Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-54433 | |
Entity Registrant Name | MARIMED INC. | |
Entity Central Index Key | 0001522767 | |
Entity Tax Identification Number | 27-4672745 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 10 Oceana Way | |
Entity Address, City or Town | Norwood | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02062 | |
City Area Code | 617 | |
Local Phone Number | 795-5140 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 338,693,855 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 7,911 | $ 29,683 |
Accounts receivable, net | 5,297 | 1,666 |
Deferred rents receivable | 737 | 1,678 |
Notes receivable, current portion | 132 | 127 |
Inventory | 15,889 | 9,768 |
Investments, current | 525 | 251 |
Other current assets | 3,059 | 1,440 |
Total current assets | 33,550 | 44,613 |
Property and equipment, net | 69,132 | 62,150 |
Intangible assets, net | 9,898 | 162 |
Goodwill | 8,079 | 2,068 |
Notes receivable, net of current | 9,116 | 8,987 |
Operating lease right-of-use assets | 5,071 | 5,081 |
Finance lease right-of-use assets | 541 | 46 |
Other assets | 491 | 98 |
Total assets | 135,878 | 123,205 |
Current liabilities: | ||
Mortgages and notes payable, current portion | 2,734 | 1,410 |
Accounts payable | 7,624 | 5,099 |
Accrued expenses and other | 3,473 | 3,149 |
Income taxes payable | 10,001 | 16,467 |
Operating lease liabilities, current portion | 1,201 | 1,071 |
Finance lease liabilities, current portion | 180 | 27 |
Total current liabilities | 25,213 | 27,223 |
Mortgages and notes payable, net of current | 20,629 | 17,262 |
Operating lease liabilities, net of current | 4,420 | 4,574 |
Finance lease liabilities, net of current | 338 | 22 |
Other liabilities | 100 | 100 |
Total liabilities | 50,700 | 49,181 |
Commitments and contingencies | ||
Mezzanine equity: | ||
Total mezzanine equity | 37,725 | 37,725 |
Stockholders’ equity | ||
Common stock, $0.001 par value; 700,000,000 shares authorized; 338,693,855 and 334,030,348 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 339 | 334 |
Additional paid-in capital | 139,951 | 134,920 |
Accumulated deficit | (91,381) | (97,392) |
Noncontrolling interests | (1,456) | (1,563) |
Total stockholders’ equity | 47,453 | 36,299 |
Total liabilities, mezzanine equity and stockholders’ equity | 135,878 | 123,205 |
Series B Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | 14,725 | 14,725 |
Series C Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | $ 23,000 | $ 23,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 38,875,451 | 38,875,451 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 338,693,855 | 334,030,348 |
Common stock, shares outstanding | 338,693,855 | 334,030,348 |
Series B Convertible Preferred Stock [Member] | ||
Mezzanine equity, par value | $ 0.001 | $ 0.001 |
Mezzanine equity, shares authorized | 4,908,333 | 4,908,333 |
Mezzanine equity, shares issued | 4,908,333 | 4,908,333 |
Mezzanine equity, shares outstanding | 4,908,333 | 4,908,333 |
Series C Convertible Preferred Stock [Member] | ||
Mezzanine equity, par value | $ 0.001 | $ 0.001 |
Mezzanine equity, shares authorized | 12,432,432 | 12,432,432 |
Mezzanine equity, shares issued | 6,216,216 | 6,216,216 |
Mezzanine equity, shares outstanding | 6,216,216 | 6,216,216 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 32,986 | $ 32,569 | $ 64,268 | $ 57,212 |
Cost of revenue | 17,981 | 13,163 | 32,287 | 24,620 |
Gross profit | 15,005 | 19,406 | 31,981 | 32,592 |
Operating expenses: | ||||
Personnel | 3,382 | 2,058 | 6,424 | 3,785 |
Marketing and promotion | 809 | 270 | 1,452 | 495 |
General and administrative | 5,565 | 4,282 | 11,793 | 7,453 |
Acquisition-related and other | 754 | 754 | ||
Bad debt | 794 | 14 | 1,819 | |
Total operating expenses | 10,510 | 7,404 | 20,437 | 13,552 |
Income from operations | 4,495 | 12,002 | 11,544 | 19,040 |
Interest and other (expense) income: | ||||
Interest expense | (440) | (265) | (753) | (1,777) |
Interest income | 318 | 36 | 481 | 70 |
Other (expense) income, net | (727) | (371) | 275 | (417) |
Total interest and other (expense) income | (849) | (600) | 3 | (2,124) |
Income before income taxes | 3,646 | 11,402 | 11,547 | 16,916 |
Provision for income taxes | 1,750 | 3,813 | 5,410 | 5,017 |
Net income | 1,896 | 7,589 | 6,137 | 11,899 |
Net income attributable to noncontrolling interests | 73 | 96 | 126 | 186 |
Net income attributable to common stockholders | $ 1,823 | $ 7,493 | $ 6,011 | $ 11,713 |
Net income per share attributable to common stockholders: | ||||
Basic | $ 0.01 | $ 0.02 | $ 0.02 | $ 0.04 |
Diluted | $ 0 | $ 0.02 | $ 0.02 | $ 0.03 |
Weighted average common shares outstanding: | ||||
Basic | 337,497 | 324,267 | 336,137 | 321,741 |
Diluted | 379,626 | 370,257 | 379,225 | 365,324 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Common Stock Subscribed But Not Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 314 | $ 5 | $ 112,975 | $ (104,617) | $ (577) | $ 8,100 |
Beginning balance, shares at Dec. 31, 2020 | 314,418,812 | 11,413 | ||||
Exercise of stock options | 9 | 9 | ||||
Exercise of stock options, shares | 82,885,000 | |||||
Release of shares under stock grants | ||||||
Release of shares under stock grants, shares | 6,877,000 | |||||
Conversion of promissory notes to stock, shares | 12,542,126 | |||||
Distributions to non-controlling interests | (183) | $ (183) | ||||
Stock-based compensation | 1,600 | 1,600 | ||||
Net income | 11,713 | 186 | 11,899 | |||
Issuance of subscribed shares | $ (5) | 5 | ||||
Issuance of subscribed shares, shares | 11,413 | (11,413) | ||||
Exercise of warrants | $ 1 | 60 | 61 | |||
Exercise of warrants, shares | 698,812 | |||||
Conversion of debentures payable to equity | $ 5 | 1,352 | 1,357 | |||
Coversion of debentures payable to equity, shares | 4,610,645,000 | |||||
Conversion of promissory notes to equity | $ 7 | 2,253 | 2,260 | |||
Conversion of promissory notes to equity, shares | 6,937,400,000 | |||||
Stock issued to settle obligations | 53 | 53 | ||||
Stock issued to settle obligations, shares | 71,691,000 | |||||
Equity issuance costs | (387) | (387) | ||||
Ending balance, value at Jun. 30, 2021 | $ 327 | 117,920 | (92,904) | (574) | 24,769 | |
Ending balance, shares at Jun. 30, 2021 | 326,838,535 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 314 | $ 5 | 112,975 | (104,617) | (577) | 8,100 |
Beginning balance, shares at Dec. 31, 2020 | 314,418,812 | 11,413 | ||||
Ending balance, value at Dec. 31, 2021 | $ 334 | 134,920 | (97,392) | (1,563) | 36,299 | |
Ending balance, shares at Dec. 31, 2021 | 334,030,348 | |||||
Exercise of stock options | 3 | $ 3 | ||||
Exercise of stock options, shares | 10,000 | 39,899,423 | ||||
Cashless exercise of stock options | ||||||
Cashless exercise of stock options, shares | 200,000 | |||||
Cashless exercise of warrants | ||||||
Cashless exercise of warrants, shares | 234,961 | |||||
Release of shares under stock grants | ||||||
Release of shares under stock grants, shares | 356,938,000 | |||||
Shares issued as purchase consideration - business acquisition | $ 3 | 1,497 | 1,500 | |||
Shares issued as purchase consideration - business acquisition, shares | 2,343,750,000 | |||||
Purchase of minority interests in certain of the Company’s subsidiaries | (2,165) | 165 | (2,000) | |||
Stock issued as payment of fees | $ 1 | 273 | 274 | |||
Stock issued as payment of fees, shares | 375,000,000 | |||||
Conversion of promissory notes to stock | $ 1 | 399 | $ 400 | |||
Conversion of promissory notes to stock, shares | 1,142,858,000 | 12,542,126 | ||||
Distributions to non-controlling interests | (184) | $ (184) | ||||
Stock-based compensation | 5,024 | 5,024 | ||||
Net income | 6,011 | 126 | 6,137 | |||
Ending balance, value at Jun. 30, 2022 | $ 339 | $ 139,951 | $ (91,381) | $ (1,456) | $ 47,453 | |
Ending balance, shares at Jun. 30, 2022 | 338,693,855 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income attributable to common stockholders | $ 6,011 | $ 11,713 |
Net income attributable to noncontrolling interests | 126 | 186 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 1,552 | 963 |
Amortization of intangible assets | 425 | 346 |
Stock-based compensation | 5,024 | 1,600 |
Amortization of warrants attached to debt | 539 | |
Amortization of beneficial conversion feature | 177 | |
Amortization of original issue discount | 52 | |
Bad debt expense | 14 | 1,819 |
Fees paid with stock | 274 | |
Loss on obligations settled with equity | 3 | |
(Gain) loss on changes in fair value of investments | 679 | 415 |
Other investment income | (954) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (3,554) | (3,230) |
Deferred rents receivable | 99 | 125 |
Inventory | (1,795) | (2,398) |
Other current assets | (1,267) | (1,373) |
Other assets | (392) | (17) |
Accounts payable | 2,024 | 1,699 |
Accrued expenses and other | 180 | 4,973 |
Income taxes payable | (6,467) | |
Net cash provided by operating activities | 1,979 | 17,592 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (7,854) | (7,976) |
Business acquisitions, net of cash acquired | (12,746) | |
Purchases of cannabis licenses | (330) | (638) |
Proceeds from notes receivable | 73 | |
Interest on notes receivable | 119 | |
Net cash used in investing activities | (20,857) | (8,495) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock | 23,000 | |
Equity issuance costs | (387) | |
Proceeds from issuance of promissory notes | 35 | |
Principal payments of mortgages and promissory notes | (611) | (16,098) |
Proceeds from exercise of stock options | 3 | 9 |
Proceeds from exercise of warrants | 61 | |
Repayment of loans from related parties | (1,158) | |
Principal payments of finance leases | (102) | (18) |
Redemption of minority interests | (2,000) | |
Distributions | (184) | (183) |
Net cash (used in) provided by financing activities | (2,894) | 5,261 |
Net (decrease) increase in cash and cash equivalents | (21,772) | 14,358 |
Cash and equivalents, beginning of year | 29,683 | 2,999 |
Cash and cash equivalents, end of period | 7,911 | 17,357 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 647 | 1,405 |
Cash paid for income taxes | 11,877 | 419 |
Non-cash activities: | ||
Stock issued as purchase consideration | 1,500 | |
Conversion of promissory notes | 400 | 2,260 |
Conversions of debentures payable | 1,356 | |
Operating lease right-of-use assets and liabilities | 322 | 466 |
Finance lease right-of-use assets and liabilities | 519 | |
Common stock issued to settle obligations | 51 | |
Issuance of common stock associated with subscriptions | 5 | |
Cashless exercise of warrants | 180 | |
Cashless exercise of stock options | $ 53 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | (1) BASIS OF PRESENTATION Business MariMed Inc. (“MariMed” or the “Company”) is a multi-state operator in the United States cannabis industry. MariMed develops, operates, manages, and optimizes over 300,000 Basis of Presentation In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”). On April 27, 2022 (the “Kind Acquisition Date”), the Company acquired Kind Therapeutics USA (“Kind”). The financial results of Kind are included in the Company’s condensed consolidated financial statements for the period subsequent to the Kind Acquisition Date. Interim results are not necessarily indicative of results for the full fiscal year or any future interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”), which was filed with the U.S. Securities and Exchange Commission (“SEC”) on March 16, 2022. Certain reclassifications, not affecting previously reported net income or cash flows, have been made to the previously issued financial statements to conform to the current period presentation. Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 2 to the Consolidated Financial Statements included in the Annual Report. There were no material changes to the significant accounting policies during the three- or six-month periods ended June 30, 2022. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of MariMed and its wholly- and majority-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Noncontrolling interests represent third-party minority ownership interests in the Company’s majority-owned consolidated subsidiaries. Net income attributable to noncontrolling interests is reported in the condensed consolidated statements of operations, and the value of minority-owned interests are presented as a component of equity within the condensed consolidated balance sheets. Use of Estimates and Judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenue and expenses during the reporting periods. Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements include accounting for business combinations, inventory valuations, assumptions used to determine the fair value of stock-based compensation, and intangible asset and goodwill. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity date of three months or less to be cash equivalents. The fair values of these investments approximate their carrying values. At June 30, 2022 and December 31, 2021, the Company had cash of $ 0.1 5.1 5.0 Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments approximate their fair values and include cash equivalents, accounts receivable, deferred rents receivable, notes receivable, mortgages and notes payable, and accounts payable. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tier fair value hierarchy is based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 Level 2 Level 3 Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, Accounting Standards Updates (“ASUs”) and does not believe that the future adoption of any such ASUs will have a material impact on its financial condition or results of operations. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | (2) ACQUISITIONS Kind In December 2021, the Company entered into a membership interest purchase agreement with the members of Kind, the Company’s client in Maryland that holds licenses for the cultivation, production, and dispensing of medical cannabis, to acquire 100 13.5 6.5 5.0 In April 2022, the Maryland Medical Cannabis Commission approved the Company’s acquisition of Kind, and the acquisition was completed on the Kind Acquisition Date (the “Kind Acquisition”). Following the Kind Acquisition, the Maryland litigation between the Company and the members of Kind was dismissed (see Note 18). The Company believes that the Kind Acquisition allows it to expand its operations into the Maryland cannabis industry and marketplace. The Kind Acquisition has been accounted for as a business combination and the financial results of Kind have been included in the Company’s condensed consolidated financial statement for the period subsequent to the Kind Acquisition Date. The Company’s financial results for the three and six months ended June 30, 2022 include $ 1.7 0.3 A summary of the preliminary allocation of Kind Consideration to the acquired assets, identifiable intangible assets and certain assumed liabilities is as follows (in thousands): SCHEDULE OF ACQUIRED ASSETS IDENTIFIABLE INTANGIBLE ASSETS AND CERTAIN ASSUMED LIABILITIES Fair value of consideration transferred: Cash consideration: Cash paid at closing $ 10,128 Release of escrow 2,444 Severance paid from escrow 556 Less cash acquired (2,310 ) Net cash consideration 10,818 Note payable 5,634 Write-off accounts receivable 658 Write-off of deferred accounts receivable 842 Total fair value of consideration transferred $ 17,952 Fair value of assets acquired and (liabilities assumed): Current assets, net of cash acquired $ 5,047 Property and equipment 622 Intangible assets: Tradename and trademarks 2,041 Licenses and customer base 4,700 Non-compete agreements 42 Goodwill 6,011 Current liabilities (511 ) Total fair value of assets acquired and (liabilities assumed) $ 17,952 The valuation of the acquired intangible assets is inherently subjective and relies on significant unobservable inputs. The Company used an income approach to value the acquired tradename/trademarks, licenses/customer base, and non-compete intangible assets. The valuation for each of these intangible assets was based on estimated projections of expected cash flows to be generated by the assets discounted to the present value at discount rates commensurate with perceived risk. The valuation assumptions take into consideration the Company’s estimates of new markets, products and customers and its outcome through key assumptions driving asset values, including sales growth, royalty rates and other related costs. The Company is amortizing the identifiable intangible assets arising from the Kind Acquisition in relation to the expected cash flows from the individual intangible assets over their respective useful lives, which have a weighted average life of 5.77 Concurrent with entering into the Kind membership purchase agreement, the Company entered into a membership interest purchase agreement with one of the members of Kind to acquire such member’s entire equity ownership interest in (i) Mari Holdings MD LLC (“Mari-MD”), the Company’s majority-owned subsidiary that owns production and retail cannabis facilities in Hagerstown, MD and Annapolis, MD, and (ii) Mia Development LLC (“Mia”), the Company’s majority-owned subsidiary that owns production and retail cannabis facilities in Wilmington, DE. Upon the dismissal in June 2022 of the derivative claims in the DiPietro lawsuit (see Note 18), the Company paid the aggregate purchase consideration of $ 2.0 99.7 94.3 Green Growth Group Inc. In January 2022, the Company entered into a stock purchase agreement to acquire 100 1.9 1.5 100,000 In April 2022, the Illinois Department of Agriculture approved the Company’s acquisition of Green Growth, and the purchase transaction (the “Green Growth Acquisition”) was completed on May 5, 2022 (the “Green Growth Acquisition Date”). The Company paid the remaining $ 1.8 2,343,750 14,000 The Company has allocated the purchase price to its licenses/customer base intangible asset on a preliminary basis. The Company recorded approximately $ 57,000 of amortization expense in the three months ended June 30, 2022 for the intangible asset acquired based on an estimated ten-year life for such assets. Meditaurus LLC In September 2021, the Company acquired the remaining 30.0 100,000 94,000 10,000 70.0 2.8 The carrying value of the noncontrolling interest of approximately $ 975,000 Pending Transactions Beverly Asset Purchase In November 2021, the Company entered into an asset purchase agreement to acquire the cannabis license, property lease, and other assets and rights of, and to assume the liabilities and operating obligations associated with, a cannabis dispensary that is currently operating in Beverly, MA. The purchase price is comprised of 2,000,000 5.1 The purchase is contingent upon the approval of the Massachusetts Cannabis Control Commission, which is expected prior to the end of 2022. Concurrent with the execution of this agreement, the parties entered into a consulting agreement under which the Company provides certain oversight services related to the development, staffing, and operation of the business in exchange for a monthly fee. The Harvest Foundation LLC In 2019, the Company entered into a purchase agreement to acquire 100 The purchase agreement provides for a purchase price comprised of the issuance of (i) 1,000,000 1.2 400,000 Upon approval of the transfer, and the fulfillment of other closing conditions, if achieved, the ownership of Harvest will be transferred to the Company, and the operations of Harvest will begin to be consolidated into the Company’s financial statements. There is no assurance that the closing conditions to the Company’s acquisition of Harvest, including regulatory approval, will be achieved or that the acquisition will be consummated. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Net income per share attributable to common stockholders: | |
EARNINGS PER SHARE | (3) EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the weighted average number of shares outstanding during the period. Diluted net earnings per share is determined by using the weighted average number of common and dilutive common equivalent shares outstanding during the period, unless the effect is antidilutive. The calculations of shares used to compute net earnings per share were as follows (in thousands): SCHEDULE OF EARNINGS PER SHARE 2022 2021 2022 2021 Three months ended Six months ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Weighted average shares outstanding - basic 337,497 324,267 336,137 321,741 Potential dilutive common shares 42,129 45,990 43,088 43,583 Weighted average shares outstanding - diluted 379,626 370,257 379,225 365,324 |
DEFERRED RENTS RECEIVABLE
DEFERRED RENTS RECEIVABLE | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Rents Receivable | |
DEFERRED RENTS RECEIVABLE | (4) DEFERRED RENTS RECEIVABLE The Company is the lessor under operating leases which contain escalating rents over time, rent holidays, options to renew, requirements to pay property taxes, insurance and/or maintenance costs, and contingent rental payments based on a percentage of monthly tenant revenues. The Company is not the lessor under any finance leases. The Company recognizes fixed rental receipts from such lease agreements on a straight-line basis over the expected lease term. Differences between amounts received and amounts recognized are recorded in Deferred rents receivable in the condensed consolidated balance sheets. Contingent rentals are recognized only after tenants’ revenues are finalized and if such revenues exceed certain minimum levels. The Company leases the following owned properties: ● Delaware – a 45,000 expires in 2035 ● Maryland – a 180,000 expires in 2037 ● Massachusetts – a 138,000 October 2022 The Company subleases the following properties: ● Delaware – a 4,000 expiring in April 2027 ● Delaware – a 100,000 60,000 The sublease expires in March 2030, with an option to extend the term for three additional five-year periods. ● Delaware – a 12,000 The sublease expires in January 2026 and contains an option to negotiate an extension at the end of the lease term. The Company received rental payments aggregating $ 0.8 2.0 1.2 2.4 0.8 1.9 1.1 2.3 Future minimum rental receipts for non-cancellable leases and subleases as of June 30, 2022 were as follows (in thousands): SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES Year ending December 31, Remainder of 2022 $ 1,085 2023 1,911 2024 1,925 2025 1,946 2026 1,868 Thereafter 11,366 Total $ 20,101 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | (5) NOTES RECEIVABLE Notes receivable, including accrued interest, at June 30, 2022 and December 31, 2021 consisted of the following (in thousands): SCHEDULE OF NOTES RECEIVABLES June 30, December 31, First State Compassion Center (initial note) $ 367 $ 403 First State Compassion Center (secondary note) 8,002 7,845 Healer LLC 879 866 Total notes receivable 9,248 9,114 Notes receivable, current portion 132 127 Notes receivable, less current portion $ 9,116 $ 8,987 First State Compassion Center The Company’s cannabis-licensed client in Delaware, First State Compassion Center (“FSCC”), issued a 10 0.7 12.5 10,000 80,000 75,000 In December 2021, the Company converted financed trade accounts receivable balances from FSCC aggregating $ 7.8 7.8 6.0 54,000 Healer LLC In March 2021, the Company was issued a promissory note in the principal amount of approximately $ 0.9 0.8 94,000 6.0 The Company has the right to offset any licensing fees payable by the Company to Healer in the event Healer fails to make any payment when due. In March 2021, the Company offset approximately $ 28,000 866,000 52,000 High Fidelity In August 2021, a $ 250,000 10.0% |
INVENTORY
INVENTORY | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | (6) INVENTORY Inventory at June 30, 2022 and December 31, 2021 consisted of the following (in thousands): SCHEDULE OF INVENTORY June 30, December 31, Plants $ 1,430 $ 1,015 Ingredients and other raw materials 498 262 Work-in-process 8,262 4,661 Finished goods 5,699 3,830 Total inventory $ 15,889 $ 9,768 |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Schedule of Investments [Abstract] | |
INVESTMENTS | (7) INVESTMENTS The Company’s investments at June 30, 2022 and December 31, 2021 were comprised of the following (in thousands): SCHEDULE OF INVESTMENTS June 30, December 31, Investments – current: Flowr Corp. (formerly Terrace Inc.) $ 124 $ 251 WM Technology Inc. 401 - Total current investments $ 525 $ 251 The Company did no Flowr Corp. (formerly Terrace Inc.) In December 2020, Terrace Inc., a Canadian cannabis entity in which the Company had an ownership interest of 8.95 0.4973 The Flowr Investment is recorded at fair value, with changes in fair value recorded as a component of Other (expense) income, net, in the condensed consolidated statements of operations. The Company recorded losses of $ 0.2 0.1 0.4 MembersRSVP LLC In January 2021, the Company and MembersRSVP LLC, an entity that develops cannabis-specific software (“MRSVP”) in which the Company owned a 23.0 11.0 In addition to the reduction of the Company’s ownership interest to 12.0 In September 2021, MRSVP sold substantially all of its assets pursuant to an asset purchase agreement. In connection with this transaction, the Company received cash proceeds of $ 1.5 0.3 As an ongoing member of MRSVP, the Company was entitled to its pro rata share of any additional consideration received by MRSVP pursuant to the asset purchase agreement, which could include securities or other forms of non-cash or in-kind consideration and holdback amounts, if and when received and distributed by MRSVP. In February 2022, the Company received 121,968 0.6 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | (8) PROPERTY AND EQUIPMENT, NET The Company’s property and equipment, net, at June 30, 2022 and December 31, 2021 was comprised of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT June 30, December 31, Land $ 4,450 $ 4,450 Buildings and building improvements 38,672 35,231 Tenant improvements 16,990 9,745 Furniture and fixtures 1,973 1,888 Machinery and equipment 9,466 7,221 Construction in progress 5,897 10,569 Property and equipment, gross 77,448 69,104 Less: accumulated depreciation (8,316 ) (6,954 ) Property and equipment, net $ 69,132 $ 62,150 The amounts reported as construction in progress primarily relate to the development of facilities in Annapolis, MD, Beverly, MA and Milford, DE. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | (9) INTANGIBLE ASSETS AND GOODWILL The Company’s acquired intangible assets at June 30, 2022 consisted of the following (in thousands): SCHEDULE OF ACQUIRED INTANGIBLE ASSETS Weighted average Net amortization Accumulated carrying period (years) Cost amortization value Tradename and trademarks 3.00 $ 2,041 $ 113 $ 1,928 Licenses and customer base 8.26 8,100 169 7,931 Non-compete agreements 2.00 42 3 39 7.18 $ 10,183 $ 285 $ 9,898 Estimated future amortization expense for the Company’s intangible assets at June 30, 2022 was as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Year ending December 31, Remainder of 2022 $ 856 2023 1,712 2024 1,699 2025 1,239 2026 1,011 Thereafter 3,381 Total $ 9,898 The changes in the carrying value of the Company’s goodwill in the three months ended June 30, 2022 and 2021 were as follows (in thousands): SCHEDULE OF GOODWILL 2022 2021 Balance at January 1, $ 2,068 $ 2,068 Kind Acquisition 6,011 - Balance at June 30, $ 8,079 $ 2,068 |
MORTGAGES AND NOTES PAYABLE
MORTGAGES AND NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
MORTGAGES AND NOTES PAYABLE | (10) MORTGAGES AND NOTES PAYABLE The Company’s mortgages and notes payable are reported in the aggregate on the condensed consolidated balance sheets under the captions Mortgages and notes payable, current, and Mortgages and notes payable, net of current. Mortgages The Company’s mortgage balances, including accrued interest, at June 30, 2022 and December 31, 2021 were comprised of the following (in thousands): SCHEDULE OF MORTGAGES June 30, December 31, Bank of New England – New Bedford, MA and Middleboro, MA properties $ 12,319 $ 12,499 Bank of New England – Wilmington, DE property 1,404 1,463 DuQuoin State Bank – Anna, IL and Harrisburg, IL properties 767 778 DuQuoin State Bank – Metropolis, IL property 2,574 2,658 South Porte Bank – Mt. Vernon, IL property 814 816 Total mortgages payable 17,878 18,214 Less: Mortgages payable, current ( 1,417 ) ( 1,400 ) Mortgages payable, less current portion $ 16,461 $ 16,814 The Company maintains an amended and restated mortgage agreement with the Bank of New England with an interest rate of 6.5 August 2025 4.8 7.2 370,000 358,000 The Company maintains a second mortgage with Bank of New England that is secured by the Company’s property in Wilmington, DE (the “BNE Delaware Mortgage”). The mortgage matures in 2031 5.25 1.5 5.25 123,000 120,000 The Company maintains a mortgage with DuQuoin State Bank (“DSB”) in connection with its purchase of properties in Anna, IL and Harrisburg, IL (the “DuQuoin Mortgage”). On May 5 of each year, the DuQuoin Mortgage becomes due unless it is renewed for another year at a rate determined by DSB’s executive committee. The DuQuoin Mortgage was renewed in May 2021 at a rate of 6.75 32,000 33,000 In July 2021, the Company purchased the land and building in which it operates its cannabis dispensary in Metropolis, IL. The purchase price consisted of 750,000 705,000 1.6 2.7 matures in July 2041 6.25 30.0 70.0 78,000 73,000 In February 2020, the Company entered into a mortgage agreement with South Porte Bank for the purchase and development of a property in Mt. Vernon, IL, (the “South Porte Bank Mortgage”). Beginning in August 2021, pursuant to the amendment of the South Porte Bank Mortgage, the monthly payments of principal and interest aggregated approximately $ 6,000 Promissory Notes Promissory Note Retirements In March 2021, utilizing a portion of the proceeds from the Hadron Transaction (defined below; see Note 12) , 15.2 450,000 Promissory Note Conversions During the three months ended March 31, 2021, the holder of a note issued by the Company in June 2020, with an outstanding balance of $ 4.2 million, converted $ 1.0 million of principal and approximately $ 10,000 of accrued interest into 3,365,972 shares of the Company’s common stock. The Company issued the holder an amended and restated promissory note simultaneous with the conversion transaction representing the $ 3.2 million remaining balance due. During 2021, in a series of transactions, the noteholder converted $ 2.8 8,033,296 400,000 During the three months ended March 31, 2022, the noteholder converted the remaining principal balance of $ 400,000 1,142,858 Promissory Notes Issued as Purchase Consideration – Kind Acquisition In connection with the Kind Acquisition (see Note 2), the Company issued four-year promissory notes aggregating $ 6.5 6.0 0.3 1.5 Promissory Notes Issued to Purchase Commercial Vehicles In August 2020, the Company entered into a note agreement with First Citizens’ Federal Credit Union for the purchase of a commercial vehicle (the “First Citizens’ Note”). The First Citizens’ Note bears interest at the rate of 5.74 5,000 In June 2021, the Company entered into a note agreement with Ally Financial for the purchase of a second commercial vehicle (the “Ally Financial Note”). The Ally Financial note bears interest at the rate of 10.0 5,000 Promissory Note Issued by MariMed Hemp Inc. In September 2020, the Company paid $ 0.5 1.0 0.2 0.5 At each of June 30, 2022 and December 31, 2021, the Company was carrying an accrued interest balance of approximately $ 125,000 interest due on this note. Future Payments The future principal amounts due under the Company outstanding mortgages and notes payable at June 30, 2022 are as follows (in thousands): SCHEDULE OF MATURITIES OF OUTSTANDING DEBT Year ending December 31, Remainder of 2022 $ 1,042 2023 2,999 2024 2,323 2025 2,471 2026 1,183 Thereafter 14,025 Total 24,043 Less: discount (680 ) Total debt gross $ 23,363 |
DEBENTURES PAYABLE
DEBENTURES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBENTURES PAYABLE | (11) DEBENTURES PAYABLE In a series of transactions from October 2018 through February 2020, the Company sold an aggregate of $ 21.0 As of March 31, 2021, the holder of the $21M Debentures had converted the entire $ 21.0 80.0 1.3 56,000 4,610,645 0.29 52,000 39,000 177,000 |
MEZZANINE EQUITY
MEZZANINE EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Mezzanine Equity | |
MEZZANINE EQUITY | (12) MEZZANINE EQUITY Series B Convertible Preferred Stock In 2020, the Company entered into an exchange agreement with two unaffiliated institutional shareholders (the “Exchange Agreement”) whereby the Company (i) issued $ 4.4 4,908,333 In connection with the Exchange Agreement, the Company filed (i) a certificate of designation with respect to the rights and preferences of the Series B Stock, and (ii) a certificate of elimination to return all shares of the Series A convertible preferred stock, of which no shares were issued or outstanding at the time of filing, to the status of authorized and unissued shares of undesignated preferred stock. The holders of Series B Stock (the “Series B Holders”) are entitled to cast the number of votes equal to the number of shares of common stock into which the shares of Series B Stock are convertible, together with the holders of common stock as a single class, on most matters. However, the affirmative vote or consent of the Series B Holders voting separately as a class is required for certain acts taken by the Company, including the amendment or repeal of certain charter provisions, liquidation or winding up of the Company, creation of stock senior to the Series B Stock, and/or other acts defined in the certificate of designation. The Series B Stock shall, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank senior to the Company’s common stock. The Company shall not declare, pay, or set aside any dividends on shares of any other class or series of capital stock of the Company unless the Series B Holders then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Stock in an amount calculated pursuant to the certificate of designation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holder of Series B Stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share of Series B Stock equal to $ 3.00 At any time on or prior to the six-year anniversary of the issuance date of the Series B Stock, (i) the Series B Holders have the option to convert their shares of Series B Stock into common stock at a conversion price of $ 3.00 (ii) the Company has the option to convert all, but not less than all, shares of Series B Stock into common stock at a conversion price of $3.00 if the daily volume weighted average price of common stock (the “VWAP”) exceeds $4.00 per share for at least twenty consecutive trading days prior to the date on which the Company gives notice of such conversion to the Series B Holders. On the day following the six-year anniversary of the issuance of the Series B convertible preferred stock, all outstanding shares of Series B Stock shall automatically convert into common stock as follows: ● If the sixty-day VWAP is less than or equal to $0.50 per share, the Company shall have the option to (i) convert all shares of Series B Stock into common stock at a conversion price of $1.00 per share, and pay cash to the Series B Holders equal to the difference between the sixty-day VWAP and $3.00 per share, or (ii) pay cash to the Series B Holders equal to $3.00 per share. ● If the sixty-day VWAP is greater than $0.50 per share, the Company shall have the option to (i) convert all shares of Series B Stock into common stock at a conversion price per share equal to the quotient of $3.00 per share divided by the sixty-day VWAP, or (ii) pay cash to the Series B Holders equal to $3.00 per share, or (iii) convert all shares of Series B Stock into common stock at a conversion price per share equal to the sixty-day VWAP and pay cash to the Series B Holders equal to the difference between $3.00 per share and the sixty-day VWAP. The Company shall at all times when the Series B Stock is outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series B Stock, such number of its duly authorized shares of common stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Stock. Series C Convertible Preferred Stock In March 2021, the Company entered into a securities purchase agreement with Hadron Healthcare Master Fund (“Hadron”) with respect to a financing facility of up to $ 46.0 At the closing of the Hadron Transaction in March 2021, Hadron purchased $ 23.0 3.70 four-year 6,216,216 15,540,540 1.087 9.5 0.4 In connection with the closing of the Hadron Transaction, the Company filed a certificate of designation with respect to the rights and preferences of the Series C Stock. Such stock is zero coupon, non-voting, and has a liquidation preference equal to its original issuance price plus declared but unpaid dividends. Holders of Series C Stock are entitled to receive dividends on an as-converted basis. Of the $ 23.0 7.3 15.7 No further funding has occurred under the Hadron Facility and, on August 4, 2022, the Company and Hadron entered into a Second Amendment to the Purchase Agreement pursuant to which, inter alia |
STOCKHOLDERS_ EQUITY AND STOCK-
STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION | (13) STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION Common Stock During 2021 and 2022, the Company issued an aggregate of 12,542,126 8.8 1,142,858 During the three months ended June 30, 2022, the Company issued 2,717 2,000 In May 2022, the Company issued 350,000 217,000 In March 2022, the Company issued 375,000 274,000 Amended and Restated 2018 Stock Award and Incentive Plan The Company’s Amended and Restated 2018 Stock Award and Incentive Plan (the “2018 Plan”) provides for the award of options to purchase the Company’s common stock (“stock options”), stock appreciation rights (“SARs”), restricted stock, deferred stock, dividend equivalents, performance shares or other stock-based performance awards and other stock- or cash-based awards. Awards can be granted under the 2018 Plan to the Company’s employees, officers and non-employee directors, as well as consultants and advisors of the Company and its subsidiaries. Warrants At June 30, 2022, warrants to purchase up to 24,676,571 0.89 In April 2022, 750,000 515,039 234,961 Stock Options In June 2022, 312,248 112,248 200,000 At June 30, 2022, options to purchase up to 39,899,423 0.91 four years The grant date fair values of options to purchase common stock granted in the three and six months ended June 30, 2022 were estimated using the Black-Scholes valuation model with the following assumptions: SCHEDULE OF STOCK OPTIONS ESTIMATED USING THE BLACK-SCHOLES VALUATION MODEL WITH ASSUMPTIONS Three months Six months ended ended June 30, June 30, 2022 2022 Estimated life (in years) 5.0 5.0 Volatility 98.4 % 98.4 % Risk-free interest rates 3.0 % 3.0 % Dividend yield - - Stock-Based Compensation The Company recorded stock-based compensation of $ 2.6 5.0 1.2 1.6 |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | (14) REVENUE The Company’s main sources of revenue are comprised of the following: ● Product sales (retail and wholesale) – direct sales of cannabis and cannabis-infused products primarily by the Company’s retail dispensaries and wholesale operations in Massachusetts, Illinois and, as of the Kind Acquisition Date, Maryland. This revenue is recognized when products are delivered or at retail points-of-sale. ● Real estate rentals – rental income and additional rental fees generated from leasing of the Company’s state-of-the-art, regulatory compliant cannabis facilities to its cannabis-licensed clients. Rental income is generally a fixed amount per month that escalates over the respective lease terms, while additional rental fees are based on a percentage of tenant revenues that exceed specified amounts. ● Management fees – fees for providing the Company’s cannabis clients with comprehensive oversight of their cannabis cultivation, production and dispensary operations. These fees are based on a percentage of such clients’ revenue and are recognized after services have been performed. ● Supply procurement – resale of cultivation and production resources, supplies and equipment, acquired by the Company from top national vendors at discounted prices, to its clients and third parties within the cannabis industry. The Company recognizes this revenue after the delivery and acceptance of goods by the purchaser. ● Licensing fees – revenue from the sale of the Company’s branded products, including Betty’s Eddies and Kalm Fusion, and from the sublicensing or contracted brands, including Healer and Tikum Olam, to regulated dispensaries throughout the United States and Puerto Rico. This revenue is recognized when the products are delivered. The Financial Accounting Standards Board Accounting Standards Codification 606, Revenue from Contract with Customers, ● Identify the contract(s) with a customer; ● Identify the performance obligations in the contract(s); ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract(s); and ● Recognize revenue as the performance obligation is satisfied. Additionally, when another party is involved in providing goods or services to the Company’s clients, a determination is made as to who—the Company or the other party—is acting in the capacity as the principal in the sale transaction, and who is the agent arranging for goods or services to be provided by the other party. The Company is typically considered the principal if it controls the specified good or service before such good or service is transferred to its client. The Company may also be deemed to be the principal even if it engages another party (an agent) to satisfy some of the performance obligations on its behalf, provided the Company (i) takes on certain responsibilities, obligations, and risks, (ii) possesses certain abilities and discretion, or (iii) other relevant indicators of the sale. If deemed an agent, the Company would not recognize revenue for the performance obligations it does not satisfy. Revenue for the three and six months ended June 30, 2022 and 2021 was comprised of the following (in thousands): SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES 2022 2021 2022 2021 Three months ended Six months ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Product revenue: Product sales - retail $ 23,087 $ 20,552 $ 44,528 $ 35,776 Product sales - wholesale 7,958 8,178 14,020 13,903 Total product sales 31,045 28,730 58,548 49,679 Other revenue: Real estate rentals 846 1,862 2,433 3,671 Supply procurement 820 398 2,010 918 Management fees 81 981 834 1,877 Licensing fees 194 598 443 1,067 Total other revenue 1,941 3,839 5,720 7,533 Total revenue $ 32,986 $ 32,569 $ 64,268 $ 57,212 |
MAJOR CUSTOMERS
MAJOR CUSTOMERS | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS | (15) MAJOR CUSTOMERS The Company did not have any customers that contributed 10 . At June 30, 2022, one customer accounted for 10 26 10 28 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
LEASES | (16) LEASES Arrangements that are determined to be leases with a term greater than one year are accounted for by the recognition of right-of-use assets that represent the Company’s right to use an underlying asset for the lease term, and lease liabilities, that represent the Company’s obligation to make lease payments arising from the lease. Non-lease components within lease agreements are accounted for separately. Right-of-use assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term, utilizing the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company is the lessee under six operating leases and four finance leases. These leases contain rent holidays and customary escalations of lease payments for the type of facilities being leased. The Company recognizes rent expense on a straight-line basis over the expected lease term, including cancelable option periods which the Company fully expects to exercise. Certain leases require the payment of property taxes, insurance and/or maintenance costs in addition to the rent payments. The Company leases the following facilities under operating leases: ● Delaware – 4,000 five-year lease that expires in April 2027 ● Delaware – a 100,000 60,000 The lease expires in March 2030, with an option to extend the term for three additional years ● Delaware – a 12,000 The lease expires in January 2026 and contains an option to negotiate an extension at the end of the lease ● Nevada – 10,000 lease expiring in 2024 ● Massachusetts – 10,000 expiring in 2028 option to extend the term for an additional five-year period ● Maryland – a 2,700 expires in July 2023 The Company leases machinery and office equipment under finance leases that expire from February 2024 through February 2026 The components of lease expense for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands): SCHEDULE OF COMPONENTS OF LEASE EXPENSE Three months ended Six months ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Operating lease expense $ 298 $ 277 $ 575 $ 544 Finance lease expenses: Amortization of right of use assets $ 40 $ 8 $ 59 $ 16 Interest on lease liabilities 10 1 17 3 Total finance lease expense $ 50 $ 9 $ 76 $ 19 At June 30, 2022, the weighted average remaining lease terms for operating leases and finance leases were 6.9 3.5 7.5 12.0 Future minimum lease payments as of June 30, 2022 under all non-cancelable leases having an initial or remaining term of more than one year were (in thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON CANCELABLE OPERATING LEASES Operating Finance leases leases Remainder of 2022 $ 571 $ 90 2023 1,264 176 2024 1,199 153 2025 1,179 150 2026 1,129 22 Thereafter 3,214 - Total lease payments 8,556 591 Less: imputed interest (2,935 ) (73 ) $ 5,621 $ 518 In November 2021, the Company entered into lease agreements for six retail properties, each with square footage between 4,000 6,000 31.00 In the event the Company is awarded one or more of the six Ohio cannabis licenses for which it had previously applied, the Company can extend the term of one or more of the Ohio Leases to ten years (with two additional five-year options to extend) upon the payment of $ 50,000 In February 2022, the Company was notified that it was awarded a cannabis dispensary license from the state of Ohio. The Company is awaiting the final verification process to be completed by the state. As of June 30, 2022, the lease terms of the Ohio Leases were all less than one year, and accordingly the Company has not recorded a right-of-use asset and corresponding lease liability on its balance sheet. In April 2022, the Company extended the term of one of the Ohio Leases, and the remaining five Ohio Leases were terminated. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | (17) RELATED PARTY TRANSACTIONS The Company’s corporate offices are leased from an entity in which the Company’s former Chief Financial Officer, now the Company’s Chief Administrative Officer (“CAO”) has an investment interest. This lease expires in October 2028 and contains a five-year extension option. Expenses incurred under this lease were approximately $ 39,000 78,000 The Company procures nutrients, lab equipment, cultivation supplies, furniture, and tools from an entity owned by the family of the Company’s Chief Operating Officer (“COO”). Purchases from this entity totaled $ 1.4 2.3 1.2 2.0 The Company pays royalties on the revenue generated from its Betty’s Eddies product line to an entity owned by the Company’s COO and its Senior Vice President of Sales (“SVP Sales”) under a royalty agreement. This agreement was amended effective January 1, 2021 whereby, among other modifications, the royalty percentage changed from 2.5% on all sales of Betty’s Eddies products to (i) 3.0% and 10.0% of wholesale sales of existing products within the product line if sold directly by the Company, or licensed by the Company for sale by third parties, respectively, and (ii) 0.5% and 1.0% of wholesale sales of future developed products within the product line if sold directly by the Company, or licensed by the Company for sale by third-parties, respectively 53,000 109,000 79,000 162,000 During the three and six months ended June 30, 2022, one of the Company’s majority-owned subsidiaries paid aggregate distributions of $ 12,600 23,100 12,000 21,000 During the three and six months ended June 30, 2022, one of the Company’s majority-owned subsidiaries paid distributions of $ 8,000 11,000 During the three and six months ended June 30, 2022, the Company purchased fixed assets and consulting services aggregating $ 267,000 659,000 308,000 573,000 During the three and six months ended June 30, 2022, the Company purchased fixed assets of $ 278,000 360,000 156,000 466,000 The Company’s mortgages with Bank of New England, DuQuoin State Bank, and South Porte Bank are personally guaranteed by the Company’s CEO and the Company’s CAO. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (18) COMMITMENTS AND CONTINGENCIES Maryland Litigation Following the consummation of the Kind Acquisition, in April 2022, the Maryland litigation between the Company and the members of Kind was dismissed in its entirety with prejudice, and the parties have released one another of any and all claims between them. DiPietro Lawsuit In December 2021, the parties to this action entered into a global confidential settlement and release agreement, along with the parties to the aforementioned Maryland litigation. At the same date, the Company’s wholly-owned subsidiary MariMed Advisors Inc. (“MMA”) and Jennifer DiPietro (“Ms. DiPietro”), one of the former members of Kind, entered into membership interest purchase agreement pursuant to which the Company would purchase Ms. DiPietro’s interests in Mia and Mari-MD. Upon the court’s approval of the parties’ joint motion for approval, on June 8, 2022, the purchase of Ms. DiPietro’s interests was consummated. The parties released all direct and derivative claims against one another, and a stipulation dismissing all claims and counterclaims with prejudice was filed with the court. Bankruptcy Claim During 2019, the Company’s MMH subsidiary sold and delivered hemp seed inventory to GenCanna Global Inc., a Kentucky-based cultivator, producer, and distributor of hemp (“GenCanna”). At the time of sale, the Company owned a 33.5 29.0 In February 2020, GenCanna USA, GenCanna’s wholly-owned operating subsidiary, under pressure from certain of its creditors including MGG Investment Group LP, GenCanna’s senior lender (“MGG”), agreed to convert a previously-filed involuntary bankruptcy proceeding with the U.S. Bankruptcy Court in the Eastern District of Kentucky (the “Bankruptcy Court”) into a voluntary Chapter 11 proceeding. In addition, GenCanna and GenCanna USA’s subsidiary, Hemp Kentucky LLC (collectively with GenCanna and GenCanna USA, the “GenCanna Debtors”), filed voluntary petitions under Chapter 11 in the Bankruptcy Court. In May 2020, after an abbreviated solicitation/bid/sale process, the Bankruptcy Court, over numerous objections by creditors and shareholders of the GenCanna Debtors which included the Company, entered an order authorizing the sale of all or substantially all of the assets of the GenCanna Debtors to MGG. After the consummation of the sale of all or substantially all of their assets and business, the GenCanna Debtors n/k/a OGGUSA, Inc. and OGG, Inc. (the “OGGUSA Debtors”) filed their liquidating plan of reorganization (the “Liquidating Plan”) to collect various prepetition payments and commercial claims against third parties, liquidate the remaining assets of the ODDUSA Debtors, and make payments to creditors. The Company and the unsecured creditors committee filed objections to such Liquidating Plan, including opposition to the release of litigation against the OGGUSA Debtors’ senior lender, MGG, for lender liability, equitable subordination, and return of preference. As a part of such plan confirmation process, the OGGUSA Debtors filed various objections to proofs of claims filed by various creditors, including the proof of claim in the amount of $ 33.6 31.0 Since the approval of the Liquidating Plan, the OGGUSA Debtors have been in the process of liquidating the remaining assets, negotiating and prosecuting objections to other creditors’ claims, and pursuing the collection of accounts receivable and Chapter 5 bankruptcy avoidance claims. In January 2022, the Company, at the request of the Liquidating Plan administrator for the OGGUSA Debtors, executed a written release of claims, if any, of the Company against Huron Consulting Group (“Huron”), a financial consulting and management company retained by the senior lender of the OGGUSA Debtors to perform loan management services for the lender and OGGUSA Debtors prior to and during their Chapter 11 bankruptcy cases. Such release was executed in connection with a comprehensive settlement agreement between the OGGUSA Debtors and Huron. In consideration for the Company’s execution of the release, Huron paid an additional $ 40,000 On April 20, 2022, the Plan Administrator for the OGGUSA Debtors filed an adversary proceeding against the Company seeking to recover approximately $ 200,000 As of the date of this filing, there is still insufficient information as to what portion, if any, of the Company’s allowed claim will be paid upon the completion of the liquidation of the remaining assets of the OGGUSA Debtors. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | (19) SUBSEQUENT EVENTS The Company’s common stock commenced trading on the Canadian Securities Exchange on July 12, 2022 under the ticker symbol MRMD. In July 2022, Mari Holdings Mt Vernon LLC, a wholly owned subsidiary of the Company, entered into a $ 3 20 7.75 7.75 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Business | Business MariMed Inc. (“MariMed” or the “Company”) is a multi-state operator in the United States cannabis industry. MariMed develops, operates, manages, and optimizes over 300,000 |
Basis of Presentation | Basis of Presentation In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”). On April 27, 2022 (the “Kind Acquisition Date”), the Company acquired Kind Therapeutics USA (“Kind”). The financial results of Kind are included in the Company’s condensed consolidated financial statements for the period subsequent to the Kind Acquisition Date. Interim results are not necessarily indicative of results for the full fiscal year or any future interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”), which was filed with the U.S. Securities and Exchange Commission (“SEC”) on March 16, 2022. Certain reclassifications, not affecting previously reported net income or cash flows, have been made to the previously issued financial statements to conform to the current period presentation. |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 2 to the Consolidated Financial Statements included in the Annual Report. There were no material changes to the significant accounting policies during the three- or six-month periods ended June 30, 2022. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of MariMed and its wholly- and majority-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Noncontrolling interests represent third-party minority ownership interests in the Company’s majority-owned consolidated subsidiaries. Net income attributable to noncontrolling interests is reported in the condensed consolidated statements of operations, and the value of minority-owned interests are presented as a component of equity within the condensed consolidated balance sheets. |
Use of Estimates and Judgments | Use of Estimates and Judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenue and expenses during the reporting periods. Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements include accounting for business combinations, inventory valuations, assumptions used to determine the fair value of stock-based compensation, and intangible asset and goodwill. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity date of three months or less to be cash equivalents. The fair values of these investments approximate their carrying values. At June 30, 2022 and December 31, 2021, the Company had cash of $ 0.1 5.1 5.0 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments approximate their fair values and include cash equivalents, accounts receivable, deferred rents receivable, notes receivable, mortgages and notes payable, and accounts payable. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tier fair value hierarchy is based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 Level 2 Level 3 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, Accounting Standards Updates (“ASUs”) and does not believe that the future adoption of any such ASUs will have a material impact on its financial condition or results of operations. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF ACQUIRED ASSETS IDENTIFIABLE INTANGIBLE ASSETS AND CERTAIN ASSUMED LIABILITIES | A summary of the preliminary allocation of Kind Consideration to the acquired assets, identifiable intangible assets and certain assumed liabilities is as follows (in thousands): SCHEDULE OF ACQUIRED ASSETS IDENTIFIABLE INTANGIBLE ASSETS AND CERTAIN ASSUMED LIABILITIES Fair value of consideration transferred: Cash consideration: Cash paid at closing $ 10,128 Release of escrow 2,444 Severance paid from escrow 556 Less cash acquired (2,310 ) Net cash consideration 10,818 Note payable 5,634 Write-off accounts receivable 658 Write-off of deferred accounts receivable 842 Total fair value of consideration transferred $ 17,952 Fair value of assets acquired and (liabilities assumed): Current assets, net of cash acquired $ 5,047 Property and equipment 622 Intangible assets: Tradename and trademarks 2,041 Licenses and customer base 4,700 Non-compete agreements 42 Goodwill 6,011 Current liabilities (511 ) Total fair value of assets acquired and (liabilities assumed) $ 17,952 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Net income per share attributable to common stockholders: | |
SCHEDULE OF EARNINGS PER SHARE | The calculations of shares used to compute net earnings per share were as follows (in thousands): SCHEDULE OF EARNINGS PER SHARE 2022 2021 2022 2021 Three months ended Six months ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Weighted average shares outstanding - basic 337,497 324,267 336,137 321,741 Potential dilutive common shares 42,129 45,990 43,088 43,583 Weighted average shares outstanding - diluted 379,626 370,257 379,225 365,324 |
DEFERRED RENTS RECEIVABLE (Tabl
DEFERRED RENTS RECEIVABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Rents Receivable | |
SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES | Future minimum rental receipts for non-cancellable leases and subleases as of June 30, 2022 were as follows (in thousands): SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES Year ending December 31, Remainder of 2022 $ 1,085 2023 1,911 2024 1,925 2025 1,946 2026 1,868 Thereafter 11,366 Total $ 20,101 |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF NOTES RECEIVABLES | Notes receivable, including accrued interest, at June 30, 2022 and December 31, 2021 consisted of the following (in thousands): SCHEDULE OF NOTES RECEIVABLES June 30, December 31, First State Compassion Center (initial note) $ 367 $ 403 First State Compassion Center (secondary note) 8,002 7,845 Healer LLC 879 866 Total notes receivable 9,248 9,114 Notes receivable, current portion 132 127 Notes receivable, less current portion $ 9,116 $ 8,987 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory at June 30, 2022 and December 31, 2021 consisted of the following (in thousands): SCHEDULE OF INVENTORY June 30, December 31, Plants $ 1,430 $ 1,015 Ingredients and other raw materials 498 262 Work-in-process 8,262 4,661 Finished goods 5,699 3,830 Total inventory $ 15,889 $ 9,768 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule of Investments [Abstract] | |
SCHEDULE OF INVESTMENTS | The Company’s investments at June 30, 2022 and December 31, 2021 were comprised of the following (in thousands): SCHEDULE OF INVESTMENTS June 30, December 31, Investments – current: Flowr Corp. (formerly Terrace Inc.) $ 124 $ 251 WM Technology Inc. 401 - Total current investments $ 525 $ 251 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | The Company’s property and equipment, net, at June 30, 2022 and December 31, 2021 was comprised of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT June 30, December 31, Land $ 4,450 $ 4,450 Buildings and building improvements 38,672 35,231 Tenant improvements 16,990 9,745 Furniture and fixtures 1,973 1,888 Machinery and equipment 9,466 7,221 Construction in progress 5,897 10,569 Property and equipment, gross 77,448 69,104 Less: accumulated depreciation (8,316 ) (6,954 ) Property and equipment, net $ 69,132 $ 62,150 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS | The Company’s acquired intangible assets at June 30, 2022 consisted of the following (in thousands): SCHEDULE OF ACQUIRED INTANGIBLE ASSETS Weighted average Net amortization Accumulated carrying period (years) Cost amortization value Tradename and trademarks 3.00 $ 2,041 $ 113 $ 1,928 Licenses and customer base 8.26 8,100 169 7,931 Non-compete agreements 2.00 42 3 39 7.18 $ 10,183 $ 285 $ 9,898 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS | Estimated future amortization expense for the Company’s intangible assets at June 30, 2022 was as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Year ending December 31, Remainder of 2022 $ 856 2023 1,712 2024 1,699 2025 1,239 2026 1,011 Thereafter 3,381 Total $ 9,898 |
SCHEDULE OF GOODWILL | The changes in the carrying value of the Company’s goodwill in the three months ended June 30, 2022 and 2021 were as follows (in thousands): SCHEDULE OF GOODWILL 2022 2021 Balance at January 1, $ 2,068 $ 2,068 Kind Acquisition 6,011 - Balance at June 30, $ 8,079 $ 2,068 |
MORTGAGES AND NOTES PAYABLE (Ta
MORTGAGES AND NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MORTGAGES | The Company’s mortgage balances, including accrued interest, at June 30, 2022 and December 31, 2021 were comprised of the following (in thousands): SCHEDULE OF MORTGAGES June 30, December 31, Bank of New England – New Bedford, MA and Middleboro, MA properties $ 12,319 $ 12,499 Bank of New England – Wilmington, DE property 1,404 1,463 DuQuoin State Bank – Anna, IL and Harrisburg, IL properties 767 778 DuQuoin State Bank – Metropolis, IL property 2,574 2,658 South Porte Bank – Mt. Vernon, IL property 814 816 Total mortgages payable 17,878 18,214 Less: Mortgages payable, current ( 1,417 ) ( 1,400 ) Mortgages payable, less current portion $ 16,461 $ 16,814 |
SCHEDULE OF MATURITIES OF OUTSTANDING DEBT | The future principal amounts due under the Company outstanding mortgages and notes payable at June 30, 2022 are as follows (in thousands): SCHEDULE OF MATURITIES OF OUTSTANDING DEBT Year ending December 31, Remainder of 2022 $ 1,042 2023 2,999 2024 2,323 2025 2,471 2026 1,183 Thereafter 14,025 Total 24,043 Less: discount (680 ) Total debt gross $ 23,363 |
STOCKHOLDERS_ EQUITY AND STOC_2
STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS ESTIMATED USING THE BLACK-SCHOLES VALUATION MODEL WITH ASSUMPTIONS | The grant date fair values of options to purchase common stock granted in the three and six months ended June 30, 2022 were estimated using the Black-Scholes valuation model with the following assumptions: SCHEDULE OF STOCK OPTIONS ESTIMATED USING THE BLACK-SCHOLES VALUATION MODEL WITH ASSUMPTIONS Three months Six months ended ended June 30, June 30, 2022 2022 Estimated life (in years) 5.0 5.0 Volatility 98.4 % 98.4 % Risk-free interest rates 3.0 % 3.0 % Dividend yield - - |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES | Revenue for the three and six months ended June 30, 2022 and 2021 was comprised of the following (in thousands): SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES 2022 2021 2022 2021 Three months ended Six months ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Product revenue: Product sales - retail $ 23,087 $ 20,552 $ 44,528 $ 35,776 Product sales - wholesale 7,958 8,178 14,020 13,903 Total product sales 31,045 28,730 58,548 49,679 Other revenue: Real estate rentals 846 1,862 2,433 3,671 Supply procurement 820 398 2,010 918 Management fees 81 981 834 1,877 Licensing fees 194 598 443 1,067 Total other revenue 1,941 3,839 5,720 7,533 Total revenue $ 32,986 $ 32,569 $ 64,268 $ 57,212 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
SCHEDULE OF COMPONENTS OF LEASE EXPENSE | The components of lease expense for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands): SCHEDULE OF COMPONENTS OF LEASE EXPENSE Three months ended Six months ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Operating lease expense $ 298 $ 277 $ 575 $ 544 Finance lease expenses: Amortization of right of use assets $ 40 $ 8 $ 59 $ 16 Interest on lease liabilities 10 1 17 3 Total finance lease expense $ 50 $ 9 $ 76 $ 19 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON CANCELABLE OPERATING LEASES | Future minimum lease payments as of June 30, 2022 under all non-cancelable leases having an initial or remaining term of more than one year were (in thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON CANCELABLE OPERATING LEASES Operating Finance leases leases Remainder of 2022 $ 571 $ 90 2023 1,264 176 2024 1,199 153 2025 1,179 150 2026 1,129 22 Thereafter 3,214 - Total lease payments 8,556 591 Less: imputed interest (2,935 ) (73 ) $ 5,621 $ 518 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) $ in Millions | Jun. 30, 2022 USD ($) | Apr. 30, 2022 ft² | Dec. 31, 2021 USD ($) | Jun. 30, 2021 ft² |
Accounting Policies [Abstract] | ||||
Area of land | ft² | 14,000 | 300,000 | ||
Cash | $ 0.1 | $ 0.1 | ||
Cash hled in escrow | $ 5.1 | 5.1 | ||
Escrow deposit | $ 5 |
SCHEDULE OF ACQUIRED ASSETS IDE
SCHEDULE OF ACQUIRED ASSETS IDENTIFIABLE INTANGIBLE ASSETS AND CERTAIN ASSUMED LIABILITIES (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair value of assets acquired and (liabilities assumed): | ||||
Goodwill | $ 8,079 | $ 2,068 | $ 2,068 | $ 2,068 |
Kind Therapeutics USA LLC. [Member] | ||||
Fair value of consideration transferred: | ||||
Cash paid at closing | 10,128 | |||
Release of escrow | 2,444 | |||
Severance paid from escrow | 556 | |||
Less cash acquired | (2,310) | |||
Net cash consideration | 10,818 | |||
Note payable | 5,634 | |||
Write-off accounts receivable | 658 | |||
Write-off of deferred accounts receivable | 842 | |||
Total fair value of consideration transferred | 17,952 | |||
Fair value of assets acquired and (liabilities assumed): | ||||
Current assets, net of cash acquired | 5,047 | |||
Property and equipment | 622 | |||
Goodwill | 6,011 | |||
Current liabilities | (511) | |||
Total fair value of assets acquired and (liabilities assumed) | 17,952 | |||
Kind Therapeutics USA LLC. [Member] | Trademarks and Trade Names [Member] | ||||
Fair value of assets acquired and (liabilities assumed): | ||||
Non-compete agreements | 2,041 | |||
Kind Therapeutics USA LLC. [Member] | Licenses and Customer Base [Member] | ||||
Fair value of assets acquired and (liabilities assumed): | ||||
Non-compete agreements | 4,700 | |||
Kind Therapeutics USA LLC. [Member] | Noncompete Agreements [Member] | ||||
Fair value of assets acquired and (liabilities assumed): | ||||
Non-compete agreements | $ 42 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
May 05, 2022 USD ($) shares | Apr. 13, 2022 USD ($) | Jan. 31, 2022 USD ($) | Nov. 30, 2021 USD ($) shares | Sep. 30, 2021 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) ft² | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) shares | Apr. 30, 2022 ft² shares | |
Business Acquisition [Line Items] | ||||||||||
Intangible assets useful lives | 7 years 2 months 4 days | |||||||||
Common stock value,issued | $ 339,000 | $ 334,000 | ||||||||
Produce cannabis | ft² | 300,000 | 14,000 | ||||||||
Amortization expense of intangible asset | $ 425,000 | $ 346,000 | ||||||||
Warrants to purchase shares | shares | 24,676,571 | 750,000 | ||||||||
Beverly Asset Purchase [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock issued during period shares purchase of assets | shares | 2,000,000 | |||||||||
Stock issued during period value purchase of assets | $ 5,100,000 | |||||||||
Green Growth Group Inc Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire management contract rights | $ 1,900,000 | |||||||||
Common stock value,issued | 1,500,000 | |||||||||
Business combination contingent consideration liability | $ 100,000 | |||||||||
Payments to acquire business comibination | $ 1,800,000 | |||||||||
Payments to acquire management contract rights | shares | 2,343,750 | |||||||||
Amortization expense of intangible asset | $ 57,000 | |||||||||
Meditaurus LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock value,issued | $ 94,000 | |||||||||
Sale of stock, shares | shares | 100,000 | |||||||||
Cash acquired from acquisition | $ 10,000 | |||||||||
Net of cash acquired | $ 2,800,000 | |||||||||
Noncontrolling interest increase from business combination | $ 975,000 | |||||||||
The Harvest Foundation LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Sale of stock, shares | shares | 1,000,000 | |||||||||
Percentage of voting interests acquired | 100% | |||||||||
Sale of stock, value | $ 1,200,000 | |||||||||
Warrants to purchase shares | shares | 400,000 | |||||||||
Mari Holdings MD LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Increase in ownership percentage | 99.70% | |||||||||
Mia Development LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Increase in ownership percentage | 94.30% | |||||||||
Mari-MD and Mia [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate purchase consideration paid | $ 2,000,000 | |||||||||
Kind Therapeutics USA LLC. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 100% | |||||||||
Payments to acquire management contract rights | $ 13,500,000 | |||||||||
Escrow deposit disbursements related to property acquisition | 5,000,000 | |||||||||
Business acquisitions, revenue | 1,700,000 | |||||||||
Business acquisitions related net loss | 300,000 | |||||||||
Intangible assets useful lives | 5 years 9 months 7 days | |||||||||
Kind Therapeutics USA LLC. [Member] | 6% Promissory notes [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Line of credit facility, current borrowing capacity | $ 6,500,000 | |||||||||
Green Growth Group Inc Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 100% | |||||||||
Meditaurus LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 30% | 70% |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net income per share attributable to common stockholders: | ||||
Weighted average shares outstanding - basic | 337,497 | 324,267 | 336,137 | 321,741 |
Potential dilutive common shares | 42,129 | 45,990 | 43,088 | 43,583 |
Weighted average shares outstanding - diluted | 379,626 | 370,257 | 379,225 | 365,324 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Deferred Rents Receivable | |
Remainder of 2022 | $ 1,085 |
2023 | 1,911 |
2024 | 1,925 |
2025 | 1,946 |
2026 | 1,868 |
Thereafter | 11,366 |
Total | $ 20,101 |
DEFERRED RENTS RECEIVABLE (Deta
DEFERRED RENTS RECEIVABLE (Details Narrative) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) ft² | Jun. 30, 2021 USD ($) ft² | Jun. 30, 2022 USD ($) ft² | Jun. 30, 2021 USD ($) ft² | Apr. 30, 2022 ft² | |
Area of land | 300,000 | 300,000 | 14,000 | ||
Rental payments | $ | $ 0.8 | $ 1.2 | $ 2 | $ 2.4 | |
Revenue recognization | $ | $ 0.8 | $ 1.1 | $ 1.9 | $ 2.3 | |
DELAWARE | |||||
Area of land | 45,000 | 45,000 | |||
Lease expiration description | expires in 2035 | ||||
DELAWARE | Cannabis Dispensary [Member] | |||||
Area of land | 4,000 | 4,000 | |||
Lease expiration description | expiring in April 2027 | ||||
DELAWARE | Warehouse [Member] | |||||
Area of land | 100,000 | 100,000 | |||
DELAWARE | Cultivation and Processing Facility [Member] | |||||
Area of land | 60,000 | 60,000 | |||
Lease expiration description | The sublease expires in March 2030, with an option to extend the term for three additional five-year periods. | ||||
DELAWARE | Cannabis Production Facility [Member] | |||||
Area of land | 12,000 | 12,000 | |||
Lease expiration description | The sublease expires in January 2026 and contains an option to negotiate an extension at the end of the lease term. | ||||
MARYLAND | |||||
Area of land | 180,000 | 180,000 | |||
Lease expiration description | expires in 2037 | ||||
MASSACHUSETTS | |||||
Area of land | 138,000 | 138,000 | |||
Lease expiration description | October 2022 |
SCHEDULE OF NOTES RECEIVABLES (
SCHEDULE OF NOTES RECEIVABLES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Total notes receivable | $ 9,248 | $ 9,114 |
Notes receivable, current portion | 132 | 127 |
Notes receivable, less current portion | 9,116 | 8,987 |
First State Compassion Center [Member] | ||
Total notes receivable | 367 | 403 |
First State Compassion Center Secondary Note [Member] | ||
Total notes receivable | 8,002 | 7,845 |
Healer LLC [Member] | ||
Total notes receivable | $ 879 | $ 866 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Aug. 31, 2021 | Mar. 31, 2021 | May 31, 2016 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Proceeds from sale of notes receivable | $ 119,000 | |||||
Notes receivable related parties current | 132,000 | $ 127,000 | ||||
Notes receivable | 9,248,000 | $ 9,114,000 | ||||
Principal balance | 8,800,000 | |||||
First State Compassion Center [Member] | Convertible Promissory Note [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Loan interest rate | 6% | |||||
Notes receivable | $ 7,800,000 | |||||
Convertible note payable | 7,800,000 | |||||
Interest receivable | $ 54,000 | |||||
First State Compassion Center [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Debt instrument term | 10 years | |||||
Proceeds from sale of notes receivable | $ 700,000 | |||||
Loan interest rate | 12.50% | |||||
Debt instrument periodic payment | $ 10,000 | |||||
Notes receivable related parties current | 80,000 | 75,000 | ||||
Healer LLC [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Loan interest rate | 6% | |||||
Interest receivable | $ 94,000 | |||||
Principal balance | 800,000 | |||||
Licensing fees | 28,000 | |||||
Healer LLC [Member] | Promissory Note [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Principal balance | 900,000 | |||||
Healer LLC [Member] | Revised Healer Note [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Principal balance | $ 866,000 | $ 52,000 | $ 52,000 | |||
High Fidelity Inc [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Loan interest rate | 10% | |||||
Amount of loans to related party | $ 250,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Plants | $ 1,430 | $ 1,015 |
Ingredients and other raw materials | 498 | 262 |
Work-in-process | 8,262 | 4,661 |
Finished goods | 5,699 | 3,830 |
Total inventory | $ 15,889 | $ 9,768 |
SCHEDULE OF INVESTMENTS (Detail
SCHEDULE OF INVESTMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of Investments [Line Items] | ||
Total current investments | $ 525 | $ 251 |
Terrace Inc [Member] | ||
Schedule of Investments [Line Items] | ||
Total current investments | 124 | 251 |
WM Technology Inc [Member] | ||
Schedule of Investments [Line Items] | ||
Total current investments | $ 401 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Feb. 28, 2022 | Sep. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Noncurrent investment | $ 0 | $ 0 | ||||||
Gain (loss) on investments | (679,000) | $ (415,000) | ||||||
MembersRSVP LLC [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Ownership percentage by parent | 12% | |||||||
Membership interest transferred | 11% | |||||||
Proceeds from investment | $ 1,500,000 | |||||||
Gain loss on sale of investment | $ 300,000 | 600,000 | 600,000 | |||||
Stock issued during period shares purchase of assets | 121,968 | |||||||
MembersRSVP LLC [Member] | Membership Interest Agreement [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Ownership percentage by parent | 23% | |||||||
Terrace Inc [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Percentage for acquired interest rate | 8.95% | |||||||
Number of shares received under acquisition | 0.4973 | |||||||
Gain (loss) on investments | $ 200,000 | $ 400,000 | $ 100,000 | $ 400,000 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 77,448 | $ 69,104 |
Less: accumulated depreciation | (8,316) | (6,954) |
Property and equipment, net | 69,132 | 62,150 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,450 | 4,450 |
Buildings and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 38,672 | 35,231 |
Tenant Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,990 | 9,745 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,973 | 1,888 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,466 | 7,221 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,897 | $ 10,569 |
SCHEDULE OF ACQUIRED INTANGIBLE
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 7 years 2 months 4 days | |
Cost | $ 10,183 | |
Accumulated amortization | 285 | |
Intangible assets net | $ 9,898 | $ 162 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 3 years | |
Cost | $ 2,041 | |
Accumulated amortization | 113 | |
Intangible assets net | $ 1,928 | |
Licenses and Customer Base [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 8 years 3 months 3 days | |
Cost | $ 8,100 | |
Accumulated amortization | 169 | |
Intangible assets net | $ 7,931 | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 2 years | |
Cost | $ 42 | |
Accumulated amortization | 3 | |
Intangible assets net | $ 39 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 856 | |
2023 | 1,712 | |
2024 | 1,699 | |
2025 | 1,239 | |
2026 | 1,011 | |
Thereafter | 3,381 | |
Total | $ 9,898 | $ 162 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance at January 1, | $ 2,068 | $ 2,068 |
Kind Acquisition | 6,011 | |
Balance at June 30, | $ 8,079 | $ 2,068 |
SCHEDULE OF MORTGAGES (Details)
SCHEDULE OF MORTGAGES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total mortgages payable | $ 24,043 | |
Mortgage [Member] | ||
Short-Term Debt [Line Items] | ||
Total mortgages payable | 17,878 | $ 18,214 |
Less: Mortgages payable, current | 1,417 | 1,400 |
Mortgages payable, less current portion | 16,461 | 16,814 |
Mortgage [Member] | Bank of New England - New Bedford, MA and Middleboro, MA properties [Member] | ||
Short-Term Debt [Line Items] | ||
Total mortgages payable | 12,319 | 12,499 |
Mortgage [Member] | Bank of New England - Wilmington, DE property [Member] | ||
Short-Term Debt [Line Items] | ||
Total mortgages payable | 1,404 | 1,463 |
Mortgage [Member] | DuQuoin State Bank - Anna, IL and Harrisburg, IL properties [Member] | ||
Short-Term Debt [Line Items] | ||
Total mortgages payable | 767 | 778 |
Mortgage [Member] | DuQuoin State Bank - Metropolis, IL property [Member] | ||
Short-Term Debt [Line Items] | ||
Total mortgages payable | 2,574 | 2,658 |
Mortgage [Member] | South Porte Bank - Mt. Vernon, IL property [Member] | ||
Short-Term Debt [Line Items] | ||
Total mortgages payable | $ 814 | $ 816 |
SCHEDULE OF MATURITIES OF OUTST
SCHEDULE OF MATURITIES OF OUTSTANDING DEBT (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 1,042 |
2023 | 2,999 |
2024 | 2,323 |
2025 | 2,471 |
2026 | 1,183 |
Thereafter | 14,025 |
Total | 24,043 |
Less: discount | (680) |
Total debt gross | $ 23,363 |
MORTGAGES AND NOTES PAYABLE (De
MORTGAGES AND NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jul. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Aug. 31, 2020 | Feb. 29, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from notes payable | $ 35,000 | |||||||||||
Debt instrument, face amount | 24,043,000 | |||||||||||
Debt instrument face amount | 8,800,000 | |||||||||||
Fully amortized debt discount | $ 52,000 | |||||||||||
Debt instrument, converted principal amount | $ 400,000 | |||||||||||
Debt instrument converted, shares issued | 12,542,126 | 12,542,126 | ||||||||||
MariMed Hemp Inc. [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument face amount | $ 1,000,000 | |||||||||||
Repayments of notes payable | $ 500,000 | $ 500,000 | ||||||||||
Interest expense debt | 200,000 | |||||||||||
Accrued interest | $ 125,000 | |||||||||||
Mezzanine Equity [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument face amount | 15,200,000 | $ 15,200,000 | ||||||||||
Fully amortized debt discount | 450,000 | |||||||||||
June 2020 Promissory Note Conversion [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument face amount | 4,200,000 | $ 400,000 | 4,200,000 | $ 400,000 | ||||||||
Debt instrument, converted principal amount | 1,000,000 | $ 2,800,000 | ||||||||||
Debt conversion accrued interest | $ 10,000 | |||||||||||
Debt instrument converted, shares issued | 1,142,858 | 3,365,972 | 8,033,296 | |||||||||
Amended and Restated Promissory Note Conversion [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument face amount | $ 3,200,000 | $ 3,200,000 | ||||||||||
Mortgage Agreement [Member] | DuQuoin State Bank [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Note bears interest rate during period | 6.75% | |||||||||||
Debt principal amount, current | $ 32,000 | $ 33,000 | ||||||||||
Mortgage Agreement [Member] | South Porte Bank [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument periodic payment | $ 6,000 | |||||||||||
Kind Acquisition [Member] | Promissory Notes [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Note bears interest rate during period | 6% | |||||||||||
Debt instrument face amount | $ 6,500,000 | |||||||||||
Notes payable | 300,000 | |||||||||||
Notes payable, current | 1,500,000 | |||||||||||
First Citizens Federal Credit Union [Member] | Promissory Notes [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Note bears interest rate during period | 5.74% | |||||||||||
Notes payable, current | 5,000 | 5,000 | ||||||||||
Note Agreement [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Note bears interest rate during period | 10% | |||||||||||
Notes payable, current | $ 5,000 | 5,000 | ||||||||||
New Bedford, MA and Middleboro, MA [Member] | Mortgage Agreement [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Note bears interest rate during period | 6.50% | |||||||||||
Debt instrument, maturity | August 2025 | |||||||||||
Proceeds from notes payable | $ 4,800,000 | |||||||||||
Debt principal amount, current | 370,000 | 358,000 | ||||||||||
New Bedford, MA and Middleboro, MA [Member] | Mortgage Agreement [Member] | Promissory Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from notes payable | $ 7,200,000 | |||||||||||
DELAWARE | Mortgage Agreement [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Note bears interest rate during period | 5.25% | |||||||||||
Debt instrument, maturity | The mortgage matures in 2031 | |||||||||||
Debt principal amount, current | $ 123,000 | 120,000 | ||||||||||
DELAWARE | Mortgage Agreement [Member] | Prime Rate [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Note bears interest rate during period | 1.50% | |||||||||||
DELAWARE | Mortgage Agreement [Member] | Floor Rate [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Note bears interest rate during period | 5.25% | |||||||||||
Metropolis [Member] | Second Mortgage Agreement [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Percentage Owned | 70% | |||||||||||
Metropolis [Member] | Mortgage Agreement [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt principal amount, current | $ 78,000 | $ 73,000 | ||||||||||
Stock issued during period, shares, purchase of assets | 750,000 | |||||||||||
Stock issued during period, shares, purchase of assets | $ 705,000 | |||||||||||
Debt instrument, face amount | $ 1,600,000 | |||||||||||
Metropolis [Member] | Second Mortgage Agreement [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, maturity | matures in July 2041 | |||||||||||
Debt instrument, face amount | $ 2,700,000 | |||||||||||
Debt instrument, basis spread on variable rate | 6.25% | |||||||||||
Metropolis [Member] | Second Mortgage Agreement [Member] | Mari Holdings Metropolics LLC [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Percentage Owned | 30% |
DEBENTURES PAYABLE (Details Nar
DEBENTURES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Feb. 29, 2020 | |
Short-Term Debt [Line Items] | ||||
Debt instrument, face amount | $ 8,800,000 | |||
Debt instrument converted, shares issued | 12,542,126 | 12,542,126 | ||
Amortization of debt discount premium | $ 52,000 | |||
21M Convertible Debentures [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt instrument, face amount | $ 1,300,000 | $ 21,000,000 | ||
Debt instrument, unamortized discount | 52,000 | |||
Amortization of debt discount premium | 39,000 | |||
Debt instrument, convertible, beneficial conversion feature | 177,000 | |||
21M Convertible Debentures [Member] | Holder [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt instrument, face amount | $ 21,000,000 | |||
Debt conversion converted instrument rate | 80% | |||
Interest payable | $ 56,000 | |||
Debt instrument converted, shares issued | 4,610,645 | |||
Debt instrument convertible conversion price | $ 0.29 |
MEZZANINE EQUITY (Details Narra
MEZZANINE EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Apr. 30, 2022 | |
Debt instrument, face amount | $ 8,800 | ||||
Stock issued during period, value, new issues | |||||
Class of warrant or right, number of securities called by warrants or rights | 24,676,571 | 750,000 | |||
Warrant exercise price | $ 0.89 | ||||
Payments of stock issuance costs | $ 387 | ||||
Proceeds from issuance or sale of equity | $ 23,000 | ||||
Payments for construction in process | 7,300 | ||||
Repayments of debt and lease obligation | $ 15,700 | ||||
Common Stock [Member] | |||||
Stock issued during period, shares, new issues | 11,413 | ||||
Hadron Healthcare Master Fund [Member] | Warrant [Member] | |||||
Warrant exercise price | $ 1.087 | ||||
Fair value adjustment of warrants | $ 9,500 | ||||
Payments of stock issuance costs | $ 400 | ||||
Hadron Healthcare Master Fund [Member] | Maximum [Member] | Common Stock [Member] | |||||
Class of warrant or right, number of securities called by warrants or rights | 15,540,540 | ||||
Securities Purchase Agreement [Member] | Hadron Healthcare Master Fund [Member] | Warrant [Member] | |||||
Warrants term | 4 years | ||||
Series B Convertible Preferred Stock [Member] | |||||
Shares issued, price per share | $ 3 | ||||
Preferred stock, convertible conversion price | $ 3 | ||||
Preferred stock conversion, description | (ii) the Company has the option to convert all, but not less than all, shares of Series B Stock into common stock at a conversion price of $3.00 if the daily volume weighted average price of common stock (the “VWAP”) exceeds $4.00 per share for at least twenty consecutive trading days prior to the date on which the Company gives notice of such conversion to the Series B Holders. | ||||
Series B Convertible Preferred Stock [Member] | Volume Weighted Average Price Less Than Or Equal To $0.50 Per Share [Member] | |||||
Preferred stock conversion, description | If the sixty-day VWAP is less than or equal to $0.50 per share, the Company shall have the option to (i) convert all shares of Series B Stock into common stock at a conversion price of $1.00 per share, and pay cash to the Series B Holders equal to the difference between the sixty-day VWAP and $3.00 per share, or (ii) pay cash to the Series B Holders equal to $3.00 per share. | ||||
Series B Convertible Preferred Stock [Member] | Volume Weighted Average Price Greater Than $0.50 Per Share [Member] | |||||
Preferred stock conversion, description | If the sixty-day VWAP is greater than $0.50 per share, the Company shall have the option to (i) convert all shares of Series B Stock into common stock at a conversion price per share equal to the quotient of $3.00 per share divided by the sixty-day VWAP, or (ii) pay cash to the Series B Holders equal to $3.00 per share, or (iii) convert all shares of Series B Stock into common stock at a conversion price per share equal to the sixty-day VWAP and pay cash to the Series B Holders equal to the difference between $3.00 per share and the sixty-day VWAP. | ||||
Series B Convertible Preferred Stock [Member] | Exchange Agreement [Member] | Two Unaffiliated Institutional Shareholders [Member] | |||||
Debt instrument, face amount | $ 4,400 | ||||
Conversion of stock, shares converted | 4,908,333 | ||||
Series C Convertible Preferred Stock [Member] | Hadron Healthcare Master Fund [Member] | Warrant [Member] | |||||
Stock issued during period, shares, new issues | 6,216,216 | ||||
Series C Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Hadron Healthcare Master Fund [Member] | |||||
Shares issued, price per share | $ 3.70 | ||||
Stock issued during period, value, new issues | $ 23,000 | ||||
Series C Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Hadron Healthcare Master Fund [Member] | Maximum [Member] | |||||
Stock issued during period, shares, new issues | 46,000,000 |
SCHEDULE OF STOCK OPTIONS ESTIM
SCHEDULE OF STOCK OPTIONS ESTIMATED USING THE BLACK-SCHOLES VALUATION MODEL WITH ASSUMPTIONS (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Equity [Abstract] | ||
Estimated life (in years) | 5 years | 5 years |
Volatality | 98.40% | 98.40% |
Risk-free interest rates | 3% | 3% |
Dividend yield |
STOCKHOLDERS_ EQUITY AND STOC_3
STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Debt instrument converted, shares issued | 12,542,126 | 12,542,126 | |||||||
Principal balance | $ 8,800,000 | $ 8,800,000 | $ 8,800,000 | ||||||
Warrants to purchase of common stock | 24,676,571 | 750,000 | 24,676,571 | 24,676,571 | |||||
Warrants exercise price | $ 0.89 | $ 0.89 | $ 0.89 | ||||||
Stock option to exericse, shares | 312,248 | 39,899,423 | |||||||
Cashless exercise of stock options, shares | 112,248 | ||||||||
Stock option exercise price | $ 0.91 | ||||||||
Stock option weighted average remaining life | 4 years | ||||||||
Stock based compensation | $ 2,600,000 | $ 1,200,000 | $ 5,000,000 | $ 1,600,000 | |||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Debt instrument converted, shares issued | 1,142,858,000 | ||||||||
Restricted common stock issued, shares | 375,000 | 2,717 | |||||||
Restricted common stock issued, value | $ 274,000 | $ 2,000 | |||||||
Warrants with held, shares | 515,039 | ||||||||
Cashless exercise of warrants, shares | 234,961 | ||||||||
Stock option to exericse, shares | 10,000 | 82,885,000 | |||||||
Warrants and stock option issued, shares | 200,000 | ||||||||
Common Stock [Member] | Chief Financial Officer [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Restricted common stock issued, shares | 350,000 | ||||||||
Restricted common stock issued, value | $ 217,000 | ||||||||
$8.8 million Promissory Note [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Debt instrument converted, shares issued | 1,142,858 |
SCHEDULE OF REVENUES COMPRISED
SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 32,986 | $ 32,569 | $ 64,268 | $ 57,212 |
Product Sales Retail [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 23,087 | 20,552 | 44,528 | 35,776 |
Product Sales Wholesale [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7,958 | 8,178 | 14,020 | 13,903 |
Product Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 31,045 | 28,730 | 58,548 | 49,679 |
Real Estate [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 846 | 1,862 | 2,433 | 3,671 |
Supply Procurement [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 820 | 398 | 2,010 | 918 |
Management Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 81 | 981 | 834 | 1,877 |
License and Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 194 | 598 | 443 | 1,067 |
Other Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,941 | $ 3,839 | $ 5,720 | $ 7,533 |
MAJOR CUSTOMERS (Details Narrat
MAJOR CUSTOMERS (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Concentration Risk [Line Items] | ||||||
Customer contribution | 10% | 10% | 10% | 10% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Customer accounted contribution | 10% | 10% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Customer accounted contribution | 26% | 28% |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases | ||||
Operating lease expense | $ 298 | $ 277 | $ 575 | $ 544 |
Amortization of right of use assets | 40 | 8 | 59 | 16 |
Interest on lease liabilities | 10 | 1 | 17 | 3 |
Total finance lease expense | $ 50 | $ 9 | $ 76 | $ 19 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON CANCELABLE OPERATING LEASES (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
Operating Leases, Remainder of 2022 | $ 571 |
Operating Leases, 2023 | 1,264 |
Operating Leases, 2024 | 1,199 |
Operating Leases, 2025 | 1,179 |
Operating Leases, 2026 | 1,129 |
Operating Leases, Thereafter | 3,214 |
Operating Lease, Total lease payments | 8,556 |
Less: Operating Leases, Imputed Interest | (2,935) |
Operating Leases Liability | 5,621 |
Finance Lease, Liability, to be Paid [Abstract] | |
Finance Lease, Remainder of 2022 | 90 |
Finance Lease, 2023 | 176 |
Finance Lease, 2024 | 153 |
Finance Lease, 2025 | 150 |
Finance Lease, 2026 | 22 |
Finance Lease, Thereafter | |
Finance Lease, Total lease payments | 591 |
Less: Finance Lease, imputed interest | (73) |
Finance Lease Liability | $ 518 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 1 Months Ended | 6 Months Ended | ||
Nov. 30, 2021 ft² $ / shares | Jun. 30, 2022 USD ($) ft² | Apr. 30, 2022 ft² | Jun. 30, 2021 ft² | |
Area of land | 14,000 | 300,000 | ||
Lessee, operating lease, description | In November 2021, the Company entered into lease agreements for six retail properties, each with square footage between 4,000 and 6,000 square feet, in the state of Ohio (each an “Ohio Lease” and collectively the “Ohio Leases”). Each Ohio Lease has an initial lease period of eleven months, with a minimum rent of $31.00 per square foot, which amount increases 3.0% annually. | |||
Lessee, operating lease, option to extend | In the event the Company is awarded one or more of the six Ohio cannabis licenses for which it had previously applied, the Company can extend the term of one or more of the Ohio Leases to ten years (with two additional five-year options to extend) upon the payment of $50,000 for each extended Ohio Lease, and develop the premises of such extended lease(s) into a cannabis dispensary. | |||
Operating lease, weighted average remaining lease term | 6 years 10 months 24 days | |||
Finance lease, weighted average remaining lease term | 3 years 6 months | |||
Lease cost | $ / shares | $ 31 | |||
Extended Ohio Lease Agreement [Member] | ||||
Lease cost | $ | $ 50,000 | |||
Minimum [Member] | ||||
Area of land | 4,000 | |||
Operating lease, weighted average discount rate, percent | 7.50% | |||
Maximum [Member] | ||||
Area of land | 6,000 | |||
Operating lease, weighted average discount rate, percent | 12% | |||
Finance Lease Commitments [Member] | Machinery and Office Equipment [Member] | ||||
Lessee, operating lease, description | expire from February 2024 through February 2026 | |||
DELAWARE | ||||
Area of land | 45,000 | |||
DELAWARE | Retails Space [Member] | ||||
Area of land | 4,000 | |||
Lessee, operating lease, description | five-year lease that expires in April 2027 | |||
DELAWARE | Warehouse [Member] | ||||
Area of land | 100,000 | |||
Lessee, operating lease, description | The lease expires in March 2030, with an option to extend the term for three additional years | |||
DELAWARE | Cultivation and Processing Facility [Member] | ||||
Area of land | 60,000 | |||
DELAWARE | Premises [Member] | ||||
Area of land | 12,000 | |||
Lessee, operating lease, description | The lease expires in January 2026 and contains an option to negotiate an extension at the end of the lease | |||
NEVADA | Industrial Building [Member] | ||||
Area of land | 10,000 | |||
Lessee, operating lease, description | lease expiring in 2024 | |||
MASSACHUSETTS | ||||
Area of land | 138,000 | |||
MASSACHUSETTS | Office Space [Member] | ||||
Area of land | 10,000 | |||
Lessee, operating lease, description | expiring in 2028 | |||
Lessee, operating lease, option to extend | option to extend the term for an additional five-year period | |||
MARYLAND | ||||
Area of land | 180,000 | |||
MARYLAND | Two Unit Apartment [Member] | ||||
Area of land | 2,700 | |||
Lessee, operating lease, description | expires in July 2023 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Operating lease, expense | $ 39,000 | $ 39,000 | $ 78,000 | $ 78,000 |
Payments to acquire property, plant, and equipment | 7,854,000 | 7,976,000 | ||
Payments to acquire fixed assets and consulting services | 267,000 | 308,000 | $ 659,000 | 573,000 |
Bettys Eddies Products [Member] | Royalty Agreement [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Royalty percentage description | the royalty percentage changed from 2.5% on all sales of Betty’s Eddies products to (i) 3.0% and 10.0% of wholesale sales of existing products within the product line if sold directly by the Company, or licensed by the Company for sale by third parties, respectively, and (ii) 0.5% and 1.0% of wholesale sales of future developed products within the product line if sold directly by the Company, or licensed by the Company for sale by third-parties, respectively | |||
Accrued royalties | 53,000 | 79,000 | $ 109,000 | 162,000 |
Chief Operating Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Payments to acquire property, plant, and equipment | 1,400,000 | 1,200,000 | 2,300,000 | 2,000,000 |
CEO and CAO [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Payments to acquire additional interest in subsidiaries | 12,600 | 12,000 | 23,100 | 21,000 |
Current Employee [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Payments to acquire additional interest in subsidiaries | 8,000 | 11,000 | ||
Employee [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Payments to acquire property, plant, and equipment | $ 278,000 | $ 156,000 | $ 360,000 | $ 466,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | |||
Apr. 20, 2022 | Jan. 31, 2022 | May 31, 2020 | Dec. 31, 2019 | |
OGGUSA Debtors [Member] | ||||
Bankruptcy filed | $ 200,000 | $ 40,000 | $ 33,600,000 | |
Bankruptcy claimed by court | $ 31,000,000 | |||
GenCanna Global Inc. [Member] | ||||
Related party receivable | $ 29,000,000 | |||
GenCanna Global Inc. [Member] | Ownership Interest [Member] | ||||
Percentage Owned | 33.50% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Mari Holdings Mt Vernon LLC [Member] - DuQuoin State Bank [Member] - Subsequent Event [Member] $ in Millions | Jul. 31, 2022 USD ($) |
Subsequent Event [Line Items] | |
Loans agreements and mortgages | $ 3 |
Loan terms | 20 years |
Prime Rate [Member] | |
Subsequent Event [Line Items] | |
Initial rate of interest | 7.75% |
Floor Rate [Member] | |
Subsequent Event [Line Items] | |
Initial rate of interest | 7.75% |