Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 07, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 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 Common Stock, Shares Outstanding | 196,631,598 | |
Entity Central Index Key | 0001909747 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 26,784 | $ 26,196 |
Restricted cash - current | 3,128 | 0 |
Accounts receivable, net | 5,323 | 4,809 |
Inventory, net | 40,780 | 35,089 |
Prepaid expenses and other current assets | 14,274 | 3,957 |
Total current assets | 90,289 | 70,051 |
NON-CURRENT ASSETS: | ||
Property, plant and equipment, net | 169,825 | 177,755 |
Right-of-use assets - finance leases | 65,245 | 114,021 |
Other intangible assets, net | 98,471 | 100,082 |
Goodwill | 38,239 | 38,239 |
Other assets | 37,271 | 28,243 |
Restricted cash - non-current | 2,150 | 950 |
Total non-current assets | 411,201 | 459,290 |
Total assets | 501,490 | 529,341 |
CURRENT LIABILITIES: | ||
Accounts payable | 21,608 | 21,313 |
Accrued expenses and other current liabilities | 49,857 | 46,329 |
Income tax payable | 32,575 | 19,921 |
Debt, net - current portion (including related party principal amounts of $3,254 and $3,189 as of June 30, 2023 and December 31, 2022, respectively) | 14,791 | 8,704 |
Finance lease obligations - current | 8,786 | 11,361 |
Total current liabilities | 127,617 | 107,628 |
NON-CURRENT LIABILITIES: | ||
Debt, net - non-current (including related party principal amounts of $18,526 and $17,491 as of June 30, 2023 and December 31, 2022, respectively) | 198,641 | 180,558 |
Finance lease obligations - non-current | 52,699 | 102,375 |
Derivative liabilities | 3,107 | 14,134 |
Income tax liabilities - non-current | 60,492 | 57,200 |
Other liabilities - non-current | 31,454 | 21,555 |
Total non-current liabilities | 346,393 | 375,822 |
Total liabilities | 474,010 | 483,450 |
COMMITMENTS AND CONTINGENCIES (Note 18) | ||
EQUITY: | ||
Common stock, no par value: authorized shares - unlimited; issued and outstanding shares - 196,633,371 and 196,686,372 Subordinate Voting Shares as of June 30, 2023 and December 31, 2022, respectively. | 0 | 0 |
Paid-in capital | 500,085 | 492,020 |
Accumulated deficit | (471,218) | (444,742) |
Total Jushi shareholders' equity | 28,867 | 47,278 |
Non-controlling interests | (1,387) | (1,387) |
Total equity | 27,480 | 45,891 |
Total liabilities and equity | $ 501,490 | $ 529,341 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt, net - current portion | $ 14,791 | $ 8,704 |
Debt, net - non-current portion | $ 198,641 | $ 180,558 |
Subordinate Voting Shares | ||
Common stock, issued (in shares) | 196,633,371 | 196,686,372 |
Common stock, outstanding (in shares) | 196,633,371 | 196,686,372 |
Related Party | ||
Debt, net - current portion | $ 3,254 | $ 3,189 |
Debt, net - non-current portion | $ 18,526 | $ 17,491 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
REVENUE, NET | $ 66,425 | $ 72,757 | $ 136,298 | $ 134,645 |
COST OF GOODS SOLD | (35,871) | (46,089) | (75,803) | (88,865) |
GROSS PROFIT | 30,554 | 26,668 | 60,495 | 45,780 |
OPERATING EXPENSES | 27,154 | 38,745 | 59,606 | 76,458 |
INCOME (LOSS) FROM OPERATIONS | 3,400 | (12,077) | 889 | (30,678) |
OTHER INCOME (EXPENSE): | ||||
Interest expense, net | (9,790) | (10,947) | (18,310) | (21,063) |
Fair value gains on derivatives | 1,090 | 42,572 | 9,120 | 56,881 |
Other, net | (190) | 228 | 519 | (70) |
Total other income (expense), net | (8,890) | 31,853 | (8,671) | 35,748 |
INCOME (LOSS) BEFORE INCOME TAX | (5,490) | 19,776 | (7,782) | 5,070 |
Income tax expense | (8,546) | (7,710) | (18,694) | (12,761) |
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) | (14,036) | 12,066 | (26,476) | (7,691) |
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) | (14,036) | 12,066 | (26,476) | (7,691) |
Less: net loss attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JUSHI SHAREHOLDERS | (14,036) | 12,066 | (26,476) | (7,691) |
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JUSHI SHAREHOLDERS | $ (14,036) | $ 12,066 | $ (26,476) | $ (7,691) |
EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO JUSHI SHAREHOLDERS - BASIC (in dollars per share) | $ (0.07) | $ 0.06 | $ (0.14) | $ (0.04) |
Weighted average shares outstanding - basic (in shares) | 194,756,391 | 190,870,572 | 194,405,562 | 187,147,856 |
EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO JUSHI SHAREHOLDERS - DILUTED (in dollars per share) | $ (0.07) | $ (0.15) | $ (0.14) | $ (0.31) |
Weighted average shares outstanding - diluted (in shares) | 194,756,391 | 205,697,153 | 194,405,562 | 208,038,283 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Total Jushi Shareholders' Equity | Common Stock Subordinate Voting Shares | Paid-In Capital | Accumulated Deficit | Non-Controlling Interests |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 182,707,359 | |||||
Balance at beginning of period at Dec. 31, 2021 | $ 180,983 | $ 182,370 | $ 424,788 | $ (242,418) | $ (1,387) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Private placement offerings (in shares) | 3,717,392 | |||||
Private placement offerings | 13,680 | 13,680 | 13,680 | |||
Shares issued for acquisition (in shares) | 527,704 | |||||
Shares issued for acquisition | 1,594 | 1,594 | 1,594 | |||
Shares issued for restricted stock grants (in shares) | 5,952 | |||||
Shares issued upon exercise of warrants (in shares) | 2,676,303 | |||||
Shares issued upon exercise of warrants | 9,693 | 9,693 | 9,693 | |||
Shares issued upon exercise of stock options (in shares) | 93,915 | |||||
Share-based compensation (including related parties) | 6,964 | 6,964 | 6,964 | |||
Net income (loss) | (19,757) | (19,757) | (19,757) | |||
Balance at end of period (in shares) at Mar. 31, 2022 | 189,728,625 | |||||
Balance at end of period at Mar. 31, 2022 | 193,157 | 194,544 | 456,719 | (262,175) | (1,387) | |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 182,707,359 | |||||
Balance at beginning of period at Dec. 31, 2021 | 180,983 | 182,370 | 424,788 | (242,418) | (1,387) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (7,691) | |||||
Balance at end of period (in shares) at Jun. 30, 2022 | 194,653,132 | |||||
Balance at end of period at Jun. 30, 2022 | 224,096 | 225,483 | 475,592 | (250,109) | (1,387) | |
Balance at beginning of period (in shares) at Mar. 31, 2022 | 189,728,625 | |||||
Balance at beginning of period at Mar. 31, 2022 | 193,157 | 194,544 | 456,719 | (262,175) | (1,387) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued for acquisition (in shares) | 4,662,384 | |||||
Shares issued for acquisition | 13,573 | 13,573 | 13,573 | |||
Shares issued for service received (in shares) | 101,082 | |||||
Shares issued for services received | 294 | 294 | 294 | |||
Shares issued upon exercise of warrants (in shares) | 167,560 | |||||
Shares issued upon exercise of warrants | 322 | 322 | 322 | |||
Shares issued upon exercise of stock options (in shares) | 1,294 | |||||
Shares canceled upon forfeiture of restricted stock, net of restricted stock grants (in shares) | (7,813) | |||||
Share-based compensation (including related parties) | 4,684 | 4,684 | 4,684 | |||
Net income (loss) | 12,066 | 12,066 | 12,066 | |||
Balance at end of period (in shares) at Jun. 30, 2022 | 194,653,132 | |||||
Balance at end of period at Jun. 30, 2022 | 224,096 | 225,483 | 475,592 | (250,109) | (1,387) | |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 196,686,372 | |||||
Balance at beginning of period at Dec. 31, 2022 | 45,891 | 47,278 | 492,020 | (444,742) | (1,387) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares canceled upon forfeiture of restricted stock, net of restricted stock grants (in shares) | (53,001) | |||||
Share-based compensation (including related parties) | 2,311 | 2,311 | 2,311 | |||
Net income (loss) | (12,440) | (12,440) | (12,440) | |||
Balance at end of period (in shares) at Mar. 31, 2023 | 196,633,371 | |||||
Balance at end of period at Mar. 31, 2023 | 35,762 | 37,149 | 494,331 | (457,182) | (1,387) | |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 196,686,372 | |||||
Balance at beginning of period at Dec. 31, 2022 | 45,891 | 47,278 | 492,020 | (444,742) | (1,387) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (26,476) | |||||
Balance at end of period (in shares) at Jun. 30, 2023 | 196,633,371 | |||||
Balance at end of period at Jun. 30, 2023 | 27,480 | 28,867 | 500,085 | (471,218) | (1,387) | |
Balance at beginning of period (in shares) at Mar. 31, 2023 | 196,633,371 | |||||
Balance at beginning of period at Mar. 31, 2023 | 35,762 | 37,149 | 494,331 | (457,182) | (1,387) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Modification and reclassification of warrants | 3,391 | 3,391 | 3,391 | |||
Share-based compensation (including related parties) | 2,363 | 2,363 | 2,363 | |||
Net income (loss) | (14,036) | (14,036) | (14,036) | |||
Balance at end of period (in shares) at Jun. 30, 2023 | 196,633,371 | |||||
Balance at end of period at Jun. 30, 2023 | $ 27,480 | $ 28,867 | $ 500,085 | $ (471,218) | $ (1,387) |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (26,476) | $ (7,691) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 13,964 | 7,603 |
Share-based compensation | 4,674 | 11,648 |
Fair value changes in derivatives | (9,120) | (56,881) |
Non-cash interest expense, including amortization of debt issuance costs | 2,913 | 10,402 |
Deferred income taxes and uncertain tax positions | 2,897 | (2,133) |
Other non-cash items, net | 3,386 | (60) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (764) | 442 |
Inventory | (9,311) | 7,533 |
Prepaid expenses and other current and non-current assets | (123) | (167) |
Accounts payable, accrued expenses and other current liabilities | 7,675 | 3,593 |
Net cash flows used in operating activities | (10,285) | (25,711) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for acquisitions, net of cash acquired | 0 | (20,824) |
Payments for property, plant and equipment | (6,144) | (40,917) |
Proceeds from sale of property, plant and equipment | 916 | 0 |
Net cash flows used in investing activities | (5,228) | (61,741) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of shares, net | 0 | 13,680 |
Proceeds from exercise of warrants and options | 0 | 751 |
Proceeds from acquisition facility | 0 | 25,000 |
Redemption of senior notes (including related party redemptions of $0 and $8 for the six months ended June 30, 2023 and 2022, respectively) | 0 | (258) |
Payments of finance leases, net of tenant allowance of $0 and $10,065 for the six months ended June 30, 2023 and 2022, respectively | (2,681) | (6,555) |
Proceeds from mortgage loans | 21,900 | 0 |
Payments of loan financing costs | (250) | (793) |
Repayments of mortgage loans | (110) | (150) |
Proceeds from other financing activities | 3,295 | 4,353 |
Payments of other financing activities | (1,725) | (14) |
Net cash flows provided by financing activities | 20,429 | 36,014 |
Effect of currency translation on cash and cash equivalents | 0 | (238) |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 4,916 | (51,676) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 27,146 | 95,487 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 32,062 | 43,811 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest (excluding capitalized interest) | 14,787 | 10,699 |
Cash paid for income taxes | 3,145 | 8,542 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Capital expenditure and related accruals | 2,360 | 7,453 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 659 | 4,701 |
Issuance of second lien notes for settlement of accrued bonus | 750 | 0 |
Fair value of note obligations and warrant liabilities from acquisitions and acquisitions of non-controlling interests | 0 | 19,782 |
Fair value of shares issued for acquisitions and acquisitions of non-controlling interests | 0 | 15,167 |
Debt and shares issued for services received | $ 0 | $ 634 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Cash Flows [Abstract] | ||
Redemptions of senior notes, related party redemptions | $ 0 | $ 8 |
Finance leases, tenant allowance | $ 0 | $ 10,065 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2023 | |
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 in both medical and adult-use markets. As of June 30, 2023, Jushi, through its subsidiaries, owns or manages cannabis operations and/or holds licenses in the adult-use and/or medicinal cannabis marketplace in California, Illinois, Massachusetts, Nevada, Ohio, Pennsylvania and Virginia. 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. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
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 financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates. In the opinion of management, the unaudited consolidated financial statements include all adjustments, of a normal recurring nature, that are necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods, and at the dates, presented. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on April 18, 2023 (the “2022 Form 10-K”), and was also filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) on April 18, 2023. Consolidated balance sheet information as of December 31, 2022 presented herein is derived from the Company’s audited consolidated financial statements for the year ended December 31, 2022. Going Concern and Liquidity As reflected in the 2022 Form 10-K, the Company incurred a loss from operations of $220,333, including non-cash 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 . Furthermore, the Company used cash of $10,285 for operating activities for the six months ended June 30, 2023, and as of that date, the Company’s current liabilities exceeded its current assets by $37,328. 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 expanded its operations. 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 has commercialized 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 other things, reduction in labor and packaging costs as well as operating efficiencies at the Company’s retail and grower-processing facilities. As concluded in the 2022 Form 10-K, substantial doubt existed about the Company’s ability to continue as a going concern, and, as a result of the above, substantial doubt continues to exist 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, including anticipated refunds from the Internal Revenue Service (“IRS”) relating to employee retention credit claims, 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. The unaudited consolidated financial statements contained herein 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. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 in the audited consolidated financial statements and notes thereto for the year ended December 31, 2022, which is included in the 2022 Form 10-K. Except as disclosed below, there have been no material changes to the Company’s significant accounting policies. Cash, Cash Equivalents and 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: June 30, 2023 (unaudited) December 31, 2022 Cash and cash equivalents $ 26,784 $ 26,196 Restricted cash - current (1) 3,128 — Restricted cash - non-current (1) 2,150 950 Cash, cash equivalents and restricted cash $ 32,062 $ 27,146 (1) As of June 30, 2023, restricted cash -current, and restricted cash - non-current, includes $3,128 and $1,200, respectively, relating to the Manassas Mortgage. Refer to Note 9 - Debt for more information. Reclassification of Prior Year Presentation Certain prior year amounts in the consolidated statements of cash flows have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported amounts of operating, investing and financing activities. Recent Accounting Pronouncements Accounting Standards Issued But Not Yet Adopted In June 2020, the Financial Accounting Standards Board (“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. |
INVENTORY, NET
INVENTORY, NET | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY, NET | 3. INVENTORY, NET The components of inventory, net, are as follows: June 30, 2023 (unaudited) December 31, 2022 Raw materials Cannabis plants $ 4,560 $ 4,347 Harvested cannabis and packaging 8,847 9,052 Total raw materials 13,407 13,399 Work in process 5,399 7,845 Finished goods 21,974 13,845 Total inventory, net $ 40,780 $ 35,089 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS The components of prepaid expenses and other current assets are as follows: June 30, 2023 (unaudited) December 31, 2022 Employee retention credit receivable $ 10,140 $ — Prepaid expenses and deposits 3,523 3,409 Other current assets 611 548 Total prepaid expenses and other current assets $ 14,274 $ 3,957 Employee retention credit (“ERC”) receivable: The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), passed in March 2020 and subsequently amended in 2021, allowed eligible employers to take credits on certain amounts of qualified wages if the Company experienced either a full or partial suspension of operations due to COVID related government orders. During the three months ended June 30, 2023, the Company, with guidance from a third-party specialist, determined it was entitled to ERC claims of $10,140 for previous business interruptions related to COVID and filed for such claims with the IRS. The ERC claims, which will be recognized in the statements of operations and comprehensive income (loss) when the Company receives the refunds of such claims from the IRS, were recorded as deferred income in Accrued expenses and other current liabilities, with an offsetting receivable amount in Prepaid expenses and other current assets within the consolidated balance sheet as of |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT The components of property, plant and equipment (“PPE”) are as follows: June 30, 2023 (unaudited) December 31, 2022 Buildings and building components $ 91,775 $ 80,697 Land 14,301 14,085 Leasehold improvements 45,104 43,472 Machinery and equipment 29,595 27,615 Furniture, fixtures and office equipment (including computer) 20,441 16,126 Construction-in-process 852 20,086 Property, plant and equipment, gross 202,068 202,081 Less: Accumulated depreciation (32,243) (24,326) Property, plant and equipment, net $ 169,825 $ 177,755 Construction-in-process represents assets under construction for manufacturing and retail build-outs not yet ready for use. PPE depreciation was $4,483 and $3,753 for the three months ended June 30, 2023 and 2022, respectively, and $9,295 and $6,300 for the six months ended June 30, 2023 and 2022, respectively. Interest expense capitalized to PPE totaled $222 and $1,303 for the three months ended June 30, 2023 and 2022, respectively, and $410 and $2,047 for the six months ended June 30, 2023 and 2022, respectively. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 6. ACQUISITIONS Nature’s Remedy In connection with the Company’s acquisition of Nature’s Remedy of Massachusetts, Inc. and certain of its affiliates (collectively, “Nature’s Remedy”), in September 2021 the Company agreed to issue up to an additional $5,000 in Company SVS to Sammartino Investments LLC (“Sammartino”) 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 (as defined in the definitive acquisition documents) opens a competing dispensary within a certain radius of the Company’s dispensary in Tyngsborough, Massachusetts during the period beginning on the 12-month anniversary of the closing date and ending on the 30-month anniversary of the closing date (the “Milestone Period”). On each monthly anniversary of the closing date during the Milestone Period (beginning on the 13-month anniversary of the closing date), Sammartino shall accrue $278 worth of Company SVS (a “Monthly Milestone Accrual”). On the 18-month, 24-month and 30-month anniversary of the closing date (and provided a competitor has not opened a competing dispensary within a certain radius of the Company’s dispensary in Tyngsborough, Massachusetts), Sammartino is entitled to be issued Company SVS in an amount equal to $1,667 divided by a volume weighted average reference share price. As of December 31, 2022 , the aggregate contingent consideration liability was $4,793, of which $3,398 was included as a short-term contingent consideration liability and $1,395 was included in long-term contingent consideration liability. In March 2023, the 18-month anniversary of the closing date occurred without a competitor opening a competing dispensary within a certain radius of the Company’s dispensary in Tyngsborough, Massachusetts. Consequently, at June 30, 2023, $2,500 of Monthly Milestone Accrual was classified as other current liabilities while the remaining liability of $2,394 was included in short-term contingent consideration liability. As discussed in greater detail in Note 18 - Commitments and Contingencies, on February 28, 2023, the Company informed Sammartino that Sammartino had breached several provisions of the Merger and Membership Interest Purchase Agreement between the Company, Sammartino and certain other parties thereto (as amended, the “MIPA”) and pursuant to the terms of the MIPA the Company had elected to offset these damages against (among other things) all present and future Monthly Milestone Accruals (the “ Sammartino Matter”). Purchase Price Allocations for 2022 Business Combinations |
ACQUISITIONS | 6. ACQUISITIONS Nature’s Remedy In connection with the Company’s acquisition of Nature’s Remedy of Massachusetts, Inc. and certain of its affiliates (collectively, “Nature’s Remedy”), in September 2021 the Company agreed to issue up to an additional $5,000 in Company SVS to Sammartino Investments LLC (“Sammartino”) 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 (as defined in the definitive acquisition documents) opens a competing dispensary within a certain radius of the Company’s dispensary in Tyngsborough, Massachusetts during the period beginning on the 12-month anniversary of the closing date and ending on the 30-month anniversary of the closing date (the “Milestone Period”). On each monthly anniversary of the closing date during the Milestone Period (beginning on the 13-month anniversary of the closing date), Sammartino shall accrue $278 worth of Company SVS (a “Monthly Milestone Accrual”). On the 18-month, 24-month and 30-month anniversary of the closing date (and provided a competitor has not opened a competing dispensary within a certain radius of the Company’s dispensary in Tyngsborough, Massachusetts), Sammartino is entitled to be issued Company SVS in an amount equal to $1,667 divided by a volume weighted average reference share price. As of December 31, 2022 , the aggregate contingent consideration liability was $4,793, of which $3,398 was included as a short-term contingent consideration liability and $1,395 was included in long-term contingent consideration liability. In March 2023, the 18-month anniversary of the closing date occurred without a competitor opening a competing dispensary within a certain radius of the Company’s dispensary in Tyngsborough, Massachusetts. Consequently, at June 30, 2023, $2,500 of Monthly Milestone Accrual was classified as other current liabilities while the remaining liability of $2,394 was included in short-term contingent consideration liability. As discussed in greater detail in Note 18 - Commitments and Contingencies, on February 28, 2023, the Company informed Sammartino that Sammartino had breached several provisions of the Merger and Membership Interest Purchase Agreement between the Company, Sammartino and certain other parties thereto (as amended, the “MIPA”) and pursuant to the terms of the MIPA the Company had elected to offset these damages against (among other things) all present and future Monthly Milestone Accruals (the “ Sammartino Matter”). Purchase Price Allocations for 2022 Business Combinations |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS | 7. OTHER NON-CURRENT ASSETS The components of other non-current assets are as follows: June 30, 2023 (unaudited) December 31, 2022 Operating lease assets (1) $ 24,427 $ 16,244 Indemnification assets 9,011 8,198 Deposits and escrows - properties 1,665 1,637 Equity investment (2) 977 977 Net deferred tax assets 594 — Deposits - equipment 530 484 Other 67 703 Total other non-current assets $ 37,271 $ 28,243 (1) In June 2023, the Company performed a reassessment of its previously classified real estate finance leases, resulting in some leases being reclassified from finance to operating. Refer to Note 10 - Leases for more 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 PVLLC and therefore the investment is measured at its fair value. Refer to Note 19 - Financial Instruments for more information relating to the fair value of this equity investment as of June 30, 2023 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The components of accrued expenses and other current liabilities June 30, 2023 (unaudited) December 31, 2022 Deferred income - ERC (1) $ 10,140 $ — Goods received not invoiced 7,534 11,620 Operating lease obligations 4,910 2,652 Accrued employee related expenses and liabilities 4,347 6,030 Accrued capital expenditures 3,058 5,603 Contingent consideration liabilities (2) 2,394 3,398 Accrued interest 3,419 2,388 Accrued sales and excise taxes 3,490 1,931 Deferred revenue (loyalty program) 1,495 1,870 Accrued professional and management fees 898 1,481 Other accrued expenses and current liabilities 8,172 9,356 Total $ 49,857 $ 46,329 (1) Refer to Note 4 - Prepaid Expenses and Other Current Assets for more information. (2) Refer to Note 6 - Acquisitions for more information . |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | 9. DEBT The components of the Company’s debt are as follows: Effective Interest Rate Maturity Date June 30, 2023 December 31, 2022 Principal amounts: Second Lien Notes 15% December 2026 $ 74,330 $ 73,182 Acquisition Facility 15% December 2024 65,000 65,000 Acquisition-related promissory notes payable 8% - 23% August 2024 - April 2027 35,716 35,716 Mortgage loans 6% - 9% January 2027 - April 2028 29,552 7,770 Total debt subject to scheduled repayments 204,598 181,668 Promissory notes payable to Sammartino (1) 11% September 2024 - September 2026 21,500 21,500 Jushi Europe debt (2) n/a March 2022 3,254 3,190 Total debt 229,352 206,358 Less: debt issuance costs and original issue discounts (15,920) (17,096) Total debt, net $ 213,432 $ 189,262 Debt, net - current portion $ 14,791 $ 8,704 Debt, net - non-current portion $ 198,641 $ 180,558 (1) This amount is related to the promissory notes issued to Sammartino in connection with the acquisition of Nature's Remedy in September 2021. Any repayment of principal and interest are currently on hold until the resolution of the Sammartino Matter. Refer to Note 18 - Commitments and Contingencies for more information. (2) On February 16, 2022, Jushi Europe SA, a company organized under the laws of Switzerland (“Jushi Europe”), filed a notice of over-indebtedness with the Swiss courts. Then, the Swiss courts declared Jushi Europe’s bankruptcy on May 19, 2022. As a result, Jushi Europe updated its corporate name to Jushi Europe SA in liquidation, which is still on-going. This debt balance will be adjusted, including the extinguishment of any outstanding debt, upon the final liquidation of Jushi Europe. Refer to Note 17 - Related Party Transactions for more information. Second Lien Notes In March 2023, the Company, one of its wholly subsidiaries (JGMT, LLC) and the Company’s Chief Executive Officer and Chairman of the Board of Directors (“CEO”) entered into an amendment to his 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 the following alternative form: (i) a lump sum cash payment in the amount of $250, which was paid on March 15, 2023, (ii) $750 aggregate principal amount of 12% second lien notes (“Second Lien Notes”) due December 7, 2026, which was issued on March 15, 2023, and (iii) fully-detached warrants to purchase up to approximately $375 worth of the Company’s SVS (“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. As of June 30, 2023, the fair value of the Warrants to be priced and issued was estimated to be $148, which was recorded as additional debt discount to the Second Lien Notes with a corresponding offset to Accrued expenses and other current liabilities. The current estimated fair value of the Warrants will be adjusted when the Warrants are priced and issued. In June 2023, the Company amended its Second Lien Notes to modify the Change of Control provisions and make other changes. The consideration paid by the Company for the amendment was a repricing of the related outstanding warrants to purchase SVS of the Company from an exercise price of $2.086 per warrant to $1.00 per warrant. In addition to the repricing of the warrants, the respective warrant agreements were amended and resulted in a change in accounting classification of the respective warrants from liability to equity. The estimated value of the consideration of $1,341 was determined based on the incremental change in the fair value of the warrants before and after repricing. The consideration was recorded as additional debt discount to the Second Lien Notes with a corresponding offset to Paid-in capital. Refer to Note 11 - Derivative Liabilities for more information. Mortgage loans Arlington Mortgage In December 2021, the Company entered into a $6,900 mortgage loan agreement (the “Arlington Mortgage”), which is principally secured by the Company’s retail property in Arlington, Virginia. The Arlington Mortgage bears a fixed interest rate of 5.875% per annum, payable monthly, and will mature in January 2027. As of December 31, 2022, the Company had drawn down $5,000, and the remaining $1,900 was drawn down in January 2023. Dickson City Mortgage In July 2022, the Company entered into a $2,800 mortgage loan agreement (the “Dickson City Mortgage”), which is principally secured by the Company’s retail property in Dickson City, Pennsylvania. The Dickson City Mortgage matures in July 2027 and bears interest at a variable rate equal to prime rate plus 2%. The interest rate as of June 30, 2023 was 10.25%. Manassas Mortgage In April 2023, the Company entered into a $20,000 mortgage loan agreement (the “Manassas Mortgage”), which is principally secured by the Company’s cultivation and manufacturing facility located in Manassas, Virginia. The Manassas Mortgage bears interest of 8.625% per annum as of June 30, 2023, payable monthly, and will mature in April 2028. The interest rate is variable and determined based on the 30-day average secured overnight financing rate plus 3.55%, with a floor rate of not less than 8.25%. Financial covenants Acquisition Facility The Senior Secured Credit Facility (the “Acquisition Facility”) contains certain financial and other covenants with which the Company is required to comply. On May 10, 2023, the Company was non-compliant with an affirmative covenant relating to a minimum cash deposit requirement in a specified bank account. The Company received a waiver for this instance on May 11, 2023. As of June 30, 2023 , the Company was in compliance with its financial covenants related to (i) minimum unrestricted cash and cash equivalents balance requirement and (ii) minimum quarterly revenue requirement. Mortgage loans The Company’s three mortgage loan agreements contain certain financial and other covenants with which the Company is required to comply. As of June 30, 2023, the Company was in compliance with all financial covenants contained in each of the mortgage loan agreements. Annual Maturities As of June 30, 2023, aggregate future scheduled repayments of the Company’s debt are as follows: Remainder of the year 2024 2025 2026 2027 Thereafter Total Second Lien Notes $ — $ — $ — $ 74,330 $ — $ — $ 74,330 Acquisition Facility 4,875 60,125 — — — — 65,000 Acquisition-related promissory notes payable 3,448 5,885 1,970 1,971 22,442 — 35,716 Mortgage loans 101 485 658 669 9,399 18,240 29,552 Total debt subject to scheduled repayments $ 8,424 $ 66,495 $ 2,628 $ 76,970 $ 31,841 $ 18,240 $ 204,598 The above table excludes the contractual maturities of the Company’s (i) promissory notes payable to Sammartino and (ii) Jushi Europe debt, as the repayments of these two debts are contingent on the resolution of the Sammartino Matter and completion of the liquidation of Jushi Europe, respectively. Refer to Note 18 - Commitments and Contingencies and Note 17 - Related Party Transactions for more information. Specifically, the contractual maturities of (i) the promissory notes payable to Sammartino are as follows: $16,500 in 2024 and $5,000 in 2026 and (ii) Jushi Europe debt was March 2022. Interest Expense Interest expense, net is comprised of the following: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Interest expense Interest and accretion - 10% Senior Notes $ — $ 5,838 $ — $ 11,236 Interest and accretion - Second Lien Notes 2,584 — 4,928 — Interest and accretion - Finance lease liabilities 2,598 3,013 4,947 5,914 Interest and accretion - Promissory notes 1,542 1,347 3,078 2,084 Interest and accretion - Acquisition Facility 2,671 1,854 4,967 3,294 Interest and accretion - Mortgage loans and other financing activities 625 221 810 620 Capitalized interest (222) (1,303) (410) (2,047) Total interest expense 9,798 10,970 18,320 21,101 Interest income (8) (23) (10) (38) Total interest expense, net $ 9,790 $ 10,947 $ 18,310 $ 21,063 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | 10. 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. In June 2023, the Company performed a reassessment of its previously classified real estate finance leases due to changing demographics and business environment. This reassessment resulted in the removal of certain option renewal periods contained in the leases as the Company is no longer reasonably certain to exercise these option renewal periods. As a result of the reassessment, the classification of some leases were changed from finance to operating. Additionally, the impact of the reassessment was an aggregate decrease in finance lease obligations and related right-of-use (“ROU”) assets of $45,768 and $42,349, respectively, and an aggregate increase in operating lease obligations and related ROU assets of $8,691 and $5,271, respectively. In connection with the change from finance to operating lease, the Company’s depreciation and interest expense related to ROU assets will be lower after the change, and the rent expense will be higher. The expiry dates of the leases, including reasonably certain estimated renewal periods, are between 2023 a nd 2043. 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. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Finance lease cost: Amortization of lease assets $ 1,469 $ 1,261 $ 3,059 $ 2,403 Interest on lease liabilities 2,598 3,013 4,947 5,914 Total finance lease cost 4,067 4,274 8,006 8,317 Operating lease cost 915 914 1,648 1,800 Variable lease cost 20 89 86 182 Total lease cost $ 5,002 $ 5,277 $ 9,740 $ 10,299 Other information related to operating and finance leases as of the balance sheet dates presented are as follows: June 30, 2023 December 31, 2022 (unaudited) Finance Leases Operating Leases Finance Leases Operating Leases Weighted average discount rate 16.07 % 13.09 % 11.23 % 11.51 % Weighted average remaining lease term (in years) 17.0 12.7 22.7 14.1 The maturities of the contractual undiscounted lease liabilities as of June 30, 2023 are as follows: Finance Leases Operating Leases Remainder of year $ 4,491 $ 2,427 2024 10,653 5,667 2025 10,517 5,581 2026 10,409 5,319 2027 9,950 5,161 Thereafter 158,127 43,157 Total lease payments 204,147 67,312 Less: Imputed interest (142,662) (36,946) Total present value of minimum lease payments $ 61,485 $ 30,366 Lease liabilities - current portion $ 8,786 $ 4,910 Lease liabilities - non-current $ 52,699 $ 25,456 |
LEASES | 10. 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. In June 2023, the Company performed a reassessment of its previously classified real estate finance leases due to changing demographics and business environment. This reassessment resulted in the removal of certain option renewal periods contained in the leases as the Company is no longer reasonably certain to exercise these option renewal periods. As a result of the reassessment, the classification of some leases were changed from finance to operating. Additionally, the impact of the reassessment was an aggregate decrease in finance lease obligations and related right-of-use (“ROU”) assets of $45,768 and $42,349, respectively, and an aggregate increase in operating lease obligations and related ROU assets of $8,691 and $5,271, respectively. In connection with the change from finance to operating lease, the Company’s depreciation and interest expense related to ROU assets will be lower after the change, and the rent expense will be higher. The expiry dates of the leases, including reasonably certain estimated renewal periods, are between 2023 a nd 2043. 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. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Finance lease cost: Amortization of lease assets $ 1,469 $ 1,261 $ 3,059 $ 2,403 Interest on lease liabilities 2,598 3,013 4,947 5,914 Total finance lease cost 4,067 4,274 8,006 8,317 Operating lease cost 915 914 1,648 1,800 Variable lease cost 20 89 86 182 Total lease cost $ 5,002 $ 5,277 $ 9,740 $ 10,299 Other information related to operating and finance leases as of the balance sheet dates presented are as follows: June 30, 2023 December 31, 2022 (unaudited) Finance Leases Operating Leases Finance Leases Operating Leases Weighted average discount rate 16.07 % 13.09 % 11.23 % 11.51 % Weighted average remaining lease term (in years) 17.0 12.7 22.7 14.1 The maturities of the contractual undiscounted lease liabilities as of June 30, 2023 are as follows: Finance Leases Operating Leases Remainder of year $ 4,491 $ 2,427 2024 10,653 5,667 2025 10,517 5,581 2026 10,409 5,319 2027 9,950 5,161 Thereafter 158,127 43,157 Total lease payments 204,147 67,312 Less: Imputed interest (142,662) (36,946) Total present value of minimum lease payments $ 61,485 $ 30,366 Lease liabilities - current portion $ 8,786 $ 4,910 Lease liabilities - non-current $ 52,699 $ 25,456 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 11. DERIVATIVE LIABILITIES The following table summarizes the change in the Company’s derivative liabilities for the six months ended June 30, 2023 . Total Derivative Liabilities (1) Balance as of January 1, 2023 $ 14,134 Fair value changes (9,120) Reclassification to equity (2,050) Down-round changes 143 Balance as of June 30, 2023 $ 3,107 (1) Refer to Note 12 - Equity for the change in number of warrants during the six months ended June 30, 2023. The Company’s derivative liabilities are primarily comprised of derivative warrants (“Derivative Warrants”). These are warrants to purchase SVS of the Company, and were previously issued in connection with the Company’s Second Lien Notes and its 10% senior secured notes (the “Senior Notes”). As discussed in Note 9 - Debt, in June 2023, the Company amended the warrant agreements, previously issued with the Second Lien Notes, to decrease the warrant exercise price of $2.086 per warrant to $1.00 per warrant for 17,512,280 warrants as well as certain other sections of the warrant agreement, which resulted in a change in accounting classification of the respective warrants from liability to equity. As a result of the change in classification of the warrants, the Company recorded a decrease in derivative liability of $2,050, with a corresponding increase in paid-in capital. The aforementioned warrant repricing triggered certain down-round provisions on some of the outstanding warrants previously issued with the Senior Notes. Accordingly, the Company changed the warrant exercise price of $1.25 per warrant to $1.00 per warrant for 5,890,922 warrants, and recorded the incremental change of $143 in the fair value of such warrants before and after repricing as additional derivative liabilities with a corresponding offset to Other income (expense) since the Senior Notes were previously extinguished. The Derivative Warrants may be net share settled. As of June 30, 2023, there were 37,862,922 Derivative Warrants outstanding, which consisted of (i) 29,972,000 warrants with exercise price of $1.25 per warrant and expiration date in December 2024, (ii) 5,890,922 warrants with exercise price of $1.00 per warrant and expiration date of December 2024, and (iii) 2,000,000 warrants with an exercise price of $2.086 per warrant and expiration date in December 2026. As of December 31, 2022, there were 55,375,202 Derivative Warrants outstanding, which consisted of (i) 35,862,922 warrants with exercise price of $1.25 per warrant and expiration date in December 2024, and (ii) 19,512,280 warrants with an exercise price of $2.086 per warrant and expiration date in December 2026. Derivative Warrants are 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 income (loss). These are Level 3 recurring fair value measurements. The estimated fair value of the Derivative Warrants was determined using the Black-Scholes model with stock price based on the OTCQX closing price of the Derivative Warrants issue date as of June 30, 2023 and December 31, 2022. The assumptions used in the fair value calculations as of the balance sheet dates presented include the following: June 30, 2023 (unaudited) December 31, 2022 Stock price $0.48 $0.76 Risk-free annual interest rate 4.24% - 5.15% 3.99% - 4.11% Range of estimated possible exercise price $1.00 - $2.086 $1.25 - $2.086 Weighted average volatility 84% 79% Remaining life 1.48 years - 3.44 years 1.98 years - 3.96 years Forfeiture rate 0% 0% Expected annual dividend yield 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 June 30, 2023 As of December 31, 2022 (unaudited) Input Effect of 10% Increase Effect of 10% Decrease Input Effect of 10% Increase Effect of 10% Decrease Stock price $ 0.48 $ 724 $ (658) $ 0.76 $ 2,529 $ (2,396) Volatility 84 % 736 (706) 79 % 2,070 (2,121) |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
EQUITY | 12. EQUITY Authorized, Issued and Outstanding The authorized share capital of the Company consists of an unlimited number of SVS, Multiple Voting Shares, Super Voting Shares, and Preferred Shares. As of June 30, 2023, the Company had 196,633,371 SVS issued and outstanding and no Multiple Voting Shares, Super Voting Shares or Preferred Shares issued and outstanding. Warrants Each warrant entitles the holder to purchase one SVS. Certain warrants may be net share settled. The following table summarizes the status of warrants and related transactions: Non-Derivative (Equity) Warrants Derivative Liabilities Warrants (1) Total Number of Warrants Weighted - Average Exercise Price Balance as of January 1, 2023 30,673,635 55,375,202 86,048,837 $ 1.40 Granted 300,000 — 300,000 $ 0.48 Cancelled/forfeited/expired (100,000) — (100,000) $ 1.47 Reclassification 17,512,280 (17,512,280) — $ — Balance as of June 30, 2023 48,385,915 37,862,922 86,248,837 $ 1.16 Exercisable as of June 30, 2023 45,985,915 37,862,922 83,848,837 $ 1.14 (1) In June 2023, 5,890,000 warrants were repriced from $1.25 to $1.00. Additionally, 17,512,280 warrants were reclassified from derivative liability warrants to non-derivative (equity) warrants and repriced from $2.086 to $1.00. Refer to Note 11 - Derivative Liabilities for additional information. Share-based payment award plans Plan summary and description Under the Company’s 2019 Equity Incentive Plan, as amended, (the “2019 Plan”), non-transferable options to purchase SVS and restricted SVS of the Company may be issued to directors, officers, employees, or consultants of the Company. The 2019 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 3,575,590 as of June 30, 2023. 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. Such options generally expire in ten years from the date of grant and generally vest ratably over three years from the grant date. The options generally may be net share settled. The following table summarizes the status of stock options and related transactions: Number of Stock Options Weighted-Average Per Share Exercise Price Issued and Outstanding as of January 1, 2023 30,752,259 $ 2.58 Granted 3,827,500 $ 0.51 Cancelled/forfeited/expired (4,384,005) $ 2.76 Issued and Outstanding as of June 30, 2023 30,195,754 $ 2.29 Exercisable as of June 30, 2023 17,131,076 $ 2.51 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: Six Months Ended June 30, 2023 2022 Weighted average stock price $0.51 $2.78 Weighted average expected stock price volatility 76.9% 74.5% Expected annual dividend yield 0% 0% Weighted average expected life 6.0 years 6.2 years Weighted average risk-free annual interest rate 3.6% 2.8% Weighted average grant date fair value $0.34 $1.40 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 estimated based on the SVS price at grant date. The following table summarizes the status of restricted stock and related transactions: Number of Restricted Subordinate Voting Shares Unvested restricted stock as of January 1, 2023 1,156,319 Cancelled/forfeited (53,001) Vested and Released (1,097,823) Unvested restricted stock as of June 30, 2023 5,495 Generally, restricted stock awards will vest either one-third on each anniversary of service from the vesting start date or will be fully vested on the completion of one year of full service from the vesting start date, depending on the award. Share-based compensation cost The components of share-based compensation expense are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options $ 1,862 $ 3,955 $ 3,458 $ 9,799 Restricted stock 93 446 293 1,279 Warrants 408 283 923 570 Total share-based compensation expense $ 2,363 $ 4,684 $ 4,674 $ 11,648 As of June 30, 2023 , the Company had $9,480 of unrecognized share-based compensation cost related to unvested stock options, restricted stock and warrants, which is expected to be recognized as share-based compensation cost over a weighted average period of 1.7 years. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | 13. EARNINGS (LOSS) PER SHARE The reconciliations of the net income (loss) and the weighted average number of shares used in the computations of basic and diluted earnings (loss) per share attributable to Jushi shareholders are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net income (loss) and comprehensive income (loss) attributable to Jushi shareholders $ (14,036) $ 12,066 $ (26,476) $ (7,691) Dilutive effect of net income from derivative warrants liability — (42,572) — (56,881) Less undistributed net income (loss) for participating securities — (197) — 140 Net income (loss) and comprehensive income (loss) attributable to Jushi shareholders - diluted $ (14,036) $ (30,703) $ (26,476) $ (64,432) Denominator: Weighted-average shares of common stock - basic 194,756,391 190,870,572 194,405,562 187,147,856 Dilutive effect of derivative warrants — 14,826,581 — 20,890,427 Weighted-average shares of common stock - diluted 194,756,391 205,697,153 194,405,562 208,038,283 Earnings (loss) per common share attributable to Jushi shareholders: Basic $ (0.07) $ 0.06 $ (0.14) $ (0.04) Diluted $ (0.07) $ (0.15) $ (0.14) $ (0.31) The following table summarizes weighted average instruments that may, in the future, have a dilutive effect on earnings (loss) per share, but were excluded from consideration in the computation of diluted net income (loss) per share for the three and six months ended June 30, 2023 and 2022, because the impact of including them would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options 29,248,553 20,604,848 28,941,749 20,654,797 Warrants (derivative liabilities and equity) 86,097,189 29,448,567 86,043,865 29,420,800 Unvested restricted stock awards 376,980 1,657,307 746,843 2,631,487 Convertible promissory notes — 910,000 — 910,000 115,722,722 52,620,722 115,732,457 53,617,084 |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 14. REVENUE The Company has three revenue streams: (i) retail, (ii) wholesale and (iii) other. The Company’s retail revenues are comprised of cannabis sales from its dispensaries. The Company’s wholesale revenues are comprised of cannabis sales to its wholesale customers for resale through their dispensaries. The Company’s other operations primarily include the Company’s hemp/cannabidiol (“CBD”) retail operations which were discontinued in 2022. Any intercompany revenue and costs are eliminated to arrive at consolidated totals. The following table summarizes the Company’s revenue from external customers, disaggregated by revenue stream: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Retail $ 59,615 $ 67,276 $ 121,926 $ 125,230 Wholesale 6,810 5,467 14,372 9,316 Other — 14 — 99 Total revenue, net $ 66,425 $ 72,757 $ 136,298 $ 134,645 |
OPERATING EXPENSES
OPERATING EXPENSES | 6 Months Ended |
Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | |
OPERATING EXPENSES | 15. OPERATING EXPENSES The major components of operating expenses are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Salaries, wages and employee related expenses $ 13,784 $ 18,593 $ 30,588 $ 35,930 Share-based compensation expense 2,363 4,684 4,674 11,648 Rent and related expenses 2,504 3,404 5,397 6,493 Depreciation and amortization expense 1,577 2,865 4,240 5,121 Professional fees and legal expenses 2,321 2,803 4,646 5,509 Other expenses (1) 4,605 6,396 10,061 11,757 Total operating expenses $ 27,154 $ 38,745 $ 59,606 $ 76,458 (1) Other expenses are primarily comprised of marketing and selling expenses, insurance costs, administrative and application fees, software and technology costs, travel, entertainment and conferences and other. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES The following table summarizes the Company’s income tax expense and effective tax rates for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Income (loss) before income tax $ (5,490) $ 19,776 $ (7,782) $ 5,070 Income tax expense $ 8,546 $ 7,710 $ 18,694 $ 12,761 Effective income tax rate (155.7) % 39.0 % (240.2) % 251.7 % The Company has computed its provision for income taxes based on the actual effective rate for the six months ended June 30, 2023 and 2022 as the Company believes this is the best estimate for the annual effective tax rate. Therefore, the Company’s effective income tax rates for the three and six months ended June 30, 2023 and 2022 are not indicative of the effective income tax rate for each respective fiscal year of 2023 and 2022. The Company’s effective income tax rate is significantly higher than the statutory income tax rates due in part to (i) disallowed expenses under U.S. Internal Revenue Code of 1986, as amended (“IRC”), Section 280E, (ii) change in uncertain tax positions, (iii) fair value change of derivatives, (iv) interest and penalties accrual for tax liabilities, and (v) state income taxes. Due to its cannabis operations, the Company is subject to the limitation of IRC Section 280E under which the Company is only allowed to deduct "costs of goods sold". This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income which provides for effective tax rates that are well in excess of statutory tax rates. The Company’s tax returns for the year 2021 and prior 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 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 $60,491 and $57,200 as of June 30, 2023 and December 31, 2022, respectively, inclusive of interest and penalties, which is included in income tax liabilities - non-current in the consolidated balance sheets. Additionally, there are unrecognized deferred tax benefits of $3,414 and $3,412 as of June 30, 2023 and December 31, 2022, respectively. The Company does not expect the unrecognized tax benefits will materially increase or decrease within the next 12 months. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 17. RELATED PARTY TRANSACTIONS The Company had the following related party transactions: Three Months Ended June 30, Six Months Ended June 30, As of 2023 2022 2023 2022 June 30, 2023 (unaudited) December 31, 2022 Nature of transaction Related Party Expense Related Party Expense Related Party Payable 10% Senior Notes - interest expense and principal amount $ — $ (8) $ — $ (17) $ — $ — 12% Second Lien Notes - interest expense and principal amount (1) $ (563) $ — $ (1,084) $ — $ (18,526) $ (17,491) Other debt (2) $ — $ — $ — $ — $ (3,254) $ (3,189) (1) Fo r the periods ended June 30, 2023 and 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 18. 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 June 30, 2023, 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. Claims and Litigation 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 June 30, 2023, 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 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. 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. MJ is seeking legal and equitable remedies including compensatory and other damages. The Company vehemently denies such allegations, and is vigorously defending against the Complaint. Sammartino Matter On February 28, 2023, the Company informed Sammartino, the former owner of Nature’s Remedy and certain of its affiliates, that Sammartino had breached several provisions of 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. Pacific Collective matter On October 24, 2022, Pacific Collective, LLC (“Pacific Collective”) filed a complaint in state court in California against Jushi subsidiaries TGS CC Ventures, LLC (“TGS”), and Jushi Inc. Pacific Collective alleges that the Jushi subsidiaries breached a commercial property lease and lease guaranty and that Pacific Collective is entitled to recover in excess of $20,000 in damages. TGS lawfully rescinded the lease based on Pacific Collective’s failure to purchase the property that was the subject of the lease and to construct and deliver the building contemplated by the lease, and is of the position that no damages are owed to Pacific Collective. Commitments In addition to the contractual obligations outlined in Note 9 - Debt and Note 10 - Leases, the Company has the following commitments as of June 30, 2023 related to property and construction. 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). |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS | 19. 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: June 30, 2023 (unaudited) December 31, 2022 Financial assets: (1) Equity investment $ 977 $ 977 Total financial assets $ 977 $ 977 Financial liabilities: (1) Derivative liabilities (2) $ 3,107 $ 14,134 Contingent consideration liabilities (3) 2,394 4,793 Total financial liabilities $ 5,501 $ 18,927 (1) The Company has no financial assets or liabilities in Level 1 or 2 within the fair value hierarchy as of June 30, 2023 and December 31, 2022, and there were no transfers between hierarchy levels during the six months ended June 30, 2023 or year ended December 31, 2022. (2) Refer to Note 11 - Derivative Liabilities. (3) Refer to Note 6 - Acquisitions. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) and comprehensive income (loss) attributable to Jushi shareholders | $ (14,036) | $ 12,066 | $ (26,476) | $ (7,691) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates. As reflected in the 2022 Form 10-K, the Company incurred a loss from operations of $220,333, including non-cash 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 . Furthermore, the Company used cash of $10,285 for operating activities for the six months ended June 30, 2023, and as of that date, the Company’s current liabilities exceeded its current assets by $37,328. 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 expanded its operations. 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 has commercialized 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 other things, reduction in labor and packaging costs as well as operating efficiencies at the Company’s retail and grower-processing facilities. As concluded in the 2022 Form 10-K, substantial doubt existed about the Company’s ability to continue as a going concern, and, as a result of the above, substantial doubt continues to exist 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, including anticipated refunds from the Internal Revenue Service (“IRS”) relating to employee retention credit claims, 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. |
Consolidation | In the opinion of management, the unaudited consolidated financial statements include all adjustments, of a normal recurring nature, that are necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods, and at the dates, presented. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on April 18, 2023 (the “2022 Form 10-K”), and was also filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) on April 18, 2023. Consolidated balance sheet information as of December 31, 2022 presented herein is derived from the Company’s audited consolidated financial statements for the year ended December 31, 2022. |
Recent Accounting Pronouncements | Accounting Standards Issued But Not Yet Adopted In June 2020, the Financial Accounting Standards Board (“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) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
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: June 30, 2023 (unaudited) December 31, 2022 Cash and cash equivalents $ 26,784 $ 26,196 Restricted cash - current (1) 3,128 — Restricted cash - non-current (1) 2,150 950 Cash, cash equivalents and restricted cash $ 32,062 $ 27,146 (1) As of June 30, 2023, restricted cash -current, and restricted cash - non-current, includes $3,128 and $1,200, respectively, relating to the Manassas Mortgage. Refer to Note 9 - Debt for more information. |
Restrictions on 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: June 30, 2023 (unaudited) December 31, 2022 Cash and cash equivalents $ 26,784 $ 26,196 Restricted cash - current (1) 3,128 — Restricted cash - non-current (1) 2,150 950 Cash, cash equivalents and restricted cash $ 32,062 $ 27,146 (1) As of June 30, 2023, restricted cash -current, and restricted cash - non-current, includes $3,128 and $1,200, respectively, relating to the Manassas Mortgage. Refer to Note 9 - Debt for more information. |
INVENTORY, NET (Tables)
INVENTORY, NET (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | The components of inventory, net, are as follows: June 30, 2023 (unaudited) December 31, 2022 Raw materials Cannabis plants $ 4,560 $ 4,347 Harvested cannabis and packaging 8,847 9,052 Total raw materials 13,407 13,399 Work in process 5,399 7,845 Finished goods 21,974 13,845 Total inventory, net $ 40,780 $ 35,089 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: June 30, 2023 (unaudited) December 31, 2022 Employee retention credit receivable $ 10,140 $ — Prepaid expenses and deposits 3,523 3,409 Other current assets 611 548 Total prepaid expenses and other current assets $ 14,274 $ 3,957 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | The components of property, plant and equipment (“PPE”) are as follows: June 30, 2023 (unaudited) December 31, 2022 Buildings and building components $ 91,775 $ 80,697 Land 14,301 14,085 Leasehold improvements 45,104 43,472 Machinery and equipment 29,595 27,615 Furniture, fixtures and office equipment (including computer) 20,441 16,126 Construction-in-process 852 20,086 Property, plant and equipment, gross 202,068 202,081 Less: Accumulated depreciation (32,243) (24,326) Property, plant and equipment, net $ 169,825 $ 177,755 |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Noncurrent Assets | The components of other non-current assets are as follows: June 30, 2023 (unaudited) December 31, 2022 Operating lease assets (1) $ 24,427 $ 16,244 Indemnification assets 9,011 8,198 Deposits and escrows - properties 1,665 1,637 Equity investment (2) 977 977 Net deferred tax assets 594 — Deposits - equipment 530 484 Other 67 703 Total other non-current assets $ 37,271 $ 28,243 (1) In June 2023, the Company performed a reassessment of its previously classified real estate finance leases, resulting in some leases being reclassified from finance to operating. Refer to Note 10 - Leases for more 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 PVLLC and therefore the investment is measured at its fair value. Refer to Note 19 - Financial Instruments for more information relating to the fair value of this equity investment as of June 30, 2023 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The components of accrued expenses and other current liabilities June 30, 2023 (unaudited) December 31, 2022 Deferred income - ERC (1) $ 10,140 $ — Goods received not invoiced 7,534 11,620 Operating lease obligations 4,910 2,652 Accrued employee related expenses and liabilities 4,347 6,030 Accrued capital expenditures 3,058 5,603 Contingent consideration liabilities (2) 2,394 3,398 Accrued interest 3,419 2,388 Accrued sales and excise taxes 3,490 1,931 Deferred revenue (loyalty program) 1,495 1,870 Accrued professional and management fees 898 1,481 Other accrued expenses and current liabilities 8,172 9,356 Total $ 49,857 $ 46,329 (1) Refer to Note 4 - Prepaid Expenses and Other Current Assets for more information. (2) Refer to Note 6 - Acquisitions for more information . |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Components of Debt | The components of the Company’s debt are as follows: Effective Interest Rate Maturity Date June 30, 2023 December 31, 2022 Principal amounts: Second Lien Notes 15% December 2026 $ 74,330 $ 73,182 Acquisition Facility 15% December 2024 65,000 65,000 Acquisition-related promissory notes payable 8% - 23% August 2024 - April 2027 35,716 35,716 Mortgage loans 6% - 9% January 2027 - April 2028 29,552 7,770 Total debt subject to scheduled repayments 204,598 181,668 Promissory notes payable to Sammartino (1) 11% September 2024 - September 2026 21,500 21,500 Jushi Europe debt (2) n/a March 2022 3,254 3,190 Total debt 229,352 206,358 Less: debt issuance costs and original issue discounts (15,920) (17,096) Total debt, net $ 213,432 $ 189,262 Debt, net - current portion $ 14,791 $ 8,704 Debt, net - non-current portion $ 198,641 $ 180,558 (1) This amount is related to the promissory notes issued to Sammartino in connection with the acquisition of Nature's Remedy in September 2021. Any repayment of principal and interest are currently on hold until the resolution of the Sammartino Matter. Refer to Note 18 - Commitments and Contingencies for more information. |
Schedule of Future Contractual Debt Maturities | As of June 30, 2023, aggregate future scheduled repayments of the Company’s debt are as follows: Remainder of the year 2024 2025 2026 2027 Thereafter Total Second Lien Notes $ — $ — $ — $ 74,330 $ — $ — $ 74,330 Acquisition Facility 4,875 60,125 — — — — 65,000 Acquisition-related promissory notes payable 3,448 5,885 1,970 1,971 22,442 — 35,716 Mortgage loans 101 485 658 669 9,399 18,240 29,552 Total debt subject to scheduled repayments $ 8,424 $ 66,495 $ 2,628 $ 76,970 $ 31,841 $ 18,240 $ 204,598 |
Schedule of Interest Expense | Interest expense, net is comprised of the following: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Interest expense Interest and accretion - 10% Senior Notes $ — $ 5,838 $ — $ 11,236 Interest and accretion - Second Lien Notes 2,584 — 4,928 — Interest and accretion - Finance lease liabilities 2,598 3,013 4,947 5,914 Interest and accretion - Promissory notes 1,542 1,347 3,078 2,084 Interest and accretion - Acquisition Facility 2,671 1,854 4,967 3,294 Interest and accretion - Mortgage loans and other financing activities 625 221 810 620 Capitalized interest (222) (1,303) (410) (2,047) Total interest expense 9,798 10,970 18,320 21,101 Interest income (8) (23) (10) (38) Total interest expense, net $ 9,790 $ 10,947 $ 18,310 $ 21,063 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Finance lease cost: Amortization of lease assets $ 1,469 $ 1,261 $ 3,059 $ 2,403 Interest on lease liabilities 2,598 3,013 4,947 5,914 Total finance lease cost 4,067 4,274 8,006 8,317 Operating lease cost 915 914 1,648 1,800 Variable lease cost 20 89 86 182 Total lease cost $ 5,002 $ 5,277 $ 9,740 $ 10,299 Other information related to operating and finance leases as of the balance sheet dates presented are as follows: June 30, 2023 December 31, 2022 (unaudited) Finance Leases Operating Leases Finance Leases Operating Leases Weighted average discount rate 16.07 % 13.09 % 11.23 % 11.51 % Weighted average remaining lease term (in years) 17.0 12.7 22.7 14.1 |
Lessee, Operating Lease, Liability, Maturity | The maturities of the contractual undiscounted lease liabilities as of June 30, 2023 are as follows: Finance Leases Operating Leases Remainder of year $ 4,491 $ 2,427 2024 10,653 5,667 2025 10,517 5,581 2026 10,409 5,319 2027 9,950 5,161 Thereafter 158,127 43,157 Total lease payments 204,147 67,312 Less: Imputed interest (142,662) (36,946) Total present value of minimum lease payments $ 61,485 $ 30,366 Lease liabilities - current portion $ 8,786 $ 4,910 Lease liabilities - non-current $ 52,699 $ 25,456 |
Finance Lease, Liability, Fiscal Year Maturity | The maturities of the contractual undiscounted lease liabilities as of June 30, 2023 are as follows: Finance Leases Operating Leases Remainder of year $ 4,491 $ 2,427 2024 10,653 5,667 2025 10,517 5,581 2026 10,409 5,319 2027 9,950 5,161 Thereafter 158,127 43,157 Total lease payments 204,147 67,312 Less: Imputed interest (142,662) (36,946) Total present value of minimum lease payments $ 61,485 $ 30,366 Lease liabilities - current portion $ 8,786 $ 4,910 Lease liabilities - non-current $ 52,699 $ 25,456 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The following table summarizes the change in the Company’s derivative liabilities for the six months ended June 30, 2023 . Total Derivative Liabilities (1) Balance as of January 1, 2023 $ 14,134 Fair value changes (9,120) Reclassification to equity (2,050) Down-round changes 143 Balance as of June 30, 2023 $ 3,107 (1) Refer to Note 12 - Equity for the change in number of warrants during the six months ended June 30, 2023. |
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: June 30, 2023 (unaudited) December 31, 2022 Stock price $0.48 $0.76 Risk-free annual interest rate 4.24% - 5.15% 3.99% - 4.11% Range of estimated possible exercise price $1.00 - $2.086 $1.25 - $2.086 Weighted average volatility 84% 79% Remaining life 1.48 years - 3.44 years 1.98 years - 3.96 years Forfeiture rate 0% 0% Expected annual dividend yield 0% 0% As of June 30, 2023 As of December 31, 2022 (unaudited) Input Effect of 10% Increase Effect of 10% Decrease Input Effect of 10% Increase Effect of 10% Decrease Stock price $ 0.48 $ 724 $ (658) $ 0.76 $ 2,529 $ (2,396) Volatility 84 % 736 (706) 79 % 2,070 (2,121) |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes the status of warrants and related transactions: Non-Derivative (Equity) Warrants Derivative Liabilities Warrants (1) Total Number of Warrants Weighted - Average Exercise Price Balance as of January 1, 2023 30,673,635 55,375,202 86,048,837 $ 1.40 Granted 300,000 — 300,000 $ 0.48 Cancelled/forfeited/expired (100,000) — (100,000) $ 1.47 Reclassification 17,512,280 (17,512,280) — $ — Balance as of June 30, 2023 48,385,915 37,862,922 86,248,837 $ 1.16 Exercisable as of June 30, 2023 45,985,915 37,862,922 83,848,837 $ 1.14 (1) In June 2023, 5,890,000 warrants were repriced from $1.25 to $1.00. Additionally, 17,512,280 warrants were reclassified from derivative liability warrants to non-derivative (equity) warrants and repriced from $2.086 to $1.00. Refer to Note 11 - Derivative Liabilities for additional information. |
Summary of Stock Options Outstanding | The following table summarizes the status of stock options and related transactions: Number of Stock Options Weighted-Average Per Share Exercise Price Issued and Outstanding as of January 1, 2023 30,752,259 $ 2.58 Granted 3,827,500 $ 0.51 Cancelled/forfeited/expired (4,384,005) $ 2.76 Issued and Outstanding as of June 30, 2023 30,195,754 $ 2.29 Exercisable as of June 30, 2023 17,131,076 $ 2.51 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The following assumptions were used for the calculation at date of grant: Six Months Ended June 30, 2023 2022 Weighted average stock price $0.51 $2.78 Weighted average expected stock price volatility 76.9% 74.5% Expected annual dividend yield 0% 0% Weighted average expected life 6.0 years 6.2 years Weighted average risk-free annual interest rate 3.6% 2.8% Weighted average grant date fair value $0.34 $1.40 |
Nonvested Restricted Stock Shares Activity | The following table summarizes the status of restricted stock and related transactions: Number of Restricted Subordinate Voting Shares Unvested restricted stock as of January 1, 2023 1,156,319 Cancelled/forfeited (53,001) Vested and Released (1,097,823) Unvested restricted stock as of June 30, 2023 5,495 |
Components of Share-based Compensation Expense | The components of share-based compensation expense are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options $ 1,862 $ 3,955 $ 3,458 $ 9,799 Restricted stock 93 446 293 1,279 Warrants 408 283 923 570 Total share-based compensation expense $ 2,363 $ 4,684 $ 4,674 $ 11,648 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of 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 earnings (loss) per share attributable to Jushi shareholders are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net income (loss) and comprehensive income (loss) attributable to Jushi shareholders $ (14,036) $ 12,066 $ (26,476) $ (7,691) Dilutive effect of net income from derivative warrants liability — (42,572) — (56,881) Less undistributed net income (loss) for participating securities — (197) — 140 Net income (loss) and comprehensive income (loss) attributable to Jushi shareholders - diluted $ (14,036) $ (30,703) $ (26,476) $ (64,432) Denominator: Weighted-average shares of common stock - basic 194,756,391 190,870,572 194,405,562 187,147,856 Dilutive effect of derivative warrants — 14,826,581 — 20,890,427 Weighted-average shares of common stock - diluted 194,756,391 205,697,153 194,405,562 208,038,283 Earnings (loss) per common share attributable to Jushi shareholders: Basic $ (0.07) $ 0.06 $ (0.14) $ (0.04) Diluted $ (0.07) $ (0.15) $ (0.14) $ (0.31) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes weighted average instruments that may, in the future, have a dilutive effect on earnings (loss) per share, but were excluded from consideration in the computation of diluted net income (loss) per share for the three and six months ended June 30, 2023 and 2022, because the impact of including them would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options 29,248,553 20,604,848 28,941,749 20,654,797 Warrants (derivative liabilities and equity) 86,097,189 29,448,567 86,043,865 29,420,800 Unvested restricted stock awards 376,980 1,657,307 746,843 2,631,487 Convertible promissory notes — 910,000 — 910,000 115,722,722 52,620,722 115,732,457 53,617,084 |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Retail $ 59,615 $ 67,276 $ 121,926 $ 125,230 Wholesale 6,810 5,467 14,372 9,316 Other — 14 — 99 Total revenue, net $ 66,425 $ 72,757 $ 136,298 $ 134,645 |
OPERATING EXPENSES (Tables)
OPERATING EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | The major components of operating expenses are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Salaries, wages and employee related expenses $ 13,784 $ 18,593 $ 30,588 $ 35,930 Share-based compensation expense 2,363 4,684 4,674 11,648 Rent and related expenses 2,504 3,404 5,397 6,493 Depreciation and amortization expense 1,577 2,865 4,240 5,121 Professional fees and legal expenses 2,321 2,803 4,646 5,509 Other expenses (1) 4,605 6,396 10,061 11,757 Total operating expenses $ 27,154 $ 38,745 $ 59,606 $ 76,458 (1) Other expenses are primarily comprised of marketing and selling expenses, insurance costs, administrative and application fees, software and technology costs, travel, entertainment and conferences and other. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss), Income Tax (Expense), and Effective Tax Rate | The following table summarizes the Company’s income tax expense and effective tax rates for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Income (loss) before income tax $ (5,490) $ 19,776 $ (7,782) $ 5,070 Income tax expense $ 8,546 $ 7,710 $ 18,694 $ 12,761 Effective income tax rate (155.7) % 39.0 % (240.2) % 251.7 % |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company had the following related party transactions: Three Months Ended June 30, Six Months Ended June 30, As of 2023 2022 2023 2022 June 30, 2023 (unaudited) December 31, 2022 Nature of transaction Related Party Expense Related Party Expense Related Party Payable 10% Senior Notes - interest expense and principal amount $ — $ (8) $ — $ (17) $ — $ — 12% Second Lien Notes - interest expense and principal amount (1) $ (563) $ — $ (1,084) $ — $ (18,526) $ (17,491) Other debt (2) $ — $ — $ — $ — $ (3,254) $ (3,189) (1) Fo r the periods ended June 30, 2023 and 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. |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: June 30, 2023 (unaudited) December 31, 2022 Financial assets: (1) Equity investment $ 977 $ 977 Total financial assets $ 977 $ 977 Financial liabilities: (1) Derivative liabilities (2) $ 3,107 $ 14,134 Contingent consideration liabilities (3) 2,394 4,793 Total financial liabilities $ 5,501 $ 18,927 (1) The Company has no financial assets or liabilities in Level 1 or 2 within the fair value hierarchy as of June 30, 2023 and December 31, 2022, and there were no transfers between hierarchy levels during the six months ended June 30, 2023 or year ended December 31, 2022. (2) Refer to Note 11 - Derivative Liabilities. (3) Refer to Note 6 - Acquisitions. |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||||
Loss from operations | $ (3,400) | $ 12,077 | $ (889) | $ 30,678 | $ 220,333 |
Asset impairment charges | 159,645 | ||||
Net cash flows used in operating activities | 10,285 | $ 25,711 | 21,416 | ||
Working capital | $ 37,328 | $ 37,328 | $ 37,577 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 26,784 | $ 26,196 | ||
Restricted cash - current | 3,128 | 0 | ||
Restricted cash - non-current | 2,150 | 950 | ||
Cash, cash equivalents and restricted cash | 32,062 | $ 27,146 | $ 43,811 | $ 95,487 |
Mortgage Debt | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash - current | 3,128 | |||
Restricted cash - non-current | $ 1,200 |
INVENTORY, NET (Details)
INVENTORY, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Raw materials | ||
Total raw materials | $ 13,407 | $ 13,399 |
Work in process | 5,399 | 7,845 |
Finished goods | 21,974 | 13,845 |
Total inventory, net | 40,780 | 35,089 |
Cannabis plants | ||
Raw materials | ||
Total raw materials | 4,560 | 4,347 |
Harvested cannabis and packaging | ||
Raw materials | ||
Total raw materials | $ 8,847 | $ 9,052 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Employee retention credit receivable | $ 10,140 | $ 0 |
Prepaid expenses and deposits | 3,523 | 3,409 |
Other current assets | 611 | 548 |
Total prepaid expenses and other current assets | $ 14,274 | $ 3,957 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Components of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 202,068 | $ 202,081 |
Less: Accumulated depreciation | (32,243) | (24,326) |
Property, plant and equipment, net | 169,825 | 177,755 |
Buildings and building components | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 91,775 | 80,697 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,301 | 14,085 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 45,104 | 43,472 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 29,595 | 27,615 |
Furniture, fixtures and office equipment (including computer) | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 20,441 | 16,126 |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 852 | $ 20,086 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 4,483 | $ 3,753 | $ 9,295 | $ 6,300 |
Capitalized interest | $ 222 | $ 1,303 | $ 410 | $ 2,047 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 10, 2021 | |
Business Acquisition [Line Items] | ||||
Contingent consideration liabilities - current portion | $ 2,394 | $ 3,398 | ||
Nature's Remedy | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration, equity interest issued and issuable | $ 5,000 | |||
Contingent consideration, liability, monthly earnout | $ 278 | |||
Contingent consideration, liability, earnout calculation, ratio to share price | $ 1,667 | |||
Contingent liability | 2,394 | 4,793 | ||
Contingent consideration liabilities - current portion | $ 2,500 | 3,398 | ||
Other liabilities - non-current | $ 1,395 | |||
Nature's Remedy | Milestone Period One | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration period | 12 months | |||
Nature's Remedy | Milestone Period Two | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration period | 30 months | |||
Nature's Remedy | Monthly Milestone Period One | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration period | 18 months | |||
Nature's Remedy | Monthly Milestone Period Two | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration period | 24 months | |||
Nature's Remedy | Monthly Milestone Period Three | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration period | 30 months |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Operating lease assets | $ 24,427 | $ 16,244 |
Indemnification assets | 9,011 | 8,198 |
Deposits and escrows - properties | 1,665 | 1,637 |
Equity investment | 977 | 977 |
Net deferred tax assets | 594 | 0 |
Deposits - equipment | 530 | 484 |
Other | 67 | 703 |
Total other non-current assets | $ 37,271 | $ 28,243 |
PVLLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity ownership | 23.08% |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total | Total |
Deferred income - ERC | $ 10,140 | $ 0 |
Goods received not invoiced | 7,534 | 11,620 |
Operating lease obligations | 4,910 | 2,652 |
Accrued employee related expenses and liabilities | 4,347 | 6,030 |
Accrued capital expenditures | 3,058 | 5,603 |
Contingent consideration liabilities | 2,394 | 3,398 |
Accrued interest | 3,419 | 2,388 |
Accrued sales and excise taxes | 3,490 | 1,931 |
Deferred revenue (loyalty program) | 1,495 | 1,870 |
Accrued professional and management fees | 898 | 1,481 |
Other accrued expenses and current liabilities | 8,172 | 9,356 |
Total | $ 49,857 | $ 46,329 |
DEBT - Components of Debt (Deta
DEBT - Components of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total debt | $ 229,352 | $ 206,358 |
Less: debt issuance costs and original issue discounts | (15,920) | (17,096) |
Total debt, net | 213,432 | 189,262 |
Debt, net - current portion | 14,791 | 8,704 |
Debt, net - non-current portion | 198,641 | 180,558 |
Total debt subject to scheduled repayments | ||
Debt Instrument [Line Items] | ||
Total debt | $ 204,598 | 181,668 |
Second Lien Notes | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 15% | |
Total debt | $ 74,330 | 73,182 |
Acquisition Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 15% | |
Total debt | $ 65,000 | |
Acquisition Facility | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | 65,000 | 65,000 |
Acquisition-related promissory notes payable | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Total debt | 35,716 | 35,716 |
Mortgage loans | Mortgages | ||
Debt Instrument [Line Items] | ||
Total debt | $ 29,552 | 7,770 |
Promissory Notes Payable to Sammartino | Notes Payable | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 11% | |
Total debt | $ 21,500 | 21,500 |
Jushi Europe Debt | Other Debt | ||
Debt Instrument [Line Items] | ||
Total debt | $ 3,254 | $ 3,190 |
Minimum | Acquisition-related promissory notes payable | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 8% | |
Minimum | Mortgage loans | Mortgages | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 6% | |
Maximum | Acquisition-related promissory notes payable | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 23% | |
Maximum | Mortgage loans | Mortgages | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 9% |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 6 Months Ended | ||||||||
Dec. 31, 2022 USD ($) | Apr. 30, 2023 USD ($) | Jul. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) debtInstrument loan $ / shares | Jun. 30, 2022 USD ($) | May 31, 2023 $ / shares | Mar. 31, 2023 USD ($) d | Mar. 15, 2023 USD ($) | Jan. 31, 2023 USD ($) | Dec. 28, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Cash bonus forfeited for alternative payment method | $ 750,000 | |||||||||
Annual cash bonus | $ 250,000 | |||||||||
Proceeds from long-term lines of credit | $ 0 | $ 25,000,000 | ||||||||
Number of mortgage loans | loan | 3 | |||||||||
Contingent debt, not subject to repayment terms | debtInstrument | 2 | |||||||||
Derivative Warrants, Super Voting Shares | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of securities called by warrants or rights, value | 375,000 | |||||||||
Warrant premium, percentage | 25% | |||||||||
Warrant, threshold trading days | d | 10 | |||||||||
Warrants and rights issuable | $ 148,000 | |||||||||
Derivative warrants exercise price (in dollars per share) | $ / shares | $ 1 | $ 2.086 | ||||||||
Debt unamortized discount | $ 1,341,000 | |||||||||
Second Lien Notes | Unsecured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument principal amount | $ 750,000 | |||||||||
Debt instrument interest rate | 12% | |||||||||
Debt payable next year | 0 | |||||||||
Debt payments due in year three | $ 74,330,000 | |||||||||
Arlington Facility | Mortgages | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate | 5.875% | |||||||||
Line of credit facility, maximum borrowing capacity | $ 6,900,000 | |||||||||
Proceeds from long-term lines of credit | $ 5,000,000 | |||||||||
Remaining borrowing capacity | $ 1,900,000 | |||||||||
Dickson City Mortgage | Line of Credit | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,800,000 | |||||||||
Interest rate at period end | 10.25% | |||||||||
Dickson City Mortgage | Line of Credit | Revolving Credit Facility | Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 2% | |||||||||
Manassas Mortgage | SOFR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 3.55% | |||||||||
Manassas Mortgage | Mortgages | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument principal amount | $ 20,000,000 | |||||||||
Debt instrument interest rate | 8.625% | |||||||||
Debt instrument, floor rate | 8.25% | |||||||||
Promissory Notes Payable to Sammartino | Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt payable next year | $ 16,500,000 | |||||||||
Debt payments due in year three | $ 5,000,000 |
DEBT - Schedule of Future Contr
DEBT - Schedule of Future Contractual Debt Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
Total debt | $ 229,352 | $ 206,358 |
Total debt subject to scheduled repayments | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
Remainder of the year | 8,424 | |
2024 | 66,495 | |
2025 | 2,628 | |
2026 | 76,970 | |
2027 | 31,841 | |
Thereafter | 18,240 | |
Total debt | 204,598 | 181,668 |
Unsecured Debt | Second Lien Notes | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
Remainder of the year | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 74,330 | |
2027 | 0 | |
Thereafter | 0 | |
Total debt | 74,330 | 73,182 |
Unsecured Debt | Acquisition-related promissory notes payable | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
Remainder of the year | 3,448 | |
2024 | 5,885 | |
2025 | 1,970 | |
2026 | 1,971 | |
2027 | 22,442 | |
Thereafter | 0 | |
Total debt | 35,716 | 35,716 |
Line of Credit | Acquisition Facility | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
Remainder of the year | 4,875 | |
2024 | 60,125 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Total debt | 65,000 | |
Mortgages | Mortgage loans | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
Remainder of the year | 101 | |
2024 | 485 | |
2025 | 658 | |
2026 | 669 | |
2027 | 9,399 | |
Thereafter | 18,240 | |
Total debt | $ 29,552 | $ 7,770 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | |||||
Interest and accretion - Finance lease liabilities | $ 2,598 | $ 3,013 | $ 4,947 | $ 5,914 | |
Capitalized interest | (222) | (1,303) | (410) | (2,047) | |
Total interest expense | 9,798 | 10,970 | 18,320 | 21,101 | |
Interest income | (8) | (23) | (10) | (38) | |
Total interest expense, net | 9,790 | 10,947 | 18,310 | 21,063 | |
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Interest and accretion, debt | $ 0 | 5,838 | $ 0 | 11,236 | |
Debt instrument interest rate | 10% | 10% | |||
Unsecured Debt | Second Lien Notes | |||||
Debt Instrument [Line Items] | |||||
Interest and accretion, debt | $ 2,584 | 0 | $ 4,928 | 0 | |
Debt instrument interest rate | 12% | ||||
Unsecured Debt | Acquisition-related promissory notes payable | |||||
Debt Instrument [Line Items] | |||||
Interest and accretion, debt | 1,542 | 1,347 | 3,078 | 2,084 | |
Line of Credit | Acquisition Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Interest and accretion, debt | 2,671 | 1,854 | 4,967 | 3,294 | |
Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest and accretion, debt | $ 625 | $ 221 | $ 810 | $ 620 |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Finance lease cost: | ||||
Amortization of lease assets | $ 1,469 | $ 1,261 | $ 3,059 | $ 2,403 |
Interest on lease liabilities | 2,598 | 3,013 | 4,947 | 5,914 |
Total finance lease cost | 4,067 | 4,274 | 8,006 | 8,317 |
Operating lease cost | 915 | 914 | 1,648 | 1,800 |
Variable lease cost | 20 | 89 | 86 | 182 |
Total lease cost | $ 5,002 | $ 5,277 | $ 9,740 | $ 10,299 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
Finance lease, liability | $ (61,485) | |
Finance lease, right-of-use asset | (65,245) | $ (114,021) |
Operating lease, liability | 30,366 | |
Operating lease, right-of-use asset | 24,427 | $ 16,244 |
Scenario, Adjustment | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease, liability | 45,768 | |
Finance lease, right-of-use asset | 42,349 | |
Operating lease, liability | 8,691 | |
Operating lease, right-of-use asset | $ 5,271 |
LEASES - Weighted-Average Disco
LEASES - Weighted-Average Discount Rate and Remaining Lease Term (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Finance Leases | ||
Weighted average discount rate | 16.07% | 11.23% |
Weighted average remaining lease term (in years) | 17 years | 22 years 8 months 12 days |
Operating Leases | ||
Weighted average discount rate | 13.09% | 11.51% |
Weighted average remaining lease term (in years) | 12 years 8 months 12 days | 14 years 1 month 6 days |
LEASES - Maturities of Finance
LEASES - Maturities of Finance and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finance Leases | ||
Remainder of year | $ 4,491 | |
2024 | 10,653 | |
2025 | 10,517 | |
2026 | 10,409 | |
2027 | 9,950 | |
Thereafter | 158,127 | |
Total lease payments | 204,147 | |
Less: Imputed interest | (142,662) | |
Total present value of minimum lease payments | 61,485 | |
Lease liabilities - current portion | 8,786 | $ 11,361 |
Lease liabilities - non-current | 52,699 | 102,375 |
Operating Leases | ||
Remainder of year | 2,427 | |
2024 | 5,667 | |
2025 | 5,581 | |
2026 | 5,319 | |
2027 | 5,161 | |
Thereafter | 43,157 | |
Total lease payments | 67,312 | |
Less: Imputed interest | (36,946) | |
Total present value of minimum lease payments | 30,366 | |
Lease liabilities - current portion | 4,910 | $ 2,652 |
Lease liabilities - non-current | $ 25,456 |
DERIVATIVE LIABILITIES - Schedu
DERIVATIVE LIABILITIES - Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Balance at beginning of period | $ 14,134 | |||
Fair value changes | $ (1,090) | $ (42,572) | (9,120) | $ (56,881) |
Reclassification to equity | (2,050) | |||
Down-round changes | 143 | |||
Balance at end of period | $ 3,107 | $ 3,107 |
DERIVATIVE LIABILITIES - Narrat
DERIVATIVE LIABILITIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Reclassification to equity | $ 2,050 | |||
Down-round changes | $ 143 | |||
Derivative Warrants, Super Voting Shares | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative warrants exercise price (in dollars per share) | $ 1 | $ 1 | $ 2.086 | |
Derivative warrants outstanding (in shares) | 37,862,922 | 37,862,922 | 55,375,202 | |
Down-round changes | $ 143 | |||
Derivative Warrants, Super Voting Shares | Second Lien Notes | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Repriced in period (in shares) | 17,512,280 | |||
Reclassification to equity | $ 2,050 | |||
Derivative Warrants To Purchase Super Voting Shares, $1.00 Exercise Price, Expiring December 2024 | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative warrants exercise price (in dollars per share) | $ 1 | $ 1 | $ 1.25 | |
Derivative warrants outstanding (in shares) | 5,890,922 | 5,890,922 | ||
Derivative Warrants To Purchase Super Voting Shares, $1.25 Exercise Price, Expiring December 2024 | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative warrants exercise price (in dollars per share) | $ 1.25 | $ 1.25 | $ 1.25 | |
Derivative warrants outstanding (in shares) | 29,972,000 | 29,972,000 | 35,862,922 | |
Derivative Warrants To Purchase Super Voting Shares, $2.086 Exercise Price, Expiring December 2026 | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative warrants exercise price (in dollars per share) | $ 2.086 | $ 2.086 | $ 2.086 | |
Derivative warrants outstanding (in shares) | 2,000,000 | 2,000,000 | 19,512,280 | |
Senior Notes | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Debt instrument interest rate | 10% | 10% | ||
Senior Notes Due December 23, 2024 | Senior Notes | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Debt instrument interest rate | 10% | 10% |
DERIVATIVE LIABILITIES - Fair V
DERIVATIVE LIABILITIES - Fair Value Measurements (Details) - Warrants | Jun. 30, 2023 | Dec. 31, 2022 |
Stock price | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.48 | 0.76 |
Risk-free annual interest rate | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.0515 | |
Risk-free annual interest rate | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.0424 | 0.0399 |
Risk-free annual interest rate | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.0411 | |
Range of estimated possible exercise price | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 1 | 1.25 |
Range of estimated possible exercise price | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 2.086 | 2.086 |
Weighted average volatility | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.84 | 0.79 |
Remaining life | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 1.48 | 1.98 |
Remaining life | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 3.44 | 3.96 |
Forfeiture rate | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0 | 0 |
Expected annual dividend yield | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0 | 0 |
DERIVATIVE LIABILITIES - Increa
DERIVATIVE LIABILITIES - Increase/Decrease in Significant Assumptions (Details) - Warrants $ in Thousands | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Stock price | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.48 | 0.76 |
Effect of 10% Increase | $ 724 | $ 2,529 |
Effect of 10% Decrease | $ (658) | $ (2,396) |
Weighted average volatility | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.84 | 0.79 |
Effect of 10% Increase | $ 736 | $ 2,070 |
Effect of 10% Decrease | $ (706) | $ (2,121) |
EQUITY - Narrative (Details)
EQUITY - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Preferred stock, issued (in shares) | 0 | |
Preferred stock, outstanding (in shares) | 0 | |
Number of shares authorized, percent | 15% | |
Number of additional shares authorized, percent | 2% | |
Maximum number of awards available (in shares) | 3,575,590 | |
Unrecognized compensation expense | $ 9,480 | |
Unrecognized compensation expense, period for recognition | 1 year 8 months 12 days | |
Stock options | ||
Class of Stock [Line Items] | ||
Expiration term | 10 years | |
Vesting period | 3 years | |
Subordinate Voting Shares | ||
Class of Stock [Line Items] | ||
Common stock, issued (in shares) | 196,633,371 | 196,686,372 |
Common stock, outstanding (in shares) | 196,633,371 | 196,686,372 |
Multiple Voting Shares | ||
Class of Stock [Line Items] | ||
Common stock, issued (in shares) | 0 | |
Common stock, outstanding (in shares) | 0 | |
Super Voting Shares | ||
Class of Stock [Line Items] | ||
Common stock, issued (in shares) | 0 | |
Common stock, outstanding (in shares) | 0 |
EQUITY - Summary of Equity Inst
EQUITY - Summary of Equity Instruments Other than Options (Details) - $ / shares | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | May 31, 2023 | |
Nonvested, Number of Shares | |||
Granted (in shares) | 300,000 | ||
Warrants | |||
Nonvested, Number of Shares | |||
Issued and outstanding at beginning of period (in shares) | 86,048,837 | ||
Cancelled/forfeited/expired (in shares) | (100,000) | ||
Issued and outstanding at end of period (in shares) | 86,248,837 | 86,248,837 | |
Weighted - Average Exercise Price | |||
Issued and outstanding at beginning of period (in dollars per share) | $ 1.40 | ||
Granted, weighted-average per share grant date fair value (in dollars per share) | 0.48 | ||
Cancelled/forfeited/expired (in dollars per share) | 1.47 | ||
Issued and outstanding at end of period (in dollars per share) | $ 1.16 | $ 1.16 | |
Exercisable | |||
Nonvested, Number of Shares, Exercisable (in shares) | 83,848,837 | 83,848,837 | |
Weighted - Average Exercise Price, Exercisable (in dollars per share) | $ 1.14 | $ 1.14 | |
Warrants | Non-Derivative (Equity) Warrants | |||
Nonvested, Number of Shares | |||
Issued and outstanding at beginning of period (in shares) | 30,673,635 | ||
Granted (in shares) | 300,000 | ||
Cancelled/forfeited/expired (in shares) | (100,000) | ||
Reclassification (in shares) | 17,512,280 | 17,512,280 | |
Issued and outstanding at end of period (in shares) | 48,385,915 | 48,385,915 | |
Exercisable | |||
Nonvested, Number of Shares, Exercisable (in shares) | 45,985,915 | 45,985,915 | |
Repriced in period (in dollars per share) | $ 1 | $ 1 | $ 2.086 |
Warrants | Derivative Liability Warrants | |||
Nonvested, Number of Shares | |||
Issued and outstanding at beginning of period (in shares) | 55,375,202 | ||
Granted (in shares) | 0 | ||
Cancelled/forfeited/expired (in shares) | 0 | ||
Reclassification (in shares) | (17,512,280) | ||
Issued and outstanding at end of period (in shares) | 37,862,922 | 37,862,922 | |
Exercisable | |||
Nonvested, Number of Shares, Exercisable (in shares) | 37,862,922 | 37,862,922 | |
Repriced in period (in shares) | 5,890,000 | ||
Repriced in period (in dollars per share) | $ 1 | $ 1 | $ 1.25 |
Restricted stock | |||
Nonvested, Number of Shares | |||
Issued and outstanding at beginning of period (in shares) | 1,156,319 | ||
Cancelled/forfeited/expired (in shares) | (53,001) | ||
Vested and Released (in shares) | (1,097,823) | ||
Issued and outstanding at end of period (in shares) | 5,495 | 5,495 |
EQUITY - Summary of Stock Optio
EQUITY - Summary of Stock Options Outstanding (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Stock Options | |
Beginning balance, Issued and Outstanding (in shares) | shares | 30,752,259 |
Granted (in shares) | shares | 3,827,500 |
Cancelled/forfeited/expired (in shares) | shares | (4,384,005) |
Ending balance, Issued and Outstanding (in shares) | shares | 30,195,754 |
Weighted-Average Per Share Exercise Price | |
Beginning balance, Issued and Outstanding (in dollars per share) | $ / shares | $ 2.58 |
Granted (in dollars per share) | $ / shares | 0.51 |
Cancelled/forfeited/expired (in dollars per share) | $ / shares | 2.76 |
Ending balance, Issued and Outstanding (in dollars per share) | $ / shares | $ 2.29 |
Options Exercisable | |
Number of Stock Options, Exercisable (in shares) | shares | 17,131,076 |
Weighted-Average Per Share Exercise Price, Exercisable (in dollars per share) | $ / shares | $ 2.51 |
EQUITY - Schedule of Share-Base
EQUITY - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) - Stock options - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average stock price (in dollars per share) | $ 0.51 | $ 2.78 |
Weighted average expected stock price volatility | 76.90% | 74.50% |
Expected annual dividend yield | 0% | 0% |
Weighted average expected life | 6 years | 6 years 2 months 12 days |
Weighted average risk-free annual interest rate | 3.60% | 2.80% |
Weighted average grant date fair value | $ 0.34 | $ 1.40 |
EQUITY - Components of Share-ba
EQUITY - Components of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 2,363 | $ 4,684 | $ 4,674 | $ 11,648 |
Stock options | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | 1,862 | 3,955 | 3,458 | 9,799 |
Restricted stock | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | 93 | 446 | 293 | 1,279 |
Warrants | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 408 | $ 283 | $ 923 | $ 570 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net income (loss) and comprehensive income (loss) attributable to Jushi shareholders | $ (14,036) | $ 12,066 | $ (26,476) | $ (7,691) |
Dilutive effect of net income from derivative warrants liability | 0 | (42,572) | 0 | (56,881) |
Less undistributed net income (loss) for participating securities | 0 | (197) | 0 | 140 |
Net income (loss) and comprehensive income (loss) attributable to Jushi shareholders - diluted | $ (14,036) | $ (30,703) | $ (26,476) | $ (64,432) |
Denominator: | ||||
Weighted-average shares of common stock - basic (in shares) | 194,756,391 | 190,870,572 | 194,405,562 | 187,147,856 |
Dilutive effect of derivative warrants (in shares) | 0 | 14,826,581 | 0 | 20,890,427 |
Weighted-average shares of common stock - diluted (in shares) | 194,756,391 | 205,697,153 | 194,405,562 | 208,038,283 |
Earnings (loss) per common share attributable to Jushi shareholders: | ||||
Basic (in dollars per share) | $ (0.07) | $ 0.06 | $ (0.14) | $ (0.04) |
Diluted (in dollars per share) | $ (0.07) | $ (0.15) | $ (0.14) | $ (0.31) |
EARNINGS (LOSS) PER SHARE - S_2
EARNINGS (LOSS) PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 115,722,722 | 52,620,722 | 115,732,457 | 53,617,084 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 29,248,553 | 20,604,848 | 28,941,749 | 20,654,797 |
Warrants (derivative liabilities and equity) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 86,097,189 | 29,448,567 | 86,043,865 | 29,420,800 |
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) | 376,980 | 1,657,307 | 746,843 | 2,631,487 |
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 | 0 | 910,000 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 revenueStream | |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 66,425 | $ 72,757 | $ 136,298 | $ 134,645 |
Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 59,615 | 67,276 | 121,926 | 125,230 |
Wholesale | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,810 | 5,467 | 14,372 | 9,316 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 0 | $ 14 | $ 0 | $ 99 |
OPERATING EXPENSES (Details)
OPERATING EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | ||||
Salaries, wages and employee related expenses | $ 13,784 | $ 18,593 | $ 30,588 | $ 35,930 |
Share-based compensation expense | 2,363 | 4,684 | 4,674 | 11,648 |
Rent and related expenses | 2,504 | 3,404 | 5,397 | 6,493 |
Depreciation and amortization expense | 1,577 | 2,865 | 4,240 | 5,121 |
Professional fees and legal expenses | 2,321 | 2,803 | 4,646 | 5,509 |
Other expenses | 4,605 | 6,396 | 10,061 | 11,757 |
Total operating expenses | $ 27,154 | $ 38,745 | $ 59,606 | $ 76,458 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income (Loss), Income Tax (Expense), and Effective Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before income tax | $ (5,490) | $ 19,776 | $ (7,782) | $ 5,070 |
Income tax expense | $ 8,546 | $ 7,710 | $ 18,694 | $ 12,761 |
Effective income tax rate | (155.70%) | 39% | (240.20%) | 251.70% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Uncertain tax liability | $ 60,491 | $ 60,491 | $ 57,200 |
Unrecognized tax benefits | 3,414 | 3,414 | 3,412 |
Income tax penalties and interest expense | 644 | 1,533 | |
Income tax payable | $ 32,575 | $ 32,575 | $ 19,921 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Related Party Payable | $ (21,608) | $ (21,608) | $ (21,313) | ||
Senior Notes - Interest Expense and Principal Amount | |||||
Related Party Transaction [Line Items] | |||||
Related Party Expense | 0 | $ (8) | 0 | $ (17) | |
Senior Notes - Interest Expense and Principal Amount | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related Party Payable | $ 0 | $ 0 | 0 | ||
Debt instrument interest rate | 10% | 10% | |||
Second Lien Notes - Interest Expense And Principal Amount | |||||
Related Party Transaction [Line Items] | |||||
Related Party Expense | $ (563) | 0 | $ (1,084) | 0 | |
Second Lien Notes - Interest Expense And Principal Amount | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related Party Payable | $ (18,526) | $ (18,526) | (17,491) | ||
Debt instrument interest rate | 12% | 12% | |||
Other Debt | |||||
Related Party Transaction [Line Items] | |||||
Related Party Expense | $ 0 | $ 0 | $ 0 | $ 0 | |
Other Debt | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related Party Payable | $ (3,254) | $ (3,254) | $ (3,189) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Jun. 30, 2023 ft | Oct. 24, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||
Real estate property, competing property, radius | ft | 2,500 | |
Loss contingency, estimate of possible loss | $ | $ 20,000 |
FINANCIAL INSTRUMENTS (Details)
FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Financial liabilities: | ||
Derivative liabilities | $ 3,107 | $ 14,134 |
Fair Value, Recurring | Level 3 | ||
Financial assets: | ||
Equity investment | 977 | 977 |
Total financial assets | 977 | 977 |
Financial liabilities: | ||
Derivative liabilities | 3,107 | 14,134 |
Contingent consideration liabilities | 2,394 | 4,793 |
Total financial liabilities | $ 5,501 | $ 18,927 |