Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 12, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-56468 | ||
Entity Registrant Name | JUSHI HOLDINGS INC. | ||
Entity Incorporation, State or Country Code | A1 | ||
Entity Tax Identification Number | 98-1547061 | ||
Entity Address, Address Line One | 301 Yamato Road | ||
Entity Address, Address Line Two | Suite 3250 | ||
Entity Address, City or Town | Boca Raton | ||
Entity Address, State or Province | FL | ||
City Area Code | 561 | ||
Local Phone Number | 617-9100 | ||
Entity Address, Postal Zip Code | 33431 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 253.9 | ||
Entity Common Stock, Shares Outstanding | 196,633,371 | ||
Documents Incorporated by Reference | Part III incorporates certain information by reference from the definitive proxy statement to be filed by the registrant in connection with the 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”). The 2023 Proxy Statement will be filed by the registrant with the Securities and Exchange Commission not later than 120 days after December 31, 2022 , the end of the registrant’s fiscal year. | ||
Entity Central Index Key | 0001909747 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | Marcum LLP |
Auditor Firm ID | 688 |
Auditor Location | Chicago, Illinois |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 26,196 | $ 94,962 |
Accounts receivable, net | 4,809 | 3,200 |
Inventories, net | 35,089 | 43,319 |
Prepaid expenses and other current assets | 3,957 | 12,875 |
Total current assets | 70,051 | 154,356 |
NON-CURRENT ASSETS: | ||
Property, plant and equipment, net | 177,755 | 137,280 |
Right-of use assets - finance leases | 114,021 | 94,008 |
Other intangible assets, net | 100,082 | 192,466 |
Goodwill | 38,239 | 45,828 |
Other non-current assets | 28,243 | 27,586 |
Restricted cash | 950 | 525 |
Total non-current assets | 459,290 | 497,693 |
Total assets | 529,341 | 652,049 |
CURRENT LIABILITIES: | ||
Accounts payable | 21,313 | 10,539 |
Accrued expenses and other current liabilities | 46,329 | 47,972 |
Income tax payable | 19,921 | 6,614 |
Debt, net - current portion (including related party principal amounts of $3,189 and $3,384 as of December 31, 2022 and 2021, respectively) | 8,704 | 6,181 |
Finance lease obligations - current | 11,361 | 12,620 |
Total current liabilities | 107,628 | 83,926 |
NON-CURRENT LIABILITIES: | ||
Debt, net - non-current (including related party principal amounts of $17,491 and $1,194 as of December 31, 2022 and 2021, respectively) | 180,558 | 119,798 |
Finance lease obligations - non-current | 102,375 | 88,297 |
Derivative liabilities | 14,134 | 92,435 |
Income tax liabilities - non-current | 57,200 | 60,051 |
Other liabilities - non-current | 21,555 | 26,559 |
Total non-current liabilities | 375,822 | 387,140 |
Total liabilities | 483,450 | 471,066 |
COMMITMENTS AND CONTINGENCIES (Note 22) | ||
EQUITY: | ||
Common stock, no par value; authorized shares - unlimited; issued and outstanding shares - 196,686,372 and 182,707,359 Subordinate Voting Shares as of December 31, 2022 and 2021, respectively | 0 | 0 |
Paid-in capital | 492,020 | 424,788 |
Accumulated deficit | (444,742) | (242,418) |
Total Jushi shareholders' equity | 47,278 | 182,370 |
Non-controlling interests | (1,387) | (1,387) |
Total equity | 45,891 | 180,983 |
Total liabilities and equity | $ 529,341 | $ 652,049 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt, net - current portion | $ 3,189 | $ 3,384 |
Non-current debt, net | $ 17,491 | $ 1,194 |
Subordinate Voting Shares | ||
Common stock, issued (in shares) | 196,686,372 | 182,707,359 |
Common stock, outstanding (in shares) | 196,686,372 | 182,707,359 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
REVENUE, NET | $ 284,284 | $ 209,292 | $ 80,772 |
COST OF GOODS SOLD | (188,806) | (125,898) | (42,431) |
GROSS PROFIT | 95,478 | 83,394 | 38,341 |
OPERATING EXPENSES | |||
Selling, general and administrative | 156,166 | 112,815 | 54,895 |
Asset impairments | 159,645 | 6,344 | 0 |
Total operating expenses | 315,811 | 119,159 | 54,895 |
LOSS FROM OPERATIONS | (220,333) | (35,765) | (16,554) |
OTHER INCOME (EXPENSE): | |||
Interest expense, net | (45,591) | (30,610) | (15,333) |
Fair value gain (loss) on derivatives | 91,887 | 105,170 | (173,707) |
Other, net | (19,839) | 8,309 | 3,702 |
Total other income (expense), net | 26,457 | 82,869 | (185,338) |
(LOSS) INCOME BEFORE INCOME TAX | (193,876) | 47,104 | (201,892) |
Income tax expense | (8,448) | (29,625) | (10,623) |
NET (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME | (202,324) | 17,479 | (212,515) |
NET (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME | (202,324) | 17,479 | (212,515) |
Less: net loss attributable to non-controlling interests | 0 | (2,772) | (1,908) |
NET (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO JUSHI SHAREHOLDERS | (202,324) | 20,251 | (210,607) |
NET (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO JUSHI SHAREHOLDERS | $ (202,324) | $ 20,251 | $ (210,607) |
(LOSS) EARNINGS PER SHARE - BASIC (in dollars per share) | $ (1.06) | $ 0.12 | $ (1.94) |
Weighted average shares outstanding - basic (in shares) | 190,021,550 | 170,292,035 | 108,485,158 |
(LOSS) EARNINGS PER SHARE - DILUTED (in dollars per share) | $ (1.44) | $ (0.42) | $ (1.94) |
Weighted average shares outstanding - diluted (in shares) | 204,235,432 | 201,610,251 | 108,485,158 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | TGS | Agape | Grover Beach | Nature’s Remedy | Apothecarium | NuLeaf | NuLeaf contingent consideration | Common Stock Super Voting Shares | Common Stock Multiple Voting Shares | Common Stock Subordinate Voting Shares | Common Stock Subordinate Voting Shares TGS | Common Stock Subordinate Voting Shares Agape | Common Stock Subordinate Voting Shares Grover Beach | Common Stock Subordinate Voting Shares Nature’s Remedy | Common Stock Subordinate Voting Shares Apothecarium | Common Stock Subordinate Voting Shares NuLeaf | Common Stock Subordinate Voting Shares NuLeaf contingent consideration | Total Jushi Shareholders' Equity | Total Jushi Shareholders' Equity TGS | Total Jushi Shareholders' Equity Agape | Total Jushi Shareholders' Equity Grover Beach | Total Jushi Shareholders' Equity Nature’s Remedy | Total Jushi Shareholders' Equity Apothecarium | Total Jushi Shareholders' Equity NuLeaf | Total Jushi Shareholders' Equity NuLeaf contingent consideration | Paid-In Capital | Paid-In Capital TGS | Paid-In Capital Agape | Paid-In Capital Grover Beach | Paid-In Capital Nature’s Remedy | Paid-In Capital Apothecarium | Paid-In Capital NuLeaf | Paid-In Capital NuLeaf contingent consideration | Accumulated Deficit | Non-Controlling Interests | Non-Controlling Interests TGS | Non-Controlling Interests Agape |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 149,000 | 4,000,000 | 91,592,638 | |||||||||||||||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 123,034 | $ 113,374 | $ 165,436 | $ (52,062) | $ 9,660 | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||
Issuance of shares and warrants for cash, net (in shares) | 11,500,000 | |||||||||||||||||||||||||||||||||||||
Issuance of shares and warrants for cash, net | 29,243 | 29,243 | 29,243 | |||||||||||||||||||||||||||||||||||
TGS Transaction (in shares) | (4,800,000) | |||||||||||||||||||||||||||||||||||||
TGS Transaction | $ (2,464) | $ (7,125) | $ (7,125) | $ 4,661 | ||||||||||||||||||||||||||||||||||
Purchase of non-controlling interests (in shares) | 3,927,911 | |||||||||||||||||||||||||||||||||||||
Purchases of non-controlling interest | (5,625) | 7,395 | 7,395 | (13,020) | ||||||||||||||||||||||||||||||||||
Non-controlling interests - Jushi Europe and other transactions | 1,994 | 1,994 | ||||||||||||||||||||||||||||||||||||
Shares issued for acquisition (in shares) | 769,231 | |||||||||||||||||||||||||||||||||||||
Shares issued for acquisition | $ 2,560 | $ 1,000 | $ 1,000 | 6,221 | $ 1,560 | |||||||||||||||||||||||||||||||||
Shares issued for restricted stock grants (in shares) | 4,548,099 | |||||||||||||||||||||||||||||||||||||
Shares issued upon exercise of warrants (in shares) | 24,456,519 | |||||||||||||||||||||||||||||||||||||
Shares issued upon exercise of warrants | 55,283 | 55,283 | 55,283 | |||||||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options (in shares) | 26,666 | |||||||||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options | 41 | 41 | 41 | |||||||||||||||||||||||||||||||||||
Share-based compensation (including related parties) | 9,592 | 9,592 | 9,592 | |||||||||||||||||||||||||||||||||||
Warrant expense | 175 | 175 | 175 | |||||||||||||||||||||||||||||||||||
Shares issued for settlements (in shares) | 375,000 | |||||||||||||||||||||||||||||||||||||
Shares issued for settlements | 1,105 | 1,105 | 1,105 | |||||||||||||||||||||||||||||||||||
Net income (loss) | (212,515) | (210,607) | (210,607) | (1,908) | ||||||||||||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 149,000 | 4,000,000 | 132,396,064 | |||||||||||||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | 2,423 | (524) | 262,145 | (262,669) | 2,947 | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||
Offerings (in shares) | 13,685,000 | |||||||||||||||||||||||||||||||||||||
Offerings | 85,660 | 85,660 | 85,660 | |||||||||||||||||||||||||||||||||||
Purchase of non-controlling interests (in shares) | 500,000 | |||||||||||||||||||||||||||||||||||||
Purchases of non-controlling interest | 0 | 1,562 | 1,562 | (1,562) | ||||||||||||||||||||||||||||||||||
Shares issued for acquisition (in shares) | 49,348 | 8,700,000 | ||||||||||||||||||||||||||||||||||||
Shares issued for acquisition | $ 368 | $ 35,670 | $ 368 | $ 35,670 | $ 368 | $ 35,670 | ||||||||||||||||||||||||||||||||
Shares issued upon conversion of debt at maturity (in shares) | (149,000) | (4,000,000) | 18,900,000 | |||||||||||||||||||||||||||||||||||
Shares issued for restricted stock grants (in shares) | 65,398 | |||||||||||||||||||||||||||||||||||||
Shares issued upon exercise of warrants (in shares) | 8,667,173 | |||||||||||||||||||||||||||||||||||||
Shares issued upon exercise of warrants | $ 24,676 | 24,676 | 24,676 | |||||||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options (in shares) | 291,664 | 216,133 | ||||||||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options | $ 171 | 171 | 171 | |||||||||||||||||||||||||||||||||||
Share-based compensation (including related parties) | 14,506 | 14,506 | 14,506 | |||||||||||||||||||||||||||||||||||
Settlement of promissory notes due from related parties (in shares) | (471,757) | |||||||||||||||||||||||||||||||||||||
Settlement of promissory notes due from related parties | 30 | 30 | 30 | |||||||||||||||||||||||||||||||||||
Net income (loss) | 17,479 | 20,251 | 20,251 | (2,772) | ||||||||||||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 0 | 0 | 182,707,359 | |||||||||||||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2021 | 180,983 | 182,370 | 424,788 | (242,418) | (1,387) | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||
Offerings (in shares) | 3,717,392 | |||||||||||||||||||||||||||||||||||||
Offerings | 13,680 | 13,680 | 13,680 | |||||||||||||||||||||||||||||||||||
Shares issued for acquisition (in shares) | 527,704 | 5,551,264 | 114,416 | |||||||||||||||||||||||||||||||||||
Shares issued for acquisition | $ 1,594 | $ 15,102 | $ 317 | $ 1,594 | $ 15,102 | $ 317 | $ 1,594 | $ 15,102 | $ 317 | |||||||||||||||||||||||||||||
Shares issued upon conversion of debt at maturity (in shares) | 910,000 | |||||||||||||||||||||||||||||||||||||
Shares issued upon conversion of debt at maturity | 2,412 | 2,412 | 2,412 | |||||||||||||||||||||||||||||||||||
Shares issued upon exercise of warrants (in shares) | 3,176,601 | |||||||||||||||||||||||||||||||||||||
Shares issued upon exercise of warrants | $ 10,578 | 10,578 | 10,578 | |||||||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options (in shares) | 324,998 | 121,976 | ||||||||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options | $ 26 | 26 | 26 | |||||||||||||||||||||||||||||||||||
Share-based compensation (including related parties) | 23,073 | 23,073 | 23,073 | |||||||||||||||||||||||||||||||||||
Shares canceled upon forfeiture of non-vested restricted stock (in shares) | (140,340) | |||||||||||||||||||||||||||||||||||||
Collection of note receivable from employee shareholder | 450 | 450 | 450 | |||||||||||||||||||||||||||||||||||
Net income (loss) | (202,324) | (202,324) | (202,324) | |||||||||||||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2022 | 0 | 0 | 196,686,372 | |||||||||||||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2022 | $ 45,891 | $ 47,278 | $ 492,020 | $ (444,742) | $ (1,387) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (202,324) | $ 17,479 | $ (212,515) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization, including amounts in cost of goods sold | 26,492 | 8,411 | 4,425 |
Share-based compensation | 23,073 | 14,506 | 9,592 |
Fair value changes in derivatives | (91,887) | (105,170) | 173,707 |
Net gains on business combinations | 0 | 0 | (10,149) |
Non-cash interest expense, including amortization of deferred financing costs | 19,437 | 17,055 | 8,205 |
Deferred income taxes and uncertain tax positions | (17,455) | 21,713 | 8,300 |
Loss on debt modification/extinguishment/redemption | 18,858 | 3,815 | 1,853 |
Asset impairments | 159,645 | 6,344 | 170 |
Inventory charge | 9,418 | 0 | 0 |
Other non-cash items, net | 2,061 | (1,297) | 3,570 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (1,594) | (1,872) | (61) |
Accounts payable, accrued expenses and other current liabilities | 24,106 | 21,558 | 7,842 |
Inventory | 5,396 | (12,945) | (4,254) |
Prepaid expenses and other current assets | 1,627 | (7,502) | (1,724) |
Other assets | 1,731 | 3,601 | (1,325) |
Net cash flows used in operating activities | (21,416) | (14,304) | (12,364) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Payments for acquisitions, net of cash acquired | (20,978) | (47,308) | (28,564) |
Payments for property, plant and equipment | (56,881) | (75,296) | (22,780) |
Proceeds from investments and financial asset | 0 | 9,149 | 18,597 |
Other investing activities | (3,000) | 0 | (13,053) |
Net cash flows used in investing activities | (80,859) | (113,455) | (45,800) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of shares, net | 13,680 | 85,660 | 29,243 |
Proceeds from exercise of warrants and options | 1,203 | 17,128 | 46,587 |
Proceeds from acquisition facility | 25,000 | 40,000 | 0 |
Proceeds from issuance of second lien notes and related warrants in 2022 and senior notes and related warrants in 2020 | 31,594 | 0 | 51,861 |
Redemptions of senior notes (including related party redemptions of $8 and $3,072 for the year ended December 31, 2022 and 2021, respectively | (33,726) | (8,134) | 0 |
Payments of acquisition promissory notes | 0 | (1,620) | (24,003) |
Payments of finance leases, net of tenant allowance of $10,633, $19,046 and $200 for the year ended December 31, 2022, 2021 and 2020, respectively | (8,775) | (1,163) | (1,848) |
Proceeds from other debt | 2,800 | 7,910 | 3,529 |
Repayments of other debt | (148) | (417) | 0 |
Payments of loan financing costs | (2,437) | (1,701) | 0 |
Proceeds from other financing activities | 6,030 | 0 | 0 |
Payments of other financing activities, net | (1,238) | 0 | (237) |
Net cash flows provided by financing activities | 33,983 | 137,663 | 105,132 |
Effect of currency translation on cash and cash equivalents | (49) | (274) | (47) |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (68,341) | 9,630 | 46,921 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR | 95,487 | 85,857 | 38,936 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR | 27,146 | 95,487 | 85,857 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid for interest (excluding capitalized interest) | 27,706 | 13,798 | 7,359 |
Cash paid for income taxes | 11,668 | 7,066 | 1,336 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Capital expenditures | 7,921 | 17,599 | 2,177 |
Right of use assets from finance lease liabilities (excluding from acquisitions), net of tenant allowance receivable of $0, $7,357 and $805 for the year ended December 31, 2022, 2021 and 2020, respectively | 4,811 | 51,200 | 15,287 |
Debt and equity issued for services received | $ 702 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | |||
Redemptions of senior notes, related party redemptions | $ 8 | $ 3,072 | |
Finance leases, tenant allowance | 10,633 | 19,046 | $ 200 |
Right of use assets from finance lease liabilities, tenant allowance receivable | $ 0 | $ 7,357 | $ 805 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Jushi Holdings Inc. (the “Company” or “Jushi”) is incorporated under the British Columbia’s Business Corporations Act. The Company is a vertically integrated, multi-state cannabis operator engaged in retail, distribution, cultivation, and processing operations in both medical and adult-use markets. As of December 31, 2022, Jushi, through its subsidiaries, owns or manages cannabis operations and/or holds licenses in the adult-use and/or medicinal cannabis marketplace in Illinois, Pennsylvania, Virginia, Massachusetts, Nevada, California and Ohio. The Company’s head office is located at 301 Yamato Road, Suite 3250, Boca Raton, Florida 33431, United States of America, and its registered address is Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia V6C 2X8, Canada. The Company is listed on the Canadian Securities Exchange (“CSE”) and trades its subordinate voting shares (“SVS”) under the ticker symbol “JUSH", and trades on the United States Over the Counter Stock Market (“OTCQX”) under the symbol “JUSHF”. The Company’s Registration Statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (“SEC”) on July 22, 2022, as amended on August 8, 2022, was declared effective by the SEC on August 12, 2022 (the “S-1”). |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying consolidated financial statements present the consolidated financial position and operations of Jushi Holdings Inc. and its subsidiaries and entities over which the Company has control, in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The accounts of the subsidiaries are prepared for the same reporting period using consistent accounting policies. Intercompany balances and transactions are eliminated in consolidation. Going Concern and Liquidity As reflected in these consolidated financial statements, the Company has incurred a loss from operations of $220,333, including non-cash asset impairment charges of $159,645, and used net cash of $21,416 for operating activities for the year ended December 31, 2022, and as of that date, the Company’s current liabilities exceeded its current assets by $37,577. Since inception, management has focused on building a diverse portfolio of assets in attractive markets to vertically integrate its business. As such, the Company has incurred losses as it continues to expand. Management has put in place plans to increase the profitability of the business in fiscal year 2023 and beyond. In order to achieve profitable future operations, management begun to commercialize production from its recently expanded grower-processing facilities in Pennsylvania and Virginia, as well as implemented a cost-savings and efficiency optimization plan which includes, among others, reduction in labor and packaging costs as well as operating efficiencies at the Company’s retail and grower-processing facilities. As a result of the above, substantial doubt exists about the Company’s ability to continue as a going concern within the next twelve months from the date these financial statements are issued. Management intends to fund the Company’s operations, capital expenditures and debt service with existing cash and cash equivalents on hand, cash generated from operations and, as needed, future financing (equity and/or debt) as well as the potential sales of non-core assets. The ability to continue as a going concern is dependent upon profitable future operations and positive cash flows from operations as well as future financing and/or sales of assets if necessary. There is no assurance that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. Additionally, the Acquisition Facility, as more further described in Note 12 - Debt, contains certain financial and other covenants with which the Company is required to comply. The required financial covenants related to minimum (i) unrestricted cash and cash equivalents balance requirement and (ii) minimum quarterly revenue requirement. Subsequent to year end December 31, 2022, on February 24, 2023 and February 27, 2023, the Company was non-compliant with an affirmative covenant relating to a minimum cash deposit requirement in a specified bank account. The Company also anticipated not being able to provide a certification to the lender in connection with its annual financial statements that the audit report did not contain a going concern qualification. The Company received waivers for these two instances on April 17, 2023. The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. Correction of Errors in Previously Issued Financial Statements In November 2022, the Company identified an error in the appraised value of the business licenses acquired in connection with the acquisition of Nature’s Remedy in September 2021, which was used in the purchase price allocation (Refer to Note 7 - Acquisitions for additional information). The appraised value of the business licenses was determined with the assistance of a third-party valuation firm, which used an incorrect input in the valuation model As Previously Reported As Revised Other intangible assets, net $ 182,466 $ 192,466 Goodwill $ 52,920 $ 45,828 Total non-current assets $ 494,785 $ 497,693 Total assets $ 649,141 $ 652,049 Income tax liabilities - non-current $ 57,143 $ 60,051 Total non-current liabilities $ 384,232 $ 387,140 Total liabilities $ 468,158 $ 471,066 Total liabilities and equity $ 649,141 $ 652,049 Summary of Significant Accounting Policies Functional and Reporting Currency The functional currency of the Company and its subsidiaries, as determined by management, is the U.S. dollar. The Company’s reporting currency is the U.S. Dollar. These consolidated financial statements are presented in thousands of U.S. dollars unless otherwise noted. Transactions in foreign currencies are recorded at a rate of exchange approximating the prevailing rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the statement of financial position date are translated into the functional currency at the foreign exchange rate in effect at that date. Realized and unrealized exchange gains and losses are recognized through profit and loss. Use of Estimates The preparation of these consolidated financial statements and accompanying notes requires us to make estimates and assumptions that affect amounts reported. Estimates are used to account for certain items such as the valuation of inventories, including stage of growth of cannabis plants, the likelihood the plants will grow to full maturity, and the estimated yields from harvest and conversion to finished goods; the assessment of business combinations and asset acquisitions and the fair values of the assets and liabilities acquired; the fair value of purchase consideration and contingent consideration; the useful lives of definite lived intangible assets and property and equipment; share-based compensation, leases, income tax provision and uncertain tax positions, the collectability of receivables and other items requiring judgment. Estimates are based on historical information and other assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ materially. Cash and Cash Equivalents and Restricted Cash The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions and cash held at retail locations. Cash and cash held in money market investments are carried at fair value. When the use of a cash balance is subject to regulatory or contractual restrictions and therefore not available for general use by the Company, the Company classifies the cash as restricted cash. The Company maintains cash with various U.S. financial institutions with balances in excess of the Federal Deposit Insurance Corporation limits. The failure of a financial institution where the Company has significant deposits could result in a loss of a portion of such cash balances in excess of the insured limit, which could materially and adversely affect the Company’s business, financial condition and results of operations. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: As of December 31, 2022 2021 2020 Cash and cash equivalents $ 26,196 $ 94,962 $ 85,857 Restricted cash 950 525 — Cash, cash equivalents and restricted cash $ 27,146 $ 95,487 $ 85,857 Accounts Receivable and Expected Credit Losses Accounts receivable are recorded at the invoiced amount and do not bear interest. Expected credit losses (or “allowance”) reflects the Company’s estimate of amounts in its existing accounts receivable that may not be collected due to customer claims or customer inability or unwillingness to pay. Collectability of accounts receivable is reviewed on an ongoing basis. Expected credit losses are determined based on a combination of factors, including the Company’s risk assessment regarding the specific exposures, credit worthiness of its customers, historical collection experience and length of time the receivables are past due. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. The Company’s charges to provision for credit losses and write-off of uncollectible receivables during each financial periods presented in the consolidated statements of operations and comprehensive income (loss) and its related allowance at each respective balance sheet date were not material given that a significant majority of the Company’s sales were collected in cash at the point of sale. Inventories Inventories are comprised of raw materials, work in process, finished goods and packaging materials. Inventories primarily consist of cannabis plants, dried cannabis, cannabis trim, and cannabis derivatives such as oils and edible products, and accessories. Inventories are initially recorded at cost and subsequently at the lower of cost or net realizable value. Costs incurred during the growing and production processes are capitalized as incurred, as adjusted for estimated normal capacity and expected yields when incurred. These costs include direct materials, labor and manufacturing overhead used in the growing and production processes. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs to complete and sell. Cost is primarily determined on an average cost basis. The Company also reviews inventory for obsolete and slow-moving goods and writes down inventory to net realizable value. Property, Plant and Equipment Property, plant, and equipment (“PP&E”) are measured at cost less accumulated depreciation, and impairment losses, if applicable. Purchased property and equipment are initially recorded at cost, or, if acquired in a business combination, at the acquisition date fair value. Finance lease right-of-use assets are recognized at inception based on the present value of minimum future lease payments. Depreciation is recognized on a straight-line basis over the following periods: Buildings and building components 7 - 30 years Leasehold improvements The lesser of the term of the lease or the estimated useful life of the asset: 1 - 28 years Machinery and equipment 1 - 10 years Furniture, fixtures and office equipment (including computer) 2 - 7 years Finance lease ROU assets - buildings 14 - 28 years Finance lease ROU assets - machinery and equipment 3 - 5 years Land has an unlimited useful life and is, therefore, not depreciated. An asset’s residual value, useful life and depreciation method are reviewed annually and adjusted prospectively if necessary. Construction-in-process (“CIP”) represents assets under construction and is measured at cost, including borrowing costs incurred during the construction of qualifying assets. When construction on a property is complete and available for use, the cost of construction which has been included in CIP will be reclassified to buildings and improvements, leasehold improvements or furniture and fixtures, as appropriate, and depreciated. Impairment of Long-Lived Assets Property and equipment, as well as right-of-use assets and definite lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require these long-lived assets to be tested for possible impairment and the Company’s analysis indicates that a possible impairment exists based on an estimate of undiscounted future cash flows, the Company is required to estimate the fair value of the asset. An impairment charge is recorded for the excess of the asset’s or asset group’s carrying value over its fair value, if any. Asset groups have identifiable cash flows and are largely independent of other asset groups. The Company assesses the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including recent third-party comparable sales and discounted cash flow models. The Company’s impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, and other assumptions. Business Combinations Acquisitions are assessed under ASC 805 Business Combinations, and judgement is required to determine whether a transaction qualifies as an asset acquisition or business combination. The Company includes in these financial statements the results of operations of the businesses acquired from the acquisition date. Acquisition-related expenses are recognized separately from a business combination and are expensed as incurred. The Company allocates the purchase price of the business combination to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. To the extent the fair value of the net assets acquired, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized in the statement of operations and comprehensive income (loss). Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. No goodwill is recognized in an asset acquisition. Variable Interest Entities The Company determines at the inception of each arrangement whether an entity in which the Company has made an investment or in which it has other variable interests is considered a variable interest entity (“VIE”). The Company consolidates VIEs when it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has the power to direct activities that most significantly affect the economic performance of the VIE and has the obligation to absorb the majority of their losses or benefits. If the Company is not the primary beneficiary in a VIE, the VIE will be accounted for in accordance with other applicable accounting guidance. Periodically, the Company assesses whether any changes in the Company’s interest or relationship with the entity affect the determination of whether the entity is a VIE and, if so, whether the Company is the primary beneficiary. Intangible Assets Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. The estimated useful lives, residual values and amortization methods are reviewed annually, and any changes in estimates are accounted for prospectively. Finite lived intangible assets are amortized using the straight-line method over their estimated useful lives. Goodwill and Indefinite Lived Intangibles In accordance with ASC 350 Intangibles - Goodwill and Other, the Company reviews goodwill and indefinite lived intangibles for impairment at the reporting unit level annually, or, when events or circumstances dictate, more frequently. At the time of a business combination, goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. The Company first performs a qualitative assessment to determine if it is more-likely-than-not that the reporting unit’s carrying value, which includes goodwill and intangibles, is less than its fair value, indicating a potential for impairment, and therefore requiring a quantitative assessment. If the Company determines that a quantitative impairment test is required, the Company typically uses a combination of an income approach, i.e., a discounted cash flow calculation, and a market approach, i.e., using a market multiple method, to determine the fair value of each reporting unit, and then compare the fair value to its carrying amount to determine the amount of impairment, if any. If a reporting unit’s fair value is less than its carrying amount, the Company would record an impairment charge based on that difference, up to the amount of goodwill and intangibles allocated to that reporting unit. The quantitative impairment test requires the application of a number of significant assumptions, including estimated revenue growth rates, profit margins, terminal value growth rates, market multiples, and discount rates. The projections of future cash flows used to assess the fair value of the reporting units are based on the internal operation plans reviewed by management. The market multiples are based on comparable public company multiples. The discount rates are based on the risk-free rate of interest and estimated risk premiums for the reporting units at the time the impairment analysis is prepared or such evaluation date. The Company performs its goodwill and indefinite-lived intangible assets impairment tests on an annual basis. Leases In accordance with ASC 842 Leases, the Company determines if an arrangement is a lease at inception. When a leasing arrangement is identified, a determination is made at inception as to whether the lease is an operating or a finance lease. Operating lease right-of-use (“ROU”) assets and operating lease (current and non-current) liabilities and finance lease ROU assets and finance lease (current and non-current) liabilities are recognized in the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and are expensed in the consolidated statements of operations on a straight-line basis over the lease term. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset in which the Company obtains substantially all of the economic benefits and the right to direct the use of the asset during the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, using a discount rate equivalent to the Company’s incremental borrowing rate for a term similar to the estimated duration of the lease, as the rates implicit in the Company’s leases are not readily available. Payments that are not fixed at the commencement of the lease are considered variable and are excluded from the ROU asset and lease liability calculations. For finance leases, interest expense on lease liabilities is recognized using the effective interest method, and amortization of the related ROU asset is on a straight-line basis. Refer to Property, Plant and Equipment above for the useful lives of finance lease ROU assets. Operating lease cost, which includes the interest on the lease liability and amortization of the related ROU asset, is recognized on a straight-line basis over the lease term. Topic 842 requires lessees to discount lease payments using the rate implicit in the lease if that rate is readily available in accordance with Topic 842. If that rate cannot be readily determined, the lessee is required to use its incremental borrowing rate. The Company generally uses the incremental borrowing rate when initially recording leases. Information from the lessor regarding the fair value of underlying assets and initial direct costs incurred by the lessor related to the leased assets is not available. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Topic 842 requires lessees to estimate the lease term. In determining the period which the Company has the right to use an underlying asset, management considers the non-cancellable period along with all facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. Segment The Company operates a vertically integrated cannabis business in one reportable segment for the cultivation, manufacturing, distribution and sale of cannabis in the U.S. All of the Company’s revenues were generated within the U.S., and substantially all long-lived assets are located within the U.S. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 Revenue from Contracts with Customers (“ASC 606”). ASC 606 requires revenue to be recognized when control of the promised goods or services are transferred to customers at an amount that reflects the consideration that the Company expects to receive. Application of ASC 606 requires a five-step model applicable to all product offering revenue streams as follows: (1) Identify a customer along with a corresponding contract; (2) Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; (3) Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; (4) Allocate the transaction price to the performance obligation(s) in the contract; and (5) Recognize revenue when or as the Company satisfies the performance obligation(s). Contract assets, as defined in ASC 606, include amounts that represent the right to receive payment for goods and services that have been transferred to the customer with rights conditional upon something other than the passage of time. Contract liabilities are defined in the standard to include amounts that reflect obligations to provide goods and services for which payment has been received. The Company has no contract assets or unsatisfied performance obligations as of each balance sheet date presented in its consolidated balance sheets. The Company’s contracts with customers for the sale of dried cannabis, cannabis oil and other cannabis related products may consist of multiple performance obligations. Revenue from the direct sale of cannabis to customers for a fixed price is recognized when the Company transfers control of the goods to the customer at the point of sale and the customer has paid for the goods. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. Revenue is measured based on the amount of consideration that the Company can expect to receive in exchange for those goods or services, reduced by promotional discounts and estimates for return allowances and refunds. Taxes collected from customers for remittance to governmental authorities are excluded from revenue. For some of its locations, the Company offers a loyalty reward program to its dispensary customers. A portion of the revenue generated in a sale is allocated to the loyalty points earned. The Company records a reduction in revenue and a liability based on the estimated probability of the point obligation incurred, calculated based on a standalone selling price of each point. Loyalty reward credits issued as part of a sales transaction results in revenue being deferred until the loyalty reward is redeemed by the customer. Loyalty points expire six months from award date and the Company expects outstanding loyalty points to be redeemed within six months. Costs of Goods Sold Cost of goods sold includes the costs directly attributable to revenue recognition and includes compensation and fees for services, travel and other expenses for services and costs of products and equipment. Operating Expenses Operating expenses represent costs incurred at the Company’s corporate and administrative offices, primarily related to: compensation expenses, including share-based compensation; depreciation and amortization; professional fees and legal expenses; marketing, advertising and selling costs; facility-related expenses, including rent and security; insurance; software and technology expenses; impairments; and acquisition and deal costs. Advertising and promotion costs are included as a component of operating expenses and are expensed as incurred. Share-Based Payment Arrangements The Company accounts for equity-settled share-based payments in accordance with ASC 718 Compensation – Stock Compensation, which requires the Company to recognize share-based compensation expenses related to grants of stock options, restricted stock awards (“RSAs”) and compensatory warrants to employees and non-employees based on the fair value of the share-based payments over the vesting period with a corresponding offsetting amount to paid-in capital within equity in the accompanying consolidated balance sheets. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period. No adjustment is made to any expense recognized in prior periods if vested stock options or warrant awards expire without being exercised. For share-based payments made prior to 2023, the Company recorded the share-based compensation expenses using the graded vesting basis and are included in selling, general and administrative operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss). The fair value of stock options and compensatory warrants is estimated using the Black-Scholes valuation model, which requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term. The Company accounts for forfeitures of share-based grants as they occur. If any of the assumptions used in the Black-Scholes model or the anticipated number of shares to be vested change significantly, share-based compensation expense may differ materially in the future from that recorded in the current period. The fair value of RSAs is estimated based on the Company’s stock on grant date. Income Taxes Income tax expense is the total of the cu rrent period income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. As the Company operates in the legal cannabis industry, the Company is subject to the limits of Internal Revenue Code (“IRC”) Section 280E for U.S. federal income tax purposes as well as state income tax purposes for all states except for California and Colorado. Starting with the 2022 tax year, Massachusetts and New York also decoupled from IRC Section 280E. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to sales of product, i.e. the cost of producing the products or cost of production. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. In accordance with ASC 740 Income Taxes, a tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater t han 50% likely of being realized upon examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The Company is treated as a U.S. corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes, the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company (as defined in the Income Tax Act (Canada)) for Canadian income tax purposes. As a result, the Corporation is subject to taxation both in Canada and the U.S. Earnings or Loss per Share Basic earnings or loss per share is computed by dividing the net income or loss attributable to Jushi shareholders by the basic weighted average number of shares of common stock outstanding for the period. Diluted earnings or loss per share is computed by dividing the net income or loss attributable to Jushi shareholders by the sum of the weighted average number of shares of common stock outstanding for the period, and the number of additional shares of common stock that would have been outstanding if the Company’s outstanding potentially dilutive securities had been issued. Potentially dilutive securities include stock options, warrants, unvested restricted stock, convertible promissory notes, and vested restricted stock issued to employees for which a corresponding non-recourse promissory note receivable with the employee is outstanding until the notes are repaid. The dilutive effect of potentially dilutive securities is reflected in diluted earnings or loss per share by application of the treasury stock method, except if its impact is anti-dilutive. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: (i) Level 1 – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; (ii) Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by the observable market data for substantially the full term of the assets or liabilities; (iii) Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Refer to Note 23 - Financial Instruments. COVID-19 In March 2020, the World Health Organization categorized COVID-19 as a global pandemic. COVID-19 continues to spread throughout the U.S. and other countries across the world, and the duration and severity of its effects are currently unknown. At the onset of the COVID-19 pandemic, the Company implemented procedures at all operating locations to better protect the health and safety of its employees, medical patients, and customers across its network of dispensaries at the onset of the COVID-19 outbreak, and the Company continues to implement and evaluate actions to strengthen its financial position and support the continuity of its business and operations. To date, the Company’s financial condition and results of operations have not been materially impacted by COVID-19. The extent to which the COVID-19 pandemic impacts the Company’s future results will depend on future developments, which are highly uncertain and cannot be predicted with certainty, including possible future outbreaks of new strains of the virus and governmental and consumer responses to |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 3. REVENUE The Company has three revenue streams: (i) cannabis retail, (ii) cannabis wholesale and (iii) other. The Company’s retail revenues are comprised of cannabis operations for medical and adult-use dispensaries. The Company’s wholesale revenues are comprised of cannabis cultivation, processing, production and distribution of cannabis for medical and adult-use. The Company’s other operations primarily include the Company’s hemp/cannabidiol (“CBD”) retail operations. Any intercompany revenue and any costs between entities are eliminated to arrive at consolidated totals. The following table summarizes the Company’s revenue from external customers, disaggregated by revenue stream: Year Ended December 31, 2022 2021 2020 Retail cannabis $ 261,016 $ 195,085 $ 75,499 Wholesale cannabis 23,160 13,792 4,738 Other 108 415 535 Total revenue, net $ 284,284 $ 209,292 $ 80,772 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES The components of inventories, net, are as follows: As of December 31, 2022 2021 Cannabis plants $ 4,347 $ 6,347 Harvested cannabis and packaging 9,052 5,180 Total raw materials $ 13,399 $ 11,527 Work in process 7,845 8,756 Finished goods 13,845 23,036 Total inventories, net $ 35,089 $ 43,319 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS The components of prepaid expenses and other current assets are as follows: As of December 31, 2022 2021 Prepaid expenses and deposits $ 3,409 $ 3,837 Landlord receivables for reimbursement of certain expenditures — 7,357 Other current assets 548 1,681 Total prepaid expenses and other current assets $ 3,957 $ 12,875 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 6. PROPERTY, PLANT AND EQUIPMENT The components of property, plant and equipment (“PPE”) are as follows: As of December 31, 2022 2021 Buildings and building components $ 80,697 $ 49,697 Land 14,085 12,380 Leasehold improvements 43,472 24,042 Machinery and equipment 27,615 12,656 Furniture, fixtures and office equipment (including computer) 16,126 10,221 Construction-in-process 20,086 35,625 Total property, plant and equipment - gross $ 202,081 $ 144,621 Less: Accumulated depreciation (24,326) (7,341) Total property, plant and equipment - net $ 177,755 $ 137,280 Construction-in-process represents assets under construction for manufacturing and retail build-outs not yet ready for use. Total depreciation, including depreciation from assets held under finance leases (which are reflected separately in the consolidated balance sheets), was $23,898, $8,808 and $2,293 for the years ended December 31, 2022, 2021 and 2020 , respectively. Interest expense capitalized to PPE totaled $2,616, $977 and $1,074 for the years ended December 31, 2022, 2021 and 2020, respectively. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 7. ACQUISITIONS 2022 Business Combinations The Company had the following acquisitions during the year ended December 31, 2022: (i) Apothecarium; and (ii) NuLeaf (each as defined below). The following table summarizes the preliminary purchase price allocatio ns as of their respective acquisition dates: NuLeaf Apothecarium Total Assets Acquired: Cash and cash equivalents $ 618 $ 25 $ 643 Prepaids and other assets 278 32 310 Accounts receivable, net 39 — 39 Inventory 5,334 699 6,033 Indemnification assets (1) 5,734 — 5,734 Property, plant and equipment 11,880 498 12,378 Right-of-use assets - finance lease 4,598 2,333 6,931 Right-of-use assets - operating lease 1,067 — 1,067 Intangible assets (2) 14,097 8,600 22,697 Deposits 110 301 411 Total assets acquired $ 43,755 $ 12,488 $ 56,243 Liabilities Assumed: Accounts payable and accrued liabilities $ 584 $ 497 $ 1,081 Finance lease obligations 5,054 2,323 7,377 Operating lease obligations 1,067 — 1,067 Deferred tax liabilities 5,518 2,283 7,801 Uncertain tax positions 5,734 — 5,734 Total liabilities assumed $ 17,957 $ 5,103 $ 23,060 Net assets acquired $ 25,798 $ 7,385 $ 33,183 Goodwill (3) 24,474 7,834 32,308 Total $ 50,272 $ 15,219 $ 65,491 Consideration: Consideration paid in cash, net of working capital adjustments $ 14,918 $ 6,703 $ 21,621 Consideration payable in cash (customary hold back liability) 932 — 932 Consideration paid in promissory notes (fair value) 12,860 6,922 19,782 Consideration paid in shares 13,573 1,594 15,167 Contingent consideration 7,989 — 7,989 Fair value of consideration $ 50,272 $ 15,219 $ 65,491 (1) As part of the NuLeaf acquisition agreement, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $5,734 as of the date of the acquisition. Subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition (2) Included licenses acquired of $10,400 and $8,600 for NuLeaf and Apothecarium, respectively, which have indefinite useful lives. The estimated fair values of the licenses were determined using the multi-period excess earnings method under the income approach based on projections extended to 2036. (3) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. NuLeaf In April 2022, the Company closed on the acquisition of 100% of NuLeaf Inc., NuLeaf CLV Inc. and their subsidiaries (collectively, “NuLeaf”). NuLeaf is a vertically integrated operator in Nevada, which operates two retail dispensaries in Las Vegas, Nevada, one retail dispensary in Las Vegas Boulevard, Nevada, a 27,000 sq. ft. cultivation facility in Sparks, Nevada, and a 13,000 sq. ft. processing facility in Reno, Nevada. The Company paid consideration comprised of $14,918 in cash, net of working capital adjustments, 4,662,384 SVS (with an acquisition date fair value of $2.91 per SVS), and an unsecured five-year note with a face value of $15,750 (fair value of $12,860). Additionally, cash consideration of $932 was subjected to customary holdbacks at closing. The Company was required to pay an additional $10,000 ($3,000 in cash, $3,000 as an addition to the five-year note and the balance in shares) contingent on the opening of a third retail dispensary. In June 2022, the Company opened the third retail dispensary, and in July 2022, the Company paid $3,000 in cash (included in other investing activities in the consolidated statements of cash flows for the year ended December 31, 2022), amended the five-year note for an additional face value of $3,000 (fair value of $2,657), and issued 888,880 SVS (aggregate value of $1,529) to settle the contingent consideration liability. Refer to Note 12 - Debt for details on the seller notes. Apothecarium In March 2022, the Company closed on the acquisition of 100% of the equity interest of an entity operating an adult-use and medical retail dispensary under the name, “The Apothecarium” in Las Vegas, Nevada (“Apothecarium”), for consideration comprised of $6,703 in cash, net of working capital adjustments, 527,704 SVS (with a grant date fair value of $3.02 per SVS), and an unsecured five-year note with a face value of $9,853 (fair value of $6,922). Refer to Note 12 - Debt for details on the seller notes. The Apothecarium acquisition, together with the prior acquisition of Franklin Bioscience NV, LLC, a holder of medical and adult-use cannabis cultivation, processing, and distribution licenses, enabled the Company to become vertically integrated in Nevada, as well as provide significant branding exposure for Jushi’s high-quality product lines. Preliminary Purchase Price Allocations for 2022 Business Combinations The consideration has been allocated to the estimated fair values of the assets acquired and liabilities assumed at the dates of the acquisitions and remain preliminary as of December 31, 2022. These estimated fair values involve significant judgement and estimates. The primary area of judgement involves the valuation of the business licenses acquired, which requires management to estimate value based on future cash flows from these assets. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to: licenses acquired, inventories, property, plant and equipment, leases, contingent consideration, promissory notes, deferred tax liabilities, and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired at the acquisition date during the measurement period. 2021 Business Combinations and Asset Acquisitions The Company had the following acquisitions during the year ended December 31, 2021: (i) Nature’s Remedy; (ii) OSD; (iii) OhiGrow; and (iv) Grover Beach (each as defined below). The following table summarizes the purchase price allocatio ns as of their respective acquisition dates: Business Combinations Asset Acquisitions Nature’s Remedy OSD OhiGrow Grover Beach Total Assets Acquired: Cash and cash equivalents $ 3,195 $ 259 $ — $ — $ 3,454 Prepaids 325 53 — — 378 Accounts receivable, net 263 — — — 263 Inventory 15,882 184 — — 16,066 Indemnification assets (1) 1,322 1,411 — — 2,733 Property, plant and equipment 19,470 — 3,165 269 22,904 Right-of-use assets - finance leases 27,305 — — 2,050 29,355 Right-of-use assets - operating leases 1,337 1,859 — — 3,196 Intangible assets - license (2)(4) 56,000 2,160 1,817 3,654 63,631 Intangible assets - tradenames (2) 4,400 — — — 4,400 Intangible assets - customer database (2) 2,100 — — — 2,100 Deposits 20 6 — 19 45 Total assets acquired (4) $ 131,619 $ 5,932 $ 4,982 $ 5,992 $ 148,525 Liabilities Assumed: Accounts payable and accrued liabilities $ 7,004 $ 190 $ — $ — $ 7,194 Finance lease obligations 27,052 — — 2,032 29,084 Operating lease obligations 1,267 1,859 — — 3,126 Deferred tax liabilities (4) 21,462 648 — — 22,110 Uncertain tax positions 1,322 1,411 — — 2,733 Total liabilities assumed (4) $ 58,107 $ 4,108 $ — $ 2,032 $ 64,247 Net assets acquired (3)(4) $ 73,512 $ 1,824 $ 4,982 $ 3,960 $ 84,278 Goodwill (3)(4) 26,086 2,432 — — 28,518 Total $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 Consideration: Consideration paid in cash, as adjusted for working capital adjustments $ 40,360 $ 1,827 $ 4,949 $ 3,592 $ 50,728 Consideration paid in promissory notes (fair value) 15,345 2,429 — — 17,774 Consideration paid in shares 35,670 — — 368 36,038 Contingent consideration 8,223 — — — 8,223 Capitalized costs — — 33 — 33 Fair value of consideration $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 (1) As part of the OSD and Nature’s Remedy acquisition agreements, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $2,733 as of the dates of the acquisitions. Additional subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition. (2) The licenses acquired have indefinite useful lives. The customer relationships have a useful life of 15 years and the tradenames have a useful life of 5 years. (3) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. (4) The amounts for the Nature’s Remedy and Total columns reflect the revised amounts in connection with the correction of errors disclosed under the heading “Previously Issued Financial Statement Reclassification” in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies. Specifically, intangible assets - license increased by $10,000, goodwill decreased by $7,092, and deferred tax liabilities increased by $2,908. 2021 Business Combinations Nature’s Remedy In September 2021, the Company acquired 100% of the equity of Nature’s Remedy of Massachusetts, Inc. and certain of its affiliates (collectively, “Nature’s Remedy”), for upfront consideration comprised of cash, net of working capital adjustments, 8,700,000 SVS (with a grant date fair value of $4.10 each), an $11,500 unsecured three-year note and a $5,000 unsecured five-year note. Nature’s Remedy is a vertically integrated single state operator in Massachusetts and currently operates two retail dispensaries, in Millbury, Massachusetts and Tyngsborough, Massachusetts, and a 50,000 sq. ft. cultivation and production facility in Lakeville, Massachusetts. The goodwill is not tax deductible. The Company also agreed to issue a $5,000 increase to the principal balance of the three-year note and up to an additional $5,000 in Company SVS upon the occurrence or non-occurrence of certain events after the closing date. The payment of the contingent consideration depends on whether or not a competitor opens a competing dispensary within a certain radius of the Company’s dispensary in the Town of Tyngsborough, Massachusetts during the first 12 months following the acquisition (The “First Milestone Period”) or during the 18 months following the end of the First Milestone Period. As of the date of acquisition, the Company recognized a contingent consideration liability of $8,223, a Level 3 measurement amount, which was based on the weighted-average probability of the potential outcomes. The estimated range of such additional consideration is between $0 and $10,800 (which also includes the interest on the additional principal for the three-year note). Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred for the business combination. Contingent consideration that is classified as a liability is remeasured at subsequent reporting dates with the corresponding gain or loss being recognized in Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). In September 2022, the First Milestone Period was achieved, and therefore the three-year note was amended for an additional face value of $5,000 (discounted value of $4,708) to partially settle the contingent consideration liability. As of December 31, 2022, the remaining contingent consideration liability of $4,793 relates to the 18 months following the end of the First Milestone Period. The Company utilized the cash flows associated with the weighted-average probability of the potential outcomes to determine the potential cash outflows that are short-term vs. long-term. As a result, as of December 31, 2022, the Company classified $3,398 as a short-term contingent consideration liability and $1,395 as a long-term contingent consideration liability. OSD In April 2021, the Company acquired 100% of the equity of Organic Solutions of the Desert, LLC (“OSD”), an operating dispensary located in Palm Springs, California, for consideration comprised of cash, as adjusted for working capital adjustments, and $3,100 principal amount of promissory notes. The goodwill is not tax deductible. 2021 Asset Acquisitions The Company determined that the OhiGrow and Grover Beach (each as defined below) acquisitions described below did not qualify as business combinations because, for OhiGrow, the assets acquired did not constitute a business, and for Grover Beach, under the concentration test, substantially all of the fair value of the acquisition is concentrated in a single identifiable asset – the license. OhiGrow In July 2021, the Company acquired OhiGrow, LLC, a licensed cultivator in Ohio, and Ohio Green Grow LLC (collectively, “OhiGrow”), inclusive of an approximately 10,000 sq. ft. facility and 1.35 acres of land for $4,949 in cash. Grover Beach In March 2021, the Company closed on the acquisition of approximately 78% of the equity of a retail license holder located in Grover Beach, California (“Grover Beach”) for $3,592 in cash, as adjusted for working capital adjustments, and 49,348 SVS at a fair value of $7.46 per share, with the rights to acquire the remaining equity for one dollar in the future. In September 2022, the Company exercised its rights to acquire the remaining 22%. 2020 Business Combinations and Asset Acquisitions The Company had the following acquisitions during the year ended December 31, 2020: (i) PAMS; (ii) PADS; (iii) BHILH; (iv) GSG Santa Barbara; and (v) Agape (all defined below). The following table summarizes the purchase price allocations for the acquisitions completed during the year ended December 31, 2020, as of their respective acquisition dates: Business Combinations Asset Acquisitions PAMS PADS BHILH Agape GSG Santa Barbara Total Assets Acquired: Cash and cash equivalents $ 118 $ 971 $ 13 $ — $ — $ 1,102 Prepaid expenses and other current assets 214 5 84 10 — 313 Accounts receivable 407 — — — — 407 Inventory 4,251 192 100 — — 4,543 Property, plant and equipment 579 1,075 465 — — 2,119 Right of use assets - finance leases 15,017 234 466 — — 15,717 Right of use assets - operating leases — 310 877 — — 1,187 Intangible assets - license(s) (1) 19,189 4,182 8,500 7,881 5,328 45,080 Intangible assets - patient/customer database (1) 425 — — — — 425 Deposits 540 15 — — — 555 Total assets $ 40,740 $ 6,984 $ 10,505 $ 7,891 $ 5,328 $ 71,448 Liabilities Assumed: Accounts payable, accrued expenses and other current liabilities $ 335 $ 156 $ 585 $ — $ — $ 1,076 Note payable — — — 90 — 90 Finance lease obligations 17,013 230 465 — — 17,708 Operating lease obligations — 310 877 — — 1,187 Deferred tax liabilities 1,410 — — — — 1,410 Total liabilities $ 18,758 $ 696 $ 1,927 $ 90 $ — $ 21,471 Net assets acquired $ 21,982 $ 6,288 $ 8,578 $ 7,801 $ 5,328 $ 49,977 Non-controlling interests — — (4,661) (1,560) — (6,221) Business Combinations Asset Acquisitions PAMS PADS BHILH Agape GSG Santa Barbara Total Total net assets acquired net of non-controlling interest $ 21,982 $ 6,288 $ 3,917 $ 6,241 $ 5,328 $ 43,756 Consideration: Consideration paid in cash, as adjusted for working capital adjustments (2) $ 15,054 $ 5,671 $ 2,692 $ 3,050 $ 4,900 $ 31,367 Capitalized acquisition costs — — — 191 428 619 Fair value of PADS purchase option — 1,992 — — — 1,992 Consideration paid in 10% senior notes (3) — — — 1,476 — 1,476 Consideration paid in warrants (3) — — — 524 — 524 Consideration paid in promissory notes (net of discount) 2,658 — — — — 2,658 Assumption of Beacon Notes and accrued interest — — 9,555 — — 9,555 Net effect of other related transactions — — (15,740) — — (15,740) Consideration paid in shares — — — 1,000 — 1,000 Fair value of consideration $ 17,712 $ 7,663 $ (3,493) $ 6,241 $ 5,328 $ 33,451 Goodwill (4) $ — $ 1,375 $ — $ — $ — $ 1,375 Bargain purchase on business combination (5) 4,270 — 7,410 — — 11,680 Total $ 21,982 $ 6,288 $ 3,917 $ 6,241 $ 5,328 $ 43,756 (1) The licenses acquired have indefinite useful lives. The patient/customer related intangible assets have estimated useful lives of 0.25 - 5 years. (2) Cash paid for acquisitions includes $2,320 that was paid during prior years and was previously included in deferred acquisition costs as of December 31, 2019. (3) The consideration for the Agape acquisition included 10% senior notes amounting to $2,000 principal, and related warrants to purchase 633,433 Subordinate Voting Shares with a $1.25 strike price; and 769,231 Subordinate Voting Shares at a closing date market price of $1.30 per share. Refer to “Senior Notes” in Note 12 - Debt and to Note 14 - Derivative Liabilities for additional details on the 10% senior secured notes and warrants. (4) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. (5) The bargain purchase gain for BHILH was reduced by asset disposal and other charges of $1,531 to arrive at the total net gain on business combination. The net gains on business combinations are included in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The asset disposal and other adjustments, were comprised of net write-offs/impairments of $1,681 reflecting the excess of the carrying amounts over the estimated fair values of intangible assets returned to TGS (included as other consideration in the TGS Transaction), offset by other adjustments of $150. 2020 Business Combinations PAMS On August 11, 2020, the Company closed on the acquisition of 100% of the equity of Pennsylvania Medical Solutions, LLC, a Pennsylvania grower-processor (“PAMS”). The acquisition increased the Company’s presence in Pennsylvania and expanded its supply of cannabis to the BEYOND/HELLO TM retail stores. The Company purchased PAMS at a favorable price due to the seller’s financial condition and limited sources of funding, which resulted in a bargain purchase gain which is reflected in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). Prior to closing, in July 2020, the Company entered into an agreement to loan $3,000 to the previous owner of PAMS, which was secured by a first priority lien on, and continuing security interest in Pennsylvania Dispensary Solutions, LLC (“PADS”). The loan bore interest at 12% and the $3,000 was included at closing in the cash purchase price. PADS At the time of the PAMS acquisition, as part of the agreements with Vireo Health, Inc (“Vireo”), the seller of PAMS, Jushi received an assignable purchase option (“PADS Purchase Option”) to acquire 100% of the equity of PADS. The PADS Purchase Option had an expiration date of 18 months from closing, and was subject to certain customary closing conditions, including approvals from all applicable regulatory authorities. On November 13, 2020, the Company exercised the PADS Purchase Option and on December 18, 2020, the Company closed on the purchase of 100% of the equity interests of PADS from Vireo. PADS increased the Company’s retail footprint in Pennsylvania, where PADS is a medical marijuana dispensary permit holder with two dispensaries operating in Bethlehem and Scranton. The cash consideration allocated to the PADS Purchase Option was $1,553 (included in other investing activities in the consolidated statements of cash flows for the year ended December 31, 2020) based on the relative fair values of the net assets acquired in the PAMS acquisition and the PADS Purchase Option as of August 11, 2020. The difference between the purchase price allocated to the PADS Purchase Option and its fair value at the time of its exercise was a gain of $440 and is included in other income (expense), net in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2020. TGS Transaction - Beyond Hello IL Holdings, LLC (“BHILH”) (f/k/a TGS Illinois Holdings LLC (“TGSIH”)) On January 29, 2020, the Company acquired an approximately 75% interest in TGS Illinois Holdings LLC (currently known as Beyond Hello IL Holdings, LLC) (the “TGS Transaction”), and became the owner of two medical cannabis dispensaries in Illinois - one in Sauget, and one in Normal, with each dispensary eligible to seek approval from the Illinois Department of Financial & Professional Regulation to open a second retail location. On April 22, 2020, the names of TGS Illinois Holdings LLC and TGS Illinois, LLC, were changed to Beyond Hello IL Holdings, LLC, and Beyond Hello IL, LLC, respectively. Each change was approved by the State of Illinois. Due to legalization of adult-use cannabis in the state of Illinois which became effective January 1, 2020, the purchase of BHILH resulted in a bargain purchase gain. The bargain purchase gain is reflected in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The fair value of the non-controlling interests was based on the fair value of the consideration paid to purchase the non-controlling interests (the “TGSIH NCI Transaction”). Refer to Note 17 - Non-Controlling Interests. The TGSIH acquisition was a part of a series of transactions under a favorable settlement agreement between the Company and its respective affiliates, and The Green Solution and its respective affiliates and their owners (“TGS”). The transactions included: (1) the transfer to the Company of approximately 75% interest in the TGSIH units; (2) the Company’s assumption and/or payoff of approximately $12,000 in TGS debt including interest and expenses relating to the debt (see below); (3) the Company returning its 51% majority stake in TGS National Holdings, LLC (“TGS National”) to TGS and terminating the 2018 purchase agreement for TGS National which included certain restrictive covenants, employment agreements and exclusive intellectual property licenses in Jushi’s favor; (4) the return to the Company and cancellation of the 5,000,000 Subordinate Voting Shares of Jushi Holdings, Inc. and warrants with an exercise price of $2.00 to purchase 2,500,000 Subordinate Voting Shares of Jushi Holdings, Inc. which were issued in connection with the 2018 purchase of TGS National; and (5) the transfer to Jushi Inc of 416,060 common shares of Organigram, Inc. (“OGI”) and cash from the liquidation of certain options to purchase common shares of OGI. The approximately $12,000 in TGS debt noted above includes approximately $2,442 of debt payable to a third party and interest paid off by the Company, which was included in the cash paid at closing, and $9,555 of debt which was negotiated with the holder to be exchanged for Jushi Holdings Inc. Senior Notes and warrants. The $9,555 was comprised of secured notes of an affiliate of TGS, Beacon Holding, LLC (the “Beacon Notes”), plus unpaid accrued interest. The carrying amount of the debt and unpaid accrued interest approximated the fair value. Refer to “Senior Notes” in Note 12 - Debt for further details on the Company’s Senior Notes and the related warrants. The net effect of other related transactions from the TGS Transaction, as reflected in the purchase price allocation table above, was comprised of the following: Redemption Liability cancelled $ 8,440 5,000,000 Subordinate Voting Shares of Jushi Holdings, Inc. and warrants with an exercise price of $2.00 to purchase 2,500,000 Subordinate Voting Shares of Jushi Holdings, Inc. returned to Jushi 7,075 416,060 common shares of OGI 1,092 Payment to Jushi for the OGI options that were liquidated 478 TGS National fair value of intangibles, net of other items returned and derecognized (1)(2) (918) TGS National cash given up (427) Net effect of other related transactions $ 15,740 (1) The difference of $1,748, net of other adjustments of $217, between the carrying amount of the disposed intangibles of $2,666 (refer to Note 8 - Goodwill and Other Intangible Assets) and the fair value above of $918 was a total of $1,531 and is included in net gains on business combinations in the consolidated statements of operations and comprehensive income (loss). (2) No goodwill associated with TGS National was written off as a result of this transaction in 2020, since the Company had previously recognized an impairment loss of $8,990 in 2018 related to the total goodwill associated with the original acquisition of TGS National. The fair values of the Jushi Holdings, Inc. shares and OGI shares were based on the closing market price as of the date of the transaction and the fair value of the Jushi Holdings, Inc. warrants was calculated using a Black-Scholes model with the following assumptions: stock price of $1.28 (market price); exercise price of $2.00; estimated term 1.35 years; volatility 76%; risk-free rate 1.46%. The fair value of the Jushi securities was accounted for as a reduction to equity. The TGS National net assets returned consisted primarily of cash and intangibles. The fair value of the intangibles returned was calculated using a discounted cash flow model using a discount rate of 12%, a growth rate of zero, and estimated useful lives ranging from 9 - 11 years. Redemption Liability At the time of the original acquisition of 51% of TGS National by the Company in 2018, the Company had the exclusive right to purchase the remaining 49% of TGS National for a period of 30 months from the Closing Date (the “Option Period”). The consideration to be paid for this purchase option (the “Redemption Liability”) was $8,500. As a result of the TGS Transaction, the Redemption Liability was cancelled. The Redemption Liability was initially recorded at fair value and was estimated using the present value of the estimated future purchase price and was therefore considered to be a Level 3 measurement. The adjusted present value of the Redemption Liability was $8,440 as of the date of the TGS Transaction in 2020. The total change in the redemption liability for the year ended December 31, 2020 was insignificant. 2020 Asset Acquisitions The Company determined that The GSC Santa Barbara and Agape acquisitions below did not qualify as business combinations under ASC 805 Business Combinations, because the assets acquired did not constitute a business, as substantially all of the fair value of each of the acquisitions is concentrated in a single identifiable asset – the license. GSG Santa Barbara On July 24, 2020, the Company closed on the acquisition of 100% of the equity of GSG SBCA, Inc. (“GSG Santa Barbara”), a non-operating provisionally licensed Santa Barbara, California dispensary operator for a total purchase price of $4,900 in cash, of which $2,250 was paid in the prior year. The GSG Santa Barbara dispensary commenced retail operations on October 14, 2020. Agape On June 25, 2020, the Company closed on the acquisition of 80% of the economic and voting interests in Agape Total Health Care Inc (“Agape”), a Pennsylvania Dispensary Permittee, for consideration in cash and shares. Business Combinations - Acquisition and Deal Costs For the year ended December 31, 2022, 2021 and 2020 acquisition and deal costs totaled $1,204, $350 and $502, respectively, and are included within the selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). The remaining acquisition and deal costs included in selling, general and administrative expenses were incurred either for acquisitions not completed or not expected to be completed. Business Combinations Acquisition Results and Unaudited Supplemental Pro Forma Financial Information The following table summarizes unaudited consolidated pro forma revenue and unaudited consolidated pro forma net income (loss) as if the business combinations had occurred at the beginning of the year prior to their actual acquisition for the periods presented: Year Ended December 31, 2022 2021 2020 Revenue $ 293,947 $ 284,026 $ 149,539 Net (loss) income $ (197,743) $ 20,681 $ (228,501) These unaudited pro forma financial results do not purport to be indicative of the actual results that would have been achieved by the combined companies for the years indicated, or of the results that may be achieved by the combined companies in the future. These amounts have been calculated using actual results and adding unaudited pre-acquisition results, after adjusting for: acquisition costs, additional depreciation and amortization from acquired property, plant and equipment and intangible assets, as well as adjustments for incremental interest expense relating to consideration paid, and changes to conform to the Company’s accounting policies. The results of the 2022, 2021 and 2020 acquisitions are included in the Company’s results since their respective acquisition dates. For the year ended December 31, 2022, in the aggregate, the 2022 acquisitions contributed revenues of $28,912 and net loss of $43,603 to the Company’s consolidated results. For the year ended December 31, 2021, in the aggregate, the 2021 acquisitions contributed revenues of $15,107 and net loss of $1,120 to the Company’s consolidated results. For the December 31, 2020, in the aggregate, the 2020 acquisitions contributed revenues of $36,364 and net income of $7,667 to the Company’s consolidated results. |
ACQUISITIONS | 7. ACQUISITIONS 2022 Business Combinations The Company had the following acquisitions during the year ended December 31, 2022: (i) Apothecarium; and (ii) NuLeaf (each as defined below). The following table summarizes the preliminary purchase price allocatio ns as of their respective acquisition dates: NuLeaf Apothecarium Total Assets Acquired: Cash and cash equivalents $ 618 $ 25 $ 643 Prepaids and other assets 278 32 310 Accounts receivable, net 39 — 39 Inventory 5,334 699 6,033 Indemnification assets (1) 5,734 — 5,734 Property, plant and equipment 11,880 498 12,378 Right-of-use assets - finance lease 4,598 2,333 6,931 Right-of-use assets - operating lease 1,067 — 1,067 Intangible assets (2) 14,097 8,600 22,697 Deposits 110 301 411 Total assets acquired $ 43,755 $ 12,488 $ 56,243 Liabilities Assumed: Accounts payable and accrued liabilities $ 584 $ 497 $ 1,081 Finance lease obligations 5,054 2,323 7,377 Operating lease obligations 1,067 — 1,067 Deferred tax liabilities 5,518 2,283 7,801 Uncertain tax positions 5,734 — 5,734 Total liabilities assumed $ 17,957 $ 5,103 $ 23,060 Net assets acquired $ 25,798 $ 7,385 $ 33,183 Goodwill (3) 24,474 7,834 32,308 Total $ 50,272 $ 15,219 $ 65,491 Consideration: Consideration paid in cash, net of working capital adjustments $ 14,918 $ 6,703 $ 21,621 Consideration payable in cash (customary hold back liability) 932 — 932 Consideration paid in promissory notes (fair value) 12,860 6,922 19,782 Consideration paid in shares 13,573 1,594 15,167 Contingent consideration 7,989 — 7,989 Fair value of consideration $ 50,272 $ 15,219 $ 65,491 (1) As part of the NuLeaf acquisition agreement, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $5,734 as of the date of the acquisition. Subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition (2) Included licenses acquired of $10,400 and $8,600 for NuLeaf and Apothecarium, respectively, which have indefinite useful lives. The estimated fair values of the licenses were determined using the multi-period excess earnings method under the income approach based on projections extended to 2036. (3) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. NuLeaf In April 2022, the Company closed on the acquisition of 100% of NuLeaf Inc., NuLeaf CLV Inc. and their subsidiaries (collectively, “NuLeaf”). NuLeaf is a vertically integrated operator in Nevada, which operates two retail dispensaries in Las Vegas, Nevada, one retail dispensary in Las Vegas Boulevard, Nevada, a 27,000 sq. ft. cultivation facility in Sparks, Nevada, and a 13,000 sq. ft. processing facility in Reno, Nevada. The Company paid consideration comprised of $14,918 in cash, net of working capital adjustments, 4,662,384 SVS (with an acquisition date fair value of $2.91 per SVS), and an unsecured five-year note with a face value of $15,750 (fair value of $12,860). Additionally, cash consideration of $932 was subjected to customary holdbacks at closing. The Company was required to pay an additional $10,000 ($3,000 in cash, $3,000 as an addition to the five-year note and the balance in shares) contingent on the opening of a third retail dispensary. In June 2022, the Company opened the third retail dispensary, and in July 2022, the Company paid $3,000 in cash (included in other investing activities in the consolidated statements of cash flows for the year ended December 31, 2022), amended the five-year note for an additional face value of $3,000 (fair value of $2,657), and issued 888,880 SVS (aggregate value of $1,529) to settle the contingent consideration liability. Refer to Note 12 - Debt for details on the seller notes. Apothecarium In March 2022, the Company closed on the acquisition of 100% of the equity interest of an entity operating an adult-use and medical retail dispensary under the name, “The Apothecarium” in Las Vegas, Nevada (“Apothecarium”), for consideration comprised of $6,703 in cash, net of working capital adjustments, 527,704 SVS (with a grant date fair value of $3.02 per SVS), and an unsecured five-year note with a face value of $9,853 (fair value of $6,922). Refer to Note 12 - Debt for details on the seller notes. The Apothecarium acquisition, together with the prior acquisition of Franklin Bioscience NV, LLC, a holder of medical and adult-use cannabis cultivation, processing, and distribution licenses, enabled the Company to become vertically integrated in Nevada, as well as provide significant branding exposure for Jushi’s high-quality product lines. Preliminary Purchase Price Allocations for 2022 Business Combinations The consideration has been allocated to the estimated fair values of the assets acquired and liabilities assumed at the dates of the acquisitions and remain preliminary as of December 31, 2022. These estimated fair values involve significant judgement and estimates. The primary area of judgement involves the valuation of the business licenses acquired, which requires management to estimate value based on future cash flows from these assets. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to: licenses acquired, inventories, property, plant and equipment, leases, contingent consideration, promissory notes, deferred tax liabilities, and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired at the acquisition date during the measurement period. 2021 Business Combinations and Asset Acquisitions The Company had the following acquisitions during the year ended December 31, 2021: (i) Nature’s Remedy; (ii) OSD; (iii) OhiGrow; and (iv) Grover Beach (each as defined below). The following table summarizes the purchase price allocatio ns as of their respective acquisition dates: Business Combinations Asset Acquisitions Nature’s Remedy OSD OhiGrow Grover Beach Total Assets Acquired: Cash and cash equivalents $ 3,195 $ 259 $ — $ — $ 3,454 Prepaids 325 53 — — 378 Accounts receivable, net 263 — — — 263 Inventory 15,882 184 — — 16,066 Indemnification assets (1) 1,322 1,411 — — 2,733 Property, plant and equipment 19,470 — 3,165 269 22,904 Right-of-use assets - finance leases 27,305 — — 2,050 29,355 Right-of-use assets - operating leases 1,337 1,859 — — 3,196 Intangible assets - license (2)(4) 56,000 2,160 1,817 3,654 63,631 Intangible assets - tradenames (2) 4,400 — — — 4,400 Intangible assets - customer database (2) 2,100 — — — 2,100 Deposits 20 6 — 19 45 Total assets acquired (4) $ 131,619 $ 5,932 $ 4,982 $ 5,992 $ 148,525 Liabilities Assumed: Accounts payable and accrued liabilities $ 7,004 $ 190 $ — $ — $ 7,194 Finance lease obligations 27,052 — — 2,032 29,084 Operating lease obligations 1,267 1,859 — — 3,126 Deferred tax liabilities (4) 21,462 648 — — 22,110 Uncertain tax positions 1,322 1,411 — — 2,733 Total liabilities assumed (4) $ 58,107 $ 4,108 $ — $ 2,032 $ 64,247 Net assets acquired (3)(4) $ 73,512 $ 1,824 $ 4,982 $ 3,960 $ 84,278 Goodwill (3)(4) 26,086 2,432 — — 28,518 Total $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 Consideration: Consideration paid in cash, as adjusted for working capital adjustments $ 40,360 $ 1,827 $ 4,949 $ 3,592 $ 50,728 Consideration paid in promissory notes (fair value) 15,345 2,429 — — 17,774 Consideration paid in shares 35,670 — — 368 36,038 Contingent consideration 8,223 — — — 8,223 Capitalized costs — — 33 — 33 Fair value of consideration $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 (1) As part of the OSD and Nature’s Remedy acquisition agreements, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $2,733 as of the dates of the acquisitions. Additional subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition. (2) The licenses acquired have indefinite useful lives. The customer relationships have a useful life of 15 years and the tradenames have a useful life of 5 years. (3) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. (4) The amounts for the Nature’s Remedy and Total columns reflect the revised amounts in connection with the correction of errors disclosed under the heading “Previously Issued Financial Statement Reclassification” in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies. Specifically, intangible assets - license increased by $10,000, goodwill decreased by $7,092, and deferred tax liabilities increased by $2,908. 2021 Business Combinations Nature’s Remedy In September 2021, the Company acquired 100% of the equity of Nature’s Remedy of Massachusetts, Inc. and certain of its affiliates (collectively, “Nature’s Remedy”), for upfront consideration comprised of cash, net of working capital adjustments, 8,700,000 SVS (with a grant date fair value of $4.10 each), an $11,500 unsecured three-year note and a $5,000 unsecured five-year note. Nature’s Remedy is a vertically integrated single state operator in Massachusetts and currently operates two retail dispensaries, in Millbury, Massachusetts and Tyngsborough, Massachusetts, and a 50,000 sq. ft. cultivation and production facility in Lakeville, Massachusetts. The goodwill is not tax deductible. The Company also agreed to issue a $5,000 increase to the principal balance of the three-year note and up to an additional $5,000 in Company SVS upon the occurrence or non-occurrence of certain events after the closing date. The payment of the contingent consideration depends on whether or not a competitor opens a competing dispensary within a certain radius of the Company’s dispensary in the Town of Tyngsborough, Massachusetts during the first 12 months following the acquisition (The “First Milestone Period”) or during the 18 months following the end of the First Milestone Period. As of the date of acquisition, the Company recognized a contingent consideration liability of $8,223, a Level 3 measurement amount, which was based on the weighted-average probability of the potential outcomes. The estimated range of such additional consideration is between $0 and $10,800 (which also includes the interest on the additional principal for the three-year note). Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred for the business combination. Contingent consideration that is classified as a liability is remeasured at subsequent reporting dates with the corresponding gain or loss being recognized in Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). In September 2022, the First Milestone Period was achieved, and therefore the three-year note was amended for an additional face value of $5,000 (discounted value of $4,708) to partially settle the contingent consideration liability. As of December 31, 2022, the remaining contingent consideration liability of $4,793 relates to the 18 months following the end of the First Milestone Period. The Company utilized the cash flows associated with the weighted-average probability of the potential outcomes to determine the potential cash outflows that are short-term vs. long-term. As a result, as of December 31, 2022, the Company classified $3,398 as a short-term contingent consideration liability and $1,395 as a long-term contingent consideration liability. OSD In April 2021, the Company acquired 100% of the equity of Organic Solutions of the Desert, LLC (“OSD”), an operating dispensary located in Palm Springs, California, for consideration comprised of cash, as adjusted for working capital adjustments, and $3,100 principal amount of promissory notes. The goodwill is not tax deductible. 2021 Asset Acquisitions The Company determined that the OhiGrow and Grover Beach (each as defined below) acquisitions described below did not qualify as business combinations because, for OhiGrow, the assets acquired did not constitute a business, and for Grover Beach, under the concentration test, substantially all of the fair value of the acquisition is concentrated in a single identifiable asset – the license. OhiGrow In July 2021, the Company acquired OhiGrow, LLC, a licensed cultivator in Ohio, and Ohio Green Grow LLC (collectively, “OhiGrow”), inclusive of an approximately 10,000 sq. ft. facility and 1.35 acres of land for $4,949 in cash. Grover Beach In March 2021, the Company closed on the acquisition of approximately 78% of the equity of a retail license holder located in Grover Beach, California (“Grover Beach”) for $3,592 in cash, as adjusted for working capital adjustments, and 49,348 SVS at a fair value of $7.46 per share, with the rights to acquire the remaining equity for one dollar in the future. In September 2022, the Company exercised its rights to acquire the remaining 22%. 2020 Business Combinations and Asset Acquisitions The Company had the following acquisitions during the year ended December 31, 2020: (i) PAMS; (ii) PADS; (iii) BHILH; (iv) GSG Santa Barbara; and (v) Agape (all defined below). The following table summarizes the purchase price allocations for the acquisitions completed during the year ended December 31, 2020, as of their respective acquisition dates: Business Combinations Asset Acquisitions PAMS PADS BHILH Agape GSG Santa Barbara Total Assets Acquired: Cash and cash equivalents $ 118 $ 971 $ 13 $ — $ — $ 1,102 Prepaid expenses and other current assets 214 5 84 10 — 313 Accounts receivable 407 — — — — 407 Inventory 4,251 192 100 — — 4,543 Property, plant and equipment 579 1,075 465 — — 2,119 Right of use assets - finance leases 15,017 234 466 — — 15,717 Right of use assets - operating leases — 310 877 — — 1,187 Intangible assets - license(s) (1) 19,189 4,182 8,500 7,881 5,328 45,080 Intangible assets - patient/customer database (1) 425 — — — — 425 Deposits 540 15 — — — 555 Total assets $ 40,740 $ 6,984 $ 10,505 $ 7,891 $ 5,328 $ 71,448 Liabilities Assumed: Accounts payable, accrued expenses and other current liabilities $ 335 $ 156 $ 585 $ — $ — $ 1,076 Note payable — — — 90 — 90 Finance lease obligations 17,013 230 465 — — 17,708 Operating lease obligations — 310 877 — — 1,187 Deferred tax liabilities 1,410 — — — — 1,410 Total liabilities $ 18,758 $ 696 $ 1,927 $ 90 $ — $ 21,471 Net assets acquired $ 21,982 $ 6,288 $ 8,578 $ 7,801 $ 5,328 $ 49,977 Non-controlling interests — — (4,661) (1,560) — (6,221) Business Combinations Asset Acquisitions PAMS PADS BHILH Agape GSG Santa Barbara Total Total net assets acquired net of non-controlling interest $ 21,982 $ 6,288 $ 3,917 $ 6,241 $ 5,328 $ 43,756 Consideration: Consideration paid in cash, as adjusted for working capital adjustments (2) $ 15,054 $ 5,671 $ 2,692 $ 3,050 $ 4,900 $ 31,367 Capitalized acquisition costs — — — 191 428 619 Fair value of PADS purchase option — 1,992 — — — 1,992 Consideration paid in 10% senior notes (3) — — — 1,476 — 1,476 Consideration paid in warrants (3) — — — 524 — 524 Consideration paid in promissory notes (net of discount) 2,658 — — — — 2,658 Assumption of Beacon Notes and accrued interest — — 9,555 — — 9,555 Net effect of other related transactions — — (15,740) — — (15,740) Consideration paid in shares — — — 1,000 — 1,000 Fair value of consideration $ 17,712 $ 7,663 $ (3,493) $ 6,241 $ 5,328 $ 33,451 Goodwill (4) $ — $ 1,375 $ — $ — $ — $ 1,375 Bargain purchase on business combination (5) 4,270 — 7,410 — — 11,680 Total $ 21,982 $ 6,288 $ 3,917 $ 6,241 $ 5,328 $ 43,756 (1) The licenses acquired have indefinite useful lives. The patient/customer related intangible assets have estimated useful lives of 0.25 - 5 years. (2) Cash paid for acquisitions includes $2,320 that was paid during prior years and was previously included in deferred acquisition costs as of December 31, 2019. (3) The consideration for the Agape acquisition included 10% senior notes amounting to $2,000 principal, and related warrants to purchase 633,433 Subordinate Voting Shares with a $1.25 strike price; and 769,231 Subordinate Voting Shares at a closing date market price of $1.30 per share. Refer to “Senior Notes” in Note 12 - Debt and to Note 14 - Derivative Liabilities for additional details on the 10% senior secured notes and warrants. (4) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. (5) The bargain purchase gain for BHILH was reduced by asset disposal and other charges of $1,531 to arrive at the total net gain on business combination. The net gains on business combinations are included in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The asset disposal and other adjustments, were comprised of net write-offs/impairments of $1,681 reflecting the excess of the carrying amounts over the estimated fair values of intangible assets returned to TGS (included as other consideration in the TGS Transaction), offset by other adjustments of $150. 2020 Business Combinations PAMS On August 11, 2020, the Company closed on the acquisition of 100% of the equity of Pennsylvania Medical Solutions, LLC, a Pennsylvania grower-processor (“PAMS”). The acquisition increased the Company’s presence in Pennsylvania and expanded its supply of cannabis to the BEYOND/HELLO TM retail stores. The Company purchased PAMS at a favorable price due to the seller’s financial condition and limited sources of funding, which resulted in a bargain purchase gain which is reflected in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). Prior to closing, in July 2020, the Company entered into an agreement to loan $3,000 to the previous owner of PAMS, which was secured by a first priority lien on, and continuing security interest in Pennsylvania Dispensary Solutions, LLC (“PADS”). The loan bore interest at 12% and the $3,000 was included at closing in the cash purchase price. PADS At the time of the PAMS acquisition, as part of the agreements with Vireo Health, Inc (“Vireo”), the seller of PAMS, Jushi received an assignable purchase option (“PADS Purchase Option”) to acquire 100% of the equity of PADS. The PADS Purchase Option had an expiration date of 18 months from closing, and was subject to certain customary closing conditions, including approvals from all applicable regulatory authorities. On November 13, 2020, the Company exercised the PADS Purchase Option and on December 18, 2020, the Company closed on the purchase of 100% of the equity interests of PADS from Vireo. PADS increased the Company’s retail footprint in Pennsylvania, where PADS is a medical marijuana dispensary permit holder with two dispensaries operating in Bethlehem and Scranton. The cash consideration allocated to the PADS Purchase Option was $1,553 (included in other investing activities in the consolidated statements of cash flows for the year ended December 31, 2020) based on the relative fair values of the net assets acquired in the PAMS acquisition and the PADS Purchase Option as of August 11, 2020. The difference between the purchase price allocated to the PADS Purchase Option and its fair value at the time of its exercise was a gain of $440 and is included in other income (expense), net in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2020. TGS Transaction - Beyond Hello IL Holdings, LLC (“BHILH”) (f/k/a TGS Illinois Holdings LLC (“TGSIH”)) On January 29, 2020, the Company acquired an approximately 75% interest in TGS Illinois Holdings LLC (currently known as Beyond Hello IL Holdings, LLC) (the “TGS Transaction”), and became the owner of two medical cannabis dispensaries in Illinois - one in Sauget, and one in Normal, with each dispensary eligible to seek approval from the Illinois Department of Financial & Professional Regulation to open a second retail location. On April 22, 2020, the names of TGS Illinois Holdings LLC and TGS Illinois, LLC, were changed to Beyond Hello IL Holdings, LLC, and Beyond Hello IL, LLC, respectively. Each change was approved by the State of Illinois. Due to legalization of adult-use cannabis in the state of Illinois which became effective January 1, 2020, the purchase of BHILH resulted in a bargain purchase gain. The bargain purchase gain is reflected in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The fair value of the non-controlling interests was based on the fair value of the consideration paid to purchase the non-controlling interests (the “TGSIH NCI Transaction”). Refer to Note 17 - Non-Controlling Interests. The TGSIH acquisition was a part of a series of transactions under a favorable settlement agreement between the Company and its respective affiliates, and The Green Solution and its respective affiliates and their owners (“TGS”). The transactions included: (1) the transfer to the Company of approximately 75% interest in the TGSIH units; (2) the Company’s assumption and/or payoff of approximately $12,000 in TGS debt including interest and expenses relating to the debt (see below); (3) the Company returning its 51% majority stake in TGS National Holdings, LLC (“TGS National”) to TGS and terminating the 2018 purchase agreement for TGS National which included certain restrictive covenants, employment agreements and exclusive intellectual property licenses in Jushi’s favor; (4) the return to the Company and cancellation of the 5,000,000 Subordinate Voting Shares of Jushi Holdings, Inc. and warrants with an exercise price of $2.00 to purchase 2,500,000 Subordinate Voting Shares of Jushi Holdings, Inc. which were issued in connection with the 2018 purchase of TGS National; and (5) the transfer to Jushi Inc of 416,060 common shares of Organigram, Inc. (“OGI”) and cash from the liquidation of certain options to purchase common shares of OGI. The approximately $12,000 in TGS debt noted above includes approximately $2,442 of debt payable to a third party and interest paid off by the Company, which was included in the cash paid at closing, and $9,555 of debt which was negotiated with the holder to be exchanged for Jushi Holdings Inc. Senior Notes and warrants. The $9,555 was comprised of secured notes of an affiliate of TGS, Beacon Holding, LLC (the “Beacon Notes”), plus unpaid accrued interest. The carrying amount of the debt and unpaid accrued interest approximated the fair value. Refer to “Senior Notes” in Note 12 - Debt for further details on the Company’s Senior Notes and the related warrants. The net effect of other related transactions from the TGS Transaction, as reflected in the purchase price allocation table above, was comprised of the following: Redemption Liability cancelled $ 8,440 5,000,000 Subordinate Voting Shares of Jushi Holdings, Inc. and warrants with an exercise price of $2.00 to purchase 2,500,000 Subordinate Voting Shares of Jushi Holdings, Inc. returned to Jushi 7,075 416,060 common shares of OGI 1,092 Payment to Jushi for the OGI options that were liquidated 478 TGS National fair value of intangibles, net of other items returned and derecognized (1)(2) (918) TGS National cash given up (427) Net effect of other related transactions $ 15,740 (1) The difference of $1,748, net of other adjustments of $217, between the carrying amount of the disposed intangibles of $2,666 (refer to Note 8 - Goodwill and Other Intangible Assets) and the fair value above of $918 was a total of $1,531 and is included in net gains on business combinations in the consolidated statements of operations and comprehensive income (loss). (2) No goodwill associated with TGS National was written off as a result of this transaction in 2020, since the Company had previously recognized an impairment loss of $8,990 in 2018 related to the total goodwill associated with the original acquisition of TGS National. The fair values of the Jushi Holdings, Inc. shares and OGI shares were based on the closing market price as of the date of the transaction and the fair value of the Jushi Holdings, Inc. warrants was calculated using a Black-Scholes model with the following assumptions: stock price of $1.28 (market price); exercise price of $2.00; estimated term 1.35 years; volatility 76%; risk-free rate 1.46%. The fair value of the Jushi securities was accounted for as a reduction to equity. The TGS National net assets returned consisted primarily of cash and intangibles. The fair value of the intangibles returned was calculated using a discounted cash flow model using a discount rate of 12%, a growth rate of zero, and estimated useful lives ranging from 9 - 11 years. Redemption Liability At the time of the original acquisition of 51% of TGS National by the Company in 2018, the Company had the exclusive right to purchase the remaining 49% of TGS National for a period of 30 months from the Closing Date (the “Option Period”). The consideration to be paid for this purchase option (the “Redemption Liability”) was $8,500. As a result of the TGS Transaction, the Redemption Liability was cancelled. The Redemption Liability was initially recorded at fair value and was estimated using the present value of the estimated future purchase price and was therefore considered to be a Level 3 measurement. The adjusted present value of the Redemption Liability was $8,440 as of the date of the TGS Transaction in 2020. The total change in the redemption liability for the year ended December 31, 2020 was insignificant. 2020 Asset Acquisitions The Company determined that The GSC Santa Barbara and Agape acquisitions below did not qualify as business combinations under ASC 805 Business Combinations, because the assets acquired did not constitute a business, as substantially all of the fair value of each of the acquisitions is concentrated in a single identifiable asset – the license. GSG Santa Barbara On July 24, 2020, the Company closed on the acquisition of 100% of the equity of GSG SBCA, Inc. (“GSG Santa Barbara”), a non-operating provisionally licensed Santa Barbara, California dispensary operator for a total purchase price of $4,900 in cash, of which $2,250 was paid in the prior year. The GSG Santa Barbara dispensary commenced retail operations on October 14, 2020. Agape On June 25, 2020, the Company closed on the acquisition of 80% of the economic and voting interests in Agape Total Health Care Inc (“Agape”), a Pennsylvania Dispensary Permittee, for consideration in cash and shares. Business Combinations - Acquisition and Deal Costs For the year ended December 31, 2022, 2021 and 2020 acquisition and deal costs totaled $1,204, $350 and $502, respectively, and are included within the selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). The remaining acquisition and deal costs included in selling, general and administrative expenses were incurred either for acquisitions not completed or not expected to be completed. Business Combinations Acquisition Results and Unaudited Supplemental Pro Forma Financial Information The following table summarizes unaudited consolidated pro forma revenue and unaudited consolidated pro forma net income (loss) as if the business combinations had occurred at the beginning of the year prior to their actual acquisition for the periods presented: Year Ended December 31, 2022 2021 2020 Revenue $ 293,947 $ 284,026 $ 149,539 Net (loss) income $ (197,743) $ 20,681 $ (228,501) These unaudited pro forma financial results do not purport to be indicative of the actual results that would have been achieved by the combined companies for the years indicated, or of the results that may be achieved by the combined companies in the future. These amounts have been calculated using actual results and adding unaudited pre-acquisition results, after adjusting for: acquisition costs, additional depreciation and amortization from acquired property, plant and equipment and intangible assets, as well as adjustments for incremental interest expense relating to consideration paid, and changes to conform to the Company’s accounting policies. The results of the 2022, 2021 and 2020 acquisitions are included in the Company’s results since their respective acquisition dates. For the year ended December 31, 2022, in the aggregate, the 2022 acquisitions contributed revenues of $28,912 and net loss of $43,603 to the Company’s consolidated results. For the year ended December 31, 2021, in the aggregate, the 2021 acquisitions contributed revenues of $15,107 and net loss of $1,120 to the Company’s consolidated results. For the December 31, 2020, in the aggregate, the 2020 acquisitions contributed revenues of $36,364 and net income of $7,667 to the Company’s consolidated results. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 8. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Goodwill, carrying amount, as of January 1, 2021 $ 19,093 Additions from acquisitions 28,518 Impairment (1,783) Goodwill, carrying amount, as of December 31, 2021 $ 45,828 Additions from acquisitions, including reclassification of $254 35,480 Impairment (39,643) Measurement period adjustment (3,426) Goodwill, carrying amount, as of December 31, 2022 $ 38,239 Other Intangible Assets The components of other intangible assets are as follows: As of December 31, Estimated Useful 2022 2021 Licenses $ 82,401 $ 174,662 Indefinite Intellectual Property 9,580 9,580 10 years Tradenames 12,800 10,200 1 - 15 years Patient/Customer database 3,195 2,795 5 - 10 years Non-compete 155 155 3 years Website development 61 61 3 years Formulations 50 50 Indefinite Total gross amount $ 108,242 $ 197,503 Less: Accumulated Amortization (8,160) (5,037) Other Intangible Assets, net $ 100,082 $ 192,466 Amortization expense for the years ended December 31, 2022, 2021 and 2020 was $3,123 , $1,977 and $2,202, respectively, and is included in operating expenses in the consolidated statements of operations and comprehensive income (loss). For the years ended December 31, 2022, and 2021 , all additions to intangible assets were from acquisitions. The estimated future annual amortization expense related to intangible assets as of December 31, 2022 are as follows: 2023 $ 3,237 2024 3,214 2025 3,182 2026 2,911 2027 1,912 Thereafter 3,175 Total estimated future amortization expense $ 17,631 Impairment of Goodwill and Other intangible assets 2022 Impairments During the year ended December 31, 2022 , management determined that the Company’s goodwill and certain intangible assets in California, Massachusetts, Nevada, Ohio, and Pennsylvania were impaired due to the Company’s lower than expected operating results, driven in part by significant price compression and the overall economy in the respective state. The Company utilized a combination of the income approach (discounted cash flow method) and market approach (a combination of the guideline transactions method and guideline company method) for its impairment test for each state, resulting in goodwill and intangible impairment charges reflected below. The goodwill and intangible asset impairment is recorded within operating expenses in the consolidated statements of operations and comprehensive income (loss). Year Ended December 31, 2022 Key Assumptions State Goodwill Impairment Intangible Asset Impairment Perpetual Growth Rate Discount Rate Weighted Average Cost of Capital Cash Flow Forecast California $ 2,432 $ 10,142 2% 22.5% 21.5% 5 years Massachusetts 12,231 37,954 2% 21.0% 20.0% 5 years Nevada 24,980 22,150 2% 21.0% 20.0% 5 years Ohio — 5,317 2% 24.5% 23.5% 5 years Pennsylvania — 35,952 2% 22.0% 21.0% 5 years $ 39,643 $ 111,515 2021 Impairments Nevada During the year ended December 31, 2021, management determined that the lower than expected operating results of the Company’s Nevada operations was an indicator of impairment. The Company utilized the discounted cash flow method for its impairment test, and as a result, recorded a goodwill impairment charge of $1,783. The key inputs and assumptions used in the fair valuation of Nevada include: (i) a five-year cash flow forecast, which is based on the Company’s actual operating results and business plans; (ii) a perpetual growth rate of 3%; and (iii) an estimated discount rate of 16.5%. The goodwill impairment is recorded within operating expenses in the consolidated statements of operations and comprehensive income (loss). |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS | 9. OTHER NON-CURRENT ASSETS The components of other non-current assets are as follows: As of December 31, 2022 2021 Operating lease assets $ 16,244 $ 17,288 Indemnification assets (1) 8,198 2,733 Deposits and escrows - properties 1,637 1,343 Equity investment (2) 977 1,500 Deposits - equipment 484 4,315 Other 703 407 Total other non-current assets $ 28,243 $ 27,586 (1) Refer to footnotes (1) under the 2022 and 2021 acquisition tables in Note 7 - Acquisitions for additional information. (2) The Company owns a 23.08% ownership interest in PV Culver City, LLC (“PVLLC”). The Company does not have significant influence over, and the Company does not have the right to vote or participate in the management of the PVLLC and therefore the investment is measured at its fair value. Refer to Note 23 - Financial Instruments for more information relating to the fair value of this equity investment as of December 31, 2022 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The components of accrued expenses and other current liabilities are as follows: As of December 31, 2022 2021 Goods received not invoiced $ 11,620 $ 8,007 Accrued capital expenditures 5,603 12,474 Accrued employee related expenses and liabilities 6,030 6,062 Contingent consideration liabilities - current portion (1) 3,398 — Operating lease obligations - current portion 2,652 2,745 Accrued interest 2,388 1,181 Accrued sales and excise taxes 1,931 2,535 Deferred revenue (loyalty program) 1,870 1,427 Accrued professional and management fees 1,481 5,139 Other accrued expenses and current liabilities 9,356 8,402 Total $ 46,329 $ 47,972 (1) Refer to Note 7 - Acquisitions. |
OTHER NON-CURRENT LIABILITIES
OTHER NON-CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
OTHER NON-CURRENT LIABILITIES | 11. OTHER NON-CURRENT LIABILITIES The components of accrued expenses and other current liabilities are as follows: As of December 31, 2022 2021 Operating lease liabilities $ 15,547 $ 15,163 Contingent consideration liabilities 1,395 8,223 Other non-current liabilities 4,613 3,173 Total $ 21,555 $ 26,559 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | 12. DEBT The components of the Company’s debt are as follows: Effective Interest Rate Contractual Maturity Date As of December 31, 2022 2021 Principal amounts: Second Lien Notes 15% December 2026 $ 73,182 $ — Senior Notes N/A N/A — 75,193 Acquisition Facility 15% December 2024 65,000 40,000 Acquisition-related promissory notes payable 8% - 18% August 2024 - April 2027 57,216 25,767 Other debt (1) 7% - 9% March 2022 - July 2027 10,960 8,555 Total debt - principal amounts $ 206,358 $ 149,515 Less: debt issuance costs and original issue discounts (17,096) (23,536) Total debt - carrying amounts $ 189,262 $ 125,979 Debt, net - current portion $ 8,704 $ 6,181 Debt, net - non-current portion $ 180,558 $ 119,798 (1) Includes Jushi Europe debt. Refer to Note 17 - Non-Controlling Interests. As of December 31, 2022, aggregate future contractual maturities of the Company’s debt are as follows: 2023 2024 2025 2026 2027 Total Second Lien Notes $ — $ — $ — $ 73,182 $ — $ 73,182 Acquisition Facility 4,875 60,125 — — — 65,000 Acquisition-related promissory notes payable 3,448 22,385 1,970 6,971 22,442 57,216 Other debt 3,386 137 148 158 7,131 10,960 Total $ 11,709 $ 82,647 $ 2,118 $ 80,311 $ 29,573 $ 206,358 Interest expense, net is comprised of the following: Year Ended December 31, 2022 2021 2020 Interest and accretion - Senior Notes $ 23,268 $ 19,257 $ 12,095 Interest and accretion - Second Lien Notes 578 — — Interest - Finance lease liabilities 11,154 9,158 2,451 Interest and accretion - Acquisition Facility 7,264 1,106 — Interest and accretion - Promissory notes 5,518 1,802 1,903 Interest and accretion - Other debt 567 507 189 Capitalized interest (2,616) (977) (1,074) Total interest expense $ 45,733 $ 30,853 $ 15,564 Interest income $ (142) $ (243) $ (231) Total interest expense, net $ 45,591 $ 30,610 $ 15,333 Second Lien Notes In December 2022, the Company issued Second Lien Notes in an aggregate amount of $73,061, of which the Company received cash proceeds of $31,594 and the remaining $41,467 was settled without the need for any transfers of cash between the Company and certain holders of Senior Notes that elected to purchase Second Lien Notes from the Company in accordance with certain Funding and Settlement Facilitation Agreements (“Facilitation Agreements”). The Facilitation Agreements provided for the Company and purchasers of Second Lien Notes who were also holders of Senior Notes to settle the amount owed to each such purchaser pursuant to the redemption of such purchaser’s Senior Notes against the amount of Second Lien Notes purchased by such purchaser without the need for any transfers of cash. The Second Lien Notes mature on December 7, 2026, and bear interest at 12.0% per annum, payable in cash quarterly. Additionally, the Company issued 17,512,280 four-year warrants to purchase Subordinate Voting Shares of the Company (the “Warrants”). Each purchaser of the Second Lien Notes received Warrants at 50% coverage of the principal amount of such purchaser’s Second Lien Notes divided by the strike price of $2.086 per share. The Warrants were issued by the Company in connection with, but were detached from, the Company’s issuance of the Second Lien Notes. Refer to Note 14 - Derivative Liabilities for additional information. Senior Notes In December 2022, the Company redeemed all its outstanding Senior Notes in the amount of $74,935, of which $33,468 was redeemed via cash payment by the Company and the remaining $41,467 was redeemed via the execution of Funding and Settlement Facilitation agreements (non-cash payment) between the Company and certain holders of the Senior Notes who also elected to purchase Second Lien Notes from the Company. See the “Second Lien Notes” section above for more information on holders of Senior Notes that elected to purchase Second Lien Notes from the Company. The redemption of the Senior Notes was accounted for as a debt extinguishment, and resulted in the Company recording a non-cash loss on debt extinguishment of $18,858, which represents the difference between the reacquisition price of the Senior Notes and the net carrying amount of the Senior Notes prior to redemption. Acquisition Facility In October 2021 (the “Closing Date”), the Company entered into definitive documentation in respect of a $100,000 Senior Secured Credit Facility (the “Acquisition Facility”) from Roxbury, LP, a portfolio company of SunStream Bancorp Inc., which is a joint venture sponsored by Sundial Growers Inc. The Company is permitted to borrow amounts under the Acquisition Facility for potential strategic expansion opportunities in both its core and developing markets. After being drawn, loans issued under the Acquisition Facility bear an interest rate of 9.5% per annum, payable quarterly, and will mature five years from the Closing Date. Subject to the approval of the Agent’s investment committee and other conditions, including pro forma compliance with certain financial covenants (further defined below) at the time of borrowing, the Company will be able to make draws under the facility until the 18- month anniversary of the Closing Date (the “Draw Period”), and will have a two-year interest-only period before partial amortization begins on a quarterly basis. Interest are payable on the first business day of each calendar quarter. The Company also may increase the total commitment of the Acquisition Facility by an aggregate amount of up to $25,000, subject to certain conditions (the “Accordion”). The Acquisition Facility is secured by a first lien over certain Company assets and on a pari passu basis with the collateral securing the indebtedness of the Company evidence by the Senior Notes. The Company recorded original discount of $1,701, which included debt issuance costs of $721. During the Draw Period, a standby fee of 2.25% per annum of the undrawn amount of the Acquisition Facility minus the sum of the daily average of the outstanding amount of the Acquisition Facility for the preceding calendar quarter shall be paid quarterly, in arrears, on the first business day of each calendar quarter. The standby fee drops to 1.5% on the date the existing 10% Senior Notes mature or are refinanced. An exit fee of 1.5% of the original term loan amount of $100,000 shall be paid upon the earliest of the maturity date, any repayment of the principal balance of the term loans or the occurrence of an event of default. In the event the existing Senior Notes mature or are refinanced, no exit fee is owed by the Company to the lenders. In the event the Company wishes to refinance the Senior Notes, lenders have a right of first refusal to contribute up to 50% of the amount used to refinance the Senior Notes. In October 2021, the Company drew down $40,000 from the Acquisition Facility to fund the cash portion of the acquisition of Nature’s Remedy. As of December 31, 2021, the Company had approximately $60,000 of availability under the Acquisition Facility (excluding the Accordion). In April 2022, the Company drew down $25,000 from the Acquisition Facility to fund the cash portions of the NuLeaf and Apothecarium acquisitions, and the Company entered into an amendment to the Acquisition Facility pursuant to which: (i) the commencement of leverage testing was pushed back by four quarters, (ii) certain leverage ratios were revised; and (iii) the Company may proceed with a reorganization pursuant to a petition for bankruptcy in Switzerland with respect to Jushi Europe without potentially defaulting under the Acquisition Facility. Refer to Note 17 - Non-Controlling Interests for additional information on Jushi Europe. In December 2022, the Company entered into a second amendment to the Acquisition Facility pursuant to which: (i) the interest rate was increased to 11% per annum; (ii) the maximum borrowings capped at $65,000 with the removal of the standby fee; (iii) the maturity date was amended to December 31, 2024; and (iv) the total leverage ratio covenant was removed and replaced with a minimum quarterly revenue covenant. As of December 31, 2022, and 2021 , unamortized discount was $4,363 and $1,628, respectively. Beginning July 2023, the Company is to make quarterly payment of $2,438 on the first business day of each calendar quarter with a final payment $50,375 at maturity date. The Acquisition Facility contains certain financial and other covenants with which the Company is required to comply. As of December 31, 2022, the Company was in compliance with its financial covenants related to minimum (i) unrestricted cash and cash equivalents balance requirement of $6,500 and (ii) minimum quarterly revenue requirement of $50,000. Subsequent to year end December 31, 2022, on February 24, 2023 and February 27, 2023, the Company was non-compliant with an affirmative covenant relating to a minimum cash deposit requirement in a specified bank account. The Company also anticipated not being able to provide a certification to the lender in connection with its annual financial statements that the audit report did not contain a going concern qualification. The Company received waivers for these two instances on April 17, 2023. Acquisition-related promissory notes payable issuance and conversion in 2022 and 2021 Apothecarium In March 2022, in connection with the Apothecarium acquisition, the Company issued to the seller two unsecured promissory notes with a total principal amount of $9,853, with no stated interest and both maturing in March 2027. The promissory notes provide for a principal payment of $3,448 on the 21st month anniversary, followed by 39 equal monthly payments for the remaining balance. NuLeaf In April 2022, in connection with the NuLeaf acquisition, the Company issued to the seller unsecured promissory notes with an aggregate total principal amount of $15,750 with a stated interest rate of 8% and maturity date in April 2027. The promissory notes provide for a full principal payment on the maturity date. Additionally, in July 2022, the Company amended the five-year note for an additional principal amount of $3,000 to settle the contingent consideration associated with the acquisition. There were no changes to the interest rate and maturity date of the five-year note at such time. Nature’s Remedy In September 2021, in connection with the Nature’s Remedy acquisition, the Company issued a principal amount $11,500, 8% unsecured three-year note maturing September 10, 2024 and a $5,000 8% unsecured five-year note maturing September 10, 2026 to the seller. The promissory notes provide for cash interest payments to be made quarterly and all principal and accrued and unpaid interest are due at their respective maturities. In September 2022, the Company amended the three -year note for an additional principal amount of $5,000 in settlement of a contingent consideration liability for the First Milestone Period in connection with the September 2021 acquisition of Nature’s Remedy. Refer to Note 7 - Acquisitions and Note 25 - Subsequent Events for more information. Dalitso In November 2022, the Company issued 910,000 SVS to settle the outstanding balance relating to a $2,412 unsecured convertible promissory note. Refer to Note 17 - Non-Controlling Interests for additional information. OSD In April 2021, in connection with the OSD acquisition, the Company issued a principal amount $3,100, 4% secured promissory note to the seller. The promissory note matures on April 30, 2027 and interest is payable quarterly. The note is secured by the equity of OSD. Pursuant to the terms of the OSD acquisition, indemnification obligations of the seller may be offset against this promissory note in the future if the Company makes a claim for such indemnification and such right of offset. Refer to Note 7 - Acquisitions. Other Debt issuance in 2022 and 2021 Dickson Facility In July 2022, the Company entered into a $2,800 credit facility with a bank to fund the construction of a dispensary in Dickson City, Pennsylvania. As of December 31, 2022, the Company had drawn down the full amount. This credit facility, which matures on July 18, 2027, bears interest at a variable rate equal to prime rate plus 2%. The interest rate as of December 31, 2022 was 9.0%. The Dickson Facility contains certain financial and other covenants with which the Company is required to comply. As of December 31, 2022, the Company was in compliance with all financial covenants contained in the Dickson Facility. Arlington Facility In November 2021, the Company closed on the purchase of a property in Arlington, Virginia, for $7,000. On December 28, 2021, the Company entered into $6,900 credit facility (“Arlington Facility”) with a bank to refinance the purchase. As of December 31, 2022 and 2021, the Company had drawn down $5,000 and the Company had $1,900 of remaining availability under the Arlington Facility, which was drawn down in January 2023. The Arlington Facility bears a fixed interest rate of 5.875% per annum payable monthly and will mature on January 1, 2027. The Arlington Facility contains certain financial and other covenants with which the Company is required to comply. As of December 31, 2022, the Company was in compliance with all financial covenants contained in the Arlington Facility. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | 13. LEASES The Company leases certain business facilities for corporate, retail and cultivation operations from third parties under lease agreements that specify minimum rentals. In addition, the Company leases certain equipment for use in cultivation and extraction activities. The Company determines whether a contract is or contains a lease at the inception of the contract. The expiry dates of the leases, including reasonably certain estimated renewal periods, are between 2023 and 2052. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table provides the components of lease cost recognized in the consolidated statements of operations and comprehensive income (loss) for the periods presented. Year Ended December 31, 2022 2021 2020 Operating lease cost $ 3,402 $ 2,585 $ 1,555 Finance lease cost: Amortization of lease assets 5,422 3,155 706 Interest on lease liabilities 11,154 9,158 2,447 Total finance lease cost $ 16,576 $ 12,313 $ 3,153 Variable lease cost $ 390 $ 355 $ 34 Total lease cost $ 20,368 $ 15,253 $ 4,742 All extension options that are reasonably certain to be exercised have been included in the measurement of lease obligations. The Company reassesses the likelihood of extension option exercise if there is a significant event or change in circumstances within its control. Other information related to operating and finance leases as of the balance sheet dates presented are as follows: As of December 31, 2022 As of December 31, 2021 Finance Leases Operating Leases Finance Leases Operating Leases Weighted average discount rate 11.23 % 11.51 % 11.75 % 11.50 % Weighted average remaining lease term (in years) 22.7 14.1 22.6 14.6 Cash paid for amounts included in the measurement of $ 11,629 $ 3,133 $ 7,805 $ 2,080 The maturities of the contractual undiscounted lease liabilities as of December 31, 2022 are as follows: Finance Leases Operating Leases 2023 $ 12,092 $ 2,876 2024 13,274 2,938 2025 13,202 2,759 2026 13,196 2,526 2027 12,876 2,499 Thereafter 278,746 26,582 Total undiscounted lease liabilities $ 343,386 $ 40,180 Interest on lease liabilities (229,650) (21,981) Total present value of minimum lease payments $ 113,736 $ 18,199 Lease liabilities - current portion $ 11,361 $ 2,652 Lease liabilities - non-current $ 102,375 $ 15,547 |
LEASES | 13. LEASES The Company leases certain business facilities for corporate, retail and cultivation operations from third parties under lease agreements that specify minimum rentals. In addition, the Company leases certain equipment for use in cultivation and extraction activities. The Company determines whether a contract is or contains a lease at the inception of the contract. The expiry dates of the leases, including reasonably certain estimated renewal periods, are between 2023 and 2052. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table provides the components of lease cost recognized in the consolidated statements of operations and comprehensive income (loss) for the periods presented. Year Ended December 31, 2022 2021 2020 Operating lease cost $ 3,402 $ 2,585 $ 1,555 Finance lease cost: Amortization of lease assets 5,422 3,155 706 Interest on lease liabilities 11,154 9,158 2,447 Total finance lease cost $ 16,576 $ 12,313 $ 3,153 Variable lease cost $ 390 $ 355 $ 34 Total lease cost $ 20,368 $ 15,253 $ 4,742 All extension options that are reasonably certain to be exercised have been included in the measurement of lease obligations. The Company reassesses the likelihood of extension option exercise if there is a significant event or change in circumstances within its control. Other information related to operating and finance leases as of the balance sheet dates presented are as follows: As of December 31, 2022 As of December 31, 2021 Finance Leases Operating Leases Finance Leases Operating Leases Weighted average discount rate 11.23 % 11.51 % 11.75 % 11.50 % Weighted average remaining lease term (in years) 22.7 14.1 22.6 14.6 Cash paid for amounts included in the measurement of $ 11,629 $ 3,133 $ 7,805 $ 2,080 The maturities of the contractual undiscounted lease liabilities as of December 31, 2022 are as follows: Finance Leases Operating Leases 2023 $ 12,092 $ 2,876 2024 13,274 2,938 2025 13,202 2,759 2026 13,196 2,526 2027 12,876 2,499 Thereafter 278,746 26,582 Total undiscounted lease liabilities $ 343,386 $ 40,180 Interest on lease liabilities (229,650) (21,981) Total present value of minimum lease payments $ 113,736 $ 18,199 Lease liabilities - current portion $ 11,361 $ 2,652 Lease liabilities - non-current $ 102,375 $ 15,547 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 14. DERIVATIVE LIABILITIES The continuities of the Company’s derivative liabilities are as follows: Total Derivative Liabilities (1)(4) Carrying amounts as of January 1, 2021 $ 205,361 Fair value changes (2) (105,170) Derivative Warrants exercised and settled (7,756) Carrying amounts as of December 31, 2021 (4) $ 92,435 Derivative Warrants issued (3) 23,205 Fair value changes (2) (91,887) Derivative Warrants exercised and settled (5) (9,619) Carrying amounts as of December 31, 2022 $ 14,134 (1) Refer to Note 15 - Equity for the continuity of the number of these warrants outstanding. (2) Included in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). (3) Includes fair value of 17,512,280 derivative warrants issued in connection with the Second Lien Notes issuance in December 2022, and 2,000,000 derivative warrants issued relating to the second amendment of the Acquisition Facility in December 2022. (4) Includes mandatory prepayment option on the Senior Notes, which had a fair value of $174 as of December 31, 2021. (5) Includes mandatory prepayment option on the Senior Notes of $218, which was settled in December 2022 with the Company’s redemption of the Senior Notes. T he Company’s derivative liabilities are primarily comprised of derivative warrants (“Derivative Warrants”). These are warrants to purchase SVS of the Company which were issued in connection with: (i) the Senior Notes, and have an expiration date of December 23, 2024 and an exercise price of US$1.25; and (ii) the Second Lien Notes and Acquisition Facility second amendment, and have an expiration date of December 7, 2026 and an exercise price of $2.086 per share (refer to Note 12 - Debt for additional information). The Derivative Warrants may be net share settled. As of December 31, 2022 and 2021, there were 55,375,202 and 40,124,355 Derivative Warrants outstanding, respectively. These Derivative Warrants were considered derivative financial liabilities measured at fair value with all gains or losses recognized in profit or loss as the settlement amount for the Derivative Warrants may be adjusted during certain periods for variables that are not inputs to standard pricing models for forward or option equity contracts, i.e., the “fixed for fixed” criteria under ASC 815-40. The estimated fair value of the Derivative Warrants is measured at the end of each reporting period and an adjustment is reflected in fair value changes in derivatives in the consolidated statements of operations and comprehensive (loss) income. These are Level 3 recurring fair value measurements. The estimated fair value of the Derivative Warrants was determined using the (i) Black-Scholes model with stock price based on the OTCQX closing price of the Derivative Warrants issue date in December 2022 and as of December 31, 2022, and (ii) Monte Carlo simulation model with stock price based on the OTCQX closing price as of December 31, 2021. The assumptions used in the fair value calculations as of the balance sheet dates presented include the following: December 2022 (New Issuances) As of December 31, 2022 2021 Stock price per share $1.12 - $2.06 $0.76 $3.25 Risk-free annual interest rate 3.76% - 3.91% 3.99% - 4.11% 0.97% Exercise price $2.086 $1.25 - $2.086 $0.04 - $1.25 Weighted average volatility 77% 79% 73% Remaining life 4 years 1.98 - 3.96 years 3 years Forfeiture rate 0% 0% 0% Expected annual dividend yield 0% 0% 0% Volatility was estimated by using a weighting of the Company’s historical volatility and the average historical volatility of comparable companies from a representative peer group of publicly traded cannabis companies. The risk-free interest rate for the expected life of the Derivative Warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term. The expected life is based on the contractual term. If any of the assumptions used in the calculation were to increase or decrease, this could result in a material or significant increase or decrease in the estimated fair value of the derivative liability. For example, the following table illustrates an increase or decrease in certain significant assumptions as of the balance sheet dates: As of December 31, 2022 As of December 31, 2021 Input Effect of 10% Increase Effect of 10% Decrease Input Effect of 10% Increase Effect of 10% Decrease Stock price per share $ 0.76 $ 2,529 $ (2,396) $ 3.25 $ 12,781 $ (10,834) Volatility 79 % $ 2,070 $ (2,121) 73 % $ 4,473 $ (3,210) |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY | 15. EQUITY Authorized, Issued and Outstanding The authorized share capital of the Company consists of an unlimited number of Preferred Shares, SVS, Multiple Voting Shares, and Super Voting Shares. As of December 31, 2022, the Company had 196,686,372 SVS issued and outstanding and no Preferred Shares, Multiple Voting Shares, or Super Voting Shares issued and outstanding. In August 2021, all of the 149,000 previously issued and outstanding Super Voting Shares and all of the 4,000,000 previously outstanding Multiple Voting Shares were converted into SVS in accordance with their terms as described in Jushi Holdings Inc.’s Articles of Incorporation. All previously outstanding warrants to acquire Super Voting Shares and Multiple Voting Shares were also converted into warrants to acquire SVS, without any other amendment to the terms of such warrants. Private Placements In January 2022, the Company closed non-brokered private placement offerings for an aggregate 3,717,392 SVS at a price of $3.68 per share to an existing investor group for aggregate gross proceeds to the Company of $13,680. Warrants Each warrant entitles the holder to purchase one share of the same class of common share. The following table summarizes the status of our warrants and related transactions for each of the presented years: Non-Derivative Warrants Derivative Warrants Total Number of Warrants Weighted - Average Exercise Price Per Warrant Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (in Years) Balance, January 1, 2021 (1) 36,764,244 42,017,892 78,782,136 $ 1.31 $ 358,319 5.3 Granted (2) 300,000 — 300,000 $ 4.18 Exercised (7,658,196) (1,893,537) (9,551,733) $ 2.26 $ 31,343 Cancelled (250,000) — (250,000) $ 1.50 Balance, December 31, 2021 29,156,048 40,124,355 69,280,403 $ 1.19 $ 142,791 4.7 Granted (2)(3) 1,600,000 19,512,280 21,112,280 $ 2.06 Exercised (82,413) (4,261,433) (4,343,846) $ 1.26 $ 9,746 Balance, December 31, 2022 30,673,635 55,375,202 86,048,837 $ 1.40 $ 1,081 3.9 Exercisable, December 31, 2022 28,323,635 55,375,202 83,698,837 $ 1.38 $ 1,081 3.9 (1) Total number of outstanding warrants reflects the conversion of warrants to acquire Super Voting Shares and Multi-Voting shares into warrants to acquire Subordinate Voting Shares. (2) The non-derivative warrants were issued for consulting or other services, therefore, these compensatory warrants are accounted for as share-based payment arrangements. (3) Derivative warrants were issued to the Second Lien Notes Holders and the Acquisition Facility Lender. Refer to Note 14 - Derivative Liabilities for more information. The grant date fair value of the non-derivative warrants issued was determined using the Black-Scholes option-pricing model. The following assumptions were used for the calculations at date of issuance. Year Ended December 31, 2022 2021 2020 Weighted average stock price $1.74 $4.18 $2.08 Weighted average expected stock price volatility 81% 73% 81% Expected annual dividend yield —% —% —% Weighted average expected life of warrants 5.0 years 3.5 years 2.7 years Weighted average risk-free annual interest rate 3.48% 1.06% 0.35% Weighted average grant date fair value $1.13 $2.14 $1.00 Share-based payment award plans Plan summary and description The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) was initially adopted in April 2019, and was amended in June 2022. The 2019 Plan is administered by the Board of Directors, who have delegated to the Compensation Committee the ability to grant awards with Board of Directors’ review for directors and officers. The purpose of the 2019 Plan is to: (i) promote and retain employees, directors and consultants capable of assuring our future success; (ii) motivate management to achieve long-range goals; and (iii) to provide compensation and opportunities for ownership and alignment of interests with shareholders. The 2019 Plan permits the grant of: (i) Stock Options; (ii) Restricted Stock Awards; (iii) Restricted Stock Units; (iv) Stock Appreciation Rights; and (v) Other Awards. Any of the Company’s employees, officers, directors, and consultants are eligible to participate (each a Participant) in the 2019 Plan if selected by the board of directors or the Compensation Committee. The basis of participation of an eligible recipient of an Award under the 2019 Plan, and the type and amount of any Award that an individual will be entitled to receive under the 2019 Plan, will be determined by board of directors and/or Compensation Committee. The Board may suspend or terminate the 2019 Plan at any time. The Plan authorizes the issuance of up to 15% (plus an additional 2% inducements for hiring employees and senior management) of the number of outstanding shares of common stock (of all classes) of the Company (the “Share Reserve”). Incentive stock options are limited to the Share Reserve, and the maximum number of incentive awards available for issuance under the 2019 Plan, including additional awards available for certain new hires, was 1,549,777 as of December 31, 2022. Stock Options The stock options issued by the Company are options to purchase SVS of the Company. All stock options issued have been issued to directors and employees under the Company’s 2019 Plan. The following table summarizes the status of the Company’s options and related transactions for each of the presented years: Stock Options Weighted Average Exercise Price per Stock Options Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (in Years) Balance, January 1, 2021 9,573,834 $ 2.00 $ 36,909 8.4 Granted 11,486,952 $ 4.16 Exercised (291,664) $ 1.90 $ 881 Forfeited/expired (340,002) $ 3.23 Balance, December 31, 2021 20,429,120 $ 3.20 $ 11,583 8.7 Granted 13,686,806 $ 1.95 Exercised (324,998) $ 1.67 $ 620 Forfeited/expired (3,038,669) $ 4.02 Balance, December 31, 2022 30,752,259 $ 2.58 $ — 8.5 Exercisable, December 31, 2022 12,166,594 $ 2.46 $ — 7.2 The fair value of the stock options granted was determined using the Black-Scholes option-pricing model. The following assumptions were used for the calculation at date of grant: Year Ended December 31, 2022 2021 2020 Weighted average stock price $1.95 $4.16 $2.78 Weighted average expected stock price volatility 74.1% 73.0% 80.9% Expected annual dividend yield —% —% —% Weighted average expected life 5.7 years 6.0 years 5.9 years Weighted average risk-free annual interest rate 2.88% 1.23% 0.52% Weighted average grant date fair value $1.35 $2.61 $1.78 Restricted Stock The Company grants restricted SVS to independent directors, management, former owners of acquired businesses or assets, and to consultants and other employees. The restricted SVS are included in the issued and outstanding SVS, and the fair value of the restricted stock granted was SVS price at grant date. The following table summarized the status of our restricted stock and related transactions for each presented years: Unvested Restricted Stock Weighted-Average Grant-date Fair Value Price per Restricted Stock Average Intrinsic Value Weighted Average Remaining Vesting Term Issued and Outstanding as of January 1, 2021 6,438,186 $ 1.85 $ 37,728 1.7 Granted 65,398 $ 3.66 Vested and Released (3,424,954) $ 1.63 $ 14,251 Cancelled (219,479) $ 2.45 Issued and Outstanding as of December 31, 2021 2,859,151 $ 2.13 $ 9,292 1.2 Granted 86,952 $ 2.05 Vested and Released (1,789,784) $ 1.96 $ 3,601 Issued and Outstanding as of December 31, 2022 1,156,319 $ 2.45 $ 881 0.3 Share-based compensation cost The Company recorded share-based compensation costs related to previously issued stock options, restricted stocks and compensatory warrants totaling $23,073, $14,506 and $9,592 for the years ended December 31, 2022, 2021 and 2020, respectively, and are included in selling, general and administrative operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss). As of December 31, 2022, the Company had $19,246 of unrecognized share-based compensation cost related to unvested stock options, restricted stocks and warrants and is expected to be recognized as share-based compensation cost over a weighted average period of 1.4 years as follows: 2023 $ 13,485 2024 4,333 2025 1,128 2026 275 2027 25 $ 19,246 Other Equity |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES Details of the Company’s income tax expense are as follows: Year Ended December 31, 2022 2021 2020 Current tax expense: Federal $ 26,738 $ 25,501 $ 9,728 State 7,783 9,234 4,452 $ 34,521 $ 34,735 $ 14,180 Deferred tax benefit: Federal $ (17,780) $ (5,477) $ (2,650) State (8,332) (1,724) (962) Foreign (5,969) (3,874) (3,307) $ (32,081) $ (11,075) $ (6,919) Change in valuation allowance 6,008 5,965 3,362 Total income tax expense $ 8,448 $ 29,625 $ 10,623 The differences between the income tax expense and the expected income taxes based on the statutory tax rate applied to pre-tax earnings (loss) are as follows: Year Ended December 31, 2022 2021 2020 Loss (income) before income taxes $ (193,876) $ 47,104 (201,892) Statutory tax rate 21.00 % 21.00 % 21.00 % Tax benefit based on statutory rates $ (40,714) $ 9,892 $ (42,397) Difference in tax rates 2,500 16,753 (53,432) Gain on fair value of derivative (44,106) (50,482) 83,498 IRC Section 280E disallowed expenses 43,272 12,520 3,961 Share-based compensation 10,509 2,361 2,099 Interest expense and debt costs 13,718 3,616 1,549 Change in valuation allowance 6,008 5,965 3,362 State taxes, net 1,698 1,249 1,477 Change in uncertain tax positions 8,618 26,823 11,857 Change in state tax rates (2,557) — — Impairment expense 8,289 — — Bargain purchase gain — — (2,131) Other differences 1,213 928 780 Total income tax expense $ 8,448 $ 29,625 $ 10,623 Effective tax rate (4.4) % 62.9 % (5.3) % The amount of interest and penalties related to outstanding income tax liabilities recorded by the Company during the year ended December 31, 2022 was not material. Additionally, the Company’s income tax payable of $19,921 as of December 31, 2022 included deferral of certain 2022 estimated income tax payments. The Company files income tax returns in the U.S., various U.S. state jurisdictions, and Canada, which have varying statutes of limitations. As of December 31, 2022, with few exceptions, all tax filings remain open for assessment. Year-end deferred tax assets and liabilities were due to the following: Year Ended December 31, 2022 2021 Deferred tax assets: Lease liability $ 24,328 $ 26,261 Net operating losses 16,819 7,941 Financing fees 1,487 2,289 Start-up costs 661 820 Inventory 1,555 — Property and equipment — 957 Other deferred tax assets 619 1,295 Valuation allowance (17,397) (11,389) $ 28,072 $ 28,174 Deferred tax liabilities: Right-of-use assets $ (21,865) $ (24,406) Intangible assets (5,235) (20,851) Property and equipment (693) — Other deferred tax liabilities (80) (978) $ (27,873) (46,235) Net deferred tax asset (liabilities) (1) $ 199 $ (18,061) (1) Net deferred tax assets are included in other non-current assets while net deferred tax liabilities are included in non-current income tax liabilities in the consolidated balance sheets. Realization of deferred tax assets associated with the net operating loss carryforwards is dependent upon generating sufficient taxable income prior to their expiration. A valuation allowance to reflect management's estimate of the temporary deductible differences that may expire prior to their utilization has been recorded at December 31, 2022 and 2021. As of December 31, 2022, the Company had $50,412 of non-capital Canadian losses, $2,918 of capital Canadian losses, $8,177 of other foreign losses, $36,615 of state net operating losses which expire in 2032-2042. The Company has not recorded $14,531 of these state net operating losses as an unrecognized tax benefit. To the extent that the benefit from these loss carryforwards are not expected to be realized, the Company has recorded a valuation allowance as follows: $50,412 for non-capital Canadian losses, $2,918 for capital Canadian losses, $8,177 for other foreign losses, $1,840 for state net operating losses. As the Company operates in the legal cannabis industry, the Company is subject to the limits of Internal Revenue Code ("IRC") Section 280E for U.S. federal income tax purposes as well as state income tax purposes for all states except for California and Colorado. Starting with the 2022 tax year, Massachusetts and New York also decoupled from IRC Section 280E. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to cost of goods sold. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. The Company’s tax returns benefited from not applying IRC Section 280E to certain entities of the consolidated group either due to the entity not yet starting operations or because the entity had a separate trade or business that was not medical or recreational cannabis operations. The Company has also treated certain expenses as cost of sales for tax purposes which were treated as selling, general and administrative expenses for financial statement purposes. The Company determined that it is not more likely than not these tax positions would be sustained under examination. As a result, the Company has an uncertain tax liability of $57,200 and $41,990 as of December 31, 2022 and 2021, respectively, inclusive of interest and penalties, which is included in non-current income tax liabilities in the consolidated balance sheets. Additionally, there are unrecognized deferred tax benefits of $3,412 and $3,269 as of December 31, 2022 and 2021, respectively. The Company does not expect the unrecognized tax benefits will materially increase or decrease within the next 12 months. The total amount of interest and penalties related to the uncertain tax liability recorded in income tax expense for the year ended December 31, 2022 were $2,907 and $4,783, respectively. The total amount of interest and penalties related to the uncertain tax liability recorded within income tax expense for the year ended December 31, 2021, was $643 and $2,742, respectively. The total amount of interest and penalties related to the uncertain tax liability recorded within income tax expense for the year ended December 31, 2020, was $45 and $nil. A reconciliation of the beginning and ending amount of unrecognized tax benefits (exclusive of interest and penalties) are as follows: Balance at January 1, 2021 $ 21,135 Additions based on tax positions related to the current year 20,368 Balance at December 31, 2021 $ 41,503 Reductions based on lapse of statute of limitations (552) Additions based on tax positions related to the current year 1,452 Reductions based on tax positions related of the prior year (127) Additions for tax positions of prior years recorded to goodwill 5,982 Balance at December 31, 2022 $ 48,258 |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTERESTS | 17. NON-CONTROLLING INTERESTS The components of the Company’s non-controlling interests and related activity are as follows: Dalitso BHILH Jushi Europe Agape Other Non-material Interests Total Balance as of January 1, 2020 $ 9,642 $ — $ — $ — $ 18 $ 9,660 Acquisitions — 4,661 — 1,560 — 6,221 Purchase of non-controlling interests (8,359) (4,661) — — — (13,020) Cash contribution by partner — — 2,000 — — 2,000 Transactions with non-controlling interests — — — — (6) (6) (Loss) income (1,283) — (616) 2 (11) (1,908) Balance as of December 31, 2020 $ — $ — $ 1,384 $ 1,562 $ 1 $ 2,947 Purchases of non-controlling interests — — — (1,562) — (1,562) Loss — — (2,771) — (1) (2,772) Balance as of December 31, 2021 $ — $ — $ (1,387) $ — $ — $ (1,387) Balance as of December 31, 2022 $ — $ — $ (1,387) $ — $ — $ (1,387) Jushi Europe The Company’s non-controlling interests as of December 31, 2022 are comprised primarily of the non-controlling interest in Jushi Europe. In March 2020, the Company finalized its agreement to expand internationally through the establishment of Jushi Europe. Jushi Europe planned to build out its European business through a combination of strategic acquisitions, partnerships, and license applications, focused on supplying the highest-quality medical cannabis products to patients throughout Europe. During the first quarter of 2020, the Company received $2,000 in cash from the 49% investor partner. The Company owns 51% of Jushi Europe and is exposed, or has rights, to variable returns from Jushi Europe and has the power to govern the financial and operating policies of Jushi Europe through voting control so as to obtain economic benefits, and therefore the Company has consolidated Jushi Europe from the date of acquisition. During the fourth quarter of 2020, Jushi Europe entered into a credit agreement with a relative of the Jushi Europe non-controlling partner and received €500 (approximately $614) principal amount. In January 2021, Jushi Europe received €1,000 (approximately $1,214 as of December 31, 2021) principal amount pursuant to a credit agreement with an individual. These credit agreements accrue interest at 5% per annum, payable annually in arrears, and mature on November 11, 2024. The outstanding balance may be prepaid at any time prior to maturity without penalty and may be offset with receivables from the lender. Subsequent to December 31, 2021, it was determined that Jushi Europe was insolvent. The insolvency created an event of default under the unsecured credit agreements of Jushi Europe and the notes became immediately due and payable. In April 2021, Jushi Europe entered into an unsecured bridge loan with the Company (51% owner) and an investment partner for a total of €1,800 (~$2,141) principal amount, of which €900 (~$1,070) was contributed by the Company and is eliminated in consolidation. In September 2021, the parties amended the loan agreement and an additional €1,200 (~$1,390) in funding was provided for Jushi Europe, of which 51% was contributed by the Company and is eliminated in consolidation. The bridge loans, as amended, currently accrue interest at 0.5% per annum, which is the foreign marginal lending facility rate plus 25 basis points. All payments including interest are due on maturity, which is 180 days post amendment. These loans have not yet been repaid and are delinquent. In February 2022, Jushi Europe filed a notice of over-indebtedness with the Swiss courts. Accordingly, the Company determined that the assets of Jushi Europe were impaired and recognized an impairment loss of $4,561 for the year ended December 31, 2021. Then, the Swiss courts declared Jushi Europe’s bankruptcy in May 2022. As a result, Jushi Europe updated its corporate name to Jushi Europe SA in liquidation, which is on-going. Purchases of Non-Controlling Interests Agape In January 2021, the Company acquired the remaining 20% of the equity interests of Agape from the non-controlling shareholders for 500,000 SVS for total estimated fair value of $3,425, based on a market price of $6.85 per share on the date of close. As a result of the transaction, the Company recorded a decrease to non-controlling interests of approximately $1,562. The difference between the fair value of the consideration paid and the amount by which the non-controlling interest is adjusted was recognized in paid-in capital. The Company now owns 100% of the issued and outstanding shares of Agape. Dalitso In November and December 2020, the Company closed on a series of transactions pursuant to which the Company acquired all the remaining 38.24% equity interests of Dalitso for total consideration with an estimated fair value of $14,846. The consideration comprised of 3,294,478 SVS (with a total fair value of $12,053), $381 in cash, and an unsecured convertible promissory note of principal amount $2,412. Refer to “Acquisition-related promissory notes payable” in Note 12 - Debt for details of this convertible promissory note. The SVS were valued based on the closing price of the SVS as of the dates of the transactions. The Company now owns 100% of the issued and outstanding shares of Dalitso. TGSIH/BHILH In the first quarter of 2020, previous litigation involving a non-controlling interest holder in BHILH/TGSIH was settled resulting in an agreement for the Company to purchase the remaining approximately 25% interest in BHILH/TGSIH held by the non-controlling interest holders. In February 2020, the Company acquired the remaining approximately 25% interest in TGSIH for total consideration with an estimated fair value of $4,661 as of the date of the acquisition. The consideration comprised of $2,000 in cash (of which $150 related to the legal settlement and was expensed), 633,433 Subordinate Voting Shares (fair value $811), and $2,000 in 10% Senior Notes (fair value $1,325) with 950,148 warrants (fair value $675) to acquire Subordinate Voting Shares at an exercise price of ~$1.57 (the exercise price has since been updated to $1.25 as a result of a subsequent down-round). The Company now owns 100% of TGSIH. Grover Beach In March 2021, the Company closed on the acquisition of approximately 78% of the equity of Grover Beach, with the rights to acquire the remaining equity for one dollar in the future. In September 2022, the Company exercised its rights to acquire the remaining 22%, and as such the Company now owns 100% of Grover Beach.. |
(LOSS) EARNINGS PER SHARE
(LOSS) EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
(LOSS) EARNINGS PER SHARE | 18. (LOSS) EARNINGS PER SHARE The reconciliations of the net income (loss) and the weighted average number of shares used in the computations of basic and diluted loss (earnings) per share attributable to Jushi shareholders are as follows: Year Ended December 31, 2022 2021 2020 Numerator: Net (loss) income and comprehensive (loss) income attributable to Jushi shareholders $ (202,324) $ 20,251 $ (210,607) Dilutive effect of net income from derivative warrants (91,887) (104,594) — Net loss and comprehensive loss attributable to Jushi shareholders - diluted $ (294,211) $ (84,343) $ (210,607) Denominator: Weighted-average shares of common stock - basic 190,021,550 170,292,035 108,485,158 Dilutive effect of derivative warrants 14,213,882 31,318,216 — Weighted-average shares of common stock - diluted 204,235,432 201,610,251 108,485,158 (Loss) earnings per share - basic $ (1.06) $ 0.12 $ (1.94) (Loss) earnings per share - diluted $ (1.44) $ (0.42) $ (1.94) In August 2021, all the 149,000 previously issued and outstanding Super Voting Shares and all the 4,000,000 previously outstanding Multiple Voting Shares were converted into SVS in accordance with their terms as described in Jushi Holdings Inc.’s Articles of Incorporation. Refer to Note 15 - Equity. The number of basic and diluted weighted-average shares outstanding for 2021 assumes the conversion of the Multi Voting Share and Super Voting Shares into SVS as of the beginning of the year. Other than voting rights, the Multi Voting Shares and Super Voting Shares had the same rights as the SVS and therefore all these shares are treated as the same class of common stock for purposes of the earnings (loss) per share calculations. The following table summarizes equity instruments that may, in the future, have a dilutive effect on loss per share, but were excluded from consideration in the computation of diluted net loss per share for the years ended December 31, 2022, 2021 and 2020 because the impact of including them would have been anti-dilutive: December 31, 2022 2021 2020 Stock options 30,752,259 20,429,120 9,573,834 Non-derivative warrants 30,673,635 29,156,048 36,764,244 Unvested restricted stock awards 1,156,319 2,859,151 6,438,186 Convertible promissory notes — 910,000 930,000 62,582,213 53,354,319 53,706,264 |
OPERATING EXPENSES
OPERATING EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
OPERATING EXPENSES | 19. OPERATING EXPENSES The major components of operating expenses are as follows: Year Ended December 31, 2022 2021 2020 Salaries, wages and employee related expenses $ 71,237 $ 58,228 $ 21,781 Share-based compensation expense 23,073 14,506 9,592 Rent and related expenses 13,162 9,722 5,243 Depreciation and amortization expense 12,724 5,805 4,154 Professional fees and legal expenses 10,371 6,507 3,975 Indefinite-lived intangible asset impairment 111,515 — — Goodwill impairment 39,643 1,783 — Tangible long-lived asset impairment 8,487 4,561 — Other expenses (1) 25,599 18,047 10,150 Total operating expenses $ 315,811 $ 119,159 $ 54,895 (1) Other expenses are primarily comprised of marketing and selling expenses, insurance costs, administrative and application fee, software and technology costs, travel, entertainment and conferences and other. |
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE) | 20. OTHER INCOME (EXPENSE) The components of other income (expense), net are as follows: Year Ended December 31, 2022 2021 2020 Net gains on business combinations $ — $ — $ 10,149 (Losses) gains on investments and financial assets (523) 1,216 (2,473) Losses on debt redemptions/extinguishments/modifications (18,858) (3,815) (1,853) Gains (losses) on legal settlements 24 10,350 (2,217) Other (losses) gains (482) 558 96 Other (expense) income, net $ (19,839) $ 8,309 $ 3,702 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 21. RELATED PARTY TRANSACTIONS The Company had the following related party transactions: Year Ended December 31, As of December 31, 2022 2021 2020 2022 2021 Nature of transaction Related Party Income (Expense) Related Party Receivable (Payable) Management services agreements (1) $ — $ (42) $ (248) $ — $ — Senior Notes - interest expense and principal amount (2) $ (26) $ (4) $ (2,305) $ — $ (1,194) Second Lien Notes - interest expense and principal amount (3) $ (138) $ — $ — $ (17,491) $ — Other debt (4) $ — $ — $ — $ (3,189) $ (3,384) Loans to senior key management - interest income (5) $ — $ 90 $ 21 $ — $ — (1) Includes fees paid to entities controlled by the Company’s Chief Executive Officer, James Cacioppo, for shared costs of administrative services, the provision of financial and research-related advice, and sourcing and assisting in mergers, acquisitions and capital transactions. These amounts are included in operating expenses within the consolidated statements of operations and comprehensive income (loss). (2) Fo r the year ended December 31, 2022, interest expense includes amounts related to certain senior key management, directors and other employees as well as a significant investor. Interest expense for year ended December 31, 2022 and 2021 cannot be reliably determined as the majority of the Senior Notes are publicly traded. Principal amounts outstanding as of December 31, 2022 and 2021 are also estimates for this reason. (3) Fo r the year ended December 31, 2022, the Second Lien Notes payable and the related interest expense includes amounts related to a director as well as a significant investor. (4) Refer to Note 17 - Non-Controlling Interests for details of other loans from related parties. (5) In January 2021, an executive received a loan from the Company of $174 for withholding tax requirements for RSAs issued to the executive, which was repaid in full via payroll deductions. In April 2019, the Company entered into promissory notes with certain executives for the purchase of restricted stock, pursuant to which those executives borrowed an aggregate of $1,813 at a rate of 2.89% per annum, compounded annually. As these loans were non-recourse loans under the accounting guidance they were not reflected in the consolidated balance sheet or table above. As of December 31, 2021, all these balances plus accrued interest have been settled. The balances including accrued interest were settled as part of the executive’s regular pay and bonus, severance or via shares repurchased by the Company. During the year ended December 31, 2021, the Company received 471,757 shares from key management personnel in full settlement of principal amount $2,007 outstanding promissory notes and related interest. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 22. COMMITMENTS AND CONTINGENCIES Contingencies Although the possession, cultivation and distribution of cannabis for medical and recreational use is permitted in certain states, cannabis is classified as a Schedule-I controlled substance under the U.S. Controlled Substances Act and its use remains a violation of federal law. The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management believes that the Company is in material compliance with applicable local and state regulations as of December 31, 2022, marijuana regulations continue to evolve and are subject to differing interpretations. As a result, the Company could be subject to regulatory fines, penalties or restrictions at any time. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis would likely result in the Company’s inability to proceed with the Company’s business plans. In addition, the Company’s assets, including real property, cash and cash equivalents, equipment, inventory and other goods, could be subject to asset forfeiture because cannabis is still federally illegal. Refer to Note 16 - Income Taxes for certain tax-related contingencies and to Note 7 - Acquisitions for acquisition-related contingent consideration liability. Claims and Litigation Any proceeding that may be brought against the Company could have a material adverse effect on the Company’s business plans, financial condition and results of operations. From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of December 31, 2022, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s financial results. There are also no material 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. Refer to Note 17 - Non-Controlling Interests for the information regarding the bankruptcy of Jushi Europe, and Note 25 - Subsequent Events for other pending matters. Commitments In addition to the contractual obligations outlined in Note 12 - Debt and Note 13 - Leases, the Company has the following commitments as of December 31, 2022: Property and Construction Commitments In connection with various license applications, the Company may enter into conditional leases or other property commitments which will be executed if the Company is successful in obtaining the applicable license and/or resolving other contingencies related to the license or application. In addition, the Company expects to incur capital expenditures for leasehold improvements and construction of buildouts of certain locations, including for properties for which the lease is conditional on obtaining the applicable related license or for which other contingencies exist. If the Company were to be unsuccessful in obtaining a particular license or certain other conditions are not met, the previously capitalized improvements and buildouts relating to that license may need to be expensed in future periods in the statements of operations and comprehensive income (loss). 401(k) Plan The Company maintains a 401(k) plan, which is generally available to eligible employees. The Company makes safe harbor matching contributions, subject to a maximum contribution of 4% of the participant’s compensation. The employer matching contributions to the 401(k) plan were $1,030, $616 and $327 for the years ended December 31, 2022, 2021 and 2020 , respectively. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS | 23. FINANCIAL INSTRUMENTS The following table sets forth the Company’s financial assets and liabilities, subject to fair value measurements on a recurring basis, by level within the fair value hierarchy: As of December 31, 2022 2021 Financial assets: (1) Equity investment (2) $ 977 $ 1,500 Total financial assets $ 977 $ 1,500 Financial liabilities: (1) Derivative liabilities (3) $ 14,134 $ 92,435 Contingent consideration liabilities (4) 4,793 8,223 Total financial liabilities $ 18,927 $ 100,658 (1) The Company has no financial assets or liabilities in Level 1 or 2 within the fair value hierarchy as of December 31, 2022 and 2021, and there were no transfers between hierarchy levels during the years ended December 31, 2022 and 2021. (2) The Company adjusted its equity investment carrying value as of December 31, 2022 to reflect its equity balance of the investee, resulting in the recording of a loss on investment of $523 during the year ended December 31, 2022. The loss on investment is included within other income (expenses), net in the consolidated statements of operations and comprehensive income (loss). (3) Refer to Note 14 - Derivative Liabilities (4) Refer to Note 7 - Acquisitions The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and certain accrued expenses, and certain other assets and liabilities held at amortized cost, approximate their fair values due to the short-term nature of these instruments. The equity investment approximates its fair value at December 31, 2022 and 2021, respectively. The carrying amounts of the promissory notes approximate their fair values as the effective interest rates are consistent with market rates. The carrying amount of the Second Lien Notes and the Senior Notes approximates its fair values as of December 31, 2022 and 2021, respectively. |
BUSINESS CONCENTRATION
BUSINESS CONCENTRATION | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
BUSINESS CONCENTRATION | 24. BUSINESS CONCENTRATION There was no single customer that amounted to more than 10% of the Company’s total sales for the years ended December 31, 2022, 2021 and 2020. Accounts receivable from customers that amounted to more than 10% of the Company’s accounts receivable as of December 31, 2022 and 2021 are as follows: As of December 31, 2022 2021 Customer A * 22% Customer B 10% 22% Customer C * 13% Customer D * 11% * Less than 10% of accounts receivable, net The Company purchased inventory from vendors that amounted to more than 10% of the Company’s total purchases for the years ended December 31, 2022, 2021 and 2020 are as follows: Year Ended December 31, 2022 2021 2020 Vendor A 24% 25% 23% Vendor B 13% 11% 11% Vendor C * * 15% * Less than 10% of total product purchases |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 25. SUBSEQUENT EVENTS Manassas loan agreement On April 6, 2023, sub sidiaries of the Company entered into a loan agreement (the “Loan Agreement”) with FVCbank (the “Lender”) for a commercial loan in an aggregate principal amount of $20,000 (the “Loan”). The Loan has a five (5) year term and is principally secured by the Company’s cultivation and manufacturing facility located in Manassas, Virginia. The Loan will bear interest based on the 30-day average secured overnight financing rate plus 3.55%, with a floor rate of not less than 8.25%, which was the interest rate as of April 6, 2023 . The Loan Agreement contains a debt service coverage ratio, and other covenants with which we are required to comply. Additionally, the Loan Agreement contains customary events of default, including failure to repay the Loan when due. Any event of default, if not cured or waived in a timely manner, could result in the acceleration of the Loan under the Loan Agreement. MJ Market matter On March 31, 2023, MJ’s Market (“MJ’s”), Inc. filed a complaint in federal district court in Massachusetts adverse to Jushi Holdings, Inc. and the following of its subsidiaries, including Jushi MA, Inc., Jushi Inc. and Nature’s Remedy of Massachusetts (“collectively, Jushi”), as well as the former owners and affiliates of Nature’s Remedy of Massachusetts (“Complaint”). The Complaint centrally claims that the structure of the Nature’s Remedy of Massachusetts transaction providing for increased purchase price consideration if there is no competing dispensary within 2,500 foot radius by certain time periods, and the Company’s filing with the Massachusetts Superior Court an appeal of the Town of Tyngsborough’s decision to approve MJ’s facility in contradiction of its own zoning bylaws are violations of the Sherman Antitrust Act, Massachusetts Antitrust Act, and Massachusetts Consumer Protection Act, as well as interference with contractual relations and abuse of process. The Company vehemently denies such allegations, and plans to vigorously defend the Complaint. CEO employment agreement amendment In March 2023, the Company and one of its wholly subsidiary, JGMT, LLC, and Company’s Chief Executive Officer and Chairman of the Board of Directors (“CEO”) entered into an amendment to the existing employment agreement (the "Amendment") pursuant to which the CEO agreed to receive the $750 annual cash bonus that would otherwise have been paid to him in March 2023 in the following alternative form: (i) a lump sum cash payment in the amount of $250, (ii) $750 aggregate principal amount of Second Lien Notes 12% second lien notes due December 7, 2026, and (iii) fully-detached warrants to purchase up to approximately $375 worth of the Company’s subordinate voting shares (“Warrants”), with such warrants to be priced and issued as soon as practicable in accordance with US and Canadian securities laws. The warrants, when issued, will have an exercise price per subordinate voting share equal to the greater of: (a) a twenty-five percent (25%) premium to the volume-weighted average price per share of the Company’s subordinate voting shares on the Canadian Securities Exchange (converted into U.S. Dollars at an exchange rate determined by the Company in good faith) over the trailing ten (10) trading day period prior to the date the Warrants are issued, and (b) the fair market value of the Company’s subordinate voting shares on the Canadian Securities Exchange (converted into U.S. Dollars at an exchange rate determined by the Company in good faith) on the date the Warrants are issued. Each component of the annual bonus shall be paid or issued on March 15, 2023, or as soon as practicable thereafter, as determined by the Board in its sole discretion, but in no event later than December 31, 2023, subject to the Company’s collection of all applicable withholding taxes, and provided the CEO remains employed by the Company on the applicable payment date. The Company does not expect the Warrants to be issued to the CEO until after the Company's Quarterly Report on Form 10-Q for the second quarter of 2023 is filed. Sammartino matter On February 28, 2023, the Company informed Sammartino Investments LLC (“Sammartino”), the former owner of Nature’s Remedy and certain of its affiliates, that Sammartino had breached several provisions of the Merger and Membership Interest Purchase Agreement (as amended, the “MIPA”) and/or fraudulently induced the Company to enter into, and not terminate, the MIPA. As a consequence of these breaches and the fraudulent inducement, the Company informed Sammartino that the Company had incurred significant damages, and pursuant to the terms of the MIPA the Company had elected to offset these damages against certain promissory notes and shares the Company was to pay and issue, respectively, to Sammartino, and that Sammartino would be required to pay the remainder in cash. On March 13, 2023, Sammartino responded to the Company by alleging various procedural deficiencies with the Company’s claim and provided the Company with a notice that the Company was in default of the MIPA for failing to issue certain shares of the Company to Sammartino. On March 21, 2023, Sammartino sent a second notice that the Company was in default of the promissory notes for failing to pay interest pursuant to their specified schedule. On March 23, 2023, the Company sent a second letter to Sammartino disputing each procedural deficiency claimed by Sammartino and disputing that the Company is in default of the MIPA or the promissory notes and that it properly followed the terms of the various agreements in electing to set off the damages. Refer to Note 7 - Acquisitions and Note 12 - Debt for additional information on the acquisition of Nature’s Remedy. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | The accompanying consolidated financial statements present the consolidated financial position and operations of Jushi Holdings Inc. and its subsidiaries and entities over which the Company has control, in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The accounts of the subsidiaries are prepared for the same reporting period using consistent accounting policies. Intercompany balances and transactions are eliminated in consolidation. |
Going Concern and Liquidity | As reflected in these consolidated financial statements, the Company has incurred a loss from operations of $220,333, including non-cash asset impairment charges of $159,645, and used net cash of $21,416 for operating activities for the year ended December 31, 2022, and as of that date, the Company’s current liabilities exceeded its current assets by $37,577. Since inception, management has focused on building a diverse portfolio of assets in attractive markets to vertically integrate its business. As such, the Company has incurred losses as it continues to expand. Management has put in place plans to increase the profitability of the business in fiscal year 2023 and beyond. In order to achieve profitable future operations, management begun to commercialize production from its recently expanded grower-processing facilities in Pennsylvania and Virginia, as well as implemented a cost-savings and efficiency optimization plan which includes, among others, reduction in labor and packaging costs as well as operating efficiencies at the Company’s retail and grower-processing facilities. As a result of the above, substantial doubt exists about the Company’s ability to continue as a going concern within the next twelve months from the date these financial statements are issued. Management intends to fund the Company’s operations, capital expenditures and debt service with existing cash and cash equivalents on hand, cash generated from operations and, as needed, future financing (equity and/or debt) as well as the potential sales of non-core assets. The ability to continue as a going concern is dependent upon profitable future operations and positive cash flows from operations as well as future financing and/or sales of assets if necessary. There is no assurance that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |
Functional and Reporting Currency | Functional and Reporting Currency The functional currency of the Company and its subsidiaries, as determined by management, is the U.S. dollar. The Company’s reporting currency is the U.S. Dollar. These consolidated financial statements are presented in thousands of U.S. dollars unless otherwise noted. Transactions in foreign currencies are recorded at a rate of exchange approximating the prevailing rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the statement of financial position date are translated into the functional currency at the foreign exchange rate in effect at that date. Realized and unrealized exchange gains and losses are recognized through profit and loss. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements and accompanying notes requires us to make estimates and assumptions that affect amounts reported. Estimates are used to account for certain items such as the valuation of |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions and cash held at retail locations. Cash and cash held in money market investments are carried at fair value. When the use of a cash balance is subject to regulatory or contractual restrictions and therefore not available for general use by the Company, the Company classifies the cash as restricted cash. The Company maintains cash with various U.S. financial institutions with balances in excess of the Federal Deposit Insurance Corporation limits. The failure of a financial institution where the Company has significant deposits could result in a loss of a portion of such cash balances in excess of the insured limit, which could materially and adversely affect the Company’s business, financial condition and results of operations. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: As of December 31, 2022 2021 2020 Cash and cash equivalents $ 26,196 $ 94,962 $ 85,857 Restricted cash 950 525 — Cash, cash equivalents and restricted cash $ 27,146 $ 95,487 $ 85,857 |
Accounts Receivable and Expected Credit Losses | Accounts Receivable and Expected Credit Losses Accounts receivable are recorded at the invoiced amount and do not bear interest. Expected credit losses (or “allowance”) reflects the Company’s estimate of amounts in its existing accounts receivable that may not be collected due to customer claims or customer inability or unwillingness to pay. Collectability of accounts receivable is reviewed on an ongoing basis. Expected credit losses are determined based on a combination of factors, including the Company’s risk assessment regarding the specific exposures, credit worthiness of its customers, historical collection experience and length of time the receivables are past due. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. The Company’s charges to provision for credit losses and write-off of uncollectible receivables during each financial periods presented in the consolidated statements of operations and comprehensive income (loss) and its related allowance at each respective balance sheet date were not material given that a significant majority of the Company’s sales were collected in cash at the point of sale. |
Inventories | Inventories Inventories are comprised of raw materials, work in process, finished goods and packaging materials. Inventories primarily consist of cannabis plants, dried cannabis, cannabis trim, and cannabis derivatives such as oils and edible products, and accessories. Inventories are initially recorded at cost and subsequently at the lower of cost or net realizable value. Costs incurred during the growing and production processes are capitalized as incurred, as adjusted for estimated normal capacity and expected yields when incurred. These costs include direct materials, labor and manufacturing |
Property, Plant and Equipment | Property, Plant and EquipmentProperty, plant, and equipment (“PP&E”) are measured at cost less accumulated depreciation, and impairment losses, if applicable. Purchased property and equipment are initially recorded at cost, or, if acquired in a business combination, at the acquisition date fair value. Finance lease right-of-use assets are recognized at inception based on the present value of minimum future lease payments. Land has an unlimited useful life and is, therefore, not depreciated. An asset’s residual value, useful life and depreciation method are reviewed annually and adjusted prospectively if necessary. Construction-in-process (“CIP”) represents assets under construction and is measured at cost, including borrowing costs incurred during the construction of qualifying assets. When construction on a property is complete and available for use, the cost of construction which has been included in CIP will be reclassified to buildings and improvements, leasehold improvements or furniture and fixtures, as appropriate, and depreciated. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Property and equipment, as well as right-of-use assets and definite lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require these long-lived assets to be tested for possible impairment and the Company’s analysis indicates that a possible impairment exists based on an estimate of undiscounted future cash flows, the Company is required to estimate the fair value of the asset. An impairment charge is recorded for the excess of the asset’s or asset group’s carrying value over its fair value, if any. Asset groups have identifiable cash flows and are largely independent of other asset groups. The Company assesses the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including recent third-party comparable sales and discounted cash flow models. The Company’s impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, and other assumptions. |
Business Combinations | Business Combinations Acquisitions are assessed under ASC 805 Business Combinations, and judgement is required to determine whether a transaction qualifies as an asset acquisition or business combination. The Company includes in these financial statements the results of operations of the businesses acquired from the acquisition date. Acquisition-related expenses are recognized separately from a business combination and are expensed as incurred. The Company allocates the purchase price of the business combination to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. To the extent the fair value of the net assets acquired, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized in the statement of operations and comprehensive income (loss). Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. No goodwill is recognized in an asset acquisition. |
Variable Interest Entities | Variable Interest Entities The Company determines at the inception of each arrangement whether an entity in which the Company has made an investment or in which it has other variable interests is considered a variable interest entity (“VIE”). The Company consolidates VIEs when it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has the power to direct activities that most significantly affect the economic performance of the VIE and has the obligation to absorb the majority of their losses or benefits. If the Company is not the primary beneficiary in a VIE, the VIE will be accounted for in accordance with other applicable accounting guidance. Periodically, the Company assesses whether any changes in the Company’s interest or relationship with the entity affect the determination of whether the entity is a VIE and, if so, whether the Company is the primary beneficiary. |
Intangible Assets | Intangible AssetsIntangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. The estimated useful lives, residual values and amortization methods are reviewed annually, and any changes in estimates are accounted for prospectively. Finite lived intangible assets are amortized using the straight-line method over their estimated useful lives. |
Goodwill and Indefinite Lived Intangibles | Goodwill and Indefinite Lived Intangibles In accordance with ASC 350 Intangibles - Goodwill and Other, the Company reviews goodwill and indefinite lived intangibles for impairment at the reporting unit level annually, or, when events or circumstances dictate, more frequently. At the time of a business combination, goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. The Company first performs a qualitative assessment to determine if it is more-likely-than-not that the reporting unit’s carrying value, which includes goodwill and intangibles, is less than its fair value, indicating a potential for impairment, and therefore requiring a quantitative assessment. If the Company determines that a quantitative impairment test is required, the Company typically uses a combination of an income approach, i.e., a discounted cash flow calculation, and a market approach, i.e., using a market multiple method, to determine the fair value of each reporting unit, and then compare the fair value to its carrying amount to determine the amount of impairment, if any. If a reporting unit’s fair value is less than its carrying amount, the Company would record an impairment charge based on that difference, up to the amount of goodwill and intangibles allocated to that reporting unit. The quantitative impairment test requires the application of a number of significant assumptions, including estimated revenue growth rates, profit margins, terminal value growth rates, market multiples, and discount rates. The projections of future cash flows used to assess the fair value of the reporting units are based on the internal operation plans reviewed by management. The market multiples are based on comparable public company multiples. The discount rates are based on the risk-free rate of interest and estimated risk premiums for the reporting units at the time the impairment analysis is prepared or such evaluation date. |
Leases | Leases In accordance with ASC 842 Leases, the Company determines if an arrangement is a lease at inception. When a leasing arrangement is identified, a determination is made at inception as to whether the lease is an operating or a finance lease. Operating lease right-of-use (“ROU”) assets and operating lease (current and non-current) liabilities and finance lease ROU assets and finance lease (current and non-current) liabilities are recognized in the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and are expensed in the consolidated statements of operations on a straight-line basis over the lease term. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset in which the Company obtains substantially all of the economic benefits and the right to direct the use of the asset during the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, using a discount rate equivalent to the Company’s incremental borrowing rate for a term similar to the estimated duration of the lease, as the rates implicit in the Company’s leases are not readily available. Payments that are not fixed at the commencement of the lease are considered variable and are excluded from the ROU asset and lease liability calculations. For finance leases, interest expense on lease liabilities is recognized using the effective interest method, and amortization of the related ROU asset is on a straight-line basis. Refer to Property, Plant and Equipment above for the useful lives of finance lease ROU assets. Operating lease cost, which includes the interest on the lease liability and amortization of the related ROU asset, is recognized on a straight-line basis over the lease term. Topic 842 requires lessees to discount lease payments using the rate implicit in the lease if that rate is readily available in accordance with Topic 842. If that rate cannot be readily determined, the lessee is required to use its incremental borrowing rate. The Company generally uses the incremental borrowing rate when initially recording leases. Information from the lessor regarding the fair value of underlying assets and initial direct costs incurred by the lessor related to the leased assets is not available. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Topic 842 requires lessees to estimate the lease term. In determining the period which the Company has the right to use an underlying asset, management considers the non-cancellable period along with all facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. |
Leases | Leases In accordance with ASC 842 Leases, the Company determines if an arrangement is a lease at inception. When a leasing arrangement is identified, a determination is made at inception as to whether the lease is an operating or a finance lease. Operating lease right-of-use (“ROU”) assets and operating lease (current and non-current) liabilities and finance lease ROU assets and finance lease (current and non-current) liabilities are recognized in the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and are expensed in the consolidated statements of operations on a straight-line basis over the lease term. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset in which the Company obtains substantially all of the economic benefits and the right to direct the use of the asset during the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, using a discount rate equivalent to the Company’s incremental borrowing rate for a term similar to the estimated duration of the lease, as the rates implicit in the Company’s leases are not readily available. Payments that are not fixed at the commencement of the lease are considered variable and are excluded from the ROU asset and lease liability calculations. For finance leases, interest expense on lease liabilities is recognized using the effective interest method, and amortization of the related ROU asset is on a straight-line basis. Refer to Property, Plant and Equipment above for the useful lives of finance lease ROU assets. Operating lease cost, which includes the interest on the lease liability and amortization of the related ROU asset, is recognized on a straight-line basis over the lease term. Topic 842 requires lessees to discount lease payments using the rate implicit in the lease if that rate is readily available in accordance with Topic 842. If that rate cannot be readily determined, the lessee is required to use its incremental borrowing rate. The Company generally uses the incremental borrowing rate when initially recording leases. Information from the lessor regarding the fair value of underlying assets and initial direct costs incurred by the lessor related to the leased assets is not available. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Topic 842 requires lessees to estimate the lease term. In determining the period which the Company has the right to use an underlying asset, management considers the non-cancellable period along with all facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. |
Segment | Segment The Company operates a vertically integrated cannabis business in one reportable segment for the cultivation, manufacturing, distribution and sale of cannabis in the U.S. All of the Company’s revenues were generated within the U.S., and substantially all long-lived assets are located within the U.S. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606 Revenue from Contracts with Customers (“ASC 606”). ASC 606 requires revenue to be recognized when control of the promised goods or services are transferred to customers at an amount that reflects the consideration that the Company expects to receive. Application of ASC 606 requires a five-step model applicable to all product offering revenue streams as follows: (1) Identify a customer along with a corresponding contract; (2) Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; (3) Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; (4) Allocate the transaction price to the performance obligation(s) in the contract; and (5) Recognize revenue when or as the Company satisfies the performance obligation(s). Contract assets, as defined in ASC 606, include amounts that represent the right to receive payment for goods and services that have been transferred to the customer with rights conditional upon something other than the passage of time. Contract liabilities are defined in the standard to include amounts that reflect obligations to provide goods and services for which payment has been received. The Company has no contract assets or unsatisfied performance obligations as of each balance sheet date presented in its consolidated balance sheets. The Company’s contracts with customers for the sale of dried cannabis, cannabis oil and other cannabis related products may consist of multiple performance obligations. Revenue from the direct sale of cannabis to customers for a fixed price is recognized when the Company transfers control of the goods to the customer at the point of sale and the customer has paid for the goods. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. Revenue is measured based on the amount of consideration that the Company can expect to receive in exchange for those goods or services, reduced by promotional discounts and estimates for return allowances and refunds. Taxes collected from customers for remittance to governmental authorities are excluded from revenue. For some of its locations, the Company offers a loyalty reward program to its dispensary customers. A portion of the revenue generated in a sale is allocated to the loyalty points earned. The Company records a reduction in revenue and a liability based on the estimated probability of the point obligation incurred, calculated based on a standalone selling price of each point. Loyalty reward credits issued as part of a sales transaction results in revenue being deferred until the loyalty reward is redeemed by the customer. Loyalty points expire six months from award date and the Company expects outstanding loyalty points to be redeemed within six months. |
Cost of Goods Sold | Costs of Goods Sold Cost of goods sold includes the costs directly attributable to revenue recognition and includes compensation and fees for services, travel and other expenses for services and costs of products and equipment. |
Operating Expenses | Operating Expenses Operating expenses represent costs incurred at the Company’s corporate and administrative offices, primarily related to: compensation expenses, including share-based compensation; depreciation and amortization; professional fees and legal expenses; marketing, advertising and selling costs; facility-related expenses, including rent and security; insurance; software and technology expenses; impairments; and acquisition and deal costs. Advertising and promotion costs are included as a component of operating expenses and are expensed as incurred. |
Stock-Based Payment Arrangements | Share-Based Payment Arrangements The Company accounts for equity-settled share-based payments in accordance with ASC 718 Compensation – Stock Compensation, which requires the Company to recognize share-based compensation expenses related to grants of stock options, restricted stock awards (“RSAs”) and compensatory warrants to employees and non-employees based on the fair value of the share-based payments over the vesting period with a corresponding offsetting amount to paid-in capital within equity in the accompanying consolidated balance sheets. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period. No adjustment is made to any expense recognized in prior periods if vested stock options or warrant awards expire without being exercised. For share-based payments made prior to 2023, the Company recorded the share-based compensation expenses using the graded vesting basis and are included in selling, general and administrative operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss). The fair value of stock options and compensatory warrants is estimated using the Black-Scholes valuation model, which requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term. The |
Income Taxes | Income Taxes Income tax expense is the total of the cu rrent period income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. As the Company operates in the legal cannabis industry, the Company is subject to the limits of Internal Revenue Code (“IRC”) Section 280E for U.S. federal income tax purposes as well as state income tax purposes for all states except for California and Colorado. Starting with the 2022 tax year, Massachusetts and New York also decoupled from IRC Section 280E. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to sales of product, i.e. the cost of producing the products or cost of production. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. In accordance with ASC 740 Income Taxes, a tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater t han 50% likely of being realized upon examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The Company is treated as a U.S. corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes, the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company (as defined in the Income Tax Act (Canada)) for Canadian income tax purposes. As a result, the Corporation is subject to taxation both in Canada and the U.S. |
Earnings Per Share, Policy | Earnings or Loss per Share Basic earnings or loss per share is computed by dividing the net income or loss attributable to Jushi shareholders by the basic weighted average number of shares of common stock outstanding for the period. Diluted earnings or loss per share is computed by dividing the net income or loss attributable to Jushi shareholders by the sum of the weighted average number of shares of common stock outstanding for the period, and the number of additional shares of common stock that would have been outstanding if the Company’s outstanding potentially dilutive securities had been issued. Potentially dilutive securities include stock options, warrants, unvested restricted stock, convertible promissory notes, and vested restricted stock issued to employees for which a corresponding non-recourse promissory note receivable with the employee is outstanding until the notes are repaid. The dilutive effect of potentially dilutive securities is reflected in diluted earnings or loss per share by application of the treasury stock method, except if its impact is anti-dilutive. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: (i) Level 1 – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; (ii) Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by the observable market data for substantially the full term of the assets or liabilities; (iii) Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Refer to Note 23 - Financial Instruments. |
Emerging Growth Company | Emerging Growth Company As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed in Recent Accounting Pronouncements reflect this election. |
Reclassification of Prior Year Presentation | Reclassification of prior year presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. Adjustments have been made to: (i) the consolidated statements of cash flows to reclassify the presentation of uncertain tax position from change in accounts payable, accrued expenses and other current current liabilities to deferred income taxes and uncertain tax positions of $26,823 and $11,857 for the years ended December 31, 2021 and 2020, respectively, and (ii) the consolidated balance sheets to reclassify the presentation of certain other non-current liabilities from Debt, net - current portion to Other liabilities - non current of $3,173 as of December 31, 2021. These reclassifications had no effect on the reported net cash flows used in operating activities included in the consolidated statements of cash flows, or total non-current liabilities in the consolidated balance sheets. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adoption of New Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04) . The FASB issued guidance eliminates the performance of Step 2 from the goodwill impairment test. In performing its annual or interim impairment testing, an entity will instead compare the fair value of the reporting unit with its carrying amount and recognize any impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The amendments in this ASU are effective for the Company for fiscal years beginning after December 15, 2022 with early adoption permitted, as amended by ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) and ASU 2021-03, Intangibles—Goodwill and Other (Topic 350) . The Company early adopted ASU 2017-04 in 2022. See Note 8 - Goodwill and Other Intangible Assets for additional information. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The FASB issued guidance to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2021. The adoption of this standard in 2022 did not have a material impact on the Company’s consolidated financial statements. Accounting Standards Issued But Not Yet Adopted In June 2020, the FASB issued ASU 2020-06 Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The FASB issued guidance requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree prepared financial statements in accordance with generally accepted accounting principles). The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . The FASB issued guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements . The FASB issued guidance clarifies the accounting for leasehold improvements associated with common control leases, by requiring that leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset through a lease. Additionally, leasehold improvements associated with common control leases should be accounted for as a transfer between entities under common control through an adjustment to equity if, and when, the lessee no longer controls the use of the underlying asset. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Revision of the Condensed Consolidated Financial Statements | The Company revised its consolidated balance sheet as of December 31, 2021 as summarized in the table below: As Previously Reported As Revised Other intangible assets, net $ 182,466 $ 192,466 Goodwill $ 52,920 $ 45,828 Total non-current assets $ 494,785 $ 497,693 Total assets $ 649,141 $ 652,049 Income tax liabilities - non-current $ 57,143 $ 60,051 Total non-current liabilities $ 384,232 $ 387,140 Total liabilities $ 468,158 $ 471,066 Total liabilities and equity $ 649,141 $ 652,049 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: As of December 31, 2022 2021 2020 Cash and cash equivalents $ 26,196 $ 94,962 $ 85,857 Restricted cash 950 525 — Cash, cash equivalents and restricted cash $ 27,146 $ 95,487 $ 85,857 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: As of December 31, 2022 2021 2020 Cash and cash equivalents $ 26,196 $ 94,962 $ 85,857 Restricted cash 950 525 — Cash, cash equivalents and restricted cash $ 27,146 $ 95,487 $ 85,857 |
Components of Property, Plant and Equipment | Depreciation is recognized on a straight-line basis over the following periods: Buildings and building components 7 - 30 years Leasehold improvements The lesser of the term of the lease or the estimated useful life of the asset: 1 - 28 years Machinery and equipment 1 - 10 years Furniture, fixtures and office equipment (including computer) 2 - 7 years Finance lease ROU assets - buildings 14 - 28 years Finance lease ROU assets - machinery and equipment 3 - 5 years The components of property, plant and equipment (“PPE”) are as follows: As of December 31, 2022 2021 Buildings and building components $ 80,697 $ 49,697 Land 14,085 12,380 Leasehold improvements 43,472 24,042 Machinery and equipment 27,615 12,656 Furniture, fixtures and office equipment (including computer) 16,126 10,221 Construction-in-process 20,086 35,625 Total property, plant and equipment - gross $ 202,081 $ 144,621 Less: Accumulated depreciation (24,326) (7,341) Total property, plant and equipment - net $ 177,755 $ 137,280 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue Disaggregated by Revenue Stream | The following table summarizes the Company’s revenue from external customers, disaggregated by revenue stream: Year Ended December 31, 2022 2021 2020 Retail cannabis $ 261,016 $ 195,085 $ 75,499 Wholesale cannabis 23,160 13,792 4,738 Other 108 415 535 Total revenue, net $ 284,284 $ 209,292 $ 80,772 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories, net, are as follows: As of December 31, 2022 2021 Cannabis plants $ 4,347 $ 6,347 Harvested cannabis and packaging 9,052 5,180 Total raw materials $ 13,399 $ 11,527 Work in process 7,845 8,756 Finished goods 13,845 23,036 Total inventories, net $ 35,089 $ 43,319 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Components of Prepaid Expenses and Other Current Assets | The components of prepaid expenses and other current assets are as follows: As of December 31, 2022 2021 Prepaid expenses and deposits $ 3,409 $ 3,837 Landlord receivables for reimbursement of certain expenditures — 7,357 Other current assets 548 1,681 Total prepaid expenses and other current assets $ 3,957 $ 12,875 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | Depreciation is recognized on a straight-line basis over the following periods: Buildings and building components 7 - 30 years Leasehold improvements The lesser of the term of the lease or the estimated useful life of the asset: 1 - 28 years Machinery and equipment 1 - 10 years Furniture, fixtures and office equipment (including computer) 2 - 7 years Finance lease ROU assets - buildings 14 - 28 years Finance lease ROU assets - machinery and equipment 3 - 5 years The components of property, plant and equipment (“PPE”) are as follows: As of December 31, 2022 2021 Buildings and building components $ 80,697 $ 49,697 Land 14,085 12,380 Leasehold improvements 43,472 24,042 Machinery and equipment 27,615 12,656 Furniture, fixtures and office equipment (including computer) 16,126 10,221 Construction-in-process 20,086 35,625 Total property, plant and equipment - gross $ 202,081 $ 144,621 Less: Accumulated depreciation (24,326) (7,341) Total property, plant and equipment - net $ 177,755 $ 137,280 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions | The Company had the following acquisitions during the year ended December 31, 2022: (i) Apothecarium; and (ii) NuLeaf (each as defined below). The following table summarizes the preliminary purchase price allocatio ns as of their respective acquisition dates: NuLeaf Apothecarium Total Assets Acquired: Cash and cash equivalents $ 618 $ 25 $ 643 Prepaids and other assets 278 32 310 Accounts receivable, net 39 — 39 Inventory 5,334 699 6,033 Indemnification assets (1) 5,734 — 5,734 Property, plant and equipment 11,880 498 12,378 Right-of-use assets - finance lease 4,598 2,333 6,931 Right-of-use assets - operating lease 1,067 — 1,067 Intangible assets (2) 14,097 8,600 22,697 Deposits 110 301 411 Total assets acquired $ 43,755 $ 12,488 $ 56,243 Liabilities Assumed: Accounts payable and accrued liabilities $ 584 $ 497 $ 1,081 Finance lease obligations 5,054 2,323 7,377 Operating lease obligations 1,067 — 1,067 Deferred tax liabilities 5,518 2,283 7,801 Uncertain tax positions 5,734 — 5,734 Total liabilities assumed $ 17,957 $ 5,103 $ 23,060 Net assets acquired $ 25,798 $ 7,385 $ 33,183 Goodwill (3) 24,474 7,834 32,308 Total $ 50,272 $ 15,219 $ 65,491 Consideration: Consideration paid in cash, net of working capital adjustments $ 14,918 $ 6,703 $ 21,621 Consideration payable in cash (customary hold back liability) 932 — 932 Consideration paid in promissory notes (fair value) 12,860 6,922 19,782 Consideration paid in shares 13,573 1,594 15,167 Contingent consideration 7,989 — 7,989 Fair value of consideration $ 50,272 $ 15,219 $ 65,491 (1) As part of the NuLeaf acquisition agreement, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $5,734 as of the date of the acquisition. Subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition (2) Included licenses acquired of $10,400 and $8,600 for NuLeaf and Apothecarium, respectively, which have indefinite useful lives. The estimated fair values of the licenses were determined using the multi-period excess earnings method under the income approach based on projections extended to 2036. (3) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. The Company had the following acquisitions during the year ended December 31, 2021: (i) Nature’s Remedy; (ii) OSD; (iii) OhiGrow; and (iv) Grover Beach (each as defined below). The following table summarizes the purchase price allocatio ns as of their respective acquisition dates: Business Combinations Asset Acquisitions Nature’s Remedy OSD OhiGrow Grover Beach Total Assets Acquired: Cash and cash equivalents $ 3,195 $ 259 $ — $ — $ 3,454 Prepaids 325 53 — — 378 Accounts receivable, net 263 — — — 263 Inventory 15,882 184 — — 16,066 Indemnification assets (1) 1,322 1,411 — — 2,733 Property, plant and equipment 19,470 — 3,165 269 22,904 Right-of-use assets - finance leases 27,305 — — 2,050 29,355 Right-of-use assets - operating leases 1,337 1,859 — — 3,196 Intangible assets - license (2)(4) 56,000 2,160 1,817 3,654 63,631 Intangible assets - tradenames (2) 4,400 — — — 4,400 Intangible assets - customer database (2) 2,100 — — — 2,100 Deposits 20 6 — 19 45 Total assets acquired (4) $ 131,619 $ 5,932 $ 4,982 $ 5,992 $ 148,525 Liabilities Assumed: Accounts payable and accrued liabilities $ 7,004 $ 190 $ — $ — $ 7,194 Finance lease obligations 27,052 — — 2,032 29,084 Operating lease obligations 1,267 1,859 — — 3,126 Deferred tax liabilities (4) 21,462 648 — — 22,110 Uncertain tax positions 1,322 1,411 — — 2,733 Total liabilities assumed (4) $ 58,107 $ 4,108 $ — $ 2,032 $ 64,247 Net assets acquired (3)(4) $ 73,512 $ 1,824 $ 4,982 $ 3,960 $ 84,278 Goodwill (3)(4) 26,086 2,432 — — 28,518 Total $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 Consideration: Consideration paid in cash, as adjusted for working capital adjustments $ 40,360 $ 1,827 $ 4,949 $ 3,592 $ 50,728 Consideration paid in promissory notes (fair value) 15,345 2,429 — — 17,774 Consideration paid in shares 35,670 — — 368 36,038 Contingent consideration 8,223 — — — 8,223 Capitalized costs — — 33 — 33 Fair value of consideration $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 (1) As part of the OSD and Nature’s Remedy acquisition agreements, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $2,733 as of the dates of the acquisitions. Additional subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition. (2) The licenses acquired have indefinite useful lives. The customer relationships have a useful life of 15 years and the tradenames have a useful life of 5 years. (3) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. (4) The amounts for the Nature’s Remedy and Total columns reflect the revised amounts in connection with the correction of errors disclosed under the heading “Previously Issued Financial Statement Reclassification” in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies. Specifically, intangible assets - license increased by $10,000, goodwill decreased by $7,092, and deferred tax liabilities increased by $2,908. The following table summarizes the purchase price allocations for the acquisitions completed during the year ended December 31, 2020, as of their respective acquisition dates: Business Combinations Asset Acquisitions PAMS PADS BHILH Agape GSG Santa Barbara Total Assets Acquired: Cash and cash equivalents $ 118 $ 971 $ 13 $ — $ — $ 1,102 Prepaid expenses and other current assets 214 5 84 10 — 313 Accounts receivable 407 — — — — 407 Inventory 4,251 192 100 — — 4,543 Property, plant and equipment 579 1,075 465 — — 2,119 Right of use assets - finance leases 15,017 234 466 — — 15,717 Right of use assets - operating leases — 310 877 — — 1,187 Intangible assets - license(s) (1) 19,189 4,182 8,500 7,881 5,328 45,080 Intangible assets - patient/customer database (1) 425 — — — — 425 Deposits 540 15 — — — 555 Total assets $ 40,740 $ 6,984 $ 10,505 $ 7,891 $ 5,328 $ 71,448 Liabilities Assumed: Accounts payable, accrued expenses and other current liabilities $ 335 $ 156 $ 585 $ — $ — $ 1,076 Note payable — — — 90 — 90 Finance lease obligations 17,013 230 465 — — 17,708 Operating lease obligations — 310 877 — — 1,187 Deferred tax liabilities 1,410 — — — — 1,410 Total liabilities $ 18,758 $ 696 $ 1,927 $ 90 $ — $ 21,471 Net assets acquired $ 21,982 $ 6,288 $ 8,578 $ 7,801 $ 5,328 $ 49,977 Non-controlling interests — — (4,661) (1,560) — (6,221) Business Combinations Asset Acquisitions PAMS PADS BHILH Agape GSG Santa Barbara Total Total net assets acquired net of non-controlling interest $ 21,982 $ 6,288 $ 3,917 $ 6,241 $ 5,328 $ 43,756 Consideration: Consideration paid in cash, as adjusted for working capital adjustments (2) $ 15,054 $ 5,671 $ 2,692 $ 3,050 $ 4,900 $ 31,367 Capitalized acquisition costs — — — 191 428 619 Fair value of PADS purchase option — 1,992 — — — 1,992 Consideration paid in 10% senior notes (3) — — — 1,476 — 1,476 Consideration paid in warrants (3) — — — 524 — 524 Consideration paid in promissory notes (net of discount) 2,658 — — — — 2,658 Assumption of Beacon Notes and accrued interest — — 9,555 — — 9,555 Net effect of other related transactions — — (15,740) — — (15,740) Consideration paid in shares — — — 1,000 — 1,000 Fair value of consideration $ 17,712 $ 7,663 $ (3,493) $ 6,241 $ 5,328 $ 33,451 Goodwill (4) $ — $ 1,375 $ — $ — $ — $ 1,375 Bargain purchase on business combination (5) 4,270 — 7,410 — — 11,680 Total $ 21,982 $ 6,288 $ 3,917 $ 6,241 $ 5,328 $ 43,756 (1) The licenses acquired have indefinite useful lives. The patient/customer related intangible assets have estimated useful lives of 0.25 - 5 years. (2) Cash paid for acquisitions includes $2,320 that was paid during prior years and was previously included in deferred acquisition costs as of December 31, 2019. (3) The consideration for the Agape acquisition included 10% senior notes amounting to $2,000 principal, and related warrants to purchase 633,433 Subordinate Voting Shares with a $1.25 strike price; and 769,231 Subordinate Voting Shares at a closing date market price of $1.30 per share. Refer to “Senior Notes” in Note 12 - Debt and to Note 14 - Derivative Liabilities for additional details on the 10% senior secured notes and warrants. (4) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. (5) The bargain purchase gain for BHILH was reduced by asset disposal and other charges of $1,531 to arrive at the total net gain on business combination. The net gains on business combinations are included in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The asset disposal and other adjustments, were comprised of net write-offs/impairments of $1,681 reflecting the excess of the carrying amounts over the estimated fair values of intangible assets returned to TGS (included as other consideration in the TGS Transaction), offset by other adjustments of $150. |
Schedule of Asset Acquisitions | The Company had the following acquisitions during the year ended December 31, 2021: (i) Nature’s Remedy; (ii) OSD; (iii) OhiGrow; and (iv) Grover Beach (each as defined below). The following table summarizes the purchase price allocatio ns as of their respective acquisition dates: Business Combinations Asset Acquisitions Nature’s Remedy OSD OhiGrow Grover Beach Total Assets Acquired: Cash and cash equivalents $ 3,195 $ 259 $ — $ — $ 3,454 Prepaids 325 53 — — 378 Accounts receivable, net 263 — — — 263 Inventory 15,882 184 — — 16,066 Indemnification assets (1) 1,322 1,411 — — 2,733 Property, plant and equipment 19,470 — 3,165 269 22,904 Right-of-use assets - finance leases 27,305 — — 2,050 29,355 Right-of-use assets - operating leases 1,337 1,859 — — 3,196 Intangible assets - license (2)(4) 56,000 2,160 1,817 3,654 63,631 Intangible assets - tradenames (2) 4,400 — — — 4,400 Intangible assets - customer database (2) 2,100 — — — 2,100 Deposits 20 6 — 19 45 Total assets acquired (4) $ 131,619 $ 5,932 $ 4,982 $ 5,992 $ 148,525 Liabilities Assumed: Accounts payable and accrued liabilities $ 7,004 $ 190 $ — $ — $ 7,194 Finance lease obligations 27,052 — — 2,032 29,084 Operating lease obligations 1,267 1,859 — — 3,126 Deferred tax liabilities (4) 21,462 648 — — 22,110 Uncertain tax positions 1,322 1,411 — — 2,733 Total liabilities assumed (4) $ 58,107 $ 4,108 $ — $ 2,032 $ 64,247 Net assets acquired (3)(4) $ 73,512 $ 1,824 $ 4,982 $ 3,960 $ 84,278 Goodwill (3)(4) 26,086 2,432 — — 28,518 Total $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 Consideration: Consideration paid in cash, as adjusted for working capital adjustments $ 40,360 $ 1,827 $ 4,949 $ 3,592 $ 50,728 Consideration paid in promissory notes (fair value) 15,345 2,429 — — 17,774 Consideration paid in shares 35,670 — — 368 36,038 Contingent consideration 8,223 — — — 8,223 Capitalized costs — — 33 — 33 Fair value of consideration $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 (1) As part of the OSD and Nature’s Remedy acquisition agreements, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $2,733 as of the dates of the acquisitions. Additional subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition. (2) The licenses acquired have indefinite useful lives. The customer relationships have a useful life of 15 years and the tradenames have a useful life of 5 years. (3) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. (4) The amounts for the Nature’s Remedy and Total columns reflect the revised amounts in connection with the correction of errors disclosed under the heading “Previously Issued Financial Statement Reclassification” in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies. Specifically, intangible assets - license increased by $10,000, goodwill decreased by $7,092, and deferred tax liabilities increased by $2,908. The following table summarizes the purchase price allocations for the acquisitions completed during the year ended December 31, 2020, as of their respective acquisition dates: Business Combinations Asset Acquisitions PAMS PADS BHILH Agape GSG Santa Barbara Total Assets Acquired: Cash and cash equivalents $ 118 $ 971 $ 13 $ — $ — $ 1,102 Prepaid expenses and other current assets 214 5 84 10 — 313 Accounts receivable 407 — — — — 407 Inventory 4,251 192 100 — — 4,543 Property, plant and equipment 579 1,075 465 — — 2,119 Right of use assets - finance leases 15,017 234 466 — — 15,717 Right of use assets - operating leases — 310 877 — — 1,187 Intangible assets - license(s) (1) 19,189 4,182 8,500 7,881 5,328 45,080 Intangible assets - patient/customer database (1) 425 — — — — 425 Deposits 540 15 — — — 555 Total assets $ 40,740 $ 6,984 $ 10,505 $ 7,891 $ 5,328 $ 71,448 Liabilities Assumed: Accounts payable, accrued expenses and other current liabilities $ 335 $ 156 $ 585 $ — $ — $ 1,076 Note payable — — — 90 — 90 Finance lease obligations 17,013 230 465 — — 17,708 Operating lease obligations — 310 877 — — 1,187 Deferred tax liabilities 1,410 — — — — 1,410 Total liabilities $ 18,758 $ 696 $ 1,927 $ 90 $ — $ 21,471 Net assets acquired $ 21,982 $ 6,288 $ 8,578 $ 7,801 $ 5,328 $ 49,977 Non-controlling interests — — (4,661) (1,560) — (6,221) Business Combinations Asset Acquisitions PAMS PADS BHILH Agape GSG Santa Barbara Total Total net assets acquired net of non-controlling interest $ 21,982 $ 6,288 $ 3,917 $ 6,241 $ 5,328 $ 43,756 Consideration: Consideration paid in cash, as adjusted for working capital adjustments (2) $ 15,054 $ 5,671 $ 2,692 $ 3,050 $ 4,900 $ 31,367 Capitalized acquisition costs — — — 191 428 619 Fair value of PADS purchase option — 1,992 — — — 1,992 Consideration paid in 10% senior notes (3) — — — 1,476 — 1,476 Consideration paid in warrants (3) — — — 524 — 524 Consideration paid in promissory notes (net of discount) 2,658 — — — — 2,658 Assumption of Beacon Notes and accrued interest — — 9,555 — — 9,555 Net effect of other related transactions — — (15,740) — — (15,740) Consideration paid in shares — — — 1,000 — 1,000 Fair value of consideration $ 17,712 $ 7,663 $ (3,493) $ 6,241 $ 5,328 $ 33,451 Goodwill (4) $ — $ 1,375 $ — $ — $ — $ 1,375 Bargain purchase on business combination (5) 4,270 — 7,410 — — 11,680 Total $ 21,982 $ 6,288 $ 3,917 $ 6,241 $ 5,328 $ 43,756 (1) The licenses acquired have indefinite useful lives. The patient/customer related intangible assets have estimated useful lives of 0.25 - 5 years. (2) Cash paid for acquisitions includes $2,320 that was paid during prior years and was previously included in deferred acquisition costs as of December 31, 2019. (3) The consideration for the Agape acquisition included 10% senior notes amounting to $2,000 principal, and related warrants to purchase 633,433 Subordinate Voting Shares with a $1.25 strike price; and 769,231 Subordinate Voting Shares at a closing date market price of $1.30 per share. Refer to “Senior Notes” in Note 12 - Debt and to Note 14 - Derivative Liabilities for additional details on the 10% senior secured notes and warrants. (4) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. (5) The bargain purchase gain for BHILH was reduced by asset disposal and other charges of $1,531 to arrive at the total net gain on business combination. The net gains on business combinations are included in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The asset disposal and other adjustments, were comprised of net write-offs/impairments of $1,681 reflecting the excess of the carrying amounts over the estimated fair values of intangible assets returned to TGS (included as other consideration in the TGS Transaction), offset by other adjustments of $150. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The net effect of other related transactions from the TGS Transaction, as reflected in the purchase price allocation table above, was comprised of the following: Redemption Liability cancelled $ 8,440 5,000,000 Subordinate Voting Shares of Jushi Holdings, Inc. and warrants with an exercise price of $2.00 to purchase 2,500,000 Subordinate Voting Shares of Jushi Holdings, Inc. returned to Jushi 7,075 416,060 common shares of OGI 1,092 Payment to Jushi for the OGI options that were liquidated 478 TGS National fair value of intangibles, net of other items returned and derecognized (1)(2) (918) TGS National cash given up (427) Net effect of other related transactions $ 15,740 (1) The difference of $1,748, net of other adjustments of $217, between the carrying amount of the disposed intangibles of $2,666 (refer to Note 8 - Goodwill and Other Intangible Assets) and the fair value above of $918 was a total of $1,531 and is included in net gains on business combinations in the consolidated statements of operations and comprehensive income (loss). (2) No goodwill associated with TGS National was written off as a result of this transaction in 2020, since the Company had previously recognized an impairment loss of $8,990 in 2018 related to the total goodwill associated with the original acquisition of TGS National. |
Business Acquisition, Pro Forma Information | The following table summarizes unaudited consolidated pro forma revenue and unaudited consolidated pro forma net income (loss) as if the business combinations had occurred at the beginning of the year prior to their actual acquisition for the periods presented: Year Ended December 31, 2022 2021 2020 Revenue $ 293,947 $ 284,026 $ 149,539 Net (loss) income $ (197,743) $ 20,681 $ (228,501) |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill, carrying amount, as of January 1, 2021 $ 19,093 Additions from acquisitions 28,518 Impairment (1,783) Goodwill, carrying amount, as of December 31, 2021 $ 45,828 Additions from acquisitions, including reclassification of $254 35,480 Impairment (39,643) Measurement period adjustment (3,426) Goodwill, carrying amount, as of December 31, 2022 $ 38,239 |
Schedule of Finite-Lived Intangible Assets | The components of other intangible assets are as follows: As of December 31, Estimated Useful 2022 2021 Licenses $ 82,401 $ 174,662 Indefinite Intellectual Property 9,580 9,580 10 years Tradenames 12,800 10,200 1 - 15 years Patient/Customer database 3,195 2,795 5 - 10 years Non-compete 155 155 3 years Website development 61 61 3 years Formulations 50 50 Indefinite Total gross amount $ 108,242 $ 197,503 Less: Accumulated Amortization (8,160) (5,037) Other Intangible Assets, net $ 100,082 $ 192,466 |
Schedule of Indefinite-Lived Intangible Assets | The components of other intangible assets are as follows: As of December 31, Estimated Useful 2022 2021 Licenses $ 82,401 $ 174,662 Indefinite Intellectual Property 9,580 9,580 10 years Tradenames 12,800 10,200 1 - 15 years Patient/Customer database 3,195 2,795 5 - 10 years Non-compete 155 155 3 years Website development 61 61 3 years Formulations 50 50 Indefinite Total gross amount $ 108,242 $ 197,503 Less: Accumulated Amortization (8,160) (5,037) Other Intangible Assets, net $ 100,082 $ 192,466 |
Schedule of Future Annual Amortization Expense | The estimated future annual amortization expense related to intangible assets as of December 31, 2022 are as follows: 2023 $ 3,237 2024 3,214 2025 3,182 2026 2,911 2027 1,912 Thereafter 3,175 Total estimated future amortization expense $ 17,631 |
Schedule of Key Assumptions | Year Ended December 31, 2022 Key Assumptions State Goodwill Impairment Intangible Asset Impairment Perpetual Growth Rate Discount Rate Weighted Average Cost of Capital Cash Flow Forecast California $ 2,432 $ 10,142 2% 22.5% 21.5% 5 years Massachusetts 12,231 37,954 2% 21.0% 20.0% 5 years Nevada 24,980 22,150 2% 21.0% 20.0% 5 years Ohio — 5,317 2% 24.5% 23.5% 5 years Pennsylvania — 35,952 2% 22.0% 21.0% 5 years $ 39,643 $ 111,515 |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Noncurrent Assets | The components of other non-current assets are as follows: As of December 31, 2022 2021 Operating lease assets $ 16,244 $ 17,288 Indemnification assets (1) 8,198 2,733 Deposits and escrows - properties 1,637 1,343 Equity investment (2) 977 1,500 Deposits - equipment 484 4,315 Other 703 407 Total other non-current assets $ 28,243 $ 27,586 (1) Refer to footnotes (1) under the 2022 and 2021 acquisition tables in Note 7 - Acquisitions for additional information. (2) The Company owns a 23.08% ownership interest in PV Culver City, LLC (“PVLLC”). The Company does not have significant influence over, and the Company does not have the right to vote or participate in the management of the PVLLC and therefore the investment is measured at its fair value. Refer to Note 23 - Financial Instruments for more information relating to the fair value of this equity investment as of December 31, 2022 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The components of accrued expenses and other current liabilities are as follows: As of December 31, 2022 2021 Goods received not invoiced $ 11,620 $ 8,007 Accrued capital expenditures 5,603 12,474 Accrued employee related expenses and liabilities 6,030 6,062 Contingent consideration liabilities - current portion (1) 3,398 — Operating lease obligations - current portion 2,652 2,745 Accrued interest 2,388 1,181 Accrued sales and excise taxes 1,931 2,535 Deferred revenue (loyalty program) 1,870 1,427 Accrued professional and management fees 1,481 5,139 Other accrued expenses and current liabilities 9,356 8,402 Total $ 46,329 $ 47,972 (1) Refer to Note 7 - Acquisitions. |
OTHER NON-CURRENT LIABILITIES (
OTHER NON-CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities | The components of accrued expenses and other current liabilities are as follows: As of December 31, 2022 2021 Operating lease liabilities $ 15,547 $ 15,163 Contingent consideration liabilities 1,395 8,223 Other non-current liabilities 4,613 3,173 Total $ 21,555 $ 26,559 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Components of Debt | The components of the Company’s debt are as follows: Effective Interest Rate Contractual Maturity Date As of December 31, 2022 2021 Principal amounts: Second Lien Notes 15% December 2026 $ 73,182 $ — Senior Notes N/A N/A — 75,193 Acquisition Facility 15% December 2024 65,000 40,000 Acquisition-related promissory notes payable 8% - 18% August 2024 - April 2027 57,216 25,767 Other debt (1) 7% - 9% March 2022 - July 2027 10,960 8,555 Total debt - principal amounts $ 206,358 $ 149,515 Less: debt issuance costs and original issue discounts (17,096) (23,536) Total debt - carrying amounts $ 189,262 $ 125,979 Debt, net - current portion $ 8,704 $ 6,181 Debt, net - non-current portion $ 180,558 $ 119,798 |
Schedule of Future Contractual Debt Maturities | As of December 31, 2022, aggregate future contractual maturities of the Company’s debt are as follows: 2023 2024 2025 2026 2027 Total Second Lien Notes $ — $ — $ — $ 73,182 $ — $ 73,182 Acquisition Facility 4,875 60,125 — — — 65,000 Acquisition-related promissory notes payable 3,448 22,385 1,970 6,971 22,442 57,216 Other debt 3,386 137 148 158 7,131 10,960 Total $ 11,709 $ 82,647 $ 2,118 $ 80,311 $ 29,573 $ 206,358 |
Schedule of Interest Expense | Interest expense, net is comprised of the following: Year Ended December 31, 2022 2021 2020 Interest and accretion - Senior Notes $ 23,268 $ 19,257 $ 12,095 Interest and accretion - Second Lien Notes 578 — — Interest - Finance lease liabilities 11,154 9,158 2,451 Interest and accretion - Acquisition Facility 7,264 1,106 — Interest and accretion - Promissory notes 5,518 1,802 1,903 Interest and accretion - Other debt 567 507 189 Capitalized interest (2,616) (977) (1,074) Total interest expense $ 45,733 $ 30,853 $ 15,564 Interest income $ (142) $ (243) $ (231) Total interest expense, net $ 45,591 $ 30,610 $ 15,333 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease, Cost | The following table provides the components of lease cost recognized in the consolidated statements of operations and comprehensive income (loss) for the periods presented. Year Ended December 31, 2022 2021 2020 Operating lease cost $ 3,402 $ 2,585 $ 1,555 Finance lease cost: Amortization of lease assets 5,422 3,155 706 Interest on lease liabilities 11,154 9,158 2,447 Total finance lease cost $ 16,576 $ 12,313 $ 3,153 Variable lease cost $ 390 $ 355 $ 34 Total lease cost $ 20,368 $ 15,253 $ 4,742 All extension options that are reasonably certain to be exercised have been included in the measurement of lease obligations. The Company reassesses the likelihood of extension option exercise if there is a significant event or change in circumstances within its control. Other information related to operating and finance leases as of the balance sheet dates presented are as follows: As of December 31, 2022 As of December 31, 2021 Finance Leases Operating Leases Finance Leases Operating Leases Weighted average discount rate 11.23 % 11.51 % 11.75 % 11.50 % Weighted average remaining lease term (in years) 22.7 14.1 22.6 14.6 Cash paid for amounts included in the measurement of $ 11,629 $ 3,133 $ 7,805 $ 2,080 |
Lessee, Operating Lease, Liability, Maturity | The maturities of the contractual undiscounted lease liabilities as of December 31, 2022 are as follows: Finance Leases Operating Leases 2023 $ 12,092 $ 2,876 2024 13,274 2,938 2025 13,202 2,759 2026 13,196 2,526 2027 12,876 2,499 Thereafter 278,746 26,582 Total undiscounted lease liabilities $ 343,386 $ 40,180 Interest on lease liabilities (229,650) (21,981) Total present value of minimum lease payments $ 113,736 $ 18,199 Lease liabilities - current portion $ 11,361 $ 2,652 Lease liabilities - non-current $ 102,375 $ 15,547 |
Finance Lease, Liability, Fiscal Year Maturity | The maturities of the contractual undiscounted lease liabilities as of December 31, 2022 are as follows: Finance Leases Operating Leases 2023 $ 12,092 $ 2,876 2024 13,274 2,938 2025 13,202 2,759 2026 13,196 2,526 2027 12,876 2,499 Thereafter 278,746 26,582 Total undiscounted lease liabilities $ 343,386 $ 40,180 Interest on lease liabilities (229,650) (21,981) Total present value of minimum lease payments $ 113,736 $ 18,199 Lease liabilities - current portion $ 11,361 $ 2,652 Lease liabilities - non-current $ 102,375 $ 15,547 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The continuities of the Company’s derivative liabilities are as follows: Total Derivative Liabilities (1)(4) Carrying amounts as of January 1, 2021 $ 205,361 Fair value changes (2) (105,170) Derivative Warrants exercised and settled (7,756) Carrying amounts as of December 31, 2021 (4) $ 92,435 Derivative Warrants issued (3) 23,205 Fair value changes (2) (91,887) Derivative Warrants exercised and settled (5) (9,619) Carrying amounts as of December 31, 2022 $ 14,134 (1) Refer to Note 15 - Equity for the continuity of the number of these warrants outstanding. (2) Included in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). (3) Includes fair value of 17,512,280 derivative warrants issued in connection with the Second Lien Notes issuance in December 2022, and 2,000,000 derivative warrants issued relating to the second amendment of the Acquisition Facility in December 2022. (4) Includes mandatory prepayment option on the Senior Notes, which had a fair value of $174 as of December 31, 2021. |
Fair Value Measurement Inputs and Valuation Techniques | The assumptions used in the fair value calculations as of the balance sheet dates presented include the following: December 2022 (New Issuances) As of December 31, 2022 2021 Stock price per share $1.12 - $2.06 $0.76 $3.25 Risk-free annual interest rate 3.76% - 3.91% 3.99% - 4.11% 0.97% Exercise price $2.086 $1.25 - $2.086 $0.04 - $1.25 Weighted average volatility 77% 79% 73% Remaining life 4 years 1.98 - 3.96 years 3 years Forfeiture rate 0% 0% 0% Expected annual dividend yield 0% 0% 0% As of December 31, 2022 As of December 31, 2021 Input Effect of 10% Increase Effect of 10% Decrease Input Effect of 10% Increase Effect of 10% Decrease Stock price per share $ 0.76 $ 2,529 $ (2,396) $ 3.25 $ 12,781 $ (10,834) Volatility 79 % $ 2,070 $ (2,121) 73 % $ 4,473 $ (3,210) |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes the status of our warrants and related transactions for each of the presented years: Non-Derivative Warrants Derivative Warrants Total Number of Warrants Weighted - Average Exercise Price Per Warrant Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (in Years) Balance, January 1, 2021 (1) 36,764,244 42,017,892 78,782,136 $ 1.31 $ 358,319 5.3 Granted (2) 300,000 — 300,000 $ 4.18 Exercised (7,658,196) (1,893,537) (9,551,733) $ 2.26 $ 31,343 Cancelled (250,000) — (250,000) $ 1.50 Balance, December 31, 2021 29,156,048 40,124,355 69,280,403 $ 1.19 $ 142,791 4.7 Granted (2)(3) 1,600,000 19,512,280 21,112,280 $ 2.06 Exercised (82,413) (4,261,433) (4,343,846) $ 1.26 $ 9,746 Balance, December 31, 2022 30,673,635 55,375,202 86,048,837 $ 1.40 $ 1,081 3.9 Exercisable, December 31, 2022 28,323,635 55,375,202 83,698,837 $ 1.38 $ 1,081 3.9 (1) Total number of outstanding warrants reflects the conversion of warrants to acquire Super Voting Shares and Multi-Voting shares into warrants to acquire Subordinate Voting Shares. (2) The non-derivative warrants were issued for consulting or other services, therefore, these compensatory warrants are accounted for as share-based payment arrangements. (3) Derivative warrants were issued to the Second Lien Notes Holders and the Acquisition Facility Lender. Refer to Note 14 - Derivative Liabilities for more information. |
Schedule of Share-Based Payment Award, Warrants, Valuation Assumptions | The following assumptions were used for the calculations at date of issuance. Year Ended December 31, 2022 2021 2020 Weighted average stock price $1.74 $4.18 $2.08 Weighted average expected stock price volatility 81% 73% 81% Expected annual dividend yield —% —% —% Weighted average expected life of warrants 5.0 years 3.5 years 2.7 years Weighted average risk-free annual interest rate 3.48% 1.06% 0.35% Weighted average grant date fair value $1.13 $2.14 $1.00 |
Summary of Stock Options Outstanding | The following table summarizes the status of the Company’s options and related transactions for each of the presented years: Stock Options Weighted Average Exercise Price per Stock Options Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (in Years) Balance, January 1, 2021 9,573,834 $ 2.00 $ 36,909 8.4 Granted 11,486,952 $ 4.16 Exercised (291,664) $ 1.90 $ 881 Forfeited/expired (340,002) $ 3.23 Balance, December 31, 2021 20,429,120 $ 3.20 $ 11,583 8.7 Granted 13,686,806 $ 1.95 Exercised (324,998) $ 1.67 $ 620 Forfeited/expired (3,038,669) $ 4.02 Balance, December 31, 2022 30,752,259 $ 2.58 $ — 8.5 Exercisable, December 31, 2022 12,166,594 $ 2.46 $ — 7.2 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The following assumptions were used for the calculation at date of grant: Year Ended December 31, 2022 2021 2020 Weighted average stock price $1.95 $4.16 $2.78 Weighted average expected stock price volatility 74.1% 73.0% 80.9% Expected annual dividend yield —% —% —% Weighted average expected life 5.7 years 6.0 years 5.9 years Weighted average risk-free annual interest rate 2.88% 1.23% 0.52% Weighted average grant date fair value $1.35 $2.61 $1.78 |
Summary of Restricted Stock Activity | The following table summarized the status of our restricted stock and related transactions for each presented years: Unvested Restricted Stock Weighted-Average Grant-date Fair Value Price per Restricted Stock Average Intrinsic Value Weighted Average Remaining Vesting Term Issued and Outstanding as of January 1, 2021 6,438,186 $ 1.85 $ 37,728 1.7 Granted 65,398 $ 3.66 Vested and Released (3,424,954) $ 1.63 $ 14,251 Cancelled (219,479) $ 2.45 Issued and Outstanding as of December 31, 2021 2,859,151 $ 2.13 $ 9,292 1.2 Granted 86,952 $ 2.05 Vested and Released (1,789,784) $ 1.96 $ 3,601 Issued and Outstanding as of December 31, 2022 1,156,319 $ 2.45 $ 881 0.3 |
Components of Share-based Compensation Expense | As of December 31, 2022, the Company had $19,246 of unrecognized share-based compensation cost related to unvested stock options, restricted stocks and warrants and is expected to be recognized as share-based compensation cost over a weighted average period of 1.4 years as follows: 2023 $ 13,485 2024 4,333 2025 1,128 2026 275 2027 25 $ 19,246 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Details of the Company’s income tax expense are as follows: Year Ended December 31, 2022 2021 2020 Current tax expense: Federal $ 26,738 $ 25,501 $ 9,728 State 7,783 9,234 4,452 $ 34,521 $ 34,735 $ 14,180 Deferred tax benefit: Federal $ (17,780) $ (5,477) $ (2,650) State (8,332) (1,724) (962) Foreign (5,969) (3,874) (3,307) $ (32,081) $ (11,075) $ (6,919) Change in valuation allowance 6,008 5,965 3,362 Total income tax expense $ 8,448 $ 29,625 $ 10,623 |
Schedule of Income (Loss), Income Tax (Expense), and Effective Tax Rate | The differences between the income tax expense and the expected income taxes based on the statutory tax rate applied to pre-tax earnings (loss) are as follows: Year Ended December 31, 2022 2021 2020 Loss (income) before income taxes $ (193,876) $ 47,104 (201,892) Statutory tax rate 21.00 % 21.00 % 21.00 % Tax benefit based on statutory rates $ (40,714) $ 9,892 $ (42,397) Difference in tax rates 2,500 16,753 (53,432) Gain on fair value of derivative (44,106) (50,482) 83,498 IRC Section 280E disallowed expenses 43,272 12,520 3,961 Share-based compensation 10,509 2,361 2,099 Interest expense and debt costs 13,718 3,616 1,549 Change in valuation allowance 6,008 5,965 3,362 State taxes, net 1,698 1,249 1,477 Change in uncertain tax positions 8,618 26,823 11,857 Change in state tax rates (2,557) — — Impairment expense 8,289 — — Bargain purchase gain — — (2,131) Other differences 1,213 928 780 Total income tax expense $ 8,448 $ 29,625 $ 10,623 Effective tax rate (4.4) % 62.9 % (5.3) % |
Schedule of Deferred Tax Assets and Liabilities | Year-end deferred tax assets and liabilities were due to the following: Year Ended December 31, 2022 2021 Deferred tax assets: Lease liability $ 24,328 $ 26,261 Net operating losses 16,819 7,941 Financing fees 1,487 2,289 Start-up costs 661 820 Inventory 1,555 — Property and equipment — 957 Other deferred tax assets 619 1,295 Valuation allowance (17,397) (11,389) $ 28,072 $ 28,174 Deferred tax liabilities: Right-of-use assets $ (21,865) $ (24,406) Intangible assets (5,235) (20,851) Property and equipment (693) — Other deferred tax liabilities (80) (978) $ (27,873) (46,235) Net deferred tax asset (liabilities) (1) $ 199 $ (18,061) (1) Net deferred tax assets are included in other non-current assets while net deferred tax liabilities are included in non-current income tax liabilities in the consolidated balance sheets. |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits (exclusive of interest and penalties) are as follows: Balance at January 1, 2021 $ 21,135 Additions based on tax positions related to the current year 20,368 Balance at December 31, 2021 $ 41,503 Reductions based on lapse of statute of limitations (552) Additions based on tax positions related to the current year 1,452 Reductions based on tax positions related of the prior year (127) Additions for tax positions of prior years recorded to goodwill 5,982 Balance at December 31, 2022 $ 48,258 |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Noncontrolling Interest | The components of the Company’s non-controlling interests and related activity are as follows: Dalitso BHILH Jushi Europe Agape Other Non-material Interests Total Balance as of January 1, 2020 $ 9,642 $ — $ — $ — $ 18 $ 9,660 Acquisitions — 4,661 — 1,560 — 6,221 Purchase of non-controlling interests (8,359) (4,661) — — — (13,020) Cash contribution by partner — — 2,000 — — 2,000 Transactions with non-controlling interests — — — — (6) (6) (Loss) income (1,283) — (616) 2 (11) (1,908) Balance as of December 31, 2020 $ — $ — $ 1,384 $ 1,562 $ 1 $ 2,947 Purchases of non-controlling interests — — — (1,562) — (1,562) Loss — — (2,771) — (1) (2,772) Balance as of December 31, 2021 $ — $ — $ (1,387) $ — $ — $ (1,387) Balance as of December 31, 2022 $ — $ — $ (1,387) $ — $ — $ (1,387) |
(LOSS) EARNINGS PER SHARE (Tabl
(LOSS) EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The reconciliations of the net income (loss) and the weighted average number of shares used in the computations of basic and diluted loss (earnings) per share attributable to Jushi shareholders are as follows: Year Ended December 31, 2022 2021 2020 Numerator: Net (loss) income and comprehensive (loss) income attributable to Jushi shareholders $ (202,324) $ 20,251 $ (210,607) Dilutive effect of net income from derivative warrants (91,887) (104,594) — Net loss and comprehensive loss attributable to Jushi shareholders - diluted $ (294,211) $ (84,343) $ (210,607) Denominator: Weighted-average shares of common stock - basic 190,021,550 170,292,035 108,485,158 Dilutive effect of derivative warrants 14,213,882 31,318,216 — Weighted-average shares of common stock - diluted 204,235,432 201,610,251 108,485,158 (Loss) earnings per share - basic $ (1.06) $ 0.12 $ (1.94) (Loss) earnings per share - diluted $ (1.44) $ (0.42) $ (1.94) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes equity instruments that may, in the future, have a dilutive effect on loss per share, but were excluded from consideration in the computation of diluted net loss per share for the years ended December 31, 2022, 2021 and 2020 because the impact of including them would have been anti-dilutive: December 31, 2022 2021 2020 Stock options 30,752,259 20,429,120 9,573,834 Non-derivative warrants 30,673,635 29,156,048 36,764,244 Unvested restricted stock awards 1,156,319 2,859,151 6,438,186 Convertible promissory notes — 910,000 930,000 62,582,213 53,354,319 53,706,264 |
OPERATING EXPENSES (Tables)
OPERATING EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | The major components of operating expenses are as follows: Year Ended December 31, 2022 2021 2020 Salaries, wages and employee related expenses $ 71,237 $ 58,228 $ 21,781 Share-based compensation expense 23,073 14,506 9,592 Rent and related expenses 13,162 9,722 5,243 Depreciation and amortization expense 12,724 5,805 4,154 Professional fees and legal expenses 10,371 6,507 3,975 Indefinite-lived intangible asset impairment 111,515 — — Goodwill impairment 39,643 1,783 — Tangible long-lived asset impairment 8,487 4,561 — Other expenses (1) 25,599 18,047 10,150 Total operating expenses $ 315,811 $ 119,159 $ 54,895 (1) Other expenses are primarily comprised of marketing and selling expenses, insurance costs, administrative and application fee, software and technology costs, travel, entertainment and conferences and other. |
OTHER INCOME (EXPENSE) (Tables)
OTHER INCOME (EXPENSE) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense) | The components of other income (expense), net are as follows: Year Ended December 31, 2022 2021 2020 Net gains on business combinations $ — $ — $ 10,149 (Losses) gains on investments and financial assets (523) 1,216 (2,473) Losses on debt redemptions/extinguishments/modifications (18,858) (3,815) (1,853) Gains (losses) on legal settlements 24 10,350 (2,217) Other (losses) gains (482) 558 96 Other (expense) income, net $ (19,839) $ 8,309 $ 3,702 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company had the following related party transactions: Year Ended December 31, As of December 31, 2022 2021 2020 2022 2021 Nature of transaction Related Party Income (Expense) Related Party Receivable (Payable) Management services agreements (1) $ — $ (42) $ (248) $ — $ — Senior Notes - interest expense and principal amount (2) $ (26) $ (4) $ (2,305) $ — $ (1,194) Second Lien Notes - interest expense and principal amount (3) $ (138) $ — $ — $ (17,491) $ — Other debt (4) $ — $ — $ — $ (3,189) $ (3,384) Loans to senior key management - interest income (5) $ — $ 90 $ 21 $ — $ — (1) Includes fees paid to entities controlled by the Company’s Chief Executive Officer, James Cacioppo, for shared costs of administrative services, the provision of financial and research-related advice, and sourcing and assisting in mergers, acquisitions and capital transactions. These amounts are included in operating expenses within the consolidated statements of operations and comprehensive income (loss). (2) Fo r the year ended December 31, 2022, interest expense includes amounts related to certain senior key management, directors and other employees as well as a significant investor. Interest expense for year ended December 31, 2022 and 2021 cannot be reliably determined as the majority of the Senior Notes are publicly traded. Principal amounts outstanding as of December 31, 2022 and 2021 are also estimates for this reason. (3) Fo r the year ended December 31, 2022, the Second Lien Notes payable and the related interest expense includes amounts related to a director as well as a significant investor. (4) Refer to Note 17 - Non-Controlling Interests for details of other loans from related parties. (5) In January 2021, an executive received a loan from the Company of $174 for withholding tax requirements for RSAs issued to the executive, which was repaid in full via payroll deductions. In April 2019, the Company entered into promissory notes with certain executives for the purchase of restricted stock, pursuant to which those executives borrowed an aggregate of $1,813 at a rate of 2.89% per annum, compounded annually. As these loans were non-recourse loans under the accounting guidance they were not reflected in the consolidated balance sheet or table above. As of December 31, 2021, all these balances plus accrued interest have been settled. The balances including accrued interest were settled as part of the executive’s regular pay and bonus, severance or via shares repurchased by the Company. During the year ended December 31, 2021, the Company received 471,757 shares from key management personnel in full settlement of principal amount $2,007 outstanding promissory notes and related interest. |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the Company’s financial assets and liabilities, subject to fair value measurements on a recurring basis, by level within the fair value hierarchy: As of December 31, 2022 2021 Financial assets: (1) Equity investment (2) $ 977 $ 1,500 Total financial assets $ 977 $ 1,500 Financial liabilities: (1) Derivative liabilities (3) $ 14,134 $ 92,435 Contingent consideration liabilities (4) 4,793 8,223 Total financial liabilities $ 18,927 $ 100,658 (1) The Company has no financial assets or liabilities in Level 1 or 2 within the fair value hierarchy as of December 31, 2022 and 2021, and there were no transfers between hierarchy levels during the years ended December 31, 2022 and 2021. (2) The Company adjusted its equity investment carrying value as of December 31, 2022 to reflect its equity balance of the investee, resulting in the recording of a loss on investment of $523 during the year ended December 31, 2022. The loss on investment is included within other income (expenses), net in the consolidated statements of operations and comprehensive income (loss). (3) Refer to Note 14 - Derivative Liabilities (4) Refer to Note 7 - Acquisitions |
BUSINESS CONCENTRATION (Tables)
BUSINESS CONCENTRATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk | Accounts receivable from customers that amounted to more than 10% of the Company’s accounts receivable as of December 31, 2022 and 2021 are as follows: As of December 31, 2022 2021 Customer A * 22% Customer B 10% 22% Customer C * 13% Customer D * 11% * Less than 10% of accounts receivable, net The Company purchased inventory from vendors that amounted to more than 10% of the Company’s total purchases for the years ended December 31, 2022, 2021 and 2020 are as follows: Year Ended December 31, 2022 2021 2020 Vendor A 24% 25% 23% Vendor B 13% 11% 11% Vendor C * * 15% * Less than 10% of total product purchases |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
Loss from operations | $ 220,333 | $ 35,765 | $ 16,554 | |
Asset impairments | 159,645 | 6,344 | 0 | |
Net cash flows used in operating activities | 21,416 | $ 14,304 | 12,364 | |
Working capital | 37,577 | |||
Error Correction, Type [Extensible Enumeration] | Incorrect Input In Valuation Model [Member] | |||
Overstatement of goodwill | $ (38,239) | $ (45,828) | (19,093) | |
Number of reportable segments | segment | 1 | |||
Deferred income taxes and uncertain tax positions | $ (17,455) | 21,713 | 8,300 | |
Accounts payable, accrued expenses and other current liabilities | (24,106) | (21,558) | (7,842) | |
Other liabilities - non-current | 21,555 | 26,559 | ||
Debt, net - current portion | $ (8,704) | (6,181) | ||
Revision of Prior Period, Reclassification, Adjustment | ||||
Debt Instrument [Line Items] | ||||
Deferred income taxes and uncertain tax positions | 26,823 | 11,857 | ||
Accounts payable, accrued expenses and other current liabilities | 26,823 | $ 11,857 | ||
Other liabilities - non-current | 3,173 | |||
Debt, net - current portion | 3,173 | |||
Nature’s Remedy | ||||
Debt Instrument [Line Items] | ||||
Intangible assets, license | 10,000 | |||
Overstatement of goodwill | 7,092 | $ (26,086) | ||
Deferred tax liabilities | $ (2,908) | $ (21,462) |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revision of the Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Other intangible assets, net | $ 100,082 | $ 192,466 | |
Goodwill | 38,239 | 45,828 | $ 19,093 |
Total non-current assets | 459,290 | 497,693 | |
Total assets | 529,341 | 652,049 | |
Income tax liabilities - non-current | 57,200 | 60,051 | |
Total non-current liabilities | 375,822 | 387,140 | |
Total liabilities | 483,450 | 471,066 | |
Total liabilities and equity | $ 529,341 | 652,049 | |
As Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Other intangible assets, net | 182,466 | ||
Goodwill | 52,920 | ||
Total non-current assets | 494,785 | ||
Total assets | 649,141 | ||
Income tax liabilities - non-current | 57,143 | ||
Total non-current liabilities | 384,232 | ||
Total liabilities | 468,158 | ||
Total liabilities and equity | $ 649,141 |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 26,196 | $ 94,962 | $ 85,857 | |
Restricted cash | 950 | 525 | 0 | |
Cash, cash equivalents and restricted cash | $ 27,146 | $ 95,487 | $ 85,857 | $ 38,936 |
BASIS OF PRESENTATION AND SUM_7
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Property, Plant and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Buildings and building components | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Buildings and building components | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 28 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Furniture, fixtures and office equipment (including computer) | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Furniture, fixtures and office equipment (including computer) | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Finance lease ROU assets - buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 14 years |
Finance lease ROU assets - buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 28 years |
Finance lease ROU assets - machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Finance lease ROU assets - machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Revenue from Contract with Customer [Abstract] | |
Number of revenue streams | 3 |
REVENUE - Summary of Revenue Di
REVENUE - Summary of Revenue Disaggregated by Revenue Stream (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 284,284 | $ 209,292 | $ 80,772 |
Retail cannabis | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 261,016 | 195,085 | 75,499 |
Wholesale cannabis | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 23,160 | 13,792 | 4,738 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 108 | $ 415 | $ 535 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Total raw materials | $ 13,399 | $ 11,527 |
Work in process | 7,845 | 8,756 |
Finished goods | 13,845 | 23,036 |
Total inventories, net | 35,089 | 43,319 |
Cannabis plants | ||
Inventory [Line Items] | ||
Total raw materials | 4,347 | 6,347 |
Harvested cannabis and packaging | ||
Inventory [Line Items] | ||
Total raw materials | $ 9,052 | $ 5,180 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses and deposits | $ 3,409 | $ 3,837 |
Landlord receivables for reimbursement of certain expenditures | 0 | 7,357 |
Other current assets | 548 | 1,681 |
Total prepaid expenses and other current assets | $ 3,957 | $ 12,875 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Components of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | $ 202,081 | $ 144,621 |
Less: Accumulated depreciation | (24,326) | (7,341) |
Total property, plant and equipment - net | 177,755 | 137,280 |
Buildings and building components | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | 80,697 | 49,697 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | 14,085 | 12,380 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | 43,472 | 24,042 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | 27,615 | 12,656 |
Furniture, fixtures and office equipment (including computer) | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | 16,126 | 10,221 |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | $ 20,086 | $ 35,625 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 23,898 | $ 8,808 | $ 2,293 |
Capitalized interest | $ 2,616 | $ 977 | $ 1,074 |
ACQUISITIONS - 2022 Preliminary
ACQUISITIONS - 2022 Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | |||||
Apr. 30, 2022 | Mar. 31, 2022 | Apr. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liabilities Assumed: | |||||||
Goodwill | $ 38,239 | $ 45,828 | $ 19,093 | ||||
Consideration: | |||||||
Contingent consideration liabilities - current portion | $ 3,398 | $ 0 | |||||
NuLeaf | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | $ 618 | $ 618 | |||||
Prepaids and other assets | 278 | 278 | |||||
Accounts receivable, net | 39 | 39 | |||||
Inventory | 5,334 | 5,334 | |||||
Indemnification assets | 5,734 | 5,734 | |||||
Property, plant and equipment | 11,880 | 11,880 | |||||
Right-of-use assets - finance lease | 4,598 | 4,598 | |||||
Right-of-use assets - operating lease | 1,067 | 1,067 | |||||
Intangible assets | 14,097 | 14,097 | |||||
Deposits | 110 | 110 | |||||
Total assets acquired | 43,755 | 43,755 | |||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 584 | 584 | |||||
Finance lease obligations | 5,054 | 5,054 | |||||
Operating lease obligations | 1,067 | 1,067 | |||||
Deferred tax liabilities | 5,518 | 5,518 | |||||
Uncertain tax positions | 5,734 | 5,734 | |||||
Total liabilities assumed | 17,957 | 17,957 | |||||
Net assets acquired | 25,798 | 25,798 | |||||
Goodwill | 24,474 | 24,474 | |||||
Total | 50,272 | 50,272 | |||||
Consideration: | |||||||
Consideration paid in cash, net of working capital adjustments | 14,918 | ||||||
Consideration payable in cash (customary hold back liability) | 932 | ||||||
Consideration paid in promissory notes (fair value) | 12,860 | ||||||
Consideration paid in shares | 13,573 | ||||||
Contingent consideration liabilities - current portion | 7,989 | 7,989 | |||||
Fair value of consideration | 50,272 | ||||||
Indemnification assets and accrued tax liabilities | 5,734 | 5,734 | |||||
NuLeaf | Licensing Agreements | |||||||
Assets Acquired: | |||||||
Intangible assets | 10,400 | 10,400 | |||||
Apothecarium | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | $ 25 | ||||||
Prepaids and other assets | 32 | ||||||
Accounts receivable, net | 0 | ||||||
Inventory | 699 | ||||||
Indemnification assets | 0 | ||||||
Property, plant and equipment | 498 | ||||||
Right-of-use assets - finance lease | 2,333 | ||||||
Right-of-use assets - operating lease | 0 | ||||||
Intangible assets | 8,600 | ||||||
Deposits | 301 | ||||||
Total assets acquired | 12,488 | ||||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 497 | ||||||
Finance lease obligations | 2,323 | ||||||
Operating lease obligations | 0 | ||||||
Deferred tax liabilities | 2,283 | ||||||
Uncertain tax positions | 0 | ||||||
Total liabilities assumed | 5,103 | ||||||
Net assets acquired | 7,385 | ||||||
Goodwill | 7,834 | ||||||
Total | 15,219 | ||||||
Consideration: | |||||||
Consideration paid in cash, net of working capital adjustments | 6,703 | ||||||
Consideration payable in cash (customary hold back liability) | 0 | ||||||
Consideration paid in promissory notes (fair value) | 6,922 | ||||||
Consideration paid in shares | 1,594 | ||||||
Contingent consideration liabilities - current portion | 0 | ||||||
Fair value of consideration | $ 15,219 | ||||||
Apothecarium | Licensing Agreements | |||||||
Assets Acquired: | |||||||
Intangible assets | $ 8,600 | ||||||
2022 Business Combinations | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | 643 | 643 | |||||
Prepaids and other assets | 310 | 310 | |||||
Accounts receivable, net | 39 | 39 | |||||
Inventory | 6,033 | 6,033 | |||||
Indemnification assets | 5,734 | 5,734 | |||||
Property, plant and equipment | 12,378 | 12,378 | |||||
Right-of-use assets - finance lease | 6,931 | 6,931 | |||||
Right-of-use assets - operating lease | 1,067 | 1,067 | |||||
Intangible assets | 22,697 | 22,697 | |||||
Deposits | 411 | 411 | |||||
Total assets acquired | 56,243 | 56,243 | |||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 1,081 | 1,081 | |||||
Finance lease obligations | 7,377 | 7,377 | |||||
Operating lease obligations | 1,067 | 1,067 | |||||
Deferred tax liabilities | 7,801 | 7,801 | |||||
Uncertain tax positions | 5,734 | 5,734 | |||||
Total liabilities assumed | 23,060 | 23,060 | |||||
Net assets acquired | 33,183 | 33,183 | |||||
Goodwill | 32,308 | 32,308 | |||||
Total | 65,491 | 65,491 | |||||
Consideration: | |||||||
Consideration paid in cash, net of working capital adjustments | 21,621 | ||||||
Consideration payable in cash (customary hold back liability) | 932 | ||||||
Consideration paid in promissory notes (fair value) | 19,782 | ||||||
Consideration paid in shares | 15,167 | ||||||
Contingent consideration liabilities - current portion | $ 7,989 | 7,989 | |||||
Fair value of consideration | $ 65,491 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 18, 2020 dispensary | Jul. 24, 2020 USD ($) | Jan. 29, 2020 USD ($) dispensary $ / shares shares | Sep. 30, 2022 | Jul. 31, 2022 USD ($) shares | Apr. 30, 2022 USD ($) ft² dispensary $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) ft² dispensary $ / shares shares | Jul. 31, 2021 USD ($) ft² | Apr. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) $ / shares shares | Jan. 31, 2021 shares | Jul. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) | Jul. 31, 2021 a | Aug. 11, 2020 | Jun. 25, 2020 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||||||||||||||||||
Contingent consideration liabilities - current portion | $ 3,398,000 | $ 0 | |||||||||||||||||||
Other liabilities - non-current | 1,395,000 | 8,223,000 | |||||||||||||||||||
Acquisition related costs | 1,204,000 | 350,000 | $ 502,000 | ||||||||||||||||||
Contributed revenues | 28,912,000 | 15,107,000 | 36,364,000 | ||||||||||||||||||
Contributed net (loss) income | $ (43,603,000) | $ (1,120,000) | 7,667,000 | ||||||||||||||||||
Stock price per share | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Warrants and rights outstanding, measurement input | 1.28 | ||||||||||||||||||||
Exercise price | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2 | ||||||||||||||||||||
Remaining life | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Warrants and rights outstanding, measurement input | 1.35 | ||||||||||||||||||||
Weighted average volatility | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.76 | ||||||||||||||||||||
Risk-free annual interest rate | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.0146 | ||||||||||||||||||||
Discount Rate | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible assets, measurement input | 0.12 | ||||||||||||||||||||
Measurement Input, Growth Rate | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible assets, measurement input | 0 | ||||||||||||||||||||
Measurement Input, Useful Life, Minimum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible assets, measurement input | 9 | ||||||||||||||||||||
Measurement Input, Useful Life, Maximum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible assets, measurement input | 11 | ||||||||||||||||||||
PAMS | Affiliated Entity | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid in promissory notes (fair value) | $ 3,000,000 | ||||||||||||||||||||
OhiGrow | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Area of real estate property (in sq ft) | 10,000 | 1.35 | |||||||||||||||||||
Consideration paid in cash, as adjusted for working capital adjustments | $ 4,949,000 | ||||||||||||||||||||
Grover Beach | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid in cash, as adjusted for working capital adjustments | $ 3,592,000 | ||||||||||||||||||||
Equity acquired | 22% | 78% | |||||||||||||||||||
Equity interest issued and issuable (in shares) | shares | 49,348 | ||||||||||||||||||||
Equity issued, price per share (in dollars per share) | $ / shares | $ 7.46 | ||||||||||||||||||||
Rights to remaining equity | $ 1 | ||||||||||||||||||||
Unsecured Debt | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Debt instrument interest rate | 12% | ||||||||||||||||||||
Nature's Remedy Three-Year Note | Unsecured Debt | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Debt instrument term | 3 years | 3 years | |||||||||||||||||||
Debt instrument principal amount | $ 11,500,000 | ||||||||||||||||||||
Debt instrument interest rate | 8% | ||||||||||||||||||||
Nature's Remedy Five-Year Note | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||
Nature's Remedy Five-Year Note | Unsecured Debt | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Debt instrument principal amount | $ 5,000,000 | ||||||||||||||||||||
Debt instrument interest rate | 8% | ||||||||||||||||||||
PAMS | Secured Debt | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Debt instrument interest rate | 12% | ||||||||||||||||||||
NuLeaf | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interests acquired | 100% | ||||||||||||||||||||
Consideration paid in cash, net of working capital adjustments | $ 14,918,000 | ||||||||||||||||||||
Equity issued (in shares) | shares | 4,662,384 | ||||||||||||||||||||
Equity issued, price per share (in dollars per share) | $ / shares | $ 2.91 | ||||||||||||||||||||
Debt instrument term | 5 years | 5 years | |||||||||||||||||||
Consideration payable in cash (customary hold back liability) | $ 932,000 | ||||||||||||||||||||
Contingent liability | 10,000,000 | ||||||||||||||||||||
Contingent liability, cash | 3,000,000 | ||||||||||||||||||||
Contingent liability, additional debt | 3,000,000 | ||||||||||||||||||||
Payment for contingent consideration liability | $ 3,000,000 | ||||||||||||||||||||
Payment for contingent consideration liability, net | $ 2,657,000 | ||||||||||||||||||||
Equity interest issued to settle contingent liability (in shares) | shares | 888,880 | ||||||||||||||||||||
Equity interest issued to settle contingent liability | $ 1,529,000 | ||||||||||||||||||||
Consideration paid in promissory notes (fair value) | 12,860,000 | ||||||||||||||||||||
Contingent consideration liabilities - current portion | $ 7,989,000 | ||||||||||||||||||||
NuLeaf | Las Vegas, Nevada | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of retail dispensaries | dispensary | 2 | ||||||||||||||||||||
NuLeaf | Las Vegas Boulevard, Nevada | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of retail dispensaries | dispensary | 1 | ||||||||||||||||||||
NuLeaf | Sparks, Nevada | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Area of real estate property (in sq ft) | ft² | 27,000 | ||||||||||||||||||||
NuLeaf | Reno, Nevada | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Area of real estate property (in sq ft) | ft² | 13,000 | ||||||||||||||||||||
NuLeaf | Nuleaf Unsecured Promissory Notes | Unsecured Debt | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Debt instrument principal amount | $ 15,750,000 | ||||||||||||||||||||
Senior notes, fair value | $ 12,860,000 | ||||||||||||||||||||
Debt instrument interest rate | 8% | ||||||||||||||||||||
Apothecarium | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interests acquired | 100% | ||||||||||||||||||||
Consideration paid in cash, net of working capital adjustments | $ 6,703,000 | ||||||||||||||||||||
Equity issued (in shares) | shares | 527,704 | ||||||||||||||||||||
Equity issued, price per share (in dollars per share) | $ / shares | $ 3.02 | ||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||
Consideration payable in cash (customary hold back liability) | $ 0 | ||||||||||||||||||||
Consideration paid in promissory notes (fair value) | 9,853,000 | ||||||||||||||||||||
Consideration paid in promissory notes (fair value) | 6,922,000 | ||||||||||||||||||||
Contingent consideration liabilities - current portion | $ 0 | ||||||||||||||||||||
Nature’s Remedy | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interests acquired | 100% | ||||||||||||||||||||
Number of retail dispensaries | dispensary | 2 | ||||||||||||||||||||
Area of real estate property (in sq ft) | ft² | 50,000 | ||||||||||||||||||||
Equity issued (in shares) | shares | 8,700,000 | ||||||||||||||||||||
Equity issued, price per share (in dollars per share) | $ / shares | $ 4.10 | ||||||||||||||||||||
Contingent liability | $ 8,223,000 | ||||||||||||||||||||
Payment for contingent consideration liability | $ 5,000,000 | ||||||||||||||||||||
Consideration paid in promissory notes (fair value) | 15,345,000 | ||||||||||||||||||||
Contingent consideration, equity interest issued and issuable | 5,000,000 | ||||||||||||||||||||
Minimum contingent consideration | 0 | ||||||||||||||||||||
Maximum contingent consideration | 10,800,000 | ||||||||||||||||||||
Contingent consideration liabilities - current portion | $ 3,398,000 | ||||||||||||||||||||
Other liabilities - non-current | 1,395,000 | ||||||||||||||||||||
Consideration paid in cash, net of working capital adjustments | $ 40,360,000 | ||||||||||||||||||||
Nature’s Remedy | First Milestone Period | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Contingent consideration period | 12 months | ||||||||||||||||||||
Nature’s Remedy | Second Milestone Period | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Contingent liability | 4,793,000 | ||||||||||||||||||||
Contingent consideration period | 18 months | ||||||||||||||||||||
Nature’s Remedy | Nature's Remedy Three-Year Note | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Debt instrument term | 3 years | 3 years | |||||||||||||||||||
Contingent liability, additional debt | $ 5,000,000 | 5,000,000 | |||||||||||||||||||
Consideration paid in promissory notes (fair value) | $ 11,500,000 | ||||||||||||||||||||
Maximum contingent consideration, net | $ 4,708,000 | ||||||||||||||||||||
Nature’s Remedy | Nature's Remedy Five-Year Note | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||
Consideration paid in promissory notes (fair value) | $ 5,000,000 | ||||||||||||||||||||
OSD | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interests acquired | 100% | ||||||||||||||||||||
Consideration paid in promissory notes (fair value) | $ 3,100,000 | ||||||||||||||||||||
Consideration paid in promissory notes (fair value) | 2,429,000 | ||||||||||||||||||||
Consideration paid in cash, net of working capital adjustments | $ 1,827,000 | ||||||||||||||||||||
PAMS | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interests acquired | 100% | ||||||||||||||||||||
Consideration paid in promissory notes (fair value) | 2,658,000 | ||||||||||||||||||||
Consideration paid in cash, net of working capital adjustments | 15,054,000 | ||||||||||||||||||||
PADS | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interests acquired | 100% | ||||||||||||||||||||
Purchase option, expiration period | 18 months | ||||||||||||||||||||
Number of businesses acquired | dispensary | 2 | ||||||||||||||||||||
Payments to acquire business, purchase option | 1,553,000 | ||||||||||||||||||||
Purchase option, gain (loss) | 440,000 | ||||||||||||||||||||
Consideration paid in cash, net of working capital adjustments | 5,671,000 | ||||||||||||||||||||
TGS Transaction | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interests acquired | 75% | 51% | |||||||||||||||||||
Equity issued (in shares) | shares | 416,060 | ||||||||||||||||||||
Contingent liability | $ 8,500,000 | ||||||||||||||||||||
Consideration paid in promissory notes (fair value) | $ 12,000,000 | ||||||||||||||||||||
Number of businesses acquired | dispensary | 2 | ||||||||||||||||||||
Percentage of voting interests returned | 51% | ||||||||||||||||||||
Fee amount | $ 2,442,000 | ||||||||||||||||||||
Liabilities incurred, convertible debt | $ 9,555,000 | ||||||||||||||||||||
Percentage of voting interests acquired, option to purchase | 49% | ||||||||||||||||||||
Percentage of voting interests acquired, option to purchase, period | 30 months | ||||||||||||||||||||
Contingent consideration, liability, fair value | $ 8,440,000 | ||||||||||||||||||||
TGS Transaction | Subordinate Voting Shares | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Derivative warrants exercise price (in dollars per share) | $ / shares | $ 2 | ||||||||||||||||||||
TGS Transaction | Subordinate Voting Shares | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
TGS Transaction (in shares) | shares | 5,000,000 | ||||||||||||||||||||
Derivative warrants exercises (in shares) | shares | 2,500,000 | ||||||||||||||||||||
GSG Santa Barbara | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interests acquired | 100% | ||||||||||||||||||||
Consideration paid in cash, net of working capital adjustments | $ 4,900,000 | $ 2,250,000 | |||||||||||||||||||
Agape | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity interests acquired | 20% | 80% | |||||||||||||||||||
Equity issued (in shares) | shares | 500,000 |
ACQUISITIONS - 2021 Preliminary
ACQUISITIONS - 2021 Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Liabilities Assumed: | |||||||
Goodwill | $ 45,828 | $ 19,093 | $ 38,239 | ||||
2021 Business Combinations and Asset Acquisitions | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | 3,454 | ||||||
Prepaids | 378 | ||||||
Accounts receivable, net | 263 | ||||||
Inventory | 16,066 | ||||||
Indemnification assets | 2,733 | ||||||
Right-of-use assets - operating lease | 3,196 | ||||||
Assets Acquired: | |||||||
Property, plant and equipment | 22,904 | ||||||
Right-of-use assets - finance leases | 29,355 | ||||||
Intangible assets - license | 63,631 | ||||||
Deposits | 45 | ||||||
Total assets acquired | 148,525 | ||||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 7,194 | ||||||
Operating lease obligations | 3,126 | ||||||
Deferred tax liabilities | 22,110 | ||||||
Uncertain tax positions | 2,733 | ||||||
Liabilities Assumed: | |||||||
Finance lease obligations | 29,084 | ||||||
Total liabilities assumed | 64,247 | ||||||
Net assets acquired | 84,278 | ||||||
Goodwill | 28,518 | ||||||
Total | 112,796 | ||||||
Consideration paid in cash, as adjusted for working capital adjustments | 50,728 | ||||||
Consideration paid in promissory notes (fair value) | 17,774 | ||||||
Consideration paid in shares | 36,038 | ||||||
Contingent liability | 8,223 | ||||||
Capitalized costs | 33 | ||||||
Fair value of consideration | 112,796 | ||||||
2021 Business Combinations and Asset Acquisitions | Tradenames | |||||||
Assets Acquired: | |||||||
Intangible assets | 4,400 | ||||||
2021 Business Combinations and Asset Acquisitions | Customer Relationships | |||||||
Assets Acquired: | |||||||
Intangible assets | 2,100 | ||||||
OhiGrow | |||||||
Assets Acquired: | |||||||
Property, plant and equipment | $ 3,165 | ||||||
Intangible assets - license | 1,817 | ||||||
Total assets acquired | 4,982 | ||||||
Liabilities Assumed: | |||||||
Total liabilities assumed | 0 | ||||||
Net assets acquired | 4,982 | ||||||
Consideration paid in cash, as adjusted for working capital adjustments | 4,949 | ||||||
Capitalized costs | 33 | ||||||
Fair value of consideration | $ 4,982 | ||||||
Grover Beach | |||||||
Assets Acquired: | |||||||
Property, plant and equipment | $ 269 | ||||||
Right-of-use assets - finance leases | 2,050 | ||||||
Intangible assets - license | 3,654 | ||||||
Deposits | 19 | ||||||
Total assets acquired | 5,992 | ||||||
Liabilities Assumed: | |||||||
Finance lease obligations | 2,032 | ||||||
Total liabilities assumed | 2,032 | ||||||
Net assets acquired | 3,960 | ||||||
Consideration paid in cash, as adjusted for working capital adjustments | 3,592 | ||||||
Consideration paid in shares | 368 | ||||||
Fair value of consideration | $ 3,960 | ||||||
Nature’s Remedy | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | $ 3,195 | ||||||
Prepaids | 325 | ||||||
Accounts receivable, net | 263 | ||||||
Inventory | 15,882 | ||||||
Indemnification assets | 1,322 | ||||||
Property, plant and equipment | 19,470 | ||||||
Right-of-use assets - finance lease | 27,305 | ||||||
Right-of-use assets - operating lease | 1,337 | ||||||
Intangible assets | 56,000 | ||||||
Deposits | 20 | ||||||
Total assets acquired | 131,619 | ||||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 7,004 | ||||||
Finance lease obligations | 27,052 | ||||||
Operating lease obligations | 1,267 | ||||||
Deferred tax liabilities | 21,462 | 2,908 | |||||
Uncertain tax positions | 1,322 | ||||||
Total liabilities assumed | 58,107 | ||||||
Liabilities Assumed: | |||||||
Net assets acquired | 73,512 | ||||||
Goodwill | 26,086 | (7,092) | |||||
Total | 99,598 | ||||||
Consideration paid in cash, net of working capital adjustments | 40,360 | ||||||
Consideration paid in promissory notes (fair value) | 15,345 | ||||||
Consideration paid in shares | 35,670 | ||||||
Contingent liability | 8,223 | ||||||
Fair value of consideration | 99,598 | ||||||
Intangible assets, license | $ 10,000 | ||||||
Nature’s Remedy | Tradenames | |||||||
Assets Acquired: | |||||||
Intangible assets | 4,400 | ||||||
Liabilities Assumed: | |||||||
Useful life | 5 years | ||||||
Nature’s Remedy | Customer Relationships | |||||||
Assets Acquired: | |||||||
Intangible assets | $ 2,100 | ||||||
Liabilities Assumed: | |||||||
Useful life | 15 years | ||||||
OSD | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | $ 259 | ||||||
Prepaids | 53 | ||||||
Inventory | 184 | ||||||
Indemnification assets | 1,411 | ||||||
Right-of-use assets - operating lease | 1,859 | ||||||
Intangible assets | 2,160 | ||||||
Deposits | 6 | ||||||
Total assets acquired | 5,932 | ||||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 190 | ||||||
Operating lease obligations | 1,859 | ||||||
Deferred tax liabilities | 648 | ||||||
Uncertain tax positions | 1,411 | ||||||
Total liabilities assumed | 4,108 | ||||||
Liabilities Assumed: | |||||||
Net assets acquired | 1,824 | ||||||
Goodwill | 2,432 | ||||||
Total | 4,256 | ||||||
Consideration paid in cash, net of working capital adjustments | 1,827 | ||||||
Consideration paid in promissory notes (fair value) | 2,429 | ||||||
Fair value of consideration | $ 4,256 | ||||||
Nature's Remedy and Organic Solutions of the Dessert, LLC | |||||||
Assets Acquired: | |||||||
Indemnification assets | $ 2,733 | ||||||
PAMS | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | 118 | ||||||
Prepaids | 214 | ||||||
Accounts receivable, net | 407 | ||||||
Inventory | 4,251 | ||||||
Property, plant and equipment | 579 | ||||||
Right-of-use assets - finance lease | 15,017 | ||||||
Intangible assets | 19,189 | ||||||
Intangible assets | 425 | ||||||
Deposits | 540 | ||||||
Total assets acquired | 40,740 | ||||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 335 | ||||||
Finance lease obligations | 17,013 | ||||||
Deferred tax liabilities | 1,410 | ||||||
Total liabilities assumed | 18,758 | ||||||
Liabilities Assumed: | |||||||
Net assets acquired | 21,982 | ||||||
Consideration paid in cash, net of working capital adjustments | 15,054 | ||||||
Consideration paid in promissory notes (fair value) | 2,658 | ||||||
Fair value of consideration | $ 17,712 | ||||||
PAMS | Minimum | Patents and Customer Relationships | |||||||
Liabilities Assumed: | |||||||
Useful life | 3 months | ||||||
PAMS | Maximum | Patents and Customer Relationships | |||||||
Liabilities Assumed: | |||||||
Useful life | 5 years |
ACQUISITIONS - 2020 Preliminary
ACQUISITIONS - 2020 Preliminary Purchase Price Allocation (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2021 | Jan. 25, 2021 | Jul. 31, 2020 | |
Liabilities Assumed: | |||||||
Goodwill | $ 38,239,000 | $ 45,828,000 | $ 19,093,000 | ||||
Bargain purchase on business combination | $ 0 | $ 0 | 10,149,000 | ||||
Acquisition Facility | Senior Notes | |||||||
Liabilities Assumed: | |||||||
Debt instrument interest rate | 10% | ||||||
Debt instrument principal amount | $ 100,000,000 | ||||||
PAMS | Secured Debt | |||||||
Liabilities Assumed: | |||||||
Debt instrument interest rate | 12% | ||||||
2020 Business Combinations and Asset Acquisitions | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | 1,102,000 | ||||||
Accounts receivable, net | 407,000 | ||||||
Inventory | 4,543,000 | ||||||
Property, plant and equipment | 2,119,000 | ||||||
Right-of-use assets - finance lease | 15,717,000 | ||||||
Right-of-use assets - operating lease | 1,187,000 | ||||||
Intangible assets - patent/customer database | 425,000 | ||||||
Deposits | 555,000 | ||||||
Assets Acquired: | |||||||
Prepaid expenses and other current assets | 313,000 | ||||||
Intangible assets - license | 45,080,000 | ||||||
Total assets acquired | 71,448,000 | ||||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 1,076,000 | ||||||
Finance lease obligations | 17,708,000 | ||||||
Operating lease obligations | 1,187,000 | ||||||
Deferred tax liabilities | 1,410,000 | ||||||
Liabilities Assumed: | |||||||
Note payable | 90,000 | ||||||
Total liabilities assumed | 21,471,000 | ||||||
Net assets acquired | 49,977,000 | ||||||
Non-controlling interests | (6,221,000) | ||||||
Total net assets acquired net of non-controlling interest | 43,756,000 | ||||||
Consideration paid in cash, as adjusted for working capital adjustments | 31,367,000 | $ 2,320,000 | |||||
Capitalized costs | 619,000 | ||||||
Fair value of PADS purchase option | 1,992,000 | ||||||
Consideration paid in 10% senior notes | 1,476,000 | ||||||
Consideration paid in warrants | 524,000 | ||||||
Consideration paid in promissory notes (net of discount) | 2,658,000 | ||||||
Assumption of Beacon Notes and accrued interest | 9,555,000 | ||||||
Net effect of other related transactions | (15,740,000) | ||||||
Consideration paid in shares | 1,000,000 | ||||||
Fair value of consideration | 33,451,000 | ||||||
Goodwill | 1,375,000 | ||||||
Bargain purchase on business combination | 11,680,000 | ||||||
Agape | |||||||
Assets Acquired: | |||||||
Prepaids and other assets | 10,000 | ||||||
Intangible assets - license | 7,881,000 | ||||||
Total assets acquired | 7,891,000 | ||||||
Liabilities Assumed: | |||||||
Note payable | 90,000 | ||||||
Total liabilities assumed | 90,000 | ||||||
Net assets acquired | 7,801,000 | ||||||
Non-controlling interests | (1,560,000) | ||||||
Total net assets acquired net of non-controlling interest | 6,241,000 | ||||||
Consideration paid in cash, as adjusted for working capital adjustments | 3,050,000 | ||||||
Capitalized costs | 191,000 | ||||||
Consideration paid in 10% senior notes | 1,476,000 | ||||||
Consideration paid in warrants | 524,000 | ||||||
Consideration paid in shares | 1,000,000 | ||||||
Fair value of consideration | $ 6,241,000 | ||||||
Derivative warrants exercise price (in dollars per share) | $ 1.25 | $ 1.30 | |||||
Agape | Super Voting Shares | |||||||
Liabilities Assumed: | |||||||
Derivative warrants exercises (in shares) | 633,433 | 769,231 | |||||
Agape | Acquisition Facility | Senior Notes | |||||||
Liabilities Assumed: | |||||||
Debt instrument interest rate | 10% | ||||||
Debt instrument principal amount | $ 2,000,000 | ||||||
GSG Santa Barbara | |||||||
Assets Acquired: | |||||||
Intangible assets - license | 5,328,000 | ||||||
Total assets acquired | 5,328,000 | ||||||
Liabilities Assumed: | |||||||
Net assets acquired | 5,328,000 | ||||||
Total net assets acquired net of non-controlling interest | 5,328,000 | ||||||
Consideration paid in cash, as adjusted for working capital adjustments | 4,900,000 | ||||||
Capitalized costs | 428,000 | ||||||
Fair value of consideration | 5,328,000 | ||||||
PAMS | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | 118,000 | ||||||
Prepaids and other assets | 214,000 | ||||||
Accounts receivable, net | 407,000 | ||||||
Inventory | 4,251,000 | ||||||
Property, plant and equipment | 579,000 | ||||||
Right-of-use assets - finance lease | 15,017,000 | ||||||
Intangible assets - license | 19,189,000 | ||||||
Intangible assets - patent/customer database | 425,000 | ||||||
Deposits | 540,000 | ||||||
Total assets acquired | 40,740,000 | ||||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 335,000 | ||||||
Finance lease obligations | 17,013,000 | ||||||
Deferred tax liabilities | 1,410,000 | ||||||
Total liabilities assumed | 18,758,000 | ||||||
Liabilities Assumed: | |||||||
Net assets acquired | 21,982,000 | ||||||
Total net assets acquired net of non-controlling interest | 21,982,000 | ||||||
Consideration paid in cash, net of working capital adjustments | 15,054,000 | ||||||
Consideration paid in promissory notes (net of discount) | 2,658,000 | ||||||
Fair value of consideration | 17,712,000 | ||||||
Bargain purchase on business combination | $ 4,270,000 | ||||||
PAMS | Patents and Customer Relationships | Minimum | |||||||
Liabilities Assumed: | |||||||
Useful life | 3 months | ||||||
PAMS | Patents and Customer Relationships | Maximum | |||||||
Liabilities Assumed: | |||||||
Useful life | 5 years | ||||||
PADS | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | $ 971,000 | ||||||
Prepaids and other assets | 5,000 | ||||||
Inventory | 192,000 | ||||||
Property, plant and equipment | 1,075,000 | ||||||
Right-of-use assets - finance lease | 234,000 | ||||||
Right-of-use assets - operating lease | 310,000 | ||||||
Intangible assets - license | 4,182,000 | ||||||
Deposits | 15,000 | ||||||
Total assets acquired | 6,984,000 | ||||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 156,000 | ||||||
Finance lease obligations | 230,000 | ||||||
Operating lease obligations | 310,000 | ||||||
Total liabilities assumed | 696,000 | ||||||
Liabilities Assumed: | |||||||
Net assets acquired | 6,288,000 | ||||||
Total net assets acquired net of non-controlling interest | 6,288,000 | ||||||
Consideration paid in cash, net of working capital adjustments | 5,671,000 | ||||||
Fair value of PADS purchase option | 1,992,000 | ||||||
Fair value of consideration | 7,663,000 | ||||||
Goodwill | 1,375,000 | ||||||
BHILH | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | 13,000 | ||||||
Prepaids and other assets | 84,000 | ||||||
Inventory | 100,000 | ||||||
Property, plant and equipment | 465,000 | ||||||
Right-of-use assets - finance lease | 466,000 | ||||||
Right-of-use assets - operating lease | 877,000 | ||||||
Intangible assets - license | 8,500,000 | ||||||
Total assets acquired | 10,505,000 | ||||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 585,000 | ||||||
Finance lease obligations | 465,000 | ||||||
Operating lease obligations | 877,000 | ||||||
Total liabilities assumed | 1,927,000 | ||||||
Liabilities Assumed: | |||||||
Net assets acquired | 8,578,000 | ||||||
Non-controlling interests | (4,661,000) | ||||||
Total net assets acquired net of non-controlling interest | 3,917,000 | ||||||
Consideration paid in cash, net of working capital adjustments | 2,692,000 | ||||||
Assumption of Beacon Notes and accrued interest | 9,555,000 | ||||||
Net effect of other related transactions | (15,740,000) | ||||||
Fair value of consideration | (3,493,000) | ||||||
Bargain purchase on business combination | 7,410,000 | ||||||
Disposal group, gain (loss) on disposal | 1,531,000 | ||||||
Write down and impairment | 1,681,000 | ||||||
Other adjustments | $ 150,000 |
ACQUISITIONS - Net effect of Ot
ACQUISITIONS - Net effect of Other Related Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jan. 29, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||
Goodwill impairment | $ 39,643 | $ 1,783 | $ 0 | ||
Subordinate Voting Shares | |||||
Business Acquisition [Line Items] | |||||
Common stock, issued (in shares) | 196,686,372 | 182,707,359 | |||
TGS Transaction | |||||
Business Acquisition [Line Items] | |||||
Redemption Liability cancelled | $ 8,440 | ||||
5,000,000 Subordinate Voting Shares of Jushi Holdings, Inc. and warrants with an exercise price of $2.00 to purchase 2,500,000 Subordinate Voting Shares of Jushi Holdings, Inc. returned to Jushi | 7,075 | ||||
416,060 common shares of OGI | 1,092 | ||||
Payment to Jushi for the OGI options that were liquidated | 478 | ||||
TGS National fair value of intangibles, net of other items returned and derecognized | (918) | ||||
TGS National cash given up | (427) | ||||
Net effect of other related transactions | $ 15,740 | ||||
Equity issued (in shares) | 416,060 | ||||
Difference between disposed intangibles and fair value | $ 1,748 | ||||
Difference between disposed intangibles and fair value, net | 217 | ||||
Disposed intangibles | 2,666 | ||||
Disposal group, gain (loss) on disposal | $ 1,531 | ||||
Goodwill impairment | $ 8,990 | ||||
TGS Transaction | Subordinate Voting Shares | |||||
Business Acquisition [Line Items] | |||||
Derivative warrants exercise price (in dollars per share) | $ 2 | ||||
TGS Transaction | Subordinate Voting Shares | |||||
Business Acquisition [Line Items] | |||||
Common stock subject to repurchase or cancellation (in shares) | 5,000,000 | ||||
Common stock, issued (in shares) | 2,500,000 |
ACQUISITIONS - Proforma Financi
ACQUISITIONS - Proforma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |||
Revenue | $ 293,947 | $ 284,026 | $ 149,539 |
Net (loss) income | $ (197,743) | $ 20,681 | $ (228,501) |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | |||
Balance at beginning of period | $ 45,828 | $ 19,093 | |
Additions from acquisitions, including reclassification of $254 | 35,480 | 28,518 | |
Impairment | (39,643) | (1,783) | $ 0 |
Measurement period adjustment | (3,426) | ||
Balance at end of period | 38,239 | $ 45,828 | $ 19,093 |
Goodwill, reclassifications | $ 254 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amount | $ 108,242 | $ 197,503 |
Less: Accumulated Amortization | (8,160) | (5,037) |
Other intangible assets, net | 100,082 | 192,466 |
Intellectual Property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amount | $ 9,580 | 9,580 |
Estimated Useful Life | 10 years | |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amount | $ 12,800 | 10,200 |
Tradenames | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 1 year | |
Tradenames | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 15 years | |
Patient/Customer database | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amount | $ 3,195 | 2,795 |
Patient/Customer database | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | |
Patient/Customer database | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 10 years | |
Non-compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amount | $ 155 | 155 |
Estimated Useful Life | 3 years | |
Website development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amount | $ 61 | 61 |
Estimated Useful Life | 3 years | |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 82,401 | 174,662 |
Formulations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 50 | $ 50 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||
Amortization of intangible assets | $ 3,123 | $ 1,977 | $ 2,202 |
Goodwill impairment | $ 39,643 | $ 1,783 | $ 0 |
Cash flow forecast period | 5 years | ||
Perpetual Growth Rate | |||
Goodwill [Line Items] | |||
Licensed market operations, measurement input | 3% | ||
Discount Rate | |||
Goodwill [Line Items] | |||
Licensed market operations, measurement input | 16.50% |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Future Annual Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2023 | $ 3,237 |
2024 | 3,214 |
2025 | 3,182 |
2026 | 2,911 |
2027 | 1,912 |
Thereafter | 3,175 |
Total estimated future amortization expense | $ 17,631 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Key Assumptions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Goodwill impairment | $ 39,643 | $ 1,783 | $ 0 |
Intangible asset impairment | 111,515 | $ 0 | $ 0 |
Cash flow forecast period | 5 years | ||
Perpetual Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 3% | ||
Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 16.50% | ||
California | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Goodwill impairment | 2,432 | ||
Intangible asset impairment | $ 10,142 | ||
Cash flow forecast period | 5 years | ||
California | Perpetual Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 2% | ||
California | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 22.50% | ||
California | Weighted Average Cost of Capital | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 21.50% | ||
Massachusetts | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Goodwill impairment | $ 12,231 | ||
Intangible asset impairment | $ 37,954 | ||
Cash flow forecast period | 5 years | ||
Massachusetts | Perpetual Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 2% | ||
Massachusetts | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 21% | ||
Massachusetts | Weighted Average Cost of Capital | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 20% | ||
Nevada | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Goodwill impairment | $ 24,980 | ||
Intangible asset impairment | $ 22,150 | ||
Cash flow forecast period | 5 years | ||
Nevada | Perpetual Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 2% | ||
Nevada | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 21% | ||
Nevada | Weighted Average Cost of Capital | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 20% | ||
Ohio | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Goodwill impairment | $ 0 | ||
Intangible asset impairment | $ 5,317 | ||
Cash flow forecast period | 5 years | ||
Ohio | Perpetual Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 2% | ||
Ohio | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 24.50% | ||
Ohio | Weighted Average Cost of Capital | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 23.50% | ||
Pennsylvania | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Goodwill impairment | $ 0 | ||
Intangible asset impairment | $ 35,952 | ||
Cash flow forecast period | 5 years | ||
Pennsylvania | Perpetual Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 2% | ||
Pennsylvania | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 22% | ||
Pennsylvania | Weighted Average Cost of Capital | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 21% |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Operating lease assets | $ 16,244 | $ 17,288 |
Indemnification assets | 8,198 | 2,733 |
Deposits and escrows - properties | 1,637 | 1,343 |
Equity investment | 977 | 1,500 |
Deposits - equipment | 484 | 4,315 |
Other | 703 | 407 |
Other non-current assets | $ 28,243 | $ 27,586 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets | Other non-current assets |
PVLLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest | 23.08% |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Goods received not invoiced | $ 11,620 | $ 8,007 |
Accrued capital expenditures | 5,603 | 12,474 |
Accrued employee related expenses and liabilities | 6,030 | 6,062 |
Contingent consideration liabilities - current portion | 3,398 | 0 |
Operating lease obligations - current portion | 2,652 | 2,745 |
Accrued interest | 2,388 | 1,181 |
Accrued sales and excise taxes | 1,931 | 2,535 |
Deferred revenue (loyalty program) | 1,870 | 1,427 |
Accrued professional and management fees | 1,481 | 5,139 |
Other accrued expenses and current liabilities | 9,356 | 8,402 |
Total | $ 46,329 | $ 47,972 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total | Total |
OTHER NON-CURRENT LIABILITIES_2
OTHER NON-CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Operating lease liabilities | $ 15,547 | $ 15,163 |
Contingent consideration liabilities | 1,395 | 8,223 |
Other non-current liabilities | 4,613 | 3,173 |
Total | $ 21,555 | $ 26,559 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total | Total |
DEBT - Components of Debt (Deta
DEBT - Components of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt - principal amounts | $ 206,358 | $ 149,515 |
Less: debt issuance costs and original issue discounts | (17,096) | (23,536) |
Total debt - carrying amounts | 189,262 | 125,979 |
Debt, net - current portion | 8,704 | 6,181 |
Debt, net - non-current portion | 180,558 | 119,798 |
Second Lien Notes | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Total debt - principal amounts | $ 73,182 | 0 |
Effective Interest Rate | 15% | |
Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt - principal amounts | $ 0 | 75,193 |
Acquisition Facility | Acquisition Facility | ||
Debt Instrument [Line Items] | ||
Total debt - principal amounts | $ 65,000 | 40,000 |
Effective Interest Rate | 15% | |
Acquisition-related promissory notes payable | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Total debt - principal amounts | $ 57,216 | 25,767 |
Acquisition-related promissory notes payable | Unsecured Debt | Minimum | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 8% | |
Acquisition-related promissory notes payable | Unsecured Debt | Maximum | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 18% | |
Other debt | Other debt | ||
Debt Instrument [Line Items] | ||
Total debt - principal amounts | $ 10,960 | $ 8,555 |
Other debt | Other debt | Minimum | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 7% | |
Other debt | Other debt | Maximum | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 9% |
DEBT - Schedule of Future Contr
DEBT - Schedule of Future Contractual Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
2023 | $ 11,709 | |
2024 | 82,647 | |
2025 | 2,118 | |
2026 | 80,311 | |
2027 | 29,573 | |
Total debt - principal amounts | 206,358 | $ 149,515 |
Second Lien Notes | Unsecured Debt | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 73,182 | |
2027 | 0 | |
Total debt - principal amounts | 73,182 | 0 |
Acquisition Facility | Acquisition Facility | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
2023 | 4,875 | |
2024 | 60,125 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Total debt - principal amounts | 65,000 | 40,000 |
Acquisition-related promissory notes payable | Unsecured Debt | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
2023 | 3,448 | |
2024 | 22,385 | |
2025 | 1,970 | |
2026 | 6,971 | |
2027 | 22,442 | |
Total debt - principal amounts | 57,216 | 25,767 |
Other debt | Other debt | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
2023 | 3,386 | |
2024 | 137 | |
2025 | 148 | |
2026 | 158 | |
2027 | 7,131 | |
Total debt - principal amounts | $ 10,960 | $ 8,555 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Interest - Finance lease liabilities | $ 11,154 | $ 9,158 | $ 2,447 |
Capitalized interest | (2,616) | (977) | (1,074) |
Interest expense | 45,733 | 30,853 | 15,564 |
Interest income | (142) | (243) | (231) |
Total interest expense, net | 45,591 | 30,610 | 15,333 |
As Previously Reported | |||
Debt Instrument [Line Items] | |||
Interest - Finance lease liabilities | 2,451 | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest and accretion, debt | 23,268 | 19,257 | 12,095 |
Unsecured Debt | Second Lien Notes | |||
Debt Instrument [Line Items] | |||
Interest and accretion, debt | 578 | 0 | 0 |
Unsecured Debt | Acquisition-related promissory notes payable | |||
Debt Instrument [Line Items] | |||
Interest and accretion, debt | 5,518 | 1,802 | 1,903 |
Acquisition Facility | |||
Debt Instrument [Line Items] | |||
Interest and accretion, debt | 7,264 | 1,106 | 0 |
Other debt | |||
Debt Instrument [Line Items] | |||
Interest and accretion, debt | $ 567 | $ 507 | $ 189 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) shares | Sep. 30, 2022 | Jul. 31, 2022 USD ($) | Apr. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) month note | Nov. 30, 2021 USD ($) | Oct. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 28, 2021 USD ($) | Apr. 30, 2021 USD ($) | Jan. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||
Redemptions of senior notes | $ 33,726,000 | $ 8,134,000 | $ 0 | ||||||||||||||
Loss on debt modification/extinguishment/redemption | 18,858,000 | 3,815,000 | 1,853,000 | ||||||||||||||
Proceeds from long-term lines of credit | 25,000,000 | 40,000,000 | 0 | ||||||||||||||
Convertible debt | $ 2,412,000 | $ 1,562,000 | |||||||||||||||
Payments to acquire property | $ 56,881,000 | 75,296,000 | $ 22,780,000 | ||||||||||||||
Super Voting Shares | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Shares issued upon conversion of debt at maturity (in shares) | shares | 910,000 | ||||||||||||||||
NuLeaf | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument term | 5 years | 5 years | |||||||||||||||
Payment for contingent consideration liability | $ 3,000,000 | ||||||||||||||||
Nature’s Remedy | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Payment for contingent consideration liability | $ 5,000,000 | ||||||||||||||||
Warrants | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Warrants issued (in shares) | shares | 17,512,280 | 17,512,280 | 17,512,280 | ||||||||||||||
Warrants, term | 4 years | 4 years | 4 years | ||||||||||||||
Discount on warrant | 50% | 50% | 50% | ||||||||||||||
Derivative warrants exercise price (in dollars per share) | $ / shares | $ 2.086 | $ 2.086 | $ 2.086 | ||||||||||||||
Unsecured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument interest rate | 12% | 12% | 12% | ||||||||||||||
Second Lien Notes | Unsecured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 73,061,000 | $ 73,061,000 | $ 73,061,000 | ||||||||||||||
Proceeds from issuance of unsecured debt | 31,594,000 | ||||||||||||||||
Repurchase amount | 41,467,000 | 41,467,000 | 41,467,000 | ||||||||||||||
Senior Notes | Senior Notes | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Senior notes, current | $ 74,935,000 | 74,935,000 | $ 74,935,000 | ||||||||||||||
Redemptions of senior notes | 33,468,000 | ||||||||||||||||
Repayments of senior debt, noncash | 41,467,000 | ||||||||||||||||
Loss on debt modification/extinguishment/redemption | $ 18,858,000 | ||||||||||||||||
Acquisition Facility | Senior Notes | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 100,000,000 | ||||||||||||||||
Debt instrument interest rate | 10% | ||||||||||||||||
Unused capacity, commitment fee percentage | 2.25% | ||||||||||||||||
Commitment fee percentage upon maturity or refinancing | 1.50% | ||||||||||||||||
Early repayment of debt, fee percentage | 1.50% | ||||||||||||||||
Right of first refusal, percentage | 50% | ||||||||||||||||
Acquisition Facility | Acquisition Facility | Secured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument interest rate | 11% | 11% | 9.50% | 11% | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 65,000,000 | $ 65,000,000 | $ 100,000,000 | $ 65,000,000 | |||||||||||||
Debt instrument term | 5 years | ||||||||||||||||
Line of credit facility, draw period | 18 months | ||||||||||||||||
Debt instrument, interest rate, term | 2 years | ||||||||||||||||
Accordion feature, higher borrowing capacity option | $ 25,000,000 | ||||||||||||||||
Debt instrument, unamortized discount | 4,363,000 | $ 1,628,000 | 4,363,000 | 1,701,000 | 4,363,000 | 1,628,000 | |||||||||||
Debt issuance costs | 721,000 | ||||||||||||||||
Proceeds from long-term lines of credit | $ 25,000,000 | $ 40,000,000 | |||||||||||||||
Remaining borrowing capacity | 60,000,000 | 60,000,000 | |||||||||||||||
Periodic payment | 2,438,000 | ||||||||||||||||
Balloon payment to be paid | 50,375,000 | 50,375,000 | 50,375,000 | ||||||||||||||
Cash and cash equivalents, minimum | $ 6,500,000 | $ 6,500,000 | 6,500,000 | ||||||||||||||
Revenue, minimum | $ 50,000,000 | ||||||||||||||||
Apothecarium Notes Due March 16, 2027 | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of debt instruments | note | 2 | ||||||||||||||||
Apothecarium Notes Due March 16, 2027 | Unsecured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 9,853,000 | ||||||||||||||||
Periodic payment, principal | $ 3,448,000 | ||||||||||||||||
Periodic payment, period | month | 21 | ||||||||||||||||
Remaining balance monthly installments, term | month | 39 | ||||||||||||||||
Nuleaf Unsecured Promissory Notes | Unsecured Debt | NuLeaf | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 15,750,000 | ||||||||||||||||
Debt instrument interest rate | 8% | ||||||||||||||||
NuLeaf Five-Year Note | NuLeaf | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||
Nature's Remedy Three-Year Note | Nature’s Remedy | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument term | 3 years | 3 years | |||||||||||||||
Nature's Remedy Three-Year Note | Unsecured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 11,500,000 | ||||||||||||||||
Debt instrument interest rate | 8% | ||||||||||||||||
Debt instrument term | 3 years | 3 years | |||||||||||||||
Nature's Remedy Five-Year Note | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||
Nature's Remedy Five-Year Note | Nature’s Remedy | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||
Nature's Remedy Five-Year Note | Unsecured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 5,000,000 | ||||||||||||||||
Debt instrument interest rate | 8% | ||||||||||||||||
OSD Notes Due April 30, 2027 | Secured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 3,100,000 | ||||||||||||||||
Debt instrument interest rate | 4% | ||||||||||||||||
Credit Facility Maturing July 18, 2027 | Acquisition Facility | Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument interest rate | 9% | 9% | 9% | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,800,000 | ||||||||||||||||
Credit Facility Maturing July 18, 2027 | Acquisition Facility | Revolving Credit Facility | Prime Rate | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument basis spread on variable rate | 2% | ||||||||||||||||
Arlington Facility | Acquisition Facility | Secured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument interest rate | 5.875% | 5.875% | 5.875% | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 6,900,000 | ||||||||||||||||
Proceeds from long-term lines of credit | $ 5,000,000 | 5,000,000 | |||||||||||||||
Remaining borrowing capacity | $ 1,900,000 | $ 1,900,000 | $ 1,900,000 | $ 1,900,000 | $ 1,900,000 | ||||||||||||
Payments to acquire property | $ 7,000,000 |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 3,402 | $ 2,585 | $ 1,555 |
Finance lease cost: | |||
Amortization of lease assets | 5,422 | 3,155 | 706 |
Interest on lease liabilities | 11,154 | 9,158 | 2,447 |
Total finance lease cost | 16,576 | 12,313 | 3,153 |
Variable lease cost | 390 | 355 | 34 |
Total lease cost | $ 20,368 | $ 15,253 | $ 4,742 |
LEASES - Weighted-Average Disco
LEASES - Weighted-Average Discount Rate and Remaining Lease Term (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Weighted average discount rate, finance leases | 11.23% | 11.75% |
Weighted average remaining lease term, finance leases (in years) | 22 years 8 months 12 days | 22 years 7 months 6 days |
Cash paid for amounts included in the measurement of lease liabilities, finance leases | $ 11,629 | $ 7,805 |
Weighted average discount rate, operating leases | 11.51% | 11.50% |
Weighted average remaining lease term, operating leases (in years) | 14 years 1 month 6 days | 14 years 7 months 6 days |
Cash paid for amounts included in the measurement of lease liabilities, operating leases | $ 3,133 | $ 2,080 |
LEASES - Maturities of Finance
LEASES - Maturities of Finance and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finance Leases | ||
2023 | $ 12,092 | |
2024 | 13,274 | |
2025 | 13,202 | |
2026 | 13,196 | |
2027 | 12,876 | |
Thereafter | 278,746 | |
Total undiscounted lease liabilities | 343,386 | |
Interest on lease liabilities | (229,650) | |
Total present value of minimum lease payments | 113,736 | |
Lease liabilities - current portion | 11,361 | $ 12,620 |
Lease liabilities - non-current | 102,375 | 88,297 |
Operating Leases | ||
2023 | 2,876 | |
2024 | 2,938 | |
2025 | 2,759 | |
2026 | 2,526 | |
2027 | 2,499 | |
Thereafter | 26,582 | |
Total undiscounted lease liabilities | 40,180 | |
Interest on lease liabilities | (21,981) | |
Total present value of minimum lease payments | 18,199 | |
Lease liabilities - current portion | 2,652 | 2,745 |
Lease liabilities - non-current | $ 15,547 | $ 15,163 |
DERIVATIVE LIABILITIES - Schedu
DERIVATIVE LIABILITIES - Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total Derivative Liabilities | |||
Carrying amounts as of January 1, 2022 | $ 92,435,000 | $ 205,361,000 | |
Derivative Warrants issued | 23,205,000 | ||
Fair value changes | (91,887,000) | (105,170,000) | |
Derivative Warrants exercised and settled (5) | (9,619,000) | (7,756,000) | |
Carrying amounts as of June 30, 2022 | $ 14,134,000 | $ 14,134,000 | 92,435,000 |
Secured Debt | |||
Total Derivative Liabilities | |||
Derivative Warrants issued | 17,512,280 | ||
Acquisition Facility | |||
Total Derivative Liabilities | |||
Derivative Warrants issued | 2,000,000 | ||
Senior Notes | |||
Total Derivative Liabilities | |||
Senior notes, fair value | $ 174,000 | ||
Repayments of debt | $ 218,000 |
DERIVATIVE LIABILITIES - Narrat
DERIVATIVE LIABILITIES - Narrative (Details) - Derivative Warrants - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative warrants exercise price (in dollars per share) | $ 1.25 | |
Derivative warrants outstanding (in shares) | 55,375,202 | 40,124,355 |
DERIVATIVE LIABILITIES - Fair V
DERIVATIVE LIABILITIES - Fair Value Measurements (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Stock price per share | New Issuances | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 1.12 | |
Stock price per share | New Issuances | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 2.06 | |
Stock price per share | Non-derivative warrants | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.76 | 3.25 |
Risk-free annual interest rate | New Issuances | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.0376 | |
Risk-free annual interest rate | New Issuances | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.0391 | |
Risk-free annual interest rate | Non-derivative warrants | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.0097 | |
Risk-free annual interest rate | Non-derivative warrants | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.0399 | |
Risk-free annual interest rate | Non-derivative warrants | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.0411 | |
Exercise price | New Issuances | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 2.086 | |
Exercise price | Non-derivative warrants | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 1.25 | 0.04 |
Exercise price | Non-derivative warrants | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 2.086 | 1.25 |
Weighted average volatility | New Issuances | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.77 | |
Weighted average volatility | Non-derivative warrants | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.79 | 0.73 |
Remaining life | New Issuances | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 4 | |
Remaining life | Non-derivative warrants | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 3 | |
Remaining life | Non-derivative warrants | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 1.98 | |
Remaining life | Non-derivative warrants | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 3.96 | |
Forfeiture rate | New Issuances | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0 | |
Forfeiture rate | Non-derivative warrants | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0 | 0 |
Expected annual dividend yield | New Issuances | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0 | |
Expected annual dividend yield | Non-derivative warrants | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0 | 0 |
DERIVATIVE LIABILITIES - Increa
DERIVATIVE LIABILITIES - Increase/Decrease in Significant Assumptions (Details) - Non-derivative warrants $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Stock price per share | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.76 | 3.25 |
Effect of 10% Increase | $ 2,529 | $ 12,781 |
Effect of 10% Decrease | $ (2,396) | $ (10,834) |
Weighted average volatility | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.79 | 0.73 |
Effect of 10% Increase | $ 2,070 | $ 4,473 |
Effect of 10% Decrease | $ (2,121) | $ (3,210) |
EQUITY - Narrative (Details)
EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | |
Class of Stock [Line Items] | |||||
Number of shares authorized, percent | 15% | ||||
Number of additional shares authorized, percent | 2% | ||||
Maximum number of awards available (in shares) | 1,549,777 | ||||
Share-based compensation expense | $ 23,073 | $ 14,506 | $ 9,592 | ||
Unrecognized compensation expense | $ 19,246 | ||||
Cost not yet recognized, period for recognition | 1 year 4 months 24 days | ||||
Subordinate Voting Shares | |||||
Class of Stock [Line Items] | |||||
Common stock, issued (in shares) | 196,686,372 | 182,707,359 | |||
Common stock, outstanding (in shares) | 196,686,372 | 182,707,359 | |||
Subordinate Voting Shares | Private Placement | |||||
Class of Stock [Line Items] | |||||
Number of shares issued in transaction (in shares) | 3,717,392 | ||||
Price per share (in dollars per share) | $ 3.68 | ||||
Gross proceeds from sale of stock | $ 13,680 | ||||
Multiple Voting Shares | |||||
Class of Stock [Line Items] | |||||
Common stock, outstanding (in shares) | 4,000,000 | ||||
Preferred stock, outstanding (in shares) | 0 | ||||
Super Voting Shares | |||||
Class of Stock [Line Items] | |||||
Common stock, issued (in shares) | 149,000 | ||||
Common stock, outstanding (in shares) | 149,000 | ||||
Preferred stock, outstanding (in shares) | 0 |
EQUITY - Summary of Equity Inst
EQUITY - Summary of Equity Instruments Other than Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | |||
Nonvested, Number of Shares | |||
Issued and Outstanding at beginning of period (in shares) | 69,280,403 | 78,782,136 | |
Granted (in shares) | 21,112,280 | 300,000 | |
Vested and Released (in shares) | (4,343,846) | (9,551,733) | |
Cancelled (in shares) | (250,000) | ||
Issued and Outstanding at end of period (in shares) | 86,048,837 | 69,280,403 | 78,782,136 |
Weighted - Average Exercise Price Per Share | |||
Issued and Outstanding at beginning of period (in dollars per share) | $ 1.19 | $ 1.31 | |
Granted (in dollars per share) | 2.06 | 4.18 | |
Vested and Released (in dollars per share) | 1.26 | 2.26 | |
Cancelled (in dollars per share) | 1.50 | ||
Issued and Outstanding at end of period (in dollars per share) | $ 1.40 | $ 1.19 | $ 1.31 |
Aggregate Intrinsic Value | |||
Issued and Outstanding at beginning of period | $ 142,791 | $ 358,319 | |
Vested and Released | 9,746 | 31,343 | |
Issued and Outstanding at end of period | $ 1,081 | $ 142,791 | $ 358,319 |
Weighted Average Remaining Vesting Term | |||
Issued and Outstanding | 3 years 10 months 24 days | 4 years 8 months 12 days | 5 years 3 months 18 days |
Exercisable | |||
Exercisable (in shares) | 83,698,837 | ||
Weighted Average Grant Date Fair Value, Exercisable (in dollars per share) | $ 1.38 | ||
Aggregate Intrinsic Value, Exercisable | $ 1,081 | ||
Weighted Average Remaining Contractual Term, Exercisable | 3 years 10 months 24 days | ||
Warrants | Non-Derivative Warrants | |||
Nonvested, Number of Shares | |||
Issued and Outstanding at beginning of period (in shares) | 29,156,048 | 36,764,244 | |
Granted (in shares) | 1,600,000 | 300,000 | |
Vested and Released (in shares) | (82,413) | (7,658,196) | |
Cancelled (in shares) | (250,000) | ||
Issued and Outstanding at end of period (in shares) | 30,673,635 | 29,156,048 | 36,764,244 |
Exercisable | |||
Exercisable (in shares) | 28,323,635 | ||
Warrants | Derivative Warrants | |||
Nonvested, Number of Shares | |||
Issued and Outstanding at beginning of period (in shares) | 40,124,355 | 42,017,892 | |
Granted (in shares) | 19,512,280 | 0 | |
Vested and Released (in shares) | (4,261,433) | (1,893,537) | |
Cancelled (in shares) | 0 | ||
Issued and Outstanding at end of period (in shares) | 55,375,202 | 40,124,355 | 42,017,892 |
Exercisable | |||
Exercisable (in shares) | 55,375,202 | ||
Restricted stock | |||
Nonvested, Number of Shares | |||
Issued and Outstanding at beginning of period (in shares) | 2,859,151 | 6,438,186 | |
Granted (in shares) | 86,952 | 65,398 | |
Vested and Released (in shares) | (1,789,784) | (3,424,954) | |
Cancelled (in shares) | (219,479) | ||
Issued and Outstanding at end of period (in shares) | 1,156,319 | 2,859,151 | 6,438,186 |
Weighted - Average Exercise Price Per Share | |||
Issued and Outstanding at beginning of period (in dollars per share) | $ 2.13 | $ 1.85 | |
Granted (in dollars per share) | 2.05 | 3.66 | |
Vested and Released (in dollars per share) | 1.96 | 1.63 | |
Cancelled (in dollars per share) | 2.45 | ||
Issued and Outstanding at end of period (in dollars per share) | $ 2.45 | $ 2.13 | $ 1.85 |
Aggregate Intrinsic Value | |||
Issued and Outstanding at beginning of period | $ 9,292 | $ 37,728 | |
Vested and Released | 3,601 | 14,251 | |
Issued and Outstanding at end of period | $ 881 | $ 9,292 | $ 37,728 |
Weighted Average Remaining Vesting Term | |||
Issued and Outstanding | 3 months 18 days | 1 year 2 months 12 days | 1 year 8 months 12 days |
EQUITY - Schedule of Valuation
EQUITY - Schedule of Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average stock price (in dollars per share) | $ 1.74 | $ 4.18 | $ 2.08 |
Weighted average expected stock price volatility | 81% | 73% | 81% |
Expected annual dividend yield | 0% | 0% | 0% |
Weighted average expected life | 5 years | 3 years 6 months | 2 years 8 months 12 days |
Weighted average risk-free annual interest rate | 3.48% | 1.06% | 0.35% |
Weighted average grant date fair value | 113% | 214% | 100% |
Stock options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average stock price (in dollars per share) | $ 1.95 | $ 4.16 | $ 2.78 |
Weighted average expected stock price volatility | 74.10% | 73% | 80.90% |
Expected annual dividend yield | 0% | 0% | 0% |
Weighted average expected life | 5 years 8 months 12 days | 6 years | 5 years 10 months 24 days |
Weighted average risk-free annual interest rate | 2.88% | 1.23% | 0.52% |
Weighted average grant date fair value | 135% | 261% | 178% |
EQUITY - Summary of Stock Optio
EQUITY - Summary of Stock Options Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options Outstanding, Options | |||
Balance at beginning of period (in shares) | 20,429,120 | 9,573,834 | |
Granted (in shares) | 13,686,806 | 11,486,952 | |
Exercised (in shares) | (324,998) | (291,664) | |
Cancelled (in shares) | (3,038,669) | (340,002) | |
Balance at end of period (in shares) | 30,752,259 | 20,429,120 | 9,573,834 |
Options Outstanding, Weighted Average Exercise Price | |||
Balance at beginning of period (in dollars per share) | $ 3.20 | $ 2 | |
Granted (in dollars per share) | 1.95 | 4.16 | |
Exercised (in dollars per share) | 1.67 | 1.90 | |
Cancelled (in dollars per share) | 4.02 | 3.23 | |
Balance at end of period (in dollars per share) | $ 2.58 | $ 3.20 | $ 2 |
Options Outstanding, Additional Disclosures | |||
Options Outstanding, Aggregate Intrinsic Value, Balance at beginning of period | $ 11,583 | $ 36,909 | |
Options Outstanding, Aggregate Intrinsic Value, Exercised | 620 | 881 | |
Options Outstanding, Aggregate Intrinsic Value, Balance at end of period | $ 0 | $ 11,583 | $ 36,909 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 6 months | 8 years 8 months 12 days | 8 years 4 months 24 days |
Options Exercisable | |||
Options (in shares) | 12,166,594 | ||
Weighted Average Exercise Price (in dollars per share) | $ 2.46 | ||
Aggregate Intrinsic Value | $ 0 | ||
Weighted Average Remaining Contractual Life | 7 years 2 months 12 days |
EQUITY - Schedule of Unrecogniz
EQUITY - Schedule of Unrecognized Share-Based Compensation Costs (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Equity [Abstract] | |
2023 | $ 13,485 |
2024 | 4,333 |
2025 | 1,128 |
2026 | 275 |
2027 | 25 |
Unrecognized compensation expense | $ 19,246 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax expense: | |||
Federal | $ 26,738 | $ 25,501 | $ 9,728 |
State | 7,783 | 9,234 | 4,452 |
Current income tax expense | 34,521 | 34,735 | 14,180 |
Deferred tax benefit: | |||
Federal | (17,780) | (5,477) | (2,650) |
State | (8,332) | (1,724) | (962) |
Foreign | (5,969) | (3,874) | (3,307) |
Deferred income tax expense | (32,081) | (11,075) | (6,919) |
Change in valuation allowance | 6,008 | 5,965 | 3,362 |
Total income tax expense | $ 8,448 | $ 29,625 | $ 10,623 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income (Loss), Income Tax (Expense), and Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Loss (income) before income taxes | $ (193,876) | $ 47,104 | $ (201,892) |
Statutory tax rate | 21% | 21% | 21% |
Tax benefit based on statutory rates | $ (40,714) | $ 9,892 | $ (42,397) |
Difference in tax rates | 2,500 | 16,753 | (53,432) |
Gain on fair value of derivative | (44,106) | (50,482) | 83,498 |
IRC Section 280E disallowed expenses | 43,272 | 12,520 | 3,961 |
Share-based compensation | 10,509 | 2,361 | 2,099 |
Interest expense and debt costs | 13,718 | 3,616 | 1,549 |
Change in valuation allowance | 6,008 | 5,965 | 3,362 |
State taxes, net | 1,698 | 1,249 | 1,477 |
Change in uncertain tax positions | 8,618 | 26,823 | 11,857 |
Change in state tax rates | (2,557) | 0 | 0 |
Impairment expense | 8,289 | 0 | 0 |
Bargain purchase gain | 0 | 0 | (2,131) |
Other differences | 1,213 | 928 | 780 |
Total income tax expense | $ 8,448 | $ 29,625 | $ 10,623 |
Effective tax rate | (4.40%) | 62.90% | (5.30%) |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Lease liability | $ 24,328 | $ 26,261 |
Net operating losses | 16,819 | 7,941 |
Financing fees | 1,487 | 2,289 |
Start-up costs | 661 | 820 |
Inventory | 1,555 | 0 |
Property and equipment | 0 | 957 |
Other deferred tax assets | 619 | 1,295 |
Valuation allowance | (17,397) | (11,389) |
Deferred tax assets, net of valuation allowance | 28,072 | 28,174 |
Deferred tax liabilities: | ||
Right-of-use assets | (21,865) | (24,406) |
Intangible assets | (5,235) | (20,851) |
Property and equipment | (693) | 0 |
Other deferred tax liabilities | (80) | (978) |
Deferred tax liabilities, gross | (27,873) | (46,235) |
Net deferred tax assets | $ 199 | |
Net deferred tax liabilities | $ (18,061) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax payable | $ 19,921 | $ 6,614 | |
Uncertain tax liability | 57,200 | 41,990 | |
Unrecognized deferred tax benefits | 3,412 | 3,269 | |
Interest on income taxes expense | 2,907 | 643 | $ 45 |
Income tax penalties expense | 4,783 | $ 2,742 | $ 0 |
Domestic Tax Authority | Non-Capital Loss Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 50,412 | ||
Valuation allowance | 50,412 | ||
Domestic Tax Authority | Capital Loss Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 2,918 | ||
Valuation allowance | 2,918 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 8,177 | ||
Valuation allowance | 8,177 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 36,615 | ||
Operating loss carryforward, not recorded as unrecognized tax benefit | 14,531 | ||
Valuation allowance | $ 1,840 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of period | $ 41,503 | $ 21,135 |
Reductions based on lapse of statute of limitations | (552) | |
Additions based on tax positions related to the current year | 1,452 | 20,368 |
Reductions based on tax positions related of the prior year | (127) | |
Additions for tax positions of prior years recorded to goodwill | 5,982 | |
Balance at end of period | $ 48,258 | $ 41,503 |
NON-CONTROLLING INTERESTS - Sch
NON-CONTROLLING INTERESTS - Schedule of Noncontrolling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | $ 180,983 | $ 2,423 | $ 123,034 |
Purchases of non-controlling interest | 0 | (5,625) | |
Net income (loss) | (202,324) | 17,479 | (212,515) |
Balance at end of period | 45,891 | 180,983 | 2,423 |
Non-Controlling Interests | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | (1,387) | 2,947 | 9,660 |
Acquisitions | 6,221 | ||
Purchases of non-controlling interest | (1,562) | (13,020) | |
Cash contribution by partner | 2,000 | ||
Transactions with non-controlling interests | (6) | ||
Net income (loss) | (2,772) | (1,908) | |
Balance at end of period | (1,387) | (1,387) | 2,947 |
Non-Controlling Interests | Dalitso | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | 9,642 | ||
Purchases of non-controlling interest | (8,359) | ||
Net income (loss) | (1,283) | ||
Non-Controlling Interests | BHILH | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Acquisitions | 4,661 | ||
Purchases of non-controlling interest | (4,661) | ||
Non-Controlling Interests | Jushi Europe | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | (1,387) | 1,384 | |
Cash contribution by partner | 2,000 | ||
Net income (loss) | (2,771) | (616) | |
Balance at end of period | $ (1,387) | (1,387) | 1,384 |
Non-Controlling Interests | Agape | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | 1,562 | ||
Acquisitions | 1,560 | ||
Purchases of non-controlling interest | (1,562) | ||
Net income (loss) | 2 | ||
Balance at end of period | 1,562 | ||
Non-Controlling Interests | Other Non-material Interests | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | 1 | 18 | |
Transactions with non-controlling interests | (6) | ||
Net income (loss) | $ (1) | (11) | |
Balance at end of period | $ 1 |
NON-CONTROLLING INTERESTS - Nar
NON-CONTROLLING INTERESTS - Narrative (Details) $ / shares in Units, € in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2021 USD ($) | Sep. 30, 2021 EUR (€) | Apr. 30, 2021 USD ($) | Apr. 30, 2021 EUR (€) | Mar. 31, 2021 USD ($) | Jan. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Mar. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Nov. 30, 2022 USD ($) | Sep. 30, 2022 | Jan. 31, 2021 EUR (€) | Dec. 31, 2020 EUR (€) | Jun. 25, 2020 | Feb. 29, 2020 USD ($) $ / shares shares | |
Noncontrolling Interest [Line Items] | |||||||||||||||||
Proceeds from investor partner | $ 2,000,000 | ||||||||||||||||
Asset impairments | $ 159,645,000 | $ 6,344,000 | $ 0 | ||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.85 | ||||||||||||||||
Convertible debt | $ 1,562,000 | $ 2,412,000 | |||||||||||||||
Acquisition related costs | $ 1,204,000 | 350,000 | $ 502,000 | ||||||||||||||
Grover Beach | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Equity acquired | 78% | 22% | |||||||||||||||
Rights to remaining equity | $ 1 | ||||||||||||||||
BHILH/TGSIH Warrants | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Derivative warrants exercises (in shares) | shares | 950,148 | ||||||||||||||||
Derivative warrants, fair value | $ 675,000 | ||||||||||||||||
Derivative warrants exercise price (in dollars per share) | $ / shares | $ 1.25 | $ 1.57 | |||||||||||||||
Agape | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Equity interests acquired | 20% | 20% | 80% | ||||||||||||||
Equity issued (in shares) | shares | 500,000 | ||||||||||||||||
Fair value of consideration | $ 3,425,000 | ||||||||||||||||
Dalitso | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Equity interests acquired | 38.24% | 38.24% | 38.24% | ||||||||||||||
Equity issued (in shares) | shares | 3,294,478 | ||||||||||||||||
Fair value of consideration | $ 14,846,000 | ||||||||||||||||
Convertible debt | 2,412,000 | $ 2,412,000 | |||||||||||||||
Consideration paid in shares | 12,053,000 | ||||||||||||||||
Consideration paid in cash, net of working capital adjustments | $ 381,000 | ||||||||||||||||
BHILH/TGSIH | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Equity interests acquired | 25% | 25% | |||||||||||||||
Equity issued (in shares) | shares | 633,433 | ||||||||||||||||
Fair value of consideration | $ 4,661,000 | ||||||||||||||||
Consideration paid in shares | 811,000 | ||||||||||||||||
Consideration paid in cash, net of working capital adjustments | 2,000,000 | ||||||||||||||||
Acquisition related costs | 150,000 | ||||||||||||||||
Secured Debt | BHILH/TGSIH Notes | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 2,000,000 | ||||||||||||||||
Debt instrument interest rate | 10% | ||||||||||||||||
Long-term debt, fair value | $ 1,325,000 | ||||||||||||||||
Jushi Europe | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Asset impairments | 4,561,000 | ||||||||||||||||
Jushi Europe | Acquisition Facility | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 1,214,000 | € 1,000 | € 500 | ||||||||||||||
Debt instrument interest rate | 5% | 5% | |||||||||||||||
Jushi Europe | Other debt | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Debt instrument principal amount | 614,000 | 614,000 | |||||||||||||||
Jushi Europe | Bridge Loan | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Debt instrument interest rate | 0.50% | 0.50% | |||||||||||||||
Contributions from parent | $ 1,070,000 | € 900 | |||||||||||||||
Proceeds from issuance of unsecured debt | $ 1,390,000 | € 1,200 | |||||||||||||||
Jushi Europe | Bridge Loan | Foreign Marginal Lending Facility | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Debt instrument basis spread on variable rate | 0.25% | 0.25% | |||||||||||||||
Jushi Europe | Bridge Loan | Acquisition Facility | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 2,141,000 | $ 2,141,000 | € 1,800 | ||||||||||||||
Jushi Europe | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Noncontrolling interest ownership percentage by parent | 51% | 51% | 51% | 51% | 51% | ||||||||||||
Jushi Europe | Jushi Europe | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Noncontrolling interest ownership percentage by noncontrolling owner | 49% | ||||||||||||||||
Agape | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Noncontrolling interest ownership percentage by parent | 100% | 100% | |||||||||||||||
Jushi | Dalitso | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Noncontrolling interest ownership percentage by parent | 100% | 100% | 100% | ||||||||||||||
Jushi | BHILH/TGSIH | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Noncontrolling interest ownership percentage by parent | 100% | ||||||||||||||||
Jushi | Grover Beach | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Noncontrolling interest ownership percentage by parent | 100% |
(LOSS) EARNINGS PER SHARE - Sch
(LOSS) EARNINGS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net (loss) income and comprehensive (loss) income attributable to Jushi shareholders | $ (202,324) | $ 20,251 | $ (210,607) |
Dilutive effect of net income from derivative warrants | (91,887) | (104,594) | 0 |
Net loss and comprehensive loss attributable to Jushi shareholders - diluted | $ (294,211) | $ (84,343) | $ (210,607) |
Denominator: | |||
Weighted-average shares of common stock - basic (in shares) | 190,021,550 | 170,292,035 | 108,485,158 |
Dilutive effect of derivative warrants (in shares) | 14,213,882 | 31,318,216 | 0 |
Weighted-average shares of common stock - diluted (in shares) | 204,235,432 | 201,610,251 | 108,485,158 |
(Loss) earnings per share - basic (in dollars per share) | $ (1.06) | $ 0.12 | $ (1.94) |
(Loss) earnings per share - diluted (in dollars per share) | $ (1.44) | $ (0.42) | $ (1.94) |
(LOSS) EARNINGS PER SHARE - Nar
(LOSS) EARNINGS PER SHARE - Narrative (Details) | Aug. 31, 2021 shares |
Super Voting Shares | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Common stock, issued (in shares) | 149,000 |
Multiple Voting Shares | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Common stock, outstanding (in shares) | 4,000,000 |
(LOSS) EARNINGS PER SHARE - S_2
(LOSS) EARNINGS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 62,582,213 | 53,354,319 | 53,706,264 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 30,752,259 | 20,429,120 | 9,573,834 |
Non-derivative warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 30,673,635 | 29,156,048 | 36,764,244 |
Unvested restricted stock awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,156,319 | 2,859,151 | 6,438,186 |
Convertible promissory notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 910,000 | 930,000 |
OPERATING EXPENSES (Details)
OPERATING EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Salaries, wages and employee related expenses | $ 71,237 | $ 58,228 | $ 21,781 |
Share-based compensation expense | 23,073 | 14,506 | 9,592 |
Rent and related expenses | 13,162 | 9,722 | 5,243 |
Depreciation and amortization expense | 12,724 | 5,805 | 4,154 |
Professional fees and legal expenses | 10,371 | 6,507 | 3,975 |
Indefinite-lived intangible asset impairment | 111,515 | 0 | 0 |
Goodwill impairment | 39,643 | 1,783 | 0 |
Tangible long-lived asset impairment | 8,487 | 4,561 | 0 |
Other expenses | 25,599 | 18,047 | 10,150 |
Total operating expenses | $ 315,811 | $ 119,159 | $ 54,895 |
OTHER INCOME (EXPENSE) (Details
OTHER INCOME (EXPENSE) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Net gains on business combinations | $ 0 | $ 0 | $ 10,149 |
(Losses) gains on investments and financial assets | (523) | 1,216 | (2,473) |
Loss on debt modification/extinguishment/redemption | (18,858) | (3,815) | (1,853) |
Gains (losses) on legal settlements | 24 | 10,350 | (2,217) |
Other (losses) gains | (482) | 558 | 96 |
Other (expense) income, net | $ (19,839) | $ 8,309 | $ 3,702 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2021 | Apr. 30, 2019 | |
Management Services Agreements | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Related Party Income (Expense) | $ 0 | $ (42) | $ (248) | ||
Related Party Receivable (Payable) | 0 | 0 | |||
Senior Notes - Interest Expense and Principal Amount | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Related Party Income (Expense) | (26) | (4) | (2,305) | ||
Related Party Receivable (Payable) | 0 | (1,194) | |||
Second Lien Notes - Interest Expense And Principal Amount | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Related Party Income (Expense) | (138) | 0 | 0 | ||
Related Party Receivable (Payable) | (17,491) | 0 | |||
Other debt | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Related Party Income (Expense) | 0 | 0 | 0 | ||
Related Party Receivable (Payable) | (3,189) | (3,384) | |||
Loans to Senior Key Management - Interest Income | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Related Party Income (Expense) | 0 | 90 | $ 21 | ||
Related Party Receivable (Payable) | $ 0 | $ 0 | |||
Loans to Senior Key Management - Interest Income | Executive Officer | |||||
Related Party Transaction [Line Items] | |||||
Loans and leases receivable | $ 174 | ||||
Notes receivable | $ 1,813 | ||||
Shares received (in shares) | 471,757 | ||||
Repayment of notes receivable | $ 2,007 | ||||
Loans to Senior Key Management - Interest Income | Executive Officer | Loans Payable | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument interest rate | 2.89% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Employer matching contribution, maximum, percent | 4% | ||
Defined contribution plan, cost | $ 1,030 | $ 616 | $ 327 |
FINANCIAL INSTRUMENTS (Details)
FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Financial liabilities | |||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative liabilities | ||
Derivative liabilities | $ 14,134 | $ 92,435 | $ 205,361 |
Loss on investments | 523 | (1,216) | $ 2,473 |
Fair Value, Recurring | Level 3 | |||
Financial assets | |||
Equity investment | 977 | 1,500 | |
Total financial assets | 977 | 1,500 | |
Financial liabilities | |||
Derivative liabilities | 14,134 | 92,435 | |
Contingent consideration liabilities | 4,793 | 8,223 | |
Total financial liabilities | $ 18,927 | $ 100,658 |
BUSINESS CONCENTRATION (Details
BUSINESS CONCENTRATION (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 22% | ||
Customer B | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% | 22% | |
Customer C | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13% | ||
Customer D | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11% | ||
Vendor A | Cost of Goods and Service, Product and Service | Supplier Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 24% | 25% | 23% |
Vendor B | Cost of Goods and Service, Product and Service | Supplier Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13% | 11% | 11% |
Vendor C | Cost of Goods and Service, Product and Service | Supplier Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15% | ||
One Vendor | Accounts Payable and Accrued Expenses | Supplier Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 24% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event | 1 Months Ended | ||
Apr. 06, 2023 USD ($) | Mar. 24, 2023 USD ($) day | Mar. 31, 2023 ft | |
Subsequent Event [Line Items] | |||
Real estate property, competing property, radius | ft | 2,500 | ||
Fair value of warrants | $ 375,000 | ||
Amendment to Existing Employment Agreement | Chief Executive Officer | |||
Subsequent Event [Line Items] | |||
Due to related parties | 750,000 | ||
Lump sum cash payment | $ 250,000 | ||
Warrants | |||
Subsequent Event [Line Items] | |||
Exercise price of warrants or rights, premium | 25% | ||
Threshold trading days | day | 10 | ||
Loan Agreement | Loans Payable | |||
Subsequent Event [Line Items] | |||
Debt instrument principal amount | $ 20,000,000 | ||
Debt instrument term | 5 years | ||
Debt Instrument, Interest Rate, Average, Period | 30 days | ||
Debt Instrument, Floor Interest Rate | 0.0825 | ||
Loan Agreement | Loans Payable | SOFR | |||
Subsequent Event [Line Items] | |||
Debt instrument basis spread on variable rate | 3.55% | ||
Second Lien Notes | Secured Debt | |||
Subsequent Event [Line Items] | |||
Debt instrument principal amount | $ 750,000 | ||
Debt instrument interest rate | 12% |