Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-56468 | ||
Entity Registrant Name | JUSHI HOLDINGS INC. | ||
Entity Incorporation, State or Country Code | A1 | ||
Entity Tax Identification Number | 98-1547061 | ||
Entity Address, Address Line One | 301 Yamato Road | ||
Entity Address, Address Line Two | Suite 3250 | ||
Entity Address, City or Town | Boca Raton | ||
Entity Address, State or Province | FL | ||
City Area Code | 561 | ||
Local Phone Number | 617-9100 | ||
Entity Address, Postal Zip Code | 33431 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 86.1 | ||
Entity Common Stock, Shares Outstanding | 196,634,931 | ||
Documents Incorporated by Reference | Part III incorporates certain information by reference from the definitive proxy statement to be filed by the registrant in connection with the 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”). The 2024 Proxy Statement will be filed by the registrant with the Securities and Exchange Commission not later than 120 days after December 31, 2023, the end of the registrant’s fiscal year. | ||
Entity Central Index Key | 0001909747 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
ICFR Auditor Attestation Flag | false |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Auditor Information [Abstract] | ||
Auditor Name | Macias Gini & O’Connell LLP | Marcum LLP |
Auditor Firm ID | 324 | 688 |
Auditor Location | San Jose, California | Chicago, Illinois |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 26,027 | $ 26,196 |
Restricted cash - current | 3,128 | 0 |
Accounts receivable, net | 3,380 | 4,809 |
Inventories, net | 33,586 | 35,089 |
Prepaid expenses and other current assets | 15,514 | 3,957 |
Total current assets | 81,635 | 70,051 |
NON-CURRENT ASSETS: | ||
Property, plant and equipment, net | 159,268 | 177,755 |
Right-of-use assets - finance leases | 63,107 | 114,021 |
Other intangible assets, net | 95,967 | 100,082 |
Goodwill | 30,910 | 38,239 |
Other non-current assets | 30,358 | 28,243 |
Restricted cash - non-current | 2,150 | 950 |
Total non-current assets | 381,760 | 459,290 |
Total assets | 463,395 | 529,341 |
CURRENT LIABILITIES: | ||
Accounts payable | 15,383 | 21,313 |
Accrued expenses and other current liabilities | 44,070 | 46,329 |
Income tax payable | 5,190 | 19,921 |
Debt, net - current portion (including related party principal amounts of $3,298 and $3,189 as of December 31, 2023 and 2022, respectively) | 86,514 | 8,704 |
Finance lease obligations - current | 8,885 | 11,361 |
Derivative liabilities - current | 2,418 | 0 |
Total current liabilities | 162,460 | 107,628 |
NON-CURRENT LIABILITIES: | ||
Debt, net - non-current (including related party principal amounts of $19,788 and $17,491 as of December 31, 2023 and 2022, respectively) | 126,041 | 180,558 |
Finance lease obligations - non-current | 52,839 | 102,375 |
Derivative liabilities - non-current | 220 | 14,134 |
Unrecognized tax benefits | 100,343 | 57,200 |
Other liabilities - non-current | 29,111 | 21,555 |
Total non-current liabilities | 308,554 | 375,822 |
Total liabilities | 471,014 | 483,450 |
COMMITMENTS AND CONTINGENCIES (Note 22) | ||
EQUITY: | ||
Common stock, no par value; authorized shares - unlimited; issued and outstanding shares - 196,631,598 and 196,686,372 Subordinate Voting Shares as of December 31, 2023 and 2022, respectively | 0 | 0 |
Paid-in capital | 503,612 | 492,020 |
Accumulated deficit | (509,844) | (444,742) |
Total Jushi shareholders' (deficit) equity | (6,232) | 47,278 |
Non-controlling interests | (1,387) | (1,387) |
Total (deficit) equity | (7,619) | 45,891 |
Total liabilities and equity | $ 463,395 | $ 529,341 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt, net - current portion | $ 86,514 | $ 8,704 |
Debt, net - non-current portion | 126,041 | 180,558 |
Related Party | ||
Debt, net - current portion | 3,298 | 3,189 |
Debt, net - non-current portion | $ 19,788 | $ 17,491 |
Subordinate Voting Shares | ||
Common stock, issued (in shares) | 196,631,598 | 196,686,372 |
Common stock, outstanding (in shares) | 196,631,598 | 196,686,372 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
REVENUE, NET | $ 269,445 | $ 284,284 | $ 209,292 |
COST OF GOODS SOLD | (153,217) | (188,806) | (125,898) |
GROSS PROFIT | 116,228 | 95,478 | 83,394 |
OPERATING EXPENSES | |||
Selling, general and administrative | 110,472 | 156,166 | 112,815 |
Asset impairments | 8,574 | 159,645 | 6,344 |
Total operating expenses | 119,046 | 315,811 | 119,159 |
LOSS FROM OPERATIONS | (2,818) | (220,333) | (35,765) |
OTHER INCOME (EXPENSE): | |||
Interest expense, net | (36,966) | (45,591) | (30,610) |
Fair value gain on derivatives | 9,589 | 91,887 | 105,170 |
Other, net | (3,101) | (19,839) | 8,309 |
Total other income (expense), net | (30,478) | 26,457 | 82,869 |
INCOME (LOSS) BEFORE INCOME TAX | (33,296) | (193,876) | 47,104 |
Income tax expense | (31,806) | (8,448) | (29,625) |
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) | (65,102) | (202,324) | 17,479 |
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) | (65,102) | (202,324) | 17,479 |
Less: net loss attributable to non-controlling interests | 0 | 0 | (2,772) |
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JUSHI SHAREHOLDERS | (65,102) | (202,324) | 20,251 |
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JUSHI SHAREHOLDERS | $ (65,102) | $ (202,324) | $ 20,251 |
EARNINGS (LOSS) PER SHARE - BASIC (in dollars per share) | $ (0.33) | $ (1.06) | $ 0.12 |
Weighted average shares outstanding - basic (in shares) | 194,770,212 | 190,021,550 | 170,292,035 |
EARNINGS (LOSS) PER SHARE - DILUTED (in dollars per share) | $ (0.33) | $ (1.44) | $ (0.42) |
Weighted average shares outstanding - diluted (in shares) | 194,770,212 | 204,235,432 | 201,610,251 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Grover Beach | Nature’s Remedy | Apothecarium | NuLeaf | NuLeaf contingent consideration | Common Stock Super Voting Shares | Common Stock Multiple Voting Shares | Common Stock Subordinate Voting Shares | Common Stock Subordinate Voting Shares Grover Beach | Common Stock Subordinate Voting Shares Nature’s Remedy | Common Stock Subordinate Voting Shares Apothecarium | Common Stock Subordinate Voting Shares NuLeaf | Common Stock Subordinate Voting Shares NuLeaf contingent consideration | Total Jushi Shareholders' Equity | Total Jushi Shareholders' Equity Grover Beach | Total Jushi Shareholders' Equity Nature’s Remedy | Total Jushi Shareholders' Equity Apothecarium | Total Jushi Shareholders' Equity NuLeaf | Total Jushi Shareholders' Equity NuLeaf contingent consideration | Paid-In Capital | Paid-In Capital Grover Beach | Paid-In Capital Nature’s Remedy | Paid-In Capital Apothecarium | Paid-In Capital NuLeaf | Paid-In Capital NuLeaf contingent consideration | Accumulated Deficit | Non-Controlling Interests |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 149,000 | 4,000,000 | 132,396,064 | |||||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2020 | $ 2,423 | $ (524) | $ 262,145 | $ (262,669) | $ 2,947 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Offerings (in shares) | 13,685,000 | |||||||||||||||||||||||||||
Offerings | 85,660 | 85,660 | 85,660 | |||||||||||||||||||||||||
Purchase of non-controlling interests (in shares) | 500,000 | |||||||||||||||||||||||||||
Purchase of non-controlling interests - Agape | 0 | 1,562 | 1,562 | (1,562) | ||||||||||||||||||||||||
Shares issued for acquisition (in shares) | 49,348 | 8,700,000 | ||||||||||||||||||||||||||
Shares issued for acquisition | $ 368 | $ 35,670 | $ 368 | $ 35,670 | $ 368 | $ 35,670 | ||||||||||||||||||||||
Shares issued upon conversion of debt at maturity (in shares) | (149,000) | (4,000,000) | 18,900,000 | |||||||||||||||||||||||||
Shares issued for restricted stock grants (in shares) | 65,398 | |||||||||||||||||||||||||||
Shares issued upon exercise of warrants (in shares) | 8,667,173 | |||||||||||||||||||||||||||
Shares issued upon exercise of warrants | 24,676 | 24,676 | 24,676 | |||||||||||||||||||||||||
Shares issued upon exercise of stock options (in shares) | 216,133 | |||||||||||||||||||||||||||
Shares issued upon exercise of stock options | 171 | 171 | 171 | |||||||||||||||||||||||||
Share-based compensation (including related parties) | 14,506 | 14,506 | 14,506 | |||||||||||||||||||||||||
Settlement of promissory notes due from related parties (in shares) | (471,757) | |||||||||||||||||||||||||||
Settlement of promissory notes due from related parties | 30 | 30 | 30 | |||||||||||||||||||||||||
Net income (loss) | 17,479 | 20,251 | 20,251 | (2,772) | ||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 0 | 0 | 182,707,359 | |||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2021 | 180,983 | 182,370 | 424,788 | (242,418) | (1,387) | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Offerings (in shares) | 3,717,392 | |||||||||||||||||||||||||||
Offerings | 13,680 | 13,680 | 13,680 | |||||||||||||||||||||||||
Shares issued for acquisition (in shares) | 527,704 | 5,551,264 | 114,416 | |||||||||||||||||||||||||
Shares issued for acquisition | $ 1,594 | $ 15,102 | $ 317 | $ 1,594 | $ 15,102 | $ 317 | $ 1,594 | $ 15,102 | $ 317 | |||||||||||||||||||
Shares issued upon conversion of debt at maturity (in shares) | 910,000 | |||||||||||||||||||||||||||
Shares issued upon exercise of warrants (in shares) | 3,176,601 | |||||||||||||||||||||||||||
Shares issued upon exercise of warrants | $ 10,578 | 10,578 | 10,578 | |||||||||||||||||||||||||
Shares issued upon exercise of stock options (in shares) | 324,998 | 121,976 | ||||||||||||||||||||||||||
Shares issued upon exercise of stock options | $ 26 | 26 | 26 | |||||||||||||||||||||||||
Share-based compensation (including related parties) | 23,073 | 23,073 | 23,073 | |||||||||||||||||||||||||
Net income (loss) | (202,324) | (202,324) | (202,324) | |||||||||||||||||||||||||
Shares issued upon conversion of debt at maturity | 2,412 | 2,412 | 2,412 | |||||||||||||||||||||||||
Shares canceled upon forfeiture of non-vested restricted stock (in shares) | (140,340) | |||||||||||||||||||||||||||
Collection of note receivable from employee shareholder | 450 | 450 | 450 | |||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2022 | 0 | 0 | 196,686,372 | |||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2022 | 45,891 | 47,278 | 492,020 | (444,742) | (1,387) | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Share-based compensation (including related parties) | 8,092 | 8,092 | 8,092 | |||||||||||||||||||||||||
Net income (loss) | (65,102) | (65,102) | (65,102) | |||||||||||||||||||||||||
Shares canceled upon forfeiture of non-vested restricted stock (in shares) | (54,774) | |||||||||||||||||||||||||||
Modification and reclassification of warrants | 3,391 | 3,391 | 3,391 | |||||||||||||||||||||||||
Cashless exercise of options | (282) | (282) | (282) | |||||||||||||||||||||||||
Issuance of warrants | 391 | 391 | 391 | |||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2023 | 0 | 0 | 196,631,598 | |||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2023 | $ (7,619) | $ (6,232) | $ 503,612 | $ (509,844) | $ (1,387) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (65,102) | $ (202,324) | $ 17,479 |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization, including amounts in cost of goods sold | 26,588 | 26,492 | 8,411 |
Share-based compensation | 8,092 | 23,073 | 14,506 |
Fair value changes in derivatives | (9,589) | (91,887) | (105,170) |
Non-cash interest expense, including amortization of deferred financing costs | 6,498 | 19,437 | 17,055 |
Deferred income taxes and uncertain tax positions | 25,874 | (17,455) | 21,713 |
Loss on debt modification/extinguishment/redemption | 0 | 18,858 | 3,815 |
Asset impairments | 8,574 | 159,645 | 6,344 |
Inventory charge | 6,189 | 9,418 | 0 |
Other non-cash items, net | 1,018 | 2,061 | (1,297) |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (2,366) | (1,594) | (1,872) |
Accounts payable, accrued expenses and other current liabilities | (4,811) | 24,106 | 21,558 |
Inventory | (4,687) | 5,396 | (12,945) |
Prepaid expenses and other current assets | 404 | 1,627 | (7,502) |
Other assets | 0 | 1,731 | 3,601 |
Net cash flows used in operating activities | (3,318) | (21,416) | (14,304) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Payments for property, plant and equipment | (10,743) | (56,881) | (75,296) |
Payments for acquisitions, net of cash acquired | 0 | (20,978) | (47,308) |
Proceeds from sale of property, plant and equipment | 4,351 | 0 | 0 |
Payments for settlement of contingent consideration liability | 0 | (3,000) | 0 |
Proceeds from investments and financial asset | 0 | 0 | 9,149 |
Net cash flows used in investing activities | (6,392) | (80,859) | (113,455) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of shares, net | 0 | 13,680 | 85,660 |
Proceeds from exercise of warrants and options | 0 | 1,203 | 17,128 |
Proceeds from acquisition facility | 0 | 25,000 | 40,000 |
Proceeds from issuance of second lien notes and related warrants | 0 | 31,594 | 0 |
Redemptions of senior notes (including related party redemptions of $0, $8 and $3,072 for the year ended December 31, 2023, 2022 and 2021, respectively) | 0 | (33,726) | (8,134) |
Payments of acquisition promissory notes | 0 | 0 | (1,620) |
Proceeds from mortgage loans | 21,900 | 0 | 0 |
Payments on acquisition related credit facility | (4,875) | 0 | 0 |
Payments of finance leases, net of tenant allowance of $0, $10,633 and $19,046 for the year ended December 31, 2023, 2022 and 2021, respectively | (3,526) | (8,775) | (1,163) |
Proceeds from other debt | 0 | 2,800 | 7,910 |
Repayments of mortgage loans | (211) | (148) | 0 |
Payments of loan financing costs | (250) | (2,437) | (1,701) |
Proceeds from other financing activities | 3,862 | 6,030 | 0 |
Payments of other financing activities, net | (3,031) | (1,238) | (417) |
Net cash flows provided by financing activities | 13,869 | 33,983 | 137,663 |
Effect of currency translation on cash and cash equivalents | 0 | (49) | (274) |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 4,159 | (68,341) | 9,630 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR | 27,146 | 95,487 | 85,857 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR | 31,305 | 27,146 | 95,487 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid for interest (excluding capitalized interest) | 29,363 | 27,706 | 13,798 |
Cash paid for income taxes, net of refunds received | 2,780 | 11,668 | 7,066 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Capital expenditures | 1,475 | 7,921 | 17,599 |
Right of use assets from finance lease liabilities (excluding from acquisitions), net of tenant allowance receivable of $0, $0 and $7,357 for the years ended December 31, 2023, 2022 and 2021, respectively | 681 | 4,811 | 51,200 |
Issuance of second lien notes for settlement of accrued bonus | 1,900 | 0 | 0 |
Debt and equity issued for services received | $ 0 | $ 702 | $ 0 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | |||
Redemptions of senior notes, related party redemptions | $ 0 | $ 8 | $ 3,072 |
Finance leases, tenant allowance | 0 | 10,633 | 19,046 |
Right of use assets from finance lease liabilities, tenant allowance receivable | $ 0 | $ 0 | $ 7,357 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 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 December 31, 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. The Company is listed on the Canadian Securities Exchange (“CSE”) and trades its subordinate voting shares (“SVS”) under the ticker symbol “JUSH”, and trades on the United States Over the Counter Stock Market (“OTCQX”) under the symbol “JUSHF”. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 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 accompanying consolidated financial statements present the consolidated financial position and operations of Jushi Holdings Inc. and its subsidiaries and entities over which the Company has control, in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The accounts of the subsidiaries are prepared for the same reporting period using consistent accounting policies. Intercompany balances and transactions are eliminated in consolidation. Going Concern and Liquidity As reflected in the 2023 consolidated financial statements, the Company used net cash of $3,318 for operating activities for the year ended December 31, 2023, and as of that date, the Company’s current liabilities exceeded its current assets by $80,825. Such current liabilities as of December 31, 2023 include aggregate contractual maturities of (i) $60,125 of the Senior Secured Credit Facility debt that is to be paid in cash within the next twelve months, absent a refinancing, (ii) $22,484 of debt (including $1,817 of interest and $4,167 of milestone accruals) that are subject to indemnity claims in favor of the Company and not currently expected to be paid in cash within the next twelve months and (iii) $3,298 debt related to Jushi Europe SA, where the payments are subject to completion of the liquidation of Jushi Europe. Refer to Note 10 - Debt and Note 22 - Commitments and Contingencies for more information. Absent a refinancing, the Company will not meet its obligations within the next year. Management believes that with refinancing, the Company would meet its obligations. As a result of the above, substantial doubt exists about the Company’s ability to continue as a going concern within the next twelve months from the date these financial statements are issued. The Company has a history of refinancing its debt and management intends to refinance the Senior Secured Credit Facility debt before the maturity date. The ability to continue as a going concern is dependent upon future financing. There is no assurance that the Company will be successful in this or any of its endeavors and continue as a going concern. Additionally, the Acquisition Facility, as further described in Note 10 - Debt , contains certain financial and other covenants with which the Company is required to comply. The required financial covenants relate to (i) a minimum unrestricted cash and cash equivalents balance requirement and (ii) a minimum quarterly revenue requirement. On February 24, 2023, February 27, 2023, and 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 waivers for the first two instances of non-compliance on April 17, 2023, and received a waiver for the third instance of non-compliance on May 11, 2023. Because the Company anticipated that the audit reports associated with the Company’s financial statements for the years ended December 31, 2022 and December 31, 2023 would contain a going concern qualification, and such going concern qualifications would constitute non-compliance with an affirmative covenant requiring the Company to obtain auditor reports associated with its annual financial statements that do not contain a going concern qualification, the Company obtained waivers of non-compliance with the aforementioned affirmative covenant on April 17, 2023, and March 12, 2024, respectively. As previously reported in the 2022 consolidated financial statements, the Company incurred a loss from operations of $220,333, including non-cash asset impairment charges of $159,645, and used net cash of $21,416 for operating activities for the year ended December 31, 2022, and as of that date, the Company’s current liabilities exceeded its current assets by $37,577. Since inception, management has focused on building a diverse portfolio of assets in attractive markets to vertically integrate its business. As such, the Company incurred losses as it continued to expand. Management has put in place plans to increase the profitability of the business in fiscal year 2023 and beyond. In order to achieve profitable future operations, management began to commercialize production from its recently expanded grower-processing facilities in Pennsylvania and Virginia, as well as implemented a cost savings and efficiency optimization plan which included, among others, reduction in labor and packaging costs as well as operating efficiencies at the Company’s retail and grower-processing facilities. As a result of the above, substantial doubt existed about the Company’s ability to continue as a going concern within the next twelve months from the date the 2022 Consolidated Financial Statements were issued (April 17, 2023). Management funded the Company’s operations, capital expenditures and debt service with existing cash and cash equivalents on hand, cash generated from operations and sales of non-core assets. The ability to continue as a going concern was dependent upon profitable future operations and positive cash flows from operations as well as future sales of assets. There was no assurance at that time that the Company would be successful in these efforts and continue as a going concern. The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. Summary of Significant Accounting Policies Functional and Reporting Currency The functional currency of the Company and its subsidiaries, as determined by management, is the U.S. dollar. The Company’s reporting currency is the U.S. dollar. These consolidated financial statements are presented in thousands of U.S. dollars unless otherwise noted. Transactions in foreign currencies are recorded at a rate of exchange approximating the prevailing rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the statement of financial position date are translated into the functional currency at the foreign exchange rate in effect at that date. Realized and unrealized exchange gains and losses are recognized through profit and loss. Use of Estimates The preparation of these consolidated financial statements and accompanying notes requires us to make estimates and assumptions that affect amounts reported. Estimates are used to account for certain items such as the valuation of inventories, including stage of growth of cannabis plants, the likelihood the plants will grow to full maturity, and the estimated yields from harvest and conversion to finished goods; the assessment of business combinations and asset acquisitions and the fair values of the assets and liabilities acquired; the fair value of purchase consideration and contingent consideration; the useful lives of definite lived intangible assets and property and equipment; impairment; share-based compensation; leases; income tax provision and uncertain tax positions; the collectability of receivables; and other items requiring judgment. Estimates are based on historical information and other assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ materially. Cash, Cash Equivalents and Restricted Cash The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions and cash held at retail locations. Cash and cash held in money market investments are carried at fair value. When the use of a cash balance is subject to regulatory or contractual restrictions and therefore not available for general use by the Company, the Company classifies the cash as restricted cash. The Company maintains cash balances in certain bank accounts in excess of the Federal Deposit Insurance Corporation limits. The failure of a financial institution where the Company has significant deposits in excess of the Federal Deposit Insurance Corporation limits could result in a loss of a portion of such cash balances in excess of the insured limit, which could materially and adversely affect the Company’s business, financial condition and results of operations. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: As of December 31, 2023 2022 2021 Cash and cash equivalents $ 26,027 $ 26,196 $ 94,962 Restricted cash - current (1) 3,128 — — Restricted cash - non-current (1) 2,150 950 525 Cash, cash equivalents and restricted cash $ 31,305 $ 27,146 $ 95,487 (1) Restricted cash primarily relates to the Manassas Mortgage. Refer to Note 10 - Debt for more information. Accounts Receivable and Expected Credit Losses Accounts receivable are recorded at the invoiced amount and do not bear interest. Expected credit losses (or “allowance”) reflects the Company’s estimate of amounts in its existing accounts receivable that may not be collected due to customer claims or customer inability or unwillingness to pay. Collectability of accounts receivable is reviewed on an ongoing basis. Expected credit losses are determined based on a combination of factors, including the Company’s risk assessment regarding the specific exposures, credit worthiness of its customers, historical collection experience and length of time the receivables are past due. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. The Company’s charges to provision for credit losses and write-off of uncollectible receivables during each financial periods presented in the consolidated statements of operations and comprehensive income (loss) and its related allowance at each respective balance sheet date were not material given that a significant majority of the Company’s sales were collected in cash at the point of sale. For certain customers, whom are also vendors of the Company that meet the right of setoff criteria within ASC 210-20, Balance Sheet Offsetting , the Company nets the accounts receivable and accounts payable for those customers for balance sheet presentation purposes. Inventories Inventories are comprised of raw materials, work in process, finished goods and packaging materials. Inventories primarily consist of cannabis plants, dried cannabis, cannabis trim, and cannabis derivatives such as oils and edible products, and accessories. Inventories are initially recorded at cost and subsequently at the lower of cost or net realizable value. Costs incurred during the growing and production processes are capitalized as incurred. These costs include direct materials, labor and manufacturing overhead used in the growing and production processes. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs to complete and sell. Cost is primarily determined on an average cost basis. The Company also reviews inventory for obsolete and slow-moving goods and writes down inventory to net realizable value. Property, Plant and Equipment Property, plant, and equipment (“PP&E”) are measured at cost less accumulated depreciation, and impairment losses, if applicable. Purchased property and equipment are initially recorded at cost, or, if acquired in a business combination, at the acquisition date fair value. Finance lease right-of-use assets are recognized at inception based on the present value of minimum future lease payments. Depreciation is recognized on a straight-line basis over the following periods: Buildings and building components 7 - 30 years Leasehold improvements The lesser of the term of the lease or the estimated useful life of the asset: 1 - 28 years Machinery and equipment 1 - 10 years Furniture, fixtures and office equipment (including computer) 2 - 7 years Finance lease ROU assets - buildings 14 - 28 years Finance lease ROU assets - machinery and equipment 3 - 5 years Land has an unlimited useful life and is, therefore, not depreciated. An asset’s residual value, useful life and depreciation method are reviewed annually and adjusted prospectively if necessary. Construction-in-process (“CIP”) represents assets under construction and is measured at cost, including borrowing costs incurred during the construction of qualifying assets. When construction on a property is complete and available for use, the cost of construction which has been included in CIP will be reclassified to buildings and improvements, leasehold improvements or furniture and fixtures, as appropriate, and depreciated. Impairment of Long-Lived Assets Property and equipment, as well as right-of-use assets and definite lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require these long-lived assets to be tested for possible impairment and the Company’s analysis indicates that a possible impairment exists based on an estimate of undiscounted future cash flows, the Company is required to estimate the fair value of the asset. An impairment charge is recorded for the excess of the asset’s or asset group’s carrying value over its fair value, if any. Asset groups have identifiable cash flows and are largely independent of other asset groups. The Company assesses the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including recent third-party comparable sales and discounted cash flow models. The Company’s impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, and other assumptions. Business Combinations Acquisitions are assessed under ASC 805 Business Combinations, and judgement is required to determine whether a transaction qualifies as an asset acquisition or business combination. The Company includes in these financial statements the results of operations of the businesses acquired from the acquisition date. Acquisition-related expenses are recognized separately from a business combination and are expensed as incurred. The Company allocates the purchase price of the business combination to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. To the extent the fair value of the net assets acquired, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized in the statement of operations and comprehensive income (loss). Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. No goodwill is recognized in an asset acquisition. Variable Interest Entities The Company determines at the inception of each arrangement whether an entity in which the Company has made an investment or in which it has other variable interests is considered a variable interest entity (“VIE”). The Company consolidates VIEs when it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has the power to direct activities that most significantly affect the economic performance of the VIE and has the obligation to absorb the majority of their losses or benefits. If the Company is not the primary beneficiary in a VIE, the VIE will be accounted for in accordance with other applicable accounting guidance. Periodically, the Company assesses whether any changes in the Company’s interest or relationship with the entity affect the determination of whether the entity is a VIE and, if so, whether the Company is the primary beneficiary. Intangible Assets Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. The estimated useful lives, residual values and amortization methods are reviewed annually, and any changes in estimates are accounted for prospectively. Finite lived intangible assets are amortized using the straight-line method over their estimated useful lives. Goodwill and Indefinite Lived Intangibles In accordance with ASC 350 Intangibles - Goodwill and Other, the Company reviews goodwill and indefinite lived intangibles for impairment at the reporting unit level at least annually as of November 30, or when events or circumstances dictate, more frequently. At the time of a business combination, goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. The Company first performs a qualitative assessment to determine if it is more-likely-than-not that the reporting unit’s carrying value, which includes goodwill and intangibles, is less than its fair value, indicating a potential for impairment, and therefore requiring a quantitative assessment. If the Company determines that a quantitative impairment test is required, the Company typically uses a combination of an income approach, i.e., a discounted cash flow calculation, and a market approach, i.e., using a market multiple method, to determine the fair value of each reporting unit, and then compare the fair value to its carrying amount to determine the amount of impairment, if any. If a reporting unit’s fair value is less than its carrying amount, the Company would record an impairment charge based on that difference, up to the amount of goodwill and intangibles allocated to that reporting unit. The quantitative impairment test requires the application of a number of significant assumptions, including estimated revenue growth rates, profit margins, terminal value growth rates, market multiples, and discount rates. The projections of future cash flows used to assess the fair value of the reporting units are based on the internal operation plans reviewed by management. The market multiples are based on comparable public company multiples. The discount rates are based on the risk-free rate of interest and estimated risk premiums for the reporting units at the time the impairment analysis is prepared or such evaluation date. The Company performs its goodwill and indefinite-lived intangible assets impairment tests on an annual basis. Leases In accordance with ASC 842 Leases, the Company determines if an arrangement is a lease at inception. When a leasing arrangement is identified, a determination is made at inception as to whether the lease is an operating or a finance lease. Operating lease right-of-use (“ROU”) assets and operating lease (current and non-current) liabilities and finance lease ROU assets and finance lease (current and non-current) liabilities are recognized in the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and are expensed in the consolidated statements of operations on a straight-line basis over the lease term. ROU assets represent the Company’s right to use an underlying asset in which the Company obtains substantially all of the economic benefits and the right to direct the use of the asset during the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, using a discount rate equivalent to the Company’s incremental borrowing rate for a term similar to the estimated duration of the lease, as the rates implicit in the Company’s leases are not readily available. Payments that are not fixed at the commencement of the lease are considered variable and are excluded from the ROU asset and lease liability calculations. For finance leases, interest expense on lease liabilities is recognized using the effective interest method, and amortization of the related ROU asset is on a straight-line basis. Refer to Property, Plant and Equipment above for the useful lives of finance lease ROU assets. Operating lease cost, which includes the interest on the lease liability and amortization of the related ROU asset, is recognized on a straight-line basis over the lease term. Topic 842 requires lessees to discount lease payments using the rate implicit in the lease if that rate is readily available in accordance with Topic 842. If that rate cannot be readily determined, the lessee is required to use its incremental borrowing rate. The Company generally uses the incremental borrowing rate when initially recording leases. Information from the lessor regarding the fair value of underlying assets and initial direct costs incurred by the lessor related to the leased assets is not available. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Topic 842 requires lessees to estimate the lease term. In determining the period which the Company has the right to use an underlying asset, management considers the non-cancellable period along with all facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. Segment The Company operates a vertically integrated cannabis business in one reportable segment for the cultivation, manufacturing, distribution and sale of cannabis in the U.S. All of the Company’s revenues were generated within the U.S., and substantially all long-lived assets are located within the U.S. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 Revenue from Contracts with Customers (“ASC 606”). ASC 606 requires revenue to be recognized when control of the promised goods or services are transferred to customers at an amount that reflects the consideration that the Company expects to receive. Application of ASC 606 requires a five-step model applicable to all product offering revenue streams as follows: (1) identify a customer along with a corresponding contract; (2) identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; (3) determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; (4) allocate the transaction price to the performance obligation(s) in the contract; and (5) recognize revenue when or as the Company satisfies the performance obligation(s). Contract assets, as defined in ASC 606, include amounts that represent the right to receive payment for goods and services that have been transferred to the customer with rights conditional upon something other than the passage of time. Contract liabilities are defined in the standard to include amounts that reflect obligations to provide goods and services for which payment has been received. The Company has no contract assets or unsatisfied performance obligations as of each balance sheet date presented in its consolidated balance sheets. Under ASC 606, revenue from the sale of medicinal and adult-use cannabis and derivative products has a single performance obligation and revenue is recognized at the point in time when control of the product transfers and the Company’s obligations have been fulfilled. This generally occurs upon delivery and acceptance by the customer. Amounts disclosed as revenue are net of allowances and discounts. Discounts issued with respect to retail sales are not variable consideration and represent a margin-driven decision. Taxes collected from customers for remittance to governmental authorities are excluded from revenue. For some of its retail locations, the Company offers a loyalty reward program to its dispensary customers. A portion of the revenue generated in a sale is allocated to the loyalty points earned. The Company records a reduction in revenue and a liability based on the estimated probability of the point obligation incurred, calculated based on a standalone selling price of each loyalty point. Loyalty reward credits issued as part of a sales transaction results in revenue being deferred until the loyalty reward is redeemed by the customer. Loyalty points expire six months from award date and the Company estimates forfeitures based on historical forfeitures. Costs of Goods Sold Cost of goods sold includes the costs directly attributable to revenue recognition and includes compensation and fees for services, travel and other expenses for services and costs of products and equipment. Operating Expenses Operating expenses represent costs incurred at the Company’s corporate and administrative offices, primarily related to: compensation expenses, including share-based compensation; depreciation and amortization; professional fees and legal expenses; marketing, advertising and selling costs; facility-related expenses, including rent and security; insurance; software and technology expenses; impairments; and acquisition and deal costs. Advertising and promotion costs are included as a component of operating expenses and are expensed as incurred. Share-Based Payment Arrangements The Company accounts for equity-settled share-based payments in accordance with ASC 718 Compensation – Stock Compensation, which requires the Company to recognize share-based compensation expenses related to grants of stock options, restricted stock awards (“RSAs”) and compensatory warrants to employees and non-employees based on the fair value of the share-based payments over the vesting period with a corresponding offsetting amount to paid-in capital within equity in the accompanying consolidated balance sheets. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period. No adjustment is made to any expense recognized in prior periods if vested stock options or warrant awards expire without being exercised. For share-based payments, the Company recorded the share-based compensation expenses using the graded vesting basis and are included in selling, general and administrative operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss). The fair value of stock options and compensatory warrants is estimated using the Black-Scholes valuation model, which requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term. The Company accounts for forfeitures of share-based grants as they occur. If any of the assumptions used in the Black-Scholes model or the anticipated number of shares to be vested change significantly, share-based compensation expense may differ materially in the future from that recorded in the current period. The fair value of RSAs is estimated based on the Company’s stock on grant date. Income Taxes Income tax expense is the total of the cu rrent period income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. As the Company operates in the legal cannabis industry, the Company is subject to the limits of Internal Revenue Code (“IRC”) Section 280E for U.S. federal income tax purposes as well as state income tax purposes for all states except for California and Colorado. Starting with the 2022 tax year, Massachusetts and New York decoupled from IRC Section 280E, and in 2023, Illinois also decoupled from IRC Section 280E. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to sales of product, i.e. the cost of producing the products or cost of production. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. In connection with the preparation and filing of the fiscal 2022 federal income tax return, the Company changed its previous application of 280E to exclude certain parts of its business. In accordance with ASC 740 Income Taxes, a tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater t han 50% likely of being realized upon examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The Company is treated as a U.S. corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes, the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company (as defined in the Income Tax Act (Canada)) for Canadian income tax purposes. As a result, the Corporation is subject to taxation both in Canada and the U.S. Earnings or Loss per Share Basic earnings or loss per share is computed by dividing the net income or loss attributable to Jushi shareholders by the basic weighted average number of shares of common stock outstanding for the period. Diluted earnings or loss per share is computed by dividing the net income or loss attributable to Jushi shareholders by the sum of the weighted average number of shares of common stock outstanding for the period, and the number of additional shares of common stock that would have been outstanding if the Company’s outstanding potentially dilutive securities had been issued. Potentially dilutive securities include stock options, warrants, unvested restricted stock, convertible promissory notes, and vested restricted stock issued to employees for which a corresponding non-recourse promissory note receivable with the employee is outstanding until the notes are repaid. The dilutive effect of potentially dilutive securities is reflected in diluted earnings or loss per share by application of the treasury stock method, except if its impact is anti-dilutive. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: (i) Level 1 – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; (ii) Level 2 – Observable inputs other than Level 1 prices, suc |
INVENTORY, NET
INVENTORY, NET | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY, NET | 3. INVENTORY, NET The components of inventories, net, are as follows: As of December 31, 2023 2022 Cannabis plants $ 4,478 $ 4,347 Harvested cannabis and packaging 10,994 9,052 Total raw materials 15,472 13,399 Work in process 4,293 7,845 Finished goods 13,821 13,845 Total inventories, net $ 33,586 $ 35,089 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 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: As of December 31, 2023 2022 Employee retention credit receivable $ 10,140 $ — Prepaid expenses and deposits 2,716 3,409 Assets held for sale 1,647 — Other current assets 1,011 548 Total prepaid expenses and other current assets $ 15,514 $ 3,957 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 year ended December 31, 2023, the Company, with guidance from a third-party specialist, determined it was entitled to employee retention credit (“ERC”) claims of $10,140 for previous business interruptions related to COVID and filed for such claims with the Internal Revenue Service (“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 December 31, 2023 . As of December 31, 2023, the Company determined that one of its grower processor facilities located in Nevada with total carrying v alue of $1,647 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 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: As of December 31, 2023 2022 Buildings and building components $ 88,527 $ 80,697 Land 12,956 14,085 Leasehold improvements 46,660 43,472 Machinery and equipment 27,050 27,615 Furniture, fixtures and office equipment (including computer) 21,146 16,126 Construction-in-process 1,968 20,086 Total property, plant and equipment - gross 198,307 202,081 Less: Accumulated depreciation (39,039) (24,326) Total property, plant and equipment - net $ 159,268 $ 177,755 Construction-in-process represents assets under construction for manufacturing and retail build-outs not yet ready for use. Construction-in-process decreased from $20,086 at December 31, 2022 to $1,968 at December 31, 2023 primarily due to project completion and closeouts at the Manassas, VA facility, and two retail store locations. Total depreciation, including depreciation from assets held under finance leases (which are reflected separately in the consolidated balance sheets), was $23,319, $23,898 and $8,808 for the years ended December 31, 2023, 2022 and 2021 , respectively. Interest expense capitalized to PPE totaled $523, $2,616 and $977 for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 , the Company re classified $1,647 from Property, plant and equipment, net to Assets held for sale. Refer to Note 4 - Prepaid Expenses and Other Current Assets for additional information. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 6. ACQUISITIONS 2023 Business Combinations The Company did not have any acquisitions during the year ended December 31, 2023. 2022 Business Combinations The Company had the following acquisitions during the year ended December 31, 2022: (i) Apothecarium; and (ii) NuLeaf (each as defined below). The following table summarizes the preliminary purchase price allocatio ns as of their respective acquisition dates: NuLeaf Apothecarium Total Assets Acquired: Cash and cash equivalents $ 618 $ 25 $ 643 Prepaids and other assets 278 32 310 Accounts receivable, net 39 — 39 Inventory 5,334 699 6,033 Indemnification assets (1) 5,734 — 5,734 Property, plant and equipment 11,880 498 12,378 Right-of-use assets - finance lease 4,598 2,333 6,931 Right-of-use assets - operating lease 1,067 — 1,067 Intangible assets (2) 14,097 8,600 22,697 Deposits 110 301 411 Total assets acquired $ 43,755 $ 12,488 $ 56,243 Liabilities Assumed: Accounts payable and accrued liabilities $ 584 $ 497 $ 1,081 Finance lease obligations 5,054 2,323 7,377 Operating lease obligations 1,067 — 1,067 Deferred tax liabilities 5,518 2,283 7,801 Uncertain tax positions 5,734 — 5,734 Total liabilities assumed $ 17,957 $ 5,103 $ 23,060 Net assets acquired $ 25,798 $ 7,385 $ 33,183 Goodwill (3) 24,474 7,834 32,308 Total $ 50,272 $ 15,219 $ 65,491 Consideration: Consideration paid in cash, net of working capital adjustments $ 14,918 $ 6,703 $ 21,621 Consideration payable in cash (customary hold back liability) 932 — 932 Consideration paid in promissory notes (fair value) 12,860 6,922 19,782 Consideration paid in shares 13,573 1,594 15,167 Contingent consideration 7,989 — 7,989 Fair value of consideration $ 50,272 $ 15,219 $ 65,491 (1) As part of the NuLeaf acquisition agreement, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $5,734 as of the date of the acquisition. Subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition. (2) Included licenses acquired of $10,400 and $8,600 for NuLeaf and Apothecarium, respectively, which have indefinite useful lives. The estimated fair values of the licenses were determined using the multi-period excess earnings method under the income approach based on projections extended to 2036. (3) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. NuLeaf In April 2022, the Company closed on the acquisition of 100% of NuLeaf Inc., NuLeaf CLV Inc. and their subsidiaries (collectively, “NuLeaf”). NuLeaf is a vertically integrated operator in Nevada, which operates two retail dispensaries in Las Vegas, Nevada, one retail dispensary in Las Vegas Boulevard, Nevada, a 27,000 sq. ft. cultivation facility in Sparks, Nevada, and a 13,000 sq. ft. processing facility in Reno, Nevada. The Company paid consideration comprised of $14,918 in cash, net of working capital adjustments, 4,662,384 SVS (with an acquisition date fair value of $2.91 per SVS), and an unsecured five-year note with a face value of $15,750 (fair value of $12,860). Additionally, cash consideration of $932 was subjected to customary holdbacks at closing. The Company was required to pay an additional $10,000 ($3,000 in cash, $3,000 as an addition to the five-year note and the balance in shares) contingent on the opening of a third retail dispensary. In June 2022, the Company opened the third retail dispensary, and in July 2022, the Company paid $3,000 in cash (included in other investing activities in the consolidated statements of cash flows for the year ended December 31, 2022), amended the five-year note for an additional face value of $3,000 (fair value of $2,657), and issued 888,880 SVS (aggregate value of $1,529) to settle the contingent consideration liability. Refer to Note 10 - Debt for details on the seller notes. Apothecarium In March 2022, the Company closed on the acquisition of 100% of the equity interest of an entity operating an adult-use and medical retail dispensary under the name, “The Apothecarium” in Las Vegas, Nevada (“Apothecarium”), for consideration comprised of $6,703 in cash, net of working capital adjustments, 527,704 SVS (with a grant date fair value of $3.02 per SVS), and an unsecured five-year note with a face value of $9,853 (fair value of $6,922). Refer to Note 10 - Debt for details on the seller notes. The Apothecarium acquisition, together with the prior acquisition of Franklin Bioscience NV, LLC, a holder of medical and adult-use cannabis cultivation, processing, and distribution licenses, enabled the Company to become vertically integrated in Nevada, as well as provide significant branding exposure for Jushi’s high-quality product lines. Purchase Price Allocations for 2022 Business Combinations The purchase price accounting in connection with the acquisitions of Apothecarium and NuLeaf have been finalized as of March 31, 2023. There were no material measurement period adjustments during the year ended December 31, 2023. 2021 Business Combinations and Asset Acquisitions The Company had the following acquisitions during the year ended December 31, 2021: (i) Nature’s Remedy; (ii) OSD; (iii) OhiGrow; and (iv) Grover Beach (each as defined below). The following table summarizes the purchase price allocatio ns as of their respective acquisition dates: Business Combinations Asset Acquisitions Nature’s Remedy OSD OhiGrow Grover Beach Total Assets Acquired: Cash and cash equivalents $ 3,195 $ 259 $ — $ — $ 3,454 Prepaids 325 53 — — 378 Accounts receivable, net 263 — — — 263 Inventory 15,882 184 — — 16,066 Indemnification assets (1) 1,322 1,411 — — 2,733 Property, plant and equipment 19,470 — 3,165 269 22,904 Right-of-use assets - finance leases 27,305 — — 2,050 29,355 Right-of-use assets - operating leases 1,337 1,859 — — 3,196 Intangible assets - license (2) 56,000 2,160 1,817 3,654 63,631 Intangible assets - tradenames (2) 4,400 — — — 4,400 Intangible assets - customer database (2) 2,100 — — — 2,100 Deposits 20 6 — 19 45 Total assets acquired $ 131,619 $ 5,932 $ 4,982 $ 5,992 $ 148,525 Liabilities Assumed: Accounts payable and accrued liabilities $ 7,004 $ 190 $ — $ — $ 7,194 Finance lease obligations 27,052 — — 2,032 29,084 Operating lease obligations 1,267 1,859 — — 3,126 Deferred tax liabilities 21,462 648 — — 22,110 Uncertain tax positions 1,322 1,411 — — 2,733 Total liabilities assumed $ 58,107 $ 4,108 $ — $ 2,032 $ 64,247 Net assets acquired (3) $ 73,512 $ 1,824 $ 4,982 $ 3,960 $ 84,278 Goodwill (3) 26,086 2,432 — — 28,518 Total $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 Consideration: Consideration paid in cash, as adjusted for working capital adjustments $ 40,360 $ 1,827 $ 4,949 $ 3,592 $ 50,728 Consideration paid in promissory notes (fair value) 15,345 2,429 — — 17,774 Consideration paid in shares 35,670 — — 368 36,038 Contingent consideration 8,223 — — — 8,223 Capitalized costs — — 33 — 33 Fair value of consideration $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 (1) As part of the OSD and Nature’s Remedy acquisition agreements, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $2,733 as of the dates of the acquisitions. Additional subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition. (2) The licenses acquired have indefinite useful lives. The customer relationships have a useful life of 15 years and the tradenames have a useful life of 5 years. (3) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. 2021 Business Combinations Nature’s Remedy In September 2021, the Company acquired 100% of the equity of Nature’s Remedy of Massachusetts, Inc. and certain of its affiliates (collectively, “Nature’s Remedy”), for upfront consideration comprised of cash, net of working capital adjustments, 8,700,000 SVS (with a grant date fair value of $4.10 each), an $11,500 unsecured three-year note and a $5,000 unsecured five-year note. Nature’s Remedy is a vertically integrated single state operator in Massachusetts and currently operates two retail dispensaries, in Millbury, Massachusetts and Tyngsborough, Massachusetts, and a 50,000 sq. ft. cultivation and production facility in Lakeville, Massachusetts. The goodwill is not tax deductible. The Company also agreed to issue a $5,000 increase to the principal balance of the three-year note and up to an additional $5,000 in Company SVS upon the occurrence or non-occurrence of certain events after the closing date. The payment of the contingent consideration depends on whether or not a competitor (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 first 12-month of the closing date (the “First Milestone Period”) or during the 18 months following the First Milestone Period. As of the date of acquisition, the Company recognized a contingent consideration liability of $8,223, a Level 3 measurement amount, which was based on the weighted-average probability of the potential outcomes. The estimated range of such additional consideration is between $0 and $10,800 (which also includes the interest on the additional principal for the three-year note). Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred for the business combination. Contingent consideration that is classified as a liability is remeasured at subsequent reporting dates with the corresponding gain or loss being recognized in Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). In September 2022, the First Milestone Period was achieved, and therefore the three-year note was amended for an additional face value of $5,000 (discounted value of $4,708) to partially settle the contingent consideration liability. On each monthly anniversary of the closing date following the First Milestone Period (beginning on the 13-month anniversary of the closing date), Sammartino Investments LLC (“Sammartino”), the former owner of Nature’s Remedy, 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. In March 2023, the 18-month anniversary of the closing date occurred and in September 2023, the 24-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, as at December 31, 2023, $4,167 of Monthly Milestone Accrual was classified as acquisition-related milestone accrual in other current liabilities while the remaining liability of $817 relating to the 30-month anniversary was included in short-term contingent consideration liability. 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. As discussed in greater detail in Note 22 - 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”). OSD In April 2021, the Company acquired 100% of the equity of Organic Solutions of the Desert, LLC (“OSD”), an operating dispensary located in Palm Springs, California, for consideration comprised of cash, as adjusted for working capital adjustments, and $3,100 principal amount of promissory notes. The goodwill is not tax deductible. 2021 Asset Acquisitions The Company determined that the OhiGrow and Grover Beach (each as defined below) acquisitions described below did not qualify as business combinations because, for OhiGrow, the assets acquired did not constitute a business, and for Grover Beach, under the concentration test, substantially all of the fair value of the acquisition is concentrated in a single identifiable asset – the license. OhiGrow In July 2021, the Company acquired OhiGrow, LLC, a licensed cultivator in Ohio, and Ohio Green Grow LLC (collectively, “OhiGrow”), inclusive of an approximately 10,000 sq. ft. facility and 1.35 acres of land for $4,949 in cash. Grover Beach In March 2021, the Company closed on the acquisition of approximately 78% of the equity of a retail license holder located in Grover Beach, California (“Grover Beach”) for $3,592 in cash, as adjusted for working capital adjustments, and 49,348 SVS at a fair value of $7.46 per share, with the rights to acquire the remaining equity for one dollar in the future. In September 2022, the Company exercised its rights to acquire the remaining 22%. Business Combinations - Acquisition and Deal Costs For the year ended December 31, 2022 and 2021 acquisition and deal costs totaled $1,204 and $350, respectively, and are included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). The remaining acquisition and deal costs included in selling, general and administrative expenses were incurred either for acquisitions not completed or not expected to be completed. Business Combinations Acquisition Results and Unaudited Supplemental Pro Forma Financial Information The following table summarizes unaudited consolidated pro forma revenue and unaudited consolidated pro forma net income (loss) as if the business combinations had occurred at the beginning of the year prior to their actual acquisition for the periods presented. Year Ended December 31, 2022 2021 Revenue $ 293,947 $ 284,026 Net income (loss) $ (197,743) $ 20,681 These unaudited pro forma financial results do not purport to be indicative of the actual results that would have been achieved by the combined companies for the years indicated, or of the results that may be achieved by the combined companies in the future. These amounts have been calculated using actual results and adding unaudited pre-acquisition results, after adjusting for: acquisition costs, additional depreciation and amortization from acquired property, plant and equipment and intangible assets, as well as adjustments for incremental interest expense relating to consideration paid, and changes to conform to the Company’s accounting policies. The results of the 2022 and 2021 acquisitions are included in the Company’s results since their respective acquisition dates. For the year ended December 31, 2022 , in the aggregate, the 2022 acquisitions contributed revenues of $28,912 and net loss of $43,603 to the Company’s consolidated results. For the year ended December 31, 2021 , in the aggregate, the 2021 acquisitions contributed revenues of $15,107 and net loss of $1,120 to the Company’s consolidated results. |
ACQUISITIONS | 6. ACQUISITIONS 2023 Business Combinations The Company did not have any acquisitions during the year ended December 31, 2023. 2022 Business Combinations The Company had the following acquisitions during the year ended December 31, 2022: (i) Apothecarium; and (ii) NuLeaf (each as defined below). The following table summarizes the preliminary purchase price allocatio ns as of their respective acquisition dates: NuLeaf Apothecarium Total Assets Acquired: Cash and cash equivalents $ 618 $ 25 $ 643 Prepaids and other assets 278 32 310 Accounts receivable, net 39 — 39 Inventory 5,334 699 6,033 Indemnification assets (1) 5,734 — 5,734 Property, plant and equipment 11,880 498 12,378 Right-of-use assets - finance lease 4,598 2,333 6,931 Right-of-use assets - operating lease 1,067 — 1,067 Intangible assets (2) 14,097 8,600 22,697 Deposits 110 301 411 Total assets acquired $ 43,755 $ 12,488 $ 56,243 Liabilities Assumed: Accounts payable and accrued liabilities $ 584 $ 497 $ 1,081 Finance lease obligations 5,054 2,323 7,377 Operating lease obligations 1,067 — 1,067 Deferred tax liabilities 5,518 2,283 7,801 Uncertain tax positions 5,734 — 5,734 Total liabilities assumed $ 17,957 $ 5,103 $ 23,060 Net assets acquired $ 25,798 $ 7,385 $ 33,183 Goodwill (3) 24,474 7,834 32,308 Total $ 50,272 $ 15,219 $ 65,491 Consideration: Consideration paid in cash, net of working capital adjustments $ 14,918 $ 6,703 $ 21,621 Consideration payable in cash (customary hold back liability) 932 — 932 Consideration paid in promissory notes (fair value) 12,860 6,922 19,782 Consideration paid in shares 13,573 1,594 15,167 Contingent consideration 7,989 — 7,989 Fair value of consideration $ 50,272 $ 15,219 $ 65,491 (1) As part of the NuLeaf acquisition agreement, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $5,734 as of the date of the acquisition. Subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition. (2) Included licenses acquired of $10,400 and $8,600 for NuLeaf and Apothecarium, respectively, which have indefinite useful lives. The estimated fair values of the licenses were determined using the multi-period excess earnings method under the income approach based on projections extended to 2036. (3) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. NuLeaf In April 2022, the Company closed on the acquisition of 100% of NuLeaf Inc., NuLeaf CLV Inc. and their subsidiaries (collectively, “NuLeaf”). NuLeaf is a vertically integrated operator in Nevada, which operates two retail dispensaries in Las Vegas, Nevada, one retail dispensary in Las Vegas Boulevard, Nevada, a 27,000 sq. ft. cultivation facility in Sparks, Nevada, and a 13,000 sq. ft. processing facility in Reno, Nevada. The Company paid consideration comprised of $14,918 in cash, net of working capital adjustments, 4,662,384 SVS (with an acquisition date fair value of $2.91 per SVS), and an unsecured five-year note with a face value of $15,750 (fair value of $12,860). Additionally, cash consideration of $932 was subjected to customary holdbacks at closing. The Company was required to pay an additional $10,000 ($3,000 in cash, $3,000 as an addition to the five-year note and the balance in shares) contingent on the opening of a third retail dispensary. In June 2022, the Company opened the third retail dispensary, and in July 2022, the Company paid $3,000 in cash (included in other investing activities in the consolidated statements of cash flows for the year ended December 31, 2022), amended the five-year note for an additional face value of $3,000 (fair value of $2,657), and issued 888,880 SVS (aggregate value of $1,529) to settle the contingent consideration liability. Refer to Note 10 - Debt for details on the seller notes. Apothecarium In March 2022, the Company closed on the acquisition of 100% of the equity interest of an entity operating an adult-use and medical retail dispensary under the name, “The Apothecarium” in Las Vegas, Nevada (“Apothecarium”), for consideration comprised of $6,703 in cash, net of working capital adjustments, 527,704 SVS (with a grant date fair value of $3.02 per SVS), and an unsecured five-year note with a face value of $9,853 (fair value of $6,922). Refer to Note 10 - Debt for details on the seller notes. The Apothecarium acquisition, together with the prior acquisition of Franklin Bioscience NV, LLC, a holder of medical and adult-use cannabis cultivation, processing, and distribution licenses, enabled the Company to become vertically integrated in Nevada, as well as provide significant branding exposure for Jushi’s high-quality product lines. Purchase Price Allocations for 2022 Business Combinations The purchase price accounting in connection with the acquisitions of Apothecarium and NuLeaf have been finalized as of March 31, 2023. There were no material measurement period adjustments during the year ended December 31, 2023. 2021 Business Combinations and Asset Acquisitions The Company had the following acquisitions during the year ended December 31, 2021: (i) Nature’s Remedy; (ii) OSD; (iii) OhiGrow; and (iv) Grover Beach (each as defined below). The following table summarizes the purchase price allocatio ns as of their respective acquisition dates: Business Combinations Asset Acquisitions Nature’s Remedy OSD OhiGrow Grover Beach Total Assets Acquired: Cash and cash equivalents $ 3,195 $ 259 $ — $ — $ 3,454 Prepaids 325 53 — — 378 Accounts receivable, net 263 — — — 263 Inventory 15,882 184 — — 16,066 Indemnification assets (1) 1,322 1,411 — — 2,733 Property, plant and equipment 19,470 — 3,165 269 22,904 Right-of-use assets - finance leases 27,305 — — 2,050 29,355 Right-of-use assets - operating leases 1,337 1,859 — — 3,196 Intangible assets - license (2) 56,000 2,160 1,817 3,654 63,631 Intangible assets - tradenames (2) 4,400 — — — 4,400 Intangible assets - customer database (2) 2,100 — — — 2,100 Deposits 20 6 — 19 45 Total assets acquired $ 131,619 $ 5,932 $ 4,982 $ 5,992 $ 148,525 Liabilities Assumed: Accounts payable and accrued liabilities $ 7,004 $ 190 $ — $ — $ 7,194 Finance lease obligations 27,052 — — 2,032 29,084 Operating lease obligations 1,267 1,859 — — 3,126 Deferred tax liabilities 21,462 648 — — 22,110 Uncertain tax positions 1,322 1,411 — — 2,733 Total liabilities assumed $ 58,107 $ 4,108 $ — $ 2,032 $ 64,247 Net assets acquired (3) $ 73,512 $ 1,824 $ 4,982 $ 3,960 $ 84,278 Goodwill (3) 26,086 2,432 — — 28,518 Total $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 Consideration: Consideration paid in cash, as adjusted for working capital adjustments $ 40,360 $ 1,827 $ 4,949 $ 3,592 $ 50,728 Consideration paid in promissory notes (fair value) 15,345 2,429 — — 17,774 Consideration paid in shares 35,670 — — 368 36,038 Contingent consideration 8,223 — — — 8,223 Capitalized costs — — 33 — 33 Fair value of consideration $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 (1) As part of the OSD and Nature’s Remedy acquisition agreements, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $2,733 as of the dates of the acquisitions. Additional subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition. (2) The licenses acquired have indefinite useful lives. The customer relationships have a useful life of 15 years and the tradenames have a useful life of 5 years. (3) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. 2021 Business Combinations Nature’s Remedy In September 2021, the Company acquired 100% of the equity of Nature’s Remedy of Massachusetts, Inc. and certain of its affiliates (collectively, “Nature’s Remedy”), for upfront consideration comprised of cash, net of working capital adjustments, 8,700,000 SVS (with a grant date fair value of $4.10 each), an $11,500 unsecured three-year note and a $5,000 unsecured five-year note. Nature’s Remedy is a vertically integrated single state operator in Massachusetts and currently operates two retail dispensaries, in Millbury, Massachusetts and Tyngsborough, Massachusetts, and a 50,000 sq. ft. cultivation and production facility in Lakeville, Massachusetts. The goodwill is not tax deductible. The Company also agreed to issue a $5,000 increase to the principal balance of the three-year note and up to an additional $5,000 in Company SVS upon the occurrence or non-occurrence of certain events after the closing date. The payment of the contingent consideration depends on whether or not a competitor (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 first 12-month of the closing date (the “First Milestone Period”) or during the 18 months following the First Milestone Period. As of the date of acquisition, the Company recognized a contingent consideration liability of $8,223, a Level 3 measurement amount, which was based on the weighted-average probability of the potential outcomes. The estimated range of such additional consideration is between $0 and $10,800 (which also includes the interest on the additional principal for the three-year note). Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred for the business combination. Contingent consideration that is classified as a liability is remeasured at subsequent reporting dates with the corresponding gain or loss being recognized in Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). In September 2022, the First Milestone Period was achieved, and therefore the three-year note was amended for an additional face value of $5,000 (discounted value of $4,708) to partially settle the contingent consideration liability. On each monthly anniversary of the closing date following the First Milestone Period (beginning on the 13-month anniversary of the closing date), Sammartino Investments LLC (“Sammartino”), the former owner of Nature’s Remedy, 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. In March 2023, the 18-month anniversary of the closing date occurred and in September 2023, the 24-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, as at December 31, 2023, $4,167 of Monthly Milestone Accrual was classified as acquisition-related milestone accrual in other current liabilities while the remaining liability of $817 relating to the 30-month anniversary was included in short-term contingent consideration liability. 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. As discussed in greater detail in Note 22 - 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”). OSD In April 2021, the Company acquired 100% of the equity of Organic Solutions of the Desert, LLC (“OSD”), an operating dispensary located in Palm Springs, California, for consideration comprised of cash, as adjusted for working capital adjustments, and $3,100 principal amount of promissory notes. The goodwill is not tax deductible. 2021 Asset Acquisitions The Company determined that the OhiGrow and Grover Beach (each as defined below) acquisitions described below did not qualify as business combinations because, for OhiGrow, the assets acquired did not constitute a business, and for Grover Beach, under the concentration test, substantially all of the fair value of the acquisition is concentrated in a single identifiable asset – the license. OhiGrow In July 2021, the Company acquired OhiGrow, LLC, a licensed cultivator in Ohio, and Ohio Green Grow LLC (collectively, “OhiGrow”), inclusive of an approximately 10,000 sq. ft. facility and 1.35 acres of land for $4,949 in cash. Grover Beach In March 2021, the Company closed on the acquisition of approximately 78% of the equity of a retail license holder located in Grover Beach, California (“Grover Beach”) for $3,592 in cash, as adjusted for working capital adjustments, and 49,348 SVS at a fair value of $7.46 per share, with the rights to acquire the remaining equity for one dollar in the future. In September 2022, the Company exercised its rights to acquire the remaining 22%. Business Combinations - Acquisition and Deal Costs For the year ended December 31, 2022 and 2021 acquisition and deal costs totaled $1,204 and $350, respectively, and are included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). The remaining acquisition and deal costs included in selling, general and administrative expenses were incurred either for acquisitions not completed or not expected to be completed. Business Combinations Acquisition Results and Unaudited Supplemental Pro Forma Financial Information The following table summarizes unaudited consolidated pro forma revenue and unaudited consolidated pro forma net income (loss) as if the business combinations had occurred at the beginning of the year prior to their actual acquisition for the periods presented. Year Ended December 31, 2022 2021 Revenue $ 293,947 $ 284,026 Net income (loss) $ (197,743) $ 20,681 These unaudited pro forma financial results do not purport to be indicative of the actual results that would have been achieved by the combined companies for the years indicated, or of the results that may be achieved by the combined companies in the future. These amounts have been calculated using actual results and adding unaudited pre-acquisition results, after adjusting for: acquisition costs, additional depreciation and amortization from acquired property, plant and equipment and intangible assets, as well as adjustments for incremental interest expense relating to consideration paid, and changes to conform to the Company’s accounting policies. The results of the 2022 and 2021 acquisitions are included in the Company’s results since their respective acquisition dates. For the year ended December 31, 2022 , in the aggregate, the 2022 acquisitions contributed revenues of $28,912 and net loss of $43,603 to the Company’s consolidated results. For the year ended December 31, 2021 , in the aggregate, the 2021 acquisitions contributed revenues of $15,107 and net loss of $1,120 to the Company’s consolidated results. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 7. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Goodwill, carrying amount, as of January 1, 2022 $ 45,828 Additions from acquisitions, including reclassification of $254 35,480 Impairment (39,643) Measurement period adjustment (3,426) Goodwill, carrying amount, as of December 31, 2022 38,239 Impairment (7,329) Goodwill, carrying amount, as of December 31, 2023 $ 30,910 Other Intangible Assets The components of other intangible assets are as follows: As of December 31, Estimated Useful 2023 2022 Licenses $ 82,401 $ 82,401 Indefinite Intellectual Property 9,580 9,580 10 years Tradenames 12,209 12,800 5 - 10 years Patient/Customer database 3,195 3,195 5 - 10 years Non-compete 155 155 3 years Website development 61 61 3 years Formulations 50 50 Indefinite Total gross amount 107,651 108,242 Less: Accumulated Amortization (11,684) (8,160) Other Intangible Assets, net $ 95,967 $ 100,082 Amortization expense for the years ended December 31, 2023, 2022 and 2021 was $3,269, $3,123 and $1,977, respectively, and is included in operating expenses in the consolidated statements of operations and comprehensive income (loss). For the year ended December 31, 2023, there were no additions to intangible assets. For the year ended December 31, 2022 , all additions to intangible assets were from acquisitions. The estimated future annual amortization expense related to intangible assets as of December 31, 2023 are as follows: 2024 $ 2,950 2025 2,919 2026 2,648 2027 1,844 2028 1,779 Thereafter 1,376 Total estimated future amortization expense $ 13,516 Impairment of Goodwill and Other intangible assets 2023 Impairments During the year ended December 31, 2023, management determined that the Company’s goodwill in Nevada was impaired due to the Company’s lower than expected operating results, driven in part by the overall decline in the retail market within the state. The Company utilized a combination of the income approach (discounted cash flow method) and market approach (guideline company method) for its impairment test for each state, resulting in a goodwill impairment charge of $7,329. The key inputs and assumptions used in the fair valuation of Nevada include: (i) a five-year cash flow forecast, which is based on the Company’s actual operating results and business plans; (ii) a perpetual growth rate; (iii) an estimated discount rate and (iv) a weighted average cost of capital. The goodwill impairment is recorded within operating expenses in the consolidated statements of operations and comprehensive income (loss). Additionally, for the year ended December 31, 2023, management determined that certain intangible assets associated with the NuLeaf acquisition were impaired due to the Company rebranding certain NuLeaf skus sold to retail and wholesale customers, and as a result, recorded an impairment charge of $845. The intangible asset impairment is recorded within operating expenses in the consolidated statements of operations and comprehensive income (loss). 2022 Impairments During the year ended December 31, 2022, management determined that the Company’s goodwill and certain intangible assets in California, Massachusetts, Nevada, Ohio, and Pennsylvania were impaired due to the Company’s lower than expected operating results, driven in part by significant price compression and the overall economy in the respective state. The Company utilized a combination of the income approach (discounted cash flow method) and market approach (a combination of the guideline transactions method and guideline company method) for its impairment test for each state, resulting in goodwill and intangible impairment charges reflected below. The goodwill and intangible asset impairment is recorded within operating expenses in the consolidated statements of operations and comprehensive income (loss). Year Ended December 31, 2022 Key Assumptions State Goodwill Impairment Intangible Asset Impairment Perpetual Growth Rate Discount Rate Weighted Average Cost of Capital Cash Flow Forecast California $ 2,432 $ 10,142 2% 22.5% 21.5% 5 years Massachusetts 12,231 37,954 2% 21.0% 20.0% 5 years Nevada 24,980 22,150 2% 21.0% 20.0% 5 years Ohio — 5,317 2% 24.5% 23.5% 5 years Pennsylvania — 35,952 2% 22.0% 21.0% 5 years $ 39,643 $ 111,515 2021 Impairments Nevada During the year ended December 31, 2021, management determined that the lower than expected operating results of the Company’s Nevada operations was an indicator of impairment. The Company utilized the discounted cash flow method for its impairment test, and as a result, recorded a goodwill impairment charge of $1,783. The key inputs and assumptions used in the fair valuation of Nevada include: (i) a five-year cash flow forecast, which is based on the Company’s actual operating results and business plans; (ii) a perpetual growth rate of 3%; and (iii) an estimated discount rate of 16.5%. The goodwill impairment is recorded within operating expenses in the consolidated statements of operations and comprehensive income (loss). |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS | 8. OTHER NON-CURRENT ASSETS The components of other non-current assets are as follows: As of December 31, 2023 2022 Operating lease assets (1) $ 18,265 $ 16,244 Indemnification assets 6,906 8,198 Net deferred tax assets 2,772 — Deposits and escrows - properties 1,723 1,637 Deposits - equipment 422 484 Equity investment (2) 200 977 Other 70 703 Total other non-current assets $ 30,358 $ 28,243 (1) During the year ended December 31, 2023, the Company performed a reassessment of its real estate leases. Refer to Note 11 - 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 23 - Financial Instruments for more information relating to the fair value of this equity investment for the years ended December 31, 2023 and 2022, as well as impairment charges recorded |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The components of accrued expenses and other current liabilities are as follows: As of December 31, 2023 2022 Deferred income - ERC (1) $ 10,140 $ — Goods received not invoiced 5,019 11,620 Operating lease obligations 4,693 2,652 Accrued employee related expenses and liabilities 4,175 6,030 Acquisition-related milestone accrual (2) 4,167 — Accrued interest 4,106 2,388 Accrued sales and excise taxes 2,388 1,931 Deferred revenue (loyalty program) 1,407 1,870 Accrued professional and management fees 986 1,481 Contingent consideration liabilities (2) 817 3,398 Accrued capital expenditures 702 5,603 Other accrued expenses and current liabilities 5,470 9,356 Total $ 44,070 $ 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 | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | 10. DEBT The components of the Company’s debt are as follows: Effective Interest Rate Contractual Maturity Date As of December 31, 2023 2022 Principal amounts: Second Lien Notes 15% December 2026 $ 75,497 $ 73,182 Acquisition Facility 15% December 2024 60,125 65,000 Acquisition-related promissory notes payable 8% - 23% August 2024 - April 2027 35,716 35,716 Mortgage loans 6% - 11% January 2027 - April 2028 29,456 7,770 Total debt subject to scheduled repayments 200,794 181,668 Promissory notes payable to Sammartino (1) 11% September 2024 - September 2026 21,500 21,500 Jushi Europe debt (2) March 2022 3,298 3,189 Total debt 225,592 206,357 Less: debt issuance costs and original issue discounts (13,037) (17,095) Total debt, net $ 212,555 $ 189,262 Debt, net - current portion $ 86,514 $ 8,704 Debt, net - non-current portion $ 126,041 $ 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 22 - 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 21 - Related Party Transactions for more information. As of December 31, 2023, aggregate future contractual maturities of the Company’s debt are as follows: 2024 2025 2026 2027 2028 Total Second Lien Notes $ — $ — $ 75,497 $ — $ — $ 75,497 Acquisition Facility 60,125 — — — — 60,125 Acquisition-related promissory notes payable 9,333 1,970 1,971 22,442 — 35,716 Mortgage loans 462 647 658 9,449 18,240 29,456 Total debt subject to scheduled repayments $ 69,920 $ 2,617 $ 78,126 $ 31,891 $ 18,240 $ 200,794 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 22 - Commitments and Contingencies and Note 21 - 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 of $3,298 was March 2022. Interest expense, net is comprised of the following: Year Ended December 31, 2023 2022 2021 Interest and accretion - 10% Senior Notes $ — $ 23,268 $ 19,257 Interest and accretion - Second Lien Notes 10,106 578 — Interest and accretion - Finance lease liabilities 9,784 11,154 9,158 Interest and accretion - Acquisition Facility 9,466 7,264 1,106 Interest and accretion - Promissory notes 6,173 5,518 1,802 Interest and accretion - Mortgage loans and other financing activities 2,051 567 507 Capitalized interest (523) (2,616) (977) Total interest expense 37,057 45,733 30,853 Interest income (91) (142) (243) Total interest expense, net $ 36,966 $ 45,591 $ 30,610 Second Lien Notes In December 2022, the Company issued Second Lien Notes in an aggregate amount of $73,061, of which the Company received cash proceeds of $31,594 and the remaining $41,467 was settled without the need for any transfers of cash between the Company and certain holders of Senior Notes that elected to purchase Second Lien Notes from the Company in accordance with certain Funding and Settlement Facilitation Agreements (“Facilitation Agreements”). The Facilitation Agreements provided for the Company and purchasers of Second Lien Notes who were also holders of Senior Notes to settle the amount owed to each such purchaser pursuant to the redemption of such purchaser’s Senior Notes against the amount of Second Lien Notes purchased by such purchaser without the need for any transfers of cash. The Second Lien Notes mature on December 7, 2026, and bear interest at 12.0% per annum, payable in cash quarterly. Additionally, the Company issued 17,512,280 four-year warrants to purchase SVS of the Company (the “Warrants”). Each purchaser of the Second Lien Notes received Warrants at 50% coverage of the principal amount of such purchaser’s Second Lien Notes divided by the strike price of $2.086 per share. The Warrants were issued by the Company in connection with, but were detached from, the Company’s issuance of the Second Lien Notes. Refer to Note 13 - Derivative Liabilities for additional information. In March, 2023, the Company, one of its wholly subsidiaries (“JMGT, 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 for 2022 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 due December 7, 2026 (“Second Lien Notes”), which were issued on March 15, 2023, and (iii) fully-detached warrants to purchase up to approximately $375 worth of the Company’s SVS (“Warrants”), which were issued on September 1, 2023 resulting in the issuance of Warrants to purchase 551,471 SVS at an exercise price of $0.68 per share. The fair value of the Warrants that were issued was $200, which was recorded as additional debt discount to the Second Lien Notes, with a corresponding offset to Paid-in capital within equity. 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 13 - Derivative Liabilities for more information. In November 2023, the Company, JMGT, LLC, and the Company’s CEO entered into an amendment to his existing employment agreement (the “Second Amendment”) pursuant to which the CEO agreed to receive the $100 base salary annual increase for the year 2024, and the $850 annual cash bonus for the year 2023 that would otherwise have been paid to him in the following alternative form: (i) a lump sum cash payment of $213, which was paid in November 2023, (ii) $1,150 aggregate principal amount of Second Lien Notes, which were issued in December 2023, and (iii) fully-detached warrants to purchase up to approximately $575 worth of the Company’s SVS, which were issued in Decembe r 2023 re sulting in the issuance of Warrants to purchase 718,750 SVS at an exercise price of $0.80 per share. The fair value of the Warrants that were issued was $191, which was recorded as additional debt discount to the Second Lien Notes, with a corresponding offset to Paid-in capital. Senior Notes In December 2022, the Company redeemed all its outstanding Senior Notes in the amount of $74,935, of which $33,468 was redeemed via cash payment by the Company and the remaining $41,467 was redeemed via the execution of Funding and Settlement Facilitation agreements (non-cash payment) between the Company and certain holders of the Senior Notes who also elected to purchase Second Lien Notes from the Company. See the “Second Lien Notes” section above for more information on holders of Senior Notes that elected to purchase Second Lien Notes from the Company. The redemption of the Senior Notes was accounted for as a debt extinguishment, and resulted in the Company recording a non-cash loss on debt extinguishment of $18,858, which represents the difference between the reacquisition price of the Senior Notes and the net carrying amount of the Senior Notes prior to redemption. Acquisition Facility In October 2021 (the “Closing Date”), the Company entered into definitive documentation in respect of a $100,000 Senior Secured Credit Facility (the “Acquisition Facility”) from Roxbury, LP, a portfolio company of SunStream Bancorp Inc., which is a joint venture sponsored by Sundial Growers Inc. The Company is permitted to borrow amounts under the Acquisition Facility for potential strategic expansion opportunities in both its core and developing markets. After being drawn, loans issued under the Acquisition Facility bear an interest rate of 9.5% per annum, payable quarterly, and will mature five years from the Closing Date. Subject to the approval of the Agent’s investment committee and other conditions, including pro forma compliance with certain financial covenants (further defined below) at the time of borrowing, the Company will be able to make draws under the facility until the 18- month anniversary of the Closing Date (the “Draw Period”), and will have a two-year interest-only period before partial amortization begins on a quarterly basis. Interest are payable on the first business day of each calendar quarter. The Company also may increase the total commitment of the Acquisition Facility by an aggregate amount of up to $25,000, subject to certain conditions (the “Accordion”). The Acquisition Facility is secured by a first lien over certain Company assets and on a pari passu basis with the collateral securing the indebtedness of the Company evidence by the Senior Notes. The Company recorded original discount of $1,701, which included debt issuance costs of $721. During the Draw Period, a standby fee of 2.25% per annum of the undrawn amount of the Acquisition Facility minus the sum of the daily average of the outstanding amount of the Acquisition Facility for the preceding calendar quarter shall be paid quarterly, in arrears, on the first business day of each calendar quarter. The standby fee drops to 1.5% on the date the existing 10% Senior Notes mature or are refinanced. An exit fee of 1.5% of the original term loan amount of $100,000 shall be paid upon the earliest of the maturity date, any repayment of the principal balance of the term loans or the occurrence of an event of default. In the event the existing Senior Notes mature or are refinanced, no exit fee is owed by the Company to the lenders. In the event the Company wishes to refinance the Senior Notes, lenders have a right of first refusal to contribute up to 50% of the amount used to refinance the Senior Notes. In October 2021, the Company drew down $40,000 from the Acquisition Facility to fund the cash portion of the acquisition of Nature’s Remedy. As of December 31, 2021, the Company had approximately $60,000 of availability under the Acquisition Facility (excluding the Accordion). In April 2022, the Company drew down $25,000 from the Acquisition Facility to fund the cash portions of the NuLeaf and Apothecarium acquisitions, and the Company entered into an amendment to the Acquisition Facility pursuant to which: (i) the commencement of leverage testing was pushed back by four quarters, (ii) certain leverage ratios were revised; and (iii) the Company may proceed with a reorganization pursuant to a petition for bankruptcy in Switzerland with respect to Jushi Europe without potentially defaulting under the Acquisition Facility. In December 2022, the Company entered into a second amendment to the Acquisition Facility pursuant to which: (i) the interest rate was increased to 11% per annum; (ii) the maximum borrowings capped at $65,000 with the removal of the standby fee; (iii) the maturity date was amended to December 31, 2024; and (iv) the total leverage ratio covenant was removed and replaced with a minimum quarterly revenue covenant. On November 10, 2023, the Company entered into a third amendment to the Acquisition Facility pursuant to which: (i) the minimum cash balance maintenance requirements in the Acquisition Facility were reduced from a fixed dollar amount to 10% of the outstanding term loans amount, which have the effect of decreasing such minimum cash balance requirement as additional scheduled amortization repayments are made on such term loans, and (ii) made certain technical and conforming changes to account for the Company’s Loan Agreement with FVCBank with respect to its Manassas, VA facility. Having completed most of the improvements to the Company’s Manassas, VA facility, the Acquisition Facility Amendments also set forth certain limits on the Company’s use of balance sheet cash to fund future improvements to the Manassas, VA facility. As of December 31, 2023 and 2022 , unamortized discount was $2,169 and $4,363, respectively. In July 2023, the Company began making quarterly payments of $2,438, which is due on the first business day of each calendar quarter with a final payment of $50,375 due at the maturity date. Acquisition-related promissory notes payable issuance and conversion in 2022 and 2021 OSD In April 2021, in connection with the OSD acquisition, the Company issued a principal amount $3,100, 4% secured promissory note to the seller. The promissory note matures on April 30, 2027 and interest is payable quarterly. The note is secured by the equity of OSD. Pursuant to the terms of the OSD acquisition, indemnification obligations of the seller may be offset against this promissory note in the future if the Company makes a claim for such indemnification and such right of offset. Refer to Note 6 - Acquisitions. Apothecarium In March 2022, in connection with the Apothecarium acquisition, the Company issued to the seller two unsecured promissory notes with a total principal amount of $9,853, with no stated interest and both maturing in March 2027. The promissory notes provide for a principal payment of $3,448 on the 21st month anniversary, followed by 39 equal monthly payments for the remaining balance. On January 24, 2024, the Company entered into two note exchange agreements with the holders of the Apothecarium unsecured promissory notes. Refer to Note 25 - Subsequent Events for more information. NuLeaf In April 2022, in connection with the NuLeaf acquisition, the Company issued to the seller unsecured promissory notes with an aggregate total principal amount of $15,750 with a stated interest rate of 8% and maturity date in April 2027. The promissory notes provide for a full principal payment on the maturity date. Additionally, in July 2022, the Company amended the five-year note for an additional principal amount of $3,000 to settle the contingent consideration associated with the acquisition. There were no changes to the interest rate and maturity date of the five-year note at such time. Nature’s Remedy In September 2021, in connection with the Nature’s Remedy acquisition, the Company issued a principal amount $11,500, 8% unsecured three-year note maturing September 10, 2024 and a $5,000 8% unsecured five-year note maturing September 10, 2026 to the seller. The promissory notes provide for cash interest payments to be made quarterly and all principal and accrued and unpaid interest are due at their respective maturities. In September 2022, the Company amended the three -year note for an additional principal amount of $5,000 in settlement of a contingent consideration liability for the First Milestone Period in connection with the September 2021 acquisition of Nature’s Remedy. R epayment of principal and interest are currently on hold until the resolution of the Sammartino Matter as discussed in greater detail in Note 22 - Commitments and Contingencies. Additionally, refer to Note 6 - Acquisitions for more information on this acquisition. Dalitso In November 2022, the Company issued 910,000 SVS to settle the outstanding balance relating to a $2,412 unsecured convertible promissory note. Mortgage loans Arlington Mortgage In December 2021, the Company entered into a $6,900 mortgage loan agreement (“Arlington Mortgage”), which is principally secured by the Company’s retail property in Arlington, Virginia. As of December 31, 2022, the Company had drawn down $5,000, and the remaining $1,900 was drawn down in January 2023. The Arlington Facility bears a fixed interest rate of 5.875% per annum, payable monthly, and will mature in January 2027. 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 December 31, 2023 was 10.5%. 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 9.0% per annum as of December 31, 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 Acquisition Facility contains certain financial and other covenants with which the Company is required to comply. As of December 31, 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. On February 24, 2023, February 27, 2023, and 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 waivers for the first two instances of non-compliance on April 17, 2023, and received a waiver for the third instance of non-compliance on May 11, 2023. Because the Company anticipated that the audit reports associated with the Company’s financial statements for the years ended December 31, 2022 and December 31, 2023 would contain a going concern qualification, and such going concern qualifications would constitute non-compliance with an affirmative covenant requiring the Company to obtain auditor reports associated with its annual financial statements that do not contain a going concern qualification, the Company obtained waivers of non-compliance with the aforementioned affirmative covenant on April 17, 2023, and March 12, 2024, respectively. 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 December 31, 2023, the Company was in compliance with all financial covenants contained in each of the mortgage loan agreements. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | 11. 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. Due to changing demographics and business environment, the Company performed a reassessment of its previously classified real estate finance leases in June 2023 and certain real estate operating leases in September 2023. These reassessments 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 June 2023 reassessment, the classification of some leases were changed from finance to operating, resulting in an aggregate decrease in finance lease obligations and related right-of-use (“ROU”) assets of $45,768 and $42,349, respectively, and an aggregate net increase in operating lease obligations and related ROU assets of $8,691 and $5,271, respectively. The impact of the September 2023 reassessment was an aggregate net decrease in operating lease obligations and related ROU assets of $6,084 and $6,084, 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 rent expense will be higher. The expiry dates of the leases, including reasonably certain estimated renewal periods, are between 2024 and 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. Year Ended December 31, 2023 2022 2021 Finance lease cost: Amortization of lease assets $ 5,358 $ 5,422 $ 3,155 Interest on lease liabilities 9,784 11,154 9,158 Total finance lease cost 15,142 16,576 12,313 Operating lease cost 4,819 3,402 2,585 Variable lease cost 155 390 355 Total lease cost $ 20,116 $ 20,368 $ 15,253 All extension options that are reasonably certain to be exercised have been included in the measurement of lease obligations. The Company reassesses the likelihood of extension option exercise if there is a significant event or change in circumstances within its control. Other information related to operating and finance leases as of the balance sheet dates presented are as follows: As of December 31, 2023 As of December 31, 2022 Finance Leases Operating Leases Finance Leases Operating Leases Weighted average discount rate 16.09 % 15.09 % 11.23 % 11.51 % Weighted average remaining lease term (in years) 16.6 8.7 22.7 14.1 Cash paid for amounts included in the measurement of lease liabilities $ 11,060 $ 5,168 $ 11,629 $ 3,133 The maturities of the contractual undiscounted lease liabilities as of December 31, 2023 are as follows: Finance Leases Operating Leases 2024 $ 9,718 $ 5,081 2025 10,602 5,665 2026 10,494 5,428 2027 10,002 5,185 2028 10,166 4,787 Thereafter 147,970 19,833 Total undiscounted lease liabilities 198,952 45,979 Interest on lease liabilities (137,228) (21,425) Total present value of minimum lease payments $ 61,724 $ 24,554 Lease liabilities - current portion $ 8,885 $ 4,693 Lease liabilities - non-current $ 52,839 $ 19,861 |
LEASES | 11. 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. Due to changing demographics and business environment, the Company performed a reassessment of its previously classified real estate finance leases in June 2023 and certain real estate operating leases in September 2023. These reassessments 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 June 2023 reassessment, the classification of some leases were changed from finance to operating, resulting in an aggregate decrease in finance lease obligations and related right-of-use (“ROU”) assets of $45,768 and $42,349, respectively, and an aggregate net increase in operating lease obligations and related ROU assets of $8,691 and $5,271, respectively. The impact of the September 2023 reassessment was an aggregate net decrease in operating lease obligations and related ROU assets of $6,084 and $6,084, 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 rent expense will be higher. The expiry dates of the leases, including reasonably certain estimated renewal periods, are between 2024 and 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. Year Ended December 31, 2023 2022 2021 Finance lease cost: Amortization of lease assets $ 5,358 $ 5,422 $ 3,155 Interest on lease liabilities 9,784 11,154 9,158 Total finance lease cost 15,142 16,576 12,313 Operating lease cost 4,819 3,402 2,585 Variable lease cost 155 390 355 Total lease cost $ 20,116 $ 20,368 $ 15,253 All extension options that are reasonably certain to be exercised have been included in the measurement of lease obligations. The Company reassesses the likelihood of extension option exercise if there is a significant event or change in circumstances within its control. Other information related to operating and finance leases as of the balance sheet dates presented are as follows: As of December 31, 2023 As of December 31, 2022 Finance Leases Operating Leases Finance Leases Operating Leases Weighted average discount rate 16.09 % 15.09 % 11.23 % 11.51 % Weighted average remaining lease term (in years) 16.6 8.7 22.7 14.1 Cash paid for amounts included in the measurement of lease liabilities $ 11,060 $ 5,168 $ 11,629 $ 3,133 The maturities of the contractual undiscounted lease liabilities as of December 31, 2023 are as follows: Finance Leases Operating Leases 2024 $ 9,718 $ 5,081 2025 10,602 5,665 2026 10,494 5,428 2027 10,002 5,185 2028 10,166 4,787 Thereafter 147,970 19,833 Total undiscounted lease liabilities 198,952 45,979 Interest on lease liabilities (137,228) (21,425) Total present value of minimum lease payments $ 61,724 $ 24,554 Lease liabilities - current portion $ 8,885 $ 4,693 Lease liabilities - non-current $ 52,839 $ 19,861 |
OTHER NON-CURRENT LIABILITIES
OTHER NON-CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
OTHER NON-CURRENT LIABILITIES | 12. OTHER NON-CURRENT LIABILITIES The components of accrued expenses and other current liabilities As of December 31, 2023 2022 Operating lease liabilities $ 19,861 $ 15,547 Deferred tax liabilities 3,468 — Contingent consideration liabilities — 1,395 Other non-current liabilities 5,782 4,613 Total $ 29,111 $ 21,555 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 13. DERIVATIVE LIABILITIES The continuities of the Company’s derivative liabilities are as follows: Total Derivative Liabilities (1) Balance as of January 1, 2022 $ 92,435 Derivative Warrants issued (2) 23,205 Fair value changes (91,887) Derivative Warrants exercised and settled (3) (9,619) Balance as of December 31, 2022 14,134 Fair value changes (9,589) Reclassification to equity (2,050) Down-round changes 143 Balance as of December 31, 2023 $ 2,638 (1) Refer to Note 14 - Equity for the change in number of warrants outstanding. (2) Includes fair value of 17,512,280 derivative warrants issued in connection with the Second Lien Notes issuance in December 2022, and 2,000,000 derivative warrants issued relating to the second amendment of the Acquisition Facility in December 2022. (3) Includes mandatory prepayment option on the Senior Notes of $218, which was settled in December 2022 with the Company’s redemption of the Senior Notes. T he Company’s derivative liabilities are primarily comprised of derivative warrants (“Derivative Warrants”). These are warrants to purchase SVS of the Company which were issued in connection with the Company’s Second Lien Notes and its 10% senior secured notes (the “Senior Notes”). As discussed in Note 10 - Debt, in June 2023, the Company amended the warrant agreements, previously issued with the Second Lien Notes, to decrease the warrants 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 repricing triggered certain down-round provision on some of the outstanding warrants previously issued with the Senior Notes (the “Senior Notes Warrants”). As part of the amendment the Company changed the warrants exercise price of $1.25 per warrant to $1.00 per warrant for 5,890,922 Senior Notes Warrants. With the change in exercise price the Company recorded an incremental change of $143 in the fair value of such Senior Notes Warrants after repricing as an increase to derivative liabilities with a corresponding offset to Other income (expense) (refer to Note 10 - Debt for additional information). The Derivative Warrants may be net share settled. As of December 31, 2023, there were 37,862,922 Derivative Warrants outstanding, which consisted of (i) 29,972,000 warrants with exercise price of $1.25 per warrants and expiration date in December 2024, (ii) 5,890,922 warrants with exercise price of $1.00 per warrant and expiration date in December 2024, and (iii) 2,000,000 warrants with 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 (loss) income. 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 December 31, 2023 and December 31, 2022. The assumptions used in the fair value calculations as of the balance sheet dates presented include the following: As of December 31, 2023 2022 Stock price per share $0.46 $0.76 Risk-free annual interest rate 4.01% - 4.79% 3.99% - 4.11% Exercise price $1.00 - $2.086 $1.25 - $2.086 Weighted average volatility 101% 79% Remaining life 1.00 - 2.90 years 1.98 - 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. The risk-free interest rate for the expected life of the Derivative Warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term. The expected life is based on the contractual term. If any of the assumptions used in the calculation were to increase or decrease, this could result in a material or significant increase or decrease in the estimated fair value of the derivative liability. For example, the following table illustrates an increase or decrease in certain significant assumptions as of the balance sheet dates: As of December 31, 2023 As of December 31, 2022 Input Effect of 10% Increase Effect of 10% Decrease Input Effect of 10% Increase Effect of 10% Decrease Stock price per share $ 0.46 $ 637 $ (574) $ 0.76 $ 2,529 $ (2,396) Volatility 101 % $ 680 $ (643) 79 % $ 2,070 $ (2,121) |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
EQUITY | 14. 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 December 31, 2023, the Company had 196,631,598 SVS issued and outstanding and no Multiple Voting Shares, Super Voting Shares or Preferred Shares issued and outstanding. Private Placements In January 2022, the Company closed non-brokered private placement offerings for an aggregate 3,717,392 SVS at a price of $3.68 per share to an existing investor group for aggregate gross proceeds to the Company of $13,680. Warrants Each warrant entitles the holder to purchase one share of the same class of common share. The following table summarizes the status of our warrants and related transactions for each of the presented years: Non-Derivative Warrants Derivative Warrants (1) Total Number of Warrants Weighted - Average Exercise Price Per Warrant Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (in Years) Balance, January 1, 2022 29,156,048 40,124,355 69,280,403 $ 1.19 $ 142,791 4.7 Granted (2)(3) 1,600,000 19,512,280 21,112,280 $ 2.06 Exercised (82,413) (4,261,433) (4,343,846) $ 1.26 $ 9,746 Balance, December 31, 2022 30,673,635 55,375,202 86,048,837 $ 1.40 $ 1,081 3.9 Granted (2)(4) 2,970,221 — 2,970,221 $ 0.63 Cancelled (4) (2,087,500) — (2,087,500) $ 2.18 Reclassified 17,512,280 (17,512,280) — Balance, December 31, 2023 49,068,636 37,862,922 86,931,558 $ 1.12 $ — 3.0 Exercisable, December 31, 2023 46,108,636 37,862,922 83,971,558 $ 1.11 $ — 3.0 (1) In June 2023, 5,890,922 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 13 - Derivative Liabilities for additional information. (2) The non-derivative warrants were issued for consulting or other services, therefore, these compensatory warrants are accounted for as share-based payment arrangements. (3) Derivative warrants were issued to the Second Lien Notes Holders and the Acquisition Facility Lender. Refer to Note 13 - Derivative Liabilities for more information. (4) On November 15, 2023, the Company cancelled warrants to purchase 200,000 SVS at an exercise price of $1.75 held by the Company’s Chief Financial Officer, that were originally issued on December 9, 2022, and reissued warrants to purchase 200,000 SVS at an exercise price of $0.55 and an expiration date of December 17, 2028. The grant date fair value of the non-derivative warrants issued was determined using the Black-Scholes option-pricing model. The following assumptions were used for the calculations at date of issuance. Year Ended December 31, 2023 2022 2021 Weighted average stock price $0.55 $1.74 $4.18 Weighted average expected stock price volatility 77% 81% 73% Expected annual dividend yield —% —% —% Weighted average expected life of warrants 5.1 years 5.0 years 3.5 years Weighted average risk-free annual interest rate 3.94% 3.48% 1.06% Weighted average grant date fair value $0.28 $1.13 $2.14 Share-based payment award plans Plan summary and description The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) was initially adopted in April 2019, and was amended in June 2022. The 2019 Plan is administered by the board of directors, who have delegated to the Compensation Committee the ability to grant awards with board of directors’ review for directors and officers. The purpose of the 2019 Plan is to: (i) promote and retain employees, directors and consultants capable of assuring our future success; (ii) motivate management to achieve long-range goals; and (iii) to provide compensation and opportunities for ownership and alignment of interests with shareholders. The 2019 Plan permits the grant of: (i) Stock Options; (ii) Restricted Stock Awards; (iii) Restricted Stock Units; (iv) Stock Appreciation Rights; and (v) Other Awards. Any of the Company’s employees, officers, directors, and consultants are eligible to participate (each a Participant) in the 2019 Plan if selected by the board of directors or the Compensation Committee. The basis of participation of an eligible recipient of an Award under the 2019 Plan, and the type and amount of any Award that an individual will be entitled to receive under the 2019 Plan, will be determined by board of directors and/or Compensation Committee. The Board may suspend or terminate the 2019 Plan at any time. The 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 5,772,327 as of December 31, 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 ten years from the date of grant and generally vest ratably over three years from the grant date. On November 15, 2023, the Company’s board of directors approved a limited stock option cancellation and regrant program in which a limited number of the Company’s senior management team and the Company’s non-employee directors (the “Eligible Participants”) could elect to cancel each stock option held with an exercise price per SVS of $3.91 or greater, and to be granted a replacement option to purchase an identical number of SVS. On November 17, 2023, the Eligible Participants cancelled a total of 3,224,000 stock options under this program, and were regranted the same number of stock options on December 17, 2023 at an exercise price of $0.55, with an expiration date of ten years from the grant date. The following table summarizes the status of stock options and related transactions for each of the presented years: Stock Options Weighted Average Exercise Price per Stock Options Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (in Years) Balance, January 1, 2022 20,429,120 $ 3.20 $ 11,583 8.7 Granted 13,686,806 $ 1.95 Exercised (324,998) $ 1.67 $ 620 Forfeited/expired (3,038,669) $ 4.02 Balance, December 31, 2022 30,752,259 $ 2.58 $ — 8.5 Granted 11,507,429 $ 0.54 Forfeited/expired (14,606,504) $ 3.20 Balance, December 31, 2023 27,653,184 $ 1.40 $ — 8.2 Exercisable, December 31, 2023 12,536,225 $ 1.89 $ — 6.7 The fair value of the stock options granted was determined using the Black-Scholes option-pricing model. The following assumptions were used for the calculation at date of grant: Year Ended December 31, 2023 2022 2021 Weighted average stock price $0.53 $1.95 $4.16 Weighted average expected stock price volatility 76.6% 74.1% 73.0% Expected annual dividend yield —% —% —% Weighted average expected life 5.9 years 5.7 years 6.0 years Weighted average risk-free annual interest rate 3.81% 2.88% 1.23% Weighted average grant date fair value $0.30 $1.35 $2.61 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 summarized the status of restricted stock and related transactions for each presented years: Unvested Restricted Stock Weighted-Average Grant-date Fair Value Price per Restricted Stock Average Intrinsic Value Weighted Average Remaining Vesting Term Issued and Outstanding as of January 1, 2022 2,859,151 $ 2.13 $ 9,292 1.2 Granted 86,952 $ 2.05 Vested and Released (1,789,784) $ 1.96 $ 3,601 Issued and Outstanding as of December 31, 2022 1,156,319 $ 2.45 $ 881 0.3 Cancelled (54,774) $ 2.43 Vested and Released (1,099,684) $ 2.45 $ 526 Issued and Outstanding as of December 31, 2023 1,861 $ 4.05 $ 1 0.7 Share-based compensation cost The Company recorded share-based compensation costs related to previously issued stock options, restricted stocks and compensatory warrants totaling $8,092, $23,073 and $14,506 for the years ended December 31, 2023, 2022 and 2021, respectively, and are included in selling, general and administrative operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss). As of December 31, 2023, the Company had $5,203 of unrecognized share-based compensation cost related to unvested stock options, restricted stocks and warrants and is expected to be recognized as share-based compensation cost over a weighted average period of 1.2 years as follows: 2024 $ 4,063 2025 904 2026 217 2027 19 $ 5,203 Other Equity |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTERESTS | 15. NON-CONTROLLING INTEREST The components of the Company’s non-controlling interests and related activity are as follows: Jushi Europe Agape Other Non-material Interests Total Balance as of January 1, 2021 $ 1,384 $ 1,562 $ 1 $ 2,947 Purchases of non-controlling interests — (1,562) — (1,562) Loss (2,771) — (1) (2,772) Balance as of December 31, 2021 $ (1,387) $ — $ — $ (1,387) Balance as of December 31, 2022 $ (1,387) $ — $ — $ (1,387) Balance as of December 31, 2023 $ (1,387) $ — $ — $ (1,387) Jushi Europe The Company’s non-controlling interests as of December 31, 2023 are comprised primarily of the non-controlling interest in Jushi Europe. In March 2020, the Company finalized its agreement to expand internationally through the establishment of Jushi Europe. Jushi Europe planned to build out its European business through a combination of strategic acquisitions, partnerships, and license applications, focused on supplying the highest-quality medical cannabis products to patients throughout Europe. During the first quarter of 2020, the Company received $2,000 in cash from the 49% investor partner. The Company owns 51% of Jushi Europe and is exposed, or has rights, to variable returns from Jushi Europe and has the power to govern the financial and operating policies of Jushi Europe through voting control so as to obtain economic benefits, and therefore the Company has consolidated Jushi Europe from the date of acquisition. During the fourth quarter of 2020, Jushi Europe entered into a credit agreement with a relative of the Jushi Europe non-controlling partner and received €500 (approximately $614) principal amount. In January 2021, Jushi Europe received €1,000 (approximately $1,214 as of December 31, 2021) principal amount pursuant to a credit agreement with an individual. These credit agreements accrue interest at 5% per annum, payable annually in arrears, and mature on November 11, 2024. The outstanding balance may be prepaid at any time prior to maturity without penalty and may be offset with receivables from the lender. Subsequent to December 31, 2021, it was determined that Jushi Europe was insolvent. The insolvency created an event of default under the unsecured credit agreements of Jushi Europe and the notes became immediately due and payable. In April 2021, Jushi Europe entered into an unsecured bridge loan with the Company (51% owner) and an investment partner for a total of €1,800 (~$2,141) principal amount, of which €900 (~$1,070) was contributed by the Company and is eliminated in consolidation. In September 2021, the parties amended the loan agreement and an additional €1,200 (~$1,390) in funding was provided for Jushi Europe, of which 51% was contributed by the Company and is eliminated in consolidation. The bridge loans, as amended, currently accrue interest at 0.5% per annum, which is the foreign marginal lending facility rate plus 25 basis points. All payments including interest are due on maturity, which is 180 days post amendment. These loans have not yet been repaid and are delinquent. In February 2022, Jushi Europe filed a notice of over-indebtedness with the Swiss courts. Accordingly, the Company determined that the assets of Jushi Europe were impaired and recognized an impairment loss of $4,561 for the year ended December 31, 2021. Then, the Swiss courts declared Jushi Europe’s bankruptcy in May 2022. As a result, Jushi Europe updated its corporate name to Jushi Europe SA in liquidation, which is on-going. Agape In January 2021, the Company acquired the remaining 20% of the equity interests of Agape from the non-controlling shareholders for 500,000 SVS for total estimated fair value of $3,425, based on a market price of $6.85 per share on the date of close. As a result of the transaction, the Company recorded a decrease to non-controlling interests of approximately $1,562. The difference between the fair value of the consideration paid and the amount by which the non-controlling interest is adjusted was recognized in paid-in capital. The Company now owns 100% of the issued and outstanding shares of Agape. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | 16. 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: Year Ended December 31, 2023 2022 2021 Numerator: Net income (loss) and comprehensive income (loss) attributable to Jushi shareholders $ (65,102) $ (202,324) $ 20,251 Dilutive effect of net income from derivative warrants — (91,887) (104,594) Net income (loss) and comprehensive loss attributable to Jushi shareholders - diluted $ (65,102) $ (294,211) $ (84,343) Denominator: Weighted-average shares of common stock - basic 194,770,212 190,021,550 170,292,035 Dilutive effect of derivative warrants — 14,213,882 31,318,216 Weighted-average shares of common stock - diluted 194,770,212 204,235,432 201,610,251 Earnings (loss) per share - basic $ (0.33) $ (1.06) $ 0.12 Earnings (loss) per share - diluted $ (0.33) $ (1.44) $ (0.42) In August 2021, all the 149,000 previously issued and outstanding Super Voting Shares and all the 4,000,000 previously outstanding Multiple Voting Shares were converted into SVS in accordance with their terms as described in Jushi Holdings Inc.’s Articles of Incorporation. Refer to Note 14 - Equity. The number of basic and diluted weighted-average shares outstanding for 2021 assumes the conversion of the Multi Voting Share and Super Voting Shares into SVS as of the beginning of the year. Other than voting rights, the Multi Voting Shares and Super Voting Shares had the same rights as the SVS and therefore all these shares are treated as the same class of common stock for purposes of the earnings (loss) per share calculations. The following table summarizes equity instruments that may, in the future, have a dilutive effect on earnings (loss) per share, but were excluded from consideration in the computation of diluted net earnings (loss) per share for the years ended December 31, 2023, 2022 and 2021 because the impact of including them would have been anti-dilutive: As of December 31, 2023 2022 2021 Stock options 28,783,139 30,752,259 20,429,120 Warrants (derivative liabilities and equity) 85,575,031 30,673,635 29,156,048 Unvested restricted stock awards 368,711 1,156,319 2,859,151 Convertible promissory notes — — 910,000 114,726,881 62,582,213 53,354,319 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 17. 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: Year Ended December 31, 2023 2022 2021 Retail cannabis $ 239,351 $ 261,016 $ 195,085 Wholesale cannabis 30,094 23,160 13,792 Other — 108 415 Total revenue, net $ 269,445 $ 284,284 $ 209,292 |
OPERATING EXPENSES
OPERATING EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
OPERATING EXPENSES | 18. OPERATING EXPENSES The major components of operating expenses are as follows: Year Ended December 31, 2023 2022 2021 Salaries, wages and employee related expenses $ 56,483 $ 71,237 $ 58,228 Rent and related expenses 11,789 13,162 9,722 Depreciation and amortization expense 10,656 12,724 5,805 Share-based compensation expense 8,092 23,073 14,506 Professional fees and legal expenses 7,732 10,371 6,507 Goodwill impairment 7,329 39,643 1,783 Indefinite-lived intangible asset impairment 845 111,515 — Tangible long-lived asset impairment 400 8,487 4,561 Other expenses (1) 15,720 25,599 18,047 Total operating expenses $ 119,046 $ 315,811 $ 119,159 (1) Other expenses are primarily comprised of marketing and selling expenses, insurance costs, administrative and licensing fee, software and technology costs, travel, entertainment and conferences and other. |
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE) | 19. OTHER INCOME (EXPENSE) The components of other income (expense), net are as follows: Year Ended December 31, 2023 2022 2021 Gains (losses) on investments and financial assets $ (777) $ (523) $ 1,216 Losses on debt redemptions/extinguishments/modifications — (18,858) (3,815) Gains (losses) on legal settlements (400) 24 10,350 Other gains (losses) (1,924) (482) 558 Other income (expense), net $ (3,101) $ (19,839) $ 8,309 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 20. INCOME TAXES Details of the Company’s income tax expense are as follows: Year Ended December 31, 2023 2022 2021 Current tax expense: Federal $ 27,303 $ 26,738 $ 25,501 State 3,608 7,783 9,234 30,911 34,521 34,735 Deferred tax benefit: Federal 2,281 (17,780) (5,477) State (1,386) (8,332) (1,724) Foreign (5,554) (5,969) (3,874) (4,659) (32,081) (11,075) Change in valuation allowance 5,554 6,008 5,965 Total income tax expense $ 31,806 $ 8,448 $ 29,625 The differences between the income tax expense and the expected income taxes based on the statutory tax rate applied to pre-tax earnings (loss) are as follows: Year Ended December 31, 2023 2022 2021 Income (loss) before income taxes $ (33,296) $ (193,876) $ 47,104 Statutory tax rate 21.00 % 21.00 % 21.00 % Tax expense (benefit) based on statutory rates (6,992) (40,714) 9,892 Difference in tax rates (4,463) 2,500 16,753 Gain on fair value of derivative (4,564) (44,106) (50,482) IRC Section 280E disallowed expenses 10,862 43,272 12,520 Share-based compensation 173 10,509 2,361 Interest expense and debt costs 458 13,718 3,616 Deemed interest income 842 — — Tax interest and penalties 383 — — Change in valuation allowance 5,554 6,008 5,965 State taxes, net 33 1,698 1,249 Change in uncertain tax positions 24,888 8,618 26,823 Change in state tax rates (474) (2,557) — Impairment expense 1,539 8,289 — Return to provision 2,786 — — Difference in foreign deferred and statutory tax rate 348 — — Contingent consideration 311 — — Other differences 122 1,213 928 Total income tax expense $ 31,806 $ 8,448 $ 29,625 Effective tax rate (95.5) % (4.4) % 62.9 % The Company’s income tax payable of $5,190 as of December 31, 2023 included deferral of certain 2023 estimated income tax payments. The Company files income tax returns in the U.S., various U.S. state jurisdictions, and Canada, which have varying statutes of limitations. As of December 31, 2023, with few exceptions, all tax filings remain open for assessment. Year-end deferred tax assets and liabilities were due to the following: Year Ended December 31, 2023 2022 Deferred tax assets: Lease liability $ 17,760 $ 24,328 Net operating losses 22,661 16,819 Financing fees 830 1,487 Start-up costs 603 661 Share-based compensation 817 — Interest carryforward 563 — Inventory 419 1,555 Property and equipment 1,149 — Other deferred tax assets 1,314 619 Valuation allowance (22,951) (17,397) $ 23,165 $ 28,072 Deferred tax liabilities: Right-of-use assets $ (18,414) $ (21,865) Intangible assets (5,211) (5,235) Property and equipment — (693) Other deferred tax liabilities (235) (80) $ (23,860) $ (27,873) Net deferred tax asset (liabilities) (1) $ (695) $ 199 (1) Net deferred tax assets are included in other non-current assets while net deferred tax liabilities are included in other non-current liabilities in the consolidated balance sheets. Realization of deferred tax assets associated with the net operating loss carryforwards is dependent upon generating sufficient taxable income prior to their expiration. A valuation allowance to reflect management's estimate of the temporary deductible differences that may expire prior to their utilization has been recorded at December 31, 2023 and 2022. As of December 31, 2023, the Company had $71,706 of non-capital Canadian losses, $1,560 of capital Canadian losses, $8,177 of other foreign losses, $56,881 of state net operating losses which expire in 2032-2044. The Company has not recorded $31,270 of these state net operating losses as an unrecognized tax benefit. To the extent that the benefit from these loss carryforwards are not expected to be realized, the Company has recorded a valuation allowance as follows: $71,706 for non-capital Canadian losses, $1,560 for capital Canadian losses, $8,177 for other foreign losses, $1,840 for state net operating losses. Due to its cannabis operations, the Company is subject to the limits of Internal Revenue Code ("IRC") Section 280E for U.S. federal income tax purposes as well as state income tax purposes for all states except for California and Colorado. Starting with the 2022 tax year, Massachusetts and New York also decoupled from IRC Section 280E, and in 2023, Illinois also decoupled from IRC Section 280E. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to cost of goods sold. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. 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. In connection with the preparation and filing of the fiscal 2022 federal income tax return, the Company changed its previous application of 280E to exclude certain parts of its business. However, since the Company’s new tax position on 280E may be challenged by the IRS, the Company elected to treat the deductibility of these related expenses as an uncertain tax position. As of December 31, 2023, the balances in income tax payable and unrecognized tax benefits on the consolidated balance sheets include the impact of the new tax position on 280E, which decreased current liabilities with a corresponding increase in non-current liabilities. There was no material impact to the consolidated statements of operations and comprehensive income (loss). The Company’s tax returns benefited from not applying IRC Section 280E to certain entities of the consolidated group either due to the entity not yet starting operations or because the entity had a separate trade or business that was not medical or recreational cannabis operations. The Company has also treated certain expenses as cost of sales for tax purposes which were treated as selling, general and administrative expenses for financial statement purposes. The Company determined that it is not more likely than not these tax positions would be sustained under examination. As a result, the Company has a liability for unrecognized tax benefits of $100,343 and $57,200 as of December 31, 2023 and 2022, respectively, inclusive of interest and penalties. Additionally, there are unrecognized deferred tax benefits of $17,303 and $3,412 as of December 31, 2023 and 2022, respectively. The Company anticipates that it is reasonably possible that its new tax position on 280E may require changes to the balance of unrecognized tax benefits within the next 12 months. However, an estimate of such changes cannot reasonably be made. The total amount of interest and penalties related to the liability for unrecognized tax benefits recorded in income tax expense for the year ended December 31, 2023 were $6,676 and $0, respectively. The total amount of interest and penalties related to the liability for unrecognized tax benefits recorded within income tax expense for the year ended December 31, 2022, was $2,907 and $4,783, respectively. The total amount of interest and penalties related to the liability for unrecognized tax benefits recorded within income tax expense for the year ended December 31, 2021, was $643 and $2,742. A reconciliation of the beginning and ending amount of unrecognized tax benefits (exclusive of interest and penalties) are as follows: Balance at January 1, 2022 $ 41,503 Reductions based on lapse of statute of limitations (552) Additions based on tax positions related to the current year 1,452 Reductions based on tax positions related to the prior year (127) Additions for tax positions of prior years recorded to goodwill 5,982 Balance at December 31, 2022 $ 48,258 Reductions based on lapse of statute of limitations (1,946) Additions based on tax positions related to the current year 19,843 Additions based on tax positions related to the prior year 38,470 Balance at December 31, 2023 $ 104,625 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 21. RELATED PARTY TRANSACTIONS The Company had the following related party transactions: Year Ended December 31, As of December 31, 2023 2022 2021 2023 2022 Nature of transaction Related Party Income (Expense) Related Party Receivable (Payable) Management services agreements (1) $ — $ — $ (42) $ — $ — Senior Notes - interest expense and principal amount (2) $ — $ (26) $ (4) $ — $ — Second Lien Notes - interest expense and principal amount (3) $ (2,223) $ (138) $ — $ (19,788) $ (17,491) Other debt (4) $ — $ — $ — $ (3,298) $ (3,189) Loans to senior key management - interest income (5) $ — $ — $ 90 $ — $ — (1) Includes fees paid to entities controlled by the Company’s Chief Executive Officer, James Cacioppo, for shared costs of administrative services, the provision of financial and research-related advice, and sourcing and assisting in mergers, acquisitions and capital transactions. These amounts are included in operating expenses within the consolidated statements of operations and comprehensive income (loss). (2) Fo r the year ended December 31, 2022 , interest expense includes amounts related to certain senior key management, directors and other employees as well as a significant investor. Interest expense for the year ended December 31, 2022 and 2021 cannot be reliably determined as the majority of the Senior Notes were publicly traded. (3) Fo r the year ended December 31, 2023 and 2022 , the Second Lien Notes payable and the related interest expense includes amounts related to certain senior key management as well as a significant investor. See Note 10 - Debt for information about the issuance of these notes. (4) Other debt relates to Jushi Europe. On February 16, 2022, 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. Refer to Note 15 - Non-Controlling Interest for more information. (5) In January 2021, an executive received a loan from the Company of $174 for withholding tax requirements for RSAs issued to the executive, which was repaid in full via payroll deductions. In April 2019, the Company entered into promissory notes with certain executives for the purchase of restricted stock, pursuant to which those executives borrowed an aggregate of $1,813 at a rate of 2.89% per annum, compounded annually. As these loans were non-recourse loans under the accounting guidance they were not reflected in the consolidated balance sheet or table above. As of December 31, 2021, all these balances plus accrued interest have been settled. The balances including accrued interest were settled as part of the executive’s regular pay and bonus, severance or via shares repurchased by the Company. During the year ended December 31, 2021, the Company received 471,757 shares from key management personnel in full settlement of principal amount $2,007 outstanding promissory notes and related interest. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 22. COMMITMENTS AND CONTINGENCIES Contingencies Although the possession, cultivation and distribution of cannabis for medical and recreational use is permitted in certain states, cannabis is classified as a Schedule-I controlled substance under the U.S. Controlled Substances Act and its use remains a violation of federal law. The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management believes that the Company is in material compliance with applicable local and state regulations as of December 31, 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 20 - 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 December 31, 2023, except as set forth below, 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, Inc. (“MJ’s”) filed a complaint in federal district court in Massachusetts adverse to Jushi Holdings Inc. and certain 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 disputes such allegations, believes it has substantial defenses 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 believes it 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. Refer to Note 25 - Subsequent Events for updated information on this matter. Refer to Note 15 - Non-Controlling Interest for the information regarding the bankruptcy of Jushi Europe. Commitments In addition to the contractual obligations outlined in Note 10 - Debt and Note 11 - Leases, the Company has the following commitments as of December 31, 2023: Property and Construction Commitments In connection with various license applications, the Company may enter into conditional leases or other property commitments which will be executed if the Company is successful in obtaining the applicable license and/or resolving other contingencies related to the license or application. In addition, the Company expects to incur capital expenditures for leasehold improvements and construction of buildouts of certain locations, including for properties for which the lease is conditional on obtaining the applicable related license or for which other contingencies exist. If the Company were to be unsuccessful in obtaining a particular license or certain other conditions are not met, the previously capitalized improvements and buildouts relating to that license may need to be expensed in future periods in the statements of operations and comprehensive income (loss). 401(k) Plan The Company maintains a 401(k) plan, which is generally available to eligible employees. The Company makes safe harbor matching contributions, subject to a maximum contribution of 4% of the participant’s compensation. The employer matching contributions to the 401(k) plan were $677, $1,030 and $616 for the years ended December 31, 2023, 2022 and 2021 , respectively. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS | 23. FINANCIAL INSTRUMENTS The following table sets forth the Company’s financial assets and liabilities, subject to fair value measurements on a recurring basis, by level within the fair value hierarchy: As of December 31, 2023 2022 Financial assets: (1) Equity investment (2) $ 200 $ 977 Total financial assets $ 200 $ 977 Financial liabilities: (1) Derivative liabilities (3) $ 2,638 $ 14,134 Contingent consideration liabilities (4) 817 4,793 Total financial liabilities $ 3,455 $ 18,927 (1) The Company has no financial assets or liabilities in Level 1 or 2 within the fair value hierarchy as of December 31, 2023 and 2022, and there were no transfers between hierarchy levels during the years ended December 31, 2023 and 2022. (2) The Company adjusted its equity investment carrying value as of December 31, 2023 and 2022 to reflect its equity balance of the investee, resulting in the recording of a loss on investment of $777 and $523 during the years ended December 31, 2023 and 2022, respectively. The loss on investment is included within other income (expense), net in the consolidated statements of operations and comprehensive income (loss). (3) Refer to Note 13 - Derivative Liabilities (4) Refer to Note 6 - Acquisitions The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and certain accrued expenses, and certain other assets and liabilities held at amortized cost, approximate their fair values due to the short-term nature of these instruments. The equity investment approximates its fair value at December 31, 2023 and 2022, respectively. The carrying amounts of the promissory notes approximate their fair values as the effective interest rates are consistent with market rates. The carrying amount of the Second Lien Notes and the Senior Notes approximates its fair values as of December 31, 2023 and 2022, respectively. |
BUSINESS CONCENTRATION
BUSINESS CONCENTRATION | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
BUSINESS CONCENTRATION | 24. BUSINESS CONCENTRATION There was no single customer that amounted to more than 10% of the Company’s total sales for the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023 , one customer represented 19% of the Company’s total accounts receivable balance. As of December 31, 2022 , one customer represented 10% of the Company’s total accounts receivable balance. For the year ended December 31, 2023, the Company made inventory purchases of 19% from one vendor. For each year ending December 31, 2022 and 2021, approximately 37% and 36%, respectively, of the Company’s inventory purchases were purchased from its two largest vendors. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 25. SUBSEQUENT EVENTS Debt Exchange On January 24, 2024, the Company entered into two Note Exchange Agreements with holders of approximately $9,850 of the Company’s unsecured debt (the “Existing Notes”). Upon closing of the transactions contemplated in the Note Exchange Agreements on February 6, 2024, the holders of the Existing Notes delivered the Existing Notes to the Company for cancellation, and the Company: (1) issued to certain direct and beneficial holders of the Existing Notes an aggregate of $4,750 principal amount of Second Lien Notes; (2) issued to certain direct and beneficial holders of the Existing Notes fully-detached warrants to purchase an aggregate of 1,800,000 of the Company’s SVS, with each warrant having an exercise price of $1.00 per SVS and an expiration of December 7, 2026; and (3) paid to the direct holders of the Existing Notes an aggregate of $2,750 in cash. Pacific Collective Matter |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income (loss) and comprehensive income (loss) attributable to Jushi shareholders | $ (65,102) | $ (202,324) | $ 20,251 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | The accompanying consolidated financial statements present the consolidated financial position and operations of Jushi Holdings Inc. and its subsidiaries and entities over which the Company has control, in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The accounts of the subsidiaries are prepared for the same reporting period using consistent accounting policies. Intercompany balances and transactions are eliminated in consolidation. |
Going Concern and Liquidity | As reflected in the 2023 consolidated financial statements, the Company used net cash of $3,318 for operating activities for the year ended December 31, 2023, and as of that date, the Company’s current liabilities exceeded its current assets by $80,825. Such current liabilities as of December 31, 2023 include aggregate contractual maturities of (i) $60,125 of the Senior Secured Credit Facility debt that is to be paid in cash within the next twelve months, absent a refinancing, (ii) $22,484 of debt (including $1,817 of interest and $4,167 of milestone accruals) that are subject to indemnity claims in favor of the Company and not currently expected to be paid in cash within the next twelve months and (iii) $3,298 debt related to Jushi Europe SA, where the payments are subject to completion of the liquidation of Jushi Europe. Refer to Note 10 - Debt and Note 22 - Commitments and Contingencies for more information. Absent a refinancing, the Company will not meet its obligations within the next year. Management believes that with refinancing, the Company would meet its obligations. As a result of the above, substantial doubt exists about the Company’s ability to continue as a going concern within the next twelve months from the date these financial statements are issued. The Company has a history of refinancing its debt and management intends to refinance the Senior Secured Credit Facility debt before the maturity date. The ability to continue as a going concern is dependent upon future financing. There is no assurance that the Company will be successful in this or any of its endeavors and continue as a going concern. Additionally, the Acquisition Facility, as further described in Note 10 - Debt , contains certain financial and other covenants with which the Company is required to comply. The required financial covenants relate to (i) a minimum unrestricted cash and cash equivalents balance requirement and (ii) a minimum quarterly revenue requirement. On February 24, 2023, February 27, 2023, and 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 waivers for the first two instances of non-compliance on April 17, 2023, and received a waiver for the third instance of non-compliance on May 11, 2023. Because the Company anticipated that the audit reports associated with the Company’s financial statements for the years ended December 31, 2022 and December 31, 2023 would contain a going concern qualification, and such going concern qualifications would constitute non-compliance with an affirmative covenant requiring the Company to obtain auditor reports associated with its annual financial statements that do not contain a going concern qualification, the Company obtained waivers of non-compliance with the aforementioned affirmative covenant on April 17, 2023, and March 12, 2024, respectively. As previously reported in the 2022 consolidated financial statements, the Company incurred a loss from operations of $220,333, including non-cash asset impairment charges of $159,645, and used net cash of $21,416 for operating activities for the year ended December 31, 2022, and as of that date, the Company’s current liabilities exceeded its current assets by $37,577. Since inception, management has focused on building a diverse portfolio of assets in attractive markets to vertically integrate its business. As such, the Company incurred losses as it continued to expand. Management has put in place plans to increase the profitability of the business in fiscal year 2023 and beyond. In order to achieve profitable future operations, management began to commercialize production from its recently expanded grower-processing facilities in Pennsylvania and Virginia, as well as implemented a cost savings and efficiency optimization plan which included, among others, reduction in labor and packaging costs as well as operating efficiencies at the Company’s retail and grower-processing facilities. As a result of the above, substantial doubt existed about the Company’s ability to continue as a going concern within the next twelve months from the date the 2022 Consolidated Financial Statements were issued (April 17, 2023). Management funded the Company’s operations, capital expenditures and debt service with existing cash and cash equivalents on hand, cash generated from operations and sales of non-core assets. The ability to continue as a going concern was dependent upon profitable future operations and positive cash flows from operations as well as future sales of assets. There was no assurance at that time that the Company would be successful in these efforts and continue as a going concern. |
Functional and Reporting Currency | The functional currency of the Company and its subsidiaries, as determined by management, is the U.S. dollar. The Company’s reporting currency is the U.S. dollar. These consolidated financial statements are presented in thousands of U.S. dollars unless otherwise noted. Transactions in foreign currencies are recorded at a rate of exchange approximating the prevailing rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the statement of financial position date are translated into the functional currency at the foreign exchange rate in effect at that date. Realized and unrealized exchange gains and losses are recognized through profit and loss. |
Use of Estimates | The preparation of these consolidated financial statements and accompanying notes requires us to make estimates and assumptions that affect amounts reported. Estimates are used to account for certain items such as the valuation of inventories, including stage of growth of cannabis plants, the likelihood the plants will grow to full maturity, and the estimated yields from harvest and conversion to finished goods; the assessment of business combinations and asset acquisitions and the fair values of the assets and liabilities acquired; the fair value of purchase consideration and contingent consideration; the useful lives of definite lived intangible assets and property and equipment; impairment; share-based compensation; leases; income tax provision and uncertain tax positions; the collectability of receivables; and other items requiring judgment. Estimates are based on historical information and other assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ materially. |
Cash, Cash Equivalents and Restricted Cash | The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions and cash held at retail locations. Cash and cash held in money market investments are carried at fair value. When the use of a cash balance is subject to regulatory or contractual restrictions and therefore not available for general use by the Company, the Company classifies the cash as restricted cash. The Company maintains cash balances in certain bank accounts in excess of the Federal Deposit Insurance Corporation limits. The failure of a financial institution where the Company has significant deposits in excess of the Federal Deposit Insurance Corporation limits could result in a loss of a portion of such cash balances in excess of the insured limit, which could materially and adversely affect the Company’s business, financial condition and results of operations. |
Accounts Receivable and Expected Credit Losses | Accounts receivable are recorded at the invoiced amount and do not bear interest. Expected credit losses (or “allowance”) reflects the Company’s estimate of amounts in its existing accounts receivable that may not be collected due to customer claims or customer inability or unwillingness to pay. Collectability of accounts receivable is reviewed on an ongoing basis. Expected credit losses are determined based on a combination of factors, including the Company’s risk assessment regarding the specific exposures, credit worthiness of its customers, historical collection experience and length of time the receivables are past due. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. The Company’s charges to provision for credit losses and write-off of uncollectible receivables during each financial periods presented in the consolidated statements of operations and comprehensive income (loss) and its related allowance at each respective balance sheet date were not material given that a significant majority of the Company’s sales were collected in cash at the point of sale. For certain customers, whom are also vendors of the Company that meet the right of setoff criteria within ASC 210-20, Balance Sheet Offsetting |
Inventories | Inventories are comprised of raw materials, work in process, finished goods and packaging materials. Inventories primarily consist of cannabis plants, dried cannabis, cannabis trim, and cannabis derivatives such as oils and edible products, and accessories. Inventories are initially recorded at cost and subsequently at the lower of cost or net realizable value. Costs incurred during the growing and production processes are capitalized as incurred. These costs include direct materials, labor and manufacturing overhead used in the growing and production processes. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs to complete and sell. Cost is primarily determined on an average cost basis. The Company also reviews inventory for obsolete and slow-moving goods and writes down inventory to net realizable value. |
Property, Plant and Equipment | Property, plant, and equipment (“PP&E”) are measured at cost less accumulated depreciation, and impairment losses, if applicable. Purchased property and equipment are initially recorded at cost, or, if acquired in a business combination, at the acquisition date fair value. Finance lease right-of-use assets are recognized at inception based on the present value of minimum future lease payments. Land has an unlimited useful life and is, therefore, not depreciated. An asset’s residual value, useful life and depreciation method are reviewed annually and adjusted prospectively if necessary. Construction-in-process (“CIP”) represents assets under construction and is measured at cost, including borrowing costs incurred during the construction of qualifying assets. When construction on a property is complete and available for use, the cost of construction which has been included in CIP will be reclassified to buildings and improvements, leasehold improvements or furniture and fixtures, as appropriate, and depreciated. |
Impairment of Long-Lived Assets | Property and equipment, as well as right-of-use assets and definite lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require these long-lived assets to be tested for possible impairment and the Company’s analysis indicates that a possible impairment exists based on an estimate of undiscounted future cash flows, the Company is required to estimate the fair value of the asset. An impairment charge is recorded for the excess of the asset’s or asset group’s carrying value over its fair value, if any. Asset groups have identifiable cash flows and are largely independent of other asset groups. The Company assesses the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including recent third-party comparable sales and discounted cash flow models. The Company’s impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, and other assumptions. |
Business Combinations | Acquisitions are assessed under ASC 805 Business Combinations, and judgement is required to determine whether a transaction qualifies as an asset acquisition or business combination. The Company includes in these financial statements the results of operations of the businesses acquired from the acquisition date. Acquisition-related expenses are recognized separately from a business combination and are expensed as incurred. The Company allocates the purchase price of the business combination to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. To the extent the fair value of the net assets acquired, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized in the statement of operations and comprehensive income (loss). Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. No goodwill is recognized in an asset acquisition. |
Variable Interest Entities | The Company determines at the inception of each arrangement whether an entity in which the Company has made an investment or in which it has other variable interests is considered a variable interest entity (“VIE”). The Company consolidates VIEs when it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has the power to direct activities that most significantly affect the economic performance of the VIE and has the obligation to absorb the majority of their losses or benefits. If the Company is not the primary beneficiary in a VIE, the VIE will be accounted for in accordance with other applicable accounting guidance. Periodically, the Company assesses whether any changes in the Company’s interest or relationship with the entity affect the determination of whether the entity is a VIE and, if so, whether the Company is the primary beneficiary. |
Intangible Assets | Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. The estimated useful lives, residual values and amortization methods are reviewed annually, and any changes in estimates are accounted for prospectively. Finite lived intangible assets are amortized using the straight-line method over their estimated useful lives. |
Goodwill and Indefinite Lived Intangibles | In accordance with ASC 350 Intangibles - Goodwill and Other, the Company reviews goodwill and indefinite lived intangibles for impairment at the reporting unit level at least annually as of November 30, or when events or circumstances dictate, more frequently. At the time of a business combination, goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. The Company first performs a qualitative assessment to determine if it is more-likely-than-not that the reporting unit’s carrying value, which includes goodwill and intangibles, is less than its fair value, indicating a potential for impairment, and therefore requiring a quantitative assessment. If the Company determines that a quantitative impairment test is required, the Company typically uses a combination of an income approach, i.e., a discounted cash flow calculation, and a market approach, i.e., using a market multiple method, to determine the fair value of each reporting unit, and then compare the fair value to its carrying amount to determine the amount of impairment, if any. If a reporting unit’s fair value is less than its carrying amount, the Company would record an impairment charge based on that difference, up to the amount of goodwill and intangibles allocated to that reporting unit. The quantitative impairment test requires the application of a number of significant assumptions, including estimated revenue growth rates, profit margins, terminal value growth rates, market multiples, and discount rates. The projections of future cash flows used to assess the fair value of the reporting units are based on the internal operation plans reviewed by management. The market multiples are based on comparable public company multiples. The discount rates are based on the risk-free rate of interest and estimated risk premiums for the reporting units at the time the impairment analysis is prepared or such evaluation date. |
Leases | In accordance with ASC 842 Leases, the Company determines if an arrangement is a lease at inception. When a leasing arrangement is identified, a determination is made at inception as to whether the lease is an operating or a finance lease. Operating lease right-of-use (“ROU”) assets and operating lease (current and non-current) liabilities and finance lease ROU assets and finance lease (current and non-current) liabilities are recognized in the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and are expensed in the consolidated statements of operations on a straight-line basis over the lease term. ROU assets represent the Company’s right to use an underlying asset in which the Company obtains substantially all of the economic benefits and the right to direct the use of the asset during the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, using a discount rate equivalent to the Company’s incremental borrowing rate for a term similar to the estimated duration of the lease, as the rates implicit in the Company’s leases are not readily available. Payments that are not fixed at the commencement of the lease are considered variable and are excluded from the ROU asset and lease liability calculations. For finance leases, interest expense on lease liabilities is recognized using the effective interest method, and amortization of the related ROU asset is on a straight-line basis. Refer to Property, Plant and Equipment above for the useful lives of finance lease ROU assets. Operating lease cost, which includes the interest on the lease liability and amortization of the related ROU asset, is recognized on a straight-line basis over the lease term. Topic 842 requires lessees to discount lease payments using the rate implicit in the lease if that rate is readily available in accordance with Topic 842. If that rate cannot be readily determined, the lessee is required to use its incremental borrowing rate. The Company generally uses the incremental borrowing rate when initially recording leases. Information from the lessor regarding the fair value of underlying assets and initial direct costs incurred by the lessor related to the leased assets is not available. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Topic 842 requires lessees to estimate the lease term. In determining the period which the Company has the right to use an underlying asset, management considers the non-cancellable period along with all facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. |
Leases | In accordance with ASC 842 Leases, the Company determines if an arrangement is a lease at inception. When a leasing arrangement is identified, a determination is made at inception as to whether the lease is an operating or a finance lease. Operating lease right-of-use (“ROU”) assets and operating lease (current and non-current) liabilities and finance lease ROU assets and finance lease (current and non-current) liabilities are recognized in the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and are expensed in the consolidated statements of operations on a straight-line basis over the lease term. ROU assets represent the Company’s right to use an underlying asset in which the Company obtains substantially all of the economic benefits and the right to direct the use of the asset during the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, using a discount rate equivalent to the Company’s incremental borrowing rate for a term similar to the estimated duration of the lease, as the rates implicit in the Company’s leases are not readily available. Payments that are not fixed at the commencement of the lease are considered variable and are excluded from the ROU asset and lease liability calculations. For finance leases, interest expense on lease liabilities is recognized using the effective interest method, and amortization of the related ROU asset is on a straight-line basis. Refer to Property, Plant and Equipment above for the useful lives of finance lease ROU assets. Operating lease cost, which includes the interest on the lease liability and amortization of the related ROU asset, is recognized on a straight-line basis over the lease term. Topic 842 requires lessees to discount lease payments using the rate implicit in the lease if that rate is readily available in accordance with Topic 842. If that rate cannot be readily determined, the lessee is required to use its incremental borrowing rate. The Company generally uses the incremental borrowing rate when initially recording leases. Information from the lessor regarding the fair value of underlying assets and initial direct costs incurred by the lessor related to the leased assets is not available. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Topic 842 requires lessees to estimate the lease term. In determining the period which the Company has the right to use an underlying asset, management considers the non-cancellable period along with all facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. |
Segment | The Company operates a vertically integrated cannabis business in one reportable segment for the cultivation, manufacturing, distribution and sale of cannabis in the U.S. All of the Company’s revenues were generated within the U.S., and substantially all long-lived assets are located within the U.S. |
Revenue Recognition | The Company recognizes revenue in accordance with ASC 606 Revenue from Contracts with Customers (“ASC 606”). ASC 606 requires revenue to be recognized when control of the promised goods or services are transferred to customers at an amount that reflects the consideration that the Company expects to receive. Application of ASC 606 requires a five-step model applicable to all product offering revenue streams as follows: (1) identify a customer along with a corresponding contract; (2) identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; (3) determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; (4) allocate the transaction price to the performance obligation(s) in the contract; and (5) recognize revenue when or as the Company satisfies the performance obligation(s). Contract assets, as defined in ASC 606, include amounts that represent the right to receive payment for goods and services that have been transferred to the customer with rights conditional upon something other than the passage of time. Contract liabilities are defined in the standard to include amounts that reflect obligations to provide goods and services for which payment has been received. The Company has no contract assets or unsatisfied performance obligations as of each balance sheet date presented in its consolidated balance sheets. Under ASC 606, revenue from the sale of medicinal and adult-use cannabis and derivative products has a single performance obligation and revenue is recognized at the point in time when control of the product transfers and the Company’s obligations have been fulfilled. This generally occurs upon delivery and acceptance by the customer. Amounts disclosed as revenue are net of allowances and discounts. Discounts issued with respect to retail sales are not variable consideration and represent a margin-driven decision. Taxes collected from customers for remittance to governmental authorities are excluded from revenue. For some of its retail locations, the Company offers a loyalty reward program to its dispensary customers. A portion of the revenue generated in a sale is allocated to the loyalty points earned. The Company records a reduction in revenue and a liability based on the estimated probability of the point obligation incurred, calculated based on a standalone selling price of each loyalty point. Loyalty reward credits issued as part of a sales transaction results in revenue being deferred until the loyalty reward is redeemed by the customer. Loyalty points expire six months from award date and the Company estimates forfeitures based on historical forfeitures. |
Cost of Goods Sold | Cost of goods sold includes the costs directly attributable to revenue recognition and includes compensation and fees for services, travel and other expenses for services and costs of products and equipment. |
Operating Expenses | Operating expenses represent costs incurred at the Company’s corporate and administrative offices, primarily related to: compensation expenses, including share-based compensation; depreciation and amortization; professional fees and legal expenses; marketing, advertising and selling costs; facility-related expenses, including rent and security; insurance; software and technology expenses; impairments; and acquisition and deal costs. Advertising and promotion costs are included as a component of operating expenses and are expensed as incurred. |
Stock-Based Payment Arrangements | The Company accounts for equity-settled share-based payments in accordance with ASC 718 Compensation – Stock Compensation, which requires the Company to recognize share-based compensation expenses related to grants of stock options, restricted stock awards (“RSAs”) and compensatory warrants to employees and non-employees based on the fair value of the share-based payments over the vesting period with a corresponding offsetting amount to paid-in capital within equity in the accompanying consolidated balance sheets. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period. No adjustment is made to any expense recognized in prior periods if vested stock options or warrant awards expire without being exercised. For share-based payments, the Company recorded the share-based compensation expenses using the graded vesting basis and are included in selling, general and administrative operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss). The fair value of stock options and compensatory warrants is estimated using the Black-Scholes valuation model, which requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term. The Company accounts for forfeitures of share-based grants as they occur. If any of the assumptions used in the Black-Scholes model or the anticipated number of shares to be vested change significantly, share-based compensation expense may differ materially in the future from that recorded in the current period. The fair value of RSAs is estimated based on the Company’s stock on grant date. |
Income Taxes | Income tax expense is the total of the cu rrent period income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. As the Company operates in the legal cannabis industry, the Company is subject to the limits of Internal Revenue Code (“IRC”) Section 280E for U.S. federal income tax purposes as well as state income tax purposes for all states except for California and Colorado. Starting with the 2022 tax year, Massachusetts and New York decoupled from IRC Section 280E, and in 2023, Illinois also decoupled from IRC Section 280E. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to sales of product, i.e. the cost of producing the products or cost of production. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. In connection with the preparation and filing of the fiscal 2022 federal income tax return, the Company changed its previous application of 280E to exclude certain parts of its business. In accordance with ASC 740 Income Taxes, a tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater t han 50% likely of being realized upon examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The Company is treated as a U.S. corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes, the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company (as defined in the Income Tax Act (Canada)) for Canadian income tax purposes. As a result, the Corporation is subject to taxation both in Canada and the U.S. |
Earnings or Loss per Share | Basic earnings or loss per share is computed by dividing the net income or loss attributable to Jushi shareholders by the basic weighted average number of shares of common stock outstanding for the period. Diluted earnings or loss per share is computed by dividing the net income or loss attributable to Jushi shareholders by the sum of the weighted average number of shares of common stock outstanding for the period, and the number of additional shares of common stock that would have been outstanding if the Company’s outstanding potentially dilutive securities had been issued. Potentially dilutive securities include stock options, warrants, unvested restricted stock, convertible promissory notes, and vested restricted stock issued to employees for which a corresponding non-recourse promissory note receivable with the employee is outstanding until the notes are repaid. The dilutive effect of potentially dilutive securities is reflected in diluted earnings or loss per share by application of the treasury stock method, except if its impact is anti-dilutive. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. |
Fair Value of Financial Instruments | The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: (i) Level 1 – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; (ii) Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by the observable market data for substantially the full term of the assets or liabilities; (iii) Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Refer to Note 23 - Financial Instruments. |
Emerging Growth Company | As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed in Recent Accounting Pronouncements reflect this election. |
Recent Accounting Pronouncements | Adoption of New Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04) . The FASB issued guidance eliminates the performance of Step 2 from the goodwill impairment test. In performing its annual or interim impairment testing, an entity will instead compare the fair value of the reporting unit with its carrying amount and recognize any impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The amendments in this ASU are effective for the Company for fiscal years beginning after December 15, 2022 with early adoption permitted, as amended by ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) and ASU 2021-03, Intangibles—Goodwill and Other (Topic 350) . The Company early adopted ASU 2017-04 in 2022. See Note 7 - Goodwill and Other Intangible Assets for additional information. Accounting Standards Issued But Not Yet Adopted In June 2020, the FASB issued ASU 2020-06 Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The FASB issued guidance requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree prepared financial statements in accordance with generally accepted accounting principles). The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . The FASB issued guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements . The FASB issued guidance clarifies the accounting for leasehold improvements associated with common control leases, by requiring that leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset through a lease. Additionally, leasehold improvements associated with common control leases should be accounted for as a transfer between entities under common control through an adjustment to equity if, and when, the lessee no longer controls the use of the underlying asset. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 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: As of December 31, 2023 2022 2021 Cash and cash equivalents $ 26,027 $ 26,196 $ 94,962 Restricted cash - current (1) 3,128 — — Restricted cash - non-current (1) 2,150 950 525 Cash, cash equivalents and restricted cash $ 31,305 $ 27,146 $ 95,487 (1) Restricted cash primarily relates to the Manassas Mortgage. Refer to Note 10 - Debt for more information. |
Schedule of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: As of December 31, 2023 2022 2021 Cash and cash equivalents $ 26,027 $ 26,196 $ 94,962 Restricted cash - current (1) 3,128 — — Restricted cash - non-current (1) 2,150 950 525 Cash, cash equivalents and restricted cash $ 31,305 $ 27,146 $ 95,487 (1) Restricted cash primarily relates to the Manassas Mortgage. Refer to Note 10 - Debt for more information. |
Components of Property, Plant and Equipment | Depreciation is recognized on a straight-line basis over the following periods: Buildings and building components 7 - 30 years Leasehold improvements The lesser of the term of the lease or the estimated useful life of the asset: 1 - 28 years Machinery and equipment 1 - 10 years Furniture, fixtures and office equipment (including computer) 2 - 7 years Finance lease ROU assets - buildings 14 - 28 years Finance lease ROU assets - machinery and equipment 3 - 5 years The components of property, plant and equipment (“PPE”) are as follows: As of December 31, 2023 2022 Buildings and building components $ 88,527 $ 80,697 Land 12,956 14,085 Leasehold improvements 46,660 43,472 Machinery and equipment 27,050 27,615 Furniture, fixtures and office equipment (including computer) 21,146 16,126 Construction-in-process 1,968 20,086 Total property, plant and equipment - gross 198,307 202,081 Less: Accumulated depreciation (39,039) (24,326) Total property, plant and equipment - net $ 159,268 $ 177,755 |
INVENTORY, NET (Tables)
INVENTORY, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories, net, are as follows: As of December 31, 2023 2022 Cannabis plants $ 4,478 $ 4,347 Harvested cannabis and packaging 10,994 9,052 Total raw materials 15,472 13,399 Work in process 4,293 7,845 Finished goods 13,821 13,845 Total inventories, net $ 33,586 $ 35,089 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 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: As of December 31, 2023 2022 Employee retention credit receivable $ 10,140 $ — Prepaid expenses and deposits 2,716 3,409 Assets held for sale 1,647 — Other current assets 1,011 548 Total prepaid expenses and other current assets $ 15,514 $ 3,957 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | Depreciation is recognized on a straight-line basis over the following periods: Buildings and building components 7 - 30 years Leasehold improvements The lesser of the term of the lease or the estimated useful life of the asset: 1 - 28 years Machinery and equipment 1 - 10 years Furniture, fixtures and office equipment (including computer) 2 - 7 years Finance lease ROU assets - buildings 14 - 28 years Finance lease ROU assets - machinery and equipment 3 - 5 years The components of property, plant and equipment (“PPE”) are as follows: As of December 31, 2023 2022 Buildings and building components $ 88,527 $ 80,697 Land 12,956 14,085 Leasehold improvements 46,660 43,472 Machinery and equipment 27,050 27,615 Furniture, fixtures and office equipment (including computer) 21,146 16,126 Construction-in-process 1,968 20,086 Total property, plant and equipment - gross 198,307 202,081 Less: Accumulated depreciation (39,039) (24,326) Total property, plant and equipment - net $ 159,268 $ 177,755 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions | The Company had the following acquisitions during the year ended December 31, 2022: (i) Apothecarium; and (ii) NuLeaf (each as defined below). The following table summarizes the preliminary purchase price allocatio ns as of their respective acquisition dates: NuLeaf Apothecarium Total Assets Acquired: Cash and cash equivalents $ 618 $ 25 $ 643 Prepaids and other assets 278 32 310 Accounts receivable, net 39 — 39 Inventory 5,334 699 6,033 Indemnification assets (1) 5,734 — 5,734 Property, plant and equipment 11,880 498 12,378 Right-of-use assets - finance lease 4,598 2,333 6,931 Right-of-use assets - operating lease 1,067 — 1,067 Intangible assets (2) 14,097 8,600 22,697 Deposits 110 301 411 Total assets acquired $ 43,755 $ 12,488 $ 56,243 Liabilities Assumed: Accounts payable and accrued liabilities $ 584 $ 497 $ 1,081 Finance lease obligations 5,054 2,323 7,377 Operating lease obligations 1,067 — 1,067 Deferred tax liabilities 5,518 2,283 7,801 Uncertain tax positions 5,734 — 5,734 Total liabilities assumed $ 17,957 $ 5,103 $ 23,060 Net assets acquired $ 25,798 $ 7,385 $ 33,183 Goodwill (3) 24,474 7,834 32,308 Total $ 50,272 $ 15,219 $ 65,491 Consideration: Consideration paid in cash, net of working capital adjustments $ 14,918 $ 6,703 $ 21,621 Consideration payable in cash (customary hold back liability) 932 — 932 Consideration paid in promissory notes (fair value) 12,860 6,922 19,782 Consideration paid in shares 13,573 1,594 15,167 Contingent consideration 7,989 — 7,989 Fair value of consideration $ 50,272 $ 15,219 $ 65,491 (1) As part of the NuLeaf acquisition agreement, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $5,734 as of the date of the acquisition. Subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition. (2) Included licenses acquired of $10,400 and $8,600 for NuLeaf and Apothecarium, respectively, which have indefinite useful lives. The estimated fair values of the licenses were determined using the multi-period excess earnings method under the income approach based on projections extended to 2036. (3) The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes. The Company had the following acquisitions during the year ended December 31, 2021: (i) Nature’s Remedy; (ii) OSD; (iii) OhiGrow; and (iv) Grover Beach (each as defined below). The following table summarizes the purchase price allocatio ns as of their respective acquisition dates: Business Combinations Asset Acquisitions Nature’s Remedy OSD OhiGrow Grover Beach Total Assets Acquired: Cash and cash equivalents $ 3,195 $ 259 $ — $ — $ 3,454 Prepaids 325 53 — — 378 Accounts receivable, net 263 — — — 263 Inventory 15,882 184 — — 16,066 Indemnification assets (1) 1,322 1,411 — — 2,733 Property, plant and equipment 19,470 — 3,165 269 22,904 Right-of-use assets - finance leases 27,305 — — 2,050 29,355 Right-of-use assets - operating leases 1,337 1,859 — — 3,196 Intangible assets - license (2) 56,000 2,160 1,817 3,654 63,631 Intangible assets - tradenames (2) 4,400 — — — 4,400 Intangible assets - customer database (2) 2,100 — — — 2,100 Deposits 20 6 — 19 45 Total assets acquired $ 131,619 $ 5,932 $ 4,982 $ 5,992 $ 148,525 Liabilities Assumed: Accounts payable and accrued liabilities $ 7,004 $ 190 $ — $ — $ 7,194 Finance lease obligations 27,052 — — 2,032 29,084 Operating lease obligations 1,267 1,859 — — 3,126 Deferred tax liabilities 21,462 648 — — 22,110 Uncertain tax positions 1,322 1,411 — — 2,733 Total liabilities assumed $ 58,107 $ 4,108 $ — $ 2,032 $ 64,247 Net assets acquired (3) $ 73,512 $ 1,824 $ 4,982 $ 3,960 $ 84,278 Goodwill (3) 26,086 2,432 — — 28,518 Total $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 Consideration: Consideration paid in cash, as adjusted for working capital adjustments $ 40,360 $ 1,827 $ 4,949 $ 3,592 $ 50,728 Consideration paid in promissory notes (fair value) 15,345 2,429 — — 17,774 Consideration paid in shares 35,670 — — 368 36,038 Contingent consideration 8,223 — — — 8,223 Capitalized costs — — 33 — 33 Fair value of consideration $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 (1) As part of the OSD and Nature’s Remedy acquisition agreements, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $2,733 as of the dates of the acquisitions. Additional subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition. (2) The licenses acquired have indefinite useful lives. The customer relationships have a useful life of 15 years and the tradenames have a useful life of 5 years. (3) |
Schedule of Asset Acquisitions | The Company had the following acquisitions during the year ended December 31, 2021: (i) Nature’s Remedy; (ii) OSD; (iii) OhiGrow; and (iv) Grover Beach (each as defined below). The following table summarizes the purchase price allocatio ns as of their respective acquisition dates: Business Combinations Asset Acquisitions Nature’s Remedy OSD OhiGrow Grover Beach Total Assets Acquired: Cash and cash equivalents $ 3,195 $ 259 $ — $ — $ 3,454 Prepaids 325 53 — — 378 Accounts receivable, net 263 — — — 263 Inventory 15,882 184 — — 16,066 Indemnification assets (1) 1,322 1,411 — — 2,733 Property, plant and equipment 19,470 — 3,165 269 22,904 Right-of-use assets - finance leases 27,305 — — 2,050 29,355 Right-of-use assets - operating leases 1,337 1,859 — — 3,196 Intangible assets - license (2) 56,000 2,160 1,817 3,654 63,631 Intangible assets - tradenames (2) 4,400 — — — 4,400 Intangible assets - customer database (2) 2,100 — — — 2,100 Deposits 20 6 — 19 45 Total assets acquired $ 131,619 $ 5,932 $ 4,982 $ 5,992 $ 148,525 Liabilities Assumed: Accounts payable and accrued liabilities $ 7,004 $ 190 $ — $ — $ 7,194 Finance lease obligations 27,052 — — 2,032 29,084 Operating lease obligations 1,267 1,859 — — 3,126 Deferred tax liabilities 21,462 648 — — 22,110 Uncertain tax positions 1,322 1,411 — — 2,733 Total liabilities assumed $ 58,107 $ 4,108 $ — $ 2,032 $ 64,247 Net assets acquired (3) $ 73,512 $ 1,824 $ 4,982 $ 3,960 $ 84,278 Goodwill (3) 26,086 2,432 — — 28,518 Total $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 Consideration: Consideration paid in cash, as adjusted for working capital adjustments $ 40,360 $ 1,827 $ 4,949 $ 3,592 $ 50,728 Consideration paid in promissory notes (fair value) 15,345 2,429 — — 17,774 Consideration paid in shares 35,670 — — 368 36,038 Contingent consideration 8,223 — — — 8,223 Capitalized costs — — 33 — 33 Fair value of consideration $ 99,598 $ 4,256 $ 4,982 $ 3,960 $ 112,796 (1) As part of the OSD and Nature’s Remedy acquisition agreements, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $2,733 as of the dates of the acquisitions. Additional subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition. (2) The licenses acquired have indefinite useful lives. The customer relationships have a useful life of 15 years and the tradenames have a useful life of 5 years. (3) |
Business Acquisition, Pro Forma Information | The following table summarizes unaudited consolidated pro forma revenue and unaudited consolidated pro forma net income (loss) as if the business combinations had occurred at the beginning of the year prior to their actual acquisition for the periods presented. Year Ended December 31, 2022 2021 Revenue $ 293,947 $ 284,026 Net income (loss) $ (197,743) $ 20,681 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill, carrying amount, as of January 1, 2022 $ 45,828 Additions from acquisitions, including reclassification of $254 35,480 Impairment (39,643) Measurement period adjustment (3,426) Goodwill, carrying amount, as of December 31, 2022 38,239 Impairment (7,329) Goodwill, carrying amount, as of December 31, 2023 $ 30,910 |
Schedule of Finite-Lived Intangible Assets | The components of other intangible assets are as follows: As of December 31, Estimated Useful 2023 2022 Licenses $ 82,401 $ 82,401 Indefinite Intellectual Property 9,580 9,580 10 years Tradenames 12,209 12,800 5 - 10 years Patient/Customer database 3,195 3,195 5 - 10 years Non-compete 155 155 3 years Website development 61 61 3 years Formulations 50 50 Indefinite Total gross amount 107,651 108,242 Less: Accumulated Amortization (11,684) (8,160) Other Intangible Assets, net $ 95,967 $ 100,082 |
Schedule of Indefinite-Lived Intangible Assets | The components of other intangible assets are as follows: As of December 31, Estimated Useful 2023 2022 Licenses $ 82,401 $ 82,401 Indefinite Intellectual Property 9,580 9,580 10 years Tradenames 12,209 12,800 5 - 10 years Patient/Customer database 3,195 3,195 5 - 10 years Non-compete 155 155 3 years Website development 61 61 3 years Formulations 50 50 Indefinite Total gross amount 107,651 108,242 Less: Accumulated Amortization (11,684) (8,160) Other Intangible Assets, net $ 95,967 $ 100,082 |
Schedule of Future Annual Amortization Expense | The estimated future annual amortization expense related to intangible assets as of December 31, 2023 are as follows: 2024 $ 2,950 2025 2,919 2026 2,648 2027 1,844 2028 1,779 Thereafter 1,376 Total estimated future amortization expense $ 13,516 |
Schedule of Key Assumptions | Year Ended December 31, 2022 Key Assumptions State Goodwill Impairment Intangible Asset Impairment Perpetual Growth Rate Discount Rate Weighted Average Cost of Capital Cash Flow Forecast California $ 2,432 $ 10,142 2% 22.5% 21.5% 5 years Massachusetts 12,231 37,954 2% 21.0% 20.0% 5 years Nevada 24,980 22,150 2% 21.0% 20.0% 5 years Ohio — 5,317 2% 24.5% 23.5% 5 years Pennsylvania — 35,952 2% 22.0% 21.0% 5 years $ 39,643 $ 111,515 |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 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: As of December 31, 2023 2022 Operating lease assets (1) $ 18,265 $ 16,244 Indemnification assets 6,906 8,198 Net deferred tax assets 2,772 — Deposits and escrows - properties 1,723 1,637 Deposits - equipment 422 484 Equity investment (2) 200 977 Other 70 703 Total other non-current assets $ 30,358 $ 28,243 (1) During the year ended December 31, 2023, the Company performed a reassessment of its real estate leases. Refer to Note 11 - 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 23 - Financial Instruments for more information relating to the fair value of this equity investment for the years ended December 31, 2023 and 2022, as well as impairment charges recorded |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The components of accrued expenses and other current liabilities are as follows: As of December 31, 2023 2022 Deferred income - ERC (1) $ 10,140 $ — Goods received not invoiced 5,019 11,620 Operating lease obligations 4,693 2,652 Accrued employee related expenses and liabilities 4,175 6,030 Acquisition-related milestone accrual (2) 4,167 — Accrued interest 4,106 2,388 Accrued sales and excise taxes 2,388 1,931 Deferred revenue (loyalty program) 1,407 1,870 Accrued professional and management fees 986 1,481 Contingent consideration liabilities (2) 817 3,398 Accrued capital expenditures 702 5,603 Other accrued expenses and current liabilities 5,470 9,356 Total $ 44,070 $ 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) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Components of Debt | The components of the Company’s debt are as follows: Effective Interest Rate Contractual Maturity Date As of December 31, 2023 2022 Principal amounts: Second Lien Notes 15% December 2026 $ 75,497 $ 73,182 Acquisition Facility 15% December 2024 60,125 65,000 Acquisition-related promissory notes payable 8% - 23% August 2024 - April 2027 35,716 35,716 Mortgage loans 6% - 11% January 2027 - April 2028 29,456 7,770 Total debt subject to scheduled repayments 200,794 181,668 Promissory notes payable to Sammartino (1) 11% September 2024 - September 2026 21,500 21,500 Jushi Europe debt (2) March 2022 3,298 3,189 Total debt 225,592 206,357 Less: debt issuance costs and original issue discounts (13,037) (17,095) Total debt, net $ 212,555 $ 189,262 Debt, net - current portion $ 86,514 $ 8,704 Debt, net - non-current portion $ 126,041 $ 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 22 - Commitments and Contingencies for more information. (2) |
Schedule of Future Contractual Debt Maturities | As of December 31, 2023, aggregate future contractual maturities of the Company’s debt are as follows: 2024 2025 2026 2027 2028 Total Second Lien Notes $ — $ — $ 75,497 $ — $ — $ 75,497 Acquisition Facility 60,125 — — — — 60,125 Acquisition-related promissory notes payable 9,333 1,970 1,971 22,442 — 35,716 Mortgage loans 462 647 658 9,449 18,240 29,456 Total debt subject to scheduled repayments $ 69,920 $ 2,617 $ 78,126 $ 31,891 $ 18,240 $ 200,794 |
Schedule of Interest Expense | Interest expense, net is comprised of the following: Year Ended December 31, 2023 2022 2021 Interest and accretion - 10% Senior Notes $ — $ 23,268 $ 19,257 Interest and accretion - Second Lien Notes 10,106 578 — Interest and accretion - Finance lease liabilities 9,784 11,154 9,158 Interest and accretion - Acquisition Facility 9,466 7,264 1,106 Interest and accretion - Promissory notes 6,173 5,518 1,802 Interest and accretion - Mortgage loans and other financing activities 2,051 567 507 Capitalized interest (523) (2,616) (977) Total interest expense 37,057 45,733 30,853 Interest income (91) (142) (243) Total interest expense, net $ 36,966 $ 45,591 $ 30,610 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 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. Year Ended December 31, 2023 2022 2021 Finance lease cost: Amortization of lease assets $ 5,358 $ 5,422 $ 3,155 Interest on lease liabilities 9,784 11,154 9,158 Total finance lease cost 15,142 16,576 12,313 Operating lease cost 4,819 3,402 2,585 Variable lease cost 155 390 355 Total lease cost $ 20,116 $ 20,368 $ 15,253 All extension options that are reasonably certain to be exercised have been included in the measurement of lease obligations. The Company reassesses the likelihood of extension option exercise if there is a significant event or change in circumstances within its control. Other information related to operating and finance leases as of the balance sheet dates presented are as follows: As of December 31, 2023 As of December 31, 2022 Finance Leases Operating Leases Finance Leases Operating Leases Weighted average discount rate 16.09 % 15.09 % 11.23 % 11.51 % Weighted average remaining lease term (in years) 16.6 8.7 22.7 14.1 Cash paid for amounts included in the measurement of lease liabilities $ 11,060 $ 5,168 $ 11,629 $ 3,133 |
Lessee, Operating Lease, Liability, Maturity | The maturities of the contractual undiscounted lease liabilities as of December 31, 2023 are as follows: Finance Leases Operating Leases 2024 $ 9,718 $ 5,081 2025 10,602 5,665 2026 10,494 5,428 2027 10,002 5,185 2028 10,166 4,787 Thereafter 147,970 19,833 Total undiscounted lease liabilities 198,952 45,979 Interest on lease liabilities (137,228) (21,425) Total present value of minimum lease payments $ 61,724 $ 24,554 Lease liabilities - current portion $ 8,885 $ 4,693 Lease liabilities - non-current $ 52,839 $ 19,861 |
Finance Lease, Liability, Fiscal Year Maturity | The maturities of the contractual undiscounted lease liabilities as of December 31, 2023 are as follows: Finance Leases Operating Leases 2024 $ 9,718 $ 5,081 2025 10,602 5,665 2026 10,494 5,428 2027 10,002 5,185 2028 10,166 4,787 Thereafter 147,970 19,833 Total undiscounted lease liabilities 198,952 45,979 Interest on lease liabilities (137,228) (21,425) Total present value of minimum lease payments $ 61,724 $ 24,554 Lease liabilities - current portion $ 8,885 $ 4,693 Lease liabilities - non-current $ 52,839 $ 19,861 |
OTHER NON-CURRENT LIABILITIES (
OTHER NON-CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities | The components of accrued expenses and other current liabilities As of December 31, 2023 2022 Operating lease liabilities $ 19,861 $ 15,547 Deferred tax liabilities 3,468 — Contingent consideration liabilities — 1,395 Other non-current liabilities 5,782 4,613 Total $ 29,111 $ 21,555 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The continuities of the Company’s derivative liabilities are as follows: Total Derivative Liabilities (1) Balance as of January 1, 2022 $ 92,435 Derivative Warrants issued (2) 23,205 Fair value changes (91,887) Derivative Warrants exercised and settled (3) (9,619) Balance as of December 31, 2022 14,134 Fair value changes (9,589) Reclassification to equity (2,050) Down-round changes 143 Balance as of December 31, 2023 $ 2,638 (1) Refer to Note 14 - Equity for the change in number of warrants outstanding. (2) Includes fair value of 17,512,280 derivative warrants issued in connection with the Second Lien Notes issuance in December 2022, and 2,000,000 derivative warrants issued relating to the second amendment of the Acquisition Facility in December 2022. (3) |
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: As of December 31, 2023 2022 Stock price per share $0.46 $0.76 Risk-free annual interest rate 4.01% - 4.79% 3.99% - 4.11% Exercise price $1.00 - $2.086 $1.25 - $2.086 Weighted average volatility 101% 79% Remaining life 1.00 - 2.90 years 1.98 - 3.96 years Forfeiture rate 0% 0% Expected annual dividend yield 0% 0% As of December 31, 2023 As of December 31, 2022 Input Effect of 10% Increase Effect of 10% Decrease Input Effect of 10% Increase Effect of 10% Decrease Stock price per share $ 0.46 $ 637 $ (574) $ 0.76 $ 2,529 $ (2,396) Volatility 101 % $ 680 $ (643) 79 % $ 2,070 $ (2,121) |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes the status of our warrants and related transactions for each of the presented years: Non-Derivative Warrants Derivative Warrants (1) Total Number of Warrants Weighted - Average Exercise Price Per Warrant Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (in Years) Balance, January 1, 2022 29,156,048 40,124,355 69,280,403 $ 1.19 $ 142,791 4.7 Granted (2)(3) 1,600,000 19,512,280 21,112,280 $ 2.06 Exercised (82,413) (4,261,433) (4,343,846) $ 1.26 $ 9,746 Balance, December 31, 2022 30,673,635 55,375,202 86,048,837 $ 1.40 $ 1,081 3.9 Granted (2)(4) 2,970,221 — 2,970,221 $ 0.63 Cancelled (4) (2,087,500) — (2,087,500) $ 2.18 Reclassified 17,512,280 (17,512,280) — Balance, December 31, 2023 49,068,636 37,862,922 86,931,558 $ 1.12 $ — 3.0 Exercisable, December 31, 2023 46,108,636 37,862,922 83,971,558 $ 1.11 $ — 3.0 (1) In June 2023, 5,890,922 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 13 - Derivative Liabilities for additional information. (2) The non-derivative warrants were issued for consulting or other services, therefore, these compensatory warrants are accounted for as share-based payment arrangements. (3) Derivative warrants were issued to the Second Lien Notes Holders and the Acquisition Facility Lender. Refer to Note 13 - Derivative Liabilities for more information. (4) On November 15, 2023, the Company cancelled warrants to purchase 200,000 SVS at an exercise price of $1.75 held by the Company’s Chief Financial Officer, that were originally issued on December 9, 2022, and reissued warrants to purchase 200,000 SVS at an exercise price of $0.55 and an expiration date of December 17, 2028. |
Schedule of Share-Based Payment Award, Warrants, Valuation Assumptions | The following assumptions were used for the calculations at date of issuance. Year Ended December 31, 2023 2022 2021 Weighted average stock price $0.55 $1.74 $4.18 Weighted average expected stock price volatility 77% 81% 73% Expected annual dividend yield —% —% —% Weighted average expected life of warrants 5.1 years 5.0 years 3.5 years Weighted average risk-free annual interest rate 3.94% 3.48% 1.06% Weighted average grant date fair value $0.28 $1.13 $2.14 |
Summary of Stock Options Outstanding | The following table summarizes the status of stock options and related transactions for each of the presented years: Stock Options Weighted Average Exercise Price per Stock Options Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (in Years) Balance, January 1, 2022 20,429,120 $ 3.20 $ 11,583 8.7 Granted 13,686,806 $ 1.95 Exercised (324,998) $ 1.67 $ 620 Forfeited/expired (3,038,669) $ 4.02 Balance, December 31, 2022 30,752,259 $ 2.58 $ — 8.5 Granted 11,507,429 $ 0.54 Forfeited/expired (14,606,504) $ 3.20 Balance, December 31, 2023 27,653,184 $ 1.40 $ — 8.2 Exercisable, December 31, 2023 12,536,225 $ 1.89 $ — 6.7 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The following assumptions were used for the calculation at date of grant: Year Ended December 31, 2023 2022 2021 Weighted average stock price $0.53 $1.95 $4.16 Weighted average expected stock price volatility 76.6% 74.1% 73.0% Expected annual dividend yield —% —% —% Weighted average expected life 5.9 years 5.7 years 6.0 years Weighted average risk-free annual interest rate 3.81% 2.88% 1.23% Weighted average grant date fair value $0.30 $1.35 $2.61 |
Summary of Restricted Stock Activity | The following table summarized the status of restricted stock and related transactions for each presented years: Unvested Restricted Stock Weighted-Average Grant-date Fair Value Price per Restricted Stock Average Intrinsic Value Weighted Average Remaining Vesting Term Issued and Outstanding as of January 1, 2022 2,859,151 $ 2.13 $ 9,292 1.2 Granted 86,952 $ 2.05 Vested and Released (1,789,784) $ 1.96 $ 3,601 Issued and Outstanding as of December 31, 2022 1,156,319 $ 2.45 $ 881 0.3 Cancelled (54,774) $ 2.43 Vested and Released (1,099,684) $ 2.45 $ 526 Issued and Outstanding as of December 31, 2023 1,861 $ 4.05 $ 1 0.7 |
Components of Share-based Compensation Expense | As of December 31, 2023, the Company had $5,203 of unrecognized share-based compensation cost related to unvested stock options, restricted stocks and warrants and is expected to be recognized as share-based compensation cost over a weighted average period of 1.2 years as follows: 2024 $ 4,063 2025 904 2026 217 2027 19 $ 5,203 |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Noncontrolling Interest | The components of the Company’s non-controlling interests and related activity are as follows: Jushi Europe Agape Other Non-material Interests Total Balance as of January 1, 2021 $ 1,384 $ 1,562 $ 1 $ 2,947 Purchases of non-controlling interests — (1,562) — (1,562) Loss (2,771) — (1) (2,772) Balance as of December 31, 2021 $ (1,387) $ — $ — $ (1,387) Balance as of December 31, 2022 $ (1,387) $ — $ — $ (1,387) Balance as of December 31, 2023 $ (1,387) $ — $ — $ (1,387) |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The reconciliations of the net income (loss) and the weighted average number of shares used in the computations of basic and diluted earnings (loss) per share attributable to Jushi shareholders are as follows: Year Ended December 31, 2023 2022 2021 Numerator: Net income (loss) and comprehensive income (loss) attributable to Jushi shareholders $ (65,102) $ (202,324) $ 20,251 Dilutive effect of net income from derivative warrants — (91,887) (104,594) Net income (loss) and comprehensive loss attributable to Jushi shareholders - diluted $ (65,102) $ (294,211) $ (84,343) Denominator: Weighted-average shares of common stock - basic 194,770,212 190,021,550 170,292,035 Dilutive effect of derivative warrants — 14,213,882 31,318,216 Weighted-average shares of common stock - diluted 194,770,212 204,235,432 201,610,251 Earnings (loss) per share - basic $ (0.33) $ (1.06) $ 0.12 Earnings (loss) per share - diluted $ (0.33) $ (1.44) $ (0.42) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes equity instruments that may, in the future, have a dilutive effect on earnings (loss) per share, but were excluded from consideration in the computation of diluted net earnings (loss) per share for the years ended December 31, 2023, 2022 and 2021 because the impact of including them would have been anti-dilutive: As of December 31, 2023 2022 2021 Stock options 28,783,139 30,752,259 20,429,120 Warrants (derivative liabilities and equity) 85,575,031 30,673,635 29,156,048 Unvested restricted stock awards 368,711 1,156,319 2,859,151 Convertible promissory notes — — 910,000 114,726,881 62,582,213 53,354,319 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2023 2022 2021 Retail cannabis $ 239,351 $ 261,016 $ 195,085 Wholesale cannabis 30,094 23,160 13,792 Other — 108 415 Total revenue, net $ 269,445 $ 284,284 $ 209,292 |
OPERATING EXPENSES (Tables)
OPERATING EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | The major components of operating expenses are as follows: Year Ended December 31, 2023 2022 2021 Salaries, wages and employee related expenses $ 56,483 $ 71,237 $ 58,228 Rent and related expenses 11,789 13,162 9,722 Depreciation and amortization expense 10,656 12,724 5,805 Share-based compensation expense 8,092 23,073 14,506 Professional fees and legal expenses 7,732 10,371 6,507 Goodwill impairment 7,329 39,643 1,783 Indefinite-lived intangible asset impairment 845 111,515 — Tangible long-lived asset impairment 400 8,487 4,561 Other expenses (1) 15,720 25,599 18,047 Total operating expenses $ 119,046 $ 315,811 $ 119,159 (1) Other expenses are primarily comprised of marketing and selling expenses, insurance costs, administrative and licensing fee, software and technology costs, travel, entertainment and conferences and other. |
OTHER INCOME (EXPENSE) (Tables)
OTHER INCOME (EXPENSE) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense) | The components of other income (expense), net are as follows: Year Ended December 31, 2023 2022 2021 Gains (losses) on investments and financial assets $ (777) $ (523) $ 1,216 Losses on debt redemptions/extinguishments/modifications — (18,858) (3,815) Gains (losses) on legal settlements (400) 24 10,350 Other gains (losses) (1,924) (482) 558 Other income (expense), net $ (3,101) $ (19,839) $ 8,309 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Details of the Company’s income tax expense are as follows: Year Ended December 31, 2023 2022 2021 Current tax expense: Federal $ 27,303 $ 26,738 $ 25,501 State 3,608 7,783 9,234 30,911 34,521 34,735 Deferred tax benefit: Federal 2,281 (17,780) (5,477) State (1,386) (8,332) (1,724) Foreign (5,554) (5,969) (3,874) (4,659) (32,081) (11,075) Change in valuation allowance 5,554 6,008 5,965 Total income tax expense $ 31,806 $ 8,448 $ 29,625 |
Schedule of Income (Loss), Income Tax (Expense), and Effective Tax Rate | The differences between the income tax expense and the expected income taxes based on the statutory tax rate applied to pre-tax earnings (loss) are as follows: Year Ended December 31, 2023 2022 2021 Income (loss) before income taxes $ (33,296) $ (193,876) $ 47,104 Statutory tax rate 21.00 % 21.00 % 21.00 % Tax expense (benefit) based on statutory rates (6,992) (40,714) 9,892 Difference in tax rates (4,463) 2,500 16,753 Gain on fair value of derivative (4,564) (44,106) (50,482) IRC Section 280E disallowed expenses 10,862 43,272 12,520 Share-based compensation 173 10,509 2,361 Interest expense and debt costs 458 13,718 3,616 Deemed interest income 842 — — Tax interest and penalties 383 — — Change in valuation allowance 5,554 6,008 5,965 State taxes, net 33 1,698 1,249 Change in uncertain tax positions 24,888 8,618 26,823 Change in state tax rates (474) (2,557) — Impairment expense 1,539 8,289 — Return to provision 2,786 — — Difference in foreign deferred and statutory tax rate 348 — — Contingent consideration 311 — — Other differences 122 1,213 928 Total income tax expense $ 31,806 $ 8,448 $ 29,625 Effective tax rate (95.5) % (4.4) % 62.9 % |
Schedule of Deferred Tax Assets and Liabilities | Year-end deferred tax assets and liabilities were due to the following: Year Ended December 31, 2023 2022 Deferred tax assets: Lease liability $ 17,760 $ 24,328 Net operating losses 22,661 16,819 Financing fees 830 1,487 Start-up costs 603 661 Share-based compensation 817 — Interest carryforward 563 — Inventory 419 1,555 Property and equipment 1,149 — Other deferred tax assets 1,314 619 Valuation allowance (22,951) (17,397) $ 23,165 $ 28,072 Deferred tax liabilities: Right-of-use assets $ (18,414) $ (21,865) Intangible assets (5,211) (5,235) Property and equipment — (693) Other deferred tax liabilities (235) (80) $ (23,860) $ (27,873) Net deferred tax asset (liabilities) (1) $ (695) $ 199 (1) Net deferred tax assets are included in other non-current assets while net deferred tax liabilities are included in other non-current liabilities in the consolidated balance sheets. |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits (exclusive of interest and penalties) are as follows: Balance at January 1, 2022 $ 41,503 Reductions based on lapse of statute of limitations (552) Additions based on tax positions related to the current year 1,452 Reductions based on tax positions related to the prior year (127) Additions for tax positions of prior years recorded to goodwill 5,982 Balance at December 31, 2022 $ 48,258 Reductions based on lapse of statute of limitations (1,946) Additions based on tax positions related to the current year 19,843 Additions based on tax positions related to the prior year 38,470 Balance at December 31, 2023 $ 104,625 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company had the following related party transactions: Year Ended December 31, As of December 31, 2023 2022 2021 2023 2022 Nature of transaction Related Party Income (Expense) Related Party Receivable (Payable) Management services agreements (1) $ — $ — $ (42) $ — $ — Senior Notes - interest expense and principal amount (2) $ — $ (26) $ (4) $ — $ — Second Lien Notes - interest expense and principal amount (3) $ (2,223) $ (138) $ — $ (19,788) $ (17,491) Other debt (4) $ — $ — $ — $ (3,298) $ (3,189) Loans to senior key management - interest income (5) $ — $ — $ 90 $ — $ — (1) Includes fees paid to entities controlled by the Company’s Chief Executive Officer, James Cacioppo, for shared costs of administrative services, the provision of financial and research-related advice, and sourcing and assisting in mergers, acquisitions and capital transactions. These amounts are included in operating expenses within the consolidated statements of operations and comprehensive income (loss). (2) Fo r the year ended December 31, 2022 , interest expense includes amounts related to certain senior key management, directors and other employees as well as a significant investor. Interest expense for the year ended December 31, 2022 and 2021 cannot be reliably determined as the majority of the Senior Notes were publicly traded. (3) Fo r the year ended December 31, 2023 and 2022 , the Second Lien Notes payable and the related interest expense includes amounts related to certain senior key management as well as a significant investor. See Note 10 - Debt for information about the issuance of these notes. (4) Other debt relates to Jushi Europe. On February 16, 2022, 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. Refer to Note 15 - Non-Controlling Interest for more information. (5) In January 2021, an executive received a loan from the Company of $174 for withholding tax requirements for RSAs issued to the executive, which was repaid in full via payroll deductions. In April 2019, the Company entered into promissory notes with certain executives for the purchase of restricted stock, pursuant to which those executives borrowed an aggregate of $1,813 at a rate of 2.89% per annum, compounded annually. As these loans were non-recourse loans under the accounting guidance they were not reflected in the consolidated balance sheet or table above. As of December 31, 2021, all these balances plus accrued interest have been settled. The balances including accrued interest were settled as part of the executive’s regular pay and bonus, severance or via shares repurchased by the Company. During the year ended December 31, 2021, the Company received 471,757 shares from key management personnel in full settlement of principal amount $2,007 outstanding promissory notes and related interest. |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 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: As of December 31, 2023 2022 Financial assets: (1) Equity investment (2) $ 200 $ 977 Total financial assets $ 200 $ 977 Financial liabilities: (1) Derivative liabilities (3) $ 2,638 $ 14,134 Contingent consideration liabilities (4) 817 4,793 Total financial liabilities $ 3,455 $ 18,927 (1) The Company has no financial assets or liabilities in Level 1 or 2 within the fair value hierarchy as of December 31, 2023 and 2022, and there were no transfers between hierarchy levels during the years ended December 31, 2023 and 2022. (2) The Company adjusted its equity investment carrying value as of December 31, 2023 and 2022 to reflect its equity balance of the investee, resulting in the recording of a loss on investment of $777 and $523 during the years ended December 31, 2023 and 2022, respectively. The loss on investment is included within other income (expense), net in the consolidated statements of operations and comprehensive income (loss). (3) Refer to Note 13 - Derivative Liabilities (4) Refer to Note 6 - Acquisitions |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||
Net cash flows used in operating activities | $ 3,318 | $ 21,416 | $ 14,304 |
Working capital | 80,825 | 37,577 | |
Total debt | 225,592 | 206,357 | |
Long-term debt, current maturities, guaranteed obligations | 22,484 | ||
Long-term debt, current maturities, guaranteed obligations, interest accrued | 1,817 | ||
Long-term debt, current maturities, guaranteed obligations, milestones accrued | 4,167 | ||
Loss from operations | 2,818 | 220,333 | 35,765 |
Asset impairments | $ 8,574 | 159,645 | $ 6,344 |
Number of reportable segments | segment | 1 | ||
Acquisition Facility | Acquisition Facility | |||
Debt Instrument [Line Items] | |||
Total debt | $ 60,125 | ||
Jushi Europe debt | Other debt | |||
Debt Instrument [Line Items] | |||
Total debt | 3,298 | 3,189 | |
Revolving Credit Facility | Acquisition Facility | Acquisition Facility | |||
Debt Instrument [Line Items] | |||
Total debt | $ 60,125 | $ 65,000 |
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 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 26,027 | $ 26,196 | $ 94,962 | |
Restricted cash - current | 3,128 | 0 | 0 | |
Restricted cash - non-current | 2,150 | 950 | 525 | |
Cash, cash equivalents and restricted cash | $ 31,305 | $ 27,146 | $ 95,487 | $ 85,857 |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Property, Plant and Equipment Useful Lives (Details) | Dec. 31, 2023 |
Buildings and building components | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Buildings and building components | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 28 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Furniture, fixtures and office equipment (including computer) | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Furniture, fixtures and office equipment (including computer) | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Finance lease ROU assets - buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 14 years |
Finance lease ROU assets - buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 28 years |
Finance lease ROU assets - machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Finance lease ROU assets - machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
INVENTORY, NET (Details)
INVENTORY, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Total raw materials | $ 15,472 | $ 13,399 |
Work in process | 4,293 | 7,845 |
Finished goods | 13,821 | 13,845 |
Total inventories, net | 33,586 | 35,089 |
Cannabis plants | ||
Inventory [Line Items] | ||
Total raw materials | 4,478 | 4,347 |
Harvested cannabis and packaging | ||
Inventory [Line Items] | ||
Total raw materials | $ 10,994 | $ 9,052 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Components of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Employee retention credit receivable | $ 10,140 | $ 0 |
Prepaid expenses and deposits | 2,716 | 3,409 |
Assets held for sale | 1,647 | 0 |
Other current assets | 1,011 | 548 |
Total prepaid expenses and other current assets | $ 15,514 | $ 3,957 |
PREPAID EXPENSES AND OTHER CU_4
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Employee retention credit receivable | $ 10,140 | $ 0 |
Assets held for sale | $ 1,647 | $ 0 |
Property, held-for-sale, term | 1 year |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Components of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | $ 198,307 | $ 202,081 |
Less: Accumulated depreciation | (39,039) | (24,326) |
Total property, plant and equipment - net | 159,268 | 177,755 |
Buildings and building components | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | 88,527 | 80,697 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | 12,956 | 14,085 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | 46,660 | 43,472 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | 27,050 | 27,615 |
Furniture, fixtures and office equipment (including computer) | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | 21,146 | 16,126 |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment - gross | $ 1,968 | $ 20,086 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 198,307 | $ 202,081 | |
Depreciation | 23,319 | 23,898 | $ 8,808 |
Capitalized interest | 523 | 2,616 | $ 977 |
Property, plant and equipment, disposals | 1,647 | ||
Asset, held-for-sale, not part of disposal group | 1,647 | ||
Construction-in-process | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 1,968 | $ 20,086 |
ACQUISITIONS - 2022 Preliminary
ACQUISITIONS - 2022 Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | ||||
Apr. 30, 2022 | Mar. 31, 2022 | Apr. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities Assumed: | ||||||
Goodwill | $ 30,910 | $ 38,239 | $ 45,828 | |||
NuLeaf | ||||||
Assets Acquired: | ||||||
Cash and cash equivalents | $ 618 | $ 618 | ||||
Prepaids and other assets | 278 | 278 | ||||
Accounts receivable, net | 39 | 39 | ||||
Inventory | 5,334 | 5,334 | ||||
Indemnification assets | 5,734 | 5,734 | ||||
Property, plant and equipment | 11,880 | 11,880 | ||||
Right-of-use assets - finance lease | 4,598 | 4,598 | ||||
Right-of-use assets - operating lease | 1,067 | 1,067 | ||||
Intangible assets | 14,097 | 14,097 | ||||
Deposits | 110 | 110 | ||||
Total assets acquired | 43,755 | 43,755 | ||||
Liabilities Assumed: | ||||||
Accounts payable and accrued liabilities | 584 | 584 | ||||
Finance lease obligations | 5,054 | 5,054 | ||||
Operating lease obligations | 1,067 | 1,067 | ||||
Deferred tax liabilities | 5,518 | 5,518 | ||||
Uncertain tax positions | 5,734 | 5,734 | ||||
Total liabilities assumed | 17,957 | 17,957 | ||||
Net assets acquired | 25,798 | 25,798 | ||||
Goodwill | 24,474 | 24,474 | ||||
Total | 50,272 | 50,272 | ||||
Consideration: | ||||||
Consideration paid in cash, net of working capital adjustments | 14,918 | |||||
Consideration payable in cash (customary hold back liability) | 932 | |||||
Consideration paid in promissory notes (fair value) | 12,860 | |||||
Consideration paid in shares | 13,573 | |||||
Contingent consideration liabilities - current portion | 7,989 | 7,989 | ||||
Fair value of consideration | 50,272 | |||||
Indemnification assets and accrued tax liabilities | 5,734 | 5,734 | ||||
NuLeaf | Licensing Agreements | ||||||
Assets Acquired: | ||||||
Intangible assets | 10,400 | 10,400 | ||||
Apothecarium | ||||||
Assets Acquired: | ||||||
Cash and cash equivalents | $ 25 | |||||
Prepaids and other assets | 32 | |||||
Accounts receivable, net | 0 | |||||
Inventory | 699 | |||||
Indemnification assets | 0 | |||||
Property, plant and equipment | 498 | |||||
Right-of-use assets - finance lease | 2,333 | |||||
Right-of-use assets - operating lease | 0 | |||||
Intangible assets | 8,600 | |||||
Deposits | 301 | |||||
Total assets acquired | 12,488 | |||||
Liabilities Assumed: | ||||||
Accounts payable and accrued liabilities | 497 | |||||
Finance lease obligations | 2,323 | |||||
Operating lease obligations | 0 | |||||
Deferred tax liabilities | 2,283 | |||||
Uncertain tax positions | 0 | |||||
Total liabilities assumed | 5,103 | |||||
Net assets acquired | 7,385 | |||||
Goodwill | 7,834 | |||||
Total | 15,219 | |||||
Consideration: | ||||||
Consideration paid in cash, net of working capital adjustments | 6,703 | |||||
Consideration payable in cash (customary hold back liability) | 0 | |||||
Consideration paid in promissory notes (fair value) | 6,922 | |||||
Consideration paid in shares | 1,594 | |||||
Contingent consideration liabilities - current portion | 0 | |||||
Fair value of consideration | 15,219 | |||||
Apothecarium | Licensing Agreements | ||||||
Assets Acquired: | ||||||
Intangible assets | $ 8,600 | |||||
2022 Business Combinations | ||||||
Assets Acquired: | ||||||
Cash and cash equivalents | 643 | 643 | ||||
Prepaids and other assets | 310 | 310 | ||||
Accounts receivable, net | 39 | 39 | ||||
Inventory | 6,033 | 6,033 | ||||
Indemnification assets | 5,734 | 5,734 | ||||
Property, plant and equipment | 12,378 | 12,378 | ||||
Right-of-use assets - finance lease | 6,931 | 6,931 | ||||
Right-of-use assets - operating lease | 1,067 | 1,067 | ||||
Intangible assets | 22,697 | 22,697 | ||||
Deposits | 411 | 411 | ||||
Total assets acquired | 56,243 | 56,243 | ||||
Liabilities Assumed: | ||||||
Accounts payable and accrued liabilities | 1,081 | 1,081 | ||||
Finance lease obligations | 7,377 | 7,377 | ||||
Operating lease obligations | 1,067 | 1,067 | ||||
Deferred tax liabilities | 7,801 | 7,801 | ||||
Uncertain tax positions | 5,734 | 5,734 | ||||
Total liabilities assumed | 23,060 | 23,060 | ||||
Net assets acquired | 33,183 | 33,183 | ||||
Goodwill | 32,308 | 32,308 | ||||
Total | 65,491 | 65,491 | ||||
Consideration: | ||||||
Consideration paid in cash, net of working capital adjustments | 21,621 | |||||
Consideration payable in cash (customary hold back liability) | 932 | |||||
Consideration paid in promissory notes (fair value) | 19,782 | |||||
Consideration paid in shares | 15,167 | |||||
Contingent consideration liabilities - current portion | $ 7,989 | 7,989 | ||||
Fair value of consideration | $ 65,491 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2022 USD ($) | Jul. 31, 2022 USD ($) shares | Apr. 30, 2022 USD ($) ft² dispensary $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) ft² dispensary $ / shares shares | Jul. 31, 2021 USD ($) ft² | Apr. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | Jul. 31, 2021 a | |
Business Acquisition [Line Items] | ||||||||||||
Other liabilities - non-current | $ 1,395,000 | $ 0 | ||||||||||
Acquisition related costs | 1,204,000 | $ 350,000 | ||||||||||
Contributed revenues | 28,912,000 | 15,107,000 | ||||||||||
Contributed net (loss) income | (43,603,000) | $ (1,120,000) | ||||||||||
Acquisition Milestone Accrual | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent consideration liabilities - current portion | 0 | 4,167,000 | ||||||||||
Thirty-Month Anniversary Contingent Consideration | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent consideration liabilities - current portion | 3,398,000 | 817,000 | ||||||||||
OhiGrow | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Area of real estate property (in sq ft) | 10,000 | 1.35 | ||||||||||
Consideration paid in cash, as adjusted for working capital adjustments | $ 4,949,000 | |||||||||||
Grover Beach | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration paid in cash, as adjusted for working capital adjustments | $ 3,592,000 | |||||||||||
Equity acquired | 22% | 78% | ||||||||||
Equity interest issued and issuable (in shares) | shares | 49,348 | |||||||||||
Equity issued, price per share (in dollars per share) | $ / shares | $ 7.46 | |||||||||||
Rights to remaining equity | $ 1 | |||||||||||
Nature's Remedy Three-Year Note | Unsecured Debt | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt instrument term | 3 years | 3 years | ||||||||||
Debt instrument principal amount | $ 11,500,000 | |||||||||||
Nature's Remedy Five-Year Note | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt instrument term | 5 years | |||||||||||
Nature's Remedy Five-Year Note | Unsecured Debt | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt instrument principal amount | $ 5,000,000 | |||||||||||
NuLeaf | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity interests acquired | 100% | |||||||||||
Consideration paid in cash, net of working capital adjustments | $ 14,918,000 | |||||||||||
Equity issued (in shares) | shares | 4,662,384 | |||||||||||
Equity issued, price per share (in dollars per share) | $ / shares | $ 2.91 | |||||||||||
Debt instrument term | 5 years | 5 years | ||||||||||
Consideration payable in cash (customary hold back liability) | $ 932,000 | |||||||||||
Contingent liability | 10,000,000 | |||||||||||
Contingent liability, cash | 3,000,000 | |||||||||||
Contingent liability, additional debt | 3,000,000 | |||||||||||
Payment for contingent consideration liability | $ 3,000,000 | |||||||||||
Payment for contingent consideration liability, net | $ 2,657,000 | |||||||||||
Equity interest issued to settle contingent liability (in shares) | shares | 888,880 | |||||||||||
Equity interest issued to settle contingent liability | $ 1,529,000 | |||||||||||
Consideration paid in promissory notes (fair value) | 12,860,000 | |||||||||||
Contingent consideration liabilities - current portion | 7,989,000 | |||||||||||
NuLeaf | Nuleaf Unsecured Promissory Notes | Unsecured Debt | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt instrument principal amount | 15,750,000 | |||||||||||
Senior notes, fair value | $ 12,860,000 | |||||||||||
NuLeaf | Las Vegas, Nevada | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of retail dispensaries | dispensary | 2 | |||||||||||
NuLeaf | Las Vegas Boulevard, Nevada | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of retail dispensaries | dispensary | 1 | |||||||||||
NuLeaf | Sparks, Nevada | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Area of real estate property (in sq ft) | ft² | 27,000 | |||||||||||
NuLeaf | Reno, Nevada | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Area of real estate property (in sq ft) | ft² | 13,000 | |||||||||||
Apothecarium | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity interests acquired | 100% | |||||||||||
Consideration paid in cash, net of working capital adjustments | $ 6,703,000 | |||||||||||
Equity issued (in shares) | shares | 527,704 | |||||||||||
Equity issued, price per share (in dollars per share) | $ / shares | $ 3.02 | |||||||||||
Debt instrument term | 5 years | |||||||||||
Consideration payable in cash (customary hold back liability) | $ 0 | |||||||||||
Consideration paid in promissory notes (fair value) | 9,853,000 | |||||||||||
Consideration paid in promissory notes (fair value) | 6,922,000 | |||||||||||
Contingent consideration liabilities - current portion | $ 0 | |||||||||||
Nature’s Remedy | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity interests acquired | 100% | |||||||||||
Number of retail dispensaries | dispensary | 2 | |||||||||||
Area of real estate property (in sq ft) | ft² | 50,000 | |||||||||||
Equity issued (in shares) | shares | 8,700,000 | |||||||||||
Equity issued, price per share (in dollars per share) | $ / shares | $ 4.10 | |||||||||||
Contingent liability | $ 8,223,000 | 4,793,000 | ||||||||||
Payment for contingent consideration liability | $ 5,000,000 | |||||||||||
Consideration paid in promissory notes (fair value) | 15,345,000 | |||||||||||
Contingent consideration, equity interest issued and issuable | 5,000,000 | |||||||||||
Contingent consideration period | 13 months | |||||||||||
Minimum contingent consideration | 0 | |||||||||||
Maximum contingent consideration | 10,800,000 | |||||||||||
Contingent consideration, monthly earnout | 278,000 | |||||||||||
Contingent consideration, earnout ratio | $ 1,667,000 | |||||||||||
Contingent consideration liabilities - current portion | 3,398,000 | |||||||||||
Other liabilities - non-current | $ 1,395,000 | |||||||||||
Nature’s Remedy | Acquisition Milestone Accrual | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent consideration liabilities - current portion | 4,167,000 | |||||||||||
Nature’s Remedy | Thirty-Month Anniversary Contingent Consideration | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent consideration liabilities - current portion | $ 817,000 | |||||||||||
Nature’s Remedy | First Milestone Period | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent consideration period | 12 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 | |||||||||||
Nature’s Remedy | Nature's Remedy Three-Year Note | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt instrument term | 3 years | 3 years | ||||||||||
Contingent liability, additional debt | $ 5,000,000 | $ 5,000,000 | ||||||||||
Consideration paid in promissory notes (fair value) | $ 11,500,000 | |||||||||||
Maximum contingent consideration, net | $ 4,708,000 | |||||||||||
Nature’s Remedy | Nature's Remedy Five-Year Note | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt instrument term | 5 years | |||||||||||
Consideration paid in promissory notes (fair value) | $ 5,000,000 | |||||||||||
OSD | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity interests acquired | 100% | |||||||||||
Consideration paid in promissory notes (fair value) | $ 3,100,000 | |||||||||||
Consideration paid in promissory notes (fair value) | $ 2,429,000 |
ACQUISITIONS - 2021 Preliminary
ACQUISITIONS - 2021 Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Liabilities Assumed: | |||||||
Goodwill | $ 45,828 | $ 30,910 | $ 38,239 | ||||
2021 Business Combinations and Asset Acquisitions | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | 3,454 | ||||||
Prepaids | 378 | ||||||
Accounts receivable, net | 263 | ||||||
Inventory | 16,066 | ||||||
Indemnification assets | 2,733 | ||||||
Right-of-use assets - operating lease | 3,196 | ||||||
Assets Acquired: | |||||||
Property, plant and equipment | 22,904 | ||||||
Right-of-use assets - finance leases | 29,355 | ||||||
Intangible assets - license | 63,631 | ||||||
Deposits | 45 | ||||||
Total assets acquired | 148,525 | ||||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 7,194 | ||||||
Operating lease obligations | 3,126 | ||||||
Deferred tax liabilities | 22,110 | ||||||
Uncertain tax positions | 2,733 | ||||||
Liabilities Assumed: | |||||||
Finance lease obligations | 29,084 | ||||||
Total liabilities assumed | 64,247 | ||||||
Net assets acquired | 84,278 | ||||||
Goodwill | 28,518 | ||||||
Total | 112,796 | ||||||
Consideration paid in cash, as adjusted for working capital adjustments | 50,728 | ||||||
Consideration paid in promissory notes (fair value) | 17,774 | ||||||
Consideration paid in shares | 36,038 | ||||||
Contingent liability | 8,223 | ||||||
Capitalized costs | 33 | ||||||
Fair value of consideration | 112,796 | ||||||
2021 Business Combinations and Asset Acquisitions | Tradenames | |||||||
Assets Acquired: | |||||||
Intangible assets | 4,400 | ||||||
2021 Business Combinations and Asset Acquisitions | Customer Relationships | |||||||
Assets Acquired: | |||||||
Intangible assets | $ 2,100 | ||||||
OhiGrow | |||||||
Assets Acquired: | |||||||
Property, plant and equipment | $ 3,165 | ||||||
Intangible assets - license | 1,817 | ||||||
Total assets acquired | 4,982 | ||||||
Liabilities Assumed: | |||||||
Total liabilities assumed | 0 | ||||||
Net assets acquired | 4,982 | ||||||
Consideration paid in cash, as adjusted for working capital adjustments | 4,949 | ||||||
Capitalized costs | 33 | ||||||
Fair value of consideration | $ 4,982 | ||||||
Grover Beach | |||||||
Assets Acquired: | |||||||
Property, plant and equipment | $ 269 | ||||||
Right-of-use assets - finance leases | 2,050 | ||||||
Intangible assets - license | 3,654 | ||||||
Deposits | 19 | ||||||
Total assets acquired | 5,992 | ||||||
Liabilities Assumed: | |||||||
Finance lease obligations | 2,032 | ||||||
Total liabilities assumed | 2,032 | ||||||
Net assets acquired | 3,960 | ||||||
Consideration paid in cash, as adjusted for working capital adjustments | 3,592 | ||||||
Consideration paid in shares | 368 | ||||||
Fair value of consideration | $ 3,960 | ||||||
Nature’s Remedy | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | $ 3,195 | ||||||
Prepaids | 325 | ||||||
Accounts receivable, net | 263 | ||||||
Inventory | 15,882 | ||||||
Indemnification assets | 1,322 | ||||||
Property, plant and equipment | 19,470 | ||||||
Right-of-use assets - finance lease | 27,305 | ||||||
Right-of-use assets - operating lease | 1,337 | ||||||
Intangible assets | 56,000 | ||||||
Deposits | 20 | ||||||
Total assets acquired | 131,619 | ||||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 7,004 | ||||||
Finance lease obligations | 27,052 | ||||||
Operating lease obligations | 1,267 | ||||||
Deferred tax liabilities | 21,462 | ||||||
Uncertain tax positions | 1,322 | ||||||
Total liabilities assumed | 58,107 | ||||||
Liabilities Assumed: | |||||||
Net assets acquired | 73,512 | ||||||
Goodwill | 26,086 | ||||||
Total | 99,598 | ||||||
Consideration paid in cash, net of working capital adjustments | 40,360 | ||||||
Consideration paid in promissory notes (fair value) | 15,345 | ||||||
Consideration paid in shares | 35,670 | ||||||
Contingent liability | 8,223 | $ 4,793 | |||||
Fair value of consideration | 99,598 | ||||||
Nature’s Remedy | Tradenames | |||||||
Assets Acquired: | |||||||
Intangible assets | 4,400 | ||||||
Liabilities Assumed: | |||||||
Useful life | 5 years | ||||||
Nature’s Remedy | Customer Relationships | |||||||
Assets Acquired: | |||||||
Intangible assets | $ 2,100 | ||||||
Liabilities Assumed: | |||||||
Useful life | 15 years | ||||||
OSD | |||||||
Assets Acquired: | |||||||
Cash and cash equivalents | $ 259 | ||||||
Prepaids | 53 | ||||||
Inventory | 184 | ||||||
Indemnification assets | 1,411 | ||||||
Right-of-use assets - operating lease | 1,859 | ||||||
Intangible assets | 2,160 | ||||||
Deposits | 6 | ||||||
Total assets acquired | 5,932 | ||||||
Liabilities Assumed: | |||||||
Accounts payable and accrued liabilities | 190 | ||||||
Operating lease obligations | 1,859 | ||||||
Deferred tax liabilities | 648 | ||||||
Uncertain tax positions | 1,411 | ||||||
Total liabilities assumed | 4,108 | ||||||
Liabilities Assumed: | |||||||
Net assets acquired | 1,824 | ||||||
Goodwill | 2,432 | ||||||
Total | 4,256 | ||||||
Consideration paid in cash, net of working capital adjustments | 1,827 | ||||||
Consideration paid in promissory notes (fair value) | 2,429 | ||||||
Fair value of consideration | $ 4,256 | ||||||
Nature's Remedy and Organic Solutions of the Dessert, LLC | |||||||
Assets Acquired: | |||||||
Indemnification assets | $ 2,733 |
ACQUISITIONS - Proforma Financi
ACQUISITIONS - Proforma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 293,947 | $ 284,026 |
Net income (loss) | $ (197,743) | $ 20,681 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill | |||
Balance at beginning of period | $ 38,239 | $ 45,828 | |
Additions from acquisitions, including reclassification of $254 | 35,480 | ||
Impairment | (7,329) | (39,643) | $ (1,783) |
Measurement period adjustment | (3,426) | ||
Balance at end of period | 30,910 | $ 38,239 | $ 45,828 |
Goodwill, reclassifications | $ 254 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amount | $ 107,651 | $ 108,242 |
Less: Accumulated Amortization | (11,684) | (8,160) |
Other intangible assets, net | 95,967 | 100,082 |
Intellectual Property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amount | $ 9,580 | 9,580 |
Estimated Useful Life | 10 years | |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amount | $ 12,209 | 12,800 |
Tradenames | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | |
Tradenames | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 10 years | |
Patient/Customer database | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amount | $ 3,195 | 3,195 |
Patient/Customer database | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | |
Patient/Customer database | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 10 years | |
Non-compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amount | $ 155 | 155 |
Estimated Useful Life | 3 years | |
Website development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amount | $ 61 | 61 |
Estimated Useful Life | 3 years | |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 82,401 | 82,401 |
Formulations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 50 | $ 50 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||
Amortization of intangible assets | $ 3,269 | $ 3,123 | $ 1,977 |
Goodwill impairment | $ 7,329 | 39,643 | $ 1,783 |
Cash flow forecast period | 5 years | 5 years | |
Asset impairments | $ 8,574 | $ 159,645 | $ 6,344 |
NuLeaf | |||
Goodwill [Line Items] | |||
Asset impairments | $ 845 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Future Annual Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2024 | $ 2,950 |
2025 | 2,919 |
2026 | 2,648 |
2027 | 1,844 |
2028 | 1,779 |
Thereafter | 1,376 |
Total estimated future amortization expense | $ 13,516 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Key Assumptions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Goodwill impairment | $ 7,329 | $ 39,643 | $ 1,783 |
Intangible asset impairment | $ 845 | 111,515 | $ 0 |
Cash flow forecast period | 5 years | 5 years | |
Perpetual Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 3% | ||
Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 16.50% | ||
California | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Goodwill impairment | 2,432 | ||
Intangible asset impairment | $ 10,142 | ||
Cash flow forecast period | 5 years | ||
California | Perpetual Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 2% | ||
California | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 22.50% | ||
California | Weighted Average Cost of Capital | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 21.50% | ||
Massachusetts | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Goodwill impairment | $ 12,231 | ||
Intangible asset impairment | $ 37,954 | ||
Cash flow forecast period | 5 years | ||
Massachusetts | Perpetual Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 2% | ||
Massachusetts | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 21% | ||
Massachusetts | Weighted Average Cost of Capital | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 20% | ||
Nevada | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Goodwill impairment | $ 24,980 | ||
Intangible asset impairment | $ 22,150 | ||
Cash flow forecast period | 5 years | ||
Nevada | Perpetual Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 2% | ||
Nevada | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 21% | ||
Nevada | Weighted Average Cost of Capital | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 20% | ||
Ohio | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Goodwill impairment | $ 0 | ||
Intangible asset impairment | $ 5,317 | ||
Cash flow forecast period | 5 years | ||
Ohio | Perpetual Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 2% | ||
Ohio | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 24.50% | ||
Ohio | Weighted Average Cost of Capital | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 23.50% | ||
Pennsylvania | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Goodwill impairment | $ 0 | ||
Intangible asset impairment | $ 35,952 | ||
Cash flow forecast period | 5 years | ||
Pennsylvania | Perpetual Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 2% | ||
Pennsylvania | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 22% | ||
Pennsylvania | Weighted Average Cost of Capital | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Licensed market operations, measurement input | 21% |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Operating lease assets | $ 18,265 | $ 16,244 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets | Other non-current assets |
Indemnification assets | $ 6,906 | $ 8,198 |
Net deferred tax assets | 2,772 | 0 |
Deposits and escrows - properties | 1,723 | 1,637 |
Deposits - equipment | 422 | 484 |
Equity investment | 200 | 977 |
Other | 70 | 703 |
Other non-current assets | $ 30,358 | $ 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 | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition, Contingent Consideration [Line Items] | ||
Deferred income - ERC | $ 10,140 | $ 0 |
Goods received not invoiced | 5,019 | 11,620 |
Operating lease obligations | $ 4,693 | $ 2,652 |
Operating lease, liability, current, statement of financial position | Total | Total |
Accrued employee related expenses and liabilities | $ 4,175 | $ 6,030 |
Accrued interest | 4,106 | 2,388 |
Accrued sales and excise taxes | 2,388 | 1,931 |
Deferred revenue (loyalty program) | 1,407 | 1,870 |
Accrued professional and management fees | 986 | 1,481 |
Accrued capital expenditures | 702 | 5,603 |
Other accrued expenses and current liabilities | 5,470 | 9,356 |
Total | 44,070 | 46,329 |
Acquisition Milestone Accrual | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liabilities | 4,167 | 0 |
Thirty-Month Anniversary Contingent Consideration | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liabilities | $ 817 | $ 3,398 |
DEBT - Components of Debt (Deta
DEBT - Components of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total debt | $ 225,592 | $ 206,357 |
Less: debt issuance costs and original issue discounts | (13,037) | (17,095) |
Total debt, net | 212,555 | 189,262 |
Debt, net - current portion | 86,514 | 8,704 |
Debt, net - non-current portion | 126,041 | 180,558 |
Total debt subject to scheduled repayments | ||
Debt Instrument [Line Items] | ||
Total debt | $ 200,794 | 181,668 |
Second Lien Notes | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 15% | |
Total debt | $ 75,497 | 73,182 |
Acquisition Facility | Acquisition Facility | ||
Debt Instrument [Line Items] | ||
Total debt | $ 60,125 | |
Acquisition Facility | Acquisition Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 15% | |
Total debt | $ 60,125 | 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 | $ 29,456 | 7,770 |
Promissory notes payable to Sammartino | Notes payable, other payables | ||
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 | $ 3,298 | $ 3,189 |
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 | 11% |
DEBT - Schedule of Future Contr
DEBT - Schedule of Future Contractual Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
Total | $ 225,592 | $ 206,357 |
Total debt subject to scheduled repayments | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
2024 | 69,920 | |
2025 | 2,617 | |
2026 | 78,126 | |
2027 | 31,891 | |
2028 | 18,240 | |
Total | 200,794 | 181,668 |
Second Lien Notes | Unsecured Debt | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
2024 | 0 | |
2025 | 0 | |
2026 | 75,497 | |
2027 | 0 | |
2028 | 0 | |
Total | 75,497 | 73,182 |
Acquisition Facility | Acquisition Facility | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
2024 | 60,125 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Total | 60,125 | |
Acquisition-related promissory notes payable | Unsecured Debt | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
2024 | 9,333 | |
2025 | 1,970 | |
2026 | 1,971 | |
2027 | 22,442 | |
2028 | 0 | |
Total | 35,716 | 35,716 |
Mortgage loans | Mortgages | ||
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
2024 | 462 | |
2025 | 647 | |
2026 | 658 | |
2027 | 9,449 | |
2028 | 18,240 | |
Total | $ 29,456 | $ 7,770 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2022 USD ($) | Apr. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) shares | Sep. 30, 2022 | Jul. 31, 2022 USD ($) | Apr. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) month note | Oct. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2023 USD ($) debtInstrument loan $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 06, 2024 USD ($) $ / shares | Jan. 01, 2024 USD ($) | Nov. 30, 2023 USD ($) | Nov. 10, 2023 | Sep. 01, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares | May 31, 2023 $ / shares | Mar. 31, 2023 USD ($) | Mar. 15, 2023 USD ($) | Jan. 31, 2023 USD ($) | Apr. 30, 2021 USD ($) | Jan. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument, contingent debt, not subject to repayment terms | debtInstrument | 2 | ||||||||||||||||||||||||
Total debt | $ 206,357,000 | $ 206,357,000 | $ 225,592,000 | $ 206,357,000 | |||||||||||||||||||||
Cash bonus forfeited for alternative payment method | $ 750,000 | ||||||||||||||||||||||||
Annual cash bonus | 850,000 | $ 213,000 | $ 250,000 | ||||||||||||||||||||||
Redemptions of senior notes | 0 | 33,726,000 | $ 8,134,000 | ||||||||||||||||||||||
Losses on debt redemptions/extinguishments/modifications | 0 | (18,858,000) | (3,815,000) | ||||||||||||||||||||||
Proceeds from long-term lines of credit | $ 0 | $ 25,000,000 | 40,000,000 | ||||||||||||||||||||||
Convertible debt | $ 2,412,000 | $ 1,562,000 | |||||||||||||||||||||||
Number of mortgage loans | loan | 3 | ||||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Derivative warrants exercise price (in dollars per share) | $ / shares | $ 1 | ||||||||||||||||||||||||
Increase in annual base salary | $ 100,000 | ||||||||||||||||||||||||
Super Voting Shares | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Shares issued upon conversion of debt at maturity (in shares) | shares | 910,000 | ||||||||||||||||||||||||
NuLeaf | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument term | 5 years | 5 years | |||||||||||||||||||||||
Payment for contingent consideration liability | $ 3,000,000 | ||||||||||||||||||||||||
Nature’s Remedy | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Payment for contingent consideration liability | $ 5,000,000 | ||||||||||||||||||||||||
Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Warrants issued (in shares) | shares | 17,512,280 | ||||||||||||||||||||||||
Warrants, term | 4 years | ||||||||||||||||||||||||
Discount on warrant | 50% | ||||||||||||||||||||||||
Derivative Warrants to Purchase Super Voting Shares | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Derivative warrants exercise price (in dollars per share) | $ / shares | $ 0.80 | $ 0.68 | $ 1 | $ 2.086 | |||||||||||||||||||||
Value of securities called by warrants or rights | $ 575,000 | 375,000 | |||||||||||||||||||||||
Derivative warrants exercises (in shares) | shares | 718,750 | 551,471 | |||||||||||||||||||||||
Warrants and rights outstanding | $ 191,000 | $ 200,000 | |||||||||||||||||||||||
Debt instrument, unamortized discount | $ 1,341,000 | ||||||||||||||||||||||||
Unsecured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate | 12% | 12% | 12% | ||||||||||||||||||||||
Senior Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate | 10% | ||||||||||||||||||||||||
Promissory notes payable to Sammartino | Notes payable, other payables | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
2024 | $ 16,500,000 | ||||||||||||||||||||||||
2026 | 5,000,000 | ||||||||||||||||||||||||
Total debt | $ 21,500,000 | $ 21,500,000 | 21,500,000 | $ 21,500,000 | |||||||||||||||||||||
Jushi Europe debt | Other debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Total debt | 3,189,000 | 3,189,000 | 3,298,000 | 3,189,000 | |||||||||||||||||||||
Second Lien Notes | Unsecured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
2024 | 0 | ||||||||||||||||||||||||
2026 | 75,497,000 | ||||||||||||||||||||||||
Total debt | 73,182,000 | 73,182,000 | 75,497,000 | 73,182,000 | |||||||||||||||||||||
Debt instrument principal amount | 73,061,000 | 73,061,000 | 1,150,000 | 73,061,000 | $ 750,000 | ||||||||||||||||||||
Proceeds from issuance of unsecured debt | 31,594,000 | ||||||||||||||||||||||||
Repurchase amount | 41,467,000 | 41,467,000 | 41,467,000 | ||||||||||||||||||||||
Debt instrument interest rate | 12% | ||||||||||||||||||||||||
Second Lien Notes | Unsecured Debt | Subsequent Event | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument principal amount | $ 4,750,000 | ||||||||||||||||||||||||
Senior Notes Due January 15, 2023 | Senior Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Senior notes, current | $ 74,935,000 | 74,935,000 | $ 74,935,000 | ||||||||||||||||||||||
Redemptions of senior notes | 33,468,000 | ||||||||||||||||||||||||
Repayments of senior debt, noncash | 41,467,000 | ||||||||||||||||||||||||
Losses on debt redemptions/extinguishments/modifications | $ 18,858,000 | ||||||||||||||||||||||||
Acquisition Facility | Senior Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument principal amount | $ 100,000,000 | ||||||||||||||||||||||||
Debt instrument interest rate | 10% | ||||||||||||||||||||||||
Unused capacity, commitment fee percentage | 2.25% | ||||||||||||||||||||||||
Commitment fee percentage upon maturity or refinancing | 1.50% | ||||||||||||||||||||||||
Early repayment of debt, fee percentage | 1.50% | ||||||||||||||||||||||||
Right of first refusal, percentage | 50% | ||||||||||||||||||||||||
Acquisition Facility | Acquisition Facility | Secured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate | 11% | 11% | 9.50% | 11% | |||||||||||||||||||||
Debt instrument, unamortized discount | $ 4,363,000 | $ 4,363,000 | $ 1,701,000 | 2,169,000 | $ 4,363,000 | ||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 65,000,000 | 65,000,000 | $ 100,000,000 | 65,000,000 | |||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||||||
Line of credit facility, draw period | 18 months | ||||||||||||||||||||||||
Debt instrument, interest rate, term | 2 years | ||||||||||||||||||||||||
Accordion feature, higher borrowing capacity option | $ 25,000,000 | ||||||||||||||||||||||||
Debt issuance costs | 721,000 | ||||||||||||||||||||||||
Proceeds from long-term lines of credit | $ 25,000,000 | $ 40,000,000 | |||||||||||||||||||||||
Remaining borrowing capacity | 60,000,000 | 60,000,000 | 60,000,000 | ||||||||||||||||||||||
Periodic payment | 2,438,000 | ||||||||||||||||||||||||
Balloon payment to be paid | 50,375,000 | ||||||||||||||||||||||||
Acquisition Facility | Acquisition Facility | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
2024 | 60,125,000 | ||||||||||||||||||||||||
2026 | 0 | ||||||||||||||||||||||||
Total debt | 60,125,000 | ||||||||||||||||||||||||
Percentage of outstanding term loans | 10% | ||||||||||||||||||||||||
Acquisition Facility | Acquisition Facility | Revolving Credit Facility | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Total debt | 65,000,000 | $ 65,000,000 | $ 60,125,000 | $ 65,000,000 | |||||||||||||||||||||
OSD Notes Due April 30, 2027 | Secured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument principal amount | $ 3,100,000 | ||||||||||||||||||||||||
Debt instrument interest rate | 4% | ||||||||||||||||||||||||
Apothecarium Notes Due March 16, 2027 | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Number of debt instruments | note | 2 | ||||||||||||||||||||||||
Apothecarium Notes Due March 16, 2027 | Unsecured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument principal amount | $ 9,853,000 | ||||||||||||||||||||||||
Periodic payment, principal | $ 3,448,000 | ||||||||||||||||||||||||
Periodic payment, period | month | 21 | ||||||||||||||||||||||||
Remaining balance monthly installments, term | month | 39 | ||||||||||||||||||||||||
Nuleaf Unsecured Promissory Notes | Unsecured Debt | NuLeaf | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument principal amount | $ 15,750,000 | ||||||||||||||||||||||||
Debt instrument interest rate | 8% | ||||||||||||||||||||||||
NuLeaf Five-Year Note | NuLeaf | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||||||
Nature's Remedy Three-Year Note | Nature’s Remedy | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument term | 3 years | 3 years | |||||||||||||||||||||||
Nature's Remedy Three-Year Note | Unsecured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument principal amount | $ 11,500,000 | ||||||||||||||||||||||||
Debt instrument interest rate | 8% | ||||||||||||||||||||||||
Debt instrument term | 3 years | 3 years | |||||||||||||||||||||||
Nature's Remedy Five-Year Note | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||||||
Nature's Remedy Five-Year Note | Nature’s Remedy | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||||||
Nature's Remedy Five-Year Note | Unsecured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument principal amount | $ 5,000,000 | ||||||||||||||||||||||||
Debt instrument interest rate | 8% | ||||||||||||||||||||||||
Arlington Mortgage | 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 | ||||||||||||||||||||||||
Credit Facility Maturing July 18, 2027 | Acquisition Facility | Revolving Credit Facility | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate | 10.50% | ||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,800,000 | ||||||||||||||||||||||||
Credit Facility Maturing July 18, 2027 | Acquisition Facility | Revolving Credit Facility | Prime Rate | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument basis spread on variable rate | 2% | ||||||||||||||||||||||||
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 | 9% | ||||||||||||||||||||||||
Floor rate | 8.25% |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Interest and accretion - Finance lease liabilities | $ 9,784 | $ 11,154 | $ 9,158 | |
Capitalized interest | (523) | (2,616) | (977) | |
Total interest expense | 37,057 | 45,733 | 30,853 | |
Interest income | (91) | (142) | (243) | |
Total interest expense, net | 36,966 | 45,591 | 30,610 | |
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest and accretion, debt | $ 0 | $ 23,268 | 19,257 | |
Debt instrument interest rate | 10% | |||
Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 12% | |||
Unsecured Debt | Second Lien Notes | ||||
Debt Instrument [Line Items] | ||||
Interest and accretion, debt | $ 10,106 | $ 578 | 0 | |
Debt instrument interest rate | 12% | |||
Unsecured Debt | Acquisition-related promissory notes payable | ||||
Debt Instrument [Line Items] | ||||
Interest and accretion, debt | 6,173 | 5,518 | 1,802 | |
Acquisition Facility | Acquisition Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest and accretion, debt | 9,466 | 7,264 | 1,106 | |
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Interest and accretion, debt | $ 2,051 | $ 567 | $ 507 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||||
Finance lease, liability | $ (61,724) | |||
Finance lease, right-of-use asset | (63,107) | $ (114,021) | ||
Increase (decrease) in operating lease obligations | 24,554 | |||
Increase (decrease) in operating lease, right-of-use asset | $ 18,265 | $ 16,244 | ||
Scenario, Adjustment | ||||
Lessee, Lease, Description [Line Items] | ||||
Finance lease, liability | $ 45,768 | |||
Finance lease, right-of-use asset | 42,349 | |||
Increase (decrease) in operating lease obligations | $ (6,084) | 8,691 | ||
Increase (decrease) in operating lease, right-of-use asset | $ (6,084) | $ 5,271 |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance lease cost: | |||
Amortization of lease assets | $ 5,358 | $ 5,422 | $ 3,155 |
Interest on lease liabilities | 9,784 | 11,154 | 9,158 |
Total finance lease cost | 15,142 | 16,576 | 12,313 |
Operating lease cost | 4,819 | 3,402 | 2,585 |
Variable lease cost | 155 | 390 | 355 |
Total lease cost | $ 20,116 | $ 20,368 | $ 15,253 |
LEASES - Weighted-Average Disco
LEASES - Weighted-Average Discount Rate and Remaining Lease Term (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finance Leases | ||
Weighted average discount rate, finance leases | 16.09% | 11.23% |
Weighted average remaining lease term, finance leases (in years) | 16 years 7 months 6 days | 22 years 8 months 12 days |
Cash paid for amounts included in the measurement of lease liabilities, finance leases | $ 11,060 | $ 11,629 |
Operating Leases | ||
Weighted average discount rate, operating leases | 15.09% | 11.51% |
Weighted average remaining lease term, operating leases (in years) | 8 years 8 months 12 days | 14 years 1 month 6 days |
Cash paid for amounts included in the measurement of lease liabilities, operating leases | $ 5,168 | $ 3,133 |
LEASES - Maturities of Finance
LEASES - Maturities of Finance and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finance Leases | ||
2024 | $ 9,718 | |
2025 | 10,602 | |
2026 | 10,494 | |
2027 | 10,002 | |
2028 | 10,166 | |
Thereafter | 147,970 | |
Total undiscounted lease liabilities | 198,952 | |
Interest on lease liabilities | (137,228) | |
Total present value of minimum lease payments | 61,724 | |
Lease liabilities - current portion | 8,885 | $ 11,361 |
Lease liabilities - non-current | 52,839 | 102,375 |
Operating Leases | ||
2024 | 5,081 | |
2025 | 5,665 | |
2026 | 5,428 | |
2027 | 5,185 | |
2028 | 4,787 | |
Thereafter | 19,833 | |
Total undiscounted lease liabilities | 45,979 | |
Interest on lease liabilities | (21,425) | |
Total present value of minimum lease payments | 24,554 | |
Lease liabilities - current portion | 4,693 | 2,652 |
Lease liabilities - non-current | $ 19,861 | $ 15,547 |
OTHER NON-CURRENT LIABILITIES_2
OTHER NON-CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total | Total |
Operating lease liabilities | $ 19,861 | $ 15,547 |
Deferred tax liabilities | 3,468 | 0 |
Contingent consideration liabilities | 0 | 1,395 |
Other non-current liabilities | 5,782 | 4,613 |
Total | $ 29,111 | $ 21,555 |
DERIVATIVE LIABILITIES - Schedu
DERIVATIVE LIABILITIES - Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total Derivative Liabilities | ||||
Carrying amounts at beginning of period | $ 14,134,000 | $ 92,435,000 | ||
Derivative warrants issued | 23,205,000 | |||
Fair value changes | (9,589,000) | (91,887,000) | $ (105,170,000) | |
Derivative warrants exercised and settled | (9,619,000) | |||
Reclassification to equity | (2,050,000) | |||
Down-round changes | 143,000 | |||
Carrying amounts at end of period | $ 14,134,000 | $ 2,638,000 | $ 14,134,000 | $ 92,435,000 |
Secured Debt | ||||
Total Derivative Liabilities | ||||
Derivative warrants issued | 17,512,280 | |||
Acquisition Facility | ||||
Total Derivative Liabilities | ||||
Derivative warrants issued | 2,000,000 | |||
Senior Notes | ||||
Total Derivative Liabilities | ||||
Repayments of debt | $ 218,000 |
DERIVATIVE LIABILITIES - Narrat
DERIVATIVE LIABILITIES - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 01, 2023 | Jun. 30, 2023 | May 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative warrants issued | $ 23,205,000 | |||||
Down-round changes | $ 143,000 | |||||
Derivative Warrants to Purchase Super Voting Shares | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative warrants exercise price (in dollars per share) | $ 0.80 | $ 0.68 | $ 1 | $ 2.086 | ||
Derivative warrants outstanding (in shares) | 37,862,922 | |||||
Derivative Warrants | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative warrants exercise price (in dollars per share) | $ 1.25 | |||||
Derivative warrants outstanding (in shares) | 55,375,202 | |||||
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 | |||||
Derivative warrants outstanding (in shares) | 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 | |||||
Derivative warrants outstanding (in shares) | 35,862,922 | 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) | 19,512,280 | 2,000,000 | 19,512,280 | |||
Senior Notes | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Debt instrument interest rate | 10% | |||||
Secured Debt | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative warrants issued | $ 17,512,280 | |||||
Senior Notes Due December 23, 2024 | Senior Notes | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Debt instrument interest rate | 10% |
DERIVATIVE LIABILITIES - Fair V
DERIVATIVE LIABILITIES - Fair Value Measurements (Details) - Warrants (derivative liabilities and equity) | Dec. 31, 2023 | Dec. 31, 2022 |
Stock price per share | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.46 | 0.76 |
Risk-free annual interest rate | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.0401 | 0.0399 |
Risk-free annual interest rate | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.0479 | 0.0411 |
Exercise price | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 1 | 1.25 |
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 | 1.01 | 0.79 |
Remaining life | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 1 | 1.98 |
Remaining life | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 2.90 | 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 (derivative liabilities and equity) $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Stock price per share | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 0.46 | 0.76 |
Effect of 10% Increase | $ 637 | $ 2,529 |
Effect of 10% Decrease | $ (574) | $ (2,396) |
Weighted average volatility | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Input | 1.01 | 0.79 |
Effect of 10% Increase | $ 680 | $ 2,070 |
Effect of 10% Decrease | $ (643) | $ (2,121) |
EQUITY - Narrative (Details)
EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 17, 2023 | Nov. 17, 2023 | Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Number of shares authorized, percent | 15% | |||||
Number of additional shares authorized, percent | 2% | |||||
Maximum number of awards available (in shares) | 5,772,327 | |||||
Cancellation minimum (in dollars per share) | $ 3.91 | |||||
Cancelled (in shares) | 3,224,000 | |||||
Granted (in dollars per share) | $ 0.55 | $ 0.54 | $ 1.95 | |||
Share-based compensation expense | $ 8,092 | $ 23,073 | $ 14,506 | |||
Unrecognized compensation expense | $ 5,203 | |||||
Cost not yet recognized, period for recognition | 1 year 2 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) | 196,631,598 | 196,686,372 | ||||
Common stock, outstanding (in shares) | 196,631,598 | 196,686,372 | ||||
Subordinate Voting Shares | Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 3,717,392 | |||||
Price per share (in dollars per share) | $ 3.68 | |||||
Gross proceeds from sale of stock | $ 13,680 | |||||
Multiple Voting Shares | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, outstanding (in shares) | 0 | |||||
Super Voting Shares | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, outstanding (in shares) | 0 |
EQUITY - Summary of Equity Inst
EQUITY - Summary of Equity Instruments Other than Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Nov. 15, 2023 | Dec. 09, 2022 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2023 | |
Warrants | |||||||
Shares | |||||||
Issued and Outstanding at beginning of period (in shares) | 86,048,837 | 69,280,403 | |||||
Granted (in shares) | 200,000 | 2,970,221 | 21,112,280 | ||||
Vested and Released (in shares) | (4,343,846) | ||||||
Cancelled (in shares) | (200,000) | (2,087,500) | |||||
Issued and Outstanding at end of period (in shares) | 86,931,558 | 86,048,837 | 69,280,403 | ||||
Exercisable (in shares) | 83,971,558 | ||||||
Weighted - Average Exercise Price Per Share | |||||||
Issued and Outstanding at beginning of period (in dollars per share) | $ 1.40 | $ 1.19 | |||||
Granted (in dollars per share) | $ 0.55 | 0.63 | 2.06 | ||||
Vested and Released (in dollars per share) | 1.26 | ||||||
Cancelled (in dollars per share) | $ 1.75 | 2.18 | |||||
Issued and Outstanding at end of period (in dollars per share) | 1.12 | $ 1.40 | $ 1.19 | ||||
Weighted Average Grant Date Fair Value, Exercisable (in dollars per share) | $ 1.11 | ||||||
Aggregate Intrinsic Value | |||||||
Issued and Outstanding at beginning of period | $ 1,081 | $ 142,791 | |||||
Vested and Released | 9,746 | ||||||
Issued and Outstanding at end of period | 0 | $ 1,081 | $ 142,791 | ||||
Aggregate Intrinsic Value, Exercisable | $ 0 | ||||||
Weighted Average Remaining Contractual Life (in Years) | |||||||
Issued and Outstanding | 3 years | 3 years 10 months 24 days | 4 years 8 months 12 days | ||||
Exercisable | 3 years | ||||||
Warrants | Non-Derivative Warrants | |||||||
Shares | |||||||
Issued and Outstanding at beginning of period (in shares) | 30,673,635 | 29,156,048 | |||||
Granted (in shares) | 2,970,221 | 1,600,000 | |||||
Vested and Released (in shares) | (82,413) | ||||||
Cancelled (in shares) | (2,087,500) | ||||||
Reclassified (in shares) | 17,512,280 | 17,512,280 | |||||
Issued and Outstanding at end of period (in shares) | 49,068,636 | 30,673,635 | 29,156,048 | ||||
Exercisable (in shares) | 46,108,636 | ||||||
Weighted Average Remaining Contractual Life (in Years) | |||||||
Warrants repriced (in dollars per share) | $ 1 | $ 2.086 | |||||
Warrants | Derivative Warrants | |||||||
Shares | |||||||
Issued and Outstanding at beginning of period (in shares) | 55,375,202 | 40,124,355 | |||||
Granted (in shares) | 0 | 19,512,280 | |||||
Vested and Released (in shares) | (4,261,433) | ||||||
Cancelled (in shares) | 0 | ||||||
Reclassified (in shares) | (17,512,280) | ||||||
Issued and Outstanding at end of period (in shares) | 37,862,922 | 55,375,202 | 40,124,355 | ||||
Exercisable (in shares) | 37,862,922 | ||||||
Warrants | Derivative Warrants to Purchase Super Voting Shares | |||||||
Weighted Average Remaining Contractual Life (in Years) | |||||||
Warrants repriced (in shares) | 5,890,922 | ||||||
Warrants repriced (in dollars per share) | $ 1 | $ 1.25 | |||||
Restricted Stock | |||||||
Shares | |||||||
Issued and Outstanding at beginning of period (in shares) | 1,156,319 | 2,859,151 | |||||
Granted (in shares) | 86,952 | ||||||
Vested and Released (in shares) | (1,099,684) | (1,789,784) | |||||
Cancelled (in shares) | (54,774) | ||||||
Issued and Outstanding at end of period (in shares) | 1,861 | 1,156,319 | 2,859,151 | ||||
Weighted - Average Exercise Price Per Share | |||||||
Issued and Outstanding at beginning of period (in dollars per share) | $ 2.45 | $ 2.13 | |||||
Granted (in dollars per share) | 2.05 | ||||||
Vested and Released (in dollars per share) | 2.45 | 1.96 | |||||
Cancelled (in dollars per share) | 2.43 | ||||||
Issued and Outstanding at end of period (in dollars per share) | $ 4.05 | $ 2.45 | $ 2.13 | ||||
Aggregate Intrinsic Value | |||||||
Issued and Outstanding at beginning of period | $ 881 | $ 9,292 | |||||
Vested and Released | 526 | 3,601 | |||||
Issued and Outstanding at end of period | $ 1 | $ 881 | $ 9,292 | ||||
Weighted Average Remaining Contractual Life (in Years) | |||||||
Issued and Outstanding | 8 months 12 days | 3 months 18 days | 1 year 2 months 12 days |
EQUITY - Schedule of Valuation
EQUITY - Schedule of Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average stock price (in dollars per share) | $ 0.55 | $ 1.74 | $ 4.18 |
Weighted average expected stock price volatility | 77% | 81% | 73% |
Expected annual dividend yield | 0% | 0% | 0% |
Weighted average expected life | 5 years 1 month 6 days | 5 years | 3 years 6 months |
Weighted average risk-free annual interest rate | 3.94% | 3.48% | 1.06% |
Weighted average grant date fair value | 28% | 113% | 214% |
Stock Options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average stock price (in dollars per share) | $ 0.53 | $ 1.95 | $ 4.16 |
Weighted average expected stock price volatility | 76.60% | 74.10% | 73% |
Expected annual dividend yield | 0% | 0% | 0% |
Weighted average expected life | 5 years 10 months 24 days | 5 years 8 months 12 days | 6 years |
Weighted average risk-free annual interest rate | 3.81% | 2.88% | 1.23% |
Weighted average grant date fair value | 30% | 135% | 261% |
EQUITY - Summary of Stock Optio
EQUITY - Summary of Stock Options Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options | ||||
Balance at beginning of period (in shares) | 30,752,259 | 20,429,120 | ||
Granted (in shares) | 11,507,429 | 13,686,806 | ||
Exercised (in shares) | (324,998) | |||
Forfeited/expired (in shares) | (14,606,504) | (3,038,669) | ||
Balance at end of period (in shares) | 27,653,184 | 30,752,259 | 20,429,120 | |
Exercisable (in shares) | 12,536,225 | |||
Weighted Average Exercise Price per Stock Options | ||||
Balance at beginning of period (in dollars per share) | $ 2.58 | $ 3.20 | ||
Granted (in dollars per share) | $ 0.55 | 0.54 | 1.95 | |
Exercised (in dollars per share) | 1.67 | |||
Forfeited/expired (in dollars per share) | 3.20 | 4.02 | ||
Balance at end of period (in dollars per share) | 1.40 | $ 2.58 | $ 3.20 | |
Exercisable (in dollars per share) | $ 1.89 | |||
Aggregate Intrinsic Value | ||||
Balance at beginning of period | $ 0 | $ 11,583 | ||
Exercised | 620 | |||
Balance at end of period | 0 | $ 0 | $ 11,583 | |
Exercisable | $ 0 | |||
Weighted Average Remaining Contractual Life (in Years) | ||||
Weighted Average Remaining Contractual Life | 8 years 2 months 12 days | 8 years 6 months | 8 years 8 months 12 days | |
Exercisable | 6 years 8 months 12 days |
EQUITY - Schedule of Unrecogniz
EQUITY - Schedule of Unrecognized Share-Based Compensation Costs (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Equity [Abstract] | |
2024 | $ 4,063 |
2025 | 904 |
2026 | 217 |
2027 | 19 |
Unrecognized compensation expense | $ 5,203 |
NON-CONTROLLING INTERESTS - Sch
NON-CONTROLLING INTERESTS - Schedule of Noncontrolling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | $ 45,891 | $ 180,983 | $ 2,423 |
Purchase of non-controlling interests - Agape | 0 | ||
Net income (loss) | (65,102) | (202,324) | 17,479 |
Balance at end of period | (7,619) | 45,891 | 180,983 |
Non-Controlling Interests | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | (1,387) | (1,387) | 2,947 |
Purchase of non-controlling interests - Agape | (1,562) | ||
Net income (loss) | (2,772) | ||
Balance at end of period | (1,387) | (1,387) | (1,387) |
Non-Controlling Interests | Jushi Europe | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | (1,387) | (1,387) | 1,384 |
Net income (loss) | (2,771) | ||
Balance at end of period | $ (1,387) | $ (1,387) | (1,387) |
Non-Controlling Interests | Agape | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | 1,562 | ||
Purchase of non-controlling interests - Agape | (1,562) | ||
Non-Controlling Interests | Other Non-material Interests | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | 1 | ||
Net income (loss) | $ (1) |
NON-CONTROLLING INTERESTS - Nar
NON-CONTROLLING INTERESTS - Narrative (Details) $ / shares in Units, € in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2021 USD ($) | Sep. 30, 2021 EUR (€) | Apr. 30, 2021 USD ($) | Apr. 30, 2021 EUR (€) | Jan. 31, 2021 USD ($) $ / shares shares | Mar. 31, 2020 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 30, 2022 USD ($) | Apr. 30, 2021 EUR (€) | Jan. 31, 2021 EUR (€) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) | |
Noncontrolling Interest [Line Items] | ||||||||||||||
Proceeds from investor partner | $ 2,000 | |||||||||||||
Asset impairments | $ 8,574 | $ 159,645 | $ 6,344 | |||||||||||
Price per share (in dollars per share) | $ / shares | $ 6.85 | |||||||||||||
Convertible debt | $ 1,562 | $ 2,412 | ||||||||||||
Agape | ||||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||||
Equity interests acquired | 20% | 20% | ||||||||||||
Equity issued (in shares) | shares | 500,000 | |||||||||||||
Fair value of consideration | $ 3,425 | |||||||||||||
Jushi Europe | ||||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||||
Asset impairments | 4,561 | |||||||||||||
Jushi Europe | Acquisition Facility | ||||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||||
Debt instrument principal amount | $ 1,214 | € 1,000 | € 500 | |||||||||||
Debt instrument interest rate | 5% | 5% | ||||||||||||
Jushi Europe | Mortgage loans | ||||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||||
Debt instrument principal amount | $ 614 | |||||||||||||
Jushi Europe | Bridge Loan | ||||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||||
Debt instrument interest rate | 0.50% | 0.50% | ||||||||||||
Contributions from parent | $ 1,070 | € 900 | ||||||||||||
Proceeds from issuance of unsecured debt | $ 1,390 | € 1,200 | ||||||||||||
Jushi Europe | Bridge Loan | Foreign Marginal Lending Facility | ||||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||||
Debt instrument basis spread on variable rate | 0.25% | 0.25% | ||||||||||||
Jushi Europe | Bridge Loan | Acquisition Facility | ||||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||||
Debt instrument principal amount | $ 2,141 | € 1,800 | ||||||||||||
Jushi Europe | ||||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||||
Noncontrolling interest ownership percentage by parent | 51% | 51% | 51% | 51% | 51% | |||||||||
Jushi Europe | Jushi Europe | ||||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||||
Noncontrolling interest ownership percentage by noncontrolling owner | 49% | |||||||||||||
Agape | ||||||||||||||
Noncontrolling Interest [Line Items] | ||||||||||||||
Noncontrolling interest ownership percentage by parent | 100% | 100% |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net income (loss) and comprehensive income (loss) attributable to Jushi shareholders | $ (65,102) | $ (202,324) | $ 20,251 |
Dilutive effect of net income from derivative warrants | 0 | (91,887) | (104,594) |
Net income (loss) and comprehensive loss attributable to Jushi shareholders - diluted | $ (65,102) | $ (294,211) | $ (84,343) |
Denominator: | |||
Weighted-average shares of common stock - basic (in shares) | 194,770,212 | 190,021,550 | 170,292,035 |
Dilutive effect of derivative warrants (in shares) | 0 | 14,213,882 | 31,318,216 |
Weighted-average shares of common stock - diluted (in shares) | 194,770,212 | 204,235,432 | 201,610,251 |
Earnings (loss) per share - basic (in dollars per share) | $ (0.33) | $ (1.06) | $ 0.12 |
Earnings (loss) per share - diluted (in dollars per share) | $ (0.33) | $ (1.44) | $ (0.42) |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) | Aug. 31, 2021 shares |
Super Voting Shares | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Common stock, issued (in shares) | 149,000 |
Multiple Voting Shares | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Common stock, outstanding (in shares) | 4,000,000 |
EARNINGS (LOSS) PER SHARE - S_2
EARNINGS (LOSS) PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 114,726,881 | 62,582,213 | 53,354,319 |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 28,783,139 | 30,752,259 | 20,429,120 |
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) | 85,575,031 | 30,673,635 | 29,156,048 |
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) | 368,711 | 1,156,319 | 2,859,151 |
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 | 0 | 910,000 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 269,445 | $ 284,284 | $ 209,292 |
Retail cannabis | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 239,351 | 261,016 | 195,085 |
Wholesale cannabis | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 30,094 | 23,160 | 13,792 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 0 | $ 108 | $ 415 |
OPERATING EXPENSES (Details)
OPERATING EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Salaries, wages and employee related expenses | $ 56,483 | $ 71,237 | $ 58,228 |
Rent and related expenses | 11,789 | 13,162 | 9,722 |
Depreciation and amortization expense | 10,656 | 12,724 | 5,805 |
Share-based compensation expense | 8,092 | 23,073 | 14,506 |
Professional fees and legal expenses | 7,732 | 10,371 | 6,507 |
Goodwill impairment | 7,329 | 39,643 | 1,783 |
Indefinite-lived intangible asset impairment | 845 | 111,515 | 0 |
Tangible long-lived asset impairment | 400 | 8,487 | 4,561 |
Other expenses | 15,720 | 25,599 | 18,047 |
Total operating expenses | $ 119,046 | $ 315,811 | $ 119,159 |
OTHER INCOME (EXPENSE) (Details
OTHER INCOME (EXPENSE) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Gains (losses) on investments and financial assets | $ (777) | $ (523) | $ 1,216 |
Losses on debt redemptions/extinguishments/modifications | 0 | (18,858) | (3,815) |
Gains (losses) on legal settlements | (400) | 24 | 10,350 |
Other gains (losses) | (1,924) | (482) | 558 |
Other income (expense), net | $ (3,101) | $ (19,839) | $ 8,309 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax expense: | |||
Federal | $ 27,303 | $ 26,738 | $ 25,501 |
State | 3,608 | 7,783 | 9,234 |
Current income tax expense | 30,911 | 34,521 | 34,735 |
Deferred tax benefit: | |||
Federal | 2,281 | (17,780) | (5,477) |
State | (1,386) | (8,332) | (1,724) |
Foreign | (5,554) | (5,969) | (3,874) |
Deferred income tax expense | (4,659) | (32,081) | (11,075) |
Change in valuation allowance | 5,554 | 6,008 | 5,965 |
Total income tax expense | $ 31,806 | $ 8,448 | $ 29,625 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income (Loss), Income Tax (Expense), and Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income (loss) before income taxes | $ (33,296) | $ (193,876) | $ 47,104 |
Statutory tax rate | 21% | 21% | 21% |
Tax expense (benefit) based on statutory rates | $ (6,992) | $ (40,714) | $ 9,892 |
Difference in tax rates | (4,463) | 2,500 | 16,753 |
Gain on fair value of derivative | (4,564) | (44,106) | (50,482) |
IRC Section 280E disallowed expenses | 10,862 | 43,272 | 12,520 |
Share-based compensation | 173 | 10,509 | 2,361 |
Interest expense and debt costs | 458 | 13,718 | 3,616 |
Deemed interest income | 842 | 0 | 0 |
Tax interest and penalties | 383 | 0 | 0 |
Change in valuation allowance | 5,554 | 6,008 | 5,965 |
State taxes, net | 33 | 1,698 | 1,249 |
Change in uncertain tax positions | 24,888 | 8,618 | 26,823 |
Change in state tax rates | (474) | (2,557) | 0 |
Impairment expense | 1,539 | 8,289 | 0 |
Return to provision | 2,786 | 0 | 0 |
Difference in foreign deferred and statutory tax rate | 348 | 0 | 0 |
Contingent consideration | 311 | 0 | 0 |
Other differences | 122 | 1,213 | 928 |
Total income tax expense | $ 31,806 | $ 8,448 | $ 29,625 |
Effective tax rate | (95.50%) | (4.40%) | 62.90% |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Lease liability | $ 17,760 | $ 24,328 |
Net operating losses | 22,661 | 16,819 |
Financing fees | 830 | 1,487 |
Start-up costs | 603 | 661 |
Share-based compensation | 817 | 0 |
Interest carryforward | 563 | 0 |
Inventory | 419 | 1,555 |
Property and equipment | 1,149 | 0 |
Other deferred tax assets | 1,314 | 619 |
Valuation allowance | (22,951) | (17,397) |
Deferred tax assets, net of valuation allowance | 23,165 | 28,072 |
Deferred tax liabilities: | ||
Right-of-use assets | (18,414) | (21,865) |
Intangible assets | (5,211) | (5,235) |
Property and equipment | 0 | (693) |
Other deferred tax liabilities | (235) | (80) |
Deferred tax liabilities, gross | (23,860) | (27,873) |
Net deferred tax assets | $ 199 | |
Net deferred tax liabilities | $ (695) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax payable | $ 5,190 | $ 19,921 | |
Uncertain tax liability | 100,343 | 57,200 | |
Unrecognized deferred tax benefits | 17,303 | 3,412 | |
Interest on income taxes expense | 6,676 | 2,907 | $ 643 |
Income tax penalties expense | 0 | $ 4,783 | $ 2,742 |
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 8,177 | ||
Valuation allowance | 8,177 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 56,881 | ||
Operating loss carryforward, not recorded as unrecognized tax benefit | 31,270 | ||
Valuation allowance | 1,840 | ||
Non-Capital Loss Carryforward | Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 71,706 | ||
Valuation allowance | 71,706 | ||
Capital Loss Carryforward | Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 1,560 | ||
Valuation allowance | $ 1,560 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of period | $ 48,258 | $ 41,503 |
Reductions based on lapse of statute of limitations | (1,946) | (552) |
Additions based on tax positions related to the current year | 19,843 | 1,452 |
Reductions based on tax positions related to the prior year | (127) | |
Additions for tax positions of prior years recorded to goodwill | 5,982 | |
Additions based on tax positions related to the prior year | 38,470 | |
Balance at end of period | $ 104,625 | $ 48,258 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2021 | Apr. 30, 2019 | |
Related Party Transaction [Line Items] | |||||
Related Party Receivable (Payable) | $ (15,383) | $ (21,313) | |||
Management Services Agreements | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related Party Income (Expense) | 0 | 0 | $ (42) | ||
Related Party Receivable (Payable) | 0 | 0 | |||
Senior Notes - Interest Expense and Principal Amount | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related Party Income (Expense) | 0 | (26) | (4) | ||
Related Party Receivable (Payable) | 0 | 0 | |||
Second Lien Notes - Interest Expense And Principal Amount | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related Party Income (Expense) | (2,223) | (138) | 0 | ||
Related Party Receivable (Payable) | (19,788) | (17,491) | |||
Mortgage loans | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related Party Income (Expense) | 0 | 0 | 0 | ||
Related Party Receivable (Payable) | (3,298) | (3,189) | |||
Loans to Senior Key Management - Interest Income | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related Party Income (Expense) | 0 | 0 | $ 90 | ||
Related Party Receivable (Payable) | $ 0 | $ 0 | |||
Loans to Senior Key Management - Interest Income | Executive Officer | |||||
Related Party Transaction [Line Items] | |||||
Loans and leases receivable | $ 174 | ||||
Note receivable | $ 1,813 | ||||
Shares received (in shares) | 471,757 | ||||
Repayment of notes receivable | $ 2,007 | ||||
Loans to Senior Key Management - Interest Income | Executive Officer | Loans Payable | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument interest rate | 2.89% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) ft | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 24, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Real estate property, competing property, radius | ft | 2,500 | |||
Loss contingency, estimate of possible loss | $ 20 | |||
Employer matching contribution, maximum, percent | 4% | |||
Defined contribution plan, cost | $ 677 | $ 1,030 | $ 616 |
FINANCIAL INSTRUMENTS (Details)
FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial liabilities | |||
Derivative liabilities | $ 2,638 | $ 14,134 | $ 92,435 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative liabilities - non-current | Derivative liabilities - non-current | |
Loss on investments | $ 777 | $ 523 | $ (1,216) |
Fair Value, Recurring | Level 3 | |||
Financial assets | |||
Equity investment | 200 | 977 | |
Total financial assets | 200 | 977 | |
Financial liabilities | |||
Derivative liabilities | 2,638 | 14,134 | |
Contingent consideration liabilities | 817 | 4,793 | |
Total financial liabilities | $ 3,455 | $ 18,927 |
BUSINESS CONCENTRATION (Details
BUSINESS CONCENTRATION (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
One Customer | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 19% | 10% | |
One Vendor | Cost of Goods and Service, Product and Service | Supplier Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 19% | ||
Two Vendors | Cost of Goods and Service, Product and Service | Supplier Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 37% | 36% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Feb. 06, 2024 USD ($) $ / shares shares | Jan. 24, 2024 agreement | Dec. 31, 2023 USD ($) | Mar. 15, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Second Lien Notes | Unsecured Debt | |||||
Subsequent Event [Line Items] | |||||
Debt instrument principal amount | $ 1,150,000 | $ 750,000 | $ 73,061,000 | ||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Number of note exchange agreements | agreement | 2 | ||||
Derivative warrants outstanding (in shares) | shares | 1,800,000 | ||||
Derivative warrants exercise price (in dollars per share) | $ / shares | $ 1 | ||||
Subsequent Event | Existing Notes | Unsecured Debt | |||||
Subsequent Event [Line Items] | |||||
Extinguishment of debt | $ 9,850,000 | ||||
Repayments of long-term debt | 2,750,000 | ||||
Subsequent Event | Second Lien Notes | Unsecured Debt | |||||
Subsequent Event [Line Items] | |||||
Debt instrument principal amount | $ 4,750,000 |