 2019 1.50 800,000 800,000 2.21 August 22, 2019 0.80 5,237,720 4,126,609 2.40 August 22, 2019 1.00 6,150,000 4,894,444 2.40 November 1, 2019 0.80 1,200,000 900,000 2.59 February 3, 2020 0.80 375,000 145,833 2.85 June 8, 2020 0.80 25,000 10,417 3.19 July 31, 2020 0.80 1,200,000 1,141,667 3.34 September 15, 2020 0.86 7,315,860 7,315,860 3.46 October 2, 2020 0.77 3,000,000 3,000,000 3.51 November 24, 2020 0.94 1,675,000 1,675,000 3.65 December 2, 2020 1.11 2,900,000 2,900,000 3.68 December 21, 2020 1.06 1,200,000 500,000 3.73 March 18, 2021 1.63 6,650,000 3,325,000 3.97 April 2, 2021 1.36 200,000 133,333 4.01 April 21, 2021 1.58 175,000 116,667 4.06 June 23, 2021 1.56 450,000 300,000 4.23 November 11, 2021 1.33 25,000 6,250 4.62 January 25, 2022 0.89 1,100,000 99,306 4.82 February 1, 2022 0.84 100,000 8,056 4.84 February 17, 2022 0.85 100,000 5,833 4.89 March 1, 2022 1.09 200,000 8,333 4.92 55,782,752 47,116,780 2.79 Stock option activity is summarized as follows: Number of Weighted Weighted Balance December 31, 2020 50,427,065 0.84 3.72 Granted 7,900,000 1.62 5.00 Exercised (2,737,326 ) 1.04 — Forfeited/ Expired (1,306,987 ) 0.43 — Balance December 31, 2021 54,282,752 0.94 2.97 Granted 1,500,000 0.91 5.00 Exercised — — — Forfeited/ Expired — — — Balance March 31, 2022 55,782,752 0.94 2.79 During the three months ended March 31, 2022 and 2021, the Company recognized share-based compensation of $1,038 and $2,396 , In determining the amount of equity-based compensation during the year, the Company used the Black-Scholes option pricing model to establish fair value of options granted during the year with the following key assumptions: 2022 2021 Risk-Free Interest Rate 2.42 % 0.87 % Expected Life (years) 5.00 5.00 Expected Annualized Volatility 71.30 % 86.20 % Expected Dividend Yield — — |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 13: RELATED PARTIES Related party transactions LI Lending LLC Linchpin Investors LLC (“Linchpin”), a subsidiary of the Company, and LI Lending LLC (“LI Lending”) entered into a Construction Loan Agreement dated May 10, 2019, as amended, whereby Linchpin received an up-to $45 million loan from LI Lending of which $48,300 was outstanding as of December 31, 2021. Mr. Gontmakher, the CEO of the Company, and Roman Tkachenko, a director of the Company, each hold a 14.28 % ownership interest in LI Lending. Additionally, Mr. Tkachenko is a managing member of LI Lending. LI Lending has advanced the Company a real estate improvement/development loan of $50,000 under that certain Construction Loan Agreement to be used for the acquisition and development of real estate to be used for cannabis operations. The loan matures in May 2024 of the loan advanced includes the notes payable and accrued interest less debt discount of $376 that was outstanding as of March 31, 2022. Of the $49,027 outstanding at March 31, 2022, $1,891 represents interest accrued through March 31, 2022. See Note 9 for details on the outstanding note payable. Pure Ratios Leonid Gontmakher, Chief Executive Officer of the Company, holds an interest in an entity related to iWolf Management, LLC, an online marketing company serving the online CBD market which provided online marketing services during 2020 and 2019 for the Company’s Pure Ratios division. Pure Ratios paid $313 for the three months ended March 31, 2021 to this vendor for management fees, pass through marketing costs and customer service. Pure Ratios did not make any such payments during the three months ended March 31, 2022. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 14: CONTINGENCIES (a) Cannabis Industry Cannabis is still considered a Schedule 1 substance under the Controlled Substance Act. As such, there is an inherent risk related to the federal government’s position on cannabis; additionally, the risk exists, due to the Company’s business in cannabis, that third party service providers could suspend or withdraw services and as well as the risk that regulatory bodies could impose certain restrictions on the issuer’s ability to operate in the U.S.; however, the Company has deemed it not reasonable to estimate a potential liability related to the possible enforcement of laws against the medical cannabis industry. (b) Contingent consideration payable As part of the acquisition of Om of Medicine, LLC and Cannex’s prior acquisition of Pure Ratios, the Company is subject to contingent consideration payable to the sellers. The fair value of the contingent consideration, which is based on specific revenue levels achieved over a 2-3-year Om of Balance, December 31, 2021 $ 2,393 Balance, March 31, 2022 2,393 Less: current portion — Long-term portion $ 2,393 The contingent consideration payable is measured at fair value based on unobservable inputs and is considered a Level 3 financial instrument. The determination of the fair value of these liabilities is primarily driven by the Company’s expectations of the respective subsidiaries achieving certain milestones. The expected milestones were assigned probabilities and the expected related cash flows were discounted to derive the fair value of the contingent consideration. The remaining balance of contingent consideration as of March 31, 2022 is $2,393 , all of which is a long-term contingent consideration. The contingent consideration payment is due in full in April 2023. OM of Medicine: (c) Legal Matters From time to time, the Company may be involved in certain disputes arising in the ordinary course of business. Such disputes, taken in the aggregate, are not expected to have a material adverse effect on the Company. There are also no proceedings in which any of the Company’s directors, officers, or affiliates is an adverse party or has a material interest adverse to the Company’s interest. On August 5, 2019, Richard Hernandez and Commerce Citizens Against Marijuana Corruption (the “Complainants”) filed a complaint (Superior Court of California Case No. 19ST-CV-27029) In December 2021, the Company settled a dispute with an undisclosed defendant. As part of the settlement, the Company recorded a gain on the settlement of $3,768. On January 26, 2022, Savills, Inc. sued the Company in the U.S. District Court for the Southern District of New York. That lawsuit alleges that the Company has breached an alleged agreement with Savills under which the Company was allegedly required to pay Savills a percentage of savings realized under certain incentive programs offered in some jurisdictions, which Savills would assist the Company in obtaining. Savills claims damages of approximately $19,000 in connection with its claim that it obtained benefits for the Company allegedly valued at over $129,000. The Company denies these allegations, denies the Company has obtained such benefits, disputes Savills’ characterization of the facts, and denies liability. The Company has filed a counterclaim against Savills alleging breach of contract by Savills. |
Financial Instruments and Finan
Financial Instruments and Financial Risk Management | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments and Financial Risk Management | Note 15: FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. The Company follows this authoritative guidance for fair value measurements, which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles in the United States of America, and expands disclosures about fair value measurements. The guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs). Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the periods ended March 31, 2022 and December 31, 2021. The fair value of the Company’s cash, accounts receivable, other receivables, accounts payable and accrued expenses approximates carrying value due to their short-term nature. The Company’s notes receivable, lease receivables, contingent consideration payable, derivative liabilities, convertible notes payable, construction finance liability, and notes payable approximate fair value due to the instruments bearing market rates of interest or their short-term nature. As the interest rates utilized to calculate these instruments approximates market value interest rates, the carrying amounts of the instruments approximate fair value, which are primarily based on Level 1 inputs. The fair value of stock options granted were estimated based on a Black-Scholes model during the periods ended March 31, 2022 and December 31, 2021. The estimated fair value of the derivative liabilities, which represent embedded put included in the convertible notes payable, represent Level 3 measurements. The following table details the fair value measurements within the fair value hierarchy of the Company’s financial instruments, which includes the Level 3 liabilities: Fair value at March 31, 2022 Total Level 1 Level 2 Level 3 Liabilities: Derivative liability $ 2,202 $ — $ — $ 2,202 Total liabilities $ 2,202 $ — $ — $ 2,202 Fair value at December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Derivative liability $ 3,502 $ — $ — $ 3,502 Total liabilities $ 3,502 $ — $ — $ 3,502 The table below provides a summary of the changes in fair value of the derivative liabilities measured on a recurring basis using significant unobservable inputs (Level 3): For the Three Months Ended March 31, 2022 2021 Derivative liability: Balance, beginning of period $ 3,502 $ 5,807 (Gain) loss on fair value of derivative liability (1,300 ) 2,532 Balance, end of period $ 2,202 $ 8,339 There were no transfers (a) Financial Risk Management The Company is exposed in varying degrees to a variety of financial instruments related risks. The Board mitigates these risks by assessing, monitoring and approving the Company’s risk management processes. (b) Credit Risk Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash, lease receivables, other receivables, and notes receivable. The Company’s maximum credit risk exposure is equivalent to the carrying value of these instruments. The risk exposure is limited to the carrying amounts at the statement of financial position date. The risk to cash deposits is mitigated by holding these instruments with regulated financial institutions. Lease receivables, notes receivables and other receivables credit risk arises from the possibility that principal and interest due may become uncollectible. The Company mitigates this risk by managing and monitoring the underlying business relationships. The Company maintains cash with federally insured financial institutions. As of December 31, 2021, the Company exceeded federally insured limits by approximately $10,866 . The Company did not exceed any federally insured limits at any of its financial institutions for the three months ended March 31, 2022. The Company has historically not experienced any losses in such accounts. As of March 31, 2022, the Company held approximately $29 in cash in a Canadian account that is denominated in C$. As of March 31, 2022 and December 31, 2021, the maximum credit exposure related to the carrying amounts of accounts receivable, other receivables, notes receivable and lease receivables was , respectively. (c) Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities. The Company manages liquidity risk through the management of its capital structure. The Company’s approach to managing liquidity is to raise sufficient capital to settle obligations and liabilities when due. The Company has the following gross contractual obligations as of March 31, 2022, which are expected to be payable in the following respective periods: Less than 1 1 to 3 years 3 to 5 years Greater Total Accounts payable and accrued liabilities $ 12,706 $ 1,200 $ — $ — $ 13,906 Convertible notes, notes payable and accrued interest 5,385 65,280 — — 70,665 Contingent consideration payable — 2,393 — — 2,393 Construction finance liability — 16,000 — — $ 16,000 Total $ 18,091 $ 84,873 $ — $ — $ 102,964 (d) Interest Rate Risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. (e) Foreign Exchange Risk The Company is exposed to exchange rate fluctuations between United States and Canadian dollars. The Company’s share price is denominated in Canadian dollars. If the Canadian dollar declines against the United States dollar, the United States dollar amounts available to fund the Company through the exercise of stock options or warrants will be less. The Company also has bank accounts with balances of $29 in Canadian dollars. The value of these bank balances if converted to U.S. dollars will fluctuate. While the Company maintains a head office in Canada where it incurs expenses primarily denominated in Canadian dollars, such expenses are a small portion of overall expenses incurred by the Company. The Company does not have a practice of trading derivatives and does not engage in “natural hedging” for funds held in Canada. (f) Other Price Risk Price risk is the risk of variability in fair value due to movements in equity or market prices. The Company is subject to risk of prices to its products due to competitive or regulatory pressures. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 16: SEGMENT INFORMATION Reportable Segments Operating segments are components of the Company that combine similar business activities, with activities grouped to facilitate the evaluation of business units and allocation of resources by the Company’s board of directors and management. As of March 31, 2022, the Company had two reportable segments: • THC Cannabis – Production and cultivation of THC cannabis, manufacturing and distribution of cannabis products to own dispensaries and third-party retail customers, ancillary services supporting wholesale operations, and retail sales direct to end consumers • CBD Wellness – Pure Ratios which encompasses the production and sale of CBD products to third-party customers The results of each segment are regularly reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, to assess the performance of the segment and make decisions regarding the allocation of resources. The Company’s chief operating decision maker uses revenue and net loss as measure of segment performance. There are no intersegment sales or transfers. All revenues are derived from customers domiciled in the United States and all assets are located in the United States. The below table presents revenues by type for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Net Revenues THC Cannabis $ 25,783 $ 22,148 CBD Wellness 265 822 Corporate — — Total Net Revenues 26,048 22,970 Depreciation and Amortization THC Cannabis 847 756 CBD Wellness — 16 Corporate — 2 Total Depreciation and amortization 847 774 Net (Income) Loss THC Cannabis 256 2,838 CBD Wellness (15 ) 3 Corporate 5,658 8,247 Total Net Loss $ 5,899 $ 11,089 Assets March 31, 2022 December 31, 2021 THC Cannabis $ 286,461 $ 238,933 CBD Wellness 725 805 Corporate 3,503 15,801 Total Assets $ 290,689 $ 255,539 On January 28, 2022, the Company acquired assets and liabilities from NECC and 29 Everett in conjunction with the NECC Merger Agreements. As part of the acquisition, the Company acquired $ 18,000 10,249 Goodwill assigned to the THC Cannabis segment as of March 31, 2022 and December 31, 2021 was $33,404 and $23,155 , respectively. Intangible assets, net assigned to the THC Cannabis segment as of March 31, 2022 and December 31, 2021 were $43,616 and $26,246, respectively. The Company did not have any Goodwill or intangible assets assigned to the CBD Wellness segment as of March 31, 2022 and December 31, 2021. |
Supplementary Cash Flow Informa
Supplementary Cash Flow Information | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Supplementary Cash Flow Information | Note 17: SUPPLEMENTARY CASH FLOW INFORMATION Changes in non-cash March 31, 2022 March 31, 2021 Changes in operating assets and liabilities Accounts receivable and other receivables $ (2,309 ) $ 100 Inventory (3,823 ) (934 ) Prepaid expenses 153 (830 ) Deposits 257 (460 ) Accounts payable and accrued liabilities 778 1,393 Taxes payable 3,651 1,806 $ (1,293 ) $ 1,075 Supplemental disclosure of non-cash March 31, 2022 March 31, 2021 Exchange of convertible debt to equity $ 3,122 $ — Change in right-of-use assets and lease liabilities $ 77 $ — Issuance of equity for NECC pursuant to acquisition $ 17,689 $ — Property, plant, and equipment acquired through NECC acquisition $ 15,238 $ — Issuance of notes payable in through NECC acquisition $ 2,000 $ — Inventory acquired through NECC acquisition $ 2,000 $ — • Cash paid for interest for the three months ended March 31, 2022 and 2021 was $1,569 and $818 , • Cash paid for income taxes for the three months ended March 31, 2022 and 2021 was $1,110 and $224 , |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18: INCOME TAXES The following table summarizes the Company’s income tax expense: For the Three Months Ended March 31, 2022 2021 Net loss before income taxes $ (2,456 ) $ (8,431 ) Income tax expense (3,438 ) (2,653 ) The Company has computed its provision for income taxes under the discrete method which treats the year-to-date period pre-tax non-deductible Internal Revenue Code (“IRC”) Section 280E denies, at the U.S. federal level, deductions, and credits attributable to a trade or business trafficking in controlled substances. Because the Company is subject to IRC Section 280E, the Company has computed its U.S. tax based on gross receipts less cost of goods sold. The tax provisions for the three months ended March 31, 2022 and 2021, have been prepared based on the assumption that cost of goods sold is a valid expense for income tax purposes. The federal statute of limitation remains open for the tax year to the present. The state income tax returns generally remain open for the tax year through the present. Net operating losses arising prior to these years are also open to examination if and when utilized. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19: SUBSEQUENT EVENTS On March 30, 2022, the Company entered into an agreement and plan of merger (the “Island Merger Agreement”) by and among the Company, Island Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Island Merger Sub”); Island Global Holdings, Inc., a California corporation (“Island”); and Navy Capital SR LLC, a Delaware limited liability company (“Navy”, and together with the Company, Island Merger Sub, and Island, the “Island Parties”). Pursuant to the terms and conditions of the Merger Agreement, Island Merger Sub will be merged with and into Island, with Island surviving the merger and continuing its corporate existence as a wholly owned subsidiary of the Company (the “Island Merger”). The Island Merger Agreement was effective as of April 13, 2022 (the “Effective Date”). On the Effective Date, the Island Parties consummated the Island Merger, pursuant to the terms and conditions of the Island Merger Agreement, as amended. However, due to administrative and technical issues at the California Office of the Secretary of State, the Island Parties did not receive the certificate of merger evidencing the closing of the Island Merger as of the Effective Date until April 25, 2022. At the Effective Date, pursuant to the terms and conditions of the Island Merger Agreement, as amended, the Company issued to certain shareholders and debtholders of Island an aggregate of: 54 -month, subordinated promissory notes (the “Island Merger Notes”) in the aggregate principal amount of On April 22, 2022, the Parties entered into the first amendment to the Island Merger Agreement to replace the requirement that certain noteholders fund a letter of credit to Island of up to $1,000,000 . In lieu of funding a line of credit, the noteholders agreed to pay the full $1,000,000 The Company is in the process of assessing the fair values of the acquired tangible assets and any intangible assets and liabilities for these acquisitions, and thus, have not presented purchase price allocations as of the date of this filing. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Critical accounting estimates and judgments | (a) Critical accounting estimates and judgments Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of the Company’s condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those described in the latest annual consolidated financial statements. We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary. |
Recent Accounting Pronouncements | (b) Recent Accounting Pronouncements Recently Adopted i. In December 2019, the FASB issued ASU 2019-12, 2019-12 2019-12 ii. In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40)”. 2020-06 2020-06 iii. In May 2021, the FASB issued ASU 2021-04, 815-40)”. 2021-04 2021-04 Accounting Pronouncements Not Yet Adopted i. In October 2021, the FASB issued ASU 2021-08, 2021-08 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | The Company’s inventories include the following as of March 31, 2022 March 31, December 31, Raw Materials - unharvested cannabis $ 4,409 $ 2,164 Raw materials CBD and ingredients 37 36 Work in process - flower and extract 11,325 7,780 Finished goods - cultivation supplies 2,351 1,734 Finished goods - packaged products 7,788 8,373 Total $ 25,910 $ 20,087 |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment and Related Depreciation | Property, plant and equipment and related depreciation are summarized in the table below: March 31, December 31, Land $ 774 $ — Buildings & improvements 13,509 1,483 Construction in process 218 63 Furniture, equipment & other 16,841 13,425 Leasehold improvements 35,514 35,538 Total $ 66,856 $ 50,509 Less: accumulated depreciation (9,041 ) (7,876 ) Total property, plant, and equipment, net $ 57,815 $ 42,633 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Licenses Customer Non-Competition Know-How Total Balance, December 31, 2020 $ 20,146 $ 1,668 $ 43 $ 6,933 $ 28,790 Amortization expense — (580 ) (43 ) (1,921 ) (2,544 ) Balance, December 31, 2021 $ 20,146 $ 1,088 $ — $ 5,012 $ 26,246 NECC merger and 29 Everett acquisition (Note 7) 18,000 — — — 18,000 Amortization expense — (145 ) (485 ) (630 ) Balance, March 31, 2022 $ 38,146 $ 943 $ — $ 4,527 $ 43,616 |
Summary of Goodwill | Balance, December 31, 2020 $ 23,155 Balance, December 31, 2021 $ 23,155 NECC merger and 29 Everett acquisition (Note 7) 10,249 Balance, March 31, 2022 $ 33,404 |
Acquisitions and Business Com_2
Acquisitions and Business Combinations (Tables) - New England Cannabis Corporation Acquisition [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Business Acquisition [Line Items] | |
Summary Of The Preliminary Purchase Price Allocation Finalized For The NECC Acquisition | The following tables presents the preliminary purchase price allocation for the NECC Merger: Cash consideration $ 25,000 Seller note 2,000 Equity consideration - common stock 17,689 Total Purchase Price $ 44,689 Description Fair value Assets acquired: Cash $ 2 Inventory 2,000 Property , plant, and equipment 15,238 Intangible asset - licenses 18,000 Total assets acquired $ 35,240 Liabilities assumed: Accounts payable 800 Total liabilities assumed $ 800 Estimated fair value of net assets acquired $ 34,440 Estimated Goodwill $ 10,249 |
Summary Of Pro Forma Information | The unaudited pro forma financial information for the Company and NECC is as follows: For the For the Three Months Ended March 31, 2022 2021 Reported Proforma Reported Proforma Revenues $ 26,048 $ 26,048 $ 22,970 $ 22,970 (Loss) income from operations (1,241 ) (1,241 ) 353 344 Net loss $ (5,894 ) $ (5,609 ) $ (11,084 ) $ (11,093 ) Basic and diluted earning (loss) per share $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.02 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary of Company's Operating Leases | The following table summarizes the Company’s operating leases: Classification - Consolidated Balance Sheet March 31, December 31, Assets Operating lease assets Operating Lease Assets $ 99,395 $ 100,519 Liabilities Current Operating Current portion of operating lease liabilities 3,700 3,629 Noncurrent Operating Operating lease liabilities 93,505 93,111 Total lease liabilities $ 97,205 $ 96,740 |
Summary of Maturities Lease Liabilities For Third-Party Operating Leases | Maturities of lease liabilities for third-party operating leases as of March 31, 2022 were as follows: Three months ending March 31, 2022 Operating 2022 $ 11,091 2023 15,433 2024 15,859 2025 16,213 2026 16,594 2027 16,603 2028 and Thereafter 227,684 Total undiscounted cash flows $ 319,477 Less discounting (222,272 ) Total lease payments $ 97,205 |
Summary of Changes in Lease Receivables | The following table summarizes changes in the Company’s lease March 31, December 31, Balance, beginning of the year $ 10,378 $ 11,045 Interest 692 2,783 Lease payments received (900 ) (3,450 ) Balance, end of the period $ 10,170 $ 10,378 Less current portion (2,627 ) (3,630 ) Long-term lease receivables $ 7,543 $ 6,748 |
Summary of Future Minimum Lease Payments (Principal and Interest) on Leases (Lessor) | Future minimum lease payments receivable (principal and interest) on the leases are as follows: Operating 2022 $ 2,730 2023 1,575 2024 — 2025 — Thereafter — Total minimum lease payments 4,305 Effect of discounting (667 ) Present value of minimum lease payments 3,638 Present value of residual value of leased property 6,532 Total lease receivable 10,170 Current portion lease receivable (2,627 ) Long-term lease receivable $ 7,543 |
Notes Payable and Convertible_2
Notes Payable and Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable and Convertible Notes | The Company’s notes payable and convertible notes are as follows: LI Lending, May 2020 May 2020 October 2021 Other Loans Total Balance, December 31, 2020 $ 45,362 $ 2,855 $ 11,867 $ — $ 6,931 $ 67,015 Loans advanced, net — — — 14,376 930 15,306 Loan payments (4,671 ) — — — (1,079 ) (5,750 ) Converted to equity — (5,852 ) (11,867 ) — — (17,719 ) Accrued interest 7,575 2,997 — 265 1,124 11,961 Balance, December 31, 2021 $ 48,266 $ — $ — $ 14,641 $ 7,906 $ 70,813 Loans advanced, net — — — — 2,000 2,000 Loan payments (1,506 ) — — — (110 ) (1,616 ) Converted to equity — — — — (2,784 ) (2,784 ) Accrued interest 1,891 — — 279 82 2,252 Balance, March 31, 2022 $ 48,651 $ — $ — $ 14,920 $ 7,094 $ 70,665 Less current portion — — — — (5,385 ) (5,385 ) Long-term portion $ 48,651 $ — $ — $ 14,920 $ 1,709 $ 65,280 |
Summary of Convertible Debt | Outstanding as of March 31, 2022 Healthy Pharms, NECC, and Arkansas entities as follows: Subsidiary Terms March 31, December 31, Healthy Pharms Inc. Unsecured convertible note, due November 18, 2021 at 12% per annum $ — $ 2,784 Healthy Pharms Inc. Unsecured promissory note at $0.50 per share due December 18, 2022 at 10% per annum (1) 3,294 3,213 NECC Promissory note due July 28, 2022 at 10% per annum 2,000 — Arkansas Entities Unsecured Promissory note, monthly interest payments at 14% per annum 1,709 1,709 Equipment Loans Secured by equipment, monthly payments beginning in 2021 at 15% per annum — 49 Other Various 91 151 Total Notes Payable and Convertible Notes $ 7,094 $ 7,906 |
Summary of Future Minimum Payments of Notes and Convertible Notes | Future minimum payments on the notes payable and convertible debt are as follows: March 31, 2022 $ 6,935 2023 143 2024 65,280 2025 — 2026 — Thereafter — Total minimum payments 72,358 Effect of discounting (1,693 ) Present value of minimum payments 70,665 Less current portion (5,385 ) Long-term portion $ 65,280 |
Share Capital and Equity (Table
Share Capital and Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Share Capital and Equity | Series Shares outstanding as of As converted to SVS Class A – 627,800,995 627,800,995 Class C – 1,276,208 1,276,208 629,077,203 629,077,203 |
Summary of Voting Shares Activity | Voting shares activity for the periods presented is summarized as follows: Class A Subordinate Class C Multiple Total Balance, December 31, 2020 537,575,044 1,276,208 538,851,252 Share capital issuances 55,330,352 — 55,330,352 Balance, December 31, 2021 592,905,396 1,276,208 594,181,604 Share capital issuances 34,895,599 — 34,895,599 Balance, March 31, 2022 627,800,995 1,276,208 629,077,203 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrants Outstanding to Purchase Shares | As of March 31, 2022, there were share purchase warrants outstanding to purchase up to 26,103,578 SVS shares: Series Number of Weight-average Balance, December 31, 2021 26,192,237 $ 0.75 Issued — — Exercised (88,659 ) 0.56 Balance, March 31, 2022 26,103,578 $ 0.75 |
Summary of Warrants Outstanding And Exercisable | As of March 31, 2022, the Company has the following warrants outstanding and exercisable: Warrants Outstanding Exercise Price Expiry Date 10,403,150 C$ 0.90 November 23, 2022 209,426 C$ 0.70 November 23, 2022 12,135,922 0.82 December 17, 2022 2,230,080 0.67 January 29, 2023 625,000 C$ 0.80 October 6, 2024 500,000 C$ 0.80 October 6, 2025 26,103,578 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Options Outstanding and Exercisable on an As-Converted Basis | As of March 31, 2022, the Company had the following options outstanding and exercisable on an as-converted Grant Date Strike Price Outstanding Exercisable Life Remaining July 31, 2019 0.10 6,245,840 6,245,840 2.47 July 31, 2019 1.00 7,783,332 7,783,332 0.70 July 31, 2019 1.00 1,166,667 1,166,667 1.52 July 31, 2019 1.50 508,333 508,333 2.20 July 31, 2019 1.50 800,000 800,000 2.21 August 22, 2019 0.80 5,237,720 4,126,609 2.40 August 22, 2019 1.00 6,150,000 4,894,444 2.40 November 1, 2019 0.80 1,200,000 900,000 2.59 February 3, 2020 0.80 375,000 145,833 2.85 June 8, 2020 0.80 25,000 10,417 3.19 July 31, 2020 0.80 1,200,000 1,141,667 3.34 September 15, 2020 0.86 7,315,860 7,315,860 3.46 October 2, 2020 0.77 3,000,000 3,000,000 3.51 November 24, 2020 0.94 1,675,000 1,675,000 3.65 December 2, 2020 1.11 2,900,000 2,900,000 3.68 December 21, 2020 1.06 1,200,000 500,000 3.73 March 18, 2021 1.63 6,650,000 3,325,000 3.97 April 2, 2021 1.36 200,000 133,333 4.01 April 21, 2021 1.58 175,000 116,667 4.06 June 23, 2021 1.56 450,000 300,000 4.23 November 11, 2021 1.33 25,000 6,250 4.62 January 25, 2022 0.89 1,100,000 99,306 4.82 February 1, 2022 0.84 100,000 8,056 4.84 February 17, 2022 0.85 100,000 5,833 4.89 March 1, 2022 1.09 200,000 8,333 4.92 55,782,752 47,116,780 2.79 |
Summary of Stock Option Activity | Stock option activity is summarized as follows: Number of Weighted Weighted Balance December 31, 2020 50,427,065 0.84 3.72 Granted 7,900,000 1.62 5.00 Exercised (2,737,326 ) 1.04 — Forfeited/ Expired (1,306,987 ) 0.43 — Balance December 31, 2021 54,282,752 0.94 2.97 Granted 1,500,000 0.91 5.00 Exercised — — — Forfeited/ Expired — — — Balance March 31, 2022 55,782,752 0.94 2.79 |
4Front Holdings LLC | |
Summary of Stock Options Values using Black-Scholes Model with Key Assumptions | In determining the amount of equity-based compensation during the year, the Company used the Black-Scholes option pricing model to establish fair value of options granted during the year with the following key assumptions: 2022 2021 Risk-Free Interest Rate 2.42 % 0.87 % Expected Life (years) 5.00 5.00 Expected Annualized Volatility 71.30 % 86.20 % Expected Dividend Yield — — |
Contingencies (Tables)
Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Fair Value of Contingent Consideration | The fair value of the contingent consideration, which is based on specific revenue levels achieved over a 2-3-year Om of Balance, December 31, 2021 $ 2,393 Balance, March 31, 2022 2,393 Less: current portion — Long-term portion $ 2,393 |
Financial Instruments and Fin_2
Financial Instruments and Financial Risk Management (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of Gross Contractual Obligations | The Company has the following gross contractual obligations as of March 31, 2022, which are expected to be payable in the following respective periods: Less than 1 1 to 3 years 3 to 5 years Greater Total Accounts payable and accrued liabilities $ 12,706 $ 1,200 $ — $ — $ 13,906 Convertible notes, notes payable and accrued interest 5,385 65,280 — — 70,665 Contingent consideration payable — 2,393 — — 2,393 Construction finance liability — 16,000 — — $ 16,000 Total $ 18,091 $ 84,873 $ — $ — $ 102,964 |
Schedule of Fair Value Measurements With in the Fair Value Hierarchy of The Financial Instruments | The following table details the fair value measurements within the fair value hierarchy of the Company’s financial instruments, which includes the Level 3 liabilities: Fair value at March 31, 2022 Total Level 1 Level 2 Level 3 Liabilities: Derivative liability $ 2,202 $ — $ — $ 2,202 Total liabilities $ 2,202 $ — $ — $ 2,202 Fair value at December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Derivative liability $ 3,502 $ — $ — $ 3,502 Total liabilities $ 3,502 $ — $ — $ 3,502 |
Summary of Changes in Fair Value of the Derivative Liabilities Measured on a Recurring Basis | The table below provides a summary of the changes in fair value of the derivative liabilities measured on a recurring basis using significant unobservable inputs (Level 3): For the Three Months Ended March 31, 2022 2021 Derivative liability: Balance, beginning of period $ 3,502 $ 5,807 (Gain) loss on fair value of derivative liability (1,300 ) 2,532 Balance, end of period $ 2,202 $ 8,339 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Revenue By Type | The below table presents revenues by type for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Net Revenues THC Cannabis $ 25,783 $ 22,148 CBD Wellness 265 822 Corporate — — Total Net Revenues 26,048 22,970 Depreciation and Amortization THC Cannabis 847 756 CBD Wellness — 16 Corporate — 2 Total Depreciation and amortization 847 774 Net (Income) Loss THC Cannabis 256 2,838 CBD Wellness (15 ) 3 Corporate 5,658 8,247 Total Net Loss $ 5,899 $ 11,089 Assets March 31, 2022 December 31, 2021 THC Cannabis $ 286,461 $ 238,933 CBD Wellness 725 805 Corporate 3,503 15,801 Total Assets $ 290,689 $ 255,539 |
Supplementary Cash Flow Infor_2
Supplementary Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Summary of Changes in Non-Cash Working Capital | Changes in non-cash March 31, 2022 March 31, 2021 Changes in operating assets and liabilities Accounts receivable and other receivables $ (2,309 ) $ 100 Inventory (3,823 ) (934 ) Prepaid expenses 153 (830 ) Deposits 257 (460 ) Accounts payable and accrued liabilities 778 1,393 Taxes payable 3,651 1,806 $ (1,293 ) $ 1,075 |
Summary of of non-cash investing and financing activities | Supplemental disclosure of non-cash March 31, 2022 March 31, 2021 Exchange of convertible debt to equity $ 3,122 $ — Change in right-of-use assets and lease liabilities $ 77 $ — Issuance of equity for NECC pursuant to acquisition $ 17,689 $ — Property, plant, and equipment acquired through NECC acquisition $ 15,238 $ — Issuance of notes payable in through NECC acquisition $ 2,000 $ — Inventory acquired through NECC acquisition $ 2,000 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense and Effective Tax Rates | The following table summarizes the Company’s income tax expense: For the Three Months Ended March 31, 2022 2021 Net loss before income taxes $ (2,456 ) $ (8,431 ) Income tax expense (3,438 ) (2,653 ) |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Nature Of Operations [Line Items] | |
Number of operating segments | 2 |
Number of dispensaries | 6 |
Massachusetts | |
Nature Of Operations [Line Items] | |
Number of production facilities | 3 |
Illinois | |
Nature Of Operations [Line Items] | |
Number of production facilities | 3 |
Inventory - Summary of Inventor
Inventory - Summary of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Total inventory | $ 25,910 | $ 20,087 |
Unharvested Cannabis | ||
Inventory [Line Items] | ||
Raw materials | 4,409 | 2,164 |
CBD and Ingredients | ||
Inventory [Line Items] | ||
Raw materials | 37 | 36 |
Flower and Extract | ||
Inventory [Line Items] | ||
Work in process | 11,325 | 7,780 |
Cultivation Supplies | ||
Inventory [Line Items] | ||
Finished goods | 2,351 | 1,734 |
Packaged Products | ||
Inventory [Line Items] | ||
Finished goods | $ 7,788 | $ 8,373 |
Property Plant and Equipment -
Property Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Jan. 28, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, pledged as security | $ 33,000 | |||
Contractual commitments for future capital expenditures | 0 | $ 0 | ||
Depreciation expense | 1,165 | $ 463 | ||
New England Cannabis Corporation [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Business combination, Recognized identifiable assets acquired, Property, plant, and equipment | $ 15,238 | |||
Cost of Sales [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 948 | $ 325 |
Property Plant and Equipment _2
Property Plant and Equipment - Summary of Property and Equipment and Related Depreciation (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 66,856 | $ 50,509 |
Less: accumulated depreciation | (9,041) | (7,876) |
Total property and equipment, net | 57,815 | 42,633 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 774 | 0 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,509 | 1,483 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 218 | 63 |
Furniture Equipment And Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,841 | 13,425 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 35,514 | $ 35,538 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Balance | $ 26,246 | $ 28,790 |
Amortization expense | (630) | (2,544) |
NECC merger and 29 Everett acquisition (Note 7) | 18,000 | |
Balance | 43,616 | 26,246 |
Licenses | ||
Finite Lived Intangible Assets [Line Items] | ||
Balance | 20,146 | 20,146 |
NECC merger and 29 Everett acquisition (Note 7) | 18,000 | |
Balance | 38,146 | 20,146 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Balance | 1,088 | 1,668 |
Amortization expense | (145) | (580) |
Balance | 943 | 1,088 |
Non-competition Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Balance | 0 | 43 |
Amortization expense | (43) | |
Balance | 0 | 0 |
Know-how (trade secrets) | ||
Finite Lived Intangible Assets [Line Items] | ||
Balance | 5,012 | 6,933 |
Amortization expense | (485) | (1,921) |
Balance | $ 4,527 | $ 5,012 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Summary of Goodwill (Details) - USD ($) $ in Thousands | Jan. 28, 2022 | Mar. 31, 2022 |
Goodwill [Line Items] | ||
Balance | $ 23,155 | |
Balance | 33,404 | |
New England Cannabis Corporation And 29 Everett Acquisition [Member] | ||
Goodwill [Line Items] | ||
NECC merger and 29 Everett acquisition (Note 7) | $ 10,249 | $ 10,249 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | Jan. 28, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Intangible Assets And Goodwill [Line Items] | |||
Goodwill impairment | $ 0 | ||
Accumulated impairment | 13,400 | $ 13,400 | |
Licenses acquired | 18,000 | ||
New England Cannabis Corporation And 29 Everett Acquisition [Member] | |||
Disclosure Of Intangible Assets And Goodwill [Line Items] | |||
Goodwill acquired | $ 10,249 | $ 10,249 | |
Business combination consideration amount | 44,689 | ||
Licenses acquired | $ 18,000 |
Acquisitions and Business Com_3
Acquisitions and Business Combinations - Summary Of The Preliminary Purchase Price Allocation Finalized For The NECC Acquisition (Details) - New England Cannabis Corporation Acquisition [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Business Acquisition [Line Items] | |
Cash consideration | $ 25,000 |
Seller note | 2,000 |
Equity consideration - common stock | 17,689 |
Total Purchase Price | 44,689 |
Assets acquired: | |
Cash | 2 |
Inventory | 2,000 |
Property, plant, and equipment | 15,238 |
Intangible asset - licenses | 18,000 |
Total assets acquired | 35,240 |
Liabilities assumed: | |
Accounts payable | 800 |
Total liabilities assumed | 800 |
Estimated fair value of net assets acquired | 34,440 |
Estimated Goodwill | $ 10,249 |
Acquisitions and Business Com_4
Acquisitions and Business Combinations - Summary Of Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Proforma | ||
Revenues | $ 26,048 | $ 22,970 |
(Loss) income from operations | (1,241) | 344 |
Net loss | $ (5,609) | $ (11,093) |
Basic and diluted earning (loss) per share | $ (0.02) | $ (0.02) |
Reported | ||
Revenues | $ 26,048 | $ 22,970 |
(Loss) income from operations | (1,241) | 353 |
Net loss | $ (5,894) | $ (11,084) |
Basic and diluted earning (loss) per share | $ (0.01) | $ (0.02) |
Acquisitions And Business Com_5
Acquisitions And Business Combinations - Additional Information (Detail) - New England Cannabis Corporation [Member] - USD ($) $ in Thousands | Jan. 28, 2022 | Mar. 31, 2022 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Cash | $ 9,000,000 | |
Business Acquisition, Transaction Costs | $ 596,000 | |
Measurement Period | 1 year | |
Purchase Agreement [Member] | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Percentage of voting interests acquired | 100.00% | |
Business Acquistion First Amendment Agreement [Member] | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Cash | $ 16,000,000 | |
Business Acquistion First Amendment Agreement [Member] | Convertible Debt One Issued [Member] | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Business combination consideration transferred liabilities incurred | $ 2,000,000 | |
Short term debt fixed interest rate percentage | 10.00% | |
Debt instrument, maturity date | 6 months | |
Subordinate Voting Share [Member] | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Number of shares issued as a settlement of consideration | 28,571,428 |
Leases - Summary of Company's O
Leases - Summary of Company's Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Operating lease assets | $ 99,395 | $ 100,519 |
Liabilities | ||
Current portion of operating lease liabilities | 3,700 | 3,629 |
Non-current portion of operating lease liabilities | 93,505 | 93,111 |
Total lease payments | $ 97,205 | $ 96,740 |
Leases - Summary of Maturities
Leases - Summary of Maturities Lease Liabilities For Third-Party Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 | $ 11,091 | |
2023 | 15,433 | |
2024 | 15,859 | |
2025 | 16,213 | |
2026 | 16,594 | |
2027 | 16,603 | |
2028 and Thereafter | 227,684 | |
Total undiscounted cash flows | 319,477 | |
Less discounting | (222,272) | |
Total lease payments | $ 97,205 | $ 96,740 |
Leases - Summary of Changes in
Leases - Summary of Changes in Lease Receivables (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Balance, beginning of the year | $ 10,378 | $ 11,045 |
Interest | 692 | 2,783 |
Lease payments received | (900) | (3,450) |
Balance, end of the period | 10,170 | 10,378 |
Less current portion | (2,627) | (3,630) |
Long-term lease receivables | $ 7,543 | $ 6,748 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Principal and Interest) on Leases (Lessor) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
2022 | $ 2,730 | ||
2023 | 1,575 | ||
2024 | |||
2025 | |||
Thereafter | |||
Total minimum lease payments | 4,305 | ||
Effect of discounting | (667) | ||
Present value of minimum lease payments | 3,638 | ||
Present value of residual value of leased property | 6,532 | ||
Total lease receivable | 10,170 | $ 10,378 | $ 11,045 |
Current portion of lease receivables | (2,627) | (3,630) | |
Long-term lease receivable | $ 7,543 | $ 6,748 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Leases [Line Items] | |||
Operating lease expense | $ 4,822 | $ 4,872 | |
Real estate income | 2,965 | 2,890 | |
Lease incentive receivable, Noncurrent | 7,543 | $ 6,748 | |
Lease incentive receivable, Current | 2,627 | $ 3,630 | |
Elma, Building | |||
Leases [Line Items] | |||
Real estate income | 692 | 791 | |
Olympia Building | |||
Leases [Line Items] | |||
Real estate income | $ 2,273 | $ 2,099 | |
Minimum | |||
Leases [Line Items] | |||
Lessee incremental borrowing rate percentage | 10.25% | 10.25% | |
Lessee, Operating Lease, Remaining lease term | 1 month 7 days | ||
Maximum | |||
Leases [Line Items] | |||
Lessee incremental borrowing rate percentage | 18.00% | 18.00% | |
Lessee, Operating Lease, Remaining lease term | 19 months 13 days |
Notes Payable and Convertible_3
Notes Payable and Convertible Notes - Summary of Notes Payable and Convertible Notes (Details) - USD ($) $ in Thousands | Oct. 06, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Beginning Balance | $ 70,813 | $ 67,015 | |
Loans advanced, net | 2,000 | 15,306 | |
Loan payments | (1,616) | (5,750) | |
Converted to equity | (2,784) | (17,719) | |
Accrued interest | 2,252 | 11,961 | |
Less current portion | (5,385) | ||
Long-term portion | 65,280 | ||
Ending Balance | 70,665 | 70,813 | |
LI Lending, LLC | |||
Debt Instrument [Line Items] | |||
Beginning Balance | 48,266 | 45,362 | |
Loans advanced, net | 0 | ||
Loan payments | (1,506) | (4,671) | |
Accrued interest | 1,891 | 7,575 | |
Long-term portion | 48,651 | ||
Ending Balance | 48,651 | 48,266 | |
May 2020 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Beginning Balance | 0 | 2,855 | |
Loan payments | 0 | 0 | |
Converted to equity | (5,852) | ||
Accrued interest | 0 | 2,997 | |
Long-term portion | 0 | ||
Ending Balance | 0 | 0 | |
May 2020 Convertible Notes (Swap) | |||
Debt Instrument [Line Items] | |||
Beginning Balance | 0 | 11,867 | |
Loans advanced, net | 0 | ||
Converted to equity | 0 | (11,867) | |
Accrued interest | 0 | 0 | |
Long-term portion | 0 | ||
Ending Balance | 0 | ||
October 2021 Convertible Note | |||
Debt Instrument [Line Items] | |||
Beginning Balance | 14,641 | ||
Loans advanced, net | $ 14,376 | 14,376 | |
Loan payments | $ 0 | ||
Converted to equity | 0 | 0 | |
Accrued interest | 279 | 265 | |
Long-term portion | 14,920 | ||
Ending Balance | 14,920 | 14,641 | |
Other Loans | |||
Debt Instrument [Line Items] | |||
Beginning Balance | 7,906 | 6,931 | |
Loans advanced, net | 2,000 | 930 | |
Loan payments | (110) | (1,079) | |
Converted to equity | (2,784) | ||
Accrued interest | 82 | 1,124 | |
Less current portion | (5,385) | ||
Long-term portion | 1,709 | ||
Ending Balance | $ 7,094 | $ 7,906 |
Notes Payable and Convertible_4
Notes Payable and Convertible Notes - Additional Information (Details) $ / shares in Units, $ in Thousands | Jan. 28, 2022USD ($) | Jan. 01, 2022USD ($) | Oct. 06, 2021USD ($)$ / shares | May 28, 2020USD ($)shares$ / shares | May 14, 2020USD ($)shares$ / shares | Apr. 30, 2020USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 10, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||||
Issuance of notes payable | $ 2,000 | $ 15,306 | |||||||||
Other payables | 7,094 | ||||||||||
Repayments of Debt | 1,616 | 5,750 | |||||||||
Long term debt, Gross | 72,358 | ||||||||||
Long-term Debt | $ 70,665 | 70,813 | $ 67,015 | ||||||||
Acquired property sold | $ 16,000,000 | ||||||||||
Finance lease term | 20 years | ||||||||||
Finance Lease Option To Extend | two options to extend the term for five years each. | ||||||||||
Lease extend Term | 5 years | ||||||||||
Initial rent payments | $ 140 | ||||||||||
Finance Lease Payment Terms And Conditions | 3% annual increases over the life of the agreement. | ||||||||||
Finance liability | $ 16,000 | ||||||||||
Security Deposit | 403 | ||||||||||
LI Lending, LLC | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance of notes payable | 0 | ||||||||||
Maximum borrowing capacity under credit facility | $ 50,000 | ||||||||||
Amount drawn under credit facility | 45,000 | ||||||||||
Debt instrument, monthly interest-only payments | $ 33,000 | $ 33,000 | $ 33,000 | 35,000 | 33,000 | $ 35,000 | |||||
Debt instrument, final interest-only payments | $ 10,000 | 10,000 | $ 10,000 | $ 10,000 | |||||||
Agreed prepayment principal for month | $ 250 | ||||||||||
Principal amount prepayment period | 8 months | ||||||||||
Additional Interest rate on final loan amount | 12.25% | ||||||||||
Debt prepayment | $ 2,000 | ||||||||||
Increase in interest rate | 2.50% | ||||||||||
Interest rate on initial loan amount | 12.75% | 10.25% | 10.25% | 10.25% | |||||||
Interest rate on final loan amount | 14.75% | 12.25% | 12.25% | ||||||||
Percentage of exit fee of the principal balance | 20.00% | ||||||||||
Repayments of Debt | $ 1,506 | 4,671 | |||||||||
Long term debt, Gross | 49,027 | ||||||||||
Debt instrument, Unamortized discount | 376 | ||||||||||
Long-term Debt | 48,651 | 48,266 | $ 45,362 | ||||||||
Interest payable | 1,891 | ||||||||||
Loan discount accretion expense | 125 | ||||||||||
October 2021 Convertible Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance of notes payable | $ 14,376 | 14,376 | |||||||||
Interest rate, stated percentage | 6.00% | ||||||||||
Debt instrument, maturity date | Oct. 6, 2024 | ||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 1.03 | ||||||||||
Debt instrument, Face amount | $ 15,000 | ||||||||||
Payments of debt issuance costs | 624 | ||||||||||
Repayments of Debt | $ 0 | ||||||||||
Long-term Debt | $ 14,920 | $ 14,641 | |||||||||
Convertible Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance of notes payable | $ 5,827 | ||||||||||
Interest rate, stated percentage | 5.00% | ||||||||||
Debt instrument, issuance date | May 14, 2020 | ||||||||||
Debt instrument, maturity date | Feb. 28, 2022 | ||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.25 | ||||||||||
Debt instrument, convertible, stock price trigger | $ / shares | $ 0.5 | ||||||||||
Debt instrument, convertible, threshold consecutive trading days | shares | 45 | ||||||||||
Convertible Notes (Swap) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, maturity date | May 28, 2025 | ||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.46 | ||||||||||
Debt instrument, convertible, stock price trigger | $ / shares | $ 0.92 | ||||||||||
Debt instrument, convertible, threshold consecutive trading days | shares | 45 | ||||||||||
Number of shares exchanged in debt | shares | 29,448,468 | ||||||||||
Issued debt in exchange of convertible equity | $ 13,661 | ||||||||||
Exchanged shares value | $ 13,661 | ||||||||||
Debt instrument, interest rate terms | The notes pay no interest if the Company’s annual revenue is greater than $15,000, and 3% annually otherwise | ||||||||||
Minimum required annual revenue for interest payment | $ 15,000 | ||||||||||
Minimum required percentage of annual revenue for interest payment | 3.00% |
Notes Payable and Convertible_5
Notes Payable and Convertible Notes - Summary of Convertible Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Total Notes Payable and Convertible Notes | $ 7,094 | $ 7,906 |
Healthy Pharms Inc. | Convertible Note | ||
Debt Instrument [Line Items] | ||
Terms | Unsecured convertible note, due November 18, 2021 at 12% per annum | |
Total Notes Payable and Convertible Notes | $ 0 | 2,784 |
Healthy Pharms Inc. | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Terms | Unsecured promissory note at $0.50 per share due December 18, 2022 at 10% per annum (1) | |
Total Notes Payable and Convertible Notes | $ 3,294 | $ 3,213 |
Arkansas Entities | Unsecured Debt | 14% Unsecured Promissory Note | ||
Debt Instrument [Line Items] | ||
Terms | Unsecured Promissory note, monthly interest payments at 14% per annum | |
Total Notes Payable and Convertible Notes | 1,709 | $ 1,709 |
Equipment Loans | Secured Debt | ||
Debt Instrument [Line Items] | ||
Terms | Secured by equipment, monthly payments beginning in 2021 at 15% per annum | |
Total Notes Payable and Convertible Notes | 0 | $ 49 |
Other | ||
Debt Instrument [Line Items] | ||
Terms | Various | |
Total Notes Payable and Convertible Notes | $ 91 | $ 151 |
NECC | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Terms | Promissory note due July 28, 2022 at 10% per annum | |
Total Notes Payable and Convertible Notes | $ 2,000 |
Notes Payable and Convertible_6
Notes Payable and Convertible Notes - Summary of Convertible Debt (Parenthetical) (Details) - $ / shares | May 14, 2020 | Nov. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||
Debt instrument, Maturity date range, End | Dec. 18, 2022 | |||
Convertible Note | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, conversion price | $ 0.25 | |||
Interest rate, stated percentage | 5.00% | |||
Debt instrument, maturity date | Feb. 28, 2022 | |||
Healthy Pharms Inc. | Convertible Note | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Nov. 18, 2021 | Nov. 18, 2021 | ||
Percentage of paid in kind interest rate | 12.00% | 12.00% | ||
Healthy Pharms Inc. | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, conversion price | $ 0.5 | $ 0.5 | ||
Interest rate, stated percentage | 10.00% | 10.00% | ||
Debt instrument, maturity date | Dec. 18, 2022 | Dec. 18, 2022 | ||
Arkansas Entities | Unsecured Debt | 14% Unsecured Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 14.00% | 14.00% | ||
Equipment Loans | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 15.00% | 15.00% | ||
Debt monthly payment beginning year | 2021 | 2021 | ||
New England Cannabis Corporation (NECC) | Notes Payable, Other Payables | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 10.00% | 10.00% | ||
Debt instrument, maturity date | Jul. 28, 2022 | Jul. 28, 2022 |
Notes Payable and Convertible_7
Notes Payable and Convertible Notes - Summary of Future Minimum Payments of Notes and Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | |||
2021 | $ 6,935 | ||
2022 | 143 | ||
2023 | 65,280 | ||
2024 | 0 | ||
2025 | 0 | ||
Thereafter | 0 | ||
Total minimum payments | 72,358 | ||
Effect of discounting | (1,693) | ||
Present value of minimum payments | 70,665 | $ 70,813 | $ 67,015 |
Less current portion | (5,385) | ||
Long term portion | $ 65,280 |
Share Capital and Equity - Addi
Share Capital and Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Nov. 23, 2020USD ($)shares | Mar. 31, 2022USD ($)$ / shares$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021shares | Nov. 23, 2020$ / shares |
Class Of Stock [Line Items] | |||||
Period when the convertibility of shares from one class to another become exercisable | 3 years | ||||
Units issued | shares | 34,895,599 | 55,330,352 | |||
Change in fair value of derivative liability | $ | $ 1,300 | $ (2,532) | |||
Option Pricing Model | |||||
Class Of Stock [Line Items] | |||||
Warrants classified as derivative liability value | $ | $ 4,229 | ||||
Warrants measurement input | 0.94 | ||||
Expected Life | 2 years | ||||
Option Pricing Model | Share Price | |||||
Class Of Stock [Line Items] | |||||
Warrants measurement input | 1 | ||||
Option Pricing Model | Exercise Price | |||||
Class Of Stock [Line Items] | |||||
Warrants measurement input | 0.9 | ||||
Option Pricing Model | Annualized Volatility | |||||
Class Of Stock [Line Items] | |||||
Warrants measurement input | 87.73 | 70.96 | |||
Option Pricing Model | Dividend Yield | |||||
Class Of Stock [Line Items] | |||||
Warrants measurement input | 0 | 0 | |||
Option Pricing Model | Measurement Input, Discount Rate | |||||
Class Of Stock [Line Items] | |||||
Warrants measurement input | 0.16 | 1.06 | |||
Option Pricing Model | Exchange Rate | |||||
Class Of Stock [Line Items] | |||||
Warrants measurement input | 1.28 | 1.31 | |||
Private Placement [Member] | |||||
Class Of Stock [Line Items] | |||||
Warrants purchase price per share | (per share) | $ 0.65 | $ 0.9 | |||
Net proceeds from issuance of stock with warrants | $ | $ 11,557 | ||||
Payments of share issuance costs | $ | $ 690 | ||||
Private Placement [Member] | Share Capital with Unit Price of C$0.70 | |||||
Class Of Stock [Line Items] | |||||
Units issued | shares | 24,644,500 | ||||
Units issued, price per unit | $ 0.7 | ||||
Class C Multiple Voting Shares | |||||
Class Of Stock [Line Items] | |||||
Description of rights attached to each class of capital | 800 | ||||
Percentage of shares of one class held as a percentage of shares of another class | 50.00% | ||||
Units issued | shares | 0 | 0 |
Share Capital and Equity - Summ
Share Capital and Equity - Summary of Voting Shares Activity (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Beginning Balance, Shares | 594,181,604 | 538,851,252 |
Share capital issuances | 34,895,599 | 55,330,352 |
Ending Balance, Shares | 629,077,203 | 594,181,604 |
Class A Subordinate Voting Shares [Member] | ||
Class of Stock [Line Items] | ||
Beginning Balance, Shares | 592,905,396 | 537,575,044 |
Share capital issuances | 34,895,599 | 55,330,352 |
Ending Balance, Shares | 627,800,995 | 592,905,396 |
Class C Multiple Voting Shares [Member] | ||
Class of Stock [Line Items] | ||
Beginning Balance, Shares | 1,276,208 | 1,276,208 |
Share capital issuances | 0 | 0 |
Ending Balance, Shares | 1,276,208 | 1,276,208 |
Share Capital and Equity - Su_2
Share Capital and Equity - Summary of Share Capital and Equity (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | |||
Number of shares outstanding | 629,077,203 | 594,181,604 | 538,851,252 |
Class A Shares | |||
Class Of Stock [Line Items] | |||
Number of shares outstanding | 627,800,995 | ||
Class C Shares | |||
Class Of Stock [Line Items] | |||
Number of shares outstanding | 1,276,208 | ||
Class A Subordinate Voting Shares | |||
Class Of Stock [Line Items] | |||
Number of shares outstanding | 627,800,995 | 592,905,396 | 537,575,044 |
Class C Multiple Voting Shares | |||
Class Of Stock [Line Items] | |||
Number of shares outstanding | 1,276,208 | 1,276,208 | 1,276,208 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Outstanding to Purchase Shares (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Number of warrants, Beginning balance | shares | 26,192,237 |
Number of warrants, Issued | shares | |
Number of warrants, Exercised | shares | (88,659) |
Number of warrants, Ending balance | shares | 26,103,578 |
Weighted average exercise price, Beginning balance | $ / shares | $ 0.75 |
Weighted average exercise price, Issued | $ / shares | |
Weighted average exercise price, Exercised | $ / shares | 0.56 |
Weighted average exercise price, Ending balance | $ / shares | $ 0.75 |
Warrants - Summary of Warrant_2
Warrants - Summary of Warrants Outstanding And Exercisable (Details) | Mar. 31, 2022$ / sharesshares | Mar. 31, 2022$ / sharesshares | Dec. 31, 2021shares |
Class Of Warrant Or Right [Line Items] | |||
Warrants Outstanding | 26,103,578 | 26,103,578 | 26,192,237 |
Exercise Price CAD 0.90 | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants Outstanding | 10,403,150 | 10,403,150 | |
Exercise Price | $ / shares | $ 0.9 | ||
Expiry Date | Nov. 23, 2022 | Nov. 23, 2022 | |
Exercise Price CAD 0.70 | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants Outstanding | 209,426 | 209,426 | |
Exercise Price | $ / shares | $ 0.7 | ||
Expiry Date | Nov. 23, 2022 | Nov. 23, 2022 | |
Exercise Price $0.82 | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants Outstanding | 12,135,922 | 12,135,922 | |
Exercise Price | $ / shares | $ 0.82 | ||
Expiry Date | Dec. 17, 2022 | Dec. 17, 2022 | |
Exercise Price $0.67 | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants Outstanding | 2,230,080 | 2,230,080 | |
Exercise Price | $ / shares | $ 0.67 | ||
Expiry Date | Jan. 29, 2023 | Jan. 29, 2023 | |
Exercise Price CAD 0.80 | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants Outstanding | 625,000 | 625,000 | |
Exercise Price | $ / shares | $ 0.8 | ||
Expiry Date | Oct. 6, 2024 | Oct. 6, 2024 | |
Exercise Price CAD 0.80 | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants Outstanding | 500,000 | 500,000 | |
Exercise Price | $ / shares | $ 0.8 | ||
Expiry Date | Oct. 6, 2025 | Oct. 6, 2025 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - Equity Incentive Plan - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Recognized share-based compensation expense | $ 1,038 | $ 2,396 |
Class A Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Maximum number of stock options available for grant, percentage of number of outstanding shares | 10.00% | |
Minimum exercise price of stock options issued, percentage of fair market value of shares on grant date | 100.00% | |
Maximum term of stock options granted | 10 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Options Outstanding and Exercisable on an As-Converted Basis (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022$ / sharesshares | Dec. 31, 2021shares | Dec. 31, 2020shares | Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options Outstanding | 55,782,752 | 54,282,752 | 50,427,065 | 55,782,752 |
Exercisable Options | 47,116,780 | 47,116,780 | ||
Life Remaining (years) | 2 years 9 months 14 days | 2 years 11 months 19 days | 3 years 8 months 19 days | |
Stock Options Granted on July 31, 2019, One | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 0.1 | |||
Options Outstanding | 6,245,840 | 6,245,840 | ||
Exercisable Options | 6,245,840 | 6,245,840 | ||
Life Remaining (years) | 2 years 5 months 19 days | |||
Stock Options Granted on July 31, 2019, Two | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 1 | |||
Options Outstanding | 7,783,332 | 7,783,332 | ||
Exercisable Options | 7,783,332 | 7,783,332 | ||
Life Remaining (years) | 8 months 12 days | |||
Stock Options Granted on July 31, 2019, Three | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 1 | |||
Options Outstanding | 1,166,667 | 1,166,667 | ||
Exercisable Options | 1,166,667 | 1,166,667 | ||
Life Remaining (years) | 1 year 6 months 7 days | |||
Stock Options Granted on July 31, 2019, Four | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 1.5 | |||
Options Outstanding | 508,333 | 508,333 | ||
Exercisable Options | 508,333 | 508,333 | ||
Life Remaining (years) | 2 years 2 months 12 days | |||
Stock Options Granted on July 31, 2019, Five | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 1.5 | |||
Options Outstanding | 800,000 | 800,000 | ||
Exercisable Options | 800,000 | 800,000 | ||
Life Remaining (years) | 2 years 2 months 15 days | |||
Stock Options Granted on August 22, 2019, One | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 0.8 | |||
Options Outstanding | 5,237,720 | 5,237,720 | ||
Exercisable Options | 4,126,609 | 4,126,609 | ||
Life Remaining (years) | 2 years 4 months 24 days | |||
Stock Options Granted on August 22, 2019, Two | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 1 | |||
Options Outstanding | 6,150,000 | 6,150,000 | ||
Exercisable Options | 4,894,444 | 4,894,444 | ||
Life Remaining (years) | 2 years 4 months 24 days | |||
Stock Options Granted on November 1, 2019 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 0.8 | |||
Options Outstanding | 1,200,000 | 1,200,000 | ||
Exercisable Options | 900,000 | 900,000 | ||
Life Remaining (years) | 2 years 7 months 2 days | |||
Stock Options Granted on February 3, 2020 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 0.8 | |||
Options Outstanding | 375,000 | 375,000 | ||
Exercisable Options | 145,833 | 145,833 | ||
Life Remaining (years) | 2 years 10 months 6 days | |||
Stock Options Granted on June 8, 2020 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 0.8 | |||
Options Outstanding | 25,000 | 25,000 | ||
Exercisable Options | 10,417 | 10,417 | ||
Life Remaining (years) | 3 years 2 months 8 days | |||
Stock Options Granted on July 31, 2020 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 0.8 | |||
Options Outstanding | 1,200,000 | 1,200,000 | ||
Exercisable Options | 1,141,667 | 1,141,667 | ||
Life Remaining (years) | 3 years 4 months 2 days | |||
Stock Options Granted on September 15, 2020 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 0.86 | |||
Options Outstanding | 7,315,860 | 7,315,860 | ||
Exercisable Options | 7,315,860 | 7,315,860 | ||
Life Remaining (years) | 3 years 5 months 15 days | |||
Stock Options Granted on October 2, 2020 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 0.77 | |||
Options Outstanding | 3,000,000 | 3,000,000 | ||
Exercisable Options | 3,000,000 | 3,000,000 | ||
Life Remaining (years) | 3 years 6 months 3 days | |||
Stock Options Granted on November 24, 2020 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 0.94 | |||
Options Outstanding | 1,675,000 | 1,675,000 | ||
Exercisable Options | 1,675,000 | 1,675,000 | ||
Life Remaining (years) | 3 years 7 months 24 days | |||
Stock Options Granted on December 2, 2020 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 1.11 | |||
Options Outstanding | 2,900,000 | 2,900,000 | ||
Exercisable Options | 2,900,000 | 2,900,000 | ||
Life Remaining (years) | 3 years 8 months 4 days | |||
Stock Options Granted on December 21, 2020 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 1.06 | |||
Options Outstanding | 1,200,000 | 1,200,000 | ||
Exercisable Options | 500,000 | 500,000 | ||
Life Remaining (years) | 3 years 8 months 23 days | |||
Stock Options Granted on March 18, 2021 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 1.63 | |||
Options Outstanding | 6,650,000 | 6,650,000 | ||
Exercisable Options | 3,325,000 | 3,325,000 | ||
Life Remaining (years) | 3 years 11 months 19 days | |||
Stock Options Granted on April 2, 2021 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 1.36 | |||
Options Outstanding | 200,000 | 200,000 | ||
Exercisable Options | 133,333 | 133,333 | ||
Life Remaining (years) | 4 years 3 days | |||
Stock Options Granted on April 21, 2021 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 1.58 | |||
Options Outstanding | 175,000 | 175,000 | ||
Exercisable Options | 116,667 | 116,667 | ||
Life Remaining (years) | 4 years 21 days | |||
Stock Options Granted on June 23, 2021 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 1.56 | |||
Options Outstanding | 450,000 | 450,000 | ||
Exercisable Options | 300,000 | 300,000 | ||
Life Remaining (years) | 4 years 2 months 23 days | |||
Stock Option Granted on November 11, 2021 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 1.33 | |||
Options Outstanding | 25,000 | 25,000 | ||
Exercisable Options | 6,250 | 6,250 | ||
Life Remaining (years) | 4 years 7 months 13 days | |||
Stock Option Granted on January 25, 2022 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 0.89 | |||
Options Outstanding | 1,100,000 | 1,100,000 | ||
Exercisable Options | 99,306 | 99,306 | ||
Life Remaining (years) | 4 years 9 months 25 days | |||
Stock Options Granted On February 1, 2022 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 0.84 | |||
Options Outstanding | 100,000 | 100,000 | ||
Exercisable Options | 8,056 | 8,056 | ||
Life Remaining (years) | 4 years 10 months 2 days | |||
Stock Options Granted On February 17, 2022 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 0.85 | |||
Options Outstanding | 100,000 | 100,000 | ||
Exercisable Options | 5,833 | 5,833 | ||
Life Remaining (years) | 4 years 10 months 20 days | |||
Stock Options Granted On March 1, 2022 | Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Strike Price | $ / shares | $ 1.09 | |||
Options Outstanding | 200,000 | 200,000 | ||
Exercisable Options | 8,333 | 8,333 | ||
Life Remaining (years) | 4 years 11 months 1 day |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock Option Activity (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | ||||
Number of Options, Beginning Balance | shares | 54,282,752 | 50,427,065 | 50,427,065 | |
Number of Options, Granted | shares | 1,500,000 | 7,900,000 | 7,900,000 | |
Number of Options, Exercised | shares | (2,737,326) | (2,737,326) | ||
Number of Options, Forfeited/ Expired | shares | (1,306,987) | (1,306,987) | ||
Number of Options, Ending Balance | shares | 55,782,752 | 54,282,752 | 54,282,752 | 50,427,065 |
Weighted Average Price, Beginning Balance | $ / shares | $ 0.94 | $ 0.84 | ||
Weighted Average Price, Granted | $ / shares | 0.91 | 1.62 | ||
Weighted Average Price, Exercised | $ / shares | $ 1.04 | |||
Weighted Average Price, Forfeited/ Expired | $ / shares | 0.43 | |||
Weighted Average Price, Ending Balance | $ / shares | $ 0.94 | $ 0.94 | $ 0.84 | |
Weighted Average Years | 2 years 9 months 14 days | 2 years 11 months 19 days | 2 years 11 months 19 days | 3 years 8 months 19 days |
Weighted Average Years, Granted | 5 years | 5 years | 5 years |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Stock Options Values using Black-Scholes Model with Key Assumptions (Details) - Equity Based Compensation Options - 4Front Holdings LLC | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-Free Interest Rate | 2.42% | 0.87% |
Expected Life (years) | 5 years | 5 years |
Expected Annualized Volatility | 71.30% | 86.20% |
Expected Dividend Yield | 0.00% | 0.00% |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | May 10, 2019 | |
Related Party Transaction [Line Items] | |||
Long term debt, Gross | $ 72,358 | ||
Pure Ratios | Online CBD Market | |||
Related Party Transaction [Line Items] | |||
Revenue from services to related party | $ 313 | ||
LI Lending, LLC | |||
Related Party Transaction [Line Items] | |||
Percentage of ownership interest held | 14.28% | ||
Long-term Line of Credit | $ 50,000 | $ 48,300 | $ 45,000 |
Debt instrument, Unamortized discount | 376 | ||
Long term debt, Gross | 49,027 | ||
Debt instrument interest accrued | 1,891 | ||
Outstanding debt amount | $ 49,027 | ||
Interest Rate | 10.25% | ||
Line of Credit Facility, exit fee | $ 9,000 | ||
LI Lending, LLC | Maha Consulting LLC | |||
Related Party Transaction [Line Items] | |||
Long-term Line of Credit | $ 54,000 |
Contingencies - Summary of Fair
Contingencies - Summary of Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Long-term portion | $ 2,393 | $ 2,393 |
Om of Medicine | ||
Loss Contingencies [Line Items] | ||
Balance | 2,393 | $ 2,393 |
Long-term portion | $ 2,393 |
Contingencies - Additional Info
Contingencies - Additional Information (Details) - USD ($) | Jan. 26, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | |||||
Revenues | $ 26,048,000 | $ 22,970,000 | |||
Gain loss related to litigation settlement | $ 3,768,000 | ||||
Long term Contingent consideration | $ 2,393,000 | 2,393,000 | $ 2,393,000 | ||
Loss contingency damages sought value | $ 19,000,000 | ||||
Loss Contingency Benefit Value | $ 129,000,000 | ||||
Om of Medicine | |||||
Loss Contingencies [Line Items] | |||||
Long term Contingent consideration | 2,393,000 | ||||
Om of Medicine | Revenue Milestone One | Minimum | |||||
Loss Contingencies [Line Items] | |||||
Revenues | $ 3,400,000 | ||||
Om of Medicine | Revenue Milestone Two | Minimum | |||||
Loss Contingencies [Line Items] | |||||
Revenues | 3,500,000 | ||||
Om of Medicine | Revenue Milestone Two | Maximum | |||||
Loss Contingencies [Line Items] | |||||
Business combination contingent consideration payable | $ 6,900,000 |
Financial instruments and fin_3
Financial instruments and financial risk management - Schedule of Fair Value Measurements With in the Fair Value Hierarchy of The Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Derivative liability | $ 2,202 | $ 3,502 |
Total liabilities | 2,202 | 3,502 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Derivative liability | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Derivative liability | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative liability | 2,202 | 3,502 |
Total liabilities | $ 2,202 | $ 3,502 |
Financial Instruments and Fin_4
Financial Instruments and Financial Risk Management - Summary of Changes in Fair Value of the Derivative Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Liability [Abstract] | ||
Balance, beginning of period | $ 3,502 | $ 5,807 |
(Gain) loss on fair value of derivative liability | (1,300) | 2,532 |
Balance, end of period | $ 2,202 | $ 8,339 |
Financial Instruments and Fin_5
Financial Instruments and Financial Risk Management - Additional information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2022CAD ($) | |
Investments, All Other Investments [Abstract] | ||||
Fair value, assets, level 1 to level 2 transfers, amount | $ 0 | $ 0 | ||
Fair value, assets, level 2 to level 1 transfers, amount | 0 | 0 | ||
Fair value, liabilities, level 1 to level 2 transfers, amount | 0 | 0 | ||
Fair value, liabilities, level 2 to level 1 transfers, amount | 0 | 0 | ||
Fair value, equity, level 1 to level 2 transfers, amount | 0 | 0 | ||
Fair value, equity, level to level 1 transfers, amount | 0 | 0 | ||
Fair value, transfers into (out of) level 3 | 0 | 0 | ||
Federally insured limits exceeded amount | $ 10,866,000 | |||
Cash held with bank accounts | 29,000 | |||
Maximum credit exposure | $ 14,725,000 | $ 12,722,000 | ||
Due from banks | $ 29 |
Financial instruments and fin_6
Financial instruments and financial risk management - Schedule of Gross Contractual Obligations (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Financial Instruments [Line Items] | |
Less than 1 year | $ 18,091 |
1 to 3 years | 84,873 |
3 to 5 years | |
Total | 102,964 |
Accounts Payable and Accrued Liabilities [Member] | |
Financial Instruments [Line Items] | |
Less than 1 year | 12,706 |
1 to 3 years | 1,200 |
3 to 5 years | |
Total | 13,906 |
Convertible Notes Notes Payable And Accrued Interest [Member] | |
Financial Instruments [Line Items] | |
Less than 1 year | 5,385 |
1 to 3 years | 65,280 |
Total | 70,665 |
Contingent Consideration Payable [Member] | |
Financial Instruments [Line Items] | |
1 to 3 years | 2,393 |
3 to 5 years | |
Total | 2,393 |
Construction finance liability [Member] | |
Financial Instruments [Line Items] | |
Less than 1 year | 0 |
1 to 3 years | 16,000 |
Total | $ 16,000 |
Segment Information - Summary o
Segment Information - Summary of Revenues By Type (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total Net Revenues | $ 26,048 | $ 22,970 | |
Total Depreciation and Amortization | 847 | 774 | |
Total Net Loss | 5,899 | 11,089 | |
Total Assets | 290,689 | $ 255,539 | |
THC Cannabis | |||
Segment Reporting Information [Line Items] | |||
Total Net Revenues | 25,783 | 22,148 | |
Total Depreciation and Amortization | 847 | 756 | |
Total Net Loss | 256 | 2,838 | |
Total Assets | 286,461 | 238,933 | |
CBD Wellness | |||
Segment Reporting Information [Line Items] | |||
Total Net Revenues | 265 | 822 | |
Total Depreciation and Amortization | 0 | 16 | |
Total Net Loss | (15) | 3 | |
Total Assets | 725 | 805 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Total Net Revenues | |||
Total Depreciation and Amortization | |||
Total Net Loss | 5,658 | $ 8,247 | |
Total Assets | $ 3,503 | $ 15,801 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)Segment | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Segment Information [Line Items] | |||
Number of reportable segments | Segment | 2 | ||
Goodwill | $ 33,404 | $ 23,155 | $ 23,155 |
Intangible assets, net | 43,616 | 26,246 | |
THC Cannabis | |||
Segment Information [Line Items] | |||
Goodwill | 33,404 | 23,155 | |
Intangible assets, net | 43,616 | 26,246 | |
CBD Wellness | |||
Segment Information [Line Items] | |||
Goodwill | 0 | 0 | |
Intangible assets, net | $ 0 | $ 0 |
Supplementary Cash Flow Infor_3
Supplementary Cash Flow Information - Summary of Changes in Non-Cash Working Capital (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Changes in operating assets and liabilities | ||
Accounts receivable and other receivables | $ (2,309) | $ 100 |
Inventory | (3,823) | (934) |
Prepaid expenses | 153 | (830) |
Deposits | 257 | (460) |
Accounts payable and accrued liabilities | 778 | 1,393 |
Taxes payable | 3,651 | 1,806 |
Equity attributable to 4Front Ventures Corp. | $ (1,293) | $ 1,075 |
Supplementary Cash Flow Infor_4
Supplementary Cash Flow Information - Summary of non-cash investing and financing activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | ||
Exchange of convertible debt to equity | $ 3,122 | $ 0 |
Change in right-of-use assets and lease liabilities | 77 | 0 |
Issuance of equity for NECC pursuant to acquisition | 17,689 | 0 |
Property, plant, and equipment acquired through NECC acquisition | 15,238 | 0 |
Issuance of notes payable in through NECC acquisition | 2,000 | 0 |
Inventory acquired through NECC acquisition | $ 2,000 | $ 0 |
Supplementary Cash Flow Infor_5
Supplementary Cash Flow Information - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 1,569 | $ 818 |
Cash paid for income taxes | $ 1,110 | $ 224 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense and Effective Tax Rates (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net loss before income taxes | $ (2,456) | $ (8,431) |
Income tax expense | $ (3,438) | $ (2,653) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Federal Statute of Limitation | |
Income Taxes [Line Items] | |
Open tax year | 2018 |
State Income Tax Returns | |
Income Taxes [Line Items] | |
Open tax year | 2017 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 25, 2022 | Jan. 28, 2022 |
New England Cannabis Corporation (NECC) | Subordinate Voting Shares | ||
Subsequent Event [Line Items] | ||
Business acquisition, number of shares issued | shares | 28,571,428 | |
New England Cannabis Corporation (NECC) | Merger Agreement [Member] | Subordinate Voting Shares | ||
Subsequent Event [Line Items] | ||
Short term debt fixed interest rate percentage | 6.00% | |
Subsequent Event | Merger Agreement [Member] | Letter of Credit [Member] | ||
Subsequent Event [Line Items] | ||
Line of credit | $ 1,000,000 | |
Subsequent Event | Merger Agreement [Member] | Subordinate Voting Shares | ||
Subsequent Event [Line Items] | ||
Promissory notes aggregate principal amount | $ 6,500,000 | |
Subsequent Event | New England Cannabis Corporation (NECC) | Merger Agreement [Member] | Subordinate Voting Shares | ||
Subsequent Event [Line Items] | ||
Business acquisition, number of shares issued | shares | 8,783,716 | |
Debt instrument, maturity date | 54 months | |
Warrants to purchase | $ 2,999,975 | |
Warrants purchase price per share | $ 1 |