Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 02, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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 Ave, 14th 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 D Subordinate Voting Shares, no par value; Class E Subordinate Voting Shares, no par value. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Entity Central Index Key | 0001762359 | |
Class E Subordinate Voting Shares | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 78,449,326 | |
Class D Subordinate Voting Shares | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 33,893,549 | |
Class F Multiple Voting Shares | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 117,600 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 29,235 | $ 43,180 |
Restricted cash | 95 | 1,098 |
Accounts receivable, net | 8,991 | 8,202 |
Inventory | 52,553 | 41,804 |
Notes receivable, current | 4,508 | 7,104 |
Short-term investments | 3,403 | 0 |
Assets held-for-sale | 3,905 | 8,952 |
Other current assets | 3,417 | 2,639 |
Total current assets | 106,107 | 112,979 |
Long-term investments | 34,672 | 35,226 |
Notes receivable, non-current | 26,242 | 27,563 |
Capital assets, net | 138,697 | 126,797 |
Operating lease right-of-use assets | 21,258 | 24,598 |
Intangible assets, net | 119,303 | 119,695 |
Goodwill | 43,534 | 43,310 |
Other non-current assets | 3,379 | 1,383 |
Total non-current assets | 387,085 | 378,572 |
TOTAL ASSETS | 493,192 | 491,551 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Accounts payable and accrued liabilities | 23,908 | 23,861 |
Taxes payable | 21,326 | 24,572 |
Interest payable | 3,454 | 1,432 |
Operating lease liability, current | 2,244 | 2,145 |
Debt, current | 7,363 | 1,583 |
Non-refundable deposits on sale | 250 | 1,000 |
Liabilities related to assets held for sale | 1,324 | 1,867 |
Other current liabilities | 10,844 | 10,333 |
Total current liabilities | 70,713 | 66,793 |
Debt, non-current | 194,177 | 169,151 |
Operating lease liability, non-current | 20,801 | 24,255 |
Deferred tax liability | 26,215 | 27,082 |
Other liabilities | 1,250 | 0 |
Total non-current liabilities | 242,443 | 220,488 |
TOTAL LIABILITIES | 313,156 | 287,281 |
Commitments and contingencies | ||
Common stock, no par value - unlimited authorized, 109,189 and 106,903 issued and outstanding, respectively | 0 | 0 |
Additional paid-in capital | 757,831 | 756,536 |
Treasury stock, 842 common stock held in treasury | (21,054) | (21,054) |
Accumulated deficit | (560,838) | (538,215) |
Total Acreage Shareholders' equity | 175,939 | 197,267 |
Non-controlling interests | 4,097 | 7,003 |
TOTAL EQUITY | 180,036 | 204,270 |
TOTAL LIABILITIES AND EQUITY | $ 493,192 | $ 491,551 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) - shares shares in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, issued (in shares) | 109,189 | 106,903 |
Common stock, shares, outstanding (in shares) | 109,189 | 106,903 |
Treasury stock (in shares) | 842 | 842 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |||
REVENUE | ||||||
Total revenues, net | $ 61,351 | $ 44,217 | $ 118,230 | $ 82,610 | ||
Total cost of goods sold | (30,737) | (20,342) | (58,106) | (38,113) | ||
Gross profit | 30,614 | 23,875 | 60,124 | 44,497 | ||
OPERATING EXPENSES | ||||||
General and administrative | 8,922 | 5,384 | 17,309 | 14,602 | ||
Compensation expense | 12,579 | 11,175 | 26,774 | 21,537 | ||
Equity-based compensation expense | 1,655 | 6,981 | 5,814 | 13,023 | ||
Marketing | 964 | 397 | 1,661 | 409 | ||
Loss on impairment | 329 | 0 | 2,467 | 818 | ||
Loss on notes receivable | 0 | 1,726 | 0 | 1,726 | ||
Write down (recovery) of assets held-for-sale | 0 | 0 | 874 | (8,616) | ||
Legal settlements (recoveries) | (310) | 312 | (335) | 322 | ||
Depreciation and amortization | 3,165 | 4,657 | 4,972 | 5,626 | ||
Total operating expenses | 27,304 | 30,632 | 59,536 | 49,447 | ||
Net operating income (loss) | 3,310 | (6,757) | 588 | (4,950) | ||
Income (loss) from investments, net | (996) | (1,122) | 137 | (1,266) | ||
Interest income from loans receivable | 365 | 1,593 | 782 | 3,058 | ||
Interest expense | (5,520) | (5,595) | (10,301) | (10,452) | ||
Other income, net | 286 | 9,311 | 276 | 7,745 | ||
Total other income (loss) | (5,865) | 4,187 | (9,106) | (915) | ||
Loss before income taxes | (2,555) | (2,570) | (8,518) | (5,865) | ||
Income tax expense | (8,048) | (736) | (15,996) | (6,082) | ||
Net loss | (10,603) | (3,306) | (24,514) | (11,947) | ||
Less: net loss attributable to non-controlling interests | (674) | (753) | (1,891) | (1,586) | ||
Net loss attributable to Acreage Holdings, Inc. | $ (9,929) | $ (2,553) | $ (22,623) | $ (10,361) | ||
Net loss per share attributable to Acreage Holdings, Inc. Basic (USD per share) | $ (0.09) | $ (0.02) | [1] | $ (0.21) | $ (0.10) | [1] |
Net loss per share attributable to Acreage Holdings, Inc, Diluted (USD per share) | $ (0.09) | $ (0.02) | [1] | $ (0.21) | $ (0.10) | [1] |
Weighted average shares outstanding basic (in share) | 108,230 | 104,853 | [1] | 107,569 | 103,605 | [1] |
Weighted average shares outstanding diluted (in share) | 108,230 | 104,853 | [1] | 107,569 | 103,605 | [1] |
Retail | ||||||
REVENUE | ||||||
Total revenues, net | $ 46,685 | $ 28,396 | $ 88,112 | $ 54,243 | ||
Total cost of goods sold | (23,466) | (14,051) | (44,234) | (27,133) | ||
Wholesale | ||||||
REVENUE | ||||||
Total revenues, net | 14,360 | 15,541 | 29,532 | 25,557 | ||
Total cost of goods sold | (7,271) | (6,291) | (13,872) | (10,980) | ||
Other | ||||||
REVENUE | ||||||
Total revenues, net | $ 306 | $ 280 | $ 586 | $ 2,810 | ||
[1]Presentation of June 30, 2021 figures have been revised. |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Share Capital | Treasury Stock | Accumulated Deficit | Shareholders’ Equity | Non-controlling Interests | LLC Membership Units | Pubco Shares (as converted) |
Beginning balance (in shares) at Dec. 31, 2020 | 3,861 | 101,250 | ||||||
Beginning balance at Dec. 31, 2020 | $ 259,709 | $ 737,290 | $ (21,054) | $ (475,205) | $ 241,031 | $ 18,678 | ||
Increase (Decrease) in Stockholders' Equity | ||||||||
Purchase of non-controlling interest in subsidiary | (286) | (272) | (272) | (14) | ||||
NCI adjustments for changes in ownership (in shares) | 400 | |||||||
NCI adjustments for changes in ownership | 0 | 601 | 601 | (601) | ||||
Capital distributions, net | (30) | (30) | ||||||
Other equity transactions (in shares) | 97 | |||||||
Other equity transactions | 300 | 300 | 300 | |||||
Equity-based compensation expense and related issuances (in shares) | 1,693 | |||||||
Equity-based compensation expense and related issuances | 6,042 | 6,042 | 6,042 | |||||
Net loss | (8,642) | (7,809) | (7,809) | (833) | ||||
Ending balance (in shares) at Mar. 31, 2021 | 3,861 | 103,440 | ||||||
Ending balance at Mar. 31, 2021 | 257,093 | 743,961 | (21,054) | (483,014) | 239,893 | 17,200 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 3,861 | 101,250 | ||||||
Beginning balance at Dec. 31, 2020 | 259,709 | 737,290 | (21,054) | (475,205) | 241,031 | 18,678 | ||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | (11,947) | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 3,861 | 105,702 | ||||||
Ending balance at Jun. 30, 2021 | 258,338 | 749,596 | (21,054) | (485,567) | 242,975 | 15,363 | ||
Beginning balance (in shares) at Mar. 31, 2021 | 3,861 | 103,440 | ||||||
Beginning balance at Mar. 31, 2021 | 257,093 | 743,961 | (21,054) | (483,014) | 239,893 | 17,200 | ||
Increase (Decrease) in Stockholders' Equity | ||||||||
NCI adjustments for changes in ownership (in shares) | 666 | |||||||
NCI adjustments for changes in ownership | 0 | (1,463) | (1,463) | 1,463 | ||||
Capital distributions, net | (2,547) | (2,547) | ||||||
Other equity transactions (in shares) | 1 | |||||||
Other equity transactions | 117 | 117 | 117 | |||||
Equity-based compensation expense and related issuances (in shares) | 1,595 | |||||||
Equity-based compensation expense and related issuances | 6,981 | 6,981 | 6,981 | |||||
Net loss | (3,306) | (2,553) | (2,553) | (753) | ||||
Ending balance (in shares) at Jun. 30, 2021 | 3,861 | 105,702 | ||||||
Ending balance at Jun. 30, 2021 | 258,338 | 749,596 | (21,054) | (485,567) | 242,975 | 15,363 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 3,861 | 106,903 | ||||||
Beginning balance at Dec. 31, 2021 | 204,270 | 756,536 | (21,054) | (538,215) | 197,267 | 7,003 | ||
Increase (Decrease) in Stockholders' Equity | ||||||||
NCI adjustments for changes in ownership (in shares) | 0 | |||||||
NCI adjustments for changes in ownership | 0 | 5 | 5 | (5) | ||||
Equity-based compensation expense and related issuances (in shares) | 508 | |||||||
Equity-based compensation expense and related issuances | 4,159 | 4,159 | 4,159 | |||||
Net loss | (13,911) | (12,694) | (12,694) | (1,217) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 3,861 | 107,411 | ||||||
Ending balance at Mar. 31, 2022 | 194,518 | 760,700 | (21,054) | (550,909) | 188,737 | 5,781 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 3,861 | 106,903 | ||||||
Beginning balance at Dec. 31, 2021 | 204,270 | 756,536 | (21,054) | (538,215) | 197,267 | 7,003 | ||
Increase (Decrease) in Stockholders' Equity | ||||||||
NCI adjustments for changes in ownership | 862 | |||||||
Net loss | (24,514) | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 3,861 | 109,189 | ||||||
Ending balance at Jun. 30, 2022 | 180,036 | 757,831 | (21,054) | (560,838) | 175,939 | 4,097 | ||
Beginning balance (in shares) at Mar. 31, 2022 | 3,861 | 107,411 | ||||||
Beginning balance at Mar. 31, 2022 | 194,518 | 760,700 | (21,054) | (550,909) | 188,737 | 5,781 | ||
Increase (Decrease) in Stockholders' Equity | ||||||||
NCI adjustments for changes in ownership | 0 | (4,524) | (4,524) | 4,524 | ||||
Capital distributions, net | (5,534) | (5,534) | ||||||
Equity-based compensation expense and related issuances (in shares) | 1,778 | |||||||
Equity-based compensation expense and related issuances | 1,655 | 1,655 | 1,655 | |||||
Net loss | (10,603) | (9,929) | (9,929) | (674) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 3,861 | 109,189 | ||||||
Ending balance at Jun. 30, 2022 | $ 180,036 | $ 757,831 | $ (21,054) | $ (560,838) | $ 175,939 | $ 4,097 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ (10,603) | $ (13,911) | $ (3,306) | $ (8,642) | $ (24,514) | $ (11,947) | ||
Adjustments for: | ||||||||
Depreciation and amortization | 3,165 | 4,657 | 4,972 | 5,626 | ||||
Depreciation and amortization included in COGS | 2,877 | 1,168 | ||||||
Equity-based compensation expense | 5,814 | 13,438 | ||||||
Gain on business divestiture | (290) | (11,681) | ||||||
Loss on disposal of capital assets | 49 | 1,644 | ||||||
Loss on impairment | 329 | 0 | 2,467 | 818 | ||||
Loss on notes receivable | 0 | 1,726 | 0 | 1,726 | ||||
Bad debt expense | 14 | 411 | ||||||
Non-cash interest expense | 1,470 | 2,507 | ||||||
Non-cash operating lease expense | (55) | (481) | ||||||
Loss on lease termination | 338 | 0 | ||||||
Deferred tax (income) expense | (791) | (7,209) | ||||||
Non-cash loss from investments, net | 552 | 1,266 | ||||||
Other non-cash (income) expense, net | 0 | (2,500) | ||||||
Write-down (recovery) of assets held-for-sale | 874 | (8,616) | ||||||
Change, net of acquisitions in: | ||||||||
Accounts receivable, net | (2,304) | (5,098) | [1] | |||||
Inventory | (10,460) | (5,109) | ||||||
Other assets | (197) | 2,365 | [1] | |||||
Interest receivable | (782) | (187) | [1] | |||||
Accounts payable and accrued liabilities | (2,331) | (1,361) | ||||||
Taxes payable | (3,246) | 6,734 | ||||||
Interest payable | 2,022 | 286 | ||||||
Other liabilities | 55 | (4,838) | ||||||
Net cash used in operating activities | (23,466) | (21,038) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchases of capital assets | (11,876) | (15,829) | ||||||
Investments in notes receivable | 0 | (3,567) | ||||||
Collection of notes receivable | 5,999 | 12,392 | ||||||
Proceeds from business divestiture | 0 | 24,408 | ||||||
Business acquisitions, net of cash acquired | 0 | 542 | ||||||
Purchases of intangible assets | (900) | 0 | ||||||
Distributions from investments | 689 | 792 | ||||||
Proceeds from sale of promissory notes | 0 | 26,000 | ||||||
Cash paid for short-term investment | (3,400) | 0 | ||||||
Net cash provided by (used in) investing activities | (9,488) | 44,738 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from financing | 25,000 | 4,540 | ||||||
Deferred financing costs paid | (511) | (975) | ||||||
Repayment of debt | (938) | (44,070) | ||||||
Capital distributions - non-controlling interests | (5,534) | 0 | ||||||
Net cash provided by (used in) financing activities | 18,017 | (40,505) | ||||||
Net decrease in cash, cash equivalents, restricted cash, and cash held for sale | (14,937) | (16,805) | ||||||
Cash, cash equivalents, restricted cash, and cash held for sale - Beginning of period | $ 44,501 | $ 54,639 | 44,501 | 54,639 | $ 54,639 | |||
Cash, cash equivalents, restricted cash, and cash held for sale - End of period | 29,564 | 37,834 | 29,564 | 37,834 | 44,501 | |||
RECONCILIATION OF CASH FLOW INFORMATION: | ||||||||
Cash and cash equivalents | 29,235 | 36,736 | 29,235 | 36,736 | 43,180 | |||
Restricted cash | 95 | 1,098 | 95 | 1,098 | 1,098 | |||
Cash held for sale | 234 | 0 | 234 | 0 | ||||
Total cash, cash equivalents, restricted cash, and cash held for sale at end of period | $ 29,564 | $ 37,834 | 29,564 | 37,834 | $ 44,501 | |||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Interest paid - non-lease | 5,586 | 6,567 | ||||||
Income taxes paid | 21,476 | 5,934 | ||||||
OTHER NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
Capital assets not yet paid for | 5,505 | 4,168 | ||||||
Promissory note conversion | 0 | 10,880 | ||||||
Non-cash proceeds from business divestiture | 2,000 | 34,475 | ||||||
Non-cash proceeds from finance lease | $ 5,785 | $ 0 | ||||||
[1]Presentation of June 30, 2021 figures have been revised, refer to Note 2 for further discussion |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Acreage Holdings, Inc. (the “Company”, “Pubco” or “Acreage”) is a vertically integrated, multi-state operator in the United States (“U.S.”) cannabis industry and has contractual relationships with cannabis cultivation facilities, dispensaries and other cannabis-related companies in the U.S. The Company’s operations include (i) cultivating and processing cannabis plants, (ii) manufacturing branded consumer products, (iii) distributing cannabis flower and manufactured products, and (iv) retailing dosable cannabis products to consumers. The Company’s products appeal to medical and adult recreational use customers through brand strategies intended to build trust and loyalty. The Company’s Class E subordinate voting shares (“Fixed Shares”) and Class D subordinate voting shares (“Floating Shares”) are listed on the Canadian Securities Exchange under the symbols “ACRG.A.U” and “ACRG.B.U”, respectively, quoted on the OTCQX under the symbols “ACRHF” and “ACRDF”, respectively, and traded on the Frankfurt Stock Exchange under the symbols “0VZ1” and “0VZ2”, respectively. 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 the reverse takeover (“RTO”) transaction described below. The Company’s principal place of business is located at 366 Madison Ave, 14 th 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 business combination agreement (the “Business Combination Agreement”) whereby the parties thereto 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 Business Combination Agreement completed the RTO. Canopy Growth Corporation transaction On June 27, 2019, the Company and Canopy Growth Corporation (“Canopy Growth” or “CGC”) implemented the Prior Plan of Arrangement (as defined in Note 13) contemplated by the Original Arrangement Agreement (as defined in Note 13). Pursuant to the Prior Plan of Arrangement, Canopy Growth was granted an option to acquire all of the issued and outstanding shares of the Company in exchange for the payment of 0.5818 of a common share in the capital of Canopy Growth for each Class A subordinate voting share (each, a “SVS”) held (with the Class B proportionate voting shares (the “PVS”) and Class C multiple voting shares (the “MVS”) being automatically converted to SVS immediately prior to consummation of the Acquisition (as defined in Note 13), which original exchange ratio was subject to adjustment in accordance with the Original Arrangement Agreement. Canopy Growth was required to exercise the option 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”) and, subject to the satisfaction or waiver of certain closing conditions set out in the Original Arrangement Agreement, Canopy Growth was required to acquire all of the issued and outstanding SVS (following the mandatory conversion of the PVS and MVS into SVS). On June 24, 2020, Canopy Growth and the Company entered into an agreement to, among other things, amend the terms of the Original Arrangement Agreement and the terms of the Prior Plan of Arrangement (the “Amended Arrangement”). On September 16, 2020, the Company’s shareholders voted in favor of a special resolution authorizing and approving the terms of, among other things, the Amended Arrangement. Subsequently, on September 18, 2020, the Company obtained a final order from the Supreme Court of British Columbia approving the Amended Arrangement, and on September 23, 2020 the Company and Canopy Growth entered into the Amending Agreement (as defined in Note 13) and implemented the Amended Arrangement. Pursuant to the Amended Arrangement, the Company’s articles were amended to create the Fixed Shares, the Floating Shares and the Class F multiple voting shares (the “Fixed Multiple Shares”), and each outstanding SVS was exchanged for 0.7 of a Fixed Share and 0.3 of a Floating Share, each outstanding PVS was exchanged for 28 Fixed Shares and 12 Floating Shares; and each outstanding MVS was exchanged for 0.7 of a Fixed Multiple Share and 0.3 of a Floating Share. Refer to Note 13 for further discussion. Pursuant to the implementation of the Amended Arrangement, on September 23, 2020, a subsidiary of Canopy Growth advanced gross proceeds of $50,000 to Universal Hemp, LLC, an affiliate of the Company. The debenture bears interest at a rate of 6.1% per annum. Refer to Note 10 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 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. In response to the outbreak, governmental authorities in the United States, Canada and internationally have introduced various recommendations and measures to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, quarantines, self-isolations, shelters-in-place and social distancing. The COVID-19 outbreak and the response of governmental authorities to try to limit it are having a significant impact on the private sector and individuals, including unprecedented business, employment and economic disruptions. Management has been closely monitoring the impact of COVID-19, with a focus on the health and safety of the Company’s employees, business continuity and supporting the communities where the Company operates. The Company implemented various measures at the height of the pandemic to reduce the spread of the virus, such as implementing social distancing measures at its facilities. Most of these measures are no longer considered to be necessary or required; however, the Company reserves the right to implement similar precautionary measures in the future as circumstances change. Despite some impact to our day-to-day operations at select locations from time-to-time, COVID-19 has had a minimal impact overall on the Company’s performance. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and going concern The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with 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, 2022, or any other period. As reflected in the unaudited condensed consolidated financial statements, the Company had an accumulated deficit as of June 30, 2022, as well as a net loss and negative cash flow from operating activities for the six months ended June 30, 2022. 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 its 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 the Company’s 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, (v) the AFC-VRT credit facilities (refer to Note 10 for further discussion), and (vi) the anticipated Non-Core Divestiture (refer to Notes 3 and 17 for further discussion), as well as access to the U.S. public equity markets. If the Company is unable to raise additional capital whenever necessary, it may be forced to decelerate or curtail its footprint build-out 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 the Company will be successful in accomplishing any of its 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 the Company’s need to raise additional capital on an immediate basis. 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 year ended December 31, 2021, dated March 11, 2022, as filed with the Securities and Exchange Commission (the “2021 Form 10-K”). Use of estimates The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the dates presented and the reported amounts of revenues and expenses during the periods presented. Actual results could 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 charges on goodwill, intangible assets and investments in equity and notes receivable. Emerging growth company The Company is 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 The Company’s unaudited condensed consolidated financial statements include the accounts of Acreage, its subsidiaries and variable interest entities (“VIEs”) where the Company is considered the primary beneficiary, if any, after elimination of intercompany accounts and transactions. Investments in business entities in which Acreage lacks control but is able to exercise significant influence over operating and financial policies are accounted for using the equity method. The Company’s proportionate share of net income or loss of the entity is recorded in Income (loss) from investments, net in the Unaudited Condensed Consolidated Statements of Operations. VIEs In determining whether the Company is the primary beneficiary of a VIE, the Company assesses whether it has the power to direct matters that most significantly impact the activities of the VIE and have the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. There were no material consolidated VIEs as of June 30, 2022 or December 31, 2021. Non-controlling interests (“NCI”) Non-controlling interests represent ownership interests in consolidated subsidiaries by parties that are not shareholders of Pubco. They are shown as a component of Total equity in the Unaudited Condensed Consolidated Statements of Financial Position, and the share of loss attributable to non-controlling interests is shown as a component of Net loss in the Unaudited Condensed Consolidated Statements of Operations. Changes in the parent company’s ownership that do not result in a loss of control are accounted for as equity transactions. Restricted cash Restricted cash represents funds contractually held for specific purposes and, as such, not available for general corporate purposes. Cash and restricted cash, as presented on the Unaudited Condensed Consolidated Statements of Cash Flows, consists of $29,235 and $95 as of June 30, 2022, respectively, and $36,736 and $1,098 as of June 30, 2021, respectively. Accounts receivable valuations and reclassifications Accounts receivable are stated at their net realizable value. The allowance against gross trade receivables reflects the best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. As of June 30, 2022 and December 31, 2021, the Company’s allowance for doubtful accounts was $318 and $445, respectively. 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, 2022, 2021 and 2020, as the issuance of shares upon conversion, exercise or vesting of outstanding units would be anti-dilutive in each period. There were 37,472 and 43,247 anti-dilutive shares outstanding as of June 30, 2022 and 2021, respectively. Change In Presentation Note that certain items presented on the six months ended June 30, 2021 Unaudited Condensed Consolidated Statement of Cash Flows includes a change in presentation to conform to the current year presentation. There was no impact to our Consolidated Financial Statements as a result of this reclassification. Accounting Pronouncements Recently Adopted As of January 1, 2022, the Company adopted ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12) . ASU 2019-12 attempts to simplify aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The adoption of ASU 2019-12 did not have a material effect on the Company’s unaudited condensed consolidated financial statements. As of January 1, 2022, the Company adopted ASU 2020-01 - Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) . The new standard clarifies the interaction of accounting for the transition into and out of the equity method. The new standard also clarifies the accounting for measuring certain purchased options and forward contracts to acquire investments. The adoption of ASU 2020-01 did not have a material effect on the Company’s unaudited condensed consolidated financial statements. As of January 1, 2022, the Company adopted ASU 2021-04 - Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which clarifies existing guidance for freestanding written call options which are equity classified and remain so after they are modified or exchanged in order to reduce diversity in practice. The standard applies prospectively to modifications or exchanges that occur after it is adopted. The adoption of ASU 2021-04 did not have a material effect on the Company’s unaudited condensed consolidated 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 and ASU 2020-02. The ASU 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. The ASU will be effective for the Company’s first interim period of fiscal 2023. The Company continues to evaluate the impact of this ASU on its unaudited condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new standard improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. The new standard requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606 - Revenue from Contracts with Customers . The ASU will be effective for the Company’s first interim period of fiscal 2024. The standard should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company does not anticipate a material impact on the Company’s unaudited condensed consolidated financial statements upon adoption. |
ACQUISITIONS, DIVESTITURES AND
ACQUISITIONS, DIVESTITURES AND ASSETS HELD FOR SALE | 6 Months Ended |
Jun. 30, 2022 | |
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 six-month period ended June 30, 2022, the Company did not complete any business acquisitions. During the year ended December 31, 2021, the Company completed the following business acquisitions, and has allocated the purchase price as follows: Purchase Price Allocation CWG Greenleaf Total Assets acquired: Cash and cash equivalents $ 828 $ 1,209 $ 2,037 Inventory 1,200 2,692 3,892 Other current assets 347 1,520 1,867 Capital assets, net 3,312 22,923 26,235 Operating lease right-of-use asset 1,584 2,819 4,403 Goodwill 1,482 18,619 20,101 Intangible assets, net - cannabis licenses 3,200 — 3,200 Intangible assets, net - customer relationships 1,000 — 1,000 Other non-current assets 40 189 229 Liabilities assumed: Accounts payable and accrued liabilities (464) (1,829) (2,293) Taxes payable (68) (33) (101) Operating lease liability, current (193) (315) (508) Other current liabilities 3 (294) (291) Operating lease liability, non-current (1,391) (2,504) (3,895) Fair value of net assets acquired $ 10,880 $ 44,996 $ 55,876 Consideration paid: Settlement of pre-existing relationship 10,880 44,996 $ 55,876 Total consideration $ 10,880 $ 44,996 $ 55,876 CWG On April 30, 2021, a subsidiary of the Company acquired 100% of CWG Botanicals, Inc. (“CWG”), an adult-use cannabis cultivation and processing operations in the state of California. The consideration paid for CWG consisted of the settlement of a pre-existing relationship, which included a line of credit of $9,321 and the related interest receivable of $1,559, which were both previously recorded in Notes receivable, non-current on the Statements of Financial Position. The purchase price allocation is based upon final valuations within the measurement period (generally one year from the acquisition date). Greenleaf On October 1, 2021, a subsidiary of the Company acquired of 100% of Greenleaf Apothecaries, Greenleaf Gardens, and Greenleaf Therapeutics, collectively known as “Greenleaf.” Greenleaf consists of cannabis cultivation, processing, and dispensary operations in the state of Ohio. The completion of this acquisition established Acreage’s footprint in the Ohio cannabis market. On July 2, 2018, the Company entered into purchase agreements for Greenleaf for the total purchase price of approximately $8,245 in cash, $6,096 in seller notes payable and 1.2 million shares of HSCP with an average fair value of $7.73 per share, which are convertible into shares of the Company. In addition, the Company extended a $31,200 line of credit and issued $12,500 in promissory notes to the Greenleaf entities. The consideration paid was made in exchange for: (a) the rights to acquire the Greenleaf entities upon state regulatory approval and; (b) master services agreements (“MSAs”) to operate the entities until such approval was granted and ownership interests were transferred. The purchase consideration paid represents the fair value of the intangible asset related to the MSA that was recorded on the Company’s Statement of Financial Position at the time of the transaction. The intangible asset was amortized over the life of the MSAs. Upon closing, the Company repaid the remaining $3,300 worth of sellers notes payable and accrued interest and assumed $42,043 in notes and interest receivable owed to the Company by Greenleaf that was eliminated upon consolidation. Total consideration for the asset transfer transaction was $44,996, representing the sum of the $2,953 carrying value of intangible assets from the 2018 transaction and the liabilities assumed. As the Company owns 100% of Greenleaf, the subsidiary is accounted for on a consolidated basis as of the closing date. The purchase price allocation is based upon preliminary valuations and estimates and assumptions which are subject to change within the measurement period, generally one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the tangible and intangible assets acquired and the residual goodwill resulting from the transaction. NCCRE On March 19, 2021, a subsidiary of the Company, HSC Solutions, LLC entered into an assignment of membership agreement to acquire the remaining non-controlling interests of its subsidiary, NCC Real Estate, LLC (“NCCRE”), based primarily on the fair value of property held by NCCRE estimated in the amount of $850. The consideration paid to the non-controlling interest sellers of $286 was recorded in Additional paid-in capital and Non-controlling interests on the Statements of Financial Position. Additionally, the Company subsequently repaid the outstanding principal balance of the NCCRE secured loan. Divestitures In February 2021, a subsidiary of the Company entered into a definitive agreement and management services agreement to sell an indoor cultivation facility in Medford, Oregon ("Medford") and a retail dispensary in Powell, Oregon ("Powell"), for total consideration of $3,000. In March 2022, the total consideration was reduced to $2,000. During the six months ended June 30, 2022, the Company sold all equity interests in Medford for an aggregate sale price of $2,000 and recognized a gain on sale of $290 recorded in Other income, net in the Unaudited Condensed Consolidated Statements of Operations. The aggregate sales price consisted of $750 paid to the Company in February 2021 and $1,250 of promissory notes (refer to Note 6 for further discussion). In conjunction with the sale, the Company closed its dispensary in Powell. Further, the Company derecognized deferred tax liabilities of $375 related to Medford. During the six months ended June 30, 2021, a subsidiary of the Company sold all equity interests in Acreage Florida, Inc. (“Acreage Florida”), for an aggregate sale price of $60,000. Acreage Florida is licensed to operate medical cannabis dispensaries, a processing facility and a cultivation facility in the state of Florida. The aggregate sales price consisted of approximately $21,500 in cash, $7,000 of the buyer’s common stock, subject to a rolling lock up restriction period ending one year after the disposition date, with the lock up expiring in monthly 1/6 th increments beginning October 27, 2021, and secured promissory notes totaling approximately $31,500. This resulted in a gain on sale of $11,682 recorded in Other income, net on the Consolidated Statements of Operations for the six months ended June 30, 2021. The Company subsequently sold the promissory notes and recognized a net loss of $2,000 as discussed in Note 6. Further, the Company de-recognized deferred tax liabilities related to indefinite-lived intangible lived assets held by Acreage Florida of $6,044 as a result of the disposition in Other income, net on the Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2021. Assets Held for Sale The Company determined certain businesses and assets met the held-for-sale criteria. As such, the related assets and liabilities within these disposal groups were transferred into Assets held-for-sale and Liabilities related to assets held for sale on the Unaudited Condensed Consolidated Statements of Financial Position. During the six months ended June 30, 2022, the Company tested each disposal group for impairment and recognized charges of $874 within Write down (recovery) of assets held-for-sale on the Unaudited Condensed Consolidated Statements of Operations related to Medford and Powell. During the six months ended June 30, 2021, the Company recognized a recovery of assets held-for-sale of $8,616 related to the Acreage Florida disposal group within Write down (recovery) of assets held-for-sale on the Unaudited Condensed Consolidated Statements of Operations. The tables below present the assets and liabilities classified as held for sale on the Unaudited Condensed Consolidated Statements of Financial Position for the years ended June 30, 2022 and December 31, 2021, respectively, and are subject to change based on developments during the sales process. June 30, 2022 Oregon (1) Cash $ 234 Accounts receivable, net 137 Inventory 21 Other current assets 9 Total current assets classified as held-for-sale 401 Capital assets, net 83 Operating lease right-of-use assets 1,210 Goodwill 2,191 Non-current assets 20 Total assets classified as held for sale $ 3,905 Accounts payable and accrued liabilities $ (527) Operating lease liability, current (287) Total current liabilities classified as held-for-sale (814) Operating lease liability, non-current (510) Total liabilities classified as held-for-sale $ (1,324) (1) In September 2021, a subsidiary of the Company entered into a definitive agreement and management services agreements to sell, upon regulatory approval, four retail dispensaries in Oregon for total consideration of $6,500, consisting of a $250 cash payment at the time of signing and a 10-month secured promissory note. In June 2022, the total consideration was reduced to $6,200. The sale subsequently closed in July 2022 (refer to Note 17 for further discussion). December 31, 2021 Michigan (1) Oregon Total Cash $ — $ 223 $ 223 Inventory — 445 445 Notes receivable, current — 31 31 Other current assets — 9 9 Total current assets classified as held-for-sale — 708 708 Capital assets, net 1,907 2,342 4,249 Operating lease right-of-use assets — 1,695 1,695 Goodwill — 2,191 2,191 Non-current assets — 109 109 Total assets classified as held for sale $ 1,907 $ 7,045 $ 8,952 Accounts payable and accrued liabilities $ — $ (639) $ (639) Operating lease liability, current — (441) (441) Total current liabilities classified as held-for-sale — (1,080) (1,080) Operating lease liability, non-current — (787) (787) Total liabilities classified as held-for-sale $ — $ (1,867) $ (1,867) (1) During the six months ended June 30, 2022, the Company was unsuccessful in finding a satisfactory buyer for certain of its Michigan locations. As a result, the assets at these specific locations no longer meet the criteria for being classified as held-for-sale (refer to Note 7 for further discussion). |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible assets The following table details the intangible asset balances by major asset classes: Intangibles June 30, 2022 December 31, 2021 Finite-lived intangible assets: Management contracts $ 1,808 $ 1,511 Customer relationships 1,000 1,000 2,808 2,511 Accumulated amortization on finite-lived intangible assets: Management contracts (785) (493) Customer relationships (700) — (1,485) (493) Finite-lived intangible assets, net 1,323 2,018 Indefinite-lived intangible assets Cannabis licenses 117,980 117,677 Total intangibles, net $ 119,303 $ 119,695 The intangible assets balance as of June 30, 2022 and December 31, 2021 excludes intangible assets reclassified to assets held-for-sale (refer to Note 3 for further discussion). The average useful life of finite-lived intangible assets ranges from 0.5 to 1.8 years, with 0.5 and 1.8 years being the average useful life for customer relationships and management contracts, respectively. Impairment of intangible assets The Company assessed whether any events or changes in circumstances ("triggering events") indicated finite-lived intangible assets to be held-and-used would not be recovered. During the three and six months ended June 30, 2022, the Company did not identify any triggering events. During the six months ended June 30, 2021, the Company identified a triggering event for its management contract owned by Prime Alternative Treatment Center Consulting, LLC ("PATCC"). The Company evaluated the recoverability of the asset by comparing the carrying value of the asset to the future net undiscounted cash flows expected to be generated by the asset. The carrying value was determined to not be recoverable and the Company proceeded to test the asset for impairment. The Company recognized an impairment charge of $818 due to changes in expected cash flows pursuant to a revised consulting services agreement. These charges are recognized in Impairments, net on the Unaudited Condensed Consolidated Statements of Operations. The impairment resulted in the recognition of a tax provision benefit and an associated reversal of deferred tax liabilities of $205 during the six months ended June 30, 2021. During the three and six months ended June 30, 2021, the Company de-recognized deferred tax liabilities related to indefinite-lived intangible assets held by Acreage Florida of $6,044 in Other income (loss), net on the Unaudited Condensed Consolidated Statements of Operations. Refer to Note 3 for further discussion. Amortization expense associated with the Company’s intangible assets was $296 and $992 for the three and six months ended June 30, 2022, respectively, and $3,930 and $4,471 for the three and six months ended June 30, 2021, respectively. Expected annual amortization expense for existing intangible assets subject to amortization as of June 30, 2022 is as follows for each of the next five fiscal years: Amortization of Intangibles 2022 2023 2024 2025 2026 Amortization expense $ 592 $ 585 $ 146 $ — $ — Goodwill The following table details the changes in the carrying amount of goodwill: Goodwill Total December 31, 2021 $ 43,310 Other Adjustments (1) 224 June 30, 2022 $ 43,534 (1) Represents adjustments related to the remeasurement of certain deferred tax assets and related adjustments within the measurement period. |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Investments [Abstract] | |
INVESTMENTS | INVESTMENTS The carrying values of the Company’s investments in the Unaudited Condensed Consolidated Statements of Financial Position as of June 30, 2022 and December 31, 2021 are as follows: Investments June 30, 2022 December 31, 2021 Total short-term investments $ 3,403 $ — Investments held at FV-NI 34,672 35,226 Total long-term investments $ 34,672 $ 35,226 Income (loss) from investments, net in the Unaudited Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2022 and 2021 is as follows: Investment income (loss) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Short-term investments $ 2 $ — $ 3 $ — Investments held at FV-NI (998) (1,122) 134 (1,266) Income (loss) from investments, net $ (996) $ (1,122) $ 137 $ (1,266) Short-term investments During the six months ended June 30, 2022, the Company made an investment in a Canadian guaranteed investment certificate (“GIC”) which bears an interest rate of 0.2% and has an original maturity of 1 year. GICs are a deposit investment generally sold by Canadian banks. 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 Unaudited Condensed Consolidated Statements of Operations. As further described under the “6.10% Secured debenture due September 2030” in Note 10, on September 23, 2020, a subsidiary of the Company, Universal Hemp, LLC ("Universal Hemp") was advanced gross proceeds of $50,000 (less transaction costs) pursuant to the terms of a secured debenture. The Company subsequently engaged an investment advisor, which under the investment advisor's sole discretion, on September 28, 2020 invested $34,019 of these proceeds on behalf of Universal Hemp. As a result, Universal Hemp acquired 34,019 class B units, at $1 par value per unit, which represented 100% financial interest in an Investment Partnership, a Canada-based limited partnership. An affiliate of the Institutional Investor holds Class A units of the Investment Partnership. The general partner of the Investment Partnership is also an affiliate of the Institutional Investor. The Class B units are held by the Investment Advisor as an agent for Universal Hemp. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | NOTES RECEIVABLE Notes receivable as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 December 31, 2021 Promissory notes receivable $ 29,434 $ 27,260 Line of credit receivable 6,831 12,609 Interest receivable 2,931 2,834 Allowance for notes and interest receivables (8,446) (8,036) Total notes receivable $ 30,750 $ 34,667 Less: Notes receivable, current 4,508 7,104 Notes receivable, non-current $ 26,242 $ 27,563 Interest income on notes receivable during the three and six months ended June 30, 2022 was $365 and $782, respectively, and $1,593 and $3,058 for the three and six months ended June 30, 2021, respectively. The Company determined that the collectability of certain notes receivables is doubtful based on information available. As of June 30, 2022 and December 31, 2021, the Company’s allowance for notes receivable of $8,446 and $8,036, respectively, included $6,299 and $6,046 of principal outstanding and $2,147 and $1,990 of accrued interest, respectively, and represents the full value of such loan balances. Activity during the six months ended June 30, 2022 On February 10, 2022, the Company received a $5,279 cash payment in full on a line of credit due from Patient Centric Martha’s Vineyard, and subsequently closed the line of credit. Activity during the six months ended June 30, 2021 In March 2021, the Company entered into a revised consulting services and line of credit agreement with PATCC, whereby previously unrecognized management fees were settled for $2,500, which was recognized in Other revenue, net on Unaudited Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2021. Pursuant to the revised line of credit agreement, the line of credit is non-interest bearing and will be repaid on a payment schedule with seven payments in the aggregate amount of $7,150 through June 2023. On April 27, 2021, the Company received three secured promissory notes in the aggregate amount of $31,500 related to the sale of Acreage Florida. Of the $31,500 in promissory notes, a promissory note for $3,500 was collected during the year ended December 31, 2021. In June 2021, the remaining two promissory notes totaling $28,000 were sold in a related party transaction to Viridescent Realty Trust, Inc. (“Viridescent”) for cash proceeds of $26,000. This sale resulted in a loss of $2,000 recorded in Other income, net on the Unaudited Condensed Consolidated Statements of Operations. Refer to Notes 3 and 14 for further discussion. On April 30, 2021, a subsidiary of the Company acquired 100% of CWG, and the amounts outstanding under the line of credit were converted into equity in CWG. Refer to Note 3 for further discussion. |
CAPITAL ASSETS, net
CAPITAL ASSETS, net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
CAPITAL ASSETS, net | CAPITAL ASSETS, net Net property, plant and equipment consisted of: June 30, 2022 December 31, 2021 Land $ 3,828 $ 3,777 Building 57,935 43,921 Right-of-use asset, finance leases 10,865 5,077 Construction in progress 18,109 7,644 Furniture, fixtures and equipment 31,853 31,325 Leasehold improvements 40,370 51,646 Capital assets, gross $ 162,960 $ 143,390 Less: accumulated depreciation (24,263) (16,593) Capital assets, net $ 138,697 $ 126,797 Depreciation of capital assets for the three and six months ended June 30, 2022 is comprised of $2,868 and $3,980 of depreciation expense, and $1,794 and $3,716 that was capitalized to inventory, respectively, and $727 and $1,155 of depreciation expense and $780 and $1,691 that was capitalized to inventory for the three and six months ended June 30, 2021, respectively. During the six months ended June 30, 2022, the Company determined that it was unable to find a satisfactory buyer for the held-for-sale assets related to its Michigan operations and, as such, these assets were reclassified as held-and-used. This conclusion was considered a triggering event for capital asset impairment testing. Upon assessment, these specific capital assets were not considered to have future economic value. As such, the fair value of the assets was considered to be nil and the Company recognized an impairment charge of $1,907 within Impairments, net on the Statements of Operations during the six months ended June 30, 2022. Refer to Note 3 for further discussion on changes in held-for-sale entities. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases land, buildings, equipment and other capital assets which it plans to use for corporate purposes in addition to the production and sale of cannabis products. Leases with an initial term of 12 months or less are not recorded on the Unaudited Condensed Consolidated Statements of Financial Position and are expensed in the Unaudited Condensed Consolidated 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, 2022 December 31, 2021 Right-of-use assets Operating Operating lease right-of-use assets $ 21,258 $ 24,598 Finance Capital assets, net 10,183 4,522 Total right-of-use assets $ 31,441 $ 29,120 Lease liabilities Current Operating Operating lease liability, current $ 2,244 $ 2,145 Financing Debt, current 5,780 — Non-current Operating Operating lease liability, non-current 20,801 24,255 Financing Debt, non-current 5,272 5,245 Total lease liabilities $ 34,097 $ 31,645 Three Months Ended June 30, Six Months Ended June 30, Statement of Operations Information Classification 2022 2021 2022 2021 Short-term lease expense General and administrative $ 170 $ (31) $ 218 $ 57 Operating lease expense General and administrative 1,144 1,091 2,392 2,137 Finance lease expense: Amortization of right of use asset Depreciation and amortization 64 64 127 127 Interest expense on lease liabilities Interest expense 329 187 541 371 Sublease income Other income (loss), net — — — (3) Net operating and finance lease cost $ 1,537 $ 1,342 $ 3,060 $ 2,632 Six Months Ended June 30, Statement of Cash Flows Information Classification 2022 2021 Cash paid for operating leases Net cash used in operating activities $ 2,447 $ 2,618 Cash paid for finance leases - interest Net cash used in operating activities $ 522 $ 338 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, 2022: Maturity of lease liabilities Operating Leases (1) Finance Leases 2022 $ 2,249 $ 6,179 2023 4,383 722 2024 4,205 743 2025 4,173 766 2026 4,102 789 Thereafter 17,865 12,486 Total lease payments $ 36,977 $ 21,685 Less: interest 13,135 10,633 Present value of lease liabilities $ 23,842 $ 11,052 Weighted average remaining lease term (years) 8 2 Weighted average discount rate 10% 12% (1) Includes minimum payments under existing operating leases currently classified as held-for-sale (refer to Note 3 for further discussion). As of June 30, 2022, the Company entered into two lease agreements that have not yet commenced. The Company will determine the classifications at the respective commencement dates for the leases, but currently expects all of the leases to be classified as operating leases. The lease terms range from five |
LEASES | LEASES The Company leases land, buildings, equipment and other capital assets which it plans to use for corporate purposes in addition to the production and sale of cannabis products. Leases with an initial term of 12 months or less are not recorded on the Unaudited Condensed Consolidated Statements of Financial Position and are expensed in the Unaudited Condensed Consolidated 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, 2022 December 31, 2021 Right-of-use assets Operating Operating lease right-of-use assets $ 21,258 $ 24,598 Finance Capital assets, net 10,183 4,522 Total right-of-use assets $ 31,441 $ 29,120 Lease liabilities Current Operating Operating lease liability, current $ 2,244 $ 2,145 Financing Debt, current 5,780 — Non-current Operating Operating lease liability, non-current 20,801 24,255 Financing Debt, non-current 5,272 5,245 Total lease liabilities $ 34,097 $ 31,645 Three Months Ended June 30, Six Months Ended June 30, Statement of Operations Information Classification 2022 2021 2022 2021 Short-term lease expense General and administrative $ 170 $ (31) $ 218 $ 57 Operating lease expense General and administrative 1,144 1,091 2,392 2,137 Finance lease expense: Amortization of right of use asset Depreciation and amortization 64 64 127 127 Interest expense on lease liabilities Interest expense 329 187 541 371 Sublease income Other income (loss), net — — — (3) Net operating and finance lease cost $ 1,537 $ 1,342 $ 3,060 $ 2,632 Six Months Ended June 30, Statement of Cash Flows Information Classification 2022 2021 Cash paid for operating leases Net cash used in operating activities $ 2,447 $ 2,618 Cash paid for finance leases - interest Net cash used in operating activities $ 522 $ 338 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, 2022: Maturity of lease liabilities Operating Leases (1) Finance Leases 2022 $ 2,249 $ 6,179 2023 4,383 722 2024 4,205 743 2025 4,173 766 2026 4,102 789 Thereafter 17,865 12,486 Total lease payments $ 36,977 $ 21,685 Less: interest 13,135 10,633 Present value of lease liabilities $ 23,842 $ 11,052 Weighted average remaining lease term (years) 8 2 Weighted average discount rate 10% 12% (1) Includes minimum payments under existing operating leases currently classified as held-for-sale (refer to Note 3 for further discussion). As of June 30, 2022, the Company entered into two lease agreements that have not yet commenced. The Company will determine the classifications at the respective commencement dates for the leases, but currently expects all of the leases to be classified as operating leases. The lease terms range from five |
INVENTORY
INVENTORY | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY The Company’s inventory balance consists of the following: June 30, 2022 December 31, 2021 Retail inventory $ 4,039 $ 3,331 Wholesale inventory 38,126 28,643 Cultivation inventory 6,830 6,367 Supplies & other 3,558 3,463 Total $ 52,553 $ 41,804 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The Company’s debt balances consist of the following: Debt balances June 30, 2022 December 31, 2021 Financing liability (failed sale-leaseback) $ 15,253 $ 15,253 Finance lease liabilities 11,052 5,245 7.50% Loan due April 2026 31,024 30,763 6.10% Secured debenture due September 2030 46,274 46,050 Note due December 2024 3,958 4,750 9.75% Credit facilities due January 2026 93,979 68,673 Total debt $ 201,540 $ 170,734 Less: current portion of debt 7,363 1,583 Total long-term debt $ 194,177 $ 169,151 Scheduled maturities of debt, excluding amortization of discount and issuance costs, are as follows: 2022 $ 6,571 2023 1,583 2024 1,584 2025 — 2026 133,011 Thereafter 70,514 Total payments (excluding amortization of discount and issuance costs) $ 213,263 During the three and six months ended June 30, 2022, the Company incurred interest expense of $5,520 and $10,301, respectively, and $5,595 and $10,452 during the three and six months ended June 30, 2021, respectively, on the Unaudited Condensed Consolidated Statements of Operations. Interest expense for the three and six months ended June 30, 2022 included debt discount amortization of $377 and $751, respectively, and amortization of debt issuance costs of $294 and $552, respectively. Interest expense for the three and six months ended June 30, 2021 included debt discount amortization of $523 and $783, respectively, and amortization of debt issuance costs of $2,421 and $3,273, respectively. As of June 30, 2022 and December 31, 2021, the Company had unamortized discount $5,444 and $6,194, respectively, and debt issuance costs of $6,279 and $6,320, respectively, which is netted against the gross carrying value of long-term debt in Debt, non-current on Unaudited Condensed Unaudited Condensed Consolidated Statements of Financial Position. Additionally, as of June 30, 2022 and December 31, 2021, the Company had accrued interest of $3,454 and $1,432, respectively, within Interest payable on the Unaudited Condensed Consolidated Statements of Financial Position. Financing liability (failed sales leaseback) In connection with the Company’s failed sale-leaseback transaction in November 2020, 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 de-recognized upon expiration of the lease. 6.10% Secured debenture due September 2030 On September 23, 2020, pursuant to the implementation of the Amended Arrangement (Refer to Note 13 for further discussion), a subsidiary of Canopy Growth advanced gross proceeds of $50,000 (less transaction costs of approximately $4,025) to Universal Hemp, an affiliate of the Company, pursuant to the terms of a secured debenture (“6.1% Loan”). In accordance with the terms of the debenture, the funds cannot be used, directly or indirectly, in connection with or for any cannabis or cannabis-related operations in the United States, unless and until such operations comply with all applicable laws of the United States. An additional $50,000 may be advanced pursuant to the debenture subject to the satisfaction of certain conditions by Universal Hemp. The debenture bears interest at a rate of 6.1% per annum, matures 10 years from the date hereof or such earlier date in accordance with the terms of the debenture and all interest payments made pursuant to the debenture are payable in cash by Universal Hemp. The debenture is not convertible and is not guaranteed by Acreage. With a portion of the proceeds for the 6.1% Loan received by Universal Hemp, Acreage engaged an Investment Advisor which, under the Investment Advisor’s sole discretion, invested on behalf of Universal Hemp $34,019 on September 28, 2020. As a result, Universal Hemp acquired 34,019 class B units, at $1.00 par value per unit, which represented 100% financial interest in the Investment Partnership, a Canada-based limited partnership. An affiliate of the Institutional Investor holds class A units of the Investment Partnership. The general partner of the Investment Partnership is also an affiliate of the Institutional Investor. The class B units are held by the Investment Advisor as an agent for Universal Hemp. Upon execution of the limited partnership agreement, $1,019 was distributed to the class A unit holders of the Investment Partnership. 7.50% Loan due April 2026 On September 28, 2020, the Company received gross proceeds of $33,000 (less transaction costs of approximately $959) from an affiliate of the Institutional Investor (the “Lender”) and used a portion of the proceeds of this loan to retire its short-term $11,000 convertible note (as described above) and its short-term note aggregating approximately $18,000 in October 2020, with the remainder being used for working capital purposes. The loan is unsecured, matures in 3 years and bears interest at a 7.5% annual interest rate. The Lender is controlled by the Institutional Investor. The Investment Partnership is the investor in the Lender. On December 16, 2021, the Company paid an amendment fee of $413 to extend the maturity date from September 28, 2023 to April 2, 2026. The amendment was treated as a debt extinguishment. Note due December 2024 In November 2020, the Company issued a promissory note with a third party, which is non-interest bearing and payable based on a payment schedule with ten payments in the aggregate amount of $7,750 through December 31, 2024, as a result of a settlement described under the “CanWell Dispute” in Note 13. 9.75% Credit facilities due January 2026 On December 16, 2021, the Company entered into a $150,000 senior secured credit facility with a syndicate of lenders consisting of a $75,000 initial draw, a $25,000 delayed draw that must be advanced within 12 months and a $50,000 committed accordion facility that is available after December 1, 2022, provided certain financial covenants are met, and with a maturity of January 1, 2026. Upon closing, gross proceeds of $75,000 were drawn (before origination discounts and issuance costs of approximately $4,000 and $1,500, respectively, which were capitalized). In April 2022, the Company drew down on the remaining $25,000 under this facility. Refer to Note 14 for further discussion of the syndicated related party lender. The loan is secured by pledged equity interests and substantially all of the assets of the Company. Advances under the facility bear interest at 9.75% per annum (plus an additional 1.0% per annum until certain collateral assignment agreements are delivered) and undrawn amounts (excluding the committed accordion facility until it is available) bear interest at 3.0% per annum. The loan is subject to various financial covenants, including a fixed charge coverage ratio and two leverage ratios. The Company has obtained a waiver of these covenants for the three month periods ended March 31, 2022 and June 30, 2022. This waiver included a $500 waiver fee that was paid to the lenders. Commencing with the receipt of the of the loan, mandatory prepayments are required from net proceeds of certain sale or disposition activities provided these proceeds are not invested in additional capital assets within 12 months of the disposition date, as defined by the Credit Agreement. |
SHAREHOLDERS_ EQUITY AND NON-CO
SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS | SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS The table below details the change in Pubco shares outstanding by class for the three and six months ended June 30, 2022: Shareholders’ Equity Fixed Shares Floating Shares Fixed Shares Held in Treasury Floating Shares Held in Treasury Fixed Multiple Shares Total Shares Outstanding December 31, 2021 74,665 32,962 (589) (253) 118 106,903 Issuances 1,482 804 — — — 2,286 June 30, 2022 76,147 33,766 (589) (253) 118 109,189 Warrants A summary of the warrants activity outstanding is as follows: Warrants Fixed Shares Floating Shares December 31, 2021 5,817 2,524 Expired — — June 30, 2022 5,817 2,524 The exercise price of each Fixed Share warrant ranged from $3.15 to $4.00, respectively, and the exercise price of each Floating Share warrant ranged from $3.01 to $4.00, respectively. The warrants are exercisable for a period of 4 years. The weighted-average remaining contractual life of the warrants outstanding is approximately 2.6 years. There was no aggregate intrinsic value for warrants outstanding as of June 30, 2022. 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, 2022 and are convertible for either 0.7 of a Fixed Share and 0.3 of a Floating 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, 2022 December 31, 2021 Current assets $ 106,072 $ 113,011 Non-current assets 384,431 375,807 Current liabilities (18,924) (29,256) Non-current liabilities (218,527) (195,791) Other NCI balances (718) (718) Accumulated equity-settled expenses (232,411) (226,596) Net assets $ 19,923 $ 36,457 HSCP/USCo2 ownership % of HSCP 16.96 % 17.24 % Net assets allocated to USCo2/HSCP $ 3,379 $ 6,285 Net assets attributable to other NCIs 718 718 Total NCI $ 4,097 $ 7,003 Three Months Ended June 30, Six Months Ended June 30, HSCP Summarized Statement of Operations 2022 2021 2022 2021 Net loss allocable to HSCP/USCo2 $ (3,958) $ (4,281) $ (11,040) $ (8,830) HSCP/USCo2 weighted average ownership % of HSCP 16.98 % 17.71 % 17.13 % 18.06 % Net loss allocated to HSCP/USCo2 $ (672) $ (758) $ (1,891) $ (1,595) Net loss allocated to other NCIs (2) 5 — 9 Net loss attributable to NCIs $ (674) $ (753) $ (1,891) $ (1,586) As of June 30, 2022, USCo2’s non-voting shares owned approximately 0.51% of HSCP units. USCo2’s capital structure is comprised of voting shares (approximately 71.33%), all of which are held by the Company, and of non-voting shares (approximately 28.67%) held by certain former HSCP members. Certain executive employees and profits interests holders own approximately 16.45% of HSCP units. The remaining 83.04% 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, 2021, 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 $862 allocation from NCI to shareholders' equity for the six months ended June 30, 2021. A reconciliation of the beginning and ending amounts of convertible units is as follows: Convertible Units June 30, 2022 December 31, 2021 Beginning balance 23,076 24,142 NCI units converted to Pubco — (1,066) Ending balance 23,076 23,076 |
EQUITY-BASED COMPENSATION EXPEN
EQUITY-BASED COMPENSATION EXPENSE | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION EXPENSE | EQUITY-BASED COMPENSATION EXPENSE Amended Arrangement with Canopy Growth On September 23, 2020, the Company announced the implementation of the Amended Arrangement (as defined in Note 13). Pursuant to the Amended Arrangement, the Company’s articles have been amended to create new Fixed Shares, Floating Shares and Fixed Multiple Shares. Consequently, the Company’s equity-based compensation was modified into new equity awards of the Company. Refer to Note 13 for further discussion. 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 September 23, 2020 (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. Pursuant to the Amended Arrangement, the Company retained the Plan described above, the upper limit of issuances being up to an amount equal to 15% of the issued and outstanding Fixed Shares and Floating Shares of the Company. As of June 30, 2022, the Company had 13,911 shares authorized and available for grant under the Plan. Restricted Share Units (“RSUs”) Fixed Shares Floating Shares Restricted Share Units (Fair value information expressed in whole dollars) RSUs Weighted Average Grant Date Fair Value RSUs Weighted Average Grant Date Fair Value Unvested, January 1, 2022 3,188 $ 7.30 1,262 $ 7.39 Granted 28 $ 1.35 95 $ 1.19 Forfeited (262) $ 2.63 (69) $ 2.53 Vested (1,598) $ 8.85 (752) $ 7.98 Unvested, June 30, 2022 1,356 $ 6.27 536 $ 6.09 Vested and unreleased (1) 248 $ 5.34 116 $ 4.00 Outstanding, June 30, 2022 1,604 $ 6.12 652 $ 5.72 (1) RSUs that are vested and unreleased represent RSUs that are pending delivery. RSUs of the Company generally vest over a period of three years and RSUs granted to certain executives vest based on achievement of specific performance conditions. In certain situations for specified individuals, RSUs vest on an accelerated basis on separation. The fair value for RSUs is based on the Company’s share price on the date of the grant. The Company recorded $1,512 and $5,389 as Equity-based compensation expense on Unaudited Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2022, respectively, and $5,927 and $10,952 during the three and six months ended June 30, 2021, respectively. The fair value of RSUs vested during the three and six months ended June 30, 2022 was $1,451 and $3,333, respectively, and $8,659 and $14,326 during the three and six months ended June 30, 2021, respectively. The total weighted average remaining contractual life and aggregate intrinsic value of unvested RSUs as of June 30, 2022 was approximately 1 year and $1,556, respectively. Unrecognized compensation expense related to these awards at June 30, 2022 was $10,459 and is expected to be recognized over a weighted average period of approximately 1 year. Stock options Fixed Shares Floating Shares Stock Options (Exercise price expressed in whole dollars) Options Weighted Average Exercise Price Options Weighted Average Exercise Price Options outstanding, January 1, 2022 1,529 $ 11.07 2,414 $ 3.06 Forfeited (36) $ 5.74 (88) $ 2.58 Expired — $ — (20) $ 2.55 Options outstanding, June 30, 2022 1,493 $ 11.20 2,306 $ 3.09 Options exercisable, June 30, 2022 1,220 $ 12.90 1,921 $ 3.14 Stock options of the Company generally vest over a period of three years and options granted to certain executives vest based on achievement of specific performance conditions. Stock options of the Company have an expiration period of 5 or 10 years from the date of grant. The weighted average contractual life remaining for Fixed Share options outstanding and exercisable as of June 30, 2022 was approximately 6 and 6 years, respectively. The weighted average contractual life remaining for Floating Share options outstanding and exercisable as of June 30, 2022 was approximately 4 and 5 years, respectively. The Company recorded $143 and $425 as Equity-based compensation expense on Unaudited Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2022 and $1,054 and $2,071 during the three and six months ended June 30, 2021, respectively, in connection with these awards. As of June 30, 2022, unamortized expense related to stock options totaled $531 and is expected to be recognized over a weighted-average period of approximately 1 year. As of June 30, 2022, the aggregate intrinsic value for unvested options and for vested and exercisable options was nil, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments The Company provides revolving lines of credit to several of its portfolio companies. As of June 30, 2022, the maximum obligation under these arrangements was $15,150 (refer to Note 6 for further discussion). Prior Plan of Arrangement with Canopy Growth On June 19, 2019, the shareholders of the Company and of Canopy Growth separately approved the proposed plan of arrangement (the “Prior Plan of Arrangement”) involving the two companies, and on June 21, 2019, the Supreme Court of British Columbia granted a final order approving the Prior Plan of Arrangement. Effective June 27, 2019, the articles of the Company were amended pursuant to the Prior Plan of Arrangement to provide that, upon the occurrence (or waiver by Canopy Growth) of 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 “Original Arrangement Agreement”), Canopy Growth will acquire (the “Acquisition”) all of the issued and outstanding shares in the capital of the Company (each, an “Acreage Share”). Second Amendment to the Arrangement Agreement with Canopy Growth On September 23, 2020, Acreage and Canopy Growth entered into an amending agreement (the “Amending Agreement” or “Amended Arrangement”) (and together with the Original Arrangement Agreement and any further amendments thereto, the “Amended Plan of Arrangement”) and the Amended Arrangement became effective at 12:01 a.m. (Vancouver time) (the “Amendment Time”) on September 23, 2020 (the “Amendment Date”). Pursuant to the Amended Plan of Arrangement, Canopy Growth made a cash payment of $37,500 which was delivered to Acreage’s shareholders and certain holders of securities convertible or exchangeable into shares of Acreage. Acreage also completed a capital reorganization (the “Capital Reorganization”) effective as of the Amendment Time whereby: (i) each existing SVS was exchanged for 0.7 of a Fixed Share and 0.3 of a Floating Share; (ii) each issued and outstanding PVS was exchanged for 28 Fixed Shares and 12 Floating Shares; and (iii) each issued and outstanding MVS was exchanged for 0.7 of a Fixed Multiple Share and 0.3 of a Floating Share. At the Amendment Time, each option, restricted share unit, compensation option, and warrant to acquire existing SVS (each a “Security”) that was outstanding immediately prior to the Amendment Time was exchanged for a replacement Security to acquire Fixed Shares (a “Fixed Share Replacement Security”) and a replacement Security to acquire Floating Shares (a “Floating Share Replacement Security”) to account for the Capital Reorganization. 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 Amending 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 0.3048 of a common share of Canopy Growth (each whole common share, a “Canopy Growth Share”) for each Fixed Share held (the “Fixed Exchange Ratio”) at the time of the acquisition of the Fixed Shares (the “Acquisition Time”), 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 30 day volume-weighted average trading price of the Floating Shares, subject to a minimum price of $6.41, as may be adjusted in accordance with the terms of the Amended Plan of Arrangement, to be payable, at the option of Canopy Growth, in cash, Canopy Growth Shares, or a combination thereof. If any portion is paid in Canopy Growth Shares, the number of Canopy Growth Shares to be exchanged for each Floating Share shall be determined on the basis of a 30 day volume-weighted average calculation using the Floating Shares (the “Floating Ratio”). 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. The Canopy Call Option and the Floating Call Option will expire 10 years from the Amendment Time. At the Acquisition Time, on the terms and subject to the conditions of the Amended Plan of Arrangement, each Fixed Share Replacement Security will be exchanged for a replacement Security from Canopy Growth equal to: (i) the number of Fixed Shares that were issuable upon exercise of such Fixed Share Replacement Security immediately prior to the Acquisition Time, multiplied by (ii) the Fixed Exchange Ratio in effect immediately prior to the Acquisition Time (provided that if the foregoing would result in the issuance of a fraction of a Canopy Growth Share, then the number of Canopy Growth Shares to be issued will be rounded down to the nearest whole number). In the event that the Floating Call Option is exercised and Canopy Growth acquires the Floating Shares at the Acquisition Time, on the terms and subject to the conditions of the Amended Plan of Arrangement, each Floating Share Replacement Security will be exchanged for a replacement Security from Canopy Growth equal to: (i) the number of Floating Shares that were issuable upon exercise of such Floating Share Replacement Security immediately prior to the Acquisition Time, multiplied by (ii) the Floating Ratio (if the foregoing would result in the issuance of a fraction of a Canopy Growth Share, then the number of Canopy Growth Shares to be issued will be rounded down to the nearest whole number). In the event that the Floating Call Option is exercised and Canopy Growth acquires the Floating Shares at the Acquisition Time, Acreage will be a wholly-owned subsidiary of Canopy Growth. The Amended Plan of Arrangement provides for, among other things, Amendments to the definition of Purchaser Approved Share Threshold (as defined therein) to change the number of shares of Acreage available to be issued by Acreage without an adjustment in the Fixed Exchange Ratio such that Acreage may issue a maximum of 32,700 shares. Furthermore, Acreage generally may not issue any equity securities without Canopy Growth’s prior consent. Additionally, the Amended Plan of Arrangement allows for various Canopy Growth rights that extend beyond the Acquisition Date, including, among others, (i) rights to nominate a majority of Acreage’s Board of Directors following the Acquisition Time; (ii) restrictive covenants in respect of the business conduct in favor of Canopy Growth; (iii) termination of non-competition and exclusivity rights granted to Acreage by Canopy Growth in the event that Acreage does not meet certain specified financial targets; (iv) implementation of further restrictions on Acreage’s ability to operate its business in the event that Acreage does not meet certain specified financial targets; and (v) termination of the Amended Plan of Arrangement in the event that Acreage does not meet certain specified financial targets in the trailing 12 month period. Each of the financial targets referred to above is specified in the Amending Agreement and related to the performance of Acreage relative to a business plan for Acreage for each fiscal year ended December 31, 2020 through December 31, 2029 set forth in the Proposal Agreement. Further, the Amended Plan of Arrangement imposes restrictions on Acreage entering into any contracts in respect of Company Debt if: (i) such contract would be materially inconsistent with market standards for companies operating in the United States cannabis industry; (ii) such contract prohibits a prepayment of the principal amount of such Company Debt; and (iii) such contract would provide for interest payments to be paid through the issuance of securities as opposed to cash, among other restrictions. The Amended Plan of Arrangement also provides for the following: (i) certain financial reporting obligations to Canopy Growth; (ii) certain specified criteria related to any new directors or officers of Acreage, and (iii) a limit to Acreage’s operations to the Identified States (as defined therein). Debenture In connection with the implementation of the Amended Arrangement, pursuant to a secured debenture dated September 23, 2020 (the “Debenture”) issued by Universal Hemp, LLC, an affiliate of Acreage that operates solely in the hemp industry in full compliance with all applicable laws (the “Borrower”), to 11065220 Canada Inc., an affiliate of Canopy Growth (the “Lender”), the Lender agreed to provide a loan of up to $100,000 (the “Loan”), $50,000 of which was advanced on the Amendment Date (the “Initial Advance”), and $50,000 of the Loan will be advanced in the event that the following conditions, among others, are satisfied: (a) the Borrower’s EBITDA (as defined in the Debenture) for any 90 day period is greater than or equal to 2.0 times the interest costs associated with the Initial Advance; and (b) the Borrower’s business plan for the 12 months following the applicable 90 day period supports an Interest Coverage Ratio (as defined in the Debenture) of at least 2.00:1. The principal amount of the Loan will bear interest from the date of advance, compounded annually, and be payable on each anniversary of the date of the Debenture in cash in U.S. dollars at a rate of 6.1% per annum. The Loan will mature 10 years from the date of the Initial Advance. The Loan must be used exclusively for U.S. hemp-related operations and on the express condition that such amount will not be used, directly or indirectly, in connection with or for the operation or benefit of any of the Borrower’s affiliates other than subsidiaries of the Borrower exclusively engaged in U.S. hemp-related operations and not directly or indirectly, towards the operation or funding of any activities that are not permissible under applicable law. The Loan proceeds must be segregated in a distinct bank account and detailed records of debits to such distinct bank account will be maintained by the Borrower. No payment due and payable to the Lender by the Borrower pursuant to the Debenture may be made using funds directly or indirectly derived from any cannabis or cannabis-related operations in the United States, unless and until the Triggering Event Date. The Debenture includes usual and typical events of default for a financing of this nature, including, without limitation, if: (i) Acreage is in breach or default of any representation or warranty in any material respect pursuant to the Arrangement Agreement; (ii) the Non-Core Divestitures are not completed within 18 months from the Amendment Date; and (iii) Acreage fails to perform or comply with any covenant or obligation in the Arrangement Agreement which is not remedied within 30 days after written notice is given to the Borrower by the Lender. The Debenture also includes customary representations and warranties, positive covenants and negative covenants of the Borrower. 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, 2022, for which no liabilities are recorded on the Unaudited Condensed Consolidated Statements of Financial Position. The Company is subject to other capital commitments and similar obligations. As of June 30, 2022 and 2021, such amounts were not material. CanWell Settlement In November 2020, the Company entered into a final confidential settlement agreement with CanWell, LLC for certain outstanding proceedings. As part of that agreement, the Company accrued for $7,750 in Legal settlements, net on the Statements of Operations for the year ended December 31, 2020. In connection with this settlement agreement, the Company issued a promissory note in the amount of $7,750 to CanWell, which is non-interest bearing and is payable in periodic payments through December 31, 2024. Through June 30, 2022, the Company has paid $3,792 of the promissory note. Contingencies 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’s applicable subsidiaries ceasing operations. While management of the Company believes that the Company’s subsidiaries are in compliance with applicable local and state regulations as of June 30, 2022, cannabis regulations continue to evolve and are subject to differing interpretations. As a result, the Company’s subsidiaries may be subject to regulatory fines, penalties, or restrictions in the future. The Company and its subsidiaries 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. 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. 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. High Street, along with the other defendants filed a motion to dismiss on April 1, 2019. The motion was fully briefed and submitted to the Court as of July 18, 2019, and oral argument was heard on September 6, 2019. The motion remains pending before the Court. Following a hearing held in April 2022, the Court ruled that Plaintiff had the capacity to bring this action on behalf of EPMMNY. The motions to dismiss remain pending on all other grounds. Compass Neuroceuticals Litigation In February 2021, a JAMS arbitration was initiated in Atlanta by Acreage Georgia LLC (“Acreage Georgia”) against its former consultant, Compass Neuroceuticals, Inc. (“Compass”), stemming from Compass’ breach of the consulting agreement entered into between the parties in June 2019, related to the preparation of an application for a Class 1 cultivation license in Georgia. Acreage Georgia is seeking approximately $1,000, plus attorney’s fees and costs. Compass has filed a counterclaim for breach in the $9,000 range. A final arbitration hearing took place from September 20 through September 24, 2021, in Atlanta, Georgia. On December 13, 2021, the arbitrator issued their interim award, finding in favor of the Company and denying Compass' counterclaim. A hearing took place on February 9, 2022 to determine the Company’s damages and attorney’s fees. On March 8, 2022, the arbitrator issued a final award of $694 to the Company. A contested action was filed in Forsyth County, Georgia seeking to vacate and confirm the arbitrator’s award. On July 13, 2022, the Forsyth County court ruled in favor of the Company, confirmed the arbitrator’s final award, and entered judgment for the Company in the amount of $694. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 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 discussion. In May 2021, the Company sold two secured promissory notes totaling $28,000 received from the sale of Acreage Florida to Viridescent for cash proceeds of approximately $26,000. Viridescent is an entity controlled by Kevin Murphy, the Chairman of the board of directors. Refer to Note 6 for further discussion. 6.10% Secured debenture due September 2030 As disclosed in Note 10, “6.10% Secured debenture due September 2030”, on September 23, 2020, pursuant to the implementation of the Amended Arrangement, a subsidiary of Canopy Growth advanced gross proceeds of $50,000 (less transaction costs of approximately $4,025) to Universal Hemp, an affiliate of the Company, pursuant to the terms of a secured debenture. In accordance with the terms of the debenture, the funds cannot be used, directly or indirectly, in connection with or for any cannabis or cannabis-related operations in the United States, unless and until such operations comply with all applicable laws of the United States. Acreage then engaged an investment advisor (the “Investment Advisor”) which, under the Investment Advisor’s sole discretion, invested on behalf of Universal Hemp, $34,019 of the proceeds on September 28, 2020. As a result, Universal Hemp, a subsidiary of the Company, acquired 34,019 class B units, at $1 par value per unit, which represented 100% financial interest in an Investment Partnership, a Canada-based limited partnership. An affiliate of the Institutional Investor holds Class A Units of the Investment Partnership. The general partner of the Investment Partnership is also an affiliate of the Institutional Investor. The class B units are held by the Institutional Investor as agent for Universal Hemp. On September 28, 2020, the Company received gross proceeds of $33,000 (less transaction costs of approximately $959) from an affiliate of the Institutional Lender (the “Lender”) and used a portion of the proceeds of this loan to retire its short-term $11,000 convertible note and its short-term note aggregating approximately $18,000 in October 2020, with the remainder being used for working capital purposes. The Lender is controlled by the Institutional Lender. The Investment Partnership is the investor in the Lender. Michigan consulting agreement Pursuant to the Consulting Services Agreement by and between Kevin Michigan, LLC, a company controlled by Kevin Murphy, and High Street (the “Michigan Consulting Agreement”), High Street provides certain consulting services to Kevin Michigan, LLC, which includes, but is not limited to, services related to application support, provisioning center administration and operation, local and state regulatory filings, human resource matters, and marketing matters. The Michigan Consulting Agreement explicitly states that High Street is not able to direct or control the business of Kevin Michigan, LLC. Additionally, there are certain leases held by and between Kevin Michigan, LLC, as lessee and certain wholly owned subsidiaries of High Street, as lessors. As of June 30, 2022, Kevin Michigan, LLC is not operational, and no consulting fees or rents have been paid to High Street or its wholly owned subsidiaries. Kevin Michigan, LLC is owned and controlled by the Company’s Chairman, Kevin Murphy. 9.75% Credit facilities due January 2026 As disclosed in Note 10, on December 16, 2021, the Company entered into the 9.75% Credit facilities due January 2026 with a syndicate of lenders, including Viridescent Realty Trust, Inc. (“Viridescent”), an entity controlled by Kevin Murphy. Under the terms of the 9.75% Credit facilities due January 2026, a $75,000 initial draw was available immediately, an additional $25,000 delayed draw is available that must be advanced within 12 months, and a $50,000 committed accordion facility is available after December 1, 2022, provided certain financial covenants are met. Advances under the facilities bear interest at 9.75% per annum and undrawn amounts (excluding the committed accordion facility until it is available) bear interest at 3.0% per annum. In April 2022, the Company drew down on the additional $25,000 delayed draw under this facility. Viridescent has committed $30,000 of the $100,000 drawn down under the Credit Facility, with third-party syndicated affiliates committing the additional $70,000. During the three and six months ended June 30, 2022, the Company incurred interest expense attributable to Viridescent of $786 and $1,391, respectively. The loan is secured by first-lien mortgages on Acreage’s wholly owned real estate and other commercial security interests. A third-party syndicate served as Administrative Agent for the transaction. |
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
REPORTABLE SEGMENTS | REPORTABLE SEGMENTSThe 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. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 2021 2022 2021 Net loss attributable to common shareholders of the Company $ (9,929) $ (2,553) $ (22,623) $ (10,361) Weighted average shares outstanding - basic 108,230 104,853 107,569 103,605 Effect of dilutive securities — — — — Weighted average shares - diluted 108,230 104,853 107,569 103,605 Net loss per share attributable to common shareholders of the Company - basic $ (0.09) $ (0.02) $ (0.21) $ (0.10) Net loss per share attributable to common shareholders of the Company - diluted $ (0.09) $ (0.02) $ (0.21) $ (0.10) During the three and six months ended June 30, 2022, 5,817 Fixed warrants, 2,524 Floating warrants, 1,604 Fixed Share RSUs, 652 Floating Share RSUs, 1,493 Fixed Share stock options, 2,306 Floating Share stock options and 23,076 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 three and six months ended June 30, 2021, 7,131 Fixed warrants, 3,087 Floating warrants, 4,084 Fixed Share RSUs, 1,912 Floating Share RSUs, 1,533 Fixed Share stock options, 2,424 Floating Share stock options and 23,076 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On July 5, 2022, the Company executed and closed an amendment to its previously announced asset purchase and services agreement for the sale of its four Oregon retail dispensaries (the “Amended Agreement”). Under the terms of the Amended Agreement, the sale price was reduced to $6,200, consisting of a $250 payment previously made at the signing of the Original Agreement, plus an additional $100 in cash at closing. The remaining amount of $5,850 has been satisfied by a 36-month secured promissory note bearing interest at a rate of 12% per annum (the “Note”). Under the terms of the Note, quarterly interest payments commence on January 1, 2023, principal payments of $1,000 are due on January 1, 2024 and January 1, 2025, and the remaining principal is due on January 1, 2026. Management has reviewed all other events subsequent to June 30, 2022 through the date of issuing these financial statements and determined that no further subsequent events require adjustment or disclosure. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and going concern | Basis of presentation and going concern The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with 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, 2022, or any other period. As reflected in the unaudited condensed consolidated financial statements, the Company had an accumulated deficit as of June 30, 2022, as well as a net loss and negative cash flow from operating activities for the six months ended June 30, 2022. 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 its 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 the Company’s 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, (v) the AFC-VRT credit facilities (refer to Note 10 for further discussion), and (vi) the anticipated Non-Core Divestiture (refer to Notes 3 and 17 for further discussion), as well as access to the U.S. public equity markets. If the Company is unable to raise additional capital whenever necessary, it may be forced to decelerate or curtail its footprint build-out 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 the Company will be successful in accomplishing any of its 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 the Company’s need to raise additional capital on an immediate basis. |
Use of estimates | Use of estimates The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the dates presented and the reported amounts of revenues and expenses during the periods presented. Actual results could 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 charges on goodwill, intangible assets and investments in equity and notes receivable. |
Emerging growth company | Emerging growth company The Company is 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 The Company’s unaudited condensed consolidated financial statements include the accounts of Acreage, its subsidiaries and variable interest entities (“VIEs”) where the Company is considered the primary beneficiary, if any, after elimination of intercompany accounts and transactions. Investments in business entities in which Acreage lacks control but is able to exercise significant influence over operating and financial policies are accounted for using the equity method. The Company’s proportionate share of net income or loss of the entity is recorded in Income (loss) from investments, net in the Unaudited Condensed Consolidated Statements of Operations. |
VIEs | VIEs In determining whether the Company is the primary beneficiary of a VIE, the Company assesses whether it has the power to direct matters that most significantly impact the activities of the VIE and have the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. There were no material consolidated VIEs as of June 30, 2022 or December 31, 2021. |
Non-controlling interests (“NCI”) | Non-controlling interests (“NCI”) Non-controlling interests represent ownership interests in consolidated subsidiaries by parties that are not shareholders of Pubco. They are shown as a component of Total equity in the Unaudited Condensed Consolidated Statements of Financial Position, and the share of loss attributable to non-controlling interests is shown as a component of Net loss in the Unaudited Condensed Consolidated Statements of Operations. Changes in the parent company’s ownership that do not result in a loss of control are accounted for as equity transactions. |
Restricted cash | Restricted cashRestricted cash represents funds contractually held for specific purposes and, as such, not available for general corporate purposes. |
Accounts receivable valuations and reclassifications | Accounts receivable valuations and reclassificationsAccounts receivable are stated at their net realizable value. The allowance against gross trade receivables reflects the best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. |
Net loss per share | Net loss per shareNet 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, 2022, 2021 and 2020, as the issuance of shares upon conversion, exercise or vesting of outstanding units would be anti-dilutive in each period. |
Change in presentation | Change In Presentation Note that certain items presented on the six months ended June 30, 2021 Unaudited Condensed Consolidated Statement of Cash Flows includes a change in presentation to conform to the current year presentation. There was no impact to our Consolidated Financial Statements as a result of this reclassification. |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted As of January 1, 2022, the Company adopted ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12) . ASU 2019-12 attempts to simplify aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The adoption of ASU 2019-12 did not have a material effect on the Company’s unaudited condensed consolidated financial statements. As of January 1, 2022, the Company adopted ASU 2020-01 - Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) . The new standard clarifies the interaction of accounting for the transition into and out of the equity method. The new standard also clarifies the accounting for measuring certain purchased options and forward contracts to acquire investments. The adoption of ASU 2020-01 did not have a material effect on the Company’s unaudited condensed consolidated financial statements. As of January 1, 2022, the Company adopted ASU 2021-04 - Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which clarifies existing guidance for freestanding written call options which are equity classified and remain so after they are modified or exchanged in order to reduce diversity in practice. The standard applies prospectively to modifications or exchanges that occur after it is adopted. The adoption of ASU 2021-04 did not have a material effect on the Company’s unaudited condensed consolidated 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 and ASU 2020-02. The ASU 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. The ASU will be effective for the Company’s first interim period of fiscal 2023. The Company continues to evaluate the impact of this ASU on its unaudited condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new standard improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. The new standard requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606 - Revenue from Contracts with Customers . The ASU will be effective for the Company’s first interim period of fiscal 2024. The standard should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company does not anticipate a material impact on the Company’s unaudited condensed consolidated financial statements upon adoption. |
ACQUISITIONS, DIVESTITURES AN_2
ACQUISITIONS, DIVESTITURES AND ASSETS HELD FOR SALE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations, Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Purchase Price Allocations | During the six-month period ended June 30, 2022, the Company did not complete any business acquisitions. During the year ended December 31, 2021, the Company completed the following business acquisitions, and has allocated the purchase price as follows: Purchase Price Allocation CWG Greenleaf Total Assets acquired: Cash and cash equivalents $ 828 $ 1,209 $ 2,037 Inventory 1,200 2,692 3,892 Other current assets 347 1,520 1,867 Capital assets, net 3,312 22,923 26,235 Operating lease right-of-use asset 1,584 2,819 4,403 Goodwill 1,482 18,619 20,101 Intangible assets, net - cannabis licenses 3,200 — 3,200 Intangible assets, net - customer relationships 1,000 — 1,000 Other non-current assets 40 189 229 Liabilities assumed: Accounts payable and accrued liabilities (464) (1,829) (2,293) Taxes payable (68) (33) (101) Operating lease liability, current (193) (315) (508) Other current liabilities 3 (294) (291) Operating lease liability, non-current (1,391) (2,504) (3,895) Fair value of net assets acquired $ 10,880 $ 44,996 $ 55,876 Consideration paid: Settlement of pre-existing relationship 10,880 44,996 $ 55,876 Total consideration $ 10,880 $ 44,996 $ 55,876 |
Schedule of Assets and Liabilities Held for Sale | The tables below present the assets and liabilities classified as held for sale on the Unaudited Condensed Consolidated Statements of Financial Position for the years ended June 30, 2022 and December 31, 2021, respectively, and are subject to change based on developments during the sales process. June 30, 2022 Oregon (1) Cash $ 234 Accounts receivable, net 137 Inventory 21 Other current assets 9 Total current assets classified as held-for-sale 401 Capital assets, net 83 Operating lease right-of-use assets 1,210 Goodwill 2,191 Non-current assets 20 Total assets classified as held for sale $ 3,905 Accounts payable and accrued liabilities $ (527) Operating lease liability, current (287) Total current liabilities classified as held-for-sale (814) Operating lease liability, non-current (510) Total liabilities classified as held-for-sale $ (1,324) (1) In September 2021, a subsidiary of the Company entered into a definitive agreement and management services agreements to sell, upon regulatory approval, four retail dispensaries in Oregon for total consideration of $6,500, consisting of a $250 cash payment at the time of signing and a 10-month secured promissory note. In June 2022, the total consideration was reduced to $6,200. The sale subsequently closed in July 2022 (refer to Note 17 for further discussion). December 31, 2021 Michigan (1) Oregon Total Cash $ — $ 223 $ 223 Inventory — 445 445 Notes receivable, current — 31 31 Other current assets — 9 9 Total current assets classified as held-for-sale — 708 708 Capital assets, net 1,907 2,342 4,249 Operating lease right-of-use assets — 1,695 1,695 Goodwill — 2,191 2,191 Non-current assets — 109 109 Total assets classified as held for sale $ 1,907 $ 7,045 $ 8,952 Accounts payable and accrued liabilities $ — $ (639) $ (639) Operating lease liability, current — (441) (441) Total current liabilities classified as held-for-sale — (1,080) (1,080) Operating lease liability, non-current — (787) (787) Total liabilities classified as held-for-sale $ — $ (1,867) $ (1,867) (1) During the six months ended June 30, 2022, the Company was unsuccessful in finding a satisfactory buyer for certain of its Michigan locations. As a result, the assets at these specific locations no longer meet the criteria for being classified as held-for-sale (refer to Note 7 for further discussion). |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table details the intangible asset balances by major asset classes: Intangibles June 30, 2022 December 31, 2021 Finite-lived intangible assets: Management contracts $ 1,808 $ 1,511 Customer relationships 1,000 1,000 2,808 2,511 Accumulated amortization on finite-lived intangible assets: Management contracts (785) (493) Customer relationships (700) — (1,485) (493) Finite-lived intangible assets, net 1,323 2,018 Indefinite-lived intangible assets Cannabis licenses 117,980 117,677 Total intangibles, net $ 119,303 $ 119,695 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Expected annual amortization expense for existing intangible assets subject to amortization as of June 30, 2022 is as follows for each of the next five fiscal years: Amortization of Intangibles 2022 2023 2024 2025 2026 Amortization expense $ 592 $ 585 $ 146 $ — $ — |
Schedule of Goodwill | The following table details the changes in the carrying amount of goodwill: Goodwill Total December 31, 2021 $ 43,310 Other Adjustments (1) 224 June 30, 2022 $ 43,534 (1) Represents adjustments related to the remeasurement of certain deferred tax assets and related adjustments within the measurement period. |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments [Abstract] | |
Schedule of Investments | The carrying values of the Company’s investments in the Unaudited Condensed Consolidated Statements of Financial Position as of June 30, 2022 and December 31, 2021 are as follows: Investments June 30, 2022 December 31, 2021 Total short-term investments $ 3,403 $ — Investments held at FV-NI 34,672 35,226 Total long-term investments $ 34,672 $ 35,226 |
Schedule of Investment Income (Loss) | Income (loss) from investments, net in the Unaudited Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2022 and 2021 is as follows: Investment income (loss) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Short-term investments $ 2 $ — $ 3 $ — Investments held at FV-NI (998) (1,122) 134 (1,266) Income (loss) from investments, net $ (996) $ (1,122) $ 137 $ (1,266) |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Notes Receivable | Notes receivable as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 December 31, 2021 Promissory notes receivable $ 29,434 $ 27,260 Line of credit receivable 6,831 12,609 Interest receivable 2,931 2,834 Allowance for notes and interest receivables (8,446) (8,036) Total notes receivable $ 30,750 $ 34,667 Less: Notes receivable, current 4,508 7,104 Notes receivable, non-current $ 26,242 $ 27,563 |
CAPITAL ASSETS, net (Tables)
CAPITAL ASSETS, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Capital Assets, net | Net property, plant and equipment consisted of: June 30, 2022 December 31, 2021 Land $ 3,828 $ 3,777 Building 57,935 43,921 Right-of-use asset, finance leases 10,865 5,077 Construction in progress 18,109 7,644 Furniture, fixtures and equipment 31,853 31,325 Leasehold improvements 40,370 51,646 Capital assets, gross $ 162,960 $ 143,390 Less: accumulated depreciation (24,263) (16,593) Capital assets, net $ 138,697 $ 126,797 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost | Balance Sheet Information Classification June 30, 2022 December 31, 2021 Right-of-use assets Operating Operating lease right-of-use assets $ 21,258 $ 24,598 Finance Capital assets, net 10,183 4,522 Total right-of-use assets $ 31,441 $ 29,120 Lease liabilities Current Operating Operating lease liability, current $ 2,244 $ 2,145 Financing Debt, current 5,780 — Non-current Operating Operating lease liability, non-current 20,801 24,255 Financing Debt, non-current 5,272 5,245 Total lease liabilities $ 34,097 $ 31,645 Three Months Ended June 30, Six Months Ended June 30, Statement of Operations Information Classification 2022 2021 2022 2021 Short-term lease expense General and administrative $ 170 $ (31) $ 218 $ 57 Operating lease expense General and administrative 1,144 1,091 2,392 2,137 Finance lease expense: Amortization of right of use asset Depreciation and amortization 64 64 127 127 Interest expense on lease liabilities Interest expense 329 187 541 371 Sublease income Other income (loss), net — — — (3) Net operating and finance lease cost $ 1,537 $ 1,342 $ 3,060 $ 2,632 Six Months Ended June 30, Statement of Cash Flows Information Classification 2022 2021 Cash paid for operating leases Net cash used in operating activities $ 2,447 $ 2,618 Cash paid for finance leases - interest Net cash used in operating activities $ 522 $ 338 |
Schedule of Operating Lease, Liability, Maturity | 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, 2022: Maturity of lease liabilities Operating Leases (1) Finance Leases 2022 $ 2,249 $ 6,179 2023 4,383 722 2024 4,205 743 2025 4,173 766 2026 4,102 789 Thereafter 17,865 12,486 Total lease payments $ 36,977 $ 21,685 Less: interest 13,135 10,633 Present value of lease liabilities $ 23,842 $ 11,052 Weighted average remaining lease term (years) 8 2 Weighted average discount rate 10% 12% (1) Includes minimum payments under existing operating leases currently classified as held-for-sale (refer to Note 3 for further discussion). |
Schedule of Finance Lease, Liability, Maturity | 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, 2022: Maturity of lease liabilities Operating Leases (1) Finance Leases 2022 $ 2,249 $ 6,179 2023 4,383 722 2024 4,205 743 2025 4,173 766 2026 4,102 789 Thereafter 17,865 12,486 Total lease payments $ 36,977 $ 21,685 Less: interest 13,135 10,633 Present value of lease liabilities $ 23,842 $ 11,052 Weighted average remaining lease term (years) 8 2 Weighted average discount rate 10% 12% (1) Includes minimum payments under existing operating leases currently classified as held-for-sale (refer to Note 3 for further discussion). |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The Company’s inventory balance consists of the following: June 30, 2022 December 31, 2021 Retail inventory $ 4,039 $ 3,331 Wholesale inventory 38,126 28,643 Cultivation inventory 6,830 6,367 Supplies & other 3,558 3,463 Total $ 52,553 $ 41,804 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt balances consist of the following: Debt balances June 30, 2022 December 31, 2021 Financing liability (failed sale-leaseback) $ 15,253 $ 15,253 Finance lease liabilities 11,052 5,245 7.50% Loan due April 2026 31,024 30,763 6.10% Secured debenture due September 2030 46,274 46,050 Note due December 2024 3,958 4,750 9.75% Credit facilities due January 2026 93,979 68,673 Total debt $ 201,540 $ 170,734 Less: current portion of debt 7,363 1,583 Total long-term debt $ 194,177 $ 169,151 |
Scheduled Maturities of Debt | Scheduled maturities of debt, excluding amortization of discount and issuance costs, are as follows: 2022 $ 6,571 2023 1,583 2024 1,584 2025 — 2026 133,011 Thereafter 70,514 Total payments (excluding amortization of discount and issuance costs) $ 213,263 |
SHAREHOLDERS_ EQUITY AND NON-_2
SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Stock by Class | The table below details the change in Pubco shares outstanding by class for the three and six months ended June 30, 2022: Shareholders’ Equity Fixed Shares Floating Shares Fixed Shares Held in Treasury Floating Shares Held in Treasury Fixed Multiple Shares Total Shares Outstanding December 31, 2021 74,665 32,962 (589) (253) 118 106,903 Issuances 1,482 804 — — — 2,286 June 30, 2022 76,147 33,766 (589) (253) 118 109,189 |
Schedule of Warrants | A summary of the warrants activity outstanding is as follows: Warrants Fixed Shares Floating Shares December 31, 2021 5,817 2,524 Expired — — June 30, 2022 5,817 2,524 |
Schedule of Summarized Financial Information | Summarized financial information of HSCP is presented below. USCo2 does not have discrete financial information separate from HSCP. HSCP net asset reconciliation June 30, 2022 December 31, 2021 Current assets $ 106,072 $ 113,011 Non-current assets 384,431 375,807 Current liabilities (18,924) (29,256) Non-current liabilities (218,527) (195,791) Other NCI balances (718) (718) Accumulated equity-settled expenses (232,411) (226,596) Net assets $ 19,923 $ 36,457 HSCP/USCo2 ownership % of HSCP 16.96 % 17.24 % Net assets allocated to USCo2/HSCP $ 3,379 $ 6,285 Net assets attributable to other NCIs 718 718 Total NCI $ 4,097 $ 7,003 Three Months Ended June 30, Six Months Ended June 30, HSCP Summarized Statement of Operations 2022 2021 2022 2021 Net loss allocable to HSCP/USCo2 $ (3,958) $ (4,281) $ (11,040) $ (8,830) HSCP/USCo2 weighted average ownership % of HSCP 16.98 % 17.71 % 17.13 % 18.06 % Net loss allocated to HSCP/USCo2 $ (672) $ (758) $ (1,891) $ (1,595) Net loss allocated to other NCIs (2) 5 — 9 Net loss attributable to NCIs $ (674) $ (753) $ (1,891) $ (1,586) |
Schedule of Conversions of Stock | A reconciliation of the beginning and ending amounts of convertible units is as follows: Convertible Units June 30, 2022 December 31, 2021 Beginning balance 23,076 24,142 NCI units converted to Pubco — (1,066) Ending balance 23,076 23,076 |
EQUITY-BASED COMPENSATION EXP_2
EQUITY-BASED COMPENSATION EXPENSE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock and Restricted Stock Unit, Activity | Restricted Share Units (“RSUs”) Fixed Shares Floating Shares Restricted Share Units (Fair value information expressed in whole dollars) RSUs Weighted Average Grant Date Fair Value RSUs Weighted Average Grant Date Fair Value Unvested, January 1, 2022 3,188 $ 7.30 1,262 $ 7.39 Granted 28 $ 1.35 95 $ 1.19 Forfeited (262) $ 2.63 (69) $ 2.53 Vested (1,598) $ 8.85 (752) $ 7.98 Unvested, June 30, 2022 1,356 $ 6.27 536 $ 6.09 Vested and unreleased (1) 248 $ 5.34 116 $ 4.00 Outstanding, June 30, 2022 1,604 $ 6.12 652 $ 5.72 (1) RSUs that are vested and unreleased represent RSUs that are pending delivery. |
Schedule of Option Activity | Stock options Fixed Shares Floating Shares Stock Options (Exercise price expressed in whole dollars) Options Weighted Average Exercise Price Options Weighted Average Exercise Price Options outstanding, January 1, 2022 1,529 $ 11.07 2,414 $ 3.06 Forfeited (36) $ 5.74 (88) $ 2.58 Expired — $ — (20) $ 2.55 Options outstanding, June 30, 2022 1,493 $ 11.20 2,306 $ 3.09 Options exercisable, June 30, 2022 1,220 $ 12.90 1,921 $ 3.14 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted loss per share is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss attributable to common shareholders of the Company $ (9,929) $ (2,553) $ (22,623) $ (10,361) Weighted average shares outstanding - basic 108,230 104,853 107,569 103,605 Effect of dilutive securities — — — — Weighted average shares - diluted 108,230 104,853 107,569 103,605 Net loss per share attributable to common shareholders of the Company - basic $ (0.09) $ (0.02) $ (0.21) $ (0.10) Net loss per share attributable to common shareholders of the Company - diluted $ (0.09) $ (0.02) $ (0.21) $ (0.10) |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) $ in Thousands | Sep. 23, 2020 USD ($) shares | Jun. 27, 2019 | Jun. 30, 2022 |
Class of Stock [Line Items] | |||
Share conversion (in shares) | 0.5818 | ||
6.10% Secured debenture due September 2030 | |||
Class of Stock [Line Items] | |||
Stated interest rate | 6.10% | ||
6.10% Secured debenture due September 2030 | Universal Hemp | |||
Class of Stock [Line Items] | |||
Stated interest rate | 6.10% | ||
11065220 Canada Inc | Canopy Growth | Canopy Growth | Debenture | |||
Class of Stock [Line Items] | |||
Debenture amount, amount advanced | $ | $ 50,000 | ||
Stated interest rate | 6.10% | ||
Universal Hemp | Canopy Growth | Canopy Growth | Debenture | Universal Hemp | |||
Class of Stock [Line Items] | |||
Debenture amount, amount advanced | $ | $ 50,000 | ||
Fixed Shares | |||
Class of Stock [Line Items] | |||
Percent of share - canopy reorganization | 0.7 | ||
Floating Shares | |||
Class of Stock [Line Items] | |||
Percent of share - canopy reorganization | 0.3 | ||
PVS, Fixed Shares | |||
Class of Stock [Line Items] | |||
Canopy reorganization, shares exchanged (in shares) | shares | 28 | ||
PVS, Floating Shares | |||
Class of Stock [Line Items] | |||
Canopy reorganization, shares exchanged (in shares) | shares | 12 | ||
Fixed Multiple Share | |||
Class of Stock [Line Items] | |||
Percent of share - canopy reorganization | 0.7 | ||
Floating Multiple Share | |||
Class of Stock [Line Items] | |||
Percent of share - canopy reorganization | 0.3 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) shares in Thousands, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 29,235 | $ 36,736 | $ 43,180 |
Restricted cash | 95 | $ 1,098 | 1,098 |
Allowance for doubtful accounts | $ 318 | $ 445 | |
Antidilutive shares (in shares) | 37,472 | 43,247 |
ACQUISITIONS, DIVESTITURES AN_3
ACQUISITIONS, DIVESTITURES AND ASSETS HELD FOR SALE (Schedule of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jul. 02, 2018 | Dec. 31, 2021 | Jun. 30, 2022 | Oct. 01, 2021 | |
Purchase Price Allocation | ||||
Goodwill | $ 43,310 | $ 43,534 | ||
CWG | ||||
Purchase Price Allocation | ||||
Cash and cash equivalents | 828 | |||
Inventory | 1,200 | |||
Other current assets | 347 | |||
Capital assets, net | 3,312 | |||
Operating lease right-of-use asset | 1,584 | |||
Goodwill | 1,482 | |||
Other non-current assets | 40 | |||
Accounts payable and accrued liabilities | (464) | |||
Taxes payable | (68) | |||
Operating lease liability, current | (193) | |||
Other current liabilities | 3 | |||
Operating lease liability, non-current | (1,391) | |||
Fair value of net assets acquired | 10,880 | |||
Consideration paid: | ||||
Settlement of pre-existing relationship | 10,880 | |||
Total consideration | 10,880 | |||
CWG | Intangible assets, net - cannabis licenses | ||||
Purchase Price Allocation | ||||
Intangible assets, net | 3,200 | |||
CWG | Intangible assets, net - customer relationships | ||||
Purchase Price Allocation | ||||
Intangible assets, net | 1,000 | |||
Greenleaf | ||||
Purchase Price Allocation | ||||
Cash and cash equivalents | 1,209 | |||
Inventory | 2,692 | |||
Other current assets | 1,520 | |||
Capital assets, net | 22,923 | |||
Operating lease right-of-use asset | 2,819 | |||
Goodwill | 18,619 | |||
Intangible assets, net | $ 2,953 | |||
Other non-current assets | 189 | |||
Accounts payable and accrued liabilities | (1,829) | |||
Taxes payable | (33) | |||
Operating lease liability, current | (315) | |||
Other current liabilities | (294) | |||
Operating lease liability, non-current | (2,504) | |||
Fair value of net assets acquired | 44,996 | |||
Consideration paid: | ||||
Settlement of pre-existing relationship | 44,996 | |||
Total consideration | $ 8,245 | 44,996 | ||
Greenleaf | Intangible assets, net - cannabis licenses | ||||
Purchase Price Allocation | ||||
Intangible assets, net | 0 | |||
Greenleaf | Intangible assets, net - customer relationships | ||||
Purchase Price Allocation | ||||
Intangible assets, net | 0 | |||
Total | ||||
Purchase Price Allocation | ||||
Cash and cash equivalents | 2,037 | |||
Inventory | 3,892 | |||
Other current assets | 1,867 | |||
Capital assets, net | 26,235 | |||
Operating lease right-of-use asset | 4,403 | |||
Goodwill | 20,101 | |||
Other non-current assets | 229 | |||
Accounts payable and accrued liabilities | (2,293) | |||
Taxes payable | (101) | |||
Operating lease liability, current | (508) | |||
Other current liabilities | (291) | |||
Operating lease liability, non-current | (3,895) | |||
Fair value of net assets acquired | 55,876 | |||
Consideration paid: | ||||
Settlement of pre-existing relationship | 55,876 | |||
Total consideration | 55,876 | |||
Total | Intangible assets, net - cannabis licenses | ||||
Purchase Price Allocation | ||||
Intangible assets, net | 3,200 | |||
Total | Intangible assets, net - customer relationships | ||||
Purchase Price Allocation | ||||
Intangible assets, net | $ 1,000 |
ACQUISITIONS, DIVESTITURES AN_4
ACQUISITIONS, DIVESTITURES AND ASSETS HELD FOR SALE (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Oct. 01, 2021 | Apr. 30, 2021 | Mar. 19, 2021 | Jul. 02, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Feb. 28, 2021 | |
Business Acquisition [Line Items] | |||||||||||
De-recognized deferred tax liability | $ 791 | $ 7,209 | |||||||||
Write down (recovery) of assets held-for-sale | $ 0 | $ 0 | 874 | (8,616) | |||||||
Acreage Florida, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
De-recognized deferred tax liability | 6,044 | ||||||||||
Discontinued Operations, Disposed of by Sale | Acreage Florida, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Promissory notes | 60,000 | 60,000 | |||||||||
Gain on sale | 11,682 | ||||||||||
Discontinued Operations, Disposed of by Sale | Medford Cultivation and Processing Facility | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Promissory notes | $ 2,000 | 2,000 | $ 3,000 | ||||||||
Disposal group, not discontinued operation, gain on disposal | 290 | ||||||||||
De-recognized deferred tax liability | $ 375 | ||||||||||
Disposed of by Sale, Additional Cash | Acreage Florida, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Promissory notes | 21,500 | 21,500 | |||||||||
Disposed of by Sale, Additional Cash | Medford Cultivation and Processing Facility | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Promissory notes | 750 | ||||||||||
Disposed of by Sale, Common Stock | Acreage Florida, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Promissory notes | 7,000 | $ 7,000 | |||||||||
Lock up period | 1 year | ||||||||||
Disposed of by Sale, Promissory Note | Acreage Florida, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Promissory notes | $ 31,500 | $ 31,500 | |||||||||
Disposed of by Sale, Promissory Note | Viridescent Realty Trust, Inc | Notes Receivable | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Disposal group, not discontinued operation, gain on disposal | (2,000) | ||||||||||
Loss on note receivable | $ 2,000 | ||||||||||
Disposed of by Sale, Promissory Note | Medford Cultivation and Processing Facility | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Promissory notes | $ 1,250 | ||||||||||
Oregon | Medford Cultivation and Processing Facility | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Promissory notes | $ 2,000 | ||||||||||
Greenleaf | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total purchase price | $ 44,996 | ||||||||||
CWG | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of voting interests acquired | 100% | ||||||||||
Total consideration | $ 10,880 | ||||||||||
Settlement of pre-existing relationship | 10,880 | ||||||||||
CWG | Line of Credit | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total consideration | $ 9,321 | ||||||||||
Settlement of pre-existing relationship | $ 1,559 | ||||||||||
Greenleaf | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of voting interests acquired | 100% | ||||||||||
Total consideration | $ 8,245 | 44,996 | |||||||||
Settlement of pre-existing relationship | $ 44,996 | ||||||||||
Sellers notes issued | $ 42,043 | $ 6,096 | |||||||||
Number of shares issued (in shares) | 1.2 | ||||||||||
Share price (USD per share) | $ 7.73 | ||||||||||
Line of credit issued | $ 31,200 | ||||||||||
Payments to acquire notes receivable | 3,300 | ||||||||||
Intangible assets, net | $ 2,953 | ||||||||||
Greenleaf | Promissory Note | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Promissory notes issued | $ 12,500 | ||||||||||
NCC Real Estate, LLC | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total consideration | $ 850 | ||||||||||
Fair value of previously held interest | $ 286 |
ACQUISITIONS, DIVESTITURES AN_5
ACQUISITIONS, DIVESTITURES AND ASSETS HELD FOR SALE (Assets Held for Sale) (Details) $ in Thousands | 1 Months Ended | ||
Sep. 30, 2021 USD ($) dispensary | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total current assets classified as held-for-sale | $ 3,905 | $ 8,952 | |
Total current liabilities classified as held-for-sale | (1,324) | (1,867) | |
Oregon | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash | 223 | ||
Accounts receivable, net | 31 | ||
Inventory | 445 | ||
Other current assets | 9 | ||
Total current assets classified as held-for-sale | 708 | ||
Capital assets, net | 4,249 | ||
Operating lease right-of-use assets | 1,695 | ||
Goodwill | 2,191 | ||
Non-current assets | 109 | ||
Total assets classified as held for sale | 8,952 | ||
Accounts payable and accrued liabilities | (639) | ||
Operating lease liability, current | (441) | ||
Total current liabilities classified as held-for-sale | (1,080) | ||
Operating lease liability, non-current | (787) | ||
Total liabilities classified as held-for-sale | (1,867) | ||
Oregon | Michigan | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Inventory | 0 | ||
Other current assets | 0 | ||
Total current assets classified as held-for-sale | 0 | ||
Capital assets, net | 1,907 | ||
Operating lease right-of-use assets | 0 | ||
Goodwill | 0 | ||
Non-current assets | 0 | ||
Total assets classified as held for sale | 1,907 | ||
Accounts payable and accrued liabilities | 0 | ||
Operating lease liability, current | 0 | ||
Total current liabilities classified as held-for-sale | 0 | ||
Operating lease liability, non-current | 0 | ||
Total liabilities classified as held-for-sale | 0 | ||
Oregon | Oregon | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash | 234 | 223 | |
Accounts receivable, net | 137 | 31 | |
Inventory | 21 | 445 | |
Other current assets | 9 | 9 | |
Total current assets classified as held-for-sale | 401 | 708 | |
Capital assets, net | 83 | 2,342 | |
Operating lease right-of-use assets | 1,210 | 1,695 | |
Goodwill | 2,191 | 2,191 | |
Non-current assets | 20 | 109 | |
Total assets classified as held for sale | 3,905 | 7,045 | |
Accounts payable and accrued liabilities | (527) | (639) | |
Operating lease liability, current | (287) | (441) | |
Total current liabilities classified as held-for-sale | (814) | (1,080) | |
Operating lease liability, non-current | (510) | (787) | |
Total liabilities classified as held-for-sale | (1,324) | $ (1,867) | |
Consideration received on disposal | $ 6,500 | $ 6,200 | |
Number of dispensaries to be sold | dispensary | 4 | ||
Consideration due at signing | $ 250 | ||
Promissory note term | 10 months |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 2,808 | $ 2,511 |
Accumulated amortization on finite-lived intangible assets | (1,485) | (493) |
Finite-lived intangible assets, net | 1,323 | 2,018 |
Indefinite-lived intangible assets | 117,980 | 117,677 |
Total intangibles, net | 119,303 | 119,695 |
Management contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 1,808 | 1,511 |
Accumulated amortization on finite-lived intangible assets | (785) | (493) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 1,000 | 1,000 |
Accumulated amortization on finite-lived intangible assets | $ (700) | $ 0 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Intangible Asset Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | $ 818 | |||
Reversal of deferred tax liabilities | 205 | |||
Deferred tax (income) expense | $ (791) | (7,209) | ||
Amortization of intangible assets | $ 296 | $ 3,930 | $ 992 | 4,471 |
Acreage Florida, Inc. | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Deferred tax (income) expense | $ (6,044) | |||
Minimum | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Useful life | 6 months | |||
Maximum | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Useful life | 1 year 9 months 18 days | |||
Customer-Related Intangible Assets | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Useful life | 6 months | |||
Management contracts | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Useful life | 1 year 9 months 18 days |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Future Amortization Table) (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 592 |
2023 | 585 |
2024 | 146 |
2025 | 0 |
2026 | $ 0 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 43,310 |
Other adjustments | 224 |
Ending balance | $ 43,534 |
INVESTMENTS (Schedule Investmen
INVESTMENTS (Schedule Investment Holdings) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Investments [Abstract] | ||
Total short-term investments | $ 3,403 | $ 0 |
Investments held at FV-NI | 34,672 | 35,226 |
Total long-term investments | $ 34,672 | $ 35,226 |
INVESTMENTS (Schedule of Invest
INVESTMENTS (Schedule of Investment Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net Investment Income [Line Items] | ||||
Income (loss) from investments, net | $ (996) | $ (1,122) | $ 137 | $ (1,266) |
Short-term investments | ||||
Net Investment Income [Line Items] | ||||
Income (loss) from investments, net | 2 | 0 | 3 | 0 |
Investments held at FV-NI | ||||
Net Investment Income [Line Items] | ||||
Income (loss) from investments, net | $ (998) | $ (1,122) | $ 134 | $ (1,266) |
INVESTMENTS (Narrative) (Detail
INVESTMENTS (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | ||
Sep. 28, 2020 | Sep. 23, 2020 | Jun. 30, 2022 | |
Subsidiary or Equity Method Investee [Line Items] | |||
Proceeds from secured debenture | $ 50,000 | ||
Amount invested | $ 34,019 | ||
GIC | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Investment interest rate | 0.20% | ||
Investment, term | 1 year | ||
6.10% Secured debenture due September 2030 | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Stated interest rate | 6.10% | 6.10% | |
Universal Hemp | Investment Partnership | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Financial interest in the Investment partnership | 100% | ||
Universal Hemp | Investment Partnership | Investment Partnership | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Financial interest in the Investment partnership | 100% | ||
Universal Hemp | Class B Units | Investment Partnership | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Number of shares acquired (in shares) | 34,019 | ||
Par value (USD per share) | $ 1 | ||
Universal Hemp | Class B Units | Investment Partnership | Investment Partnership | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Financial interest in the Investment partnership | 100% |
NOTES RECEIVABLE (Schedule of N
NOTES RECEIVABLE (Schedule of Notes Receivable) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest receivable | $ 2,931 | $ 2,834 |
Allowance for notes and interest receivables | (8,446) | (8,036) |
Total notes receivable | 30,750 | 34,667 |
Less: Notes receivable, current | 4,508 | 7,104 |
Notes receivable, non-current | 26,242 | 27,563 |
Promissory notes receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Promissory notes receivable | 29,434 | 27,260 |
Line of credit receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Promissory notes receivable | $ 6,831 | $ 12,609 |
NOTES RECEIVABLE (Narrative) (D
NOTES RECEIVABLE (Narrative) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Feb. 10, 2022 USD ($) | Apr. 27, 2021 USD ($) promissor_Note | Jun. 30, 2021 USD ($) segment | May 31, 2021 promissor_Note | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) payment | Dec. 31, 2021 USD ($) | Apr. 30, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Interest income from loans receivable | $ 365 | $ 1,593 | $ 782 | $ 3,058 | ||||||
Allowance for credit loss | 8,446 | 8,446 | $ 8,036 | |||||||
Loss on notes receivable | $ 0 | 1,726 | 0 | 1,726 | ||||||
Collection of notes receivable | $ 5,279 | |||||||||
Collection of notes receivable | 5,999 | 12,392 | ||||||||
Number of promissory notes sold | promissor_Note | 2 | |||||||||
CWG | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Percentage of voting interests acquired | 100% | |||||||||
Disposed of by Sale, Promissory Note | Acreage Florida, Inc. | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Number of secured promissory notes | promissor_Note | 3 | |||||||||
Remaining balance to acquire businesses | $ 31,500 | 31,500 | ||||||||
Notes Receivable | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Loss on notes receivable | 6,299 | 6,046 | ||||||||
Notes Receivable | Disposed of by Sale, Promissory Note | Acreage North Dakota, LLC | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Collection of notes receivable | 3,500 | |||||||||
Notes Receivable | Disposed of by Sale, Promissory Note | Viridescent Realty Trust, Inc | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Remaining balance to acquire businesses | $ 28,000 | 28,000 | 28,000 | |||||||
Collection of notes receivable | $ 26,000 | |||||||||
Number of promissory notes sold | segment | 2 | |||||||||
Disposal Group, Not Discontinued Operation, Loss on Disposal | 2,000 | |||||||||
Interest Receivable, Notes | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Loss on notes receivable | $ 2,147 | $ 1,990 | ||||||||
PATC | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Management fee expense | $ 2,500 | |||||||||
Number of payments | payment | 7 | |||||||||
Maximum obligation | $ 7,150 | $ 7,150 | $ 7,150 |
CAPITAL ASSETS, net (Details)
CAPITAL ASSETS, net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Right-of-use asset, finance leases | $ 10,865,000 | $ 10,865,000 | $ 5,077,000 | ||
Capital assets, gross | 162,960,000 | 162,960,000 | 143,390,000 | ||
Less: accumulated depreciation | (24,263,000) | (24,263,000) | (16,593,000) | ||
Capital assets, net | 138,697,000 | 138,697,000 | 126,797,000 | ||
Depreciation | 2,868,000 | $ 727,000 | 3,980,000 | $ 1,155,000 | |
Depreciation capitalized to inventory | 1,794,000 | $ 780,000 | 3,716,000 | $ 1,691,000 | |
Assets related to Michigan Operations | |||||
Property, Plant and Equipment [Line Items] | |||||
Fair value of assets held for sale | 0 | 0 | |||
Impairment | 1,907,000 | ||||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 3,828,000 | 3,828,000 | 3,777,000 | ||
Building | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 57,935,000 | 57,935,000 | 43,921,000 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 18,109,000 | 18,109,000 | 7,644,000 | ||
Furniture, fixtures and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 31,853,000 | 31,853,000 | 31,325,000 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 40,370,000 | $ 40,370,000 | $ 51,646,000 |
LEASES (Balance Sheet Informati
LEASES (Balance Sheet Information) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Right-of-use assets | ||
Operating | $ 21,258 | $ 24,598 |
Finance | 10,183 | 4,522 |
Total right-of-use assets | 31,441 | 29,120 |
Lease liabilities | ||
Operating lease liability, current | 2,244 | 2,145 |
Finance lease liability, current | 5,780 | 0 |
Operating lease liability, non-current | 20,801 | 24,255 |
Finance lease liability, noncurrent | 5,272 | 5,245 |
Total lease liabilities | $ 34,097 | $ 31,645 |
Finance lease, right-of-use asset, statement of financial position | Capital assets, net | Capital assets, net |
Finance lease, liability, current, statement of financial position, extensible list | Debt, current | Debt, current |
Finance lease, liability, non-current, statement of financial position, extensible list | Debt, non-current | Debt, non-current |
LEASES (Income Statement Inform
LEASES (Income Statement Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Short-term lease expense | $ 170 | $ (31) | $ 218 | $ 57 |
Operating lease expense | 1,144 | 1,091 | 2,392 | 2,137 |
Amortization of right of use asset | 64 | 64 | 127 | 127 |
Interest expense on lease liabilities | 329 | 187 | 541 | 371 |
Sublease income | 0 | 0 | 0 | (3) |
Net operating and finance lease cost | $ 1,537 | $ 1,342 | $ 3,060 | $ 2,632 |
LEASES (Cash Flow Statement Inf
LEASES (Cash Flow Statement Information) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||
Cash paid for operating leases | $ 2,447 | $ 2,618 |
Cash paid for finance leases - interest | $ 522 | $ 338 |
LEASES (Lease Maturities) (Deta
LEASES (Lease Maturities) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2022 | $ 2,249 | |
2023 | 4,383 | |
2024 | 4,205 | |
2025 | 4,173 | |
2026 | 4,102 | |
Thereafter | 17,865 | |
Total lease payments | 36,977 | |
Less: interest | 13,135 | |
Present value of lease liabilities | $ 23,842 | |
Weighted average remaining lease term (years) | 8 years | |
Weighted average discount rate | 10% | |
Finance Leases | ||
2022 | $ 6,179 | |
2023 | 722 | |
2024 | 743 | |
2025 | 766 | |
2026 | 789 | |
Thereafter | 12,486 | |
Total lease payments | 21,685 | |
Less: interest | 10,633 | |
Present value of lease liabilities | $ 11,052 | $ 5,245 |
Weighted average remaining lease term (years) | 2 years | |
Weighted average discount rate | 12% |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) $ in Thousands | Jun. 30, 2022 USD ($) lease |
Lessee, Lease, Description [Line Items] | |
Number of leases not yet commenced | lease | 2 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease not yet commenced, term of contract | 5 years |
Lease not yet commenced, annual base rent | $ 86 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease not yet commenced, term of contract | 10 years |
Lease not yet commenced, annual base rent | $ 360 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Retail inventory | $ 4,039 | $ 3,331 |
Wholesale inventory | 38,126 | 28,643 |
Cultivation inventory | 6,830 | 6,367 |
Supplies & other | 3,558 | 3,463 |
Total | $ 52,553 | $ 41,804 |
DEBT (Schedule of Debt) (Detail
DEBT (Schedule of Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 16, 2021 | Sep. 28, 2020 |
Debt Instrument [Line Items] | ||||
Financing liability (failed sale-leaseback) | $ 15,253 | $ 15,253 | ||
Finance lease liabilities | 11,052 | 5,245 | ||
Total debt | 201,540 | 170,734 | ||
Less: current portion of debt | 7,363 | 1,583 | ||
Total long-term debt | $ 194,177 | 169,151 | ||
7.50% Loan due April 2026 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 7.50% | 7.50% | ||
Loans | $ 31,024 | 30,763 | ||
6.10% Secured debenture due September 2030 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 6.10% | |||
Loans | $ 46,274 | 46,050 | ||
Note due December 2024 | ||||
Debt Instrument [Line Items] | ||||
Loans | $ 3,958 | 4,750 | ||
9.75% Credit facilities due January 2026 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 9.75% | 9.75% | ||
Loans | $ 93,979 | $ 68,673 |
Debt (Maturities) (Details)
Debt (Maturities) (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 6,571 |
2023 | 1,583 |
2024 | 1,584 |
2025 | 0 |
2026 | 133,011 |
Thereafter | 70,514 |
Total payments (excluding amortization of discount and issuance costs) | $ 213,263 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) $ / shares in Units, shares in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Dec. 16, 2021 USD ($) leverage_ratio | Sep. 28, 2020 USD ($) $ / shares shares | Sep. 23, 2020 USD ($) | Nov. 30, 2020 USD ($) payment | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Interest expense | $ 5,520,000 | $ 5,595,000 | $ 10,301,000 | $ 10,452,000 | |||||
Amortization of debt issuance costs | 377,000 | 523,000 | 751,000 | 783,000 | |||||
Debt discount amortization | 294,000 | $ 2,421,000 | 552,000 | 3,273,000 | |||||
Discounts | 5,444,000 | 5,444,000 | $ 6,194,000 | ||||||
Debt issuance costs | 6,279,000 | 6,279,000 | 6,320,000 | ||||||
Interest payable | $ 3,454,000 | 3,454,000 | $ 1,432,000 | ||||||
Repayment of short-term debt | $ 18,000,000 | ||||||||
Amendment fee | $ 413,000 | ||||||||
Number of debt payments | payment | 10 | ||||||||
Proceeds from issuance of debt | $ 25,000,000 | $ 4,540,000 | |||||||
CanWell Settlement | |||||||||
Debt Instrument [Line Items] | |||||||||
Accrued loss contingency loss | $ 7,750,000 | ||||||||
Universal Hemp | Investment Partnership | |||||||||
Debt Instrument [Line Items] | |||||||||
Financial interest in the Investment partnership | 100% | ||||||||
11065220 Canada Inc | Canopy Growth | Canopy Growth | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 100,000,000 | ||||||||
Investment Partnership | Universal Hemp | Investment Partnership | |||||||||
Debt Instrument [Line Items] | |||||||||
Financial interest in the Investment partnership | 100% | ||||||||
Class B Units | Investment Partnership | Universal Hemp | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of shares acquired (in shares) | shares | 34,019 | ||||||||
Par value (USD per share) | $ / shares | $ 1 | ||||||||
Class B Units | Investment Partnership | Universal Hemp | Investment Partnership | |||||||||
Debt Instrument [Line Items] | |||||||||
Financial interest in the Investment partnership | 100% | ||||||||
Class A Units | Investment Partnership | Universal Hemp | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount invested | $ 1,019,000 | ||||||||
Debenture | 11065220 Canada Inc | Canopy Growth | Canopy Growth | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 6.10% | ||||||||
Debenture amount, amount advanced | $ 50,000,000 | ||||||||
Debenture amount, amount to be advanced | $ 50,000,000 | ||||||||
Debt term | 10 years | ||||||||
6.10% Secured debenture due September 2030 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 6.10% | 6.10% | 6.10% | ||||||
Securities Purchase Agreement | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of short-term debt | $ 11,000,000 | ||||||||
7.50% Loan due April 2026 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 7.50% | 7.50% | 7.50% | ||||||
Debenture amount, amount advanced | $ 33,000,000 | ||||||||
Debt issuance costs | $ 959,000 | ||||||||
Debt term | 3 years | ||||||||
9.75% Credit facilities due January 2026 | |||||||||
Debt Instrument [Line Items] | |||||||||
Discounts | 4,000,000 | ||||||||
Debt issuance costs | $ 1,500,000 | ||||||||
Stated interest rate | 9.75% | 9.75% | 9.75% | ||||||
Face amount | $ 150,000,000 | ||||||||
Proceeds from issuance of debt | $ 75,000,000 | ||||||||
Collateral assignment agreements percent | 1% | ||||||||
Unused line fee, percentage | 3% | ||||||||
Number of leverage ratios | leverage_ratio | 2 | ||||||||
Debt instrument fee amount | $ 500,000 | ||||||||
9.75% Credit Facilities Due January 2026, Initial Draw | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | 75,000,000 | ||||||||
9.75% Credit Facilities Due January 2026, Delayed Draw | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 25,000,000 | ||||||||
Delayed draw, term for issuance | 12 months | ||||||||
9.75% Credit Facilities Due January 2026, Committed Accordion Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 50,000,000 | ||||||||
6.10% Secured debenture due September 2030 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 6.10% | 6.10% | |||||||
6.10% Secured debenture due September 2030 | Universal Hemp | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 6.10% | 6.10% |
SHAREHOLDERS_ EQUITY AND NON-_3
SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS (Schedule of Stock by Class) (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2022 shares | |
Class Of Stock [Roll Forward] | |
Common stock, outstanding, beginning (in shares) | 106,903 |
Treasury stock, period start (in shares) | (842) |
Common stock, outstanding, ending (in shares) | 109,189 |
Treasury stock, period end (in shares) | (842) |
Fixed Shares | Pubco | |
Class Of Stock [Roll Forward] | |
Common stock, outstanding, beginning (in shares) | 74,665 |
Issuances (in shares) | 1,482 |
Common stock, outstanding, ending (in shares) | 76,147 |
Floating Shares | Pubco | |
Class Of Stock [Roll Forward] | |
Common stock, outstanding, beginning (in shares) | 32,962 |
Issuances (in shares) | 804 |
Common stock, outstanding, ending (in shares) | 33,766 |
Fixed Shares Held in Treasury | Pubco | |
Class Of Stock [Roll Forward] | |
Treasury stock, period start (in shares) | (589) |
Issuances (in shares) | 0 |
Treasury stock, period end (in shares) | (589) |
Floating Shares Held in Treasury | Pubco | |
Class Of Stock [Roll Forward] | |
Treasury stock, period start (in shares) | (253) |
Issuances (in shares) | 0 |
Treasury stock, period end (in shares) | (253) |
Fixed Multiple Shares | Pubco | |
Class Of Stock [Roll Forward] | |
Common stock, outstanding, beginning (in shares) | 118 |
Issuances (in shares) | 0 |
Common stock, outstanding, ending (in shares) | 118 |
Total Shares Outstanding | Pubco | |
Class Of Stock [Roll Forward] | |
Common stock, outstanding, beginning (in shares) | 106,903 |
Issuances (in shares) | 2,286 |
Common stock, outstanding, ending (in shares) | 109,189 |
SHAREHOLDERS_ EQUITY AND NON-_4
SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS (Warrants) (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2022 shares | |
Fixed Shares | |
Class Of Warrant Or Right [Roll Forward] | |
Beginning balance (in shares) | 5,817 |
Expired (in shares) | 0 |
Ending balance (in shares) | 5,817 |
Floating Shares | |
Class Of Warrant Or Right [Roll Forward] | |
Beginning balance (in shares) | 2,524 |
Expired (in shares) | 0 |
Ending balance (in shares) | 2,524 |
SHAREHOLDERS_ EQUITY AND NON-_5
SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS (Warrants Narrative) (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares | |
Class of Warrant or Right [Line Items] | |
Warrants term | 4 years |
Warrant contractual weighted average life remaining (in years) | 2 years 7 months 6 days |
Aggregate intrinsic value | $ | $ 0 |
Fixed Shares | Minimum | |
Class of Warrant or Right [Line Items] | |
Exercise price (USD per share) | $ 3.15 |
Fixed Shares | Maximum | |
Class of Warrant or Right [Line Items] | |
Exercise price (USD per share) | 4 |
Floating Shares | Minimum | |
Class of Warrant or Right [Line Items] | |
Exercise price (USD per share) | 3.01 |
Floating Shares | Maximum | |
Class of Warrant or Right [Line Items] | |
Exercise price (USD per share) | $ 4 |
SHAREHOLDERS_ EQUITY AND NON-_6
SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS (NCI Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | |
Class of Stock [Line Items] | |||||
USCo2 conversion, fixed share | 0.7 | 0.7 | |||
USCo2 conversion, floating share | 0.3 | 0.3 | |||
USCo2 Ownership of HSCP | 0.51% | 0.51% | |||
USCo2 Voting Shares held by Pubco | 71.33% | 71.33% | |||
USCo2 non-voting shares | 28.67% | 28.67% | |||
HSCP ownership by LLC members | 16.45% | 16.45% | |||
HSCP owned by Pubco | 83.04% | 83.04% | |||
NCI adjustments for changes in ownership | $ 0 | $ 0 | $ 0 | $ 0 | |
Non-controlling Interests | |||||
Class of Stock [Line Items] | |||||
NCI adjustments for changes in ownership | $ 4,524 | $ (5) | $ 1,463 | $ (601) | $ 862 |
SHAREHOLDERS_ EQUITY AND NON-_7
SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS (Noncontrolling Interest Balance Sheet Allocation) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Subsidiary-specific information [Line Items] | ||
Current assets | $ 106,107 | $ 112,979 |
Non-current assets | 387,085 | 378,572 |
Current liabilities | (70,713) | (66,793) |
Non-current liabilities | (242,443) | (220,488) |
Total NCI | 4,097 | 7,003 |
HSCP LLC | ||
Subsidiary-specific information [Line Items] | ||
Current assets | 106,072 | 113,011 |
Non-current assets | 384,431 | 375,807 |
Current liabilities | (18,924) | (29,256) |
Non-current liabilities | (218,527) | (195,791) |
Other NCI balances | (718) | (718) |
Accumulated equity-settled expenses | (232,411) | (226,596) |
Net assets | 19,923 | 36,457 |
Net assets allocated to USCo2/HSCP | 3,379 | 6,285 |
Net assets attributable to other NCIs | $ 718 | $ 718 |
HSCP LLC | HSCP/USCo2 | ||
Subsidiary-specific information [Line Items] | ||
HSCP/USCo2 ownership % of HSCP | 16.96% | 17.24% |
SHAREHOLDERS_ EQUITY AND NON-_8
SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS (Noncontrolling Interest, P&L Allocation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsidiary-specific information [Line Items] | ||||||
Net loss allocable to HSCP/USCo2 | $ (10,603) | $ (13,911) | $ (3,306) | $ (8,642) | $ (24,514) | $ (11,947) |
Net loss attributable to NCIs | (674) | (753) | (1,891) | (1,586) | ||
HSCP LLC | ||||||
Subsidiary-specific information [Line Items] | ||||||
Net loss allocable to HSCP/USCo2 | $ (3,958) | $ (4,281) | $ (11,040) | $ (8,830) | ||
HSCP/USCo2 weighted average ownership % of HSCP | 16.98% | 17.71% | 17.13% | 18.06% | ||
Net loss allocated to HSCP/USCo2 | $ (672) | $ (758) | $ (1,891) | $ (1,595) | ||
Net loss allocated to other NCIs | $ (2) | $ 5 | $ 0 | $ 9 |
SHAREHOLDERS_ EQUITY AND NON-_9
SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS (Schedule of Conversions by Stock) (Details) - shares shares in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Convertible Units Outstanding [Roll Forward] | |||
Beginning balance | 23,076 | 24,142 | 24,142 |
NCI units converted to Pubco | 0 | (1,066) | |
Ending balance | 23,076 | ||
Antidilutive shares (in shares) | 37,472 | 43,247 |
EQUITY-BASED COMPENSATION EXP_3
EQUITY-BASED COMPENSATION EXPENSE (Expense by Plan) (Details) - Equity-based compensation - Plan shares in Thousands | 6 Months Ended |
Jun. 30, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of outstanding stock | 15% |
Shares available for grant (in shares) | 13,911 |
EQUITY-BASED COMPENSATION EXP_4
EQUITY-BASED COMPENSATION EXPENSE (RSU) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 23, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Weighted Average Grant Date Fair Value | |||||
Equity-based compensation expense | $ 1,655 | $ 6,981 | $ 5,814 | $ 13,023 | |
Restricted Stock Units (RSUs) | |||||
Weighted Average Grant Date Fair Value | |||||
Granted (USD per share) | $ 6.41 | ||||
Requisite service period | 3 years | ||||
Equity-based compensation expense | 1,512 | 5,927 | $ 5,389 | 10,952 | |
Fair value | 1,451 | $ 8,659 | $ 3,333 | $ 14,326 | |
Weighted average remaining contractual term | 1 year | ||||
Aggregate intrinsic value, outstanding | 1,556 | $ 1,556 | |||
Unrecognized compensation expense | $ 10,459 | $ 10,459 | |||
Unrecognized compensation expense, period | 1 year | ||||
Restricted Stock Units, Fixed | |||||
RSUs | |||||
Beginning Balance (shares) | 3,188 | ||||
Granted (shares) | 28 | ||||
Forfeited (shares) | (262) | ||||
Vested (shares) | (1,598) | ||||
Ending Balance (shares) | 1,356 | 1,356 | |||
Vested and unreleased (shares) | 248 | 248 | |||
Weighted Average Grant Date Fair Value | |||||
Beginning Balance (USD per share) | $ 7.30 | ||||
Granted (USD per share) | 1.35 | ||||
Forfeited (USD per share) | 2.63 | ||||
Vested (USD per share) | 8.85 | ||||
Ending Balance (USD per share) | $ 6.27 | 6.27 | |||
Vested and unreleased (USD per share) | 5.34 | 5.34 | |||
Outstanding (USD per share) | $ 6.12 | $ 6.12 | |||
Restricted Stock Units, Floating | |||||
RSUs | |||||
Beginning Balance (shares) | 1,262 | ||||
Granted (shares) | 95 | ||||
Forfeited (shares) | (69) | ||||
Vested (shares) | (752) | ||||
Ending Balance (shares) | 536 | 536 | |||
Vested and unreleased (shares) | 116 | 116 | |||
Weighted Average Grant Date Fair Value | |||||
Beginning Balance (USD per share) | $ 7.39 | ||||
Granted (USD per share) | 1.19 | ||||
Forfeited (USD per share) | 2.53 | ||||
Vested (USD per share) | 7.98 | ||||
Ending Balance (USD per share) | $ 6.09 | 6.09 | |||
Vested and unreleased (USD per share) | 4 | 4 | |||
Outstanding (USD per share) | $ 5.72 | $ 5.72 |
EQUITY-BASED COMPENSATION EXP_5
EQUITY-BASED COMPENSATION EXPENSE (Options) (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Weighted Average Exercise Price | ||||
Weighted average remaining contractual term | 6 years | |||
Weighted average remaining contractual term, exercisable | 6 years | |||
Equity-based compensation expense | $ 1,655,000 | $ 6,981,000 | $ 5,814,000 | $ 13,023,000 |
Cost not yet recognized | $ 531,000 | $ 531,000 | ||
Fixed Shares | ||||
Options | ||||
Beginning balance (shares) | 1,529 | |||
Forfeited (shares) | (36) | |||
Exercisable (shares) | 1,220 | 1,220 | ||
Weighted Average Exercise Price | ||||
Beginning balance (USD per share) | $ 11.07 | |||
Forfeited (USD per share) | 5.74 | |||
Ending balance (USD per share) | $ 11.20 | 11.20 | ||
Exercisable (USD per share) | $ 12.90 | $ 12.90 | ||
Aggregate intrinsic value for options outstanding | $ 0 | $ 0 | ||
Floating Shares | ||||
Options | ||||
Beginning balance (shares) | 2,414 | |||
Forfeited (shares) | (88) | |||
Expired (shares) | (20) | |||
Exercisable (shares) | 1,921 | 1,921 | ||
Weighted Average Exercise Price | ||||
Beginning balance (USD per share) | $ 3.06 | |||
Forfeited (USD per share) | 2.58 | |||
Expired (USD per share) | 2.55 | |||
Ending balance (USD per share) | $ 3.09 | 3.09 | ||
Exercisable (USD per share) | $ 3.14 | $ 3.14 | ||
Options | ||||
Weighted Average Exercise Price | ||||
Vesting period | 3 years | |||
Equity-based compensation expense | $ 143,000 | $ 1,054,000 | $ 425,000 | $ 2,071,000 |
Unrecognized compensation expense, period | 1 year | |||
Options | Minimum | ||||
Weighted Average Exercise Price | ||||
Expiration period | 5 years | |||
Weighted average remaining contractual term | 4 years | |||
Options | Maximum | ||||
Weighted Average Exercise Price | ||||
Expiration period | 10 years | |||
Weighted average remaining contractual term | 5 years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Commitments and Prior Plan of Arrangement with Canopy Growth) (Details) $ in Thousands | Jun. 30, 2022 USD ($) | Jun. 19, 2019 company |
Commitments and Contingencies Disclosure [Abstract] | ||
Maximum obligation under lines of credit receivable | $ | $ 15,150 | |
Number of companies involved In agreement | company | 2 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Second Amendment to the Arrangement Agreement) (Details) $ / shares in Units, $ in Thousands | Sep. 23, 2020 USD ($) $ / shares shares |
Business Acquisition [Line Items] | |
Cash payment | $ | $ 37,500 |
Fixed shares percent - canopy reorganization | $ / shares | $ 0.3048 |
Exerciseable period - canopy reorganization | 30 days |
Expiration period - canopy reorganization | 10 years |
Canopy Growth | |
Business Acquisition [Line Items] | |
Maximum number of shares allowed for issuance under agreement (in shares) | 32,700,000 |
Restricted Stock Units (RSUs) | |
Business Acquisition [Line Items] | |
Weighted average grant date fair value (USD per share) | $ / shares | $ 6.41 |
Fixed Shares | |
Business Acquisition [Line Items] | |
Percent of share - canopy reorganization | 0.7 |
Floating Shares | |
Business Acquisition [Line Items] | |
Percent of share - canopy reorganization | 0.3 |
PVS, Fixed Shares | |
Business Acquisition [Line Items] | |
Canopy reorganization, shares exchanged (in shares) | 28 |
PVS, Floating Shares | |
Business Acquisition [Line Items] | |
Canopy reorganization, shares exchanged (in shares) | 12 |
Fixed Multiple Share | |
Business Acquisition [Line Items] | |
Percent of share - canopy reorganization | 0.7 |
Floating Multiple Share | |
Business Acquisition [Line Items] | |
Percent of share - canopy reorganization | 0.3 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Debenture) (Details) - Canopy Growth - Canopy Growth - 11065220 Canada Inc | Sep. 23, 2020 USD ($) |
Business Acquisition [Line Items] | |
Face amount | $ 100,000,000 |
Debenture | |
Business Acquisition [Line Items] | |
Debenture amount, amount advanced | 50,000,000 |
Debenture amount, amount to be advanced | $ 50,000,000 |
EBITDA ratio measurement period | 90 days |
Interest coverage ratio | 2 |
Stated interest rate | 6.10% |
Debt term | 10 years |
Period non-core divestitures are completed | 18 months |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Surety Bonds) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Indemnification obligation, surety bonds | $ 5,000 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Canwell Settlement) (Details) - CanWell Settlement - USD ($) $ in Thousands | 1 Months Ended | 20 Months Ended |
Nov. 30, 2020 | Jun. 30, 2022 | |
Loss Contingencies [Line Items] | ||
Accrued loss contingency loss | $ 7,750 | |
Repayments of promissory note | $ 3,792 |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES (New York Outstanding Litigation and Lease Dispute) (Details) | Nov. 02, 2018 defendant |
New York Outstanding Litigation | |
Loss Contingencies [Line Items] | |
Number of defendants | 16 |
COMMITMENTS AND CONTINGENCIES_7
COMMITMENTS AND CONTINGENCIES (Compass Neuroceuticals Litigation) (Details) - Acreage Georgia Vs Compass - USD ($) $ in Thousands | 1 Months Ended | ||
Jul. 13, 2022 | Mar. 08, 2022 | Feb. 28, 2021 | |
Loss Contingencies [Line Items] | |||
Litigation, amount sought from other party | $ 1,000 | ||
Loss contingency, damages sought | $ 9,000 | ||
Amount awarded to the Company | $ 694 | ||
Subsequent Event | |||
Loss Contingencies [Line Items] | |||
Amount awarded to the Company | $ 694 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ / shares in Units, shares in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Dec. 16, 2021 USD ($) | Sep. 28, 2020 USD ($) $ / shares shares | Sep. 23, 2020 USD ($) | Apr. 30, 2022 USD ($) | Jun. 30, 2021 segment | May 31, 2021 USD ($) promissor_Note | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Number of promissory notes sold | promissor_Note | 2 | |||||||
Amount invested | $ 34,019,000 | |||||||
Repayment of short-term debt | $ 18,000,000 | |||||||
Universal Hemp | Investment Partnership | ||||||||
Related Party Transaction [Line Items] | ||||||||
Financial interest in the Investment partnership | 100% | |||||||
6.10% Secured debenture due September 2030 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stated interest rate | 6.10% | 6.10% | 6.10% | |||||
7.50% Loan due April 2026 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stated interest rate | 7.50% | 7.50% | 7.50% | |||||
Debenture amount, amount advanced | $ 33,000,000 | |||||||
Debt issuance costs | 959,000 | |||||||
9.75% Credit facilities due January 2026 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stated interest rate | 9.75% | 9.75% | 9.75% | |||||
Face amount | $ 150,000,000 | |||||||
Unused line fee, percentage | 3% | |||||||
9.75% Credit Facilities Due January 2026, Initial Draw | ||||||||
Related Party Transaction [Line Items] | ||||||||
Face amount | $ 75,000,000 | |||||||
9.75% Credit Facilities Due January 2026, Delayed Draw | ||||||||
Related Party Transaction [Line Items] | ||||||||
Face amount | 25,000,000 | |||||||
Proceeds from delayed draw facility | $ 25,000,000 | |||||||
9.75% Credit Facilities Due January 2026, Committed Accordion Facility | ||||||||
Related Party Transaction [Line Items] | ||||||||
Face amount | 50,000,000 | |||||||
Notes Receivable | Disposed of by Sale, Promissory Note | Viridescent Realty Trust, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of promissory notes sold | segment | 2 | |||||||
Proceeds from sale of finance receivables | $ 28,000 | |||||||
Notes Receivable | Disposed of by Sale, Additional Cash | Viridescent Realty Trust, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from sale of finance receivables | $ 26,000 | |||||||
Third-Party Syndicated Affiliates | 9.75% Credit facilities due January 2026 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument, committed amount | 70,000,000 | |||||||
Viridescent Realty Trust, Inc | 9.75% Credit facilities due January 2026 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument, committed amount | 30,000,000 | |||||||
Interest expense, related party | $ 786,000 | $ 1,391,000 | ||||||
Viridescent Realty Trust, Inc | 9.75% Credit Facilities Due January 2026, Initial Draw | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument, committed amount | $ 100,000,000 | |||||||
Universal Hemp | Universal Hemp | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount invested | $ 34,019,000 | |||||||
High Street or its wholly owned subsidiaries | Michigan Consulting Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting fees or rents paid | $ 0 | |||||||
Class B Units | MB Melody LP | Universal Hemp | Investment Partnership | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares acquired (in shares) | shares | 34,019 | |||||||
Par value (USD per share) | $ / shares | $ 1 | |||||||
Debenture | Universal Hemp | Canopy Growth | Canopy Growth | Universal Hemp | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debenture amount, amount advanced | $ 50,000,000 | |||||||
Debt issuance costs | $ 4,025,000 | |||||||
Convertible Debt | Securities Purchase Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Repayment of short-term debt | $ 11,000,000 |
REPORTABLE SEGMENTS (Details)
REPORTABLE SEGMENTS (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Net loss attributable to common shareholders of the Company | $ (9,929) | $ (2,553) | $ (22,623) | $ (10,361) | ||||
Weighted average shares outstanding - basic (in share) | 108,230 | 104,853 | [1] | 107,569 | 103,605 | [1] | ||
Effect of dilutive securities (in shares) | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Weighted average shares - diluted (in share) | 108,230 | 104,853 | [1] | 107,569 | 103,605 | [1] | ||
Net loss per share attributable to common shareholders of the Company - basic (USD per share) | $ (0.09) | $ (0.02) | [1] | $ (0.21) | $ (0.10) | [1] | ||
Net loss per share attributable to common shareholders of the Company - diluted (USD per share) | $ (0.09) | $ (0.02) | [1] | $ (0.21) | $ (0.10) | [1] | ||
Antidilutive shares (in shares) | 37,472 | 43,247 | ||||||
Convertible NCI units outstanding | 23,076 | 24,142 | ||||||
Restricted Stock Units, Fixed | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive shares (in shares) | 1,604 | 1,604 | ||||||
Restricted Stock Units, Floating | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive shares (in shares) | 652 | 652 | ||||||
Fixed Shares | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive shares (in shares) | 1,493 | 1,493 | ||||||
Floating Shares | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive shares (in shares) | 2,306 | 2,306 | ||||||
Fixed Warrants | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive shares (in shares) | 5,817 | 7,131 | 5,817 | 7,131 | ||||
Floating Warrants | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive shares (in shares) | 2,524 | 3,087 | 2,524 | 3,087 | ||||
Restricted Stock Units, Fixed | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive shares (in shares) | 4,084 | 4,084 | ||||||
Restricted Stock Units, Floating | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive shares (in shares) | 1,912 | 1,912 | ||||||
Fixed Shares | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive shares (in shares) | 1,533 | 1,533 | ||||||
Floating Shares | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive shares (in shares) | 2,424 | 2,424 | ||||||
NCI Convertible Units | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive shares (in shares) | 23,076 | 23,076 | 23,076 | |||||
Convertible NCI units outstanding | 23,076 | 23,076 | ||||||
[1]Presentation of June 30, 2021 figures have been revised. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Oregon retail dispensaries $ in Thousands | 1 Months Ended | ||
Jul. 05, 2022 USD ($) dispensary | Sep. 30, 2021 USD ($) dispensary | Jun. 30, 2022 USD ($) | |
Held-for-sale | |||
Subsequent Event [Line Items] | |||
Number of dispensaries to be sold | dispensary | 4 | ||
Promissory notes | $ 6,500 | $ 6,200 | |
Cash consideration | $ 250 | ||
Promissory note term | 10 months | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of dispensaries to be sold | dispensary | 4 | ||
Subsequent Event | Held-for-sale | |||
Subsequent Event [Line Items] | |||
Promissory notes | $ 6,200 | ||
Cash consideration | 100 | ||
Remaining balance to acquire businesses | $ 5,850 | ||
Promissory note term | 36 months | ||
Promissory note stated interest rate (percent) | 12% | ||
Annual principal payments | $ 1,000 |