Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 11, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Annual Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-56021 | |
Entity Registrant Name | ACREAGE HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | A1 | |
Entity Tax Identification Number | 98-1463868 | |
Entity Address, Address Line One | 366 Madison Avenue, 11th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 646 | |
Local Phone Number | 600-9181 | |
Title of 12(g) Security | Class A Subordinate Voting Shares, no par value | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 99,860,761 | |
Entity Central Index Key | 0001762359 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Statements of Financial Positio
Statements of Financial Position - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Consolidated Statements of Financial Position [Abstract] | ||
Cash and cash equivalents | $ 13,979,000 | $ 26,505,000 |
Restricted cash | 22,095,000 | 95,000 |
Inventory | 21,344,000 | 18,083,000 |
Notes receivable, current | 2,094,000 | 2,146,000 |
Assets held-for-sale | 68,040,000 | 0 |
Other current assets | 11,811,000 | 8,506,000 |
Total current assets | 139,363,000 | 55,335,000 |
Long-term investments | 4,711,000 | 4,499,000 |
Notes receivable, non-current | 94,302,000 | 79,479,000 |
Capital assets, net | 96,819,000 | 106,047,000 |
Operating lease right-of-use assets | 36,280,000 | 51,950,000 |
Intangible assets, net | 145,660,000 | 285,972,000 |
Goodwill | 26,675,000 | 105,757,000 |
Other non-current assets | 3,401,000 | 2,638,000 |
Total non-current assets | 407,848,000 | 636,342,000 |
TOTAL ASSETS | 547,211,000 | 691,677,000 |
Accounts payable and accrued liabilities | 27,593,000 | 32,459,000 |
Taxes payable | 10,365,000 | 4,740,000 |
Interest payable | 1,020,000 | 291,000 |
Operating lease liability, current | 2,283,000 | 2,759,000 |
Debt, current | 47,009,000 | 15,300,000 |
Liabilities related to assets held-for-sale | 26,352,000 | 0 |
Other current liabilities | 6,643,000 | 1,604,000 |
Total current liabilities | 121,265,000 | 57,153,000 |
Debt, non-current | 43,859,000 | 28,186,000 |
Operating lease liability, non-current | 35,058,000 | 47,522,000 |
Deferred tax liability | 35,472,000 | 63,997,000 |
Other liabilities | 2,000 | 25,000 |
Total non-current liabilities | 114,391,000 | 139,730,000 |
TOTAL LIABILITIES | 235,656,000 | 196,883,000 |
Common stock, no par value (Note 11) - unlimited authorized, 98,566 and 90,646 issued and outstanding, respectively | 0 | 0 |
Additional paid-in capital | 693,425,000 | 615,678,000 |
Treasury stock, 842 SVS held in treasury | (21,054,000) | (21,054,000) |
Accumulated deficit | (397,763,000) | (188,617,000) |
Total Acreage Shareholders' equity | 274,608,000 | 406,007,000 |
Non-controlling interests | 36,947,000 | 88,787,000 |
TOTAL EQUITY | 311,555,000 | 494,794,000 |
TOTAL LIABILITIES AND EQUITY | $ 547,211,000 | $ 691,677,000 |
Statements of Financial Posit_2
Statements of Financial Position Paranthetical - $ / shares shares in Thousands, $ / shares in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Treasury Stock, Common, Shares | 842 | 842 |
Common Stock, No Par Value | $ 0 | $ 0 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 46,739 | 41,953 | ||
Profits interests vested to NCI units | 1,000 | 625 | ||
Goodwill, Impairment Loss | $ 65,304,000 | $ 0 | ||
Total revenues, net | $ 27,072,000 | $ 17,745,000 | 51,297,000 | 30,642,000 |
Total cost of goods sold | (15,861,000) | (10,132,000) | (30,132,000) | (17,709,000) |
Gross profit | 11,211,000 | 7,613,000 | 21,165,000 | 12,933,000 |
General and administrative | 12,386,000 | 17,904,000 | 25,418,000 | 28,062,000 |
Compensation expense | 7,957,000 | 11,252,000 | 22,434,000 | 17,741,000 |
Equity-based compensation expense | 20,187,000 | 20,693,000 | 54,924,000 | 39,670,000 |
Marketing | 481,000 | 1,201,000 | 1,468,000 | 2,002,000 |
Loss on impairment | 0 | 0 | 187,775,000 | 0 |
Loss on notes receivable | 0 | 0 | 8,161,000 | 0 |
Write down of assets held-for-sale | 8,110,000 | 0 | 8,110,000 | 0 |
Depreciation and amortization | 1,425,000 | 2,223,000 | 3,492,000 | 3,131,000 |
Total operating expenses | 50,546,000 | 53,273,000 | 311,782,000 | 90,606,000 |
Net operating loss | (39,335,000) | (45,660,000) | (290,617,000) | (77,673,000) |
Income (loss) from investments, net | 4,000 | (499,000) | 238,000 | 2,228,000 |
Interest income from loans receivable | 1,830,000 | 1,001,000 | 3,477,000 | 1,731,000 |
Interest expense | (3,733,000) | (131,000) | (4,959,000) | (249,000) |
Other loss, net | (23,000) | (2,400,000) | (197,000) | (2,308,000) |
Total other (loss) income | (1,922,000) | (2,029,000) | (1,441,000) | 1,402,000 |
Loss before income taxes | (41,257,000) | (47,689,000) | (292,058,000) | (76,271,000) |
Income tax (expense) benefit | (3,113,000) | (1,576,000) | 25,459,000 | (3,798,000) |
Net loss | (44,370,000) | (49,265,000) | (266,599,000) | (80,069,000) |
Less: net loss attributable to non-controlling interests | (7,178,000) | (11,724,000) | (57,453,000) | (19,151,000) |
Net loss attributable to Acreage Holdings, Inc. | $ (37,192,000) | $ (37,541,000) | $ (209,146,000) | $ (60,918,000) |
Net loss per share attributable to Acreage Holdings, Inc. - basic and diluted: | $ (0.38) | $ (0.44) | $ (2.19) | $ (0.74) |
Weighted average shares outstanding - basic and diluted | 98,444 | 85,640 | 95,688 | 82,557 |
Dilutive Securities, Effect on Basic Earnings Per Share, Dilutive Convertible Securities | $ 0 | $ 0 | $ 0 | $ 0 |
Tangible Asset Impairment Charges | 11,586,000 | |||
Retail [Member] | ||||
Total revenues, net | 19,875,000 | 13,351,000 | 37,448,000 | 23,260,000 |
Total cost of goods sold | (11,981,000) | (8,193,000) | (22,870,000) | (14,074,000) |
Wholesale [Member] | ||||
Total revenues, net | 7,167,000 | 4,128,000 | 13,715,000 | 6,943,000 |
Total cost of goods sold | (3,880,000) | (1,939,000) | (7,262,000) | (3,635,000) |
Other [Member] | ||||
Total revenues, net | $ 30,000 | $ 266,000 | $ 134,000 | $ 439,000 |
Statements of Shareholders' Equ
Statements of Shareholders' Equity - USD ($) shares in Thousands | Total | HSCP LLC Membership Units | Pubco Shares (as converted) | Share Capital | Treasury Stock | Accumulated Deficit | Shareholders' Equity | Noncontrolling Interest | Additional Paid-in Capital [Member] |
Balance at the beginning of the period (in shares) at Dec. 31, 2018 | 0 | 79,164 | |||||||
Balance at the beginning of the period at Dec. 31, 2018 | $ 486,276,000 | $ 414,757,000 | $ (21,054,000) | $ (38,349,000) | $ 355,354,000 | $ 130,922,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 0 | 211 | |||||||
Stock Issued During Period, Value, Acquisitions | 7,948,000 | 3,948,000 | 0 | 0 | 3,948,000 | 4,000,000 | |||
NCI adjustments for changes in ownership, shares | 0 | 643 | |||||||
NCI adjustments for changes in ownership, value | 0 | 3,640,000 | 0 | 0 | 3,640,000 | (3,640,000) | |||
Stock Issued During Period, Shares, Other | 0 | 12 | |||||||
Other equity transactions | 264,000 | 264,000 | 0 | 0 | 264,000 | 0 | |||
Equity-based compensation shares | 0 | 190 | |||||||
Equity-based compensation expense and related issuances | 16,187,000 | 16,187,000 | 0 | 0 | 16,187,000 | 0 | |||
Net loss | (30,804,000) | 0 | 0 | (23,377,000) | (23,377,000) | (7,427,000) | |||
Balance at the end of the period at Mar. 31, 2019 | 479,871,000 | 438,796,000 | (21,054,000) | (61,726,000) | 356,016,000 | 123,855,000 | |||
Balance at the end of the period (in shares) at Mar. 31, 2019 | 0 | 80,220 | |||||||
Balance at the beginning of the period (in shares) at Dec. 31, 2018 | 0 | 79,164 | |||||||
Balance at the beginning of the period at Dec. 31, 2018 | 486,276,000 | 414,757,000 | (21,054,000) | (38,349,000) | 355,354,000 | 130,922,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
NCI adjustments for changes in ownership, value | 12,180,000 | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 0 | ||||||||
Net loss | (80,069,000) | ||||||||
Balance at the end of the period at Jun. 30, 2019 | 542,705,000 | 539,017,000 | (21,054,000) | (99,267,000) | 418,696,000 | 124,009,000 | |||
Balance at the end of the period (in shares) at Jun. 30, 2019 | 0 | 85,960 | |||||||
Balance at the beginning of the period (in shares) at Mar. 31, 2019 | 0 | 80,220 | |||||||
Balance at the beginning of the period at Mar. 31, 2019 | 479,871,000 | 438,796,000 | (21,054,000) | (61,726,000) | 356,016,000 | 123,855,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock Issued During Period, Shares, New Issues | 4,770 | ||||||||
Stock Issued During Period, Shares, Acquisitions | 0 | ||||||||
Stock Issued During Period, Value, New Issues | 95,622,000 | 0 | 0 | 95,266,000 | 356,000 | $ 95,266,000 | |||
NCI adjustments for changes in ownership, shares | 0 | 388 | |||||||
NCI adjustments for changes in ownership, value | 0 | (15,820,000) | 0 | 0 | (15,820,000) | 15,820,000 | |||
Proceeds from Noncontrolling Interests | (4,298,000) | 0 | 0 | 0 | 0 | (4,298,000) | |||
Stock Issued During Period, Shares, Other | 0 | 294 | |||||||
Other equity transactions | 5,201,000 | 5,201,000 | 0 | 0 | 5,201,000 | 0 | |||
Equity-based compensation shares | 0 | 288 | |||||||
Equity-based compensation expense and related issuances | 15,574,000 | 15,574,000 | 0 | 0 | 15,574,000 | 0 | |||
Net loss | (49,265,000) | 0 | 0 | (37,541,000) | (37,541,000) | (11,724,000) | |||
Balance at the end of the period at Jun. 30, 2019 | 542,705,000 | 539,017,000 | (21,054,000) | (99,267,000) | 418,696,000 | 124,009,000 | |||
Balance at the end of the period (in shares) at Jun. 30, 2019 | 0 | 85,960 | |||||||
Balance at the beginning of the period at Dec. 31, 2019 | 494,794,000 | $ 90,646,000 | 615,678,000 | (21,054,000) | (188,617,000) | 406,007,000 | 88,787,000 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 6,085 | ||||||||
Stock Issued During Period, Value, Acquisitions | 27,887,000 | 27,887,000 | 27,887,000 | ||||||
NCI adjustments for changes in ownership, shares | 113 | ||||||||
NCI adjustments for changes in ownership, value | 0 | (6,564,000) | (6,564,000) | 6,564,000 | |||||
Proceeds from Noncontrolling Interests | (18,000) | (18,000) | |||||||
Equity-based compensation shares | 586 | ||||||||
Equity-based compensation expense and related issuances | 34,737,000 | 34,737,000 | 34,737,000 | ||||||
Net loss | (222,229,000) | 0 | (171,954,000) | (171,954,000) | (50,275,000) | ||||
Balance at the end of the period at Mar. 31, 2020 | 335,171,000 | 671,738,000 | (21,054,000) | (360,571,000) | 290,113,000 | 45,058,000 | |||
Balance at the end of the period (in shares) at Mar. 31, 2020 | 0 | 97,430 | |||||||
Balance at the beginning of the period at Dec. 31, 2019 | 494,794,000 | $ 90,646,000 | 615,678,000 | (21,054,000) | (188,617,000) | 406,007,000 | 88,787,000 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
NCI adjustments for changes in ownership, value | 5,587,000 | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 523,000 | ||||||||
Net loss | (266,599,000) | ||||||||
Balance at the end of the period at Jun. 30, 2020 | 311,555,000 | 693,425,000 | (21,054,000) | (397,763,000) | 274,608,000 | 36,947,000 | |||
Balance at the end of the period (in shares) at Jun. 30, 2020 | 3,861 | 98,566 | |||||||
Balance at the beginning of the period (in shares) at Mar. 31, 2020 | 0 | 97,430 | |||||||
Balance at the beginning of the period at Mar. 31, 2020 | 335,171,000 | 671,738,000 | (21,054,000) | (360,571,000) | 290,113,000 | 45,058,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
NCI adjustments for changes in ownership, shares | 3,861 | 272 | |||||||
NCI adjustments for changes in ownership, value | 0 | 977,000 | 977,000 | (977,000) | |||||
Proceeds from Noncontrolling Interests | 0 | 0 | |||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 523,000 | 523,000 | 523,000 | ||||||
Other equity transactions | 0 | ||||||||
Equity-based compensation shares | 864 | ||||||||
Equity-based compensation expense and related issuances | 20,187,000 | 20,187,000 | 20,187,000 | ||||||
Net loss | (44,370,000) | (37,192,000) | (37,192,000) | (7,178,000) | |||||
Balance at the end of the period at Jun. 30, 2020 | $ 311,555,000 | $ 693,425,000 | $ (21,054,000) | $ (397,763,000) | $ 274,608,000 | $ 36,947,000 | |||
Balance at the end of the period (in shares) at Jun. 30, 2020 | 3,861 | 98,566 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (266,599) | $ (80,069) |
Adjustments for: | ||
Depreciation and amortization | 3,492 | 3,131 |
Equity-settled expenses, including compensation | 54,924 | 44,874 |
Gain on business divestiture | (217) | 0 |
(Gain) loss on disposal of capital assets | (187) | 84 |
Loss on impairment | 187,775 | 0 |
Loss on notes receivable | 8,161 | 0 |
Bad debt expense | 172 | 0 |
Non-cash interest expense | 2,353 | 0 |
Non-cash operating lease expense | 947 | 538 |
Deferred tax benefit | (31,955) | (99) |
Non-cash income from investments, net | (238) | (1,436) |
Write-down of assets held-for-sale | 8,110 | 0 |
Change, net of acquisitions in: | ||
Inventory | (2,913) | (3,901) |
Other assets | (1,522) | (2,926) |
Interest receivable | (574) | (2,246) |
Accounts payable and accrued liabilities | (7,849) | 5,899 |
Taxes payable | 6,083 | (111) |
Interest payable | 729 | (387) |
Other liabilities | (10) | (597) |
Net cash used in operating activities | (39,318) | (37,246) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of capital assets | (7,880) | (20,291) |
Investments in notes receivable | (13,092) | (14,574) |
Collection of notes receivable | 192 | 3,024 |
Cash paid for long-term investments | 0 | (158) |
Proceeds from business divestiture | 997 | 0 |
Proceeds from sale of capital assets | 1,102 | 162 |
Business acquisitions, net of cash acquired | (9,983) | (20,205) |
Purchases of intangible assets | 0 | (56,497) |
Deferred acquisition costs and deposits | 0 | (215) |
Distributions from investments | 26 | 0 |
Proceeds from purchase of short-term investments | 0 | 149,828 |
Net cash (used in) provided by investing activities | (28,638) | 41,074 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Related Party Debt | 5,000 | 0 |
Proceeds from (Repayments of) Related Party Debt | (20,000) | 0 |
Sale Leaseback Transaction, Net Proceeds, Financing Activities | 46,000 | 0 |
Payments of Financing Costs | (3,181) | 0 |
Proceeds from issuance of private placement units, net | 27,887 | 0 |
Collateral received from financing agreement | 22,000 | 0 |
Settlement of taxes withheld | 0 | (7,909) |
Repayment of debt | (276) | (12,075) |
Capital distributions, net | 0 | (4,298) |
Net cash provided by (used in) financing activities | 77,430 | (24,282) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 9,474 | (20,454) |
Cash, cash equivalents and restricted cash - Beginning of period | 26,600 | 105,038 |
Cash, cash equivalents and restricted cash - End of period | $ 36,074 | $ 84,584 |
Statements of Cash Flows Supple
Statements of Cash Flows Supplemental Disclosures - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 24, 2020 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Interest paid - non-lease | $ 176,000 | $ 588,000 | ||
Income taxes paid | 525,000 | 4,006,000 | ||
OTHER NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Capital assets not yet paid for | 4,635,000 | 670,000 | ||
Issuance of Class D units for land | 0 | 264,000 | ||
Convertible Debt | $ 18,800,000 | 18,800,000 | 0 | |
Liabilities of Business Transferred under Contractual Arrangement, Current | 917,000 | 917,000 | 0 | $ 3,000 |
Debt Instrument, Convertible, Beneficial Conversion Feature | 523,000 | 523,000 | 0 | |
Consideration Received for Beneficial Interest Obtained for Transferring Financial Asset | 10,087,000 | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | $ 3,425,000 | $ 3,425,000 | $ 0 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2020 | |
Nature of Operations [Abstract] | |
Nature of Operations [Text Block] | NATURE OF OPERATIONS Acreage Holdings, Inc. (the “Company”, “Pubco” or “Acreage”) was originally incorporated under the Business Corporations Act (Ontario) on July 12, 1989 as Applied Inventions Management Inc. On August 29, 2014, the Company changed its name to Applied Inventions Management Corp. The Company continued into British Columbia and changed its name to Acreage Holdings, Inc. on November 9, 2018. The Company’s Subordinate Voting Shares are listed on the Canadian Securities Exchange under the symbol “ACRG.U”, quoted on the OTCQX under the symbol “ACRGF” and traded on the Frankfurt Stock Exchange under the symbol “0VZ”. The Company owns, operates and has contractual relationships with cannabis cultivation facilities, dispensaries and other cannabis-related companies across the United States (“U.S.”). High Street Capital Partners, LLC, a Delaware limited liability company doing business as Acreage Holdings (“HSCP”), was formed on April 29, 2014. The Company became the indirect parent of HSCP on November 14, 2018 in connection with a reverse takeover (“RTO”) transaction described below. The Company’s corporate office and principal place of business is located at 366 Madison Avenue, 11th Floor, New York, New York in the U.S. The Company’s registered and records office address is Suite 2800, Park Place, 666 Burrard Street, Vancouver, British Columbia in Canada. The RTO transaction On September 21, 2018, the Company, HSCP, HSCP Merger Corp. (a wholly-owned subsidiary of the Company), Acreage Finco B.C. Ltd. (a special purpose corporation) (“Finco”), Acreage Holdings America, Inc. (“USCo”) and Acreage Holdings WC, Inc. (“USCo2”) entered into a combination agreement (the “Agreement”) whereby the parties agreed to combine their respective businesses, which would result in the RTO of Pubco by the security holders of HSCP, which was deemed to be the accounting acquiror. On November 14, 2018, the parties to the Agreement completed the RTO. The RTO transaction is described in detail in Note 1 to the Consolidated Financial Statements of the Company in the Company’s Annual Report on Form 10-K, filed with the SEC on May 29, 2020. Canopy Growth Corporation transaction On June 27, 2019, the Company and Canopy Growth Corporation (“Canopy Growth” or “CGC”) completed the transactions contemplated by the arrangement agreement dated April 18, 2019, as amended May 15, 2019, between Canopy Growth and Acreage. Canopy Growth was granted an option to acquire all outstanding shares of the Company, with a requirement to do so upon the occurrence of the occurrence of changes in U.S. federal law to permit the general cultivation, distribution, and possession of marijuana (the “Arrangement”). On June 24, 2020, Canopy Growth and the Company entered into an agreement to amend the terms of the Arrangement. Please refer to Note 13 for further discussion. COVID-19 In December 2019, a novel strain of coronavirus (“COVID-19”) emerged in Wuhan, China. Since then, it has spread to several other countries and infections have been reported around the world. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and going concern The Unaudited Condensed Consolidated Financial Statements of Acreage have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Unaudited Condensed Consolidated Financial Statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. As reflected in the financial statements, the Company had an accumulated deficit as of June 30, 2020 , as well as a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. However, management believes that substantial doubt about the Company’s ability to meet our obligations for the next twelve months from the date these financial statements were issued has been alleviated due to, but not limited to, (i) access to future capital commitments, (ii) continued sales growth from our consolidated operations, (iii) latitude as to the timing and amount of certain operating expenses as well as capital expenditures, (iv) restructuring plans that have already been put in place to improve the Company’s profitability (see Note 3) and (v) the Standby Equity Distribution Agreement described in Note 13 of the Unaudited Condensed Consolidated Financial Statements. If the Company is unable to raise additional capital whenever necessary, it may be forced to decelerate or curtail its footprint buildout or other operational activities until such time as additional capital becomes available. Such limitation of the Company’s activities would allow it to slow its rate of spending and extend its use of cash until additional capital is raised. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. Management also cannot provide any assurance as to unforeseen circumstances that could occur at any time within the next twelve months or thereafter which could increase our need to raise additional capital on an immediate basis. Use of estimates The preparation of the Company’s Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts that are reported in the Unaudited Condensed Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Significant estimates inherent in the preparation of the accompanying Unaudited Condensed Consolidated Financial Statements include the fair value of assets acquired and liabilities assumed in business combinations, assumptions relating to equity-based compensation expense, estimated useful lives for property, plant and equipment and intangible assets, the valuation allowance against deferred tax assets and the assessment of potential impairment charges on goodwill, intangible assets and investments in equity and notes receivable. These interim Unaudited Condensed Consolidated Financial Statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as filed with the Securities and Exchange Commission on May 29, 2020 (the “2019 Form 10-K”). Emerging growth company We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Functional and presentation currency The Unaudited Condensed Consolidated Financial Statements and the accompanying notes are expressed in U.S. dollars. Financial metrics are presented in thousands. Other metrics, such as shares outstanding, are presented in thousands unless otherwise noted. Basis of consolidation Our Unaudited Condensed Consolidated Financial Statements include the accounts of Acreage, its subsidiaries and variable interest entities (“VIEs”) where we are considered the primary beneficiary, if any, after elimination of intercompany accounts and transactions. Investments in entities in which the Company has significant influence, but less than a controlling financial interest, are accounted for using the equity method. Our proportionate share of net income or loss of the entity is recorded in Income (loss) from investments, net in the Consolidated Statements of Operations. The unaudited and audited consolidated financial statements are referred to as the “Financial Statements” herein. The unaudited condensed consolidated statements of operations are referred to as the “Statements of Operations” herein. The unaudited and audited condensed consolidated statements of financial position are referred to as the “Statements of Financial Position” herein. The unaudited condensed consolidated statements of cash flows are referred to as the “Statements of Cash Flows” herein. Restricted cash Restricted cash represents funds contractually held for specific purposes (Refer to Note 10) and, as such, not available for general corporate purposes. Cash and restricted cash, as presented on the Statements of Cash Flows, consists of $13,979 and $22,095 as of June 30, 2020 , respectively, and $26,505 and $95 as of December 31, 2019 . Impairment of long-lived assets Goodwill and indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired. Goodwill and indefinite-lived intangible assets are tested at the individual business level. The Company may first assess qualitative factors and, if it determines it is more likely than not that the fair value is less than the carrying value, then proceed to a quantitative test if necessary. Finite-lived intangible assets and other long-lived assets are tested for impairment based on undiscounted cash flows when events or changes in circumstances indicate that the carrying amount may not be recoverable. Accounting for warrants and convertible notes The Company determines the accounting classification of warrants it issues, as either liability or equity classified, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity , then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock . Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing a variable number of shares. If warrants do not meet the liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the difference between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The debt discounts under these arrangements are amortized over the earlier of (i) the term of the related debt using the straight line method which approximates the interest rate method or (ii) redemption of the debt. The amortization of debt discounts is included as a component of Interest expense in the accompanying Statements of Operations. Refer to Note 10. Assets held for sale The Company classifies long-lived assets or disposal groups as held for sale in the period when the following held for sale criteria are met: (i) the Company commits to a plan to sell; (ii) the long-lived asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such long-lived assets or disposal groups; (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (iv) the sale is probable within one year; (v) the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. In accordance with ASC 360-10, Property, Plant and Equipment , long-lived assets and disposal groups classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. Net loss per share Net loss per share represents the net loss attributable to shareholders divided by the weighted average number of shares outstanding during the period on an as converted basis. Basic and diluted loss per share are the same as of June 30, 2020 and 2019 as the issuance of shares upon conversion, exercise or vesting of outstanding units would be anti-dilutive in each period. There were 46,739 and 41,953 anti-dilutive shares outstanding as of June 30, 2020 and 2019 , respectively. Refer to Note 16 for further details. Accounting Pronouncements Recently Adopted As of December 2019, the Company early adopted ASU 2017-04 - Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The objective of ASU 2017-04 is to simplify how an entity is required to test goodwill for impairment. Under previous GAAP, entities were required to test goodwill for impairment using a two-step approach. Under the amendments in ASU 2017-04, an entity performs its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The adoption of ASU 2017-04 did not have an effect on the Company’s Financial Statements. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which was subsequently revised by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03. ASU 2016-13 introduces a new model for assessing impairment on most financial assets. Entities will be required to use a forward-looking expected loss model, which will replace the current incurred loss model, which will result in earlier recognition of allowance for losses. As an emerging growth company, the Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934. Accordingly, ASU 2016-13 will be effective for the Company’s first interim period of fiscal 2023, and the Company is currently evaluating the impact of the new standard. |
Acquisitions, Divestitures and
Acquisitions, Divestitures and Assets Held for Sale | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations, Discontinued Operations And Disposal Groups [Abstract] | |
Acquisitions, Divestitures And Assets Held for Sale | ACQUISITIONS, DIVESTITURES AND ASSETS HELD FOR SALE Acquisitions During the three and six months ended June 30, 2020 , the Company completed the following business combination below. The preliminary purchase price allocation is as follows: Purchase Price Allocation CCF (1) Assets acquired: Cash and cash equivalents 17 Inventory 1,969 Other current assets 3,164 Capital assets, net 4,173 Operating lease ROU assets 4,455 Goodwill — Intangible assets - cannabis licenses 15,247 Other non-current assets 10 Liabilities assumed: Accounts payable and accrued liabilities (228 ) Taxes payable (17 ) Other current liabilities (4,248 ) Operating lease liability (4,455 ) Fair value of net assets acquired 20,087 Consideration paid: Cash 10,000 Settlement of pre-existing relationship 10,087 Total consideration 20,087 (1) On June 26, 2020, the Company acquired 100% of Compassionate Care Foundation, Inc. (“CCF”), a New Jersey vertically integrated medical cannabis nonprofit corporation. The settlement of pre-existing relationship included in the transaction price includes a $7,952 line of credit as well as interest receivable of $2,135 which were both previously recorded in Notes receivable, non-current in the Statements of Financial Position. The carrying value of these amounts approximated their fair value. During the six months ended June 30, 2019 , the Company completed the following business combinations, and has allocated each purchase price as follows: Purchase Price Allocation Thames Valley (1) NCC (2) Form Factory Total Assets acquired: Cash and cash equivalents $ 106 $ 696 $ 4,276 $ 5,078 Inventory 39 170 520 729 Other current assets 1 36 1,136 1,173 Capital assets, net — 539 3,988 4,527 Operating lease ROU assets — — 10,477 10,477 Goodwill 3,594 4,196 66,127 73,917 Intangible assets - cannabis licenses 14,850 2,500 39,469 56,819 Intangible assets - customer relationships — — 4,600 4,600 Intangible assets - developed technology — — 3,100 3,100 Other non-current assets — 25 406 431 Liabilities assumed: Accounts payable and accrued liabilities (121 ) (24 ) (1,572 ) (1,717 ) Other current liabilities — (621 ) — (621 ) Debt — — (494 ) (494 ) Operating lease liability — — (10,477 ) (10,477 ) Deferred tax liability (3,397 ) (465 ) (14,517 ) (18,379 ) Other liabilities — (175 ) (23 ) (198 ) Fair value of net assets acquired $ 15,072 $ 6,877 $ 107,016 $ 128,965 Consideration paid: Cash 15,072 — 3,711 18,783 Deferred acquisition costs and deposits — 100 — 100 Subordinate Voting Shares — 3,948 95,266 99,214 Settlement of pre-existing relationship — 830 8,039 8,869 Fair value of previously held interest — 1,999 — 1,999 Total consideration $ 15,072 $ 6,877 $ 107,016 $ 128,965 Subordinate Voting Shares issued — 211 4,770 4,981 The operating results of the above acquisitions were not material to the periods presented. (1) On January 29, 2019, the Company acquired 100% of Thames Valley Apothecary, LLC (“Thames Valley”), a dispensary license holder in Connecticut. (2) On March 4, 2019, the Company acquired the remaining 70% ownership interest in NCC LLC (“NCC”), a dispensary license holder in Illinois. The market price used in valuing SVS issued was $18.70 . As a result of this acquisition, the previously held interest in NCC was re-measured, resulting in a gain of $999 , which was recorded in Income from investments, net in the Statements of Operations during the six months ended June 30, 2019 . The settlement of pre-existing relationship included in the transaction price includes a $550 promissory note receivable as well as an amount receivable of $280 which was previously recorded in Other current assets in the Statements of Financial Position. The carrying value of these amounts approximated their fair value. (3) On April 16, 2019, the Company acquired 100% of Form Factory Holdings, LLC (“Form Factory”), a manufacturer and distributor of cannabis-based edibles and beverages. The useful life of the developed technology was determined to be 19 years , and the useful life of the customer relationships was determined to be 5 years . The market price used in valuing unrestricted SVS issued was $20.45 per share. Certain SVS are subject to clawback should certain indemnity conditions arise and as such, a discount for lack of marketability was applied that correlates to the period of time these shares are subject to restriction. The Company also recorded an expense of $2,139 in the Statements of Operations for the six months ended June 30, 2019 in connection with the acquisition of Form Factory that represents stock compensation fully vested on the acquisition date. 86 SVS valued at $1,753 were issued and recorded in Other equity transactions on the Statements of Shareholders’ Equity, with the remainder settled in cash. The settlement of pre-existing relationship included in the transaction price included a $7,924 promissory note receivable and $115 of interest receivable. The carrying value of these amounts approximated their fair value. Deferred acquisition costs and deposits The Company makes advance payments to certain acquisition targets for which the transfer is pending certain regulatory approvals prior to the acquisition date. As of June 30, 2020 and December 31, 2019 , the Company had no deferred acquisition costs outstanding. Divestitures On May 8, 2020, the Company sold all equity interests in Acreage North Dakota, LLC, a medical cannabis dispensary holder and operator, for $1,000 . This resulted in a gain on sale of $217 recorded in Other loss, net on the Statements of Operations for the three and six months ended June 30, 2020 . Assets Held for Sale On June 30, 2020 , the Company determined certain businesses and assets met the held-for-sale criteria. The Company has identified the following businesses as their separate disposal groups: Acreage Florida, Inc., Kanna, Inc., Maryland Medicinal Research & Caring, LLC (“MMRC”) and certain Oregon entities comprising HSCP Oregon, LLC, 22nd & Burn, Inc., The Firestation 23, Inc., East 11th Incorporated. As a further disposal group, the Company has identified certain assets owned in Michigan as held-for-sale. In accordance to ASC 205-20-45 - Discontinued Operations , a disposal of a component of an entity shall be reported in discontinued operations if the divestiture represents a strategic shift that will have a major effect on the entity’s operations and financial results. Management determined that the expected divestitures will not represent a strategic shift that will have a major effect on the Company’s operations and financial results and thus will not report the expected divestitures of these assets as discontinued operations. Upon classification of the disposal groups as held for sale, the Company tested each disposal group for impairment and recognized a charge of $8,110 within Write down of assets held-for-sale on the Statements of Operations for the three and six months ended June 30, 2020 to write the disposal groups down to its fair value less costs to sell. Additionally, all assets and liabilities determined within these disposal groups were transferred into Assets held-for-sale and Liabilities related to assets held-for-sale on the Statements of Financial Position, respectively as of June 30, 2020 from each of their previous respective financial statement captions. Refer to table below for further details. The preliminary fair values of the major classes of assets and liabilities of the businesses and assets classified as held-for-sale on our Statements of Financial Position are presented below and are subject to change based on developments during the sales process. June 30, 2020 Acreage Florida, Inc. Kanna, Inc. MMRC (1) Michigan Oregon Total Inventory $ 1,017 $ — $ 30 $ — $ 1,657 $ 2,704 Notes receivable, current — — — — 64 64 Other current assets 90 — 46 — 1 137 Total current assets classified as held-for-sale 1,107 — 76 — 1,722 2,905 Capital assets, net 6,480 1,172 286 7,469 2,951 18,358 Operating lease right-of-use assets 11,725 2,209 362 — 2,328 16,624 Intangible assets, net 26,190 970 801 — — 27,961 Goodwill — — — — 2,192 2,192 Total assets classified as held for sale $ 45,502 $ 4,351 $ 1,525 $ 7,469 $ 9,193 $ 68,040 Accounts payable and accrued liabilities $ (1,281 ) $ (361 ) $ (50 ) $ — $ (308 ) $ (2,000 ) Taxes payable (7 ) 1 — — (469 ) (475 ) Operating lease liability, current (501 ) (373 ) (29 ) — (323 ) (1,226 ) Other current liabilities (161 ) — — — 3 (158 ) Total current liabilities classified as held-for-sale (1,950 ) (733 ) (79 ) — (1,097 ) (3,859 ) Debt, non-current (3,799 ) — — — — (3,799 ) Operating lease liability, non-current (14,348 ) (1,879 ) (342 ) — (2,130 ) (18,699 ) Deferred tax liabilities — — — — 5 5 Total liabilities classified as held-for-sale $ (20,097 ) $ (2,612 ) $ (421 ) $ — $ (3,222 ) $ (26,352 ) (1) On August 11, 2020, the Company entered into a transaction of sale for MMRC for $1,500 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2020 | |
Intangibles and Goodwill [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | INTANGIBLE ASSETS AND GOODWILL Intangible assets The following table details our intangible asset balances by major asset classes: Intangibles June 30, 2020 December 31, 2019 Finite-lived intangible assets: Management contracts $ 19,580 $ 52,438 Customer relationships — 4,600 Developed technology — 3,100 19,580 60,138 Accumulated amortization on finite-lived intangible assets: Management contracts (4,180 ) (5,750 ) Customer relationships — (649 ) Developed technology — (114 ) (4,180 ) (6,513 ) Finite-lived intangible assets, net 15,400 53,625 Indefinite-lived intangible assets Cannabis licenses 130,260 232,347 Total intangibles, net $ 145,660 $ 285,972 The intangible assets balance as of June 30, 2020 excludes intangible assets reclassified to assets held for sale. Refer to Note 3 for further information. The average useful life of finite-lived intangible assets ranges from six to nine years . Impairment of intangible assets In December 2019, a novel strain of coronavirus emerged in Wuhan, China, which since then, has spread worldwide. As a result of the recent global economic impact and uncertainty due to the COVID-19 pandemic, the Company concluded a triggering event had occurred as of March 31, 2020, and accordingly, performed interim impairment testing. During the six months ended June 30, 2020 , the Company performed a quantitative analysis and concluded certain of the indefinite-lived cannabis licenses had a fair value below the carrying value. Accordingly, during the six months ended June 30, 2020 and 2019, the Company recognized impairment charges of $92,798 and nil , respectively, with respect to its indefinite-lived intangible assets at Acreage Florida, Inc., Form Factory Holdings, LLC and Kanna, Inc. The charge is recognized in Loss on impairment on the Statements of Operations. The Company evaluated the recoverability of the related finite-lived intangible assets to be held and used by comparing the carrying amount of the assets to the future net undiscounted cash flows expected to be generated by the assets, or comparable market sales data to determine if the carrying value is recoverable. During the six months ended June 30, 2020 and 2019, the Company recognized impairment charges of $8,324 and nil , respectively, with respect to its finite-lived intangible assets at Form Factory and CWG Botanicals, Inc. The charge is recognized in Loss on impairment on the Statements of Operations. These impairments resulted in the recognition of a tax provision benefit and an associated reversal of deferred tax liabilities of $31,316 and $31,398 during the three and six months ended June 30, 2020 , respectively. WCM Refinancing On March 6, 2020, the Company closed on a refinancing, transaction and conversion related to Northeast Patients Group, operating as Wellness Connection of Maine (“WCM”), a medical cannabis business in Maine, resulting in ownership of WCM by three individuals. In connection with the transaction, WCM converted from a non-profit corporation to a for-profit corporation. Refer to Note 6 for further details. Concurrently, a portion of the management contract was converted into a promissory note of $18,800 in Notes receivable, non-current on the Statements of Financial Position in exchange for the previously held management contract. An impairment was determined as the differential between the net carrying value of the previously held management contract and the promissory note received in exchange. This resulted in an impairment loss to finite-lived intangible assets of $9,395 in Loss on impairment on the Statements of Operations for the six months ended June 30, 2020 . Amortization expense recorded during the three and six months ended June 30, 2020 was $542 and $1,707 , respectively. Amortization expense recorded during the three and six months ended June 30, 2019 was $1,674 and $2,335 , respectively. Expected annual amortization expense for existing intangible assets subject to amortization at June 30, 2020 is as follows for each of the next five fiscal years: Amortization of Intangibles 2020 2021 2022 2023 2024 Amortization expense $ 1,082 $ 2,164 $ 2,164 $ 2,164 $ 2,164 Goodwill The following table details the changes in the carrying amount of goodwill: Goodwill Total December 31, 2019 $ 105,757 Acquisitions — Impairment (76,890 ) Less: Goodwill held for sale (2,192 ) June 30, 2020 $ 26,675 Also as a result of the recent global economic impact and uncertainty due to the COVID-19 pandemic, the Company concluded a triggering event had occurred as of March 31, 2020, and accordingly, performed interim impairment testing. During the six months ended June 30, 2020 and 2019, the Company recognized impairment charges of $65,304 and nil , respectively, with respect to its goodwill related to Form Factory. The Company applied the DCF approach to determine the fair value of Form Factory. The charge is recognized in Loss on impairment on the Statements of Operations. Pursuant to the WCM refinancing described above, the Company recognized an impairment loss to goodwill of $11,586 on Loss of impairment on the Statements of Operations for the six months ended June 30, 2020 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2020 | |
Investments [Abstract] | |
Investment Holdings, Schedule of Investments [Text Block] | INVESTMENTS The carrying values of the Company’s investments in the Statements of Financial Position as of June 30, 2020 and December 31, 2019 are as follows: Investments June 30, 2020 December 31, 2019 Investments held at FV-NI 4,613 4,376 Equity method investments 98 123 Total long-term investments $ 4,711 $ 4,499 Income (loss) from investments, net in the Statements of Operations during the three and six months ended June 30, 2020 and 2019 is as follows: Investment income Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Short-term investments $ — $ 238 $ — $ 738 Investments held at FV-NI 23 (737 ) 263 466 Equity method investments (19 ) — (25 ) 1,024 Income (loss) from investments, net $ 4 $ (499 ) $ 238 $ 2,228 Short-term investments The Company from time to time invests in U.S. Treasury bills which are classified as held-to-maturity and measured at amortized cost. These range in original maturity from three to six months, and bear interest ranging from 2.2% - 2.4% . During the six months ended June 30, 2019 , short-term investments in U.S. Treasury bills in the amount of $149,828 matured. Investments held at FV-NI The Company has investments in equity of several companies that do not result in significant influence or control. These investments are carried at fair value, with gains and losses recognized in the Statements of Operations. Equity method investments The Company accounts for investments in which it can exert significant influence but does not control as equity method investments. As of June 30, 2020 and December 31, 2019 |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2020 | |
Notes Receivable [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTES RECEIVABLE Notes receivable as of June 30, 2020 and December 31, 2019 consisted of the following: June 30, 2020 December 31, 2019 Notes receivable $ 92,344 $ 75,851 Interest receivable 4,052 5,774 Total notes receivable $ 96,396 $ 81,625 Less: Notes receivable, current 2,094 2,146 Notes receivable, non-current $ 94,302 $ 79,479 Interest income on notes receivable during the three and six months ended June 30, 2020 totaled $1,830 and $3,477 , respectively. Interest income on notes receivable during the three and six months ended June 30, 2019 totaled $1,001 and $1,731 , respectively. On March 6, 2020, the Company closed on a refinancing, transaction and conversion related to Northeast Patients Group, operating as WCM, a medical cannabis business in Maine, resulting in ownership of WCM by three individuals. In connection with the transaction, WCM converted from a non-profit corporation to a for-profit corporation. WCM previously had a series of agreements with Wellness Pain & Management Connection LLC (“WPMC”), which resulted in an outstanding balance of $18,800 due to WPMC as of closing of this transaction. A restated consulting agreement was put in place, whereby WCM agrees to pay a fixed annual fee of $120 , payable monthly, in exchange for a suite of consulting services. In addition, a promissory note payable to WPMC was signed in the amount of $18,800 to convert the existing payment due into a fixed, secured debt obligation. In order to fund the transaction of WCM, the Company created a new Maine corporation, named Maine HSCP, Inc. (“Maine HSCP”). At closing, the Company contributed $5,700 to Maine HSCP, and then sold 900 shares of Maine HSCP, constituting all of the outstanding equity interests of Maine HSCP, to three qualifying individuals in exchange for promissory notes of $1,900 each. Each note is secured by a pledge of the shares in Maine HSCP, and payment of the note is to be made solely from dividends paid to the shareholder by Maine HSCP, except for amounts to be paid to the shareholder to cover tax obligations. As of June 30, 2020 , the Company recorded a holdback reserve of $917 for the State of Maine as a result of finalization of valuation by the State. The Company has the option, exercisable at any time, to buy back the shares, at the higher of fair market value or the remaining balance under the promissory notes. The individuals also have the right at any time to put the shares to the Company on the same terms. The net equity impact to the Company was nil , and the option described above is only redeemable if permissible pursuant to Maine regulations. On July 1, 2019, the Company entered into $8,000 convertible note receivable with a west coast social equity program. Upon certain conditions related to a subsequent capital raise, the Company will obtain the right to convert its financing receivable to an ownership interest. The line of credit matures in June 2022 and bears interest at a rate of 8% per annum. During the six months ended June 30, 2020 , the Company wrote off the note receivable and the accrued interest of $8,000 and $161 , respectively, as the Company determined that the note was not collectible and recorded a loss on notes receivable of $8,161 . The Company provides revolving lines of credit to several entities under management services agreements which are included in notes receivable. The relevant terms and balances are detailed below. Lines of Credit Balance as of Counterparty Maximum Obligation Interest Rate June 30, 2020 December 31, 2019 Greenleaf (1) $ 29,286 3.25% - 4.75% $ 28,336 $ 22,569 CWG Botanicals, Inc. ("CWG") (2) 12,000 8% 9,767 9,152 Compassionate Care Foundation, Inc. (“CCF”) (3) 12,500 18% — 7,152 Prime Alternative Treatment Center, Inc. ("PATC") (4) 4,650 15% 4,650 4,650 Patient Centric of Martha’s Vineyard, Ltd. (“PCMV”) (5) 9,000 15% 6,069 5,758 Health Circle, Inc. (6) 8,000 15% 4,331 3,988 Total $ 75,436 $ 53,153 $ 53,269 (1) During the year ended December 31, 2018, the Company extended lines of credit to Greenleaf Apothecaries, LLC, Greenleaf Therapeutics, LLC and Greenleaf Gardens, LLC (together “Greenleaf”), which mature in June 2023. (2) The revolving line of credit due from CWG matures in December 2021. (3) In September 2018, the Company entered into a management agreement to provide certain advisory and consulting services to CCF for a monthly fee based on product sales. On November 15, 2019, certain changes in New Jersey state laws occurred to allow for-profit entities to hold cannabis licenses and certain regulatory approvals. Accordingly, the Company entered into a Reorganization Agreement with CCF, whereby the management agreement will terminate and any outstanding obligations on the line of credit will convert to a direct ownership interest in CCF, which will convert to a for-profit entity. On June 26, 2020, the transactions contemplated by the Reorganization Agreement closed and the line of credit converted into equity in CCF’s successor entity. Please see Note 3 for additional details. (4) Prime Alternative Treatment Center, Inc. (“PATC”) is a non-profit license holder in New Hampshire to which the Company’s consolidated subsidiary PATCC provides management or other consulting services. The line of credit matures in August 2022. (5) In November 2018, the Company entered into a services agreement with Patient Centric of Martha’s Vineyard, Ltd. (“PCMV”). The line of credit matures in November 2023. The services agreement was terminated in February 2020. (6) Health Circle, Inc. is a non-profit license holder in Massachusetts that formerly had a services agreement with the Company’s consolidated subsidiary MA RMDS SVCS, LCC. The line of credit matures in November 2032. The services agreement was terminated in February 2020. |
Capital Assets, net
Capital Assets, net | 6 Months Ended |
Jun. 30, 2020 | |
Capital Assets, net [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | CAPITAL ASSETS, net Net property and equipment consisted of: June 30, 2020 December 31, 2019 Land (1) $ 6,490 $ 9,839 Building 34,366 34,522 Right-of-use asset, finance leases 5,954 5,954 Construction in progress 14,737 17,288 Furniture, fixtures and equipment 19,041 21,019 Leasehold improvements 23,398 22,682 Capital assets, gross $ 103,986 $ 111,304 Less: accumulated depreciation (7,167 ) (5,257 ) Capital assets, net $ 96,819 $ 106,047 Depreciation of capital assets for the three and six months ended June 30, 2020 include $883 and $1,785 of depreciation expense, and $728 and $1,328 , that was capitalized to inventory, respectively. Depreciation of capital assets for the three and six months ended June 30, 2019 include $549 and $796 of depreciation expense, and $421 and $831 , that was capitalized to inventory, respectively. (1) On May 8, 2020, the Company sold a parcel of land for a sale price of $1,081 . In connection with the transaction, the Company recorded a $280 gain on sale at Other loss, net |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | LEASES The Company leases land, buildings, equipment and other capital assets which it plans to use for corporate purposes and the production and sale of cannabis products. Leases with an initial term of 12 months or less are not recorded on the Statements of Financial Position and are expensed in the Statements of Operations on the straight-line basis over the lease term. The Company does not have any material variable lease payments, and accounts for non-lease components separately from leases. Balance Sheet Information Classification June 30, 2020 December 31, 2019 Right-of-use assets Operating Operating lease right-of-use assets $ 36,280 $ 51,950 Finance Capital assets, net 5,657 5,832 Total right-of-use assets $ 41,937 $ 57,782 Lease liabilities Current Operating Operating lease liability, current $ 2,283 $ 2,759 Financing Debt, current 73 49 Non-current Operating Operating lease liability, non-current 35,058 47,522 Financing Debt, non-current 5,925 6,083 Total lease liabilities $ 43,339 $ 56,413 Statement of Operations Information Classification Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Short-term lease expense General and administrative $ 354 $ 188 $ 671 $ 486 Operating lease expense General and administrative 2,430 1,012 4,450 1,968 Finance lease expense: Amortization of right of use asset Depreciation and amortization 89 17 (6 ) 19 Interest expense on lease liabilities Interest expense 216 25 431 38 Sublease income Other loss, net — (5 ) (16 ) (48 ) Net lease cost $ 2,735 $ 1,049 $ 4,859 $ 1,977 Statement of Cash Flows Information Classification Six Months Ended Six Months Ended Cash paid for operating leases Net cash used in operating activities $ 3,503 $ 1,430 Cash paid for finance leases - interest Net cash used in operating activities $ 403 $ 38 The following represents the Company’s future minimum payments required under existing leases with initial terms of one year or more as of June 30, 2020 : Maturity of lease liabilities Operating Leases Finance Leases 2020 (1) $ 9,218 $ 863 2021 6,186 883 2022 6,043 904 2023 6,207 925 2024 6,374 923 Thereafter 29,472 18,286 Total lease payments $ 63,500 $ 22,784 Less: imputed interest 24,935 16,786 Present value of lease liabilities $ 38,565 $ 5,998 Weighted average remaining lease term (years) 10 23 Weighted average discount rate 11% 14% (1) Includes minimum payments under existing operating leases currently classified as held-for-sale (Refer to Note 3 for details). As of June 30, 2020 , there have been no |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2020 | |
Inventory [Abstract] | |
Inventory Disclosure [Text Block] | INVENTORY June 30, 2020 December 31, 2019 Retail inventory $ 1,369 $ 1,784 Wholesale inventory 16,039 11,993 Cultivation inventory 2,364 3,021 Supplies & other 1,572 1,285 Total $ 21,344 $ 18,083 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt [Abstract] | |
Debt Disclosure [Text Block] | DEBT The Company’s debt balances consist of the following: Debt balances June 30, 2020 December 31, 2019 NCCRE loan $ 481 $ 492 Seller’s notes 2,679 2,810 Related party debt — 15,000 Financing liability (related party) 15,253 19,052 Finance lease liabilities 5,998 6,132 SAF loan 19,638 — SAF loan collateral (related party) 23,358 — Convertible note, net of debt discount 9,288 — Bridge loan 14,173 — Total debt $ 90,868 $ 43,486 Less: current portion of debt 47,009 15,300 Total long-term debt $ 43,859 $ 28,186 The interest expense related to the Company’s debt during the three and six months ended June 30, 2020 and 2019 consists of the following: Interest Expense Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 NCCRE loan $ 4 $ 5 $ 9 $ 10 Seller’s notes 72 101 144 201 Interest expense on financing liability 707 — 1,298 — Interest expense on finance lease liability 216 25 431 38 Interest expense on SAF loan 387 — 476 — Interest expense on SAF loan collateral (related party) 1,103 — 1,357 — Interest expense on convertible note 753 — 753 — Interest expense on bridge loan 491 — 491 — Total interest expense $ 3,733 $ 131 $ 4,959 $ 249 NCC Real Estate, LLC (“NCCRE”) loan NCCRE, which is owned by the Company’s consolidated subsidiary HSC Solutions, LLC, entered into a $550 secured loan with a financial institution for the purchase of a building in Rolling Meadows, Illinois in December 2016. The building is leased to NCC. The promissory note payable carries a fixed interest rate of 3.7% and is due in December 2021. Seller’s notes The Company issued Seller’s notes payable in connection with several transactions, bearing interest at rates ranging from 3.5% to 10% . Related party debt During the year ended December 31, 2019, Kevin Murphy, the Chairman of the board of directors, made a non-interest bearing loan of $15,000 to Acreage. In January 2020, he made an additional loan of $5,000 to Acreage. These amounts were subsequently repaid in March 2020. Financing liability In connection with the Company’s failed sale-leaseback transaction, a financing liability was recognized equal to the cash proceeds received. The Company will recognize the cash payments made on the lease as interest expense, and the principal will be derecognized upon expiration of the lease. SAF loan and collateral On March 11, 2020, the Company borrowed $21,000 from an institutional lender pursuant to a credit facility. The credit facility permits the Company to borrow up to $100,000 , which may be drawn down by the Company in four tranches, maturing two years from the date of the first draw down. The Company will pay an annual interest rate of 3.55% on the first advance of debt for a term of two years. The borrowed amounts under the credit facility are fully collateralized by $22,000 of restricted cash, which was borrowed pursuant to the loan transaction described below. Any additional draws must be fully cash collateralized as well. Also on March 11, 2020, the Company closed $22,000 in borrowings pursuant to a loan transaction with IP Investment Company, LLC (the “Lender”). The maturity date is 366 days from the closing date of the loan transaction. The Company will pay monthly interest on the collateral in the form of 27 SVS through the maturity date. The Lender may put any unsold interest shares to the Company upon maturity at a price of $4.50 per share. Kevin Murphy, the Chairman of the board of directors, loaned $21,000 of the $22,000 borrowed by the Company to the Lender. The loan is secured by the non-U.S. intellectual property assets, a cannabis state license and 12,000 SVS shares of the Company. The Company has determined such interest on collateral to be a mandatorily redeemable financial instrument that is recorded as a liability in accordance with ASC 480 - Distinguishing liabilities from equity (“ASC 480”). The liability is calculated based upon the share interest multiplied by the maturity price of $4.50 per share. The liability amounted to $682 as of June 30, 2020 and was recorded in Debt, current within the Statements of Financial Position. Convertible note On May 29, 2020, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Company sold and issued $11,000 in principal amount under a secured convertible debenture, with gross proceeds to the Company of $10,000 before transaction fees (the “Convertible Debenture”). The Convertible Debenture bears interest at 15% per annum and is secured by the Company’s medical cannabis dispensaries in Connecticut. The Convertible Debenture is convertible by the holder in whole or in part after September 30, 2020. Prior to September 30, 2020, the holder may convert only up to $550 of principal amount. The Convertible Debenture may not be converted to SVS to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding SVS. The Convertible Debenture is convertible into Class A Subordinate Voting Shares of the Company at a conversion price of $1.68 per share, subject to the conversion limitations described above. The maturity date is the earlier of (i) May 29, 2021 or (ii) on the consummation of one or more debt, equity or a combination of debt and equity financing transactions in which the Company receives gross proceeds of $40,000 or more. Management has accordingly accreted all discounts over the period through September 30, 2020, at which point the full redemption of the principal balance is expected to occur. The Company recorded beneficial conversion of $523 , representing 5% of the principal amount which is currently convertible in Share Capital in the Statements of Shareholders’ Equity, and an equivalent discount was recorded against the carrying value of the Convertible Debenture. The beneficial conversion feature was determined in accordance with ASC 470-20 - Debt with conversion and other options and is calculated at its intrinsic value being the difference between the conversion price and the fair value of the common stock into which the debt is convertible at the commitment date, being $3.28 per share, multiplied by the number of shares into which the debt is convertible. The Company has the right to redeem up to 95% of the principal amount on or prior to September 29, 2020 without penalty. Pursuant to the redemption prior to September 29, 2020, the remaining 95% of the principal amount is classified as having a contingent beneficial conversion feature, valued at $9,026 as of June 30, 2020 . The excess of the fair value that the holder would receive at conversion over the proceeds received is $10,852 as of June 30, 2020 . The Company determined the conversion feature above does not meet the characteristics of a derivative instrument in accordance with ASC 815 - Derivatives and Hedging (“ASC 815”), as the conversion feature is indexed to its own stock and is classified under Share Capital in the Statements of Stockholders’ Equity. As such, there was no derivative liability associated with the Convertible Debenture under ASC 815. For the three and six months ended June 30, 2020 , the Company recorded amortization of debt discount of $402 . Pursuant to the Securities Purchase Agreement, the Company has reserved 7,530 SVS for issuance exclusively upon conversion of the Convertible Debenture as of June 30, 2020 . Secured Bridge Loan On June 16, 2020, the Company entered into a short-term definitive funding agreement with an institutional investor for gross proceeds of $15,000 (less transaction costs of approximately $943 ). The secured note has a maturity date of four months and bears an interest rate of 60% per annum. It is secured by, among other items, the Company’s cannabis operations in Illinois, New Jersey and Florida, as well as the Company’s U.S. intellectual property. In the event of default, the Company is obligated to pay the lender an additional fee of $6,000 . The Company may pre-pay the secured note without penalty or premium at any time following the 90 th day after closing. |
Shareholders' Equity and Non-Co
Shareholders' Equity and Non-Controlling Interests | 6 Months Ended |
Jun. 30, 2020 | |
Shareholders' Equity and Non-Controlling Interests [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS The table below details the change in Pubco shares outstanding by class for the six months ended June 30, 2020 : Shareholders’ Equity Subordinate Voting Shares Subordinate Voting Shares Held in Treasury Proportionate Voting Shares (as converted) Multiple Voting Shares Total Shares Outstanding December 31, 2019 68,177 (842 ) 23,143 168 90,646 Issuances 7,535 — — — 7,535 NCI conversions 385 — — — 385 PVS conversions 883 — (883 ) — — June 30, 2020 76,980 (842 ) 22,260 168 98,566 The table below details the change in Pubco shares outstanding by class for the six months ended June 30, 2019 : Shareholders’ Equity Subordinate Voting Shares Subordinate Voting Shares Held in Treasury Proportionate Voting Shares (as converted) Multiple Voting Shares Total Shares Outstanding December 31, 2018 21,943 (842 ) 57,895 168 79,164 Issuances 5,765 — — — 5,765 NCI conversions 1,031 — — — 1,031 PVS conversions 32,167 — (32,167 ) — — June 30, 2019 60,906 (842 ) 25,728 168 85,960 During the six months ended June 30, 2019 , the Company issued 208 SVS as compensation for consulting services expense of $3,424 , respectively, recorded in Other equity transactions on the Statements of Shareholders’ Equity. Warrants A summary of the warrants activity outstanding is as follows: Warrants Six Months Ended June 30, 2020 2019 Beginning balance 2,040 2,259 Granted 6,085 4 Expired (4 ) — Ending balance 8,121 2,263 On February 10, 2020, the Company raised $27,887 , net of issuance costs, from a private placement of 6,085 warrants priced at $4.93 per unit. The warrants were automatically exercised on March 2, 2020 for no additional consideration, and each unit sold consists of one SVS voting share and one purchase warrant with an exercise price of $5.80 and a five-year expiration. The Company evaluated the warrants for liability or equity classification in accordance with ASC 480 and determined that equity treatment was appropriate as the warrants only require settlement through the issuance of the Company’s SVS which are not redeemable, and do not represent an obligation to issue a variable number of shares. Accordingly, the warrants were classified as equity and are not subject to remeasurement at each balance sheet date. The exercise price of all other warrants outstanding as of June 30, 2020 is $25 per share. The weighted-average remaining contractual life of the warrants outstanding is approximately 4 years . There was no aggregate intrinsic value for warrants outstanding as of June 30, 2020 . During the six months ended June 30, 2019 , the Company issued 4 warrants with a weighted-average grant date fair value of $6.74 per share, and an expense of $27 was recorded in General and administrative expenses in the Statements of Operations. The exercise price of all warrants outstanding as of June 30, 2019 was $25 per share, and the weighted-average remaining contractual life of the warrants outstanding is approximately 2 years . There was no aggregate intrinsic value for warrants outstanding as of June 30, 2019 . Non-controlling interests - convertible units The Company has NCIs in consolidated subsidiaries USCo2 and HSCP. The non-voting shares of USCo2 and HSCP units make up substantially all of the NCI balance as of June 30, 2020 and are convertible for either one Subordinate Voting Share of Pubco or cash, as determined by the Company. Summarized financial information of HSCP is presented below. USCo2 does not have discrete financial information separate from HSCP. HSCP net asset reconciliation June 30, 2020 December 31, 2019 Current assets $ 134,934 $ 55,296 Non-current assets 405,609 584,812 Current liabilities (108,412 ) (46,434 ) Non-current liabilities (73,471 ) (75,219 ) Other NCI balances (539 ) (1,041 ) Accumulated equity-settled expenses (168,498 ) (111,934 ) Net assets $ 189,623 $ 405,480 HSCP/USCo2 ownership % of HSCP 19.2 % 21.64 % Net assets allocated to USCo2/HSCP $ 36,408 $ 87,746 Net assets attributable to other NCIs 539 1,041 Total NCI $ 36,947 $ 88,787 Three Months Ended June 30, Six Months Ended June 30, HSCP Summarized Statement of Operations 2020 2019 2020 2019 Net loss allocable to HSCP/USCo2 (41,867 ) (48,059 ) (277,070 ) (77,017 ) HSCP/USCo2 weighted average ownership % of HSCP 17.18 % 24.40 % 20.55 % 24.86 % Net loss allocated to HSCP/USCo2 (7,193 ) (11,724 ) (56,938 ) (19,146 ) Net loss allocated to other NCIs 15 — (515 ) (5 ) Net loss attributable to NCIs (7,178 ) (11,724 ) (57,453 ) (19,151 ) As of June 30, 2020 , USCo2’s non-voting shares owned approximately 0.57% of HSCP units. USCo2’s capital structure is comprised of voting shares (approximately 70% ), all of which are held by the Company, and of non-voting shares (approximately 30% ) held by certain former HSCP members. Certain executive employees and profits interests holders own approximately 18.63% of HSCP units. The remaining 80.80% interest in HSCP is held by USCo and represents the members’ equity attributable to shareholders of the parent. During the six months ended June 30, 2020 and 2019, the Company had several transactions with HSCP and USCo2 that changed its ownership interest in the subsidiaries but did not result in loss of control. These transactions included business acquisitions and the redemption of HSCP and USCo2 convertible units for Pubco shares (as shown in the table below), and resulted in a $5,587 and $12,180 allocation from NCI to shareholders' equity for the six months ended June 30, 2020 and 2019, respectively. During the three and six months ended June 30, 2020 , Pubco, by way of Acreage CCF New Jersey, LLC, acquired 100% of the operations of CCF for total consideration of $20,087 . (Refer to Note 3 for further information). Pursuant to the acquisition, Pubco subsequently transferred the ownership of Acreage CCF New Jersey, LLC to HSCP by way of issuance of $10,000 HSCP units at closing price. During the six months ended June 30, 2019 , the Company made cash payments in the amount of $4,278 to HSCP and USCo2 unit holders in satisfaction of redemption requests the Company chose to settle in cash, as well as for LLC unitholders tax liabilities in accordance with the HSCP operating agreement. A reconciliation of the beginning and ending amounts of convertible units is as follows: Six Months Ended June 30, Convertible Units 2020 2019 Beginning balance 25,035 27,340 Issuance of NCI units — 198 Vested LLC C-1s canceled (1,310 ) (126 ) LLC C-1s vested 1,000 625 NCI units settled in cash — (58 ) NCI units converted to Pubco (385 ) (1,027 ) Ending balance 24,340 26,952 |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Equity-based compensation [Abstract] | |
Share-based Payment Arrangement [Text Block] | EQUITY-BASED COMPENSATION EXPENSE Equity-based compensation expense recognized in the Statements of Operations for the periods presented is as follows: Equity-based compensation expense Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Equity-based compensation - Plan $ 11,302 $ 15,674 $ 25,781 $ 34,555 Equity-based compensation - Plan (CGC Awards) 7,181 314 11,992 314 Equity-based compensation - other 1,704 4,705 17,151 4,801 Total equity-based compensation expense $ 20,187 $ 20,693 $ 54,924 $ 39,670 Equity-based compensation - Plan (Acreage Holdings, Inc. Omnibus Incentive Plan) In connection with the RTO transaction, the Company’s Board of Directors adopted an Omnibus Incentive Plan, as amended May 7, 2019 and June 19, 2019 (the “Plan”), which permits the issuance of stock options, stock appreciation rights, stock awards, share units, performance shares, performance units and other stock-based awards up to an amount equal to 15% of the issued and outstanding Subordinate Voting Shares of the Company. Restricted Share Units (“RSUs”) Six Months Ended June 30, 2020 Restricted Share Units (Fair value information expressed in whole dollars) RSUs Weighted Average Grant Date Fair Value Unvested, beginning of period (1) 7,843 $ 15.10 Granted 4,926 3.60 Forfeited (2,052 ) 13.15 Vested (2,736 ) 11.60 Unvested, end of period 7,981 $ 9.70 Vested and unreleased 1,368 $ 15.73 Outstanding, end of period 9,349 $ 10.58 RSUs of the Company generally vest over a period of two years . The fair value for RSUs is based on the Company’s share price on the date of the grant. The Company recorded $12,684 and $26,098 as compensation expense during the three and six months ended June 30, 2020 , respectively. The fair value of RSUs vested during the three and six months ended June 30, 2020 was $3,748 and $7,251 , respectively. The total weighted average remaining contractual life and aggregate intrinsic value of unvested RSUs at June 30, 2020 was approximately 2 years and $20,112 , respectively. Unrecognized compensation expense related to these awards at June 30, 2020 was $62,919 and is expected to be recognized over a weighted average period of approximately 2 years . There were 1,368 and 3 vested RSUs that are pending delivery or deferred as of June 30, 2020 and 2019 , respectively. On February 20, 2020, the Company issued 1,505 RSUs to certain executives with a weighted-average grant date fair value of $5.11 per share. 148 of the 1,505 RSUs vested immediately. Certain shares are subject to restriction thus a discount for lack of marketability was applied that correlates to the period of time. On March 13, 2020, the Company issued 630 RSUs to employees of the Company. All of these units vested immediately, with a fair market value of $2.15 , which was the closing price of the Company’s subordinate voting shares on March 13, 2020. (1) Equity-based compensation - Plan (CGC Awards) Included within the RSUs during the three and six months ended June 30, 2020 are “CGC Awards” issued in connection with the RSUs which were granted in July 2019: On June 27, 2019, pursuant to the Arrangement Agreement (as defined in Note 13), 4,909 RSUs were awarded in total to five executive employees under the Plan. These awards vest as follows: 25% in June 2020, 25% in June 2021 and 50% three months following the Acquisition (as defined in Note 13) . The Company recorded $5,587 and $8,349 as compensation expense during the three and six months ended June 30, 2020 in connection with these awards. A discount for lack of marketability was applied that correlates to the period of time certain of these shares are subject to restriction. On July 31, 2019, the Company issued 1,778 RSUs to employees with unvested RSUs and stock options ("make-whole awards") as at the date of the Option Premium payment (as defined in Note 13). The RSUs were issued to provide additional incentive for employees that were not eligible to receive the full Option Premium and were subject to the same vesting terms as the unvested options and RSUs held as of the grant date. The Company recorded $1,594 and $3,643 as compensation expense during the three and six months ended June 30, 2020 , respectively, in connection with these awards. Stock options Six Months Ended June 30, 2020 Stock Options (Exercise price expressed in whole dollars) Options Weighted Average Exercise Price Options outstanding, beginning of period 5,607 $ 21.56 Granted 191 5.75 Forfeited (869 ) 17.29 Exercised — — Options outstanding, end of period 4,929 $ 21.70 Options exercisable, end of period 2,125 $ 24.50 Stock options of the Company generally vest over a period of three years and have an expiration period of 10 years . The weighted average contractual life remaining for options outstanding and exercisable as of June 30, 2020 was approximately 9 years . The Company recorded $5,799 and $11,675 as compensation expense during the three and six months ended June 30, 2020 , respectively, in connection with these awards. As of June 30, 2020 , unamortized expense related to stock options totaled $33,070 and is expected to be recognized over a weighted-average period of approximately 1 year . There was no aggregate intrinsic value for options outstanding or exercisable as of June 30, 2020 . Equity-based compensation - other HSCP C-1 Profits Interests Units (“Profits Interests”) These membership units qualify as profits interests for U.S. federal income tax purposes and were accounted for in accordance with ASC 718, Compensation - Stock Compensation. HSCP amortizes awards over service period and until awards are fully vested. The following table summarizes the status of unvested Profits Interests for the six months ended June 30, 2020 : Six Months Ended June 30, 2020 Profits Interests (Fair value information expressed in whole dollars) Number of Units Weighted Average Grant Date Fair Value Unvested, beginning of period 1,000 $ 0.43 Class C-1 units granted — — Class C-1 units canceled — — Class C-1 vested (1,000 ) 0.43 Unvested, end of period — $ — The Company recorded $0 and $70 as compensation expense in connection with these awards during the three and six months ended June 30, 2020 , respectively. The fair value of Profits Interests vested during the three and six months ended June 30, 2020 was $0 and $1,239 , respectively. As of June 30, 2020 , all Profits Interests were fully vested. Restricted Shares (“RSs”) In connection with the Company’s acquisition of Form Factory during 2019 , 1,369 restricted shares with a grant date fair value of $20.45 were issued to former employees of Form Factory subject to future service conditions, which fully vest 24 months from the acquisition date. The fair value for RSs is based on the Company’s share price on the date of the grant. The Company recorded compensation expense of $1,704 and $17,081 during the three and six months ended June 30, 2020 , respectively, in connection with these awards. During the three months ended June 30, 2020 , certain employees separated from the Company, resulting in 161 RSs accelerating vesting and $2,131 incurred in expenses. During the six months ended June 30, 2020 , certain employees separated from the Company, resulting in 1,289 RSs accelerating vesting and $17,019 incurred in expenses. The total weighted average remaining contractual life and aggregate intrinsic value of RSs at June 30, 2020 was approximately 1 year and $184 , respectively. As of June 30, 2020 , unamortized expense related to RSs totaled $150 and is expected to be recognized over a weighted average period of approximately 1 year . The total weighted average remaining contractual life and aggregate intrinsic value of RSs at June 30, 2019 was approximately 2 years and $22,465 , respectively. As of June 30, 2019 , unamortized expense related to RSs totaled $24,946 and is expected to be recognized over a weighted average period of approximately 2 years . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES Commitments The Company provides revolving lines of credit to several of its portfolio companies. Refer to Note 6 for further information. Definitive agreements On April 17, 2019, the Company entered into a definitive agreement to acquire Deep Roots Medical, LLC (“Deep Roots”), a vertically integrated license holder in Nevada, for consideration of 4,762 HSCP units (valued at approximately $12,000 based on the June 30, 2020 closing price of $2.52 per share) and $20,000 in cash. The Company announced the termination of the agreement by Deep Roots on April 3, 2020 following March 31, 2020, the end date for consummating the transaction. During the year ended December 31, 2018, the Company entered into a definitive agreement to acquire all ownership interests in GCCC Management, LLC, a management company overseeing the operations of Greenleaf Compassionate Care Center, Inc., a non-profit cultivation and processing facility in Rhode Island, for cash consideration of $10,000 . The agreement terminated in April 2020. Canopy Growth On June 19, 2019, the shareholders of the Company and of Canopy Growth separately approved the proposed arrangement involving the two companies (the “Existing Arrangement”), and on June 21, 2019, the Supreme Court of British Columbia granted a final order approving the Existing Arrangement. Effective June 27, 2019, the articles of the Company were amended pursuant to a plan of arrangement to provide that, upon a change in federal laws in the United States to permit the general cultivation, distribution and possession of marijuana (as defined in the relevant legislation) or to remove the regulation of such activities from the federal laws of the United States (the “Triggering Event”), subject to the satisfaction of the conditions set out in the arrangement agreement entered into between Acreage and Canopy Growth on April 18, 2019, as amended on May 15, 2019 (the “Arrangement Agreement”), Canopy Growth will acquire all of the issued and outstanding shares in the capital of the Company (each, an “Acreage Share”). Under the terms of the Arrangement Agreement, holders of Acreage Shares and certain securities convertible or exchangeable into Class A subordinate voting shares of Acreage (the “Subordinate Voting Shares”) as of the close of business on June 26, 2019, received approximately $2.63 , being their pro rata portion (on an as converted to Subordinate Voting Share basis) of $300,000 (the “Option Premium”) paid by Canopy Growth. Upon the occurrence of the Triggering Event and subject to the satisfaction or waiver of the conditions to closing set out in the Arrangement Agreement, Canopy Growth will acquire (the “Acquisition”) each of the Subordinate Voting Shares of Acreage (following the automatic conversion of the Class B proportionate voting shares and Class C multiple voting shares of Acreage into Subordinate Voting Shares) for the payment of 0.5818 of a common share of Canopy Growth (each whole common share, a “Canopy Growth Share”) per Subordinate Voting Share (subject to adjustment in accordance with the terms of the Arrangement Agreement) (the “Exchange Ratio”). HSCP unit holders will be required to convert their units within three years following the closing of the Acquisition as will holders of non-voting shares of USCo2. Pursuant to the terms of the Arrangement Agreement, the Company is permitted to issue up to an additional 58,000 Subordinate Voting Shares (of which approximately 38,000 remain available for issuance as of June 30, 2020 ) without any adjustment being required to the Exchange Ratio. The Exchange Ratio is subject to adjustment in the circumstances set out in the Arrangement Agreement. Proposed Amendment to Canopy Growth Arrangement On June 24, 2020, Acreage and Canopy Growth entered into a proposal agreement (the “Proposal Agreement”) which sets out, among other things, the terms and conditions upon which the parties are proposing to amend the Arrangement Agreement (the “Amended Arrangement Agreement”) and amend and restate the existing plan of arrangement (the “Amended Plan of Arrangement”). The effectiveness of the Amended Arrangement Agreement and the implementation of the Amended Plan of Arrangement is subject to the conditions set out in the Proposal Agreement, including, among others, approval by (i) the Supreme Court of British Columbia at a hearing upon the procedural and substantive fairness of the terms and conditions of the Amended Plan of Arrangement (“Court Approval”); and (ii) the shareholders of Acreage as required by applicable corporate and securities laws. Upon receipt of Acreage shareholder approval, Court Approval and the satisfaction of all other conditions set out in the Proposal Agreement, including the advance of $50,000 to a subsidiary of Acreage pursuant to a loan, Acreage and Canopy Growth will enter into the Amended Arrangement Agreement. The effectiveness of the Amended Arrangement Agreement and the implementation of the Amended Plan of Arrangement is also subject to additional conditions as set forth in the Proposal Agreement. Each of Acreage and Canopy Growth has made certain representations and warranties and agreed to certain covenants in the Proposal Agreement, including covenants regarding the conduct of their respective businesses prior to the Amendment Time (as defined below) that are in addition to the covenants contained in the Arrangement Agreement. In particular, the Proposal Agreement sets forth, among other things, (i) certain financial reporting obligations of Acreage from the execution of the Proposal Agreement until the earlier of the termination of the Proposal Agreement or the implementation of the Amended Plan of Arrangement (the “Interim Period”); (ii) certain restrictions on Acreage’s ability to issue any securities or incur any debt obligations during the Interim Period; (iii) a business plan for Acreage for each fiscal year ended December 31, 2020 through to December 31, 2029, and a requirement for Acreage to conduct its business in accordance with such business plan; and (iv) limitations on any public communication made by Acreage during the Interim Period. The Proposal Agreement contains certain termination rights, including (i) in favor of both Acreage and Canopy Growth, in the event that the Acreage shareholder approval is not obtained at the special meeting of Acreage shareholders, or (ii) in favor of Canopy Growth in the event that the Acreage board of directors determines, in accordance with the Proposal Agreement to make a Change in Recommendation (as defined in the Proposal Agreement). The Proposal Agreement further provides that, upon termination of the Proposal Agreement following a Change in Recommendation, Acreage will be required to pay an expense reimbursement to Canopy Growth in the amount of $3,000 ; provided however, that Acreage will not be required to make this payment if the Change in Recommendation was the result of a Purchaser Material Adverse Effect (as defined in the Arrangement Agreement). Upon satisfaction or waiver of the conditions set out in the Proposal Agreement, the Amending Agreement and the Amended Plan of Arrangement will be effective at 12:01 a.m. (Vancouver time) or such other time as the parties may mutually agree (the “Amendment Time”) on the date that the Amended Plan of Arrangement becomes effective. Pursuant to the Amended Plan of Arrangement, at the Amendment Time, Canopy Growth will make a cash payment of $37,500 to the Acreage shareholders and certain holders of securities convertible or exchangeable into shares of Acreage and Acreage will complete a capital reorganization (the “Capital Reorganization”) whereby (i) each Existing SVS will be exchanged for 70.0% of a Class E subordinate voting share (each whole share, a “Fixed Share”) and 30.0% of a Class D subordinate voting share (each whole share, a “Floating Share”); (ii) each Existing PVS will be exchanged for 28 Fixed Shares and 12 Floating Shares; and (iii) each Existing MVS will be exchanged for 70.0% of a new multiple voting share (each whole share, a “Fixed Multiple Share”) and 30.0% of a Floating Share. No fractional Fixed Shares, Fixed Multiple Shares or Floating Shares will be issued pursuant to the Capital Reorganization. Each Fixed Multiple Voting Share will be entitled to 4,300 votes at all meetings of Acreage shareholders with each Fixed Share and each Floating Share will be entitled to one vote per share at such meetings. Pursuant to the Amended Plan of Arrangement, upon the occurrence or waiver (at the discretion of Canopy Growth) of the Triggering Event (the “Triggering Event Date”), Canopy Growth will, subject to the satisfaction or waiver of certain closing conditions set out in the Arrangement Agreement (i) acquire all of the issued and outstanding Fixed Shares (following the mandatory conversion of the Fixed Multiple Shares into Fixed Shares) on the basis of 30.48% of a Canopy Growth Share for each Fixed Share held at the time of the acquisition of the Fixed Shares, subject to adjustment in accordance with the terms of the Amended Plan of Arrangement (the “Canopy Call Option”); and (ii) have the right (but not the obligation) (the “Floating Call Option”), exercisable for a period of 30 days following the Triggering Event Date to acquire all of the issued and outstanding Floating Shares at a price to be determined based upon the fair market value of the Floating Shares relative to the Canopy Growth Shares on the Triggering Event Date, subject to (a) a minimum price of $6.41 ; and (b) adjustment in accordance with the terms of the Amended Plan of Arrangement, to be payable, at the option of Canopy Growth, in cash or Canopy Growth Shares. The closing of the acquisition of the Floating Shares pursuant to the Floating Call Option, if exercised, will take place concurrently with the closing of the acquisition of the Fixed Shares pursuant to the Canopy Call Option, if exercised. No fractional Canopy Growth Shares will be issued pursuant to the Amended Plan of Arrangement. The Canopy Call Option and the Floating Call Option will expire 10 years from the Amendment Time. Surety bonds The Company has indemnification obligations with respect to surety bonds primarily used as security against non-performance in the amount of $5,000 as of June 30, 2020 , for which no liabilities are recorded on the Statements of Financial Position. The Company is subject to other capital commitments and similar obligations. As of June 30, 2020 and 2019 , such amounts were not material. Contingencies As of June 30, 2020 , the Company has consulting fees payable in SVS which are contingent upon successful acquisition of certain state cannabis licenses. The Company had maximum obligations of $8,750 and 400 SVS, and no reserve for the contingencies has been recorded as of June 30, 2020 . The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management of the Company believes that the Company is in compliance with applicable local and state regulations as of June 30, 2020 , cannabis regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties, or restrictions in the future. The Company may be, from time to time, subject to various administrative, regulatory and other legal proceedings arising in the ordinary course of business. Contingent liabilities associated with legal proceedings are recorded when a liability is probable, and the contingent liability can be reasonably estimated. Standby Equity Distribution Definitive Agreement On May 29, 2020, the Company entered into an agreement with an institutional lender for $50,000 of financing commitments under a Standby Equity Distribution Agreement. The investor may, at its discretion, purchase, and the Company may, at its discretion, periodically sell to the investor, up to $50,000 of subordinate voting shares of the Company at a purchase price of 95% of the market price over the course of 24 months from the effective date. In consideration for entering the Standby Equity Distribution Definitive Agreement, the Company will issue the investor 200 SVS as commitment shares. New York outstanding litigation On November 2, 2018, EPMMNY LLC (“EPMMNY”) filed a complaint in the Supreme Court of the State of New York, County of New York, asserting claims against 16 defendants, including NYCANNA, Impire State Holdings LLC, NY Medicinal Research & Caring, LLC (each, a wholly-owned subsidiary of High Street) and High Street. The Index Number for the action is 655480/2018. EPMMNY alleges that it was wrongfully deprived of a minority equity interest and management role in NYCANNA by its former partner, New Amsterdam Distributors, LLC, which attempted to directly or indirectly sell or transfer EPMMNY’s alleged interest in NYCANNA to other entities in 2016 and 2017, including Impire, NYMRC and High Street. EPMMNY alleges that it is entitled to the value of its alleged minority interest in NYCANNA or minority ownership in NYCANNA. EPMMNY also alleges that certain defendants misused its alleged intellectual property and/or services, improperly solicited its employees, and aided and abetted or participated in the transfer of equity and/or business opportunities from EPMMNY. High Street intends to vigorously defend this action, which the Company firmly believes is without merit. EPMMNY alleges that it was improperly deprived of its equity stake in NYCANNA before NYCANNA was acquired by High Street. High Street is also entitled to full indemnity from the claims asserted against it by EPMMNY pursuant to the purchase agreement pertaining to its acquisition of NYCANNA and personal guarantee by the largest shareholders of the seller. The defendants filed a motion to dismiss on April 1, 2019. The motion was fully briefed and submitted to the Court on July 18, 2019, and oral argument was heard on September 6, 2019. The motion remains pending before the Court. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | RELATED PARTY TRANSACTIONS Transactions with related parties are entered into in the normal course of business and are measured at the amount established and agreed to by the parties. Related party notes receivable Acreage has certain outstanding notes receivable with related parties. Refer to Note 6 for further information. GreenAcreage The Company has an investment carried at fair value through profit and loss in GreenAcreage. The Company also has an equity method investment in the management company of GreenAcreage resulting from the CEO’s board involvement. During the year ended December 31, 2019, the Company sold and subsequently leased back several of its capital assets in a transaction with GreenAcreage. The subsequent leases met the criteria for finance leases, and as such, the transactions do not qualify for sale-leaseback treatment. On July 15, 2020, the Company entered into a definitive agreement with GreenAcreage to internalize the Company’s management operations. Related party debt In December 2019, the Kevin Murphy, the Chairman of the board of directors, loaned $15,000 to the Company. In January 2020, he made an additional loan of $5,000 to Acreage. These amounts were subsequently repaid in March 2020. Credit agreement collateral On March 11, 2020, the Company closed $22,000 in borrowings pursuant to a loan transaction with the Lender. The maturity date is 366 days from the closing date of the loan transaction. The Company will pay monthly interest on the collateral in the form of 27 SVS through the maturity date. The Lender may put any unsold interest shares to the Company upon maturity at a price of $4.50 per share. Kevin Murphy, the Chairman of the board of directors, loaned $21,000 of the $22,000 borrowed by the Company to the Lender. The loan is secured by the non-U.S. intellectual property assets, a cannabis state license and 12,000 |
Reportable Segments
Reportable Segments | 6 Months Ended |
Jun. 30, 2020 | |
Reportable Segments [Abstract] | |
Segment Reporting Disclosure [Text Block] | REPORTABLE SEGMENTS The Company prepares its segment reporting on the same basis that its Chief Operating Decision Maker manages the business and makes operating decisions. The Company operates under one operating segment, which is its only reportable segment: the production and sale of cannabis products. The Company’s measure of segment performance is net income, and derives its revenue primarily from the sale of cannabis products, as well as related management or consulting services which were not material in all periods presented. All of the Company’s operations are located in the United States. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS Sale of Maryland Medicinal Research & Caring, LLC On August 11, 2020, the Company entered into a transaction of sale for MMRC for $1,500 with a buyer. The Company, when permitted by state law, will transfer all of the issued and outstanding membership interests of MMRC to the buyer. In the interim, and subject to regulatory approval, the buyer and MMRC will enter into a management services agreement for the management and operation of MMRC until such time as the Company can transfer the equity of MMRC to the buyer. |
Earnings Per Share (Notes)
Earnings Per Share (Notes) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Basic earnings per share are computed by dividing net loss attributable to common shareholders of the Company by the weighted average number of outstanding shares for the period. Diluted earnings per share are calculated based on the weighted number of outstanding common shares plus the dilutive effect of stock options and warrants, as if they were exercised, and restricted stock units and profits interests, as if they vested and NCI convertible units, as if they converted. Basic and diluted loss per share is as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net loss attributable to common shareholders of the Company $ (37,192 ) $ (37,541 ) $ (209,146 ) $ (60,918 ) Weighted average shares outstanding - basic 98,444 85,640 95,688 82,557 Effect of dilutive securities — — — — Weighted average shares - diluted 98,444 85,640 95,688 82,557 Net loss per share attributable to common shareholders of the Company - basic $ (0.38 ) $ (0.44 ) $ (2.19 ) $ (0.74 ) Net loss per share attributable to common shareholders of the Company - diluted $ (0.38 ) $ (0.44 ) $ (2.19 ) $ (0.74 ) During the six months ended June 30, 2020 , 8,121 warrants, 9,349 restricted share units, 4,929 stock options and 24,340 NCI convertible units were excluded from the calculation of net loss per share attributable to common shareholders of the Company - diluted as they were anti-dilutive. During the six months ended June 30, 2019 , 2,263 warrants, 6,547 restricted share units, 4,991 stock options, 1,200 profits interests and 26,952 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Significant Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation and going concern The Unaudited Condensed Consolidated Financial Statements of Acreage have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Unaudited Condensed Consolidated Financial Statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. As reflected in the financial statements, the Company had an accumulated deficit as of June 30, 2020 , as well as a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. However, management believes that substantial doubt about the Company’s ability to meet our obligations for the next twelve months from the date these financial statements were issued has been alleviated due to, but not limited to, (i) access to future capital commitments, (ii) continued sales growth from our consolidated operations, (iii) latitude as to the timing and amount of certain operating expenses as well as capital expenditures, (iv) restructuring plans that have already been put in place to improve the Company’s profitability (see Note 3) and (v) the Standby Equity Distribution Agreement described in Note 13 of the Unaudited Condensed Consolidated Financial Statements. If the Company is unable to raise additional capital whenever necessary, it may be forced to decelerate or curtail its footprint buildout or other operational activities until such time as additional capital becomes available. Such limitation of the Company’s activities would allow it to slow its rate of spending and extend its use of cash until additional capital is raised. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. Management also cannot provide any assurance as to unforeseen circumstances that could occur at any time within the next twelve months or thereafter which could increase our need to raise additional capital on an immediate basis. |
Substantial Doubt about Going Concern | Basis of presentation and going concern The Unaudited Condensed Consolidated Financial Statements of Acreage have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Unaudited Condensed Consolidated Financial Statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. As reflected in the financial statements, the Company had an accumulated deficit as of June 30, 2020 , as well as a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. However, management believes that substantial doubt about the Company’s ability to meet our obligations for the next twelve months from the date these financial statements were issued has been alleviated due to, but not limited to, (i) access to future capital commitments, (ii) continued sales growth from our consolidated operations, (iii) latitude as to the timing and amount of certain operating expenses as well as capital expenditures, (iv) restructuring plans that have already been put in place to improve the Company’s profitability (see Note 3) and (v) the Standby Equity Distribution Agreement described in Note 13 of the Unaudited Condensed Consolidated Financial Statements. If the Company is unable to raise additional capital whenever necessary, it may be forced to decelerate or curtail its footprint buildout or other operational activities until such time as additional capital becomes available. Such limitation of the Company’s activities would allow it to slow its rate of spending and extend its use of cash until additional capital is raised. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. Management also cannot provide any assurance as to unforeseen circumstances that could occur at any time within the next twelve months or thereafter which could increase our need to raise additional capital on an immediate basis. |
Use of estimates | Use of estimates The preparation of the Company’s Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts that are reported in the Unaudited Condensed Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Significant estimates inherent in the preparation of the accompanying Unaudited Condensed Consolidated Financial Statements include the fair value of assets acquired and liabilities assumed in business combinations, assumptions relating to equity-based compensation expense, estimated useful lives for property, plant and equipment and intangible assets, the valuation allowance against deferred tax assets and the assessment of potential impairment charges on goodwill, intangible assets and investments in equity and notes receivable. |
Emerging Growth Company | Emerging growth company We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. |
Functional and presentation currency | Functional and presentation currency The Unaudited Condensed Consolidated Financial Statements and the accompanying notes are expressed in U.S. dollars. Financial metrics are presented in thousands. Other metrics, such as shares outstanding, are presented in thousands unless otherwise noted. |
Basis of consolidation | Basis of consolidation Our Unaudited Condensed Consolidated Financial Statements include the accounts of Acreage, its subsidiaries and variable interest entities (“VIEs”) where we are considered the primary beneficiary, if any, after elimination of intercompany accounts and transactions. Investments in entities in which the Company has significant influence, but less than a controlling financial interest, are accounted for using the equity method. Our proportionate share of net income or loss of the entity is recorded in Income (loss) from investments, net in the Consolidated Statements of Operations. |
Restricted cash | Restricted cash Restricted cash represents funds contractually held for specific purposes (Refer to Note 10) and, as such, not available for general corporate purposes. Cash and restricted cash, as presented on the Statements of Cash Flows, consists of $13,979 and $22,095 as of June 30, 2020 , respectively, and $26,505 and $95 as of December 31, 2019 . |
Impairment or Disposal of Long-Lived Assets, Policy | Impairment of long-lived assets Goodwill and indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired. Goodwill and indefinite-lived intangible assets are tested at the individual business level. The Company may first assess qualitative factors and, if it determines it is more likely than not that the fair value is less than the carrying value, then proceed to a quantitative test if necessary. Finite-lived intangible assets and other long-lived assets are tested for impairment based on undiscounted cash flows when events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets held for sale The Company classifies long-lived assets or disposal groups as held for sale in the period when the following held for sale criteria are met: (i) the Company commits to a plan to sell; (ii) the long-lived asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such long-lived assets or disposal groups; (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (iv) the sale is probable within one year; (v) the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. In accordance with ASC 360-10, Property, Plant and Equipment , long-lived assets and disposal groups classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. |
Share-based Payment Arrangement | Accounting for warrants and convertible notes The Company determines the accounting classification of warrants it issues, as either liability or equity classified, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity , then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock . Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing a variable number of shares. If warrants do not meet the liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the difference between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The debt discounts under these arrangements are amortized over the earlier of (i) the term of the related debt using the straight line method which approximates the interest rate method or (ii) redemption of the debt. The amortization of debt discounts is included as a component of Interest expense in the accompanying Statements of Operations. Refer to Note 10. |
Net loss per share | Net loss per share Net loss per share represents the net loss attributable to shareholders divided by the weighted average number of shares outstanding during the period on an as converted basis. Basic and diluted loss per share are the same as of June 30, 2020 and 2019 as the issuance of shares upon conversion, exercise or vesting of outstanding units would be anti-dilutive in each period. There were 46,739 and 41,953 anti-dilutive shares outstanding as of June 30, 2020 and 2019 , respectively. Refer to Note 16 for further details. |
Description of New Accounting Pronouncements | Accounting Pronouncements Recently Adopted As of December 2019, the Company early adopted ASU 2017-04 - Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The objective of ASU 2017-04 is to simplify how an entity is required to test goodwill for impairment. Under previous GAAP, entities were required to test goodwill for impairment using a two-step approach. Under the amendments in ASU 2017-04, an entity performs its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The adoption of ASU 2017-04 did not have an effect on the Company’s Financial Statements. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which was subsequently revised by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03. ASU 2016-13 introduces a new model for assessing impairment on most financial assets. Entities will be required to use a forward-looking expected loss model, which will replace the current incurred loss model, which will result in earlier recognition of allowance for losses. As an emerging growth company, the Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934. Accordingly, ASU 2016-13 will be effective for the Company’s first interim period of fiscal 2023, and the Company is currently evaluating the impact of the new standard. |
Acquisitions, Divestitures an_2
Acquisitions, Divestitures and Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations, Discontinued Operations And Disposal Groups [Abstract] | |
Purchase Price Allocations | During the six months ended June 30, 2019 , the Company completed the following business combinations, and has allocated each purchase price as follows: Purchase Price Allocation Thames Valley (1) NCC (2) Form Factory Total Assets acquired: Cash and cash equivalents $ 106 $ 696 $ 4,276 $ 5,078 Inventory 39 170 520 729 Other current assets 1 36 1,136 1,173 Capital assets, net — 539 3,988 4,527 Operating lease ROU assets — — 10,477 10,477 Goodwill 3,594 4,196 66,127 73,917 Intangible assets - cannabis licenses 14,850 2,500 39,469 56,819 Intangible assets - customer relationships — — 4,600 4,600 Intangible assets - developed technology — — 3,100 3,100 Other non-current assets — 25 406 431 Liabilities assumed: Accounts payable and accrued liabilities (121 ) (24 ) (1,572 ) (1,717 ) Other current liabilities — (621 ) — (621 ) Debt — — (494 ) (494 ) Operating lease liability — — (10,477 ) (10,477 ) Deferred tax liability (3,397 ) (465 ) (14,517 ) (18,379 ) Other liabilities — (175 ) (23 ) (198 ) Fair value of net assets acquired $ 15,072 $ 6,877 $ 107,016 $ 128,965 Consideration paid: Cash 15,072 — 3,711 18,783 Deferred acquisition costs and deposits — 100 — 100 Subordinate Voting Shares — 3,948 95,266 99,214 Settlement of pre-existing relationship — 830 8,039 8,869 Fair value of previously held interest — 1,999 — 1,999 Total consideration $ 15,072 $ 6,877 $ 107,016 $ 128,965 Subordinate Voting Shares issued — 211 4,770 4,981 During the three and six months ended June 30, 2020 , the Company completed the following business combination below. The preliminary purchase price allocation is as follows: Purchase Price Allocation CCF (1) Assets acquired: Cash and cash equivalents 17 Inventory 1,969 Other current assets 3,164 Capital assets, net 4,173 Operating lease ROU assets 4,455 Goodwill — Intangible assets - cannabis licenses 15,247 Other non-current assets 10 Liabilities assumed: Accounts payable and accrued liabilities (228 ) Taxes payable (17 ) Other current liabilities (4,248 ) Operating lease liability (4,455 ) Fair value of net assets acquired 20,087 Consideration paid: Cash 10,000 Settlement of pre-existing relationship 10,087 Total consideration 20,087 |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The preliminary fair values of the major classes of assets and liabilities of the businesses and assets classified as held-for-sale on our Statements of Financial Position are presented below and are subject to change based on developments during the sales process. June 30, 2020 Acreage Florida, Inc. Kanna, Inc. MMRC (1) Michigan Oregon Total Inventory $ 1,017 $ — $ 30 $ — $ 1,657 $ 2,704 Notes receivable, current — — — — 64 64 Other current assets 90 — 46 — 1 137 Total current assets classified as held-for-sale 1,107 — 76 — 1,722 2,905 Capital assets, net 6,480 1,172 286 7,469 2,951 18,358 Operating lease right-of-use assets 11,725 2,209 362 — 2,328 16,624 Intangible assets, net 26,190 970 801 — — 27,961 Goodwill — — — — 2,192 2,192 Total assets classified as held for sale $ 45,502 $ 4,351 $ 1,525 $ 7,469 $ 9,193 $ 68,040 Accounts payable and accrued liabilities $ (1,281 ) $ (361 ) $ (50 ) $ — $ (308 ) $ (2,000 ) Taxes payable (7 ) 1 — — (469 ) (475 ) Operating lease liability, current (501 ) (373 ) (29 ) — (323 ) (1,226 ) Other current liabilities (161 ) — — — 3 (158 ) Total current liabilities classified as held-for-sale (1,950 ) (733 ) (79 ) — (1,097 ) (3,859 ) Debt, non-current (3,799 ) — — — — (3,799 ) Operating lease liability, non-current (14,348 ) (1,879 ) (342 ) — (2,130 ) (18,699 ) Deferred tax liabilities — — — — 5 5 Total liabilities classified as held-for-sale $ (20,097 ) $ (2,612 ) $ (421 ) $ — $ (3,222 ) $ (26,352 ) (1) On August 11, 2020, the Company entered into a transaction of sale for MMRC for $1,500 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Intangibles and Goodwill [Abstract] | |
Intangible Assets [Table Text Block] | Intangibles June 30, 2020 December 31, 2019 Finite-lived intangible assets: Management contracts $ 19,580 $ 52,438 Customer relationships — 4,600 Developed technology — 3,100 19,580 60,138 Accumulated amortization on finite-lived intangible assets: Management contracts (4,180 ) (5,750 ) Customer relationships — (649 ) Developed technology — (114 ) (4,180 ) (6,513 ) Finite-lived intangible assets, net 15,400 53,625 Indefinite-lived intangible assets Cannabis licenses 130,260 232,347 Total intangibles, net $ 145,660 $ 285,972 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization of Intangibles 2020 2021 2022 2023 2024 Amortization expense $ 1,082 $ 2,164 $ 2,164 $ 2,164 $ 2,164 |
Schedule of Goodwill [Table Text Block] | Goodwill Total December 31, 2019 $ 105,757 Acquisitions — Impairment (76,890 ) Less: Goodwill held for sale (2,192 ) June 30, 2020 $ 26,675 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Investments [Abstract] | |
Investment Holdings, Schedule of Investments [Table Text Block] | Investments June 30, 2020 December 31, 2019 Investments held at FV-NI 4,613 4,376 Equity method investments 98 123 Total long-term investments $ 4,711 $ 4,499 |
Investment Income [Table Text Block] | Investment income Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Short-term investments $ — $ 238 $ — $ 738 Investments held at FV-NI 23 (737 ) 263 466 Equity method investments (19 ) — (25 ) 1,024 Income (loss) from investments, net $ 4 $ (499 ) $ 238 $ 2,228 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Notes Receivable [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | June 30, 2020 December 31, 2019 Notes receivable $ 92,344 $ 75,851 Interest receivable 4,052 5,774 Total notes receivable $ 96,396 $ 81,625 Less: Notes receivable, current 2,094 2,146 Notes receivable, non-current $ 94,302 $ 79,479 |
Schedule of Line of Credit Facilities [Table Text Block] | Lines of Credit Balance as of Counterparty Maximum Obligation Interest Rate June 30, 2020 December 31, 2019 Greenleaf (1) $ 29,286 3.25% - 4.75% $ 28,336 $ 22,569 CWG Botanicals, Inc. ("CWG") (2) 12,000 8% 9,767 9,152 Compassionate Care Foundation, Inc. (“CCF”) (3) 12,500 18% — 7,152 Prime Alternative Treatment Center, Inc. ("PATC") (4) 4,650 15% 4,650 4,650 Patient Centric of Martha’s Vineyard, Ltd. (“PCMV”) (5) 9,000 15% 6,069 5,758 Health Circle, Inc. (6) 8,000 15% 4,331 3,988 Total $ 75,436 $ 53,153 $ 53,269 |
Capital Assets, net (Tables)
Capital Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Capital Assets, net [Abstract] | |
Property, Plant and Equipment [Table Text Block] | June 30, 2020 December 31, 2019 Land (1) $ 6,490 $ 9,839 Building 34,366 34,522 Right-of-use asset, finance leases 5,954 5,954 Construction in progress 14,737 17,288 Furniture, fixtures and equipment 19,041 21,019 Leasehold improvements 23,398 22,682 Capital assets, gross $ 103,986 $ 111,304 Less: accumulated depreciation (7,167 ) (5,257 ) Capital assets, net $ 96,819 $ 106,047 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Finance Lease, Liability, Maturity [Table Text Block] | The following represents the Company’s future minimum payments required under existing leases with initial terms of one year or more as of June 30, 2020 : Maturity of lease liabilities Operating Leases Finance Leases 2020 (1) $ 9,218 $ 863 2021 6,186 883 2022 6,043 904 2023 6,207 925 2024 6,374 923 Thereafter 29,472 18,286 Total lease payments $ 63,500 $ 22,784 Less: imputed interest 24,935 16,786 Present value of lease liabilities $ 38,565 $ 5,998 Weighted average remaining lease term (years) 10 23 Weighted average discount rate 11% 14% (1) Includes minimum payments under existing operating leases currently classified as held-for-sale (Refer to Note 3 for details). |
Lease, Cost [Table Text Block] | Balance Sheet Information Classification June 30, 2020 December 31, 2019 Right-of-use assets Operating Operating lease right-of-use assets $ 36,280 $ 51,950 Finance Capital assets, net 5,657 5,832 Total right-of-use assets $ 41,937 $ 57,782 Lease liabilities Current Operating Operating lease liability, current $ 2,283 $ 2,759 Financing Debt, current 73 49 Non-current Operating Operating lease liability, non-current 35,058 47,522 Financing Debt, non-current 5,925 6,083 Total lease liabilities $ 43,339 $ 56,413 Statement of Operations Information Classification Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Short-term lease expense General and administrative $ 354 $ 188 $ 671 $ 486 Operating lease expense General and administrative 2,430 1,012 4,450 1,968 Finance lease expense: Amortization of right of use asset Depreciation and amortization 89 17 (6 ) 19 Interest expense on lease liabilities Interest expense 216 25 431 38 Sublease income Other loss, net — (5 ) (16 ) (48 ) Net lease cost $ 2,735 $ 1,049 $ 4,859 $ 1,977 Statement of Cash Flows Information Classification Six Months Ended Six Months Ended Cash paid for operating leases Net cash used in operating activities $ 3,503 $ 1,430 Cash paid for finance leases - interest Net cash used in operating activities $ 403 $ 38 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | June 30, 2020 December 31, 2019 Retail inventory $ 1,369 $ 1,784 Wholesale inventory 16,039 11,993 Cultivation inventory 2,364 3,021 Supplies & other 1,572 1,285 Total $ 21,344 $ 18,083 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt [Abstract] | |
Schedule of Debt [Table Text Block] | Debt balances June 30, 2020 December 31, 2019 NCCRE loan $ 481 $ 492 Seller’s notes 2,679 2,810 Related party debt — 15,000 Financing liability (related party) 15,253 19,052 Finance lease liabilities 5,998 6,132 SAF loan 19,638 — SAF loan collateral (related party) 23,358 — Convertible note, net of debt discount 9,288 — Bridge loan 14,173 — Total debt $ 90,868 $ 43,486 Less: current portion of debt 47,009 15,300 Total long-term debt $ 43,859 $ 28,186 |
Interest Income and Interest Expense Disclosure [Table Text Block] | Interest Expense Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 NCCRE loan $ 4 $ 5 $ 9 $ 10 Seller’s notes 72 101 144 201 Interest expense on financing liability 707 — 1,298 — Interest expense on finance lease liability 216 25 431 38 Interest expense on SAF loan 387 — 476 — Interest expense on SAF loan collateral (related party) 1,103 — 1,357 — Interest expense on convertible note 753 — 753 — Interest expense on bridge loan 491 — 491 — Total interest expense $ 3,733 $ 131 $ 4,959 $ 249 |
Shareholders' Equity and Non-_2
Shareholders' Equity and Non-Controlling Interests (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Shareholders' Equity and Non-Controlling Interests [Abstract] | |
Schedule of Stock by Class [Table Text Block] | Shareholders’ Equity Subordinate Voting Shares Subordinate Voting Shares Held in Treasury Proportionate Voting Shares (as converted) Multiple Voting Shares Total Shares Outstanding December 31, 2019 68,177 (842 ) 23,143 168 90,646 Issuances 7,535 — — — 7,535 NCI conversions 385 — — — 385 PVS conversions 883 — (883 ) — — June 30, 2020 76,980 (842 ) 22,260 168 98,566 Shareholders’ Equity Subordinate Voting Shares Subordinate Voting Shares Held in Treasury Proportionate Voting Shares (as converted) Multiple Voting Shares Total Shares Outstanding December 31, 2018 21,943 (842 ) 57,895 168 79,164 Issuances 5,765 — — — 5,765 NCI conversions 1,031 — — — 1,031 PVS conversions 32,167 — (32,167 ) — — June 30, 2019 60,906 (842 ) 25,728 168 85,960 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Warrants Six Months Ended June 30, 2020 2019 Beginning balance 2,040 2,259 Granted 6,085 4 Expired (4 ) — Ending balance 8,121 2,263 |
Noncontrolling Interest, Period Increase (Decrease) [Table Text Block] | |
Schedule of Conversions of Stock [Table Text Block] |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity-based compensation [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Equity-based compensation expense Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Equity-based compensation - Plan $ 11,302 $ 15,674 $ 25,781 $ 34,555 Equity-based compensation - Plan (CGC Awards) 7,181 314 11,992 314 Equity-based compensation - other 1,704 4,705 17,151 4,801 Total equity-based compensation expense $ 20,187 $ 20,693 $ 54,924 $ 39,670 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | Six Months Ended June 30, 2020 Restricted Share Units (Fair value information expressed in whole dollars) RSUs Weighted Average Grant Date Fair Value Unvested, beginning of period (1) 7,843 $ 15.10 Granted 4,926 3.60 Forfeited (2,052 ) 13.15 Vested (2,736 ) 11.60 Unvested, end of period 7,981 $ 9.70 Vested and unreleased 1,368 $ 15.73 Outstanding, end of period 9,349 $ 10.58 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Six Months Ended June 30, 2020 Stock Options (Exercise price expressed in whole dollars) Options Weighted Average Exercise Price Options outstanding, beginning of period 5,607 $ 21.56 Granted 191 5.75 Forfeited (869 ) 17.29 Exercised — — Options outstanding, end of period 4,929 $ 21.70 Options exercisable, end of period 2,125 $ 24.50 |
Share-based payment arrangements, LLC profits interests [Table Text Block] | Six Months Ended June 30, 2020 Profits Interests (Fair value information expressed in whole dollars) Number of Units Weighted Average Grant Date Fair Value Unvested, beginning of period 1,000 $ 0.43 Class C-1 units granted — — Class C-1 units canceled — — Class C-1 vested (1,000 ) 0.43 Unvested, end of period — $ — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Basic and diluted loss per share is as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net loss attributable to common shareholders of the Company $ (37,192 ) $ (37,541 ) $ (209,146 ) $ (60,918 ) Weighted average shares outstanding - basic 98,444 85,640 95,688 82,557 Effect of dilutive securities — — — — Weighted average shares - diluted 98,444 85,640 95,688 82,557 Net loss per share attributable to common shareholders of the Company - basic $ (0.38 ) $ (0.44 ) $ (2.19 ) $ (0.74 ) Net loss per share attributable to common shareholders of the Company - diluted $ (0.38 ) $ (0.44 ) $ (2.19 ) $ (0.74 ) |
Nature of Operations (Details)
Nature of Operations (Details) - $ / shares | Mar. 02, 2020 | Feb. 10, 2020 |
Nature of Operations [Abstract] | ||
Strike price per broker warrant | $ 5.80 | $ 4.93 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Mar. 11, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Cash and cash equivalents | $ 13,979 | $ 26,505 | ||
Restricted cash | $ 22,095 | $ 22 | $ 95 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 46,739 | 41,953 |
Acquisitions, Divestitures an_3
Acquisitions, Divestitures and Assets Held for Sale PPA Tables (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jun. 26, 2020 | Apr. 16, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 04, 2019 | Mar. 04, 2019 | Jan. 29, 2019 |
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | $ 5,078 | $ 5,078 | ||||||
Inventory | 729 | 729 | ||||||
Other current assets | 1,173 | 1,173 | ||||||
Capital assets, net | 4,527 | 4,527 | ||||||
Operating lease ROU assets | 10,477 | 10,477 | ||||||
Goodwill | 73,917 | 73,917 | ||||||
Accounts payable and accrued liabilities | (1,717) | (1,717) | ||||||
Other current liabilities | (621) | (621) | ||||||
Debt | (494) | (494) | ||||||
Operating lease liability | (10,477) | (10,477) | ||||||
Deferred tax liability | (18,379) | (18,379) | ||||||
Other liabilities | (198) | (198) | ||||||
Fair value of net assets acquired | 128,965 | 128,965 | ||||||
Subordinate Voting Shares | 99,214 | |||||||
Settlement of pre-existing relationship | 8,869 | |||||||
Fair value of previously held interest | 1,999 | |||||||
Total consideration | $ 128,965 | |||||||
Subordinate Voting Shares issued | 4,981 | |||||||
Deferred acquisition costs and deposits | $ 0 | 215 | ||||||
HSCP LLC Membership Units [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration paid: | $ 18,783 | |||||||
Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration paid: | 100 | |||||||
Compassionate Care Foundation, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | 17 | |||||||
Inventory | 1,969 | |||||||
Other current assets | 3,164 | |||||||
Capital assets, net | 4,173 | |||||||
Operating lease ROU assets | 4,455 | |||||||
Goodwill | 0 | |||||||
Intangible assets - customer relationships | 15,247 | |||||||
Other non-current assets | 10 | |||||||
Accounts payable and accrued liabilities | (228) | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Trade Payables | (17) | |||||||
Other current liabilities | (4,248) | |||||||
Operating lease liability | (4,455) | |||||||
Fair value of net assets acquired | 20,087 | |||||||
Cash consideration | 10,000 | |||||||
Settlement of pre-existing relationship | 10,087 | |||||||
Total consideration | $ 20,087 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | ||||||
Thames Valley [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | 106 | 106 | ||||||
Inventory | 39 | 39 | ||||||
Other current assets | 1 | 1 | ||||||
Capital assets, net | 0 | 0 | ||||||
Operating lease ROU assets | 0 | 0 | ||||||
Goodwill | 3,594 | 3,594 | ||||||
Other non-current assets | 0 | 0 | ||||||
Accounts payable and accrued liabilities | (121) | (121) | ||||||
Other current liabilities | 0 | 0 | ||||||
Debt | 0 | 0 | ||||||
Operating lease liability | 0 | 0 | ||||||
Deferred tax liability | (3,397) | (3,397) | ||||||
Other liabilities | 0 | 0 | ||||||
Fair value of net assets acquired | 15,072 | 15,072 | ||||||
Subordinate Voting Shares | 0 | |||||||
Settlement of pre-existing relationship | 0 | |||||||
Fair value of previously held interest | 0 | |||||||
Total consideration | $ 15,072 | |||||||
Subordinate Voting Shares issued | 0 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||
Thames Valley [Member] | HSCP LLC Membership Units [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration paid: | $ 15,072 | |||||||
Thames Valley [Member] | Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration paid: | 0 | |||||||
NCC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | 696 | 696 | ||||||
Inventory | 170 | 170 | ||||||
Other current assets | 36 | 36 | ||||||
Capital assets, net | 539 | 539 | ||||||
Operating lease ROU assets | 0 | 0 | ||||||
Goodwill | 4,196 | 4,196 | ||||||
Other non-current assets | 25 | 25 | ||||||
Accounts payable and accrued liabilities | (24) | (24) | ||||||
Other current liabilities | (621) | (621) | ||||||
Debt | 0 | 0 | ||||||
Operating lease liability | 0 | 0 | ||||||
Deferred tax liability | (465) | (465) | ||||||
Other liabilities | (175) | (175) | ||||||
Fair value of net assets acquired | 6,877 | 6,877 | ||||||
Subordinate Voting Shares | 3,948 | |||||||
Settlement of pre-existing relationship | 830 | |||||||
Fair value of previously held interest | 1,999 | |||||||
Total consideration | $ 6,877 | |||||||
Subordinate Voting Shares issued | 211 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 70.00% | |||||||
Business Acquisition, Share Price | $ 18.70 | |||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 999 | |||||||
NCC [Member] | HSCP LLC Membership Units [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration paid: | 0 | |||||||
NCC [Member] | Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration paid: | 100 | |||||||
Form Factory [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | 4,276 | 4,276 | ||||||
Inventory | 520 | 520 | ||||||
Other current assets | 1,136 | 1,136 | ||||||
Capital assets, net | 3,988 | 3,988 | ||||||
Operating lease ROU assets | 10,477 | 10,477 | ||||||
Goodwill | 66,127 | 66,127 | ||||||
Other non-current assets | 406 | 406 | ||||||
Accounts payable and accrued liabilities | (1,572) | (1,572) | ||||||
Other current liabilities | 0 | 0 | ||||||
Debt | (494) | (494) | ||||||
Operating lease liability | (10,477) | (10,477) | ||||||
Deferred tax liability | (14,517) | (14,517) | ||||||
Other liabilities | (23) | (23) | ||||||
Fair value of net assets acquired | 107,016 | 107,016 | ||||||
Subordinate Voting Shares | 95,266 | |||||||
Settlement of pre-existing relationship | 8,039 | |||||||
Fair value of previously held interest | 0 | |||||||
Total consideration | $ 107,016 | |||||||
Subordinate Voting Shares issued | 4,770 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||
Business Acquisition, Share Price | $ 20.45 | |||||||
Total Expense for Vested Stock Compensation at time of acquisition | $ 2,139 | |||||||
Vested Stock Compensation at time of acquisition settled in shares, shares | 86 | |||||||
Vested Stock Compensation at time of acquisition settled in shares, value | $ 1,753 | |||||||
Form Factory [Member] | HSCP LLC Membership Units [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration paid: | $ 3,711 | |||||||
Form Factory [Member] | Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration paid: | 0 | |||||||
WPMC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Other non-current assets | 431 | 431 | ||||||
Cannabis License [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets - customer relationships | 56,819 | 56,819 | ||||||
Cannabis License [Member] | Thames Valley [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets - customer relationships | 14,850 | 14,850 | ||||||
Cannabis License [Member] | NCC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets - customer relationships | 2,500 | 2,500 | ||||||
Cannabis License [Member] | Form Factory [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets - customer relationships | 39,469 | 39,469 | ||||||
Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets - customer relationships | 4,600 | 4,600 | ||||||
Customer Relationships [Member] | Thames Valley [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets - customer relationships | 0 | 0 | ||||||
Customer Relationships [Member] | NCC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets - customer relationships | 0 | 0 | ||||||
Customer Relationships [Member] | Form Factory [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets - customer relationships | 4,600 | 4,600 | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||||
Developed Technology Rights [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets - customer relationships | 3,100 | 3,100 | ||||||
Developed Technology Rights [Member] | Thames Valley [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets - customer relationships | 0 | 0 | ||||||
Developed Technology Rights [Member] | NCC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets - customer relationships | 0 | 0 | ||||||
Developed Technology Rights [Member] | Form Factory [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets - customer relationships | $ 3,100 | $ 3,100 | ||||||
Finite-Lived Intangible Asset, Useful Life | 19 years | |||||||
Notes Receivable [Member] | Compassionate Care Foundation, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred, Receivables Forgiven | $ 7,952 | |||||||
Notes Receivable [Member] | NCC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred, Receivables Forgiven | 550 | |||||||
Notes Receivable [Member] | Form Factory [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred, Receivables Forgiven | $ 7,924 | |||||||
Interest Receivable [Member] | Compassionate Care Foundation, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred, Receivables Forgiven | 2,135 | |||||||
Interest Receivable [Member] | Form Factory [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred, Receivables Forgiven | $ 115 | |||||||
Other Receivable [Member] | NCC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred, Receivables Forgiven | $ 280 |
Acquisitions, Divestitures an_4
Acquisitions, Divestitures and Assets Held for Sale 2018 Pro forma (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Total revenues, net | $ 27,072 | $ 17,745 | $ 51,297 | $ 30,642 | ||
Gross Profit | 11,211 | 7,613 | 21,165 | 12,933 | ||
Operating Income (Loss) | (39,335) | (45,660) | (290,617) | (77,673) | ||
Net loss | $ (44,370) | $ (222,229) | $ (49,265) | $ (30,804) | $ (266,599) | $ (80,069) |
Acquisitions, Divestitures an_5
Acquisitions, Divestitures and Assets Held for Sale Deferred Acquisition Costs and Deposits (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule of Deferred Acquisition Costs and Deposits [Line Items] | ||
Deferred acquisition costs and deposits | $ 0 | $ 215 |
Acquisitions, Divestitures an_6
Acquisitions, Divestitures and Assets Held for Sale Divestitures (Details) - Acreage North Dakota, LLC [Member] - Discontinued Operations, Disposed of by Sale [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | May 08, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration received on disposal | $ 1,000 | ||
Gain (loss) on sale | $ 217 | $ 217 |
Acquisitions, Divestitures an_7
Acquisitions, Divestitures and Assets Held for Sale Assets Held for Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Aug. 11, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Increase (Decrease) in Assets Held-for-sale | $ (8,110) | $ 0 | $ (8,110) | $ 0 | ||
Current Assets Classified as Held-for-sale [Abstract] | ||||||
Total current assets classified as held-for-sale | 68,040 | 68,040 | $ 0 | |||
Current Liabilities, Classified as Held-for-sale [Abstract] | ||||||
Total current liabilities classified as held-for-sale | (26,352) | (26,352) | $ 0 | |||
Held for sale | ||||||
Current Assets Classified as Held-for-sale [Abstract] | ||||||
Inventory | 2,704 | 2,704 | ||||
Notes receivable, current | 64 | 64 | ||||
Other current assets | 137 | 137 | ||||
Total current assets classified as held-for-sale | 2,905 | 2,905 | ||||
Capital assets, net | 18,358 | 18,358 | ||||
Operating lease right-of-use assets | 16,624 | 16,624 | ||||
Intangible assets, net | 27,961 | 27,961 | ||||
Goodwill | 2,192 | 2,192 | ||||
Total assets classified as held for sale | 68,040 | 68,040 | ||||
Current Liabilities, Classified as Held-for-sale [Abstract] | ||||||
Accounts payable and accrued liabilities | (2,000) | (2,000) | ||||
Taxes payable | (475) | (475) | ||||
Operating lease liability, current | (1,226) | (1,226) | ||||
Other current liabilities | (158) | (158) | ||||
Total current liabilities classified as held-for-sale | (3,859) | (3,859) | ||||
Debt, non-current | (3,799) | (3,799) | ||||
Operating lease liability, non-current | (18,699) | (18,699) | ||||
Deferred tax liabilities | 5 | 5 | ||||
Total liabilities classified as held-for-sale | (26,352) | (26,352) | ||||
Held for sale | Acreage Florida, Inc. | ||||||
Current Assets Classified as Held-for-sale [Abstract] | ||||||
Inventory | 1,017 | 1,017 | ||||
Notes receivable, current | 0 | 0 | ||||
Other current assets | 90 | 90 | ||||
Total current assets classified as held-for-sale | 1,107 | 1,107 | ||||
Capital assets, net | 6,480 | 6,480 | ||||
Operating lease right-of-use assets | 11,725 | 11,725 | ||||
Intangible assets, net | 26,190 | 26,190 | ||||
Goodwill | 0 | 0 | ||||
Total assets classified as held for sale | 45,502 | 45,502 | ||||
Current Liabilities, Classified as Held-for-sale [Abstract] | ||||||
Accounts payable and accrued liabilities | (1,281) | (1,281) | ||||
Taxes payable | (7) | (7) | ||||
Operating lease liability, current | (501) | (501) | ||||
Other current liabilities | (161) | (161) | ||||
Total current liabilities classified as held-for-sale | (1,950) | (1,950) | ||||
Debt, non-current | (3,799) | (3,799) | ||||
Operating lease liability, non-current | (14,348) | (14,348) | ||||
Deferred tax liabilities | 0 | 0 | ||||
Total liabilities classified as held-for-sale | (20,097) | (20,097) | ||||
Held for sale | Kanna, Inc. | ||||||
Current Assets Classified as Held-for-sale [Abstract] | ||||||
Inventory | 0 | 0 | ||||
Notes receivable, current | 0 | 0 | ||||
Other current assets | 0 | 0 | ||||
Total current assets classified as held-for-sale | 0 | 0 | ||||
Capital assets, net | 1,172 | 1,172 | ||||
Operating lease right-of-use assets | 2,209 | 2,209 | ||||
Intangible assets, net | 970 | 970 | ||||
Goodwill | 0 | 0 | ||||
Total assets classified as held for sale | 4,351 | 4,351 | ||||
Current Liabilities, Classified as Held-for-sale [Abstract] | ||||||
Accounts payable and accrued liabilities | (361) | (361) | ||||
Taxes payable | 1 | 1 | ||||
Operating lease liability, current | (373) | (373) | ||||
Other current liabilities | 0 | 0 | ||||
Total current liabilities classified as held-for-sale | (733) | (733) | ||||
Debt, non-current | 0 | 0 | ||||
Operating lease liability, non-current | (1,879) | (1,879) | ||||
Deferred tax liabilities | 0 | 0 | ||||
Total liabilities classified as held-for-sale | (2,612) | (2,612) | ||||
Held for sale | MMRC | ||||||
Current Assets Classified as Held-for-sale [Abstract] | ||||||
Inventory | 30 | 30 | ||||
Notes receivable, current | 0 | 0 | ||||
Other current assets | 46 | 46 | ||||
Total current assets classified as held-for-sale | 76 | 76 | ||||
Capital assets, net | 286 | 286 | ||||
Operating lease right-of-use assets | 362 | 362 | ||||
Intangible assets, net | 801 | 801 | ||||
Goodwill | 0 | 0 | ||||
Total assets classified as held for sale | 1,525 | 1,525 | ||||
Current Liabilities, Classified as Held-for-sale [Abstract] | ||||||
Accounts payable and accrued liabilities | (50) | (50) | ||||
Taxes payable | 0 | 0 | ||||
Operating lease liability, current | (29) | (29) | ||||
Other current liabilities | 0 | 0 | ||||
Total current liabilities classified as held-for-sale | (79) | (79) | ||||
Debt, non-current | 0 | 0 | ||||
Operating lease liability, non-current | (342) | (342) | ||||
Deferred tax liabilities | 0 | 0 | ||||
Total liabilities classified as held-for-sale | (421) | (421) | ||||
Held for sale | MMRC | Subsequent Event | Forecast | ||||||
Current Liabilities, Classified as Held-for-sale [Abstract] | ||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 1,500 | |||||
Held for sale | Michigan | ||||||
Current Assets Classified as Held-for-sale [Abstract] | ||||||
Inventory | 0 | 0 | ||||
Notes receivable, current | 0 | 0 | ||||
Other current assets | 0 | 0 | ||||
Total current assets classified as held-for-sale | 0 | 0 | ||||
Capital assets, net | 7,469 | 7,469 | ||||
Operating lease right-of-use assets | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Total assets classified as held for sale | 7,469 | 7,469 | ||||
Current Liabilities, Classified as Held-for-sale [Abstract] | ||||||
Accounts payable and accrued liabilities | 0 | 0 | ||||
Taxes payable | 0 | 0 | ||||
Operating lease liability, current | 0 | 0 | ||||
Other current liabilities | 0 | 0 | ||||
Total current liabilities classified as held-for-sale | 0 | 0 | ||||
Debt, non-current | 0 | 0 | ||||
Operating lease liability, non-current | 0 | 0 | ||||
Deferred tax liabilities | 0 | 0 | ||||
Total liabilities classified as held-for-sale | 0 | 0 | ||||
Held for sale | Oregon | ||||||
Current Assets Classified as Held-for-sale [Abstract] | ||||||
Inventory | 1,657 | 1,657 | ||||
Notes receivable, current | 64 | 64 | ||||
Other current assets | 1 | 1 | ||||
Total current assets classified as held-for-sale | 1,722 | 1,722 | ||||
Capital assets, net | 2,951 | 2,951 | ||||
Operating lease right-of-use assets | 2,328 | 2,328 | ||||
Intangible assets, net | 0 | 0 | ||||
Goodwill | 2,192 | 2,192 | ||||
Total assets classified as held for sale | 9,193 | 9,193 | ||||
Current Liabilities, Classified as Held-for-sale [Abstract] | ||||||
Accounts payable and accrued liabilities | (308) | (308) | ||||
Taxes payable | (469) | (469) | ||||
Operating lease liability, current | (323) | (323) | ||||
Other current liabilities | 3 | 3 | ||||
Total current liabilities classified as held-for-sale | (1,097) | (1,097) | ||||
Debt, non-current | 0 | 0 | ||||
Operating lease liability, non-current | (2,130) | (2,130) | ||||
Deferred tax liabilities | 5 | 5 | ||||
Total liabilities classified as held-for-sale | $ (3,222) | $ (3,222) |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill Intangible Assets Table (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 92,798,000 | $ 0 | |
Impairment of Intangible Assets, Finite-lived | 8,324,000 | $ 0 | |
Finite-Lived Intangible Assets, Gross | 19,580,000 | $ 60,138,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (4,180,000) | (6,513,000) | |
Finite-Lived Intangible Assets, Net | 15,400,000 | 53,625,000 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 130,260,000 | 232,347,000 | |
Intangible assets, net | 145,660,000 | 285,972,000 | |
Management Service [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 19,580,000 | 52,438,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (4,180,000) | (5,750,000) | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 0 | 4,600,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | (649,000) | |
Technology-Based Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 0 | 3,100,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 0 | $ (114,000) |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 11, 2020 | Mar. 06, 2020 | Feb. 10, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 92,798,000 | $ 0 | |||||
Impairment of Intangible Assets, Finite-lived | 8,324,000 | 0 | |||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Goodwill, Impairment Loss | 65,304,000 | 0 | |||||
Intangible Purchase, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | $ (3,425,000) | $ 0 | (3,425,000) | 0 | |||
Settlement of pre-existing relationship | 8,869,000 | ||||||
Intangible Purchase, Notes receivable acquired | 4,527,000 | 4,527,000 | |||||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | 31,316 | 31,398 | |||||
Convertible Debt | 18,800,000 | 0 | 18,800,000 | 0 | $ 22,000 | $ 18,800,000 | $ 27,887 |
Tangible Asset Impairment Charges | 11,586,000 | ||||||
Other Asset Impairment Charges | 9,395,000 | ||||||
Amortization of Intangible Assets | $ 542,000 | $ 1,674,000 | $ 1,707,000 | $ 2,335,000 | |||
Minimum [Member] | |||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 6 years | ||||||
Maximum [Member] | |||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 9 years |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill Future Amortization Table (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 1,082 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 2,164 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 2,164 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 2,164 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 2,164 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill Goodwill Table (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||
Goodwill | $ 26,675 | $ 105,757 |
Goodwill, Period Increase (Decrease) | 0 | |
Goodwill, Purchase Accounting Adjustments | (76,890) | |
Less: Goodwill held for sale | $ (2,192) |
Investments Investment Holdings
Investments Investment Holdings Table (Details) - USD ($) | Jun. 30, 2020 | Mar. 11, 2020 | Dec. 31, 2019 |
Investment Holdings [Line Items] | |||
Equity Securities, FV-NI | $ 4,613,000 | $ 5,700 | $ 4,376,000 |
Equity Method Investments | 98,000 | 123,000 | |
Long-term investments | $ 4,711,000 | $ 4,499,000 |
Investments Investment Income T
Investments Investment Income Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net Investment Income [Line Items] | ||||
Income (loss) from investments, net | $ 4 | $ (499) | $ 238 | $ 2,228 |
Short-term Debt [Member] | ||||
Net Investment Income [Line Items] | ||||
Income (loss) from investments, net | 0 | 238 | 0 | 738 |
Equity securities, FV-NI [Member] | ||||
Net Investment Income [Line Items] | ||||
Income (loss) from investments, net | 23 | (737) | 263 | 466 |
Equity Method Investments [Member] | ||||
Net Investment Income [Line Items] | ||||
Income (loss) from investments, net | $ (19) | $ 0 | $ (25) | $ 1,024 |
Investments Investments Narrati
Investments Investments Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Investments [Abstract] | ||
Treasury bill interest rate range, minimum | 2.20% | |
Treasury bill interest rate range, maximum | 2.40% | |
Proceeds from purchase of short-term investments | $ 0 | $ 149,828 |
Proceeds from business divestiture | 997 | 0 |
Gain on sale of investment | $ 217 | $ 0 |
Notes Receivable Notes Receivab
Notes Receivable Notes Receivable Table (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Notes Receivable [Abstract] | ||
Financing Receivable, Not Past Due | $ 92,344 | $ 75,851 |
Interest Receivable | 4,052 | 5,774 |
Notes receivable, including accrued interest | 96,396 | 81,625 |
Notes receivable, current | 2,094 | 2,146 |
Notes receivable, non-current | $ 94,302 | $ 79,479 |
Notes Receivable Notes Narrativ
Notes Receivable Notes Narrative (Details) - USD ($) | Mar. 06, 2020 | Jul. 01, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 11, 2020 | Feb. 10, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Interest income from loans receivable | $ 1,830,000 | $ 1,001,000 | $ 3,477,000 | $ 1,731,000 | ||||||
Payments to Acquire Notes Receivable | 13,092,000 | 14,574,000 | ||||||||
Interest Receivable | 4,052,000 | 4,052,000 | $ 5,774,000 | |||||||
Loss on notes receivable | 0 | 0 | 8,161,000 | 0 | ||||||
Convertible Debt | $ 18,800,000 | 18,800,000 | 0 | 18,800,000 | 0 | $ 22,000 | $ 27,887 | |||
General and administrative | 12,386,000 | $ 17,904,000 | 25,418,000 | $ 28,062,000 | ||||||
Equity Securities, FV-NI | 4,613,000 | 4,613,000 | 5,700 | 4,376,000 | ||||||
Debt, current | $ 1,900 | 47,009,000 | 47,009,000 | $ 21,000 | $ 15,300,000 | |||||
Notes Receivable [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Interest Receivable | $ 161 | 161 | ||||||||
West Coast social equity entity [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Payments to Acquire Notes Receivable | $ 8,000 | 8,000 | ||||||||
Investment Interest Rate | 8.00% | |||||||||
Common Stock [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Stock Issued During Period, Shares, Other | 900 | 294,000 | 12,000 | |||||||
Securities Financing Transaction, Cost [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
General and administrative | $ 120 |
Notes Receivable Lines of Credi
Notes Receivable Lines of Credit Table (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 24, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 430000.00% | ||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 75,436 | ||
Long-term Line of Credit | 53,153 | $ 53,269 | |
Greenleaf [Member] | |||
Line of Credit Facility [Line Items] | |||
Guarantor Obligations, Maximum Exposure, Undiscounted | 29,286 | ||
Long-term Line of Credit | 28,336 | 22,569 | |
CWG [Member] | |||
Line of Credit Facility [Line Items] | |||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 12,000 | ||
Line of Credit Facility, Interest Rate at Period End | 8.00% | ||
Long-term Line of Credit | $ 9,767 | 9,152 | |
CCF [Member] | |||
Line of Credit Facility [Line Items] | |||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 12,500 | ||
Line of Credit Facility, Interest Rate at Period End | 18.00% | ||
Long-term Line of Credit | $ 0 | 7,152 | |
PATC [Member] | |||
Line of Credit Facility [Line Items] | |||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 4,650 | ||
Line of Credit Facility, Interest Rate at Period End | 15.00% | ||
Long-term Line of Credit | $ 4,650 | 4,650 | |
PCMV [Member] | |||
Line of Credit Facility [Line Items] | |||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 9,000 | ||
Line of Credit Facility, Interest Rate at Period End | 15.00% | ||
Long-term Line of Credit | $ 6,069 | 5,758 | |
Health Circle [Member] | |||
Line of Credit Facility [Line Items] | |||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 8,000 | ||
Line of Credit Facility, Interest Rate at Period End | 15.00% | ||
Long-term Line of Credit | $ 4,331 | $ 3,988 | |
Minimum [Member] | Greenleaf [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Interest Rate at Period End | 3.25% | ||
Maximum [Member] | Greenleaf [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Interest Rate at Period End | 5.00% |
Capital Assets, net (Details)
Capital Assets, net (Details) - USD ($) $ in Thousands | May 08, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation | $ 883 | $ 549 | $ 1,785 | $ 796 | ||
Land | 6,490 | 6,490 | $ 9,839 | |||
Buildings and Improvements, Gross | 34,366 | 34,366 | 34,522 | |||
Finance Lease, Right-of-Use Asset | 5,954 | 5,954 | 5,954 | |||
Construction in Progress, Gross | 14,737 | 14,737 | 17,288 | |||
Furniture and Fixtures, Gross | 19,041 | 19,041 | 21,019 | |||
Leasehold Improvements, Gross | 23,398 | 23,398 | 22,682 | |||
Property, Plant and Equipment, Gross | 103,986 | 103,986 | 111,304 | |||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (7,167) | (7,167) | (5,257) | |||
Capital assets, net | 96,819 | 96,819 | $ 106,047 | |||
Depreciation capitalized to inventory | $ (728) | $ (421) | (1,328) | (831) | ||
Sale Leaseback Transaction, Net Proceeds, Financing Activities | $ 46,000 | $ 0 | ||||
Proceeds from Sale of Other Assets | $ 1,081 | |||||
Gain (Loss) on Disposition of Other Assets | $ 280 |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020USD ($)lease | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)lease | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Leases [Abstract] | |||||
Lease, Cost [Table Text Block] | Balance Sheet Information Classification June 30, 2020 December 31, 2019 Right-of-use assets Operating Operating lease right-of-use assets $ 36,280 $ 51,950 Finance Capital assets, net 5,657 5,832 Total right-of-use assets $ 41,937 $ 57,782 Lease liabilities Current Operating Operating lease liability, current $ 2,283 $ 2,759 Financing Debt, current 73 49 Non-current Operating Operating lease liability, non-current 35,058 47,522 Financing Debt, non-current 5,925 6,083 Total lease liabilities $ 43,339 $ 56,413 Statement of Operations Information Classification Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Short-term lease expense General and administrative $ 354 $ 188 $ 671 $ 486 Operating lease expense General and administrative 2,430 1,012 4,450 1,968 Finance lease expense: Amortization of right of use asset Depreciation and amortization 89 17 (6 ) 19 Interest expense on lease liabilities Interest expense 216 25 431 38 Sublease income Other loss, net — (5 ) (16 ) (48 ) Net lease cost $ 2,735 $ 1,049 $ 4,859 $ 1,977 Statement of Cash Flows Information Classification Six Months Ended Six Months Ended Cash paid for operating leases Net cash used in operating activities $ 3,503 $ 1,430 Cash paid for finance leases - interest Net cash used in operating activities $ 403 $ 38 | ||||
Operating lease right-of-use assets | $ 36,280 | $ 36,280 | $ 51,950 | ||
Finance Lease, Right-of-Use Asset | 5,954 | 5,954 | 5,954 | ||
Finance Lease, Right-of-Use Asset | 5,657 | 5,657 | 5,832 | ||
Total right-of-use assets | 41,937 | 41,937 | 57,782 | ||
Operating lease liability, current | 2,283 | 2,283 | 2,759 | ||
Finance Lease, Liability, Current | 73 | 73 | 49 | ||
Operating lease liability, non-current | 35,058 | 35,058 | 47,522 | ||
Finance Lease, Liability, Noncurrent | 5,925 | 5,925 | 6,083 | ||
Total lease liabilities | 43,339 | 43,339 | $ 56,413 | ||
Short-term Lease, Cost | 354 | $ 188 | 671 | $ 486 | |
Operating Lease, Expense | 2,430 | 1,012 | 4,450 | 1,968 | |
Finance Lease, Right-of-Use Asset, Amortization | 89 | 17 | (6) | 19 | |
Finance Lease, Interest Expense | 216 | 25 | 431 | 38 | |
Sublease Income | 0 | 5 | 16 | 48 | |
Lease, Cost | $ 2,735 | $ 1,049 | 4,859 | 1,977 | |
Operating Lease, Payments | 3,503 | 1,430 | |||
Finance Lease, Interest Payment on Liability | $ 403 | $ 38 | |||
Number Of Leases Entered Into That Have Not Yet Commenced | lease | 0 | 0 |
Leases Lease Maturities Table (
Leases Lease Maturities Table (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | $ 9,218 | |
Finance Lease, Liability, Payments, Due Next Twelve Months | 863 | |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 6,186 | |
Finance Lease, Liability, Payments, Due Year Two | 883 | |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 6,043 | |
Finance Lease, Liability, Payments, Due Year Three | 904 | |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 6,207 | |
Finance Lease, Liability, Payments, Due Year Four | 925 | |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 6,374 | |
Finance Lease, Liability, Payments, Due Year Five | 923 | |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 29,472 | |
Finance Lease, Liability, Payments, Due after Year Five | 18,286 | |
Lessee, Operating Lease, Liability, Payments, Due | 63,500 | |
Finance Lease, Liability, Payment, Due | 22,784 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 24,935 | |
Finance Lease, Liability, Undiscounted Excess Amount | 16,786 | |
Operating Lease, Liability | 38,565 | |
Finance Lease, Liability | $ 5,998 | $ 6,132 |
Operating Lease, Weighted Average Remaining Lease Term | 10 years | |
Finance Lease, Weighted Average Remaining Lease Term | 23 years | |
Operating Lease, Weighted Average Discount Rate, Percent | 11.00% | |
Finance Lease, Weighted Average Discount Rate, Percent | 14.00% |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | ||
Retail Related Inventory | $ 1,369 | $ 1,784 |
Wholesale inventory | 16,039 | 11,993 |
Cultivation inventory | 2,364 | 3,021 |
Supplies and other inventory | 1,572 | 1,285 |
Inventory | $ 21,344 | $ 18,083 |
Debt Schedule of Debt Table (De
Debt Schedule of Debt Table (Details) - USD ($) | Jun. 30, 2020 | Mar. 11, 2020 | Mar. 06, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2016 |
Debt Instrument, Redemption [Line Items] | ||||||
Loans Payable | $ 481,000 | $ 492,000 | $ 550,000 | |||
Notes Payable | 2,679,000 | 2,810,000 | ||||
Related Party Debt | 0 | $ 21,000 | $ 5,000 | 15,000,000 | ||
Sale Leaseback Transaction, Amount Due under Financing Arrangement | 15,253,000 | 19,052,000 | ||||
Finance Lease, Liability | 5,998,000 | 6,132,000 | ||||
Collateralized Financings | 19,638,000 | 0 | ||||
Debt Instrument, Collateral Amount | 23,358,000 | 0 | ||||
Debt, Long-term and Short-term, Combined Amount | 90,868,000 | 43,486,000 | ||||
Debt, current | 47,009,000 | 21,000 | $ 1,900 | 15,300,000 | ||
Debt, non-current | $ 43,859,000 | $ 100,000 | $ 28,186,000 |
Debt Interest Income and Intere
Debt Interest Income and Interest Expense Disclosure (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Financing Interest Expense | $ 707 | $ 0 | $ 1,298 | $ 0 |
Finance Lease, Interest Expense | 216 | 25 | 431 | 38 |
Interest Expense, Borrowings | 387 | 0 | 476 | 0 |
Interest Expense, Long-term Debt | 1,103 | 0 | 1,357 | 0 |
Interest Expense, Other Long-term Debt | 753 | 0 | 753 | 0 |
Interest Expense, Other Short-term Borrowings | 491 | 0 | 491 | 0 |
Interest expense | 3,733 | 131 | 4,959 | 249 |
NCCRE Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Expense, Debt | 4 | 5 | 9 | 10 |
Seller's notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Expense, Debt | $ 72 | $ 101 | $ 144 | $ 201 |
Debt Debt Narrative (Details)
Debt Debt Narrative (Details) - USD ($) | Jun. 24, 2020 | Jun. 16, 2020 | May 29, 2020 | Mar. 13, 2020 | Mar. 11, 2020 | Mar. 02, 2020 | Feb. 20, 2020 | Feb. 10, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 06, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||||||||||
Amortization of Debt Discount (Premium) | $ 402,000 | $ 402,000 | |||||||||||||
Collateralized Financings | 19,638,000 | 19,638,000 | $ 0 | ||||||||||||
Convertible Debt | $ 22,000 | $ 27,887 | $ 18,800,000 | 18,800,000 | $ 0 | $ 18,800,000 | |||||||||
SVS secured for loan | 12,000 | ||||||||||||||
Strike price per broker warrant | $ 5.80 | $ 4.93 | |||||||||||||
Loans Payable | $ 481,000 | 481,000 | 492,000 | $ 550,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 60.00% | ||||||||||||||
Restricted cash | 22,000 | 22,095,000 | 22,095,000 | 95,000 | |||||||||||
Proceeds from Related Party Debt | 21,000 | 0 | 0 | $ 5,000 | 15,000,000 | ||||||||||
Debt Instrument, Collateral Amount | 23,358,000 | 23,358,000 | 0 | ||||||||||||
Debt, current | 21,000 | 47,009,000 | 47,009,000 | $ 1,900 | 15,300,000 | ||||||||||
Debt, non-current | $ 100,000 | 43,859,000 | $ 43,859,000 | 28,186,000 | |||||||||||
RTO expense settled in shares | 27 | 1 | 1 | ||||||||||||
Debt Securities, Current | 682 | $ 682 | |||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 523,000 | 523,000 | $ 0 | ||||||||||||
Convertible Notes Payable | 9,288,000 | 9,288,000 | 0 | ||||||||||||
Bridge Loan | $ 14,173,000 | $ 14,173,000 | $ 0 | ||||||||||||
Proceeds from Issuance of Debt | $ 15,000 | ||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | 943 | ||||||||||||||
Loss on Contract Termination for Default | $ 6,000 | ||||||||||||||
NCCRE Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.55% | 3.70% | |||||||||||||
Seller's notes [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | 3.50% | |||||||||||||
Seller's notes [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||||
Convertible Debt [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible Debt | $ 22,000 | ||||||||||||||
SVS secured for loan | 12,000 | ||||||||||||||
Proceeds from Related Party Debt | $ 21,000 | ||||||||||||||
RTO expense settled in shares | 27 | ||||||||||||||
Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible Debt | $ 11,000,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | ||||||||||||||
Debt Instrument, Conversion, Beneficial Conversion Feature, Percent Of Principal Amount | 5.00% | ||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature, Intrinsic Value | $ 3.28 | ||||||||||||||
Debt Instrument, Redemption Price, Percentage | 95.00% | ||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature, Fair Value | $ 9,026,000 | $ 9,026,000 | |||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature, Excess Of The Fair Value That The Holder Would Receive At Conversion Over Proceeds | $ 10,852,000 | ||||||||||||||
Debt Instrument, Convertible, Borrowing Proceeds Trigger | $ 40,000 | ||||||||||||||
Proceeds from Issuance of Debt | $ 10,000,000 | ||||||||||||||
Convertible Note Ownership Percent | 4.99% | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.68 | ||||||||||||||
Restricted Stock Units (RSUs) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.41 | $ 2.15 | $ 4.50 | $ 5.11 | $ 3.60 | ||||||||||
Restricted Stock Units (RSUs) | Convertible Debt [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.50 | ||||||||||||||
Amount Convertible before Sept. 30, 2020 | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Convertible Debt, Amount That May Be Converted | $ 550,000 |
Shareholders' Equity and Non-_3
Shareholders' Equity and Non-Controlling Interests Narrative (Details) - $ / shares | Mar. 11, 2020 | Feb. 10, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 24, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 430000.00% | |||||||
Class of Warrant or Right, Outstanding | 6,085,000 | 8,121,000 | 2,263,000 | 8,121,000 | 2,040,000 | 2,259,000 | ||
RTO-related issuances, net, shares | 27 | 1 | 1 | |||||
Class Of Warrant Or Right, Weighted-Average Grant Date Fair Value | $ 6.74 | |||||||
Class Of Warrant Or Right, Warrants Issued | 4,000 | |||||||
Common Class C [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Redemption of membership units at RTO, shares | 0 | 0 |
Shareholders' Equity and Non-_4
Shareholders' Equity and Non-Controlling Interests Schedule of Stock by Class (Details) - shares shares in Thousands | 3 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||||
Common Stock, Shares, Outstanding | 98,566 | 90,646 | ||
Treasury Stock, Common, Shares | (842) | (842) | ||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares, Outstanding | 76,980 | 60,906 | 68,177 | 21,943 |
Redemption of membership units at RTO, shares | 7,535 | 5,765 | ||
Partners' Capital Account, Units, Sold in Private Placement | 385 | 1,031 | ||
Stockholders' Equity, Other Shares | 883 | 32,167 | ||
Treasury Stock, Common [Member] | ||||
Class of Stock [Line Items] | ||||
Treasury Stock, Common, Shares | (842) | (842) | (842) | (842) |
Redemption of membership units at RTO, shares | 0 | 0 | ||
Partners' Capital Account, Units, Sold in Private Placement | 0 | 0 | ||
Stockholders' Equity, Other Shares | 0 | 0 | ||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares, Outstanding | 22,260 | 25,728 | 23,143 | 57,895 |
Redemption of membership units at RTO, shares | 0 | 0 | ||
Partners' Capital Account, Units, Sold in Private Placement | 0 | 0 | ||
Stockholders' Equity, Other Shares | (883) | (32,167) | ||
Common Class C [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares, Outstanding | 168 | 168 | 168 | 168 |
Redemption of membership units at RTO, shares | 0 | 0 | ||
Partners' Capital Account, Units, Sold in Private Placement | 0 | 0 | ||
Stockholders' Equity, Other Shares | 0 | 0 | ||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares, Outstanding | 98,566 | 85,960 | 90,646 | 79,164 |
Redemption of membership units at RTO, shares | 7,535 | 5,765 | ||
Partners' Capital Account, Units, Sold in Private Placement | 385 | 1,031 | ||
Stockholders' Equity, Other Shares | 0 | 0 |
Shareholders' Equity and Non-_5
Shareholders' Equity and Non-Controlling Interests Shares table narrative (Details) shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($)shares | |
Shares table narrative [Abstract] | |
SVS issued for consulting, shares | shares | 208 |
SVS issued for consulting, value | $ | $ 3,424 |
Shareholders' Equity and Non-_6
Shareholders' Equity and Non-Controlling Interests Class of Warrant or Right (Details) - shares | 3 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Feb. 10, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Outstanding | 8,121,000 | 2,263,000 | 6,085,000 | 2,040,000 | 2,259,000 |
Warrants and Rights, expired | (4,000) | 0 |
Shareholders' Equity and Non-_7
Shareholders' Equity and Non-Controlling Interests Warrants narrative (Details) - USD ($) | Mar. 11, 2020 | Mar. 02, 2020 | Feb. 10, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Mar. 06, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Shares table narrative [Abstract] | |||||||||
Total consideration | $ 128,965,000 | ||||||||
Convertible Debt | $ 22,000 | $ 27,887 | $ 18,800,000 | $ 0 | $ 18,800,000 | $ 18,800,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 30 days | ||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 10 years | ||||||||
Option Indexed to Issuer's Equity, Strike Price | $ 25 | ||||||||
Warrant contractual weighted average life remaining (in years) | 4 years | ||||||||
Class Of Warrant Or Right, Warrants Issued | 4,000 | ||||||||
Class Of Warrant Or Right, Weighted-Average Grant Date Fair Value | $ 6.74 | ||||||||
Class Of Warrant Or Right, Expense Recognized | $ 27,000 | ||||||||
Class of Warrant or Right, Outstanding | 6,085,000 | 8,121,000 | 2,263,000 | 8,121,000 | 2,040,000 | 2,259,000 | |||
Strike price per broker warrant | $ 5.80 | $ 4.93 | |||||||
RTO expense settled in shares | 27 | 1 | 1 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 25 | $ 25 | |||||||
Warrants and Rights Outstanding, Term | 2 years | 2 years |
Shareholders' Equity and Non-_8
Shareholders' Equity and Non-Controlling Interests Noncontrolling Interest, Balance Sheet Allocation (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Subsidiary-specific information [Line Items] | ||
Assets, Current | $ 139,363 | $ 55,335 |
Assets, Noncurrent | 407,848 | 636,342 |
Liabilities, Current | 121,265 | 57,153 |
Liabilities, Noncurrent | 114,391 | 139,730 |
Non-controlling interests | 36,947 | 88,787 |
HSCP LLC [Member] | ||
Subsidiary-specific information [Line Items] | ||
Assets, Current | 134,934 | 55,296 |
Assets, Noncurrent | 405,609 | 584,812 |
Liabilities, Current | 108,412 | 46,434 |
Liabilities, Noncurrent | 73,471 | 75,219 |
Other Noncontrolling Interests | (539) | (1,041) |
Accumulated equity-settled expenses | (168,498) | (111,934) |
Net Assets | $ 189,623 | $ 405,480 |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 19.20% | 21.64% |
HSCP and USCo2 noncontrolling interests | $ 36,408 | $ 87,746 |
Other Noncontrolling Interests | $ 539 | $ 1,041 |
Shareholders' Equity and Non-_9
Shareholders' Equity and Non-Controlling Interests Noncontrolling Interest, P&L Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Subsidiary-specific information [Line Items] | ||||||
Net loss | $ (44,370) | $ (222,229) | $ (49,265) | $ (30,804) | $ (266,599) | $ (80,069) |
Less: net loss attributable to non-controlling interests | (7,178) | (11,724) | (57,453) | (19,151) | ||
HSCP LLC [Member] | ||||||
Subsidiary-specific information [Line Items] | ||||||
Net loss | $ (41,867) | $ (48,059) | $ (277,070) | $ (77,017) | ||
Weighted average ownership percentage of convertible noncontrolling interests | 17.18% | 24.40% | 20.55% | 24.86% | ||
HSCP net loss allocated to convertible NCI | $ (7,193) | $ (11,724) | $ (56,938) | $ (19,146) | ||
HSCP net loss allocated to non-convertible NCI | $ 15 | $ 0 | $ (515) | $ (5) |
Shareholders' Equity and Non_10
Shareholders' Equity and Non-Controlling Interests NCI Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 26, 2020 | |
Class of Stock [Line Items] | |||||||
USCo2 Ownership of HSCP | 0.57% | 0.57% | |||||
USCo2 Voting Shares held by Pubco | 70.00% | 70.00% | |||||
USCo2 non-voting shares | 30.00% | 30.00% | |||||
HSCP ownership by LLC members | 18.63% | 18.63% | |||||
HSCP owned by Pubco | 80.80% | 80.80% | |||||
NCI adjustments for changes in ownership, value | $ 0 | $ 0 | $ 0 | $ 0 | $ 5,587,000 | $ 12,180,000 | |
NCI-related cash settlements | $ 4,278 | ||||||
Noncontrolling Interest | |||||||
Class of Stock [Line Items] | |||||||
NCI adjustments for changes in ownership, value | $ (977,000) | $ 6,564,000 | $ 15,820,000 | $ (3,640,000) | |||
Compassionate Care Foundation, Inc. [Member] | |||||||
Class of Stock [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | 100.00% |
Shareholders' Equity and Non_11
Shareholders' Equity and Non-Controlling Interests Schedule of Conversions by Stock (Details) - shares shares in Thousands | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shareholders' Equity and Non-Controlling Interests [Abstract] | ||||
Convertible NCI units outstanding | 24,340 | 26,952 | 25,035 | 27,340 |
Issuance of NCI units | 0 | 198 | ||
Canceled NCI units | (1,310) | (126) | ||
Profits interests vested to NCI units | 1,000 | 625 | ||
NCI units settled in cash | 0 | (58) | ||
NCI units converted to Pubco shares | (385) | (1,027) |
Equity-Based Compensation Expen
Equity-Based Compensation Expense by Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 20,187 | $ 20,693 | $ 54,924 | $ 39,670 |
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 15.00% | |||
ACRG Omnibus Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 11,302 | 15,674 | 25,781 | 34,555 |
Plan - CGC Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 7,181 | 314 | 11,992 | 314 |
Other equity awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 1,704 | $ 4,705 | $ 17,151 | $ 4,801 |
Equity-Based Compensation RSU (
Equity-Based Compensation RSU (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 24, 2020 | Mar. 13, 2020 | Mar. 11, 2020 | Feb. 20, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Payment Arrangement, Expense | $ 2,131 | $ 17,019 | |||||||
Share-Based Compensation By Share-Based Payment Award, Equity Instruments Other Than Options, Vested And Unreleased, Number | 1,368,000 | 1,368,000 | |||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Vested And Unreleased, Weighted-Average Grant Date Fair Value | $ 15.73 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 9,349,000 | 9,349,000 | |||||||
Equity-based compensation expense | $ 20,187 | $ 20,693 | $ 54,924 | $ 39,670 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | $ 10.58 | ||||||||
Payment, Tax Withholding, Share-based Payment Arrangement | $ 0 | $ 7,909 | |||||||
RSUs delivered in current period that vested in prior period | 3,000 | ||||||||
RSUs vested with delivery deferred | 1,368,000 | ||||||||
RSUs granted to executives resulting from CGC transaction | 4,909,000 | ||||||||
Vesting schedule for RSUs granted to executives resulting from CGC transaction | 25% in June 2020, 25% in June 2021 and 50% three months following the Acquisition (as defined in Note 13) | ||||||||
RSUs granted to executives resulting from CGC transaction, expense | $ 5,587 | 8,349 | |||||||
RSUs granted to employees resulting from CGC transaction | 1,778,000 | ||||||||
RSUs granted to employees resulting from CGC transaction, expense | $ 1,594 | $ 3,643 | |||||||
Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 7,981,000 | 7,981,000 | 7,843,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 9.70 | $ 9.70 | $ 15.10 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 630 | 1,505 | 4,926,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.41 | $ 2.15 | $ 4.50 | $ 5.11 | $ 3.60 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (2,052,000) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 13.15 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (2,736,000) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 11.60 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 2 years | ||||||||
Equity-based compensation expense | $ 12,684 | $ 26,098 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 3,748 | 7,251 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | 20,112 | 20,112 | |||||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 62,919 | $ 62,919 | |||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years |
Equity-Based Compensation Optio
Equity-Based Compensation Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 33,070 | $ 33,070 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,929 | 4,929 | 5,607 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 21.70 | $ 21.70 | $ 21.56 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 191 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.75 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | (869) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 17.29 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 2,125 | 2,125 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 24.50 | $ 24.50 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years | ||||
Equity-based compensation expense | $ 20,187 | $ 20,693 | $ 54,924 | $ 39,670 | |
Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | $ 5,799 | $ 11,675 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year |
Equity-Based Compensation Profi
Equity-Based Compensation Profits Interests (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | $ 20,187 | $ 20,693 | $ 54,924 | $ 39,670 | |
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | $ 0 | $ 70 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 0 | 1,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | $ 0.43 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (1,000) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 0.43 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 0 | $ 1,239 |
Equity-Based Compensation Restr
Equity-Based Compensation Restricted Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 24, 2020 | Mar. 13, 2020 | Mar. 11, 2020 | Feb. 20, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Apr. 16, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity-based compensation expense | $ 20,187 | $ 20,693 | $ 54,924 | $ 39,670 | ||||||
Share-based Payment Arrangement, Expense | $ 2,131 | 17,019 | ||||||||
Restricted Stock Units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 630 | 1,505 | 4,926,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.41 | $ 2.15 | $ 4.50 | $ 5.11 | $ 3.60 | |||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 62,919 | 62,919 | ||||||||
Equity-based compensation expense | $ 12,684 | $ 26,098 | ||||||||
Vested (in shares) | 2,736,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 7,981,000 | 7,981,000 | 7,843,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 9.70 | $ 9.70 | $ 15.10 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 2 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 2 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 20,112 | $ 20,112 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years | |||||||||
Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 150 | 24,946 | 150 | $ 24,946 | ||||||
Equity-based compensation expense | $ 1,704 | $ 17,081 | ||||||||
Vested (in shares) | 161 | 1,289 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,369 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 20.45 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 24 months | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year | 2 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 184 | $ 22,465 | $ 184 | $ 22,465 | ||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year | 2 years | ||||||||
Share-based Payment Arrangement, Tranche One [Member] | Restricted Stock Units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 148 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | ||
Jun. 30, 2020USD ($)$ / sharesshares | Jun. 24, 2020USD ($)$ / sharesshares | Dec. 31, 2018$ / shares | |
Business Acquisition [Line Items] | |||
Option premium, Per share | $ / shares | $ 2.63 | ||
Option premium, Value | $ 300,000,000 | ||
Share conversion, Per unit | shares | 0.5818 | ||
Shares authorized, Canopy Growth Transaction | shares | 58,000,000 | ||
Shares authorized, Canopy Growth Transaction, Remaining available | shares | 38,000,000 | ||
Indemnification Obligation, Surety bonds | $ 5,000,000 | ||
Consulting fees contingent on services performed, Equity value | $ 8,750,000 | ||
Consulting fees contingent on services performed, Shares | shares | 400,000 | ||
Plan of Reorganization, Amount of Prepetition Obligations to be Settled in Cash | $ 37,500 | ||
Percent of Class E Share - Canopy Reorganization | 0.700 | ||
Percent of Class D Share - Canopy Reorganization | 0.300 | ||
Class E Share - Canopy Reorganization | shares | 28 | ||
Class D Share - Canopy Reorganization | shares | 12 | ||
Pending acquisition, percent of voting interests to be acquired | 430000.00% | ||
Fixed Shares Percent - Canopy Reorganization | $ / shares | $ 0.3048 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 50,000 | ||
Deep Roots - Pending [Member] | |||
Business Acquisition [Line Items] | |||
HSCP common units to be issued | shares | 4,762,000 | ||
Common units, Value, To be issued | $ 12,000,000 | ||
Share Price | $ / shares | $ 2.52 | ||
Cash payable upon closing | 20,000,000 | ||
GCCC - Pending [Member] | |||
Business Acquisition [Line Items] | |||
Cash payable upon closing | $ 10,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 24, 2020 | Mar. 13, 2020 | Mar. 11, 2020 | Feb. 20, 2020 | Feb. 10, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Mar. 06, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Related Party Transaction [Line Items] | |||||||||||
Related Party Debt | $ 21,000 | $ 0 | $ 0 | $ 5,000 | $ 15,000,000 | ||||||
Convertible Debt | $ 22,000 | $ 27,887 | $ 18,800,000 | $ 18,800,000 | $ 18,800,000 | $ 0 | |||||
RTO expense settled in shares | 27 | 1 | 1 | ||||||||
SVS secured for loan | 12,000 | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.41 | $ 2.15 | $ 4.50 | $ 5.11 | $ 3.60 | ||||||
Convertible Debt [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related Party Debt | $ 21,000 | ||||||||||
Convertible Debt | $ 22,000 | ||||||||||
Debt Instrument, Term | 366 days | ||||||||||
RTO expense settled in shares | 27 | ||||||||||
SVS secured for loan | 12,000 | ||||||||||
Convertible Debt [Member] | Restricted Stock Units (RSUs) | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.50 |
Income Taxes Income Tax Provisi
Income Taxes Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Taxes [Abstract] | ||||
Income Tax Expense (Benefit) | $ 3,113 | $ 1,576 | $ (25,459) | $ 3,798 |
Income Taxes Rate Reconciliatio
Income Taxes Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Rate Reconciliation [Abstract] | ||||
Income Tax Expense (Benefit) | $ 3,113 | $ 1,576 | $ (25,459) | $ 3,798 |
Reportable Segments (Details)
Reportable Segments (Details) | 3 Months Ended |
Jun. 30, 2020 | |
Reportable Segments [Abstract] | |
Number of Reportable Segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Aug. 11, 2020USD ($) |
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | MMRC | Subsequent Event | |
Subsequent Event [Line Items] | |
Disposal Group, Including Discontinued Operation, Consideration | $ 1,500 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $ (37,192) | $ (37,541) | $ (209,146) | $ (60,918) |
Weighted average shares outstanding - basic and diluted | 98,444,000 | 85,640,000 | 95,688,000 | 82,557,000 |
Dilutive Securities, Effect on Basic Earnings Per Share, Dilutive Convertible Securities | $ 0 | $ 0 | $ 0 | $ 0 |
Net loss per share attributable to Acreage Holdings, Inc. - basic and diluted: | $ (0.38) | $ (0.44) | $ (2.19) | $ (0.74) |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 46,739,000 | 41,953,000 | ||
Profits interests vested to NCI units | 1,000,000 | 625,000 | ||
Noncontrolling Interest | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 24,340,000 | 26,952 | ||
LLC Profits Interests | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Profits interests vested to NCI units | 1,200 | |||
Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,121,000 | 2,263 | ||
Equity Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,929,000 | 4,991 | ||
Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,349,000 | 6,547 |