Cover
Cover | 9 Months Ended |
Mar. 27, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
Entity Registrant Name | MEDMEN ENTERPRISES INC. |
Entity Central Index Key | 0001776932 |
Entity Tax Identification Number | 98-1431779 |
Entity Incorporation, State or Country Code | A1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | true |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Current Assets: | |||
Cash and Cash Equivalents | $ 21,313,672 | $ 9,418,501 | |
Cash and Cash Equivalents | 10,093,925 | $ 33,226,370 | |
Restricted Cash | 730 | 1,029 | |
Restricted Cash | 9,873 | 55,618 | |
Accounts Receivable and Prepaid Expenses | 6,658,615 | 5,532,044 | |
Accounts Receivable | 963,997 | 621,945 | |
Current Portion of Prepaid Rent - Related Party | 1,580,205 | ||
Prepaid Expenses | 4,662,764 | 13,897,904 | |
Inventory | 17,047,620 | 18,976,978 | |
Inventory | 22,638,120 | 25,481,122 | |
Current Assets Held for Sale | 64,216,871 | 37,900,006 | |
Current Assets Held for Sale | 33,459,879 | 7,395,018 | |
Other Current Assets | 8,177,203 | 9,105,457 | 18,913,039 |
Due from Related Party | 3,109,717 | 4,921,455 | |
Total Current Assets | 117,414,711 | 84,043,732 | 106,092,676 |
Prepaid Rent - Related Party, Net of Current Portion | 4,327,077 | ||
Operating Lease Right-of-Use Assets | 74,873,584 | 95,262,366 | |
Operating Lease Right-of-Use Assets | 116,354,828 | ||
Property and Equipment, Net | 134,176,989 | 163,623,095 | |
Property and Equipment, Net | 174,547,867 | 232,895,281 | |
Intangible Assets, Net | 115,334,085 | 136,405,145 | |
Intangible Assets, Net | 148,081,030 | 201,101,415 | |
Goodwill | 32,900,458 | 32,900,458 | |
Goodwill | 33,861,150 | 53,786,872 | |
Non-Current Assets Held for Sale | 46,228,551 | ||
Non-Current Assets Held for Sale | 56,970,526 | ||
Other Assets | 12,630,961 | 15,800,257 | |
Other Assets | 17,374,997 | 32,302,547 | |
TOTAL ASSETS | 487,330,788 | 574,263,604 | 687,476,394 |
Current Liabilities: | |||
Accounts Payable and Accrued Liabilities | 58,087,253 | 75,425,161 | |
Accounts Payable and Accrued Liabilities | 79,530,930 | 47,610,197 | |
Income Taxes Payable | 51,795,935 | 38,770,314 | |
Income Taxes Payable | 38,599,349 | 13,658,111 | |
Other Current Liabilities | 20,722,125 | 20,278,381 | |
Other Current Liabilities | 19,732,305 | 3,646,380 | |
Derivative Liabilities | 546,076 | 9,343,485 | |
Current Portion of Operating Lease Liabilities | 8,704,279 | 8,318,506 | |
Current Portion of Operating Lease Liabilities | 9,757,669 | ||
Current Portion of Finance Lease Liabilities | 204,770 | 1,644,044 | |
Current Portion of Notes Payable | 97,169,640 | 16,188,668 | 21,998,522 |
Current Liabilities Held for Sale | 18,659,038 | 3,641,620 | |
Current Liabilities Held for Sale | 44,523,220 | 24,033,005 | |
Due to Related Party | 1,476,921 | 4,556,814 | 5,640,817 |
Total Current Liabilities | 282,684,143 | 189,214,893 | 109,693,067 |
Operating Lease Liabilities, Net of Current Portion | 131,045,238 | ||
Operating Lease Liabilities, Net of Current Portion | 96,779,586 | 110,928,400 | |
Finance Lease Liabilities, Net of Current Portion | 28,440,822 | 58,569,498 | 12,230,848 |
Other Non-Current Liabilities | 3,790,561 | 4,215,533 | 24,929,028 |
Non-Current Liabilities Held for Sale | 7,185,447 | ||
Non-Current Liabilities Held for Sale | 28,502,256 | ||
Deferred Tax Liabilities | 48,105,032 | 40,543,074 | |
Deferred Tax Liabilities | 48,928,492 | 84,562,776 | |
Senior Secured Convertible Credit Facility | 157,065,410 | 166,368,463 | 86,855,415 |
Notes Payable, Net of Current Portion | 92,845,744 | 152,809,937 | 150,749,037 |
TOTAL LIABILITIES | 709,711,298 | 751,152,054 | 476,205,618 |
MEZZANINE EQUITY | |||
Super Voting Shares (no par value, unlimited shares authorized, 0 nil and 815,295 shares issued and outstanding as of March 27, 2021 and June 27, 2020, respectively) | 82,500 | 164,999 | |
SHAREHOLDERS’ EQUITY: | |||
Preferred Shares (no par value, unlimited shares authorized and no shares issued and outstanding) | |||
Subordinate Voting Shares (no par value, unlimited shares authorized, 625,769,627 and 403,907,218 shares issued and outstanding as of March 27, 2021 and June 27, 2020, respectively) | |||
Additional Paid-In Capital | 892,713,747 | 791,172,613 | |
Additional Paid-In Capital | 791,172,612 | 613,356,006 | |
Accumulated Deficit | (679,595,695) | (631,365,866) | |
Accumulated Deficit | (631,365,865) | (370,382,824) | |
Total Equity Attributable to Shareholders of MedMen Enterprises Inc. | 213,118,052 | 159,889,247 | 243,138,181 |
Non-Controlling Interest | (435,498,562) | (336,777,697) | (31,867,405) |
TOTAL SHAREHOLDERS’ EQUITY | (222,380,510) | (176,888,450) | 211,270,776 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 487,330,788 | $ 574,263,604 | $ 687,476,394 |
Unaudited Interim Condensed C_2
Unaudited Interim Condensed Consolidated Balance Sheets (Parenthetical) - shares | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Super Voting Shares [Member] | |||
Class of Warrant or Right [Line Items] | |||
Super voting shares issued | 0 | 815,295 | 1,630,590 |
Super voting shares outstanding | 0 | 815,295 | 1,630,590 |
Subordinate Voting Shares [Member] | |||
Class of Warrant or Right [Line Items] | |||
Subordinate voting, shares issued | 625,769,627 | 403,907,218 | 173,010,922 |
Subordinate voting, shares outstanding | 625,769,627 | 403,907,218 | 173,010,922 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Income Statement [Abstract] | ||||||
Revenue | $ 32,028,679 | $ 44,064,955 | $ 96,390,475 | $ 123,391,681 | $ 157,112,281 | $ 119,919,169 |
Cost of Goods Sold | 18,707,174 | 30,429,063 | 50,666,827 | 78,575,746 | 98,991,307 | 64,468,357 |
Gross Profit | 13,321,505 | 13,635,892 | 45,723,648 | 44,815,935 | 58,120,974 | 55,450,812 |
Expenses: | ||||||
General and Administrative | 28,939,691 | 42,957,935 | 89,686,896 | 150,774,000 | 200,273,872 | 239,344,688 |
Sales and Marketing | 127,570 | 1,047,996 | 524,209 | 10,440,773 | 10,641,912 | 27,548,784 |
Depreciation and Amortization | 7,950,490 | 7,476,622 | 24,837,550 | 22,351,909 | 39,953,805 | 22,055,590 |
Realized and Unrealized Gain on Changes in Fair Value of Contingent Consideration | 962,791 | 390,727 | 8,462,116 | 8,951,801 | ||
Impairment Expense | 1,573,563 | 2,363,272 | 239,509,415 | |||
Loss on Disposals of Assets, Restructuring Fees and Other Expense | 6,233,034 | 16,542,840 | ||||
Other Operating Expense (Income) | 1,558,530 | 1,848,209 | (24,818,043) | 6,783,169 | ||
Total Expenses | 40,149,844 | 54,293,553 | 92,984,611 | 198,811,967 | 505,563,839 | 305,491,902 |
Loss from Operations | (26,828,339) | (40,657,661) | (47,260,963) | (153,996,032) | (447,442,865) | (250,041,090) |
Other Expense (Income): | ||||||
Interest Expense | 10,114,050 | 7,136,316 | 26,574,962 | 21,313,190 | 40,425,315 | 12,381,121 |
Interest Income | (41,915) | (126,089) | (582,980) | (760,809) | (766,035) | (701,790) |
Amortization of Debt Discount and Loan Origination Fees | 8,166,700 | 1,511,085 | 14,634,267 | 3,289,863 | 9,061,967 | 8,308,751 |
Change in Fair Value of Derivatives | (1,938,995) | (11,725) | (2,066,495) | (8,041,429) | (8,797,409) | (3,908,722) |
Realized and Unrealized Gain on Investments, Assets Held For Sale and Other Assets | (86,124) | (16,600,604) | (16,373,788) | (4,259,000) | ||
Loss on Extinguishment of Debt | 6,420,526 | 11,570,696 | 17,493,887 | 43,800,931 | 44,355,401 | 1,164,054 |
Total Other Expense | 22,720,366 | 19,994,159 | 56,053,641 | 43,001,142 | 67,905,451 | 12,984,414 |
Loss from Continuing Operations Before Provision for Income Taxes | (49,548,705) | (60,651,820) | (103,314,604) | (196,997,174) | (515,348,316) | (263,025,504) |
Provision for Income Tax Benefit | 32,207,910 | 13,836,022 | (2,101,121) | 47,088,266 | 39,598,946 | 6,369,046 |
Net Loss from Continuing Operations | (17,340,795) | (46,815,798) | (105,415,725) | (149,908,908) | (475,749,370) | (256,656,458) |
Net Loss from Discontinued Operations, Net of Taxes | 7,609,983 | (5,843,713) | (6,023,429) | (58,797,102) | (50,781,039) | (1,264,196) |
Net Loss | (9,730,812) | (52,659,511) | (111,439,154) | (208,706,010) | (526,530,409) | (257,920,654) |
Net Loss Attributable to Non-Controlling Interest | 3,987,882 | (27,687,295) | (26,105,114) | (118,260,518) | (279,266,058) | (188,840,766) |
Net Loss Attributable to Shareholders of MedMen Enterprises Inc. | $ (13,718,694) | $ (24,972,216) | $ (85,334,040) | $ (90,445,492) | $ (247,264,351) | $ (69,079,888) |
Loss Per Share - Basic and Diluted: | ||||||
From Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. | $ (0.04) | $ (0.06) | $ (0.18) | $ (0.48) | $ (0.73) | $ (0.64) |
From Discontinued Operations Attributable to Shareholders of MedMen Enterprises, Inc. | $ 0.01 | $ (0.02) | $ (0.01) | $ (0.89) | $ (0.19) | $ (0.01) |
Weighted-Average Shares Outstanding - Basic and Diluted | 541,029,620 | 315,384,911 | 482,213,951 | 65,930,969 | 270,418,842 | 105,915,105 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Super Voting [Member] | Subordinate Voting [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total Equity Attributable To Shareholders Of Medmen [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Jul. 01, 2018 | $ 164,999 | $ 172,441,570 | $ (63,757,867) | $ 108,848,702 | $ 85,728,414 | $ 194,577,116 | |
Balance, shares at Jul. 01, 2018 | 1,630,590 | 45,215,976 | |||||
Net Loss | (69,079,888) | (69,079,888) | (188,840,766) | (257,920,654) | |||
Bought Deal Equity Financing, net | 115,289,679 | 115,289,679 | 115,289,679 | ||||
Bought Deal Equity Financing, net, shares | 29,321,818 | ||||||
Derivative Liability Incurred on Issuance of Equity | (13,252,207) | (13,252,207) | (13,252,207) | ||||
At-the-Market Equity Financing Program, net | 13,306,096 | 13,306,096 | 13,306,096 | ||||
At-the-Market Equity Financing Program, Net, shares | 5,168,500 | ||||||
Shares Issued to Settle Debt | 2,170,163 | 2,170,163 | 2,170,163 | ||||
Shares Issued to Settle Debt and Accrued Interest, shares | 632,130 | ||||||
Shares Issued for Debt Issuance Costs | 5,836,550 | 5,836,550 | 5,836,550 | ||||
Shares Issued for Debt Issuance Costs, shares | 2,691,141 | ||||||
Asset Acquisitions | 5,097,436 | 5,097,436 | 5,097,436 | ||||
Redemption of LLC Redeemable Units | 16,768,120 | 7,671,349 | 24,439,469 | (24,439,469) | |||
Redemption of LLC Redeemable Units, shares | 5,566,993 | ||||||
Other Assets | 2,986,501 | 2,986,501 | 2,986,501 | ||||
Other Assets, shares | 919,711 | ||||||
Acquisition Costs | 515,500 | 515,500 | 515,500 | ||||
Acquisition Costs, shares | 159,435 | ||||||
Asset Acquisitions, shares | 1,658,884 | ||||||
Acquisition of Non-Controlling Interest | 33,035,817 | (33,132,366) | (96,549) | 96,549 | |||
Acquisition of Non-Controlling Interest, shares | 9,736,870 | ||||||
Equity Component of Debt | 7,548,720 | 7,548,720 | 7,548,720 | ||||
Redemption of MedMen Corp Redeemable Shares | 204,400,820 | (212,084,052) | (7,683,232) | 7,683,232 | |||
Redemption of MedMen Corp Redeemable Shares, shares | 58,095,821 | ||||||
Options Issued - Other Assets | 633,837 | 633,837 | 633,837 | ||||
Vested Restricted Stock Units | |||||||
Shares Issued for Vested Restricted Stock Units, shares | 333,479 | ||||||
Business Acquisitions | 34,402,179 | 34,402,179 | 34,402,179 | ||||
Shares Issued for Business Acquisition, shares | 10,875,929 | ||||||
Stock Grants for Compensation | 5,712,872 | 5,712,872 | 5,712,872 | ||||
Stock Grants for Compensation, shares | 2,634,235 | ||||||
Share-Based Compensation Expense | 13,935,569 | 13,935,569 | 13,935,569 | ||||
Cash Contributions | 290,000 | 290,000 | |||||
Conversion of Convertible Debentures | 3,802,381 | 3,802,381 | |||||
Asset Acquisitions | 41,154,986 | 41,154,986 | |||||
Equity Component of Debt | 13,590,104 | 13,590,104 | |||||
Shares Issued to Settle Debt | 6,759,125 | 6,759,125 | |||||
Exercise of Warrants | 8,521,268 | 8,521,268 | |||||
Other Assets | 343,678 | 343,678 | |||||
Acquisition Costs | 597,320 | 597,320 | |||||
Deferred Tax Impact on Conversion Feature | (7,473,216) | (7,473,216) | (7,473,216) | ||||
Non-Controlling Interest Equity Transactions | |||||||
Share-Based Compensation | 12,845,773 | 12,845,773 | |||||
Ending balance, value at Jun. 29, 2019 | $ 164,999 | 613,356,006 | (370,382,824) | 243,138,181 | (31,867,405) | 211,270,776 | |
Balance, shares at Jun. 29, 2019 | 1,630,590 | 173,010,922 | |||||
Net Loss | (90,445,492) | (90,445,492) | (118,260,518) | (208,706,010) | |||
At-the-Market Equity Financing Program, net | 12,399,249 | 12,399,249 | 12,399,249 | ||||
At-the-Market Equity Financing Program, Net, shares | 9,789,300 | ||||||
Shares Issued for Cash | 50,193,938 | 50,193,938 | 50,193,938 | ||||
Shares Issued for Cash, shares | 61,596,792 | ||||||
Shares Issued to Settle Debt | 5,255,172 | 5,255,172 | 5,255,172 | ||||
Shares Issued to Settle Debt and Accrued Interest, shares | 6,801,790 | ||||||
Shares Issued to Settle Accounts Payable and Liabilities | 5,684,851 | 5,684,851 | 5,684,851 | ||||
Shares Issued to Settle Accounts Payable and Liabilities, shares | 15,847,581 | ||||||
Shares Issued to Settle Contingent Consideration | 11,559,875 | 11,559,875 | 11,559,875 | ||||
Shares Issued to Settle Contingent Consideration, shares | 13,737,444 | ||||||
Asset Acquisitions | 4,904,381 | 4,904,381 | 4,904,381 | ||||
Asset Acquisitions, shares | 7,373,034 | ||||||
Equity Component of Debt | 23,093,250 | 23,093,250 | 23,093,250 | ||||
Redemption of MedMen Corp Redeemable Shares | 31,690,004 | (27,862,104) | 3,827,900 | (3,827,900) | |||
Redemption of MedMen Corp Redeemable Shares, shares | 27,090,259 | ||||||
Vested Restricted Stock Units | |||||||
Shares Issued for Vested Restricted Stock Units, shares | 329,548 | ||||||
Shares Issued for Other Assets | 7,862,916 | 7,862,916 | 7,862,916 | ||||
Shares Issued for Other Assets, shares | 13,479,589 | ||||||
Shares Issued for Acquisition Costs | 429,314 | 429,314 | 429,314 | ||||
Shares Issued for Acquisition Costs, shares | 269,817 | ||||||
Business Acquisitions | 9,833,000 | 9,833,000 | 9,833,000 | ||||
Shares Issued for Business Acquisition, shares | 5,112,263 | ||||||
Stock Grants for Compensation | 3,005,795 | 3,005,795 | 35,217 | 3,041,012 | |||
Stock Grants for Compensation, shares | 2,531,763 | ||||||
Share-Based Compensation Expense | 6,312,418 | 6,312,418 | 6,312,418 | ||||
Deferred Tax Impact on Conversion Feature | (260) | (260) | (260) | ||||
Repurchase and Cancellation of Super Voting Shares | $ (82,500) | 82,500 | |||||
Cancellation of Super Voting Shares, shares | (815,295) | ||||||
Non-Controlling Interest Equity Transactions | (310,633) | (310,633) | |||||
Distributions | 5,331,969 | 5,331,969 | |||||
Share-Based Compensation | 1,492,073 | 1,492,073 | |||||
Ending balance, value at Mar. 28, 2020 | $ 82,500 | 785,662,669 | (488,690,680) | 297,054,488 | (147,407,197) | 149,647,291 | |
Balance, shares at Mar. 28, 2020 | 815,295 | 336,970,102 | |||||
Beginning balance, value at Jun. 29, 2019 | $ 164,999 | 613,356,006 | (370,382,824) | 243,138,181 | (31,867,405) | 211,270,776 | |
Balance, shares at Jun. 29, 2019 | 1,630,590 | 173,010,922 | |||||
Net Loss | (247,264,351) | (247,264,351) | (279,266,058) | (526,530,409) | |||
At-the-Market Equity Financing Program, net | 12,399,252 | 12,399,252 | 12,399,252 | ||||
At-the-Market Equity Financing Program, Net, shares | 9,789,300 | ||||||
Shares Issued for Cash | 50,193,938 | 50,193,938 | 50,193,938 | ||||
Shares Issued for Cash, shares | 61,596,792 | ||||||
Shares Issued to Settle Debt | 5,255,172 | 5,255,172 | 5,255,172 | ||||
Shares Issued to Settle Debt and Accrued Interest, shares | 6,801,790 | ||||||
Shares Issued to Settle Accounts Payable and Liabilities | 7,477,045 | 7,477,045 | 7,477,045 | ||||
Shares Issued to Settle Accounts Payable and Liabilities, shares | 24,116,461 | ||||||
Shares Issued to Settle Contingent Consideration | 11,559,875 | 11,559,875 | 11,559,875 | ||||
Shares Issued to Settle Contingent Consideration, shares | 13,737,444 | ||||||
Asset Acquisitions | 4,904,381 | 4,904,381 | 4,904,381 | ||||
Asset Acquisitions, shares | 7,373,034 | ||||||
Equity Component of Debt | 23,781,053 | 23,781,053 | 23,781,053 | ||||
Redemption of MedMen Corp Redeemable Shares | 44,878,551 | (12,685,751) | 32,192,800 | (32,192,800) | |||
Redemption of MedMen Corp Redeemable Shares, shares | 83,119,182 | ||||||
Vested Restricted Stock Units | |||||||
Shares Issued for Vested Restricted Stock Units, shares | 329,548 | ||||||
Shares Issued for Other Assets | 7,802,182 | 7,802,182 | 7,802,182 | ||||
Shares Issued for Other Assets, shares | 13,479,589 | ||||||
Shares Issued for Acquisition Costs | 564,464 | 564,464 | 564,464 | ||||
Shares Issued for Acquisition Costs, shares | 765,876 | ||||||
Business Acquisitions | 9,833,000 | 9,833,000 | 9,833,000 | ||||
Shares Issued for Business Acquisition, shares | 5,112,263 | ||||||
Stock Grants for Compensation | 3,621,769 | 3,621,769 | 35,157 | 3,656,926 | |||
Stock Grants for Compensation, shares | 4,675,017 | ||||||
Share-Based Compensation Expense | 5,916,125 | 5,916,125 | 5,916,125 | ||||
Conversion of Convertible Debentures | |||||||
Deferred Tax Impact on Conversion Feature | (10,452,700) | (557,289) | (11,009,989) | (11,009,989) | |||
Repurchase and Cancellation of Super Voting Shares | $ (82,500) | 82,500 | (475,650) | (475,650) | (475,650) | ||
Cancellation of Super Voting Shares, shares | (815,295) | ||||||
Equity Component on Debt and Debt Modification | 5,331,969 | 5,331,969 | |||||
Non-Controlling Interest Equity Transactions | |||||||
Distributions | (310,633) | (310,633) | |||||
Share-Based Compensation | 1,492,073 | 1,492,073 | |||||
Ending balance, value at Jun. 27, 2020 | $ 82,500 | 791,172,613 | (631,365,866) | 159,889,247 | (336,777,697) | (176,888,450) | |
Balance, shares at Jun. 27, 2020 | 815,295 | 403,907,218 | |||||
Net Loss | (85,334,040) | (85,334,040) | (26,105,114) | (111,439,154) | |||
Shares Issued for Cash | 18,885,912 | 18,885,912 | 18,885,912 | ||||
Shares Issued for Cash, shares | 57,800,000 | ||||||
Fair Value of Warrants - Private Placement Cost | (7,228,135) | (7,228,135) | (7,228,135) | ||||
Shares Issued to Settle Accounts Payable and Liabilities | 2,755,853 | 2,755,853 | 2,755,853 | ||||
Shares Issued to Settle Accounts Payable and Liabilities, shares | 14,911,047 | ||||||
Equity Component of Debt | 53,854,490 | 53,854,490 | 53,854,490 | ||||
Redemption of MedMen Corp Redeemable Shares | 31,992,438 | 43,468,394 | 75,460,832 | (75,460,832) | |||
Redemption of MedMen Corp Redeemable Shares, shares | 133,969,228 | ||||||
Vested Restricted Stock Units | 437,386 | 437,386 | 437,386 | ||||
Shares Issued for Vested Restricted Stock Units, shares | 7,173,256 | ||||||
Warrants Issued Pursuant to Debt Agreements | 7,834,885 | 7,834,885 | 7,834,885 | ||||
Stock Grants for Compensation | 693,659 | 693,659 | 693,659 | ||||
Stock Grants for Compensation, shares | 3,703,730 | ||||||
Deemed Dividend - Down Round Feature of Warrants | 6,364,183 | (6,364,183) | |||||
Share-Based Compensation Expense | 3,033,421 | 3,033,421 | 3,033,421 | ||||
Deferred Tax Impact on Conversion Feature | (19,175,962) | (19,175,962) | (1,210,052) | (20,386,014) | |||
Repurchase and Cancellation of Super Voting Shares | $ (82,500) | 82,500 | |||||
Cancellation of Super Voting Shares, shares | (815,295) | ||||||
Debt Amendment Fees Settled in Equity | 2,010,504 | 2,010,504 | 2,010,504 | ||||
Debt Amendment Fees Settled in Equity, shares | 4,305,148 | ||||||
Equity Component on Debt and Debt Modification | 4,055,133 | 4,055,133 | |||||
Ending balance, value at Mar. 27, 2021 | $ 892,713,747 | $ (679,595,695) | $ 213,118,052 | $ (435,498,562) | $ (222,380,510) | ||
Balance, shares at Mar. 27, 2021 | 625,769,627 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Loss from Continuing Operations | $ (105,415,725) | $ (149,908,908) | $ (475,749,370) | $ (256,656,458) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||
Deferred Tax (Recovery) Expense | (10,862,478) | (62,961,468) | (58,422,755) | (26,144,449) |
Depreciation and Amortization | 25,221,168 | 24,438,013 | 42,943,366 | 23,679,315 |
Non-Cash Operating Lease Costs | 20,935,916 | 19,076,003 | 30,661,411 | |
Accretion of Debt Discount and Loan Origination Fees | 14,634,266 | 3,289,863 | 9,061,967 | 8,308,751 |
Loss on Disposals of Asset | 669,601 | 9,315,073 | ||
Gain on Lease Modifications | (17,748,458) | |||
Accretion of Deferred Gain on Sale of Property | (424,972) | (424,970) | (566,625) | (368,309) |
Impairment of Assets | 2,363,272 | 239,509,415 | ||
Realized and Unrealized Gain on Investments, Assets Held For Sale and Other Assets | (10,709,999) | (16,600,604) | (16,373,788) | (4,259,000) |
Unrealized Gain on Changes in Fair Value of Contingent Consideration | 390,727 | 8,462,116 | 8,951,801 | |
Change in Fair Value of Derivative Liabilities | (2,066,495) | (8,041,429) | (8,797,409) | (3,908,722) |
Loss on Extinguishment of Debt and Settlement of Accounts Payable and Accrued Liabilities | 17,493,994 | 43,800,931 | 44,355,401 | 1,164,054 |
Share-Based Compensation | 4,164,466 | 10,845,503 | 11,065,124 | 32,494,214 |
Interest Capitalized on Finance Lease Liabilities | 707,965 | |||
Shares Issued for Acquisition Costs | 429,314 | 564,464 | 1,112,820 | |
Changes in Operating Assets and Liabilities: | ||||
Accounts Receivable and Income Taxes Receivable | (1,126,571) | (1,385,228) | ||
Accounts Receivable | (342,052) | (303,786) | ||
Prepaid Rent - Related Party | 2,712,237 | 2,712,237 | (1,356,270) | |
Prepaid Expenses | (171) | 8,141,338 | 9,227,342 | (4,511,307) |
Inventory | 1,929,358 | 5,002,584 | 3,265,309 | (18,394,457) |
Other Current Assets | 1,926,650 | 6,095,806 | 6,846,673 | 923,471 |
Due from Related Party | 3,109,717 | 782,866 | 1,524,738 | (1,412,420) |
Other Assets | 2,769,296 | (13,346,695) | (10,833,928) | (19,896,170) |
Accounts Payable and Accrued Liabilities | (2,090,168) | 29,602,480 | 49,815,754 | 30,555,656 |
Income Taxes Payable | 12,857,702 | 14,375,083 | 20,015,975 | 9,705,252 |
Other Current Liabilities | 28,426,057 | 9,102,790 | 16,308,233 | (17,507,245) |
Interest Payments on Finance Liabilities | (4,061,842) | (4,617,716) | (6,262,019) | |
Cash Payments - Operating Lease Liability | (15,611,252) | (16,892,734) | (27,304,389) | |
Due to Related Party | (3,079,893) | (717,847) | (1,084,003) | (6,752,861) |
Other Non-Current Liabilities | 787,492 | 787,492 | (774,000) | |
NET CASH USED IN CONTINUED OPERATING ACTIVITIES | (35,597,869) | (87,953,180) | (108,119,636) | (244,986,848) |
Net Cash (Used in) Provided by Discontinued Operating Activities | (8,068,255) | (4,746,067) | (2,007,113) | 1,986,260 |
NET CASH USED IN OPERATING ACTIVITIES | (43,666,124) | (92,699,247) | (110,126,749) | (243,000,588) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of Property and Equipment | (3,451,958) | (44,829,009) | (56,687,761) | (116,897,412) |
Additions to Intangible Assets | (622,329) | (2,686,488) | (4,140,786) | (3,084,097) |
Proceeds from Sale of Investments | 12,500,000 | 12,500,000 | ||
Purchase of Investments | (8,759,791) | |||
Proceeds from Sale of Assets Held for Sale and Other Assets | 19,002,185 | 21,947,797 | 21,947,797 | |
Proceeds from Sale of Property | 9,300,000 | 9,300,000 | 24,073,319 | |
Cash Payments for Asset Acquisitions | (19,780,494) | |||
Acquisition of Businesses, Net of Cash Acquired | (1,000,000) | (1,000,000) | (26,661,541) | |
Restricted Cash | 299 | 39,324 | 45,745 | 6,107,981 |
NET CASH USED IN CONTINUED INVESTING ACTIVITIES | 14,928,198 | (4,728,376) | (18,035,005) | (145,002,035) |
Net Cash Used in Discontinued Investing Activities | (8,540,311) | (1,356,211) | (1,458,866) | |
NET CASH USED IN INVESTING ACTIVITIES | 14,928,198 | (13,268,687) | (19,391,216) | (146,460,901) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Issuance of Subordinate Voting Shares for Cash | 18,885,912 | 62,593,187 | 62,593,190 | 128,595,775 |
Exercise of Warrants for MedMen Corp Redeemable Shares | 8,521,268 | |||
Payment of Loan Amendment Fee | (500,000) | (500,000) | ||
Proceeds from Issuance of Senior Secured Convertible Credit Facility | 14,577,000 | 47,500,000 | 50,000,000 | 100,000,000 |
Proceeds from Issuance of Notes Payable | 15,830,279 | 13,850,000 | 13,850,000 | 166,243,539 |
Principal Repayments of Senior Secured Convertible Credit Facility | (8,000,000) | |||
Principal Repayments of Notes Payable | (660,094) | (14,922,455) | (14,779,090) | (55,007,057) |
Principal Repayments of Finance Lease Liability | (807,432) | (1,785,282) | (492,030) | |
Debt and Equity Issuance Costs | (1,859,784) | (1,939,394) | (4,096,229) | |
(Distributions) Contributions - Non-Controlling Interest | (310,633) | (310,633) | 290,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 40,633,097 | 105,542,883 | 107,128,791 | 344,055,266 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | 11,895,171 | (425,051) | (22,389,174) | (45,406,223) |
Cash Included in Assets Held for Sale | (743,271) | (527,377) | ||
Cash and Cash Equivalents, Beginning of Period | 9,418,501 | 32,172,302 | 33,226,370 | 79,159,970 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 21,313,672 | 31,747,251 | 10,093,925 | 33,226,370 |
SUPPLEMENTAL DISCLOSURE FOR CASH FLOW INFORMATION | ||||
Cash Paid for Interest | 7,398,733 | 19,400,295 | 38,608,975 | 13,471,532 |
Non-Cash Investing and Financing Activities: | ||||
Net Assets Transferred to Held for Sale | 6,614,987 | 11,823,655 | 23,890,069 | 49,785,079 |
Adoption of ASC 842 - Leases | 144,602,158 | 152,141,639 | ||
Receivable Recorded on Asset Held for Sale | 1,748,396 | |||
Relief of Accounts Payable for return of Property and equipment | 6,172,096 | |||
Fair Value of Warrants - Private Placement Cost | 7,228,135 | |||
Lease Termination and Amendments | 37,250,808 | |||
Recognition of Right-of-Use Assets for Finance Leases | 45,614,041 | 45,614,041 | ||
Paid-in-Kind Interest Capitalized to Debt | 32,332,500 | |||
Settlement of Contingent Consideration with Shares | 11,559,875 | 11,559,875 | ||
Increase in Fair Value of Contingent Consideration Related to Asset Acquisition | 9,374,487 | 9,374,487 | 8,438,690 | |
Issuance of Subordinate Voting Shares for Intangible Assets and Other Assets | 12,767,297 | 12,706,563 | 2,986,501 | |
Redemption of MedMen Corp Redeemable Shares | 75,460,832 | 3,827,900 | 32,192,800 | 7,683,232 |
Equity Component of Debt Modification - Non-Controlling Interest | 5,331,969 | 5,331,969 | 21,138,824 | |
Release of Investments for Liabilities | 750,000 | |||
Shares Issued to Settle Debt and Accrued Interest | 7,228,135 | 5,684,851 | 6,908,194 | |
Shares Issued to Settle Accounts Payable and Liabilities | 2,755,853 | 4,849,310 | 4,798,343 | 8,929,288 |
Equity Component of Debt - New and Amended | 5,583,407 | 23,781,053 | ||
Accrued Interest Added to Senior Secured Convertible Debt | 10,247,255 | 10,247,255 | ||
Deferred Tax Impact on Conversion Feature | $ 20,386,014 | $ 260 | 11,009,989 | 7,473,216 |
Derivative Liability Incurred on Issuance of Equity | 13,252,207 | |||
Issuance of MedMen Corp Redeemable Shares for Other Assets | 343,678 | |||
Redemption of MedMen LLC Redeemable Shares | 24,439,469 | |||
Acquisition of Non-Controlling Interests | 96,549 | |||
Options Issued for Other Assets | 633,837 | |||
Shares Issued for Debt Issuance Costs | 5,836,550 | |||
Conversion of Convertible Debentures | 3,802,381 | |||
Equity Component of Debt - New and Amended | 23,781,053 | |||
Finance Lease Assets Acquired Under Sale and Leaseback Transactions | 16,876,813 | |||
Deferred Tax Impact on Property Purchases | 15,948,592 | 26,230,572 | ||
Deferred Tax Impact on Intangible Purchases | (362,125) | 36,154,740 | ||
Deferred Tax Impact on Intangible Asset Acquisitions | ||||
Accrual for the Repurchase of Class A Super Voting Shares | 475,650 | |||
Deferred Gain on Sale and Leaseback Transactions | $ 5,666,274 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Accounting Policies [Abstract] | ||
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS MedMen Enterprises Inc. (“MedMen Enterprises” or the “Company”), formerly known as Ladera Ventures Corp., was incorporated under the Business Corporations Act (British Columbia) on May 21, 1987. The Company’s Class B Subordinate Voting Shares are listed on the Canadian Securities Exchange under the symbol “MMEN”, on the OTCQX under the symbol “MMNFF”, on the Frankfurt Stock Exchange under the symbol “OJS.F”, on the Stuttgart Stock Exchange under the symbol “OJS.SG”, on the Munich Stock Exchange under the symbol “OJS.MU”, on the Berlin Stock Exchange under the symbol “OJS.BE” and on the Dusseldorf Stock Exchange under the symbol “OJS.DU”. The head office and principal address of the Company is 10115 Jefferson Boulevard, Culver City, California 90232. The Company’s registered and records office address is 885 West Georgia Street, Suite 2200, Vancouver, British Columbia Canada V6C 3E8. The Company operates through its principal wholly-owned subsidiaries, MM CAN USA, Inc., a California corporation (“MM CAN” or “MedMen Corp”), and MM Enterprises USA, LLC, a Delaware limited liability company (“MM Enterprises USA”). MM CAN was converted into a California corporation (from a Delaware corporation) on May 16, 2018 and is based in Culver City, California. The head office and principal address of MM CAN is 10115 Jefferson Boulevard, Culver City, California 90232. MM Enterprises USA was formed on January 9, 2018 and is based in Culver City, California. The head office and principal address of MM Enterprises USA is 10115 Jefferson Boulevard, Culver City, California 90232. MM Enterprises USA was formed as a joint venture whose contributors were MMMG, LLC (“MMMG”); MedMen Opportunity Fund, LP (“Fund I”); MedMen Opportunity Fund II, LP (“Fund II”), The MedMen of Nevada 2, LLC (“MMNV2”); DHSM Investors, LLC (“DHS Owner”); and Bloomfield Partners Utica, LLC (“Utica Owner”) (collectively, the “MedMen Group of Companies”). On January 24, 2018, pursuant to a Formation and Contribution Agreement (the “Agreement”), a roll-up transaction was consummated whereby the assets and liabilities of the MedMen Group of Companies were transferred into MM Enterprises USA. In return, the MedMen Group of Companies received 217,184,382 | 1. NATURE OF OPERATIONS MedMen Enterprises Inc. (“MedMen Enterprises” or the “Company”), formerly known as Ladera Ventures Corp., was incorporated under the Business Corporations Act (British Columbia) on May 21, 1987. The Company’s Class B Subordinate Voting Shares are listed on the Canadian Securities Exchange under the symbol “MMEN”, on the OTCQX under the symbol “MMNFF”, on the Frankfurt Stock Exchange under the symbol “OJS.F”, on the Stuttgart Stock Exchange under the symbol “OJS.SG”, on the Munich Stock Exchange under the symbol “OJS.MU”, on the Berlin Stock Exchange under the symbol “OJS.BE” and on the Dusseldorf Stock Exchange under the symbol “OJS.DU”. The head office and principal address of the Company is 10115 Jefferson Boulevard, Culver City, California 90232. The Company’s registered and records office address is 885 West Georgia Street, Suite 2200, Vancouver, British Columbia Canada V6C 3E8. The Company operates through its principal whole-owned subsidiaries, MM CAN USA, Inc., a California corporation (“MM CAN” or “MedMen Corp”), and MM Enterprises USA, LLC, a Delaware limited liability company (“MM Enterprises USA”). MM CAN was converted into a California corporation (from a Delaware corporation) on May 16, 2018 and is based in Culver City, California. The head office and principal address of MM CAN is 10115 Jefferson Boulevard, Culver City, California 90232. MM Enterprises USA was formed on January 9, 2018 and is based in Culver City, California. The head office and principal address of MM Enterprises USA is 10115 Jefferson Boulevard, Culver City, California 90232. MM Enterprises USA was formed as a joint venture whose contributors were MMMG, LLC (“MMMG”); MedMen Opportunity Fund, LP (“Fund I”); MedMen Opportunity Fund II, LP (“Fund II”), The MedMen of Nevada 2, LLC (“MMNV2”); DHSM Investors, LLC (“DHS Owner”); and Bloomfield Partners Utica, LLC (“Utica Owner”) (collectively, the “MedMen Group of Companies”). On January 24, 2018, pursuant to a Formation and Contribution Agreement (the “Agreement”), a roll-up transaction was consummated whereby the assets and liabilities of The MedMen Group of Companies were transferred into MM Enterprises USA. In return, the MedMen Group of Companies received 217,184,382 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited interim Condensed Consolidated Financial Statements include the accounts of MedMen Enterprises, 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 entities in which the Company has significant influence, but less than a controlling financial interest, are accounted for using the equity method. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial position of the Company as of March 27, 2021 and June 27, 2020, the consolidated results of operations for the three and nine months ended March 27, 2021 and March 28, 2020, and the consolidated statements of cash flows for the nine months ended March 27, 2021 and March 28, 2020 have been included. The accompanying unaudited interim Condensed Consolidated Financial Statements do not include all of the information required for full annual financial statements. Accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted in accordance with SEC rules and regulations within the instruction to Form 10-Q and Article 10 of Regulation S-X. The financial data presented herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in Item 13 of the registration statement on Form 10 for the fiscal year ended June 27, 2020. Going Concern As reflected in the unaudited interim Condensed Consolidated Financial Statements, the Company had an accumulated deficit and a negative net working capital (current liabilities greater than current assets) as of March 27, 2021, as well as a net loss and negative cash flow from operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance of these unaudited interim Condensed Consolidated Financial Statements. Management believes that substantial doubt of our ability to meet our obligations for the next twelve months from the date these financial statements were first made available has been alleviated due to, but not limited to, (i) capital raised between May 2021 and May 2022, (ii) restructuring plans that have already been put in place to reduce corporate-level expenses, (iii) debt amendments that have been agreed to with lenders and landlords to defer cash interest and rent payments, (iv) rationalization of capital expenditures to correlate to our new store opening strategy, (v) plans to divest non-core assets to raise non-dilutive capital and (vi) enhancements to its digital offering, including direct-to-consumer delivery and curbside pick-up in light of COVID-19. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. Management also cannot provide any assurance as to unforeseen circumstances that could occur at any time within the next twelve months or thereafter which could increase our need to raise additional capital on an immediate basis. The Company will continually monitor its capital requirements based on its capital and operational needs and the economic environment and may raise new capital as necessary. The Company’s ability to continue as a going concern will depend on its ability to raise additional equity or debt in the private or public markets, reducing operating expenses, divesting of certain non-core assets, and achieving cash flow profitability. While the Company has been successful in raising equity and debt to date, there can be no assurances that the Company will be successful in completing a financing in the future. If the Company is unable to raise additional capital whenever necessary, it may be forced to divest additional assets to raise capital and/or pay down its debt, amend its debt agreements, which could potentially have a dilutive effect on the Company’s shareholders, further reduce operating expenses and temporarily pause the opening of new store locations. Furthermore, COVID-19 and the impact the global pandemic has had and will continue to have on the broader retail environment could also have a significant impact on the Company’s financial operations. COVID-19 The COVID-19 pandemic promoted various recommendations and safety measures from governmental authorities to try and limit the pandemic. The response of governmental authorities is having a significant impact on the private sector and individuals, including unprecedented business, employment and economic disruptions. During the current reporting period, aspects of the Company’s business continue to be affected by the COVID-19 pandemic, with the Company’s offices and retail stores operating within local rules and regulations. While the ultimate severity of the outbreak and its impact on the economic environment is uncertain, the Company is monitoring this closely. In the event that the Company were to experience widespread transmission of the virus at one or more of the Company’s store or other facilities, the Company could suffer reputational harm or other potential liability. Further, the Company’s business operations may be materially and adversely affected if a significant number of the Company’s employees are impacted by the virus. Emerging Growth Company The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act under which emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Functional Currency The Company and its subsidiaries’ functional currency, as determined by management, is the United States (“U.S.”) dollar. These unaudited interim Condensed Consolidated Financial Statements are presented in U.S. dollars as this is the primary economic environment of the group. All references to “C$” refer to Canadian dollars. Significant Accounting Policies The significant accounting policies and critical estimates applied by the Company in these unaudited interim Condensed Consolidated Financial Statements are the same as those applied in the Company’s audited Consolidated Financial Statements and accompanying notes included in Item 13 of the registration statement on Form 10 for the fiscal year ended June 27, 2020, unless otherwise disclosed in these accompanying notes to the unaudited interim Condensed Consolidated Financial Statements for the nine months ended March 27, 2021. Restricted Cash Restricted cash balances are those which meet the definition of cash and cash equivalents but are not available for use by the Company. As of March 27, 2021 and June 27, 2020, restricted cash was $ 730 1,029 Down-Round Features The Company calculates down-round features under Accounting Standards Update (“ASU”) No. 2017-11 (“ASU 2017-11”), “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features” Allocation of Interest to Discontinued Operations Under ASC 205-20 “ Discontinued Operations Note 24 – Discontinued Operations Loss per Share The Company calculates basic loss per share by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting profit or loss attributable to common shareholders and the weighted-average number of common shares outstanding, for the effects of all dilutive potential common shares, which comprise convertible debentures, DSU, restricted stock grants, warrants and stock options issued. Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments” In January 2017, the FASB issued ASU No. 2017-04 “Intangibles— Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” In August 2018, the FASB issued ASU 2018-13, “ Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement Recently Issued Accounting Standards In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)”, In January 2020, the FASB issued ASU 2020-01, “ Investments – Equity Securities (Topic 321) Investments – Equity Method and Joint Ventures (Topic 323) Derivatives and Hedging (Topic 815) In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible instruments and contracts in an Entity’s Own Equity | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation The accompanying consolidated financial statements have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect the accounts and operations of the Company and those of the Company’s subsidiaries in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial position of the Company as of June 27, 2020 and June 29, 2019, the consolidated results of operations and cash flows for the years ended June 27, 2020 and June 29, 2019 have been included. In accordance with the provisions of FASB ASC 810, “ Consolidation Fiscal Year-End The Company’s fiscal year is a 52/53 week year ending on the last Saturday in June. In a 52-week fiscal year, each of the Company’s quarterly periods will comprise 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter, making such quarter consist of 14 weeks. The Company’s first 53-week fiscal year will occur in fiscal year 2024. The Company’s fiscal years ended June 27, 2020 and June 29, 2019 included 52 weeks. Going Concern As reflected in the consolidated financial statements, the Company had an accumulated deficit and a negative net working capital (current liabilities greater than current assets) as of June 27, 2020, as well as a net loss and negative cash flow from operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. Management believes that substantial doubt of our ability to meet our obligations for the next twelve months from the date these financial statements were first made available has been alleviated due to, but not limited to, (i) capital raised between July 2020 and July 2021, (ii) restructuring plans that have already been put in place to reduce corporate-level expenses, (iii) debt amendments that have been agreed to with lenders and landlords to defer cash interest and rent payments, (iv) reduction in capital expenditures through a slow-down in new store buildouts, (v) plans to divest non-core assets to raise non-dilutive capital, (vi) enhancements to its digital offering, including direct-to-consumer delivery and curbside pick-up in light of COVID-19 and (vii) a change in retail strategy to pass certain local taxes and payment processing fees to customers. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. Management also cannot provide any assurance as to unforeseen circumstances that could occur at any time within the next twelve months or thereafter which could increase our need to raise additional capital on an immediate basis. The Company will continually monitor its capital requirements based on its capital and operational needs and the economic environment and may raise new capital as necessary. The Company’s ability to continue as a going concern will depend on its ability to raise additional equity or debt in the private or public markets, reducing operating expenses, divesting of certain non-core assets, achieving cash flow profitability. While the Company has been successful in raising equity and debt to date, there can be no assurances that the Company will be successful in completing a financing in the future. If the Company is unable to raise additional capital whenever necessary, it may be forced to divest additional assets to raise capital and/or pay down its debt, amend its debt agreements which could potentially have a dilutive effect on the Company’s shareholders, further reduce operating expenses and temporarily pause the opening of new store locations. Furthermore, COVID-19 and the impact the global pandemic has had and will continue to have on the broader retail environment could also have a significant impact on the Company’s financial operations. Emerging Growth Company The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”) under which emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Functional Currency The Company and its subsidiaries’ functional currency, as determined by management, is the United States (“U.S.”) dollar. These consolidated financial statements are presented in U.S. dollars as this is the primary economic environment of the group. All references to “C$” refer to Canadian dollars. Consolidation of Variable Interest Entities (“VIE”) ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. To determine whether or not a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of the Company’s involvement with the VIE. The equity method of accounting is applied to entities in which the Company is not the primary beneficiary or the entity is not a VIE and the Company does not have effective control, but can exercise influence over the entity with respect to its operations and major decisions. The Company does not consolidate a VIE in which it is not considered the primary beneficiary. The Company evaluates its relationships with all the VIE’s on an ongoing basis to reassess if it continues to be the primary beneficiary. The following are the Company’s VIE that are included in these consolidated financial statements as of and for the fiscal years ended June 27, 2020 and June 29, 2019: Retail Entities Schedule of retail entities Ownership Entity Location Purpose 2020 2019 Nature’s Cure, Inc. (1)(3) Los Angeles - LAX Airport Dispensary 0 % 0 % LAX Fund II Group, LLC (1)(4) 0 % 0 % Venice Caregiver Foundation, Inc. (2)(3) Venice Beach - Abbot Kinney Dispensary 0 % 0 % (1) Nature’s Cure, Inc. is wholly-owned by MedMen Opportunity Fund II, LP, a related party, and under control of the Company through a management agreement. The Company does not hold any ownership interests in the entity. (2) Venice Caregivers Foundation, Inc. is wholly-owned by MedMen Opportunity Fund II, LP, a related party, and under control of the Company through a management agreement. The Company does not hold any ownership interests in the entity. (3) California Corporation (4) California Limited Liability Company Basis of Consolidation These consolidated financial statements as of and for the year ended June 27, 2020 and June 29, 2019 include the accounts of the Company, its wholly-owned subsidiaries and entities over which the Company has control as defined in ASC 810. Subsidiaries over which the Company has control are fully consolidated from the date control commences until the date control ceases. Control exists when the Company has ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity. In assessing control, potential voting rights that are currently exercisable are taken into account. The following are the Company’s principal whole-owned subsidiaries that are included in these consolidated financial statements as of and for the fiscal years ended June 27, 2020 and June 29, 2019: Corporate Entities Schedule of corporate entities Ownership Entity Location Purpose 2020 2019 MM CAN USA, Inc. (5) California Manager of MM 100 % 100 % MM Enterprises USA, LLC (8) Delaware Operating Entity 100 % 100 % Convergence Management Services, Ltd. (17) Canada Public Relations Entity 100 % 0 % Management Entities Schedule of management entities Ownership Subsidiaries Location Purpose 2020 2019 LCR SLP, LLC (8) Delaware Holding Company 100 % 100 % LCR Manager, LLC (16) Delaware Manager of the 0 % 70 % The following are MM Enterprises USA’s wholly-owned subsidiaries and entities over which the Company has control that are included in these consolidated financial statements as of and for the fiscal years ended June 27, 2020 and June 29, 2019: Real Estate Entities Schedule of real estate entities Ownership Subsidiaries Location Purpose 2020 2019 MMOF Venice Parking, LLC (6) Venice Beach - Lincoln Blvd. Parking Lot 100 % 100 % MME RE AK, LLC (6) Venice Beach - Abbot Kinney Building 100 % 100 % MMOF RE SD, LLC (6) San Diego - Kearny Mesa Building 100 % 100 % MMOF RE Vegas 2, LLC (10) Las Vegas - The Strip Building 100 % 100 % MMOF RE Fremont, LLC (10) Las Vegas - Downtown Arts District Building 100 % 100 % MME RE BH, LLC (6) Los Angeles - Beverly Hills Building 100 % 100 % NVGN RE Holdings, LLC (10) Nevada Genetics R&D Facility 100 % 100 % Retail Entities Schedule of retail entities Ownership Subsidiaries Location Purpose 2020 2019 Manlin I, LLC (1)(2)(6) Los Angeles - West Hollywood Dispensary 100 % 100 % Farmacy Collective (1)(3)(7) Los Angeles - West Hollywood Dispensary 100 % 100 % The Source Santa Ana (1)(4)(6) Orange County - Santa Ana Dispensary 100 % 100 % SA Fund Group RT, LLC 100 % 100 % CYON Corporation, Inc. (5) Los Angeles - Beverly Hills Dispensary 100 % 100 % BH Fund II Group, LLC (6) 100 % 100 % MMOF Downtown Collective, LLC (6) Los Angeles - Downtown Dispensary 100 % 100 % Advanced Patients’ Collective (5) 100 % 100 % DT Fund II Group, LLC (5) 100 % 100 % MMOF San Diego Retail, Inc. (6) San Diego - Kearny Mesa Dispensary 100 % 100 % San Diego Retail Group II, LLC (5) 100 % 100 % MMOF Venice, LLC (6) Venice Beach - Lincoln Blvd. Dispensary 100 % 100 % The Compassion Network, LLC (5) 100 % 100 % MMOF PD, LLC (6) Palm Desert Dispensary 100 % 100 % MMOF Palm Desert, Inc. (5) 100 % 100 % MMOF SM, LLC (6) Santa Monica Dispensary 100 % 100 % MMOF Santa Monica, Inc. (5) 100 % 100 % MMOF Fremont, LLC (10) Las Vegas - Downtown Arts District Dispensary 100 % 100 % MMOF Fremont Retail, Inc. (9) 100 % 100 % MME SF Retail, Inc. (5) San Francisco Dispensary 100 % 100 % MMOF Vegas, LLC (10) Las Vegas - North Las Vegas Dispensary 100 % 100 % MMOF Vegas Retail, Inc. (9) 100 % 100 % MMOF Vegas 2, LLC (10) Las Vegas - Cannacopia Dispensary 100 % 100 % MMOF Vegas Retail 2, Inc. (9) 100 % 100 % MME VMS, LLC (7) San Jose Dispensary 100 % 100 % Viktoriya’s Medical Supplies, LLC (7) 100 % 100 % Project Compassion Venture, LLC (9) 100 % 100 % Project Compassion Capital, LLC (9) 100 % 100 % Project Compassion NY, LLC (9) 100 % 100 % Ownership Subsidiaries Location Purpose 2020 2019 MedMen NY, Inc. (11) New York Dispensaries 100 % 100 % MME IL Group LLC (15) Oak Park, Illinois Dispensary 100 % 100 % Future Transactions Holdings, LLC (15) 100 % 100 % MME Seaside, LLC (6) Seaside, California Dispensary 100 % 100 % PHSL, LLC (6) 100 % 100 % MME Sorrento Valley, LLC (6) San Diego - Sorrento Valley Dispensary 100 % 100 % Sure Felt, LLC (6) 100 % 100 % Rochambeau, Inc. (5) Emeryville, California Dispensary 100 % 100 % Kannaboost Technology, Inc. (14) Scottsdale and Tempe, Arizona Dispensaries 100 % 100 % CSI Solutions, LLC (13) 100 % 100 % MME AZ Group, LLC (13) Mesa, Arizona Dispensary 100 % 100 % EBA Holdings, Inc. (14) 100 % 100 % MattnJeremy, Inc. (5) Long Beach, California Dispensary 100 % 0 % Milkman, LLC (6) Grover Beach, California Dispensary 100 % 0 % MME 1001 North Retail, LLC (15) Chicago, Illinois Dispensary 100 % 0 % MME Evanston Retail, LLC (15) Evanston, Illinois Dispensary 100 % 0 % Cultivation Entities Schedule of cultivation entities Ownership Subsidiaries Location Purpose 2020 2019 Project Mustang Development, LLC (10) Northern Nevada Cultivation and Production Facility 100 % 100 % The MedMen of Nevada 2, LLC (10) 100 % 100 % MMNV2 Holdings I, LLC (10) 100 % 100 % MMNV2 Holdings II, LLC (10) 100 % 100 % MMNV2 Holdings III, LLC (10) 100 % 100 % MMNV2 Holdings IV, LLC (10) 100 % 100 % MMNV2 Holdings V, LLC (10) 100 % 100 % Manlin DHS Development, LLC (10) Desert Hot Springs, California Cultivation and Production Facility 100 % 100 % Desert Hot Springs Green Horizon, Inc. (7) 100 % 100 % Project Compassion Venture, LLC (8) Utica, New York Cultivation and Production Facility 100 % 100 % EBA Holdings, Inc. (14) Mesa, Arizona Cultivation and Production Facility 100 % 100 % Kannaboost Technology, Inc. (14) Mesa, Arizona Cultivation and Production Facility 100 % 100 % CSI Solutions, LLC (13) 100 % 100 % MME Florida, LLC (12) Eustis, Florida Cultivation and Production Facility 100 % 100 % (1) Subsidiary over which the Company previously controlled under a management agreement. See “Note 2 - Consolidation of Variable Interest Entities” for further information. All intercompany balances and transactions are eliminated on consolidation. (2) Manlin I, LLC contains the operations of the MedMen West Hollywood dispensary (“WeHo”). The Company had a management agreement with i5 Holdings Ltd. (“i5”) to manage WeHo, which was wholly-owned by i5, an entity controlled or owned by Captor Capital. Prior to January 25, 2019, the Company consolidated the entity as a VIE. On January 25, 2019, the Company acquired all non-controlling interest from i5. See “Note 19 - Shareholders’ Equity” for further information. (3) Farmacy Collective contains the operations of WeHo. The Company had a management agreement with i5 to manage WeHo, which was wholly-owned by i5, an entity controlled or owned by Captor Capital. Prior to January 25, 2019, the Company consolidated the entity as a VIE. On January 25, 2019, the Company acquired all non-controlling interest from i5. See “Note 19 - Shareholders’ Equity” for further information. (4) The Source Santa Ana contains the operations of the MedMen Santa Ana dispensary (“Santa Ana”). The Company had a management agreement with i5 to manage Santa Ana, which was wholly-owned by i5, an entity controlled or owned by Captor Capital. Prior to January 25, 2019, the Company consolidated the entity as a VIE. On January 25, 2019, the Company acquired all non-controlling interest from i5. See “Note 19 - Shareholders’ Equity” for further information. (5) California Corporation (6) California Limited Liability Company (7) California Non-Profit Corporation (8) Delaware Limited Liability Company (9) Nevada Corporation (10) Nevada Limited Liability Company (11) New York Corporation (12) Florida Limited Liability Company (13) Arizona Limited Liability Company (14) Arizona Corporation (15) Illinois Liability Company (16) Delaware Limited Liability Company Non-Controlling Interest Non-controlling interest represents equity interests owned by parties that are not shareholders of the ultimate parent. The share of net assets attributable to non-controlling interests is presented as a component of equity. Their share of net income or loss is recognized directly in equity. Changes in the parent company’s ownership interest that do not result in a loss of control are accounted for as equity transactions. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements and the reported amounts of total net revenue and expenses during the reporting period. The Company regularly evaluates significant estimates and assumptions related to the consolidation or non-consolidation of variable interest entities, estimated useful lives, depreciation of property and equipment, amortization of intangible assets, inventory valuation, stock-based compensation, business combinations, goodwill impairment, long-lived asset impairment, purchased asset valuations, fair value of financial instruments, compound financial instruments, derivative liabilities, deferred income tax asset valuation allowances, incremental borrowing rates, lease terms applicable to lease contracts and going concern. These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results the Company experiences may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations. Cash and Cash Equivalents Cash and cash equivalents comprised of cash and highly liquid investments that are readily convertible into known amounts of cash with original maturities of three months or less. Restricted Cash Restricted cash balances are those which meet the definition of cash and cash equivalents but are not available for use by the Company. As of June 27, 2020 and June 29, 2019, restricted cash was $ 9,873 55,618 Inventory Inventory is comprised of raw materials, finished goods and work-in-process such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis, including but not limited to labor, utilities, nutrition and supplies, are capitalized into inventory until the time of harvest. All direct and indirect costs related to inventory are capitalized when incurred, and subsequently classified to cost of goods sold in the Consolidated Statement of Operations. Raw materials and work-in-process is stated at the lower of cost or net realizable value, determined using the weighted average cost. Finished goods inventory is stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method of accounting. Net realizable value is determined as the estimated selling price in the ordinary course of business less estimated costs to sell. The Company periodically reviews physical inventory for excess, obsolete, and potentially impaired items and reserves. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventory is written down to net realizable value. Packaging and supplies are initially valued at cost. The reserve estimate for excess and obsolete inventory is based on expected future use. The reserve estimates have historically been consistent with actual experience as evidenced by actual sale or disposal of the goods. As of June 27, 2020 and June 29, 2019, the Company determined that no reserve was necessary. Investments Investments in unconsolidated affiliates are accounted as follows: Equity Method and Joint Venture Investments The Company accounts for investments in which it can exert significant influence but does not control as equity method investments in accordance with ASC 323, “Investments-Equity Method and Joint Ventures”. In accordance with ASC 825, the fair value option (“FVO”) to measure eligible items at fair value on an instrument by instrument basis can be applied. Joint ventures are joint arrangements whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Investments in joint ventures are accounted for under the equity method. These investments are recorded at the amount of the Company’s investment and adjusted each period for the Company’s share of the investee’s income or loss, and dividends paid. Investments at Fair Value Equity investments not accounted for using the equity method are carried at fair value, with changes recognized in profit or loss (“FVTPL”) in accordance with ASC 321, “ Investments-Equity Securities Investments in Equity without Readily Determinable Fair Value Investments without readily determinable fair values (which are classified as Level 3 investments in the fair value hierarchy) use a determinable available measurement alternative in accordance with ASC 321, “ Investments-Equity Securities Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation and impairment losses, if any. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms and methods: Schedule of property plant and equipment Land Not Depreciated Buildings and Improvements 39 Finance Lease Asset Shorter of Lease Term or Economic Life Right of Use Assets 10 20 Furniture and Fixtures 3 7 Leasehold Improvements Shorter of Lease Term or Economic Life Equipment and Software 3 7 Construction in Progress Not Depreciated The assets’ residual values, useful lives and methods of depreciation are reviewed at each reporting period and adjusted prospectively if appropriate. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the Consolidated Statements of Operations in the period the asset is derecognized. Intangible Assets Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is recorded on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any. The estimated useful lives, residual values and amortization methods are reviewed at each reporting period, and any changes in estimates are accounted for prospectively. Intangible assets with an indefinite life or not yet available for use are not subject to amortization. Amortization is calculated on a straight-line basis over the estimated useful life of the asset using the following terms and methods Schedule of intangible assets Dispensary Licenses 15 Customer Relationships 5 Management Agreement 30 Intellectual Property 10 Capitalized Software 3 In accordance with ASC 350, “ Intangibles-Goodwill and Other Goodwill Goodwill is measured as the excess of consideration transferred and the net of the acquisition date fair value of assets acquired, and liabilities assumed in a business acquisition. In accordance with ASC 350, “ Intangibles-Goodwill and Other” I mpairment of Long-Lived Assets For purposes of the impairment test, long-lived assets such as property, plant and equipment and definite-lived intangible assets are grouped with other assets and liabilities at the lowest level for which identifiable independent cash flows are available (“asset group”). The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, the impairment test is a two-step approach wherein the recoverability test is performed first to determine whether the long-lived asset is recoverable. The recoverability test (Step 1) compares the carrying amount of the asset to the sum of its future undiscounted cash flows using entity-specific assumptions generated through the asset’s use and eventual disposition. If the carrying amount of the asset is less than the cash flows, the asset is recoverable and an impairment is not recorded. If the carrying amount of the asset is greater than the cash flows, the asset is not recoverable and an impairment loss calculation (Step 2) is required. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The cash flow projection and fair value represents management’s best estimate, using appropriate and customary assumptions, projections and methodologies, at the date of evaluation. The reversal of impairment losses is prohibited. Leased Assets On June 30, 2019, the Company adopted ASU 2016-02, “ Leases (Topic 842)” The Company applies judgment in determining whether a contract contains a lease and if a lease is classified as an operating lease or a finance lease. The Company applies judgement in determining the lease term as the non-cancellable term of the lease, which may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. All relevant factors that create an economic incentive for it to exercise either the renewal or termination are considered. The Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate. In adoption of ASC 842, the Company applied the practical expedient which applies hindsight in determining the lease term and assessing impairment of right-of-use assets by using its actual knowledge or current expectation as of the effective date. The Company also applies judgment in allocating the consideration in a contract between lease and non-lease components. It considers whether the Company can benefit from the right-of-use asset either on its own or together with other resources and whether the asset is highly dependent on or highly interrelated with another right of-use asset. Lessees are required to record a right of use asset and a lease liability for all leases with a term greater than twelve months. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. The incremental borrowing rate is determined using estimates which are based on the information available at commencement date and determines the present value of lease payments if the implicit rate is unavailable. If a previous sale and leaseback transaction was accounted for as a sale and capital leaseback under ASC 840, then the entity continues recognizing any deferred gain or loss under ASC 842. Sale and leaseback transactions are assessed to determine whether a sale has occurred under ASC 606. If a sale is determined not to have occurred, the underlying “sold” assets are not derecognized and a financing liability is established in the amount of cash received. At such time that the lease expires, the assets are then derecognized along with the financing liability, with a gain recognized on disposal for the difference between the two amounts, if any. On the date of adoption, the Company recognized right of use assets and lease liabilities on its Consolidated Balance Sheets, which reflect the present value of the Company’s current minimum lease payments over the lease terms, which include options that are reasonably certain to be exercised, discounted using the Company’s incremental borrowing rate. Refer to “Note 16 - Leases Income Taxes Tax expense recognized in profit or loss comprises the sum of current and deferred taxes not recognized in other comprehensive income or directly in equity. Current Tax Current tax assets and/or liabilities comprise those claims from, or obligations to, fiscal authorities relating to the current or prior reporting periods that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Deferred Tax Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Deferred tax assets are recognized to the extent that the Company believe that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it is determined that the Company would be able to realize deferred tax assets in the future in excess of their net recorded amount, an adjustment to the deferred tax asset valuation allowance is recorded, which would reduce the provision for income taxes. Uncertain tax positions are recorded in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Change in Tax Policy During the year ended June 27, 2020, the Company elected to change its policy on how it treats deferred taxes on its lease transactions. Upon the adoption of ASC 842, the Company elects to treat deferred taxes related to lease transactions subject to IRC Section 280E as permanent differences. Prior to this election, lease transactions were treated as temporary differences. Accordingly, the Company retrospectively applied this change to the prior year. As of June 29, 2019, the effect of the retrospective adjustments consists of the following: Schedule of change in tax policy Increase (Decrease) Consolidated Balance Sheet Property and Equipment, Net $ (6,105,588 ) Deferred Tax Liabilities $ (9,540,007 ) Accumulated Deficit $ 3,434,419 Consolidated Statement of Operations Provision for Income Taxes $ 3,355,935 Net Loss and Comprehensive Loss Attributable to Shareholders of MedMen Enterprises Inc. $ 3,355,935 Loss Per Share - Basic and Diluted Attributable to Shareholders of MedMen Enterprises Inc. $ 0.03 Consolidated Statement of Cash Flows Deferred Tax (Recovery) Expense $ (3,355,935 ) Depreciation and Amortization $ (78,484 ) Non - Cash Deferred Tax Impact on Property Purchases $ (6,184,072 ) Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, “Accounting for Derivative Instruments and Hedging Activities” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance ASC 470, “Accounting for Convertible Securities with Beneficial Conversion Features”, Derivative Liabilities The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the Consolidated Statements of Operations. In calculating the fair value of derivative liabilities, the Company uses a valuation model when Level 1 inputs are not available to estimate fair value at each reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the Consolidated Balance Sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the Consolidated Balance Sheets date. Critical estimates and assumptions u |
INVENTORIES
INVENTORIES | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Inventory Disclosure [Abstract] | ||
INVENTORIES | 3. INVENTORIES As of March 27, 2021 and June 27, 2020, inventory consists of the following: Schedule of inventory March 27, June 27, 2021 2020 Raw Materials $ 965,641 $ 1,790,050 Work-in-Process 4,760,097 6,229,152 Finished Goods 11,321,882 10,957,776 Total Inventory $ 17,047,620 $ 18,976,978 During the three months ended March 27, 2021, the Company recognized an impairment of approximately $ 1,714,000 | 5. INVENTORIES As of June 27, 2020 and June 29, 2019, inventory consists of the following: Schedule of inventory 2020 2019 Raw Materials $ 2,055,500 $ 3,696,177 Work-in-Process 8,807,137 6,527,407 Finished Goods 11,775,483 15,257,538 Total Inventory $ 22,638,120 $ 25,481,122 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
OTHER CURRENT ASSETS | 4. OTHER CURRENT ASSETS As of March 27, 2021 and June 27, 2020, other current assets consist of the following: Schedule of other current assets March 27, June 27, 2021 2020 Investments $ 3,036,791 $ 3,786,791 Excise Tax Receivable - 5,254,595 Note Receivable (1) 1,670,038 - Other Current Assets 3,470,374 64,071 Total Other Current Assets $ 8,177,203 $ 9,105,457 (1) See “Note 5 – Assets Held for Sale” for further information. As of March 27, 2021 and June 27, 2020, investments included in other current assets consist of the following: Schedule of investments The Hacienda Old Pal Other Investments TOTAL Fair Value as of June 27, 2020 $ 750,000 $ 1,970,000 $ 1,066,791 $ 3,786,791 Settlement of Liabilities (750,000 ) - - (750,000 ) Fair Value as of March 27, 2021 $ - $ 1,970,000 $ 1,066,791 $ 3,036,791 In August 2020, the Company entered into an agreement to exchange all of its investment in The Hacienda Company, LLC to settle outstanding balances totaling approximately $ 750,000 The Company determined that the fair value of its investment in Old Pal LLC was $ 1,970,000 | 6. OTHER CURRENT ASSETS As of June 27, 2020 and June 29, 2019, other current assets consist of the following: Schedule of other current assets 2020 2019 Investments $ 3,786,791 $ 13,018,791 Excise Tax Receivable 5,254,595 5,721,945 Other Current Assets 64,071 172,303 Total Other Current Assets $ 9,105,457 $ 18,913,039 As of June 27, 2020 and June 29, 2019, investments included in other current assets consist of the following: Schedule of investments ToroVerde Inc. The Hacienda Company, LLC Old Pal Other Investments TOTAL (1) (2) (3) Fair Value as of July 1, 2018 $ - $ - $ - $ - $ - Additions 5,000,000 1,500,000 2,000,000 259,791 8,759,791 Unrealized Gain on Changes in Fair Value of Investments 600,000 709,000 2,430,000 520,000 4,259,000 Fair Value as of June 29, 2019 5,600,000 2,209,000 4,430,000 779,791 13,018,791 Non-Cash Additions - - - 287,000 287,000 Unrealized Gain on Changes in Fair Value of Investments - 1,294,843 2,492,822 - 3,787,665 Unrealized Loss on Changes in Fair Value of Investments (5,600,000 ) (2,753,843 ) - - (8,353,843 ) Transfer to Assets Held For Sale - (3,503,843 ) (4,952,822 ) - (8,456,665 ) Transferred Back from Assets Held for Sale - 3,503,843 - - 3,503,843 Fair Value as of June 27, 2020 $ - $ 750,000 $ 1,970,000 $ 1,066,791 $ 3,786,791 (1) In July 2018, the Company purchased 9,000,000 5,000,000 0.56 14.3 (2) In July 2018, the Company purchased units of The Hacienda Company, LLC, a California limited liability company, which owns Lowell Herb Co., a California-based cannabis brand known for its pack of pre-rolls called Lowell Smokes, for an aggregate purchase price of $ 1,500,000 3.2 (3) In October 2018 and March 2019, the Company purchased an aggregate of 125.3 units of Old Pal, a California-based brand that provides high-quality cannabis flower for its customers, for an aggregate purchase price of $ 2,000,000 10.0 2.6 1.4 During the year ended June 27, 2020, the Company recorded a net loss on changes in fair value of investments of $ 4,566,178 0 750,000 1,970,000 The fair value of investments included in other current assets is considered a Level 3 categorization in the fair value hierarchy. Investments are measured at fair value using a market approach that is based on unobservable inputs. |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Assets Held For Sale | ||
ASSETS HELD FOR SALE | 5. ASSETS HELD FOR SALE A reconciliation of the beginning and ending balances of assets held for sale for the nine months ended March 27, 2021 is as follows: Schedule of asset held for sale PharmaCann Assets (1) Available for Sale Subsidiaries (2) Discontinued Operations (3) TOTAL Balance at Beginning of Period $ 212,400 $ 12,066,428 $ 71,849,729 $ 84,128,557 Transferred In - 6,614,986 - 6,614,987 Gain on the Sale of Assets Held for Sale - 10,709,999 - 10,709,999 Proceeds from Sale - (24,750,298 ) - (24,750,298 ) Ongoing Activity from Discontinued Operations - (4,641,116 ) (7,845,258 ) (12,486,373 ) Balance at End of Period $ 212,400 $ - $ 64,004,471 $ 64,216,871 (1) During the year ended June 27, 2020, PharmaCann LLC, (“PharmaCann”) transferred 100% of the membership interests for MME Evanston Retail, LLC (“Evanston”), PharmaCann Virginia, LLC (“Staunton”), and PC 16280 East Twombly LLC (“Hillcrest”). As of March 27, 2021, the Company has 100% of membership interests in Staunton which holds land and a license for a vertically-integrated facility in Staunton, Virginia. The Staunton land and license were classified as assets held for sale in accordance with ASC 360, “Long-Lived Assets Classified as Held for Sale” (“ASC 360”) and are measured at the lower of its carrying amount or fair value less costs to sell (“FVLCTS”) which was determined as $212,400 and $0, respectively, as of March 27, 2021. (2) Long-lived assets classified as held for sale that do not qualify as discontinued operation and classified as held for sale. Significant classes of assets and liabilities are presented in the notes to the unaudited interim Condensed Consolidated Financial Statements in accordance with ASC 360-10, “Impairment and Disposal of Long-Lived Assets” (“ASC 360-10”). (3) See “Note 24 - Discontinued Operations” for further information. During the nine months ended March 27, 2021, the Company agreed to transfer all outstanding membership interests in MME Evanston Retail, LLC (“Evanston”), for a dispensary operation located in Evanston, Illinois, to an unaffiliated third party (“Purchaser”). The Company received an aggregate consideration of $ 20,000,000 10,000,000 8,000,000 2,000,000 12,415,479 During the nine months ended March 27, 2021, the Company decided to divest two cannabis licenses and entered into separate agreements to sell 100% of its membership interests in these two locations, located in California. On June 26, 2020, the Company entered into a non-binding term sheet for the retail location located in Seaside, California for an aggregate sales price of $ 1,500,000 332,747 In December 2020, the Company entered into a purchase agreement for the sale of its membership interests in a retail operation located in Grover Beach, California. The Company received an aggregate consideration of $ 3,750,000 3,500,000 250,000 255,391 | 7. ASSETS HELD FOR SALE A reconciliation of the beginning and ending balances of assets held for sale for the year ended June 27, 2020 is as follows: Schedule of assets held for sale PharmaCann Assets (1) Available for Sale Subsidiaries (2) Discontinued Operations (3) Investments TOTAL Balance at Beginning of Period $ - $ - $ 64,365,544 $ - $ 64,365,544 Transferred In 6,870,833 12,066,428 - 8,456,665 27,393,926 Transferred Out - - - (3,503,843 ) (3,503,843 ) Changes in Fair Value of Assets Held for Sale (1,050,833 ) - - - (1,050,833 ) Proceeds from Sale - - - (4,952,822 ) (4,952,822 ) Ongoing Activity from Discontinued Operations - - (43,184,493 ) - (43,184,493 ) Impairment of Assets (5,607,600 ) - - - (5,607,600 ) Total Assets Held for Sale at End of Period $ 212,400 $ 12,066,428 $ 21,181,051 $ - $ 33,459,879 (1) See “Note 10 - Termination of Previously Announced Acquisition” for further information. (2) Long-lived assets classified as held for sale that do not qualify as discontinued operation and classified as held for sale. Significant classes of assets and liabilities are presented in the notes to the consolidated financial in accordance with ASC 360-10. (3) See “Note 26 - Discontinued Operations” for further information. On October 17, 2019, the Company entered into an agreement to sell a portion of its interest in Old Pal LLC to Gotham Green Partners, a related party, and a third party. As a result, the Company classified the portion available for sale as an asset held for sale and recorded a gain on fair value of $ 2,492,822 6.9 2.6 “Note 6 - Other Current Assets” On November 13, 2019, the Company entered into an agreement to sell its investment in The Hacienda Company, LLC for an aggregate sale price of $ 3,503,843 1,459,000 “Note 6 - Other Current Assets” Note 27 - Subsequent Events” During the year ended June 27, 2020, the Company decided to divest two cannabis licenses and entered into separate agreements to sell 100% of its membership interests in these two locations, located in California and Illinois, for an aggregate sale price of $21,500,000 of which $10,000,000 was paid upon the signing of the definitive agreement subsequent to June 27, 2020, and an additional $10,000,000 due within six months following the signing of the definitive agreement. See “ Note 27 - Subsequent Events The contemplated sale of these locations are pending customary closing conditions and are expected to be completed within a one year period. The assets and liabilities related to these subsidiaries were classified as held for sale in accordance with ASC 360-10 and are measured at the lower of its carrying amount or FVLCTS. The California assets and Illinois assets received from PharmaCann do not qualify as discontinued operations under ASC 205, “Discontinued Operations” In accordance of ASC 360-10, the company performed an analysis of any impairments prior to reclassifying certain assets as held for sale and recorded an impairment charge of $ 53,389,260 46,702,660 1,050,833 5,635,767 Subsidiaries classified as assets held for sale that do not qualify as discontinued operations as of June 27, 2020 consists of the following: Schedule of discontinued operations 2020 Carrying Amounts of the Assets Included in Assets Held for Sale: Cash and Cash Equivalents $ 743,271 Prepaid Expenses 7,798 Inventory 520,464 Other Current Assets 81,427 TOTAL CURRENT ASSETS (1) Property and Equipment, Net 717,952 Operating Lease Right-of-Use Assets 190,986 Intangible Assets, Net 5,227,288 Goodwill 4,577,242 TOTAL NON-CURRENT ASSETS (1) TOTAL ASSETS OF SUBSIDIARIES CLASSIFIED AS HELD FOR SALE $ 12,066,428 Carrying Amounts of the Liabilities Included in Assets Held for Sale: Accounts Payable and Accrued Liabilities $ 963,255 Income Taxes Payable 159,053 Other Current Liabilities 27,854 TOTAL CURRENT LIABILITIES (1) Operating Lease Liabilities, Net of Current Portion 296,694 Deferred Tax Liabilities 2,151,879 TOTAL NON-CURRENT LIABILITIES (1) TOTAL LIABILITIES OF SUBSIDIARIES CLASSIFIED AS HELD FOR SALE $ 3,598,735 (1) The assets and liabilities of subsidiaries classified as held for sale are classified as current on the Consolidated Balance Sheets as of June 27, 2020 because it is probable that the sale will occur and proceeds will be collected within one year. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT As of March 27, 2021 and June 27, 2020, property and equipment consists of the following: Schedule of property and equipment March 27, June 27, 2021 2020 Land and Buildings $ 37,421,326 $ 37,400,378 Finance Lease Right-of-Use Assets 9,124,138 26,074,429 Furniture and Fixtures 12,428,701 12,393,369 Leasehold Improvements 59,551,369 56,026,595 Equipment and Software 25,823,935 25,379,767 Construction in Progress 28,866,937 36,833,422 Total Property and Equipment 173,216,406 194,107,960 Less Accumulated Depreciation (39,039,417 ) (30,484,865 ) Property and Equipment, Net $ 134,176,989 $ 163,623,095 Depreciation expense related to continuing operations of $ 3,540,369 12,116,847 42,452 383,618 3,680,139 13,331,921 536,729 1,640,176 438,557 835,497 “Note 11 – Leases” During the three and nine months ended March 28, 2020, borrowing costs totaling $ 2,106,988 4,415,716 13.7 15.1 In addition, during the three and nine months ended March 27, 2021, total labor related costs of $ 52,351 559,515 6,992 155,378 137,558 913,627 19,475 192,130 | 8. PROPERTY AND EQUIPMENT As of June 27, 2020 and June 29, 2019, property and equipment consists of the following: Schedule of property and equipment 2020 2019 Land and Buildings $ 37,400,378 $ 68,005,575 Finance Lease Right-of-Use Assets 26,194,566 17,081,955 Furniture and Fixtures 13,970,449 14,273,678 Leasehold Improvements 63,976,372 36,186,686 Equipment and Software 29,277,120 36,175,978 Construction in Progress 38,470,016 75,997,268 Total Property and Equipment 209,288,901 247,721,140 Less Accumulated Depreciation (34,741,034 ) (14,825,859 ) Property and Equipment, Net $ 174,547,867 $ 232,895,281 Depreciation expense related to continuing operations of $ 23,621,713 11,040,843 22,989,561 1,424,358 2,752,022 896,176 “Note 16 - Leases” During the year ended June 27, 2020 and June 29, 2019, borrowing costs totaling $ 1,749,467 2,724,118 10.2 10.5 448,086 2,183,419 207,664 320,917 During the year ended June 27, 2020, management noted indicators of impairment of its long-lived assets of certain cultivation assets in California and Nevada as well as certain long-lived assets relating to operations in Florida which was due to the change in use of these asset groups and the impacts of COVID-19. Accordingly, the Company recorded an impairment of $ 143,005,028 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | 7. INTANGIBLE ASSETS As of March 27, 2021 and June 27, 2020, intangible assets consist of the following: Schedule of intangible assets March 27, June 27, 2021 2020 Dispensary Licenses $ 118,881,616 $ 125,565,281 Customer Relationships 15,927,600 15,927,600 Management Agreement 7,594,937 7,594,937 Capitalized Software 9,343,352 9,255,026 Intellectual Property 6,276,955 8,520,121 Total Intangible Assets 158,024,460 166,862,965 Dispensary Licenses (20,685,860 ) (15,860,670 ) Customer Relationships (14,210,226 ) (6,261,515 ) Management Agreement (715,761 ) (565,972 ) Capitalized Software (4,071,756 ) (2,273,432 ) Intellectual Property (3,006,772 ) (5,496,231 ) Less Accumulated Amortization (42,690,375 ) (30,457,820 ) Intangible Assets, Net $ 115,334,085 $ 136,405,145 The Company recorded amortization expense related to continuing operations of $ 4,452,573 13,104,322 4,333,212 10,660,164 1,573,563 24,832 62,951 41,293 313,535 | 11. INTANGIBLE ASSET As of June 27, 2020 and June 29, 2019, intangible assets consist of the following: Schedule of intangible assets 2020 2019 Dispensary Licenses $ 139,736,881 $ 179,628,706 Customer Relationships 18,586,200 18,415,200 Management Agreement 7,594,937 7,594,937 Capitalized Software 9,255,026 4,010,454 Intellectual Property 8,520,121 8,212,764 Total Intangible Assets 183,693,165 217,862,061 Less Accumulated Amortization (35,612,135 ) (16,760,646 ) Intangible Assets, Net $ 148,081,030 $ 201,101,415 As of June 27, 2020, accumulated amortization for dispensary licenses, customer relationships, management agreement, capitalized software and intellectual property is $ 19,162,587 , $ 8,113,913 , $ 565,972 , $ 2,273,432 and $ 5,496,231 respectively. As of June 29, 2019, accumulated amortization for dispensary licenses, customer relationships, management agreement, capitalized software and intellectual property is $ 9,330,150 , $ 6,484,668 , $ 366,667 , $ 579,161 and nil 0 , respectively. The Company recorded amortization expense related to continuing operations of $ 16,880,094 12,439,105 346,180 276,847 During the year ended June 27, 2020, management noted indicators of impairment of its long-lived assets of certain asset groups in California, Nevada and Florida. The Company used various Level 3 inputs and a discounted cash flow model to determine the fair value of these asset groups. Accordingly, the Company recorded an impairment of $ 38,959,000 |
OTHER ASSETS
OTHER ASSETS | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
OTHER ASSETS | 8. OTHER ASSETS As of March 27, 2021 and June 27, 2020, other assets consist of the following: Schedule of other assets March 27, June 27, 2021 2020 Long-Term Security Deposits for Leases $ 4,817,042 $ 8,177,871 Loans and Other Long-Term Deposits 7,808,326 7,568,738 Other Assets 5,593 53,648 Total Other Assets $ 12,630,961 $ 15,800,257 | 13. OTHER ASSETS As of June 27, 2020 and June 29, 2019, other assets consist of the following: Schedule of other assets 2020 2019 Long Term Security Deposits for Leases $ 9,752,611 $ 10,451,381 Loans and other Long-Term Deposits 7,568,738 20,501,166 Other Assets 53,648 1,350,000 Total Other Assets $ 17,374,997 $ 32,302,547 During the year ended June 27, 2020, management noted indicators of realizability for certain loans and assets. Accordingly, the Company recorded an impairment of $ 5,944,143 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Mar. 27, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As of March 27, 2021 and June 27, 2020, accounts payable and accrued liabilities consist of the following: Schedule of accounts payable and accrued liabilities March 27, June 27, 2021 2020 Accounts Payable $ 32,203,779 $ 54,916,904 Accrued Liabilities 14,889,269 10,404,629 Other Accrued Liabilities 10,994,206 10,103,628 Total Accounts Payable and Accrued Liabilities $ 58,087,254 $ 75,425,161 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended |
Mar. 27, 2021 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | 10. OTHER CURRENT LIABILITIES As of March 27, 2021 and June 27, 2020, other current liabilities consist of the following: Schedule of other current liabilities March 27, June 27, 2021 2020 Accrued Interest Payable $ 790,906 $ 9,051,650 Contingent Consideration 87,893 8,951,801 Derivatives 5,707,715 546,076 Other Current Liabilities 14,135,611 1,728,854 Total Other Current Liabilities $ 20,722,125 $ 20,278,381 Contingent Consideration Contingent consideration recorded relates to a business acquisition during the year ended June 27, 2020. The contingent consideration related to the acquisition of One Love Beach Club is based upon fair value of the additional shares required to be paid upon the expiration of the lock-up and is based upon the fair market value of the Company’s trading stock and is considered a Level 1 categorization in the fair value hierarchy. Contingent consideration classified as a liability and measured at fair value in accordance with ASC 480, “Distinguishing Liabilities from Equity” Derivative Liabilities During the three months ended March 27, 2021, the Company issued the 50,000,000 warrants related to a private placement. The exercise price of the warrants is denominated in Canadian dollars. See “ Note 14 - Shareholders’ Equity – Private Placement “Derivatives and Hedging” The following are the warrants issued related to the financing transactions that were accounted for as derivative liabilities: Schedule of warrants issued related to the financing transactions Number of Warrants September Bought Deal Equity Financing 7,840,909 December Bought Deal Equity Financing 13,640,000 March 2021 Private Placement 50,000,000 (1) (2) 71,480,909 (1) During the three months ended March 27, 2021, the Company issued 50,000,000 warrants for Subordinate Voting Shares with an exercise price of C$0.50 per warrant and an expiration date of March 27, 2024. The exercise price of the warrants was denominated in a price other than the Company’s functional currency. In accordance with ASC 815, a share warrant denominated in a price other than the functional currency of the Company fails to meet the definition of equity. Accordingly, such a contract or instrument would be accounted for as derivative liabilities and measured at fair value with changes in fair value recognized in the unaudited interim Condensed Consolidated Statements of Operations at each period-end. (2) See “Note 14 - Shareholders’ Equity – Private Placement” for further information. A reconciliation of the beginning and ending balance of derivative liabilities and change in fair value of derivative liabilities for the nine months ended March 27, 2021 is as follows: Schedule of fair value of derivative liabilities March 27, 2021 Balance at Beginning of Period $ 546,076 Initial Recognition of Derivative Liabilities 7,228,134 Change in Fair Value of Derivative Liabilities (2,066,495 ) Balance at End of Period $ 5,707,715 The fair value of the September and December bought deal warrants was measured based on Level 1 inputs on the fair value hierarchy since there are quoted prices in active markets for these warrants. The Company used the closing price of the publicly-traded warrants to estimate fair value of the derivative liability as of March 27, 2021 for those warrants. The fair value of the March 2021 private placement warrants was measured based on Level 3 inputs on the fair value hierarchy using the Black-Scholes Option pricing model using the following variables: Schedule of assumptions to measure fair value Expected Stock Price Volatility 90.01 % Risk-Free Annual Interest Rate 0.06 % Expected Life 1.00 Share Price 0.33 Exercise Price 0.40 |
LEASES
LEASES | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Leases [Abstract] | ||
LEASES | 11. LEASES In accordance with ASU 2016-02 “Leases”, the Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and accrued obligations under operating lease (current and non-current) liabilities in the unaudited interim Condensed Consolidated Balance Sheets. Finance lease ROU assets are included in property and equipment, net and accrued obligations under finance lease (current and noncurrent) liabilities in the unaudited interim Condensed Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are classified as a finance lease or an operating lease. The Company classifies a lease as an operating lease when it does not meet any of the criteria of a finance lease as set forth by ASU 2016-02. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Most operating leases contain renewal options that provide for rent increases based on prevailing market conditions. The Company has lease extension terms at its properties that have either been extended or are likely to be extended. The terms used to calculate the ROU assets for these properties include the renewal options that the Company is reasonably certain to exercise. The below are the details of the lease cost and other disclosures regarding the Company’s leases for the three and nine months ended March 27, 2021 and March 28, 2020: Schedule of lease cost Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Finance Lease Cost: Amortization of Finance Lease Right-of-Use Assets $ 438,557 $ 586,376 $ 835,497 $ 3,203,300 Interest on Lease Liabilities 2,077,724 1,635,017 4,061,842 4,617,716 Operating Lease Cost 7,512,753 6,377,596 20,935,916 19,076,003 Total Lease Expenses $ 10,029,034 $ 8,598,989 $ 25,833,255 $ 26,897,019 2021 2020 2021 2020 Gain on Sale and Leaseback Transactions, Net $ - $ - $ - $ (704,207 ) Cash Paid for Amounts Included in the Measurement of Lease Liabilities: Financing Cash Flows from Finance Leases $ - $ 509,844 $ - $ 807,432 Operating Cash Flows from Operating Leases $ 1,712,630 $ 1,625,567 $ 15,611,252 $ 16,892,734 Non-Cash Additions to Right-of-Use Assets and Lease Liabilities: Recognition of Right-of-Use Assets for Finance Leases $ - $ - $ - $ 45,614,041 Recognition of Right-of-Use Assets for Operating Leases $ - $ 8,131,728 $ - $ 144,602,158 The weighted-average remaining lease term and discount rate related to the Company’s finance lease liabilities as of March 27, 2021 were 48 17.77 5 10.25 Future lease payments under non-cancellable operating leases and finance leases as of March 27, 2021 are as follows: Schedule of Future lease payments Fiscal Year Ending Operating Leases Finance Leases June 26, 2021 $ 5,504,585 $ 1,302,684 June 25, 2022 22,989,719 5,324,591 June 24, 2023 23,241,907 5,484,327 June 29, 2024 27,249,872 9,860,306 June 28, 2025 21,096,035 6,522,077 Thereafter 102,173,727 1,076,074,995 Total Lease Payments 202,255,845 1,104,568,980 Less Interest (96,771,980 ) (1,075,923,388 ) Present Value of Lease Liability $ 105,483,865 $ 28,645,592 Finance leases noted above contain required security deposits, refer to “Note 8 – Other Assets” Lease Deferral Arrangements During the nine months ended March 27, 2021, the Company modified its existing lease arrangements with the Treehouse Real Estate Investment Trust (the “REIT”) in which the REIT agreed to defer a portion of total current monthly base rent on certain cultivation facilities and ground leases for the 36-month period between July 1, 2020 and July 1, 2023 for a total of fourteen properties. Amendments for eight of the properties were accounted for as lease modifications in accordance with ASC 842, “ Leases Debt Note 12 – Notes Payable 8.6 3,500,000 0.34 16,274,615 | 16. LEASES As a result of the adoption of ASC 842 on June 30, 2019, the Company has changed its accounting policy for leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and accrued obligations under operating lease (current and non-current) liabilities in the Consolidated Balance Sheets. Finance lease ROU assets are included in property and equipment, net and accrued obligations under finance lease (current and noncurrent) liabilities in the Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are classified as a finance lease or an operating lease. A finance lease is a lease in which 1) ownership of the property transfers to the lessee by the end of the lease term; 2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise; 3) the lease is for a major part of the remaining economic life of the underlying asset; 4) The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already included in the lease payments equals or exceeds substantially all of the fair value; or 5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. The Company classifies a lease as an operating lease when it does not meet any one of these criteria. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Most operating leases contain renewal options that provide for rent increases based on prevailing market conditions. The Company has lease extension terms at its properties that have either been extended or are likely to be extended. The terms used to calculate the ROU assets for these properties include the renewal options that the Company is reasonably certain to exercise. As of the adoption date, the Company capitalized operating and finance right-of-use assets totaling $ 153,851,114 24,852,891 During the year ended June 27, 2020, management noted indicators of impairment of its long-lived assets of certain asset groups in California, Nevada and Florida which included right-of-use assets related to operating leases. The Company used various Level 3 inputs and a discounted cash flow model to determine the fair value of these asset groups. Accordingly, the Company recorded an impairment of $ 19,785,621 The below are the details of the lease cost and other disclosures regarding the Company’s leases as of June 27, 2020: Schedule of lease cost 2020 Finance Lease Cost: Amortization of Finance Lease Right-of-Use Assets $ 2,752,022 Interest on Lease Liabilities 6,262,019 Operating Lease Cost 30,661,411 Total Lease Expenses $ 39,675,453 2020 (Gain) and Loss on Sale and Leaseback Transactions, Net $ (704,207 ) Cash Paid for Amounts Included in the Measurement of Lease Liabilities: Financing Cash Flows from Finance Leases $ 1,785,282 Operating Cash Flows from Operating Leases $ 27,304,389 Non-Cash Additions to Right-of-Use Assets and Lease Liabilities: Recognition of Right-of-Use Assets for Finance Leases $ 45,614,041 Recognition of Right-of-Use Assets for Operating Leases $ 152,141,639 2020 Weighted-Average Remaining Lease Term (Years) - Finance Leases 48 Weighted-Average Remaining Lease Term (Years) - Operating Leases 9 Weighted-Average Discount Rate - Finance Leases 10.68 % Weighted-Average Discount Rate - Operating Leases 12.15 % The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes its secured borrowing rate. ROU assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both ROU assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions or covenants. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Finance Leases Certain lease monthly payments may escalate up to 3.0% each year, other lease monthly payments will increase to the greater of 3.0% or the consumer price index from the United States Department of Labor in which variability is included within the current and noncurrent finance lease liabilities. Future minimum principal payments under finance leases are as follows: Schedule of future leases payments Fiscal Year Ending Finance Leases June 26, 2021 $ 1,439,200 June 25, 2022 1,579,608 June 24, 2023 1,790,448 June 29, 2024 2,021,743 June 28, 2025 2,279,010 June 27, 2026 and Thereafter 51,479,265 Total Future Minimum Lease Payments $ 60,589,274 Finance leases noted above contain required security deposits, refer to “Note 11 - Other Assets” Sale and Leaseback Transactions During the years ended June 27, 2020 and June 29, 2019, the Company sold and subsequently leased back several of its properties in transactions with the Treehouse Real Estate Investment Trust (the “REIT”) and other third parties for total proceeds of $ 20,400,000 96,373,000 “Note 17 - Notes Payable” During the year ended June 27, 2020, the Company sold two properties and subsequently leased them back. One of the transactions did not qualify for sale leaseback accounting as the resulting lease was a finance lease under ASC 842 and thus did not meet the criteria for transfer of control under ASC 606. Accordingly, the asset remained on the Company’s Consolidated Balance Sheet as of June 27, 2020 at its cost basis and the Company recorded a financing liability for the amount of consideration received. The financing liability is included in notes payable on the Consolidated Balance Sheets. Refer to “Note 17 - Notes Payable” for further information. The other transaction qualified for sale leaseback accounting and the Company recognized a gain immediately upon sale. During the year ended June 29, 2019, of the sale and leaseback transactions, two of the sold properties qualified as a finance lease in which any gains are recognized over the term of the new lease while losses are recognized immediately recognized under ASC 840. Gains recognized upon the sale and leaseback transactions were deferred under ASC 840 as noted below. As of June 27, 2020 and June 29, 2019, the total deferred gain recorded for the sale and leaseback transactions was as follows: Schedule of deferred gain 2020 2019 Balance at Beginning of Year $ 5,297,965 $ - Additions - 5,666,274 Amortization (566,625 ) (368,309 ) Balance at End of Year 4,731,340 5,297,965 Less Current Portion of Deferred Gain (566,627 ) (566,627 ) Deferred Gain on Sale of Assets, Net of Current Portion $ 4,164,713 $ 4,731,338 The current portion and non-current portion of deferred gains are included as a component of accounts payable and other non-current liabilities in the Consolidated Balance sheet. Operating Lease Liabilities The Company leases certain business facilities from third parties under operating lease agreements that specify minimum rentals. The leases expire through 2038 and contain certain renewal provisions with implied interest rates ranging from 19.2% through 11.7%. The operating leases require monthly payments ranging from $446 to $195,780. Certain lease monthly payments may escalate up to 3.0% each year, other lease monthly payments will increase to the greater of 3.0% or the consumer price index from the United States Department of Labor in which variability is included within the current and noncurrent operating lease liabilities. Future minimum operating lease payments under non-cancelable operating leases is as follows: Schedule of Future minimum operating lease payments under non-cancelable operating leases Fiscal Year Ending Operating Leases June 26, 2021 $ 34,049,336 June 25, 2022 34,040,450 June 24, 2023 34,224,191 June 29, 2024 31,289,161 June 28, 2025 30,837,827 June 27, 2026 and Thereafter 134,553,668 Total Future Minimum Lease Payments $ 298,994,663 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Notes Payable | ||
NOTES PAYABLE | 12. NOTES PAYABLE As of March 27, 2021 and June 27, 2020, notes payable consist of the following: Schedule of notes payable March 27, June 27, 2021 2020 Financing liability incurred on various dates between January 2019 through September 2019 with implied interest rates ranging from 0.7% to 17.0% per annum. $ 83,400,000 $ 83,576,661 Non-revolving, senior secured term notes dated between October 1, 2018 and October 30, 2020, issued to accredited investors, which mature on January 31, 2022, and bear interest at a rate of 15.5% and 18.0% per annum. 104,436,180 77,675,000 Convertible debentures dated between September 16, 2020 and December 17, 2020, issued to accredited investors and qualified institutional buyers, which mature two years from issuance, and bear interest at a rate of 7.5% per annum. 5,000,000 - Promissory notes dated between January 15, 2019 through March 29, 2019, issued for deferred payments on acquisitions, which mature on varying dates from July 31, 2021 to April 1, 2022 and bear interest at rates ranging from 8.0% to 9.0% per annum. 3,762,500 16,173,250 Promissory notes dated November 7, 2018, issued to Lessor for tenant improvements as part of sales and leaseback transactions, which mature on November 7, 2028, bear interest at a rate of 10.0% per annum and require minimum monthly payments of $15,660 and $18,471. 2,233,720 2,339,564 Other 15,418 15,418 Total Notes Payable 198,847,818 179,779,893 Less Unamortized Debt Issuance Costs and Loan Origination Fees (8,832,434 ) (10,781,288 ) Net Amount $ 190,015,384 $ 168,998,605 Less Current Portion of Notes Payable (97,169,640 ) (16,188,668 ) Notes Payable, Net of Current Portion $ 92,845,744 $ 152,809,937 A reconciliation of the beginning and ending balances of notes payable for the nine months ended March 27, 2021 is as follows: Schedule of reconciliation notes payable Balance at Beginning of Period $ 168,998,605 Cash Additions 15,830,279 Non-Cash Addition - Debt Modification 877,439 Debt Discount Recognized on Modification (977,370 ) Extinguishment of Debt (12,173,250 ) Paid-In-Kind Interest Capitalized 15,178,462 Cash Payments (660,094 ) Equity Component of Debt- New and Amended (5,583,407 ) Cash Paid for Debt Issuance Costs 99,931 Accretion of Debt Discount included in Discontinued Operations 5,834,043 Accretion of Debt Discount 2,590,746 Balance at End of Period $ 190,015,384 Less Current Portion of Notes Payable (97,169,640 ) Notes Payable, Net of Current Portion $ 92,845,744 Amendments to Senior Secured Term Loan Facility On July 2, 2020, the Company completed the amendment of its existing term loan facility (the “Facility”) in the principal amount of $ 77,675,000 15.5 “Modifications and Extinguishments” The Company incurred an amendment fee of $ 834,000 20,227,863 0.34 20,227,863 0.60 December 31, 2022 906,436 “Note 15 – Share-Based Compensation” On September 16, 2020, the Company entered into further amendments wherein the amount of funds available under the Facility was increased by $ 12,000,000 5,700,000 The additional amounts are funded through incremental term loans at an interest rate of 18.0% per annum wherein 12.0% shall be paid in cash monthly in arrears and 6.0% shall accrue monthly as payment-in-kind. In connection with each incremental draw under the amended Facility, the Company shall issue warrants equal to 200% of the incremental term loan amount, divided by the greater of (a) $0.20 per share and (b) 115% multiplied Note 13 – Senior Secured Convertible Credit Facility September 16, 2025 542,986 On September 16, 2020, the Company closed on an incremental term loan of $ 3,000,000 30,000,000 7,705,279 77,052,790 “Note 15 – Share-Based Compensation” On September 16, 2020 and September 28, 2020, the down round feature on the warrants issued in connection with the incremental term loan of $ 3,000,000 405,480 Amendment to Promissory Note On February 25, 2021, the Company completed the second amendment of its existing promissory note in the principal amount of $ 3,500,000 April 1, 2022 9.0 2,410,504 Acquisition Promissory Note During the three months ended March 27, 2021, as a result of the legal proceedings and decisions by the applicable governing bodies, the Company derecognized an acquisition promissory note and its accrued interest in the aggregate amount of $ 13,375,430 Note 21 – Commitments and Contingences Unsecured Convertible Facility On September 16, 2020, the Company entered into an unsecured convertible debenture facility for total available proceeds of $ 10,000,000 7.5 1,000,000 10,000,000 7.5 0.25 0.17 On September 16, 2020, the Company closed on an initial $ 1,000,000 3,293,413 0.21 3,777,475 0.17 1,000,000 0.15 3,592,425 0.17 1,000,000 0.15 3,597,100 0.18 799,949 On February 10, 2021, the Company entered into an agreement with Wicklow Capital, a related party, to issue additional warrants for Subordinate Voting Shares within 12 months based on the borrowed amount of the unsecured convertible facility tranches. These warrants will consist of 644,068, 761,205, 775,510, 741,260, and 693,575 warrants with an exercise price of $0.21, $0.18, $0.17, $0.18, and $0.19, respectively. The commitment to issue warrants related to the existing unsecured convertible facility was deemed to be a substantial modification of the facility under ASC 470-50 and a loss on extinguishment of $4,010,022 was recorded in the unaudited interim Condensed Consolidated Statements of Operations for the three and nine months ended March 27, 2021. Financing Liability In connection with the Company’s failed sale and leaseback transactions described in “Note 11 – Leases” | 17. NOTES PAYABLE As of June 27, 2020 and June 29, 2019, notes payable consist of the following: Schedule of notes payable 2020 2019 Promissory notes dated between January 15, 2019 through March 29, 2019, issued for deferred payments on acquisitions, which mature on varying dates from August 3, 2019 to June 30, 2020 and bear interest at rates ranging from 8.0% to 9.0% per annum. $ 16,173,250 $ 26,750,000 Secured promissory note dated November 27, 2019, issued to refinance property acquisition loans, which matures on May 31, 2020 and bears interest at a rate of 9.5% per annum. - 6,050,000 Finance liabilities incurred on various dates between January 2019 through September 2019 with implied interest rates ranging from 0.7% to 17.0% per annum. 83,576,661 71,538,352 Non-revolving, senior secured term note dated October 1, 2018, issued to accredited investors, which matures on January 31, 2022, and bears interest at a fixed rate of 15.5% per annum and requires monthly interest payments of 12.0% and 3.5% will accrue monthly as payment-in-kind. 77,675,000 77,675,000 Promissory notes dated November 7, 2018, issued to Lessor for tenant improvements as part of sales and leaseback transactions, which mature on November 7, 2028, bear interest at a rate of 10.0% per annum and require minimum monthly payments of $15,660 and $18,471. 2,339,564 2,484,357 Other 15,418 21,120 Total Notes Payable 179,779,893 184,518,829 Less Unamortized Debt Issuance Costs and Loan Origination Fees (10,781,288 ) (11,771,270 ) Net Amount $ 168,998,605 $ 172,747,559 Less Current Portion of Notes Payable (16,188,668 ) (21,998,522 ) Notes Payable, Net of Current Portion $ 152,809,937 $ 150,749,037 A reconciliation of the beginning and ending balances of notes payable for the years ended June 27, 2020 and June 29, 2019 is as follows: Schedule of reconciliation notes payable 2020 2019 Balance at Beginning of Period $ 172,747,559 $ 55,946,959 Cash Additions 13,850,000 166,243,539 Non-Cash Additions - Business Acquisition - 26,750,000 Non-Cash Addition - Debt Modification 1,000,000 - Debt Discount Recognized on Modification (1,000,000 ) - Payment of Amendment Fee (500,000 ) - Cash Payments (14,779,091 ) (55,007,057 ) Equity Component of Debt (5,331,969 ) (13,590,104 ) Shares Issued for Debt Issuance Costs - (1,857,431 ) Conversion of Convertible Debentures - (3,802,381 ) Shares Issued to Settle Debt (4,393,342 ) (8,929,288 ) Cash Paid for Debt Issuance Costs (61,500 ) (2,019,472 ) Accretion of Debt Discount 6,895,051 7,848,740 Non-Cash Loss on Extinguishment of Debt 571,897 1,164,054 Balance at End of Period $ 168,998,605 $ 172,747,559 Less Current Portion of Notes Payable (16,188,668 ) (21,998,522 ) Notes Payable, Net of Current Portion $ 152,809,937 $ 150,749,037 Scheduled maturities of debt are as follows: Schedule of maturities of debt Fiscal Year Ending Scheduled Maturity June 26, 2021 $ 16,188,668 June 25, 2022 77,675,000 June 24, 2023 - June 29, 2024 - June 28, 2025 - June 27, 2026 and Thereafter 85,916,225 Total Notes Payable $ 179,779,893 Senior Secured Term Loan Facility On October 1, 2018, the Company closed a $ 73,275,000 77,675,000 7.5 1 Additionally, MM CAN issued to the Lenders 8,105,642 4.97 In connection with the increased principal under the Facility, MM CAN issued to the Lenders an additional 511,628 4.73 In addition to providing a portion of the Facility, Stable Road Capital provided advisory services to the Company. Advisory services included introducing the Company to brands and various service providers, advice on the Facility and providing advice with respect to the Company’s planned structured sale of real estate assets. For its advisory services, MM CAN issued to Stable Road Capital 8,105,642 4.97 511,628 4.73 Amendment to Senior Secured Term Loan Facility On January 13, 2020, the Company completed the amendment of its existing term loan facility in the principal amount of $ 77,675,000 15.5 Company may prepay the amounts outstanding, on a non-revolving basis, at any time and from time to time, in whole or in part, without penalty. The amendment secured the Facility by a pledge of 100% of the equity interest in Project Compassion NY, LLC, which includes MedMen NY, Inc. and MMOF NY Retail, LLC. “Modifications and Extinguishments” Further, the Company cancelled the existing 16,211,284 and 1,023,256 warrants issued to the lenders exercisable at $4.97 and $4.73 per share, respectively, representing 100% of the loan amount. The Company issued new warrants to the lenders totaling 40,455,729 warrants exercisable at $0.60 per share until December 31, 2022. “Derivatives and Hedging” “Note 20 - Share-Based Compensation” 5,331,969 The existing loan facility is subject to certain covenant clauses whereby the Company is required to meet certain key financial ratios. As of June 27, 2020, the lenders waived certain covenant clauses. Refer to “Note 27 - Subsequent Events” Amendment to Secured Promissory Note On January 30, 2020, the Company amended the secured promissory note issued in connection with the acquisition of Kannaboost Technology Inc. and CSI Solutions LLC (collectively referred to as “Level Up”) wherein the principal amount was amended from $12,000,000 to $13,000,000 and the maturity date was extended to April 8, 2020. On February 10, 2020 500,000 “Modifications and Extinguishment” 571,897 On April 8, 2020, the Company entered into a third amendment of the Level Up secured promissory note wherein the maturity date was extended to the earlier of December 31, 2020 or in the event of default. No payments shall be due prior to the maturity date unless certain events occur. The balance of the secured promissory note will bear interest at a rate of 9.0 Settlement of Debt During the fiscal year ended June 27, 2020, the Company entered into agreements with various noteholders to settle debt and accrued interest by the issuance of 6,801,790 5,255,172 4,393,342 405,000 456,830 Financing Liability In connection with the Company’s failed sale and leaseback transactions described in “Note 16 - Leases” |
SENIOR SECURED CONVERTIBLE CRED
SENIOR SECURED CONVERTIBLE CREDIT FACILITY | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Debt Disclosure [Abstract] | ||
SENIOR SECURED CONVERTIBLE CREDIT FACILITY | 13. SENIOR SECURED CONVERTIBLE CREDIT FACILITY As of March 27, 2021 and June 27, 2020, senior secured convertible credit facility consists of the following: Schedule of senior secured convertible credit facility March 27, June 27, Tranche 2021 2020 Senior secured convertible notes dated April 23, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 1A $ 20,674,403 $ 21,660,583 Senior secured convertible notes dated May 22, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 1B 89,039,556 86,053,316 Senior secured convertible notes dated July 12, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 2 28,953,899 26,570,948 Senior secured convertible notes dated November 27, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 3 11,211,533 10,288,815 Senior secured convertible notes dated March 27, 2020, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 4 13,609,724 12,500,000 Amendment fee converted to senior secured convertible notes dated October 29, 2019, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 21,165,550 19,423,593 Senior secured convertible notes dated April 24, 2020, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. IA-1 2,959,951 2,734,282 Senior secured convertible notes dated September 14, 2020, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. IA-2 5,724,068 - Restatement fee issued in senior secured convertible notes dated March 27, 2020, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 8,513,121 8,199,863 Second restatement fee issued in senior secured convertible notes dated July 2, 2020, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 1,979,156 - Third restatement fee issued in senior secured convertible notes dated January 11, 2021, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 11,131,939 - Total Drawn on Senior Secured Convertible Credit Facility 214,962,900 187,431,400 Less Unamortized Debt Discount (57,897,490 ) (21,062,937 ) Senior Secured Convertible Credit Facility, Net $ 157,065,410 $ 166,368,463 A reconciliation of the beginning and ending balances of senior secured convertible credit facility for the nine months ended March 27, 2021 is as follows: Schedule of reconciliation senior secured convertible credit facilty Tranche 1 Tranche 2 Tranche 3 Tranche 4 Incremental Advance - 1 Incremental Advance - 2 3rd Advance Amendment Restatement Fee Notes 2nd Restatement Fee Notes TOTAL Balance as of June 27, 2020 $ 102,833,447 $ 25,352,687 $ 9,680,433 $ 2,455,231 $ 2,168,540 $ - $ - $ 18,964,600 $ 7,082,065 $ - 166,368,463 Cash Additions - - - - - 5,420,564 10,937,127 - - - 16,357,691 Repayments (8,000,000 ) - - - - - - - - - (8,000,000 ) Principal Reallocation 585,058 (3,276 ) (1,277 ) (404,451 ) (340 ) (589 ) - (2,395 ) (24,084 ) (148,646 ) - Fees Capitalized to Debt Related to - - - - - (468,564 ) (937,127 ) - - - (1,405,691 ) Paid-In-Kind Interest Capitalized 9,396,021 2,386,229 923,996 1,115,478 226,009 303,299 194,812 1,744,352 736,039 127,802 17,154,037 Net Effect on Debt from Extinguishment 4,812,996 962,750 497,175 2,167,870 (453,979 ) - - 455,792 630,758 2,000,000 11,073,362 Equity Component Debt - New (23,562,662 ) (6,147,968 ) (2,480,673 ) (2,839,499 ) (1,296,844 ) (3,239,507 ) (7,694,405 ) (4,337,438 ) (4,551,977 ) - (56,150,973 ) Cash Paid for Debt Issuance Costs - - - - - (175,000 ) (200,000 ) - - - (375,000 ) Amortization of Debt Discounts 5,394,019 1,282,359 531,455 1,057,893 414,622 726,545 565,258 971,013 1,099,158 1,198 12,043,520 Balance as of March 27, 2021 $ 91,458,879 $ 23,832,781 $ 9,151,109 $ 1,383,982 $ 1,058,008 $ 2,566,748 $ 2,865,665 $ 17,795,924 $ 4,971,959 $ 1,980,354 $ 157,065,410 On July 2, 2020, the Company amended and restated the securities purchase agreement with Gotham Green Partners (“GGP”) under the senior secured convertible credit facility (the “Convertible Facility”) (the “Fourth Amendment”) wherein the minimum liquidity covenant was waived until September 30, 2020 and resetting at $ 5,000,000 the Convertible Facility with a 5% prepayment penalty until 2nd anniversary of the Fourth Amendment and 3% prepayment penalty thereafter. As consideration for the amendment, the conversion price for 52% of the tranches 1 through 3 and the first amendment fee notes outstanding under the Convertible Facility were amended to $0.34 per share. 2,000,000 0.28 10,129,655 On September 14, 2020, the Company closed on an incremental advance in the amount of $ 5,000,000 0.20 25,000,000 1,080,255 16,875,001 the conversion price for 5.0% of the existing Notes outstanding prior to Tranche 4 and Incremental Advance (including paid-in-kind interest accrued on such Notes), being 5.0% of an aggregate principal amount of $170,729,923, was amended to $0.20 per share. 468,564 0.20 On September 16, 2020 and September 28, 2020, the down round feature on the convertible notes and warrants issued in connection with Tranche 4, Incremental Advances and certain amendment fees was triggered wherein the exercise price was adjusted to $ 0.17 32,744,770 6,723,954 On November 1, 2020, the Company repaid $ 8,000,000 943,706 On January 11, 2021, the Company amended and restated the securities purchase agreement under the Convertible Facility (the “Fifth Amendment”) wherein the minimum liquidity covenant was waived until June 30, 2021 and resetting at $7,500,000 effective on July 1, 2021 through December 31, 2021, and $15,000,000 thereafter, and waiver of the minimum liquidity covenant if the Company is current on cash interest. Furthermore, covenants with regards to non-operating leases, capital expenditures and corporate SG&A will now be tied to a board of directors approved budget. In conjunction with the Fifth Amendment, the Company received an additional advance of $10,000,000 under its existing Convertible Facility with GGP with a conversion price of $0.16 per share. The Company also issued 62,174,567 warrants exercisable for five years at a purchase price of $0.16 per share. The notes, restatement fee notes and warrants are subject to down round adjustment provisions, with certain exceptions, if the Company issues securities at a lower price. The Fifth Amendment to the Convertible Facility was not deemed to be a substantial modification under ASC 470-50 . Pursuant to the terms of the GGP Facility, the conversion price of $47,100,000 of the existing Notes outstanding prior to Tranche 4 and Incremental Advance (including paid-in-kind interest accrued on such Notes), of an aggregate principal amount of $168,100,000, was amended to $0.17 per share, of which $16,800,000 of the Notes outstanding will continue to be subject to down round adjustment provisions. In addition, the Company cancelled an aggregate of 2,160,507 warrants that were issued with such notes and, in exchange, issued 41,967,832 warrants with an exercise price of $0.16 per share. In connection with the Fifth Amendment, the Company issued convertible notes as consideration for a $937,127 fee with a conversion price of $0.16 per share. | 18. SENIOR SECURED CONVERTIBLE CREDIT FACILITY As of June 27, 2020 and June 29, 2019, senior secured convertible credit facility consists of the following: Schedule of senior secured convertible credit facility Tranche 2020 2019 Senior secured convertible notes dated April 23, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 1A $ 21,660,583 $ 20,000,000 Senior secured convertible notes dated May 22, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 1B 86,053,316 80,000,000 Senior secured convertible notes dated July 12, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 2 26,570,948 - Senior secured convertible notes dated November 27, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 3 10,288,815 - Senior secured convertible notes dated March 27, 2020, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 4 12,500,000 - Amendment fee converted to senior secured convertible notes dated October 29, 2019, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 19,423,593 - Senior secured convertible notes dated April 24, 2020, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. IA-1 2,734,282 - Restatement fee issued in senior secured convertible notes dated March 27, 2020, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 8,199,863 - Total Drawn on Senior Secured Convertible Credit Facility 187,431,400 100,000,000 Less Unamortized Debt Discount (21,062,937 ) (13,144,585 ) Senior Secured Convertible Credit Facility, Net $ 166,368,463 $ 86,855,415 A reconciliation of the beginning and ending balances of senior secured convertible credit facility for the years ended June 27, 2020 and June 29, 2019 is as follows: Schedule of reconciliation senior secured convertible credit facility Tranche 1 Tranche 2 Tranche 3 Tranche 4 Amendment Restatement Fee Notes TOTAL Balance as of July 1, 2018 $ - $ - $ - $ - $ - $ - $ - Cash Additions 100,000,000 - - - - - 100,000,000 Net Effect on Equity Component of New (7,548,720 ) - - - - - (7,548,720 ) Shares Issued for Debt Issuance Costs (3,979,119 ) - - - - - (3,979,119 ) Cash Paid for Debt Issuance Costs (2,076,757 ) - - - - - (2,076,757 ) Amortization of Debt Discounts 460,011 - - - - - 460,011 Balance as of June 29, 2019 $ 86,855,415 $ - $ - $ - $ - $ - $ 86,855,415 Cash Additions - 25,000,000 10,000,000 15,000,000 - - 50,000,000 Fees Capitalized to Debt Related to - - - 234,282 18,750,000 8,199,863 27,184,145 Paid-In-Kind Interest Capitalized 7,713,899 1,570,948 288,815 - 673,593 - 10,247,255 Net Effect on Equity Component of New 6,942,719 (1,137,637 ) (172,786 ) (12,161,866 ) (511,900 ) (1,245,676 ) (8,287,146 ) Cash Paid for Debt Issuance Costs - (482,998 ) (641,689 ) (673,435 ) - - (1,798,122 ) Amortization of Debt Discounts 1,321,414 402,374 206,093 56,250 52,907 127,878 2,166,916 Balance as of June 27, 2020 $ 102,833,447 $ 25,352,687 $ 9,680,433 $ 2,455,231 $ 18,964,600 $ 7,082,065 $ 166,368,463 On March 22, 2019, the Company signed a binding term sheet for a senior secured convertible credit facility (the “Convertible Facility”) of up to $ 250,000,000 The Convertible Facility will be accessed through issuances to the lenders of convertible senior secured notes (“Notes”) co-issued by the Company and MM CAN, in an aggregate amount of up to $ 250,000,000 100,000,000 All Notes will have a maturity date of 36 months from the Closing Date (the “Maturity Date”), with a 12-month extension feature available to the Company on certain conditions, including payment of an extension fee of 1.0% of the principal amount under the outstanding Notes. All Notes will bear interest from their date of issue at LIBOR plus 6.0% per annum. During the first 12 months, interest may be paid-in-kind (“PIK”) at the Company’s option such that any amount of PIK interest will be added to the outstanding principal of the Notes. The Company shall have the right after the first year, to prepay the outstanding principal amount of the Notes prior to maturity, in whole or in part, upon payment of 105% of the principal amount in the second year and 103% of the principal amount thereafter. The Notes (including all accrued interest and fees thereon) will be convertible, at the option of the holder, into Subordinate Voting Shares at any time prior to the close of business on the last business day immediately preceding the Maturity Date. The conversion price for each tranche of Notes is determined based upon a predefined formula as defined in the agreement immediately prior to funding of each tranche. The Company may force the conversion of up to 75% of the then outstanding Notes if the VWAP of the Subordinate Voting Shares (converted to U.S. dollars) is at least $8.00 for any 20 consecutive trading day period, at a conversion price per Subordinate Voting Share equal to $8.00. If 75% of the then outstanding Notes are converted by the Company Upon issuance of Notes pursuant to any tranche, the lenders will be issued share purchase warrants of the Company (“Warrants”), each of which would be exercisable to purchase one Subordinate Voting Share for 36 months from the date of issue. The number of Warrants to be issued will represent an approximate 50% Warrant coverage for each tranche. The exercise prices for each tranche of Warrants are determined based upon a predefined formula as defined in the agreement immediately prior to funding of each tranche. In connection with Tranche 1, the Company issued to the lenders 10,086,066 3.72 42,913,752 4.29 7,548,720 2,276,757 1,748,251 3,979,119 As additional consideration for the purchase of the Notes, at the time of each Tranche closing, the lenders will be paid an advance fee of 1.5% of the principal amount of the Notes purchased in such Tranche. While the Notes are outstanding, the lenders will be entitled to the collective rights (a) to nominate an individual to the board of directors of the Company, and (b) to appoint a representative to attend all meetings of the board of directors in a non-voting observer capacity. The Notes and the Warrants, and any Subordinate Voting Shares issuable as a result of a conversion of the Notes or exercise of the Warrants, will be subject to a four-month hold period from the date of issuance of such Notes or such Warrants, as applicable, in accordance with applicable Canadian securities laws. As of June 29, 2019, the Company has drawn down $ 20,000,000 80,000,000 100,000,000 25,000,000 10,000,000 12,500,000 2,500,000 On August 12, 2019, the Company amended certain provisions of the Convertible Facility led by GGP (the “First Amendment”). The Company agreed to pay GGP 15% of the $ 125,000,000 18,750,000 1.28 2.95 50,000,000 75,000,000 “Modifications and Extinguishments” On October 29, 2019, the Company completed the second amendment of the Convertible Facility with GGP (the “Second Amendment”) wherein certain reporting and financial covenants were modified. The Amendment removed the senior debt to market capitalization ratio covenant. The conversion of any portion of the obligations into shares is restricted until on or after October 29, 2020. As a result of the Second Amendment, the Company has the right to repay, in whole or in part, the outstanding principal amount of the Note together with accrued and unpaid interest and fees, plus the applicable premium which is five percent (5%) of the principal amount being repaid before the second anniversary of the date of issuance of each convertible note, and three percent (3%) of the principal amount being repaid thereafter. The amount of available credit in the remaining tranches was amended to $ 10,000,000 115,000,000 “Modifications and Extinguishments” On March 27, 2020, the Company amended and restated the securities purchase agreement with GGP (the “Third Amendment”) wherein GGP committed to fund up to $ 150,000,000 The maximum funding capacity under the Convertible Facility, as amended on March 27, 2020 is $285,000,000 of which $135,000,000 had been drawn down in prior tranches. The final $25,000,000 is subject to acceptance by the Company. The Company agreed to pay GGP 10% of the existing Notes outstanding prior to Tranche 4, including paid-in-kind interest accrued on such Notes (the “Existing Notes”), or $163,997,255, as a restatement fee (the “Restatement Fee”), of which the first 50% of the Restatement Fee was paid through the issuance of additional Notes in an aggregate principal amount equal to $8,199,863 at a conversion price of $0.26 (the “Restatement Fee Notes”). The remaining 50% of the Restatement Fee, or $8,199,863, will be due upon each Incremental Advance on a pro-rata basis of $87,500,000. 187,500 1.5 Under the Amended and Restated SPA, each Incremental Advance will be issued at a conversion price per Subordinate Voting Share equal to the five (5) day VWAP of the Subordinate Voting Shares as of the trading day immediately preceding the date of completion of such Incremental Advance, subject to a minimum price of $ 0.20 0.40 0.26 In connection with each Incremental Advance, the Company will also share purchase warrants of the Company (“Incremental Warrants”) representing 100% coverage on the aggregate principal amount of such Incremental Advance, each of which will be exercisable to purchase one Subordinate Voting Share for a period of five (5) years from the date of issuance, at an exercise price per Subordinate Voting Share equal to the Restatement Conversion Price for such Incremental Advance. In addition, as any Incremental Advances are funded, the relative portion of the existing share purchase warrants issued under the Convertible Facility and outstanding prior to Tranche 4 (the “Existing Warrants”) will be cancelled and replaced by new share purchase warrants of the Company (the “Replacement Warrants”), each of which will be exercisable to purchase one Subordinate Voting Share for a period of five (5) years from the date of issuance at an exercise price equal to the Restatement Conversion Price for such Incremental Advance. The Incremental Warrants, including the Tranche 4 Warrants, and the Replacement Warrants will be exercisable on a cashless (net exercise) basis. In addition, if the Company’s retail operations achieve two (2) consecutive three-month periods of positive after-tax free cash flow during any time prior to the expiry date for the Replacement Warrants, then all outstanding Replacement Warrants will be automatically cancelled upon achieving the milestone. The principal amount of the Existing Notes that will be repriced and the number of Existing Warrants that will be cancelled and replaced upon an Incremental Advance will be based on the percentage that the amount of such Incremental Advance is of a total funding target of $ 100,000,000 135,000,000 10,706,883 As a result of the amendments during fiscal year ended June 27, 2020, all convertible notes will have a maturity date of 36 months from April 23, 2019 (the “Maturity Date”), with a twelve-month extension feature available to the Company on certain conditions, including payment of an extension fee of 1.0% of the principal amount under the outstanding Convertible Facility, provided that if the Tranche 4 Notes and Funding Commitments reach at least $100,000,000 in the aggregate, GGP will have certain options to extend the Maturity Date up to April 23, 2027. The Convertible Facility will bear interest from their date of issue at LIBOR plus 6.0% per annum. During the first twelve months, interest may be paid-in-kind (“PIK”) at the Company’s option such that any amount of PIK interest will be added to the outstanding principal of the Convertible Facility. The Company shall have the right after the first year, to prepay the outstanding principal amount of the Convertible Facility prior to maturity, in whole or in part, upon payment of 105% of the principal amount in the second year and 103% of the principal amount thereafter. The Notes (including all accrued interest and fees thereon) will be convertible, at the option of the holder, into Subordinate Voting Shares at any time prior to the close of business on the last business day immediately preceding the Maturity Date. The Convertible Facility is subject to certain covenant clauses, whereby the Company is required to meet certain key financial ratios. As of June 27, 2020, the Company did not fulfill certain minimum liquidity debt covenants for the Convertible Facility as required in the agreement. However, subsequent to year-end, in addition to amendments to the Facility, the Company obtained a waiver of the violations as well as amendments to the covenants. The Company believes it will meet the amended covenants for the following 12-month period and has classified the balance of the Convertible Facility as non-current in the Consolidated Balance Sheets. Refer to “ Note 2 - Summary of Significant Accounting Policies, Going Concern Note 27 - Subsequent Events Upon funding of Tranche 2 in the amount of $ 25,000,000 2,967,708 857,336 3.16 3.65 3,708,772 1,071,421 1.01 1.17 Upon funding of the Tranche 4 Advance in the amount of $12,500,000 on March 27, 2020, the Company issued 48,076,923 Warrants with an exercise price of $0.26, representing 100% coverage of the Tranche 4 Advance. Additionally, in accordance with the Third Amendment, the Company cancelled 2,700,628 of the 21,605,061 Existing Warrants issued under Tranche 1, Tranche 2 and Tranche 3 and reissued 32,451,923 Replacement Warrants with an exercise price per share equal to $0.26. Upon funding of the Tranche 4 Advance on March 27, 2020, the conversion price for $20,499,657 of the convertible notes, representing 12.5% of each under Tranche 1, Tranche 2 and Tranche 3 was amended to $0.26 per Subordinate Voting Share. Upon funding of the incremental advance in the amount of $2,500,000 on April 24, 2020, the Company issued 9,615,385 warrants with an exercise price of $0.26. In addition, 540,128 Existing Warrants were cancelled and replaced with 6,490,385 warrants with an exercise price of $0.26 in accordance with the Third Amendment. Warrants issued pursuant to the Third Amendment may be exercised at the election of their holders on a cashless basis. All Existing and Replacement Warrants issued in connection with the Convertible Facility met the scope exception under ASC 815, “Derivatives and Hedging” “Note 20 - Share-Based Compensation” While the Notes are outstanding, the lenders will be entitled to the collective rights to (a) nominate an individual to the Board of Directors of the Company, and (b) appoint a representative to attend all meetings of the Board of Directors in a non-voting observer capacity. Pursuant to the Side Letter executed on October 29, 2019 in conjunction with the Amendment, GGP has the right to nominate a majority of the Company’s Board of Directors while the aggregate principal amount outstanding under the Notes being more than $ 25,000,000 The Notes and the Warrants, and any Subordinate Voting Shares issuable as a result of a conversion of the Notes or exercise of the Warrants, will be subject to a four-month hold period from the date of issuance of such Notes or such Warrants, as applicable, in accordance with applicable Canadian securities laws. Closing of any tranche of the Convertible Facility subsequent to Tranche 1 is subject to certain conditions being satisfied including, but not limited to, there is no event of default, reconfirmation of representations and warranties and compliance with applicable covenants and agreements. |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
MEZZANINE EQUITY | ||
SHAREHOLDERS’ EQUITY | 14. SHAREHOLDERS’ EQUITY Issued and Outstanding A reconciliation of the beginning and ending issued and outstanding shares is as follows: Schedule of Shares issued and outstanding Subordinate Voting Super MM CAN USA MM Enterprises USA Balance as of June 27, 2020 403,907,218 815,295 236,123,851 725,016 Cancellation of Super Voting Shares - (815,295 ) - - Shares Issued for Cash 57,800,000 - - - Shares Issued to Settle Accounts Payable and Liabilities 14,911,047 - - - Shares Issued for Exercise of Warrants - - 27,164,323 - Redemption of MedMen Corp Redeemable Shares 133,969,228 - (133,969,228 ) - Shares Issued for Vested Restricted Stock Units 7,173,256 - - - Shares Issued for Debt Amendment Fees 4,305,148 - - - Stock Grants for Compensation 3,703,730 - - - Balance as of March 27, 2021 625,769,627 - 129,318,946 725,016 Cancellation of Super Voting Shares Effective as of December 10, 2020, the Company cancelled the remaining 815,295 Class A Super Voting Shares that were granted via proxy to Benjamin Rose wherein no consideration was paid. The effect of the cancellation was recognized as a reduction in the mezzanine equity for the book value of $82,500 and the difference over the repurchase price of nil was recorded to additional paid-in capital. There was no effect on total shareholders’ equity as a result of this cancellation. As of March 27, 2021, there are no outstanding Class A Super Voting Shares. Private Placement Effective as of February 15, 2021, the Company executed the sale of 7,800,000 units through an investor agreement for a purchase price of $0.37 per share or aggregated total proceeds of approximately $2,866,000. Each unit consists of one Class B Subordinate Voting Share and one share purchase warrant. Each warrant permits the holder to purchase one additional Class B Subordinate Voting Share at an exercise price of $0.46 per share for a period of five years from the date of issuance. The warrants were classified within shareholders’ equity as additional-paid-in-capital in accordance with ASC 815-10, “ Derivatives and Hedging Effective as of March 18, 2021, the Company executed the sale (“Private Placement Offering”) of 50,000,000 units (“Private Placement Units”) and 50,000,000 warrants that were granted through a separate private placement for a purchase price of C$0.40 per Private Placement Unit for aggregated total proceeds of approximately C$20,000,000 (or $16,019,597 U.S. dollars). Each Private Placement Unit consisted of one Class B Subordinate Voting Share and one share purchase warrant of the Company (“Private Placement Warrant”). Each Private Placement Warrant entitles the holder to purchase one Subordinate Voting Share at an exercise price of C$0.50 for a period of 3 years following the closing of the Private Placement Offering. See “Note 10 – Other Current Liabilities” Cashless Exercise of Warrants On March 22, 2021, 40,000,000 warrants were exercised on a cashless basis for 27,164,323 MM CAN USA Class B Redeemable Shares. Non-Controlling Interests Non-controlling interest represents the net assets of the subsidiaries that the holders of the Subordinate Voting Shares do not directly own. The net assets of the non-controlling interest are represented by the holders of MM CAN USA Redeemable Shares and the holders of MM Enterprises USA Common Units. Non-controlling interest also represents the net assets of the entities the Company does not directly own but controls through a management agreement. As of March 27, 2021 and June 27, 2020, the holders of the MM CAN USA Redeemable Shares represent approximately 17.13% 36.89% 0.10% 0.11% Variable Interest Entities The below information are entities the Company has concluded to be variable interest entities (“VIEs”) as the Company possesses the power to direct activities through management services agreements (“MSAs”). Through these MSAs, the Company can significantly impact the VIEs and thus holds a controlling financial interest. The following table represents the summarized financial information about the Company’s consolidated VIEs. VIEs include the balances of LAX Fund II Group, LLC, Natures Cure, Inc. and Venice Caregiver Foundation, Inc. This information represents amounts before intercompany eliminations. As of and for the nine months ended March 27, 2021, the balances of the VIEs before any intercompany eliminations consists of the following: Schedule of VIE Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,197,557 $ - $ 10,310,942 $ 11,508,499 Non-Current Assets 13,045,511 2,925,798 4,980,057 20,951,366 Total Assets $ 14,243,068 $ 2,925,798 $ 15,290,999 $ 32,459,865 Current Liabilities $ 10,836,220 $ 9,032,248 $ 3,083,532 $ 22,952,000 Non-Current Liabilities 7,827,937 2,386,061 7 10,214,005 Total Liabilities $ 18,664,157 $ 11,418,309 $ 3,083,539 $ 33,166,005 Non-Controlling Interest $ (4,421,089 ) $ (8,492,511 ) $ 12,207,460 $ (706,140 ) Revenues $ 6,457,626 $ - $ 9,911,450 $ 16,369,076 Net Income (Loss) Attributable to Non-Controlling Interest $ 1,504,096 $ (2,422,184 ) $ 5,427,833 $ 4,509,745 As of and for the year ended June 27, 2020, the balances of the VIEs consists of the following: Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,233,188 $ 811,025 $ 6,639,231 $ 8,683,444 Non-Current Assets 16,867,824 3,259,563 5,032,428 25,159,815 Total Assets $ 18,101,012 $ 4,070,588 $ 11,671,659 $ 33,843,259 Current Liabilities $ 12,831,161 $ 7,481,953 $ 3,745,710 $ 24,058,824 Non-Current Liabilities 11,196,585 2,662,078 1,146,322 15,004,985 Total Liabilities $ 24,027,746 $ 10,144,031 $ 4,892,032 $ 39,063,809 Non-Controlling Interest $ (5,926,734 ) $ (6,073,443 ) $ 6,779,627 $ (5,220,550 ) Revenues $ 10,949,458 $ - $ 13,976,810 $ 24,926,268 Net Income (Loss) Attributable to Non-Controlling Interest $ (6,132,528 ) $ (3,777,079 ) $ 3,143,437 $ (6,766,170 ) The net change in the consolidated VIEs and other non-controlling interest are as follows for the nine months ended March 27, 2021: Schedule of other non-controlling interest Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. Other Non- Controlling Interests TOTAL Balance as of June 27, 2020 $ (5,925,185 ) $ (6,070,327 ) $ 6,779,627 $ (331,561,812 ) $ (336,777,697 ) Net Income (Loss) 1,504,096 (2,422,184 ) 5,427,833 (30,614,859 ) (26,105,114 ) Equity Component on Debt and Debt Modification - - - 4,055,133 4,055,133 Deferred Tax Impact On Conversion Feature - - - (1,210,052 ) (1,210,052 ) Redemption of MedMen Corp Redeemable Shares - - - (75,460,832 ) (75,460,832 ) Balance as of March 27, 2021 $ (4,421,089 ) $ (8,492,511 ) $ 12,207,460 $ (434,792,422 ) $ (435,498,562 ) Le Cirque Rouge, LP (the “Operating Partnership,” or the “OP”) is a Delaware limited partnership that holds substantially all of the real estate assets owned by the REIT, conducts the REIT’s operations, and is financed by the REIT. Under ASC 810, “Consolidation” “Note 11 – Leases” | 19. SHAREHOLDERS’ EQUITIES Authorized The authorized share capital of the Company is comprised of the following: Unlimited Number of Class B Subordinate Voting Shares Holders of Subordinate Voting Shares are entitled to notice of and to attend at any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company will have the right to vote. At each such meeting, holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held. As long as any Subordinate Voting Shares remain outstanding, the Company will not, without the consent of the holders of the Subordinate Voting Shares by separate special resolution, prejudice or interfere with any right attached to the Subordinate Voting Shares. Holders of Subordinate Voting Shares are entitled to receive as and when declared by the directors of the Company, dividends in cash or property of the Company. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders, the holders of Class B Subordinate Voting Shares shall, subject to the prior rights of the holders of any shares of the Company ranking in priority rights of the holders of any shares of the Company ranking in priority to the Class B Shares (including without restriction the Class A Super Voting Shares) be entitled to participate ratably along with all other holders of Class B Shares. Unlimited Number of Class A Super Voting Shares Holders of Super Voting Shares are not entitled to receive dividends. They are entitled to notice of and to attend at any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company have the right to vote. At each such meeting, holders of Super Voting Shares are entitled to 1,000 votes in respect of each Super Voting Share held. Provided that the founders hold more than 50% of the issued and outstanding non-voting common shares of MM Corp and Common Units of LLC, otherwise each holders of Super Voting Shares are entitled to 50 votes in respect of each Super Voting Share held. 0.10119 82,500 Distinguishing Liabilities from Equity In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders, the Company will distribute its assets firstly and in priority to the rights of holders of any other class of shares of the Company (including the holders of preferred shares of any series and Class B Subordinate Voting Shares) to return the issue price of the Class A Super Voting Shares. If there are insufficient assets to fully return the issue price, such holders will receive an amount equal to the holders of the Class A Super Voting Shares such holders will receive an amount equal to their pro rata share in proportion to the issue price of their Class A Super Voting Shares along with all other holders of Class A Super Voting Shares. On January 31, 2020, the Company announced that Adam Bierman and Andrew Modlin agreed to surrender all of their Class A Super Voting Shares to the Company. The value of the Super Voting Shares will be determined by a special committee of the Board (the “Special Committee”) through a process that includes hiring a third-party supervised by the Special Committee. As of June 27, 2020, the third-party valuation has not been completed. Accordingly, 815,295 475,650 Unlimited Number of Preferred Shares The Preferred Shares may be issued at any time or from time to time in one or more series. The board of directors of the Company may, by resolution, alter its Notice of Articles of the Company to create any series of Preferred Shares and to fix before issuance, the designation, rights, privileges, restrictions and conditions to attach to the Preferred Shares of each series, including the rate, form, entitlement and payment of preferential dividends, the dates and place for payment thereof, the redemption price, terms, procedures and conditions of redemption, if any, voting rights and conversion rights, if any, and any sinking fund, purchase fund or other provisions attaching to the Preferred Shares of such series; provided, however, that no Preferred Shares of any series shall be issued until the Company has filed an alteration to its Notice of Articles with the British Columbia Registrar of Companies. Preferred shares shall be entitled to preference over other classes of shares, dividends when declared and any distribution of assets in event of liquidation, dissolution or winding up the Company, whether voluntary or involuntary. 2,000,000,000 Units of MM CAN USA Redeemable Shares The Company’s subsidiary, MM CAN USA, Inc. has two authorized classes of units, Class A and Class B Redeemable Stock with a $ 0.001 1,000,000,000 Unlimited Number of MM Enterprises USA Common Units The Company’s subsidiary, MM Enterprises USA, LLC has one authorized class of units being Common Units. Common Units contain no voting rights and are redeemable into Class B Redeemable Units of MedMen Corp or of the Company’s Class B Subordinate Voting Shares. Distributions to members, upon the dissolution or liquidation of the Company, whether voluntary or involuntary may be declared by out of distributable cash or other funds or property legally available therefor in such amounts and on such terms as the Company shall determine using such record date as the Company may designate on a pro-rata basis in accordance with each members percentage interest in the Company. Issued and Outstanding A reconciliation of the beginning and ending issued and outstanding shares is as follows: Schedule of shares issued and outstanding Subordinate Voting Super MM CAN USA MM Enterprises USA Balance as of July 1, 2018 45,215,976 1,630,590 365,961,334 1,570,064 Bought Deal Equity Financing 29,321,818 - - - At-the-Market Equity Financing Program 5,168,500 - - - Shares Issued to Settle Debt 632,130 - 3,932,415 - Debt Issuance Costs 2,691,141 - - - Redemption of MedMen Corp Redeemable Shares 58,095,821 - (58,095,821 ) - Redemption of LLC Redeemable Units 5,566,993 - 4,274,566 (9,841,559 ) Other Assets 919,711 - 72,464 - Acquisition Costs 159,435 - 169,487 - Acquisition of Non-Controlling Interest 9,736,870 - - - Business Acquisitions 10,875,929 - - - Asset Acquisitions 1,658,884 - - 8,996,511 Vested Restricted Stock Units 333,479 - - - Exercise of Warrants - - 2,878,770 - Stock Grants for Compensation 2,634,235 - - - Balance as of June 29, 2019 173,010,922 1,630,590 319,193,215 725,016 Cancellation of Super Voting Shares - (815,295 ) - - At-the-Market Equity Financing Program, Net 9,789,300 - - - Shares Issued for Cash 61,596,792 - - - Shares Issued to Settle Debt and Accrued Interest 6,801,790 - - - Shares Issued to Settle Accounts Payable and Liabilities 24,116,461 - - - Shares Issued to Settle Contingent Consideration 13,737,444 - - - Asset Acquisitions 7,373,034 - - - Redemption of MedMen Corp Redeemable Shares 83,119,182 - (83,119,182 ) - Shares Issued for Vested Restricted Stock Units 329,548 - - - Shares Issued for Other Assets 13,479,589 - - - Shares Issued for Acquisition Costs 765,876 - - - Shares Issued for Business Acquisition 5,112,263 - - - Stock Grants for Compensation 4,675,017 - 49,818 - Balance as of June 27, 2020 403,907,218 815,295 236,123,851 725,016 September Bought Deal Equity Financing On September 27, 2018, MedMen Corp completed a bought deal financing (the “September Offering”) of 15,681,818 units (the “September Units”) at a price of C$5.50 per September Unit (the “September Issue Price”), which included the exercise in full by the Underwriters of their over-allotment option, for aggregate gross proceeds of approximately C$86,250,000 (or $65,935,325 U.S. dollars). Each September Unit consisted of one Subordinate Voting Share and one-half of one share purchase warrant of the Company (each whole share purchase warrant, a “September Warrant”). Each September Warrant entitles the holder thereof to acquire, subject to adjustment in certain circumstances, one Subordinate Voting Share at an exercise price of C$6.87 for a period of 36 months following the closing of the September Offering. On September 27, 2018, the September Warrants commenced trading under the ticker symbol “MMEN.WT”. See “Note 15 - Derivative Liabilities” December Bought Deal Equity Financing On December 5, 2018, MedMen Corp completed a bought deal financing (the “December Offering”) of 13,640,000 units (the “December Units”) at a price of C$5.50 per December Unit (the “December Issue Price”) for aggregate gross proceeds of approximately C$75,020,000 (or $55,976,720 U.S. dollars). Each December Unit consisted of one Subordinate Voting Share and one share purchase warrant of the Company (“December Warrant”). Each December Warrant entitles the holder thereof to acquire, subject to adjustment in certain circumstances, one Subordinate Voting Share at an exercise price of C$6.87 ($ 5.28 “Note 15 - Derivative Liabilities” At-the-Market Equity Financing Program On April 10, 2019, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Canaccord Genuity Corp. pursuant to which the Company may, from time to time, sell Subordinate Voting Shares for aggregate gross proceeds of up to C$60,000,000. 9,789,300 5,168,500 12,399,252 13,306,096 Non-Controlling Interests Non-controlling interest represents the net assets of the subsidiaries the holders of the Subordinate Voting Shares do not directly own. The net assets of the non-controlling interest are represented by the holders of the MM CAN USA Redeemable Shares. and the holders of MM Enterprises USA Common Units. Non-controlling interest also represents the net assets of the entities the Company does not directly own but controls through a management agreement. As of June 27, 2020 and June 29, 2019, the holders of the MM CAN USA Redeemable Shares represent approximately 36.89 64.85 0.11 0.15 Variable Interest Entities The below information are entities the Company has concluded to be variable interest entities (“VIEs”) as the Company possesses the power to direct activities through management services agreements (“MSAs”). Through these MSAs, the Company can significantly impact the VIEs and thus holds a controlling financial interest. The following table represents the summarized financial information about the Company’s consolidated VIEs. VIEs include the balances of LAX Fund II Group, LLC, Natures Cure, Inc. and Venice Caregiver Foundation, Inc. This information represents amounts before intercompany eliminations. Acquisition of Previously Consolidated VIE Prior to January 25, 2019, the Company VIE’s also included The Source Santa Ana and The Farmacy Collective. On January 25, 2019, the Company completed the acquisition of the Source Santa Ana and The Farmacy Collective from Captor Capital Corp. (“Captor”), a related party for $ 33,035,817 9,736,870 33,035,817 1,051,902 As of and for the year ended June 27, 2020, the balances of the VIEs consist of the following: Schedule of VIE Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,233,188 $ 811,025 $ 6,639,231 $ 8,683,444 Non-Current Assets 16,867,824 3,259,563 5,032,428 25,159,815 Total Assets 18,101,012 4,070,588 11,671,659 33,843,259 Current Liabilities $ 12,831,161 $ 7,481,953 $ 3,745,710 $ 24,058,824 Non-Current Liabilities 11,196,585 2,662,078 1,146,322 15,004,985 Total Liabilities 24,027,746 10,144,031 4,892,032 39,063,809 Non-Controlling Interest $ (5,926,734 ) $ (6,073,443 ) $ 6,779,627 $ (5,220,550 ) Revenues $ 10,949,458 $ - $ 13,976,810 $ 24,926,268 Net (Loss) Income Attributable to Non-Controlling Interest $ (6,132,528 ) $ (3,777,079 ) $ 3,143,437 $ (6,766,170 ) As of and for the year ended June 29, 2019, the balances of the VIEs consist of the following: Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,793,174 $ 1,156,113 $ 1,437,604 $ 4,386,891 Non-Current Assets 6,133,804 1,753,897 4,000,000 11,887,701 Total Assets 7,926,978 2,910,010 5,437,604 16,274,592 Current Liabilities $ 6,375,156 $ 5,203,258 $ 1,801,414 $ 13,379,828 Non-Current Liabilities 1,344,479 - - 1,344,479 Total Liabilities 7,719,635 5,203,258 1,801,414 14,724,307 Non-Controlling Interest $ 207,343 $ (2,293,248 ) $ 3,636,190 $ 1,550,285 Revenues $ 9,767,302 $ - $ 11,630,475 $ 21,397,777 Net (Loss) Income Attributable to Non-Controlling Interest $ (5,563,148 ) $ (5,264,296 ) $ 3,345,828 $ (7,481,616 ) The net change in the consolidated VIEs and other non-controlling interest are as follows for the year ended June 27, 2020: Schedule of other non-controlling interest Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. Other Non- Controlling Interests TOTAL Balance as of June 29, 2019 $ 207,343 $ (2,293,248 ) $ 3,636,190 $ (33,417,690 ) $ (31,867,405 ) Net Income (Loss) (6,132,528 ) (3,777,079 ) 3,143,437 (272,499,888 ) (279,266,058 ) Cash Distributions from Non-Controlling Members - - - (310,633 ) (310,633 ) Stock Grants for Compensation - - - 35,157 35,157 Equity Component on Debt and Debt Modification - - - 5,331,969 5,331,969 Redemption of MedMen Corp Redeemable Shares - - - (32,192,800 ) (32,192,800 ) Share-Based Compensation - - - 1,492,073 1,492,073 Balance as of June 27, 2020 $ (5,925,185 ) $ (6,070,327 ) $ 6,779,627 $ (331,561,812 ) $ (336,777,697 ) The net change in the consolidated VIEs and other non-controlling interest are as follows for the year ended June 29, 2019: Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. Farmacy Collective and The Source Santa Ana Other Non- Controlling Interests TOTAL Balance as of June 30, 2018 $ 5,770,491 $ 2,971,048 $ 290,362 $ (692,837 ) $ 77,389,350 $ 85,728,414 Net Income (Loss) (5,563,148 ) (5,264,296 ) 3,345,828 596,288 (181,955,438 ) (188,840,766 ) Cash Contributions from Non-Controlling Members - - - - 290,000 290,000 Conversion of Convertible Debentures - - - - 3,802,381 3,802,381 Asset Acquisitions - - - - 41,154,986 41,154,986 Fair Value of Warrants Issued for Debt - - - - 13,590,104 13,590,104 Issuance of Equity for the Repayment of Notes Payable - - - - 6,759,125 6,759,125 Exercise of Warrants - - - - 8,521,268 8,521,268 Other Assets - - - - 343,678 343,678 Acquisition Costs - - - - 597,320 597,320 Share-Based Compensation - - - - 12,845,773 12,845,773 Acquisition of Non-Controlling Interest - - - 96,549 - 96,549 Redemption of MedMen Corp Redeemable Shares - - - - 7,683,232 7,683,232 Redemption of LLC Redeemable Units - - - - (24,439,469 ) (24,439,469 ) Balance as of June 29, 2019 $ 207,343 $ (2,293,248 ) $ 3,636,190 $ - $ (33,417,690 ) $ (31,867,405 ) The consolidated financial statements for the fiscal year ended June 29, 2019 presented herein include LCR Manager, LLC as described in “Note 2 - Basis of Consolidation”. LCR Manager, LLC holds less than 0.01% of the total outstanding units in Le Cirque Rouge, LP (the “Operating Partnership,” or the “OP”) in which the investment was accounted for under the equity method due to the Company’s significant influence as a result of LCR Manager, LLC being the manager of the OP and owning equity interests in the OP. In addition, certain members of management of the Company are also members of management to the REIT (see below). The amount of initial investment in the OP was nominal, and thus the equity interests in the OP, and accordingly, the amount of investment, was determined to be insignificant and therefore has not been recorded in these financial statements. Accordingly, the Company’s maximum exposure to loss as a result of its involvement with the OP is not significant. During the fiscal year ended June 27, 2020, the Company sold its interests in LCR Manager, LLC for gross proceeds of $ 12,500,000 Le Cirque Rouge, LP is a Delaware limited partnership that holds substantially all of the real estate assets owned by the REIT, conducts the REIT’s operations, and is financed by the REIT. Under ASC 810, “Consolidation” “Note 16 - Leases” |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
SHARE-BASED COMPENSATION | 15. SHARE-BASED COMPENSATION The Company has a stock and equity incentive plan (the “Incentive Plan”) under which the Company may issue various types of equity instruments to any employee, officer, consultant, advisor or director. The types of equity instruments issuable under the Incentive Plan encompass, among other things, stock options, stock grants, and restricted stock grants (together, “Awards”). Stock based compensation expenses are recorded as a component of general and administrative to the extent that the Company has not appointed a Compensation Committee, all rights and obligations under the Incentive Plan shall be those of the full Board of Directors. The maximum number of Awards that may be issued under the Incentive Plan shall be determined by the Compensation Committee or the Board of Directors in the absence of a Compensation Committee. Any shares subject to an Award under the Incentive Plan that are forfeited, canceled, expire unexercised, are settled in cash, or are used or withheld to satisfy tax withholding obligations, shall again be available for Awards under the Incentive Plan. Vesting of Awards will be determined by the Compensation Committee or Board of Directors in the absence of one. The exercise price for Awards (if applicable) will generally not be less than the fair market value of the Award at the time of grant and will generally expire after 10 A summary of share-based compensation expense for the three and nine months ended March 27, 2021 and March 28, 2020 is as follows: Schedule of share-based compensation expense Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Stock Options $ 305,565 $ (69,571 ) $ 2,851,785 $ 2,584,933 LTIP Units - 179,014 - 1,492,073 Stock Grants for Services, Net (63,189 ) 1,151,366 58,043 3,041,012 Restricted Stock Grants - 916,842 437,386 3,727,485 Total Share-Based Compensation $ 242,376 $ 2,177,651 $ 3,347,214 $ 10,845,503 For the nine months ended March 27, 2021 and March 28, 2020, the fair value of stock options granted with a fixed exercise price was determined using the Black-Scholes option-pricing model with the following assumptions at the time of grant: Schedule of Black-Scholes option-pricing model Nine Months Ended March 27, March 28, 2021 2020 Weighted-Average Risk-Free Annual Interest Rate 1.05 % 1.70 % Weighted-Average Expected Annual Dividend Yield 0.0 % 0.0 % Weighted-Average Expected Stock Price Volatility 116.5 % 87.9 % Weighted-Average Expected Life in Years 7.50 7.50 Weighted-Average Estimated Forfeiture Rate 40.0 % 40.0 % Stock Options A reconciliation of the beginning and ending balance of stock options outstanding is as follows: Schedule of stock options Number of Stock Options Weighted- Balance as of June 27, 2020 8,618,204 $ 2.78 Granted 7,318,669 - Forfeited (1,344,375 ) Balance as of March 27, 2021 14,592,498 $ 1.48 Stock Options Exercisable as of March 27, 2021 12,769,339 $ 1.45 The aggregate intrinsic value of options outstanding was nil at both March 27, 2021 and June 27, 2020. LTIP Units and LLC Redeemable Units A reconciliation of the beginning and ending balances of the LTIP Units and LLC Redeemable Units issued for compensation outstanding is as follows: Schedule of LTIP Units and LLC Redeemable Units Weighted LTIP Units LLC Average Issued and Redeemable Grant Date Outstanding Units Fair Value 0.74 Balance as of June 27, 2020 and March 27, 2021 19,323,878 725,016 $ 0.52 Redemptions - - - Balance as of June 27, 2020 and March 27, 2021 19,323,878 725,016 0.52 Deferred Stock Units Effective December 10, 2019, the Company’s board of directors approved a Deferred Share Unit (“DSU”) award under the Company’s Incentive Plan. The DSU award was for units to the Company’s non-management directors. Each director will be provided the Company’s Subordinate Voting Shares based on the duration of their term as a director up to $ 250,000 0 1,283,567 Schedule of Deferred Stock Units Issued and Outstanding Weighted- Balance as of June 27, 2020 1,283,567 $ 0.38 Settled (1,283,567 ) $ (0.38 ) Balance as of March 27, 2021 - $ - Restricted Stock Grants During the nine months ended March 27, 2021, the Company granted an entitlement to 28,210,512 Schedule of Restricted Stock Grants Issued and Outstanding Vested Weighted- Balance as of June 27, 2020 7,159,164 192,459 $ 0.68 Granted (1) 28,210,512 - $ 0.17 Forfeiture of Restricted Stock (2) (4,240,013 ) - $ (0.20 ) Redemption of Vested Stock (8,107,249 ) (8,107,249 ) $ (0.26 ) Vesting of Restricted Stock - 8,533,485 $ 0.35 Balance as of March 27, 2021 23,022,414 618,695 $ 0.28 (1) Issued on December 11, 2020 to certain officers and employees of the Company and vest 37.5%, 12.5%, 37.5%, 12.5% on the 1st, 2nd, 3rd and 4th anniversary, respectively. (2) 4,240,013 of the restricted stock grants were forfeited upon the resignation of certain employees prior to their vesting. Certain restricted stock granted has vesting which is based on market conditions. For restricted stock that have no market condition vesting, the fair value was determined using the trading value of the Subordinate Voting Shares on the date of grant. For the restricted stock that have market condition vesting, these shares were valued using a Monte Carlo simulation model taking into account the trading value of the Company’s Subordinate Voting Shares on the date of grant and into the future encompassing a wide range of possible future market conditions. During the nine months ended March 27, 2021, there were no restricted stock grants with a market vesting condition. Warrants A reconciliation of the beginning and ending balance of warrants outstanding is as follows: Schedule of Warrants Number of Warrants Outstanding Weighted-Average Exercise Price Subordinate Voting Shares MedMen Corp Redeemable Shares Total Subordinate Voting Shares MedMen Corp Redeemable Shares Total Balance as of June 27, 2020 114,998,915 40,455,731 155,454,646 $ 0.75 $ 0.60 $ 0.71 Issued 229,602,951 147,508,516 377,111,467 $ 0.18 $ 0.28 $ 0.21 Exercised - (40,000,000 ) (40,000,000 ) $ - $ (0.20 ) $ (0.20 ) Cancelled (9,796,509 ) (40,455,731 ) (50,252,240 ) $ (0.50 ) $ (0.44 ) $ (0.45 ) Balance as of March 27, 2021 334,805,358 107,508,516 442,313,874 $ 0.33 $ 0.28 $ 0.32 As of March 27, 2021 and June 27, 2020, warrants outstanding for Subordinate Voting Shares have a weighted-average remaining contractual life of 3.8 4.8 4.5 2.5 The fair value of warrants exercisable for MedMen Corp Redeemable Shares was determined using the Black-Scholes option-pricing model with the following assumptions on the date of issuance: Schedule of fair value of warrants March 27, June 27 2021 2020 Weighted-Average Risk-Free Annual Interest Rate 0.13 % 2.20 % Weighted-Average Expected Annual Dividend Yield 0 % 0 % Weighted-Average Expected Stock Price Volatility 92.06 % 88.19 % Weighted-Average Expected Life of Warrants 1 1 The fair value of warrants exercisable for the Company’s Subordinate Voting Shares was determined using the Black-Scholes option-pricing model with the following assumptions on the latest modification of December 17, 2020: Weighted-Average Risk-Free Annual Interest Rate 0.16 % Weighted-Average Expected Annual Dividend Yield 0 % Weighted-Average Expected Stock Price Volatility 85.39 % Weighted-Average Expected Life of Warrants 1 Stock price volatility was estimated by using the historical volatility of the Company’s Subordinate Voting Shares and the average historical volatility of comparable companies from a representative peer group of publicly-traded cannabis companies. The expected life in years represents the period of time that warrants issued are expected to be outstanding. The risk-free rate was based on U.S. Treasury bills with a remaining term equal to the expected life of the warrants. 97,785,140 “Note 25 – Subsequent Events” | 20. SHARE-BASED COMPENSATION The Company has a stock and equity incentive plan (the “Incentive Plan”) under which the Company may issue various types of equity instruments to any employee, officer, consultant, advisor or director. The types of equity instruments issuable under the Incentive Plan encompass, among other things, stock options, stock grants, deferred stock units, restricted stock grants, LTIP, P units and warrants (together, “Awards”). Stock based compensation expenses are recorded as a component of general and administrative expenses. To the extent that the Company has not appointed a Compensation Committee, all rights and obligations under the Incentive Plan shall be those of the full Board of Directors. The maximum number of Awards that may be issued under the Incentive Plan shall be determined by the Compensation Committee or the Board of Directors in the absence of a Compensation Committee. Any shares subject to an Award under the Incentive Plan that are forfeited, canceled, expire unexercised, are settled in cash, or are used or withheld to satisfy tax withholding obligations, shall again be available for Awards under the Incentive Plan. Vesting of Awards will be determined by the Compensation Committee or Board of Directors in absence of one. The exercise price for Awards (if applicable) will generally not be less than the fair market value of the Award at the time of grant and will generally expire after 10 years. A summary of share-based compensation expense for the years ended June 27, 2020 and June 29, 2019 is as follows: Schedule of share-based compensation expense 2020 2019 Stock Options $ 1,876,225 $ 11,699,796 Deferred Stock Units 484,932 - LTIP Units 1,492,073 12,845,773 Stock Grants for Services 3,656,926 5,712,872 Restricted Stock Grants 3,554,968 2,235,773 Warrants - 227,244 Total Share-Based Compensation $ 11,065,124 $ 32,721,458 On February 1, 2020, Adam Bierman resigned as Chief Executive Officer of the Company and surrendered all Class A Super Voting Shares to the Company. See “ Note 19 - Shareholders’ Equity Stock Options A reconciliation of the beginning and ending balance of stock options outstanding is as follows: Schedule of stock options Number of Stock Options Weighted-Average Exercise Price Balance as of July 1, 2018 5,793,374 $ 4.14 Granted 10,374,075 $ 3.45 Forfeited (2,629,347 ) $ (4.32 ) Balance as of June 29, 2019 13,538,102 $ 4.31 Granted 6,812,552 $ 1.34 Forfeited (11,732,450 ) $ (2.79 ) Balance as of June 27, 2020 8,618,204 $ 2.79 The following table summarizes the stock options that remain outstanding as of June 27, 2020: Schedule of stock options that remain outstanding Security Issuable Exercise Price Expiration Date Stock Options Outstanding Stock Options Exercisable Subordinate Voting Shares $ 3.26 February 2029 316,085 (3) 316,085 Subordinate Voting Shares $ 3.41 August 2021 32,974 (4) 32,974 Subordinate Voting Shares $ 3.84 July 2023 200,000 (6) 200,000 Subordinate Voting Shares $ 4.03 May 2028 1,916,739 (5) 1,426,900 Subordinate Voting Shares $ 4.05 August 2028 61,950 (7) 61,950 Subordinate Voting Shares $ 4.05 August 2028 376,746 (7) - Subordinate Voting Shares $ 4.03 October 2028 35,000 (5) 16,041 Subordinate Voting Shares $ 5.71 October 2028 466,075 (5) 251,968 Subordinate Voting Shares $ 3.42 January 2029 394,980 (5) 298,046 Subordinate Voting Shares $ 2.64 None - (1) - Subordinate Voting Shares $ 3.36 February 2029 207,842 (2) 207,842 Subordinate Voting Shares $ 3.06 April 2029 238,064 (5) 132,262 Subordinate Voting Shares $ 2.79 April 2029 225,106 (5) 71,847 Subordinate Voting Shares $ 2.36 May 2029 35,895 (5) 14,014 Subordinate Voting Shares $ 2.66 June 2029 63,250 (5) 16,291 Subordinate Voting Shares $ 2.17 June 2029 724,645 (8) 724,645 Subordinate Voting Shares $ 2.02 July 2029 578,623 (5) - Subordinate Voting Shares $ 1.99 August 2029 467,660 (5) - Subordinate Voting Shares $ 1.55 September 2029 269,655 (5) - Subordinate Voting Shares $ 2.02 None 645,705 (5) - Subordinate Voting Shares $ 1.38 October 2029 144,260 (5) - Subordinate Voting Shares $ 0.44 December 2029 249,908 (5) - Subordinate Voting Shares $ 0.53 January 2030 161,395 (5) - Subordinate Voting Shares $ 0.53 January 2030 231,630 (5) 231,630 Subordinate Voting Shares $ 0.47 January 2030 289,119 (5) - Subordinate Voting Shares $ 0.27 February 2030 32,000 (5) - Subordinate Voting Shares $ 0.11 March 2030 46,608 (5) 46,608 Subordinate Voting Shares $ 0.38 March 2030 7,000 (5) - Subordinate Voting Shares $ 0.18 May 2030 199,290 (5) 199,290 8,618,204 4,248,393 (1) Issued to certain officers of the Company under the Company’s stock and incentive plan. Such options will vest contingent upon achievement of certain price targets in respect of the Subordinate Voting Shares, whereby 1,585,288 of such options, one third will vest when the price of the Subordinate Voting Shares reaches US$10 in the open market, another third will vest when such share price reaches US$15 in the open market and another third will vest when such share price reaches US$20 in the open market, and 1,714,699 of such options, one third will vest when the price of the Subordinate Voting Shares reaches US$15 in the open market, another third will vest when such share price reaches US$30 in the open market and another third will vest when such share price reaches US$60 in the open market. These options have no expiration date. Such share price will be determined as a 5-day volume weighted-average trading price on any exchange on which the Subordinate Voting Shares are traded. (2) Issued to a certain officer of the Company under the Company’s stock and incentive plan. Such options expire in ten years from the date of grant and 1/36th of the options will vest upon each successive month after the grant date. (3) Issued to a consultant in connection with services rendered under the Company’s stock and incentive plan. Such options expire in one year from the date of grant and 1/12th of the options will vest upon each successive month after March 1, 2019. (4) Issued to certain directors of the Company under the Company’s stock and incentive plan. Such options expire in August 2021 and 1/8th of the options will vest upon each successive month after the grant date. (5) Issued to employees of certain subsidiaries of the Company under the Company’s stock and incentive plan. Such options expire in ten years from the date of grant and have the following vesting conditions: Such option will vest over a period of four years from the employees hire date as 1/4th of the options vest on the first anniversary of the hire date and, 1/48th of the options will vest upon each successive month after the first anniversary of the employee’s hire date for a period of three years. (6) Issued to a consultant in connection with services rendered under the Company’s stock and incentive plan. Such options fully vest on the grant date. Such options expire in five years from the grant date. (7) Issued to certain directors of the Company under the Company’s stock and incentive plan. 61,950 of such options vest at the end of the first year of service and 376,746 of such options vest at the end of three years of service. All options expire in ten years from the date of grant. (8) Issued to a certain officer of the Company under the Company’s stock and incentive plan. Such options expire in ten years from the date of grant and were vested immediately upon the grant date. For the years ended June 27, 2020 and June 29, 2019, the fair value of stock options granted with a fixed exercise price was determined using the Block-Scholes option-pricing model with the following assumptions at the time of grant: Schedule of Block-Scholes option-pricing model 2020 2019 Weighted-Average Risk-Free Annual Interest Rate 1.60 % 1.95 % Weighted-Average Expected Annual Dividend Yield 0.0 % 0.0 % Weighted-Average Expected Stock Price Volatility 91.0 % 87.8 % Weighted-Average Expected Life in Years 7.50 6.15 Weighted-Average Estimated Forfeiture Rate 40.0 % 33.0 % Stock price volatility was estimated by using the average historical volatility of comparable companies from a representative peer group of publicly-traded cannabis companies. The expected life represents the period of time that stock options granted are expected to be outstanding. The risk-free rate was based on Bank of Canada zero coupon bond with a remaining term equal to the expected life of the options. For the year ended June 27, 2020, the fair value of stock options granted with vesting contingent upon achievement of certain price targets was determined using a Monte Carlo simulation model taking into account the fair value of the Company’s Subordinate Voting Shares on the date of grant and into the future encompassing a wide range of possible future market conditions. The following assumptions were used at the time of grant: 2020 2019 Weighted-Average Stock Price C$2.65 C$4.10 Weighted-Average Probability 6.0 % 6.0 % Weighted-Average Term in Years 3.0 3.0 Weighted-Average Volatility 83.3 % 72.0 % During the years ended June 27, 2020 and June 29, 2019, the weighted-average fair value of stock options granted was $ 0.98 2.67 7.5 9.1 In the fourth quarter of the year ended June 29, 2019, the Company modified the Company’s stock option plan for all outstanding employee options, allowing the vesting period to begin on the date of hire. Previously, the vesting period commenced on the grant date. The Company analyzed the impact of the modification on its financials and determined the modification accelerated the vesting and expense recognition. The Company determined the amount of additional expense recognized for this modification did not have a significant impact on its Consolidated Statement of Operations for the years ended June 27, 2020 and June 29, 2019. LTIP Units and LLC Redeemable Units A reconciliation of the beginning and ending balances of the LTIP Units and LLC Redeemable Units issued for compensation outstanding is as follows: Schedule of LTIP Units and LLC Redeemable Units Weighted LTIP Units LLC Average Issued and Redeemable Grant Date Outstanding Units Fair Value Balance as of July 1, 2018 30,314,333 1,570,064 $ 1.56 Redemptions - (845,048 ) $ (3.38 ) Forfeiture of LTIP Units (2) (3,962,422 ) - $ (3.38 ) Cancellation of LTIP Units (2) (724,645 ) - $ (3.38 ) Vesting and Converted (1)(3) (4,744,911 ) - $ (3.38 ) Balance as of June 29, 2019 20,882,355 725,016 $ 0.74 Vesting and Converted (1)(3) (1,558,477 ) - $ (3.38 ) Balance as of June 27, 2020 19,323,878 725,016 $ 0.74 (1) LTIP Units and LLC Redeemable Units will vest as follows: ● 19,323,878 of the LTIP Units will vest contingent upon achievement of certain price targets in respect of the Subordinate Voting Shares, whereby one third of such aggregate LTIP Units will vest when the price of the Subordinate Voting Shares reaches C$10 in the open market, another third will vest when such share price reaches C$15 in the open market and the final third will vest when such share price reaches C$20 in the open market. Such share price will be determined as a 5-day volume weighted-average trading price on any exchange on which the Subordinate Voting Shares are traded. 9,661,939 of the LTIPs were modified to extend the vesting periods to 10 years from the modification date of February 1, 2020. ● 6,038,712 (a) 25% vested immediately on issuance; and (b) the remaining 75% vest ratably, on a monthly basis, beginning on May 17, 2018 and concluding with all LTIP Units being fully vested on March 15, 2020. ● 4,227,098 (a) 14.3% vested immediately on issuance; and (b) the remaining 85.7% vest ratably, on a monthly basis, beginning on May 17, 2018 and concluding with all FV LTIP Units being fully vested on March 15, 2022. ● 724,645 (2) 3,237,778 724,645 (3) For the year ended June 27, 2020 and June 29, 2019, 1,558,477 4,744,991 Deferred Stock Units Effective December 10, 2019, the Company’s board of directors approved a Deferred Share Unit (“DSU”) award under the Company’s Incentive Plan. The DSU award was for units to the Company’s non-management directors. Each director will be provided the Company’s Subordinate Voting Shares based on the duration of their term as a director up to $ 250,000 1,276,169 484,932 Schedule of deferred stock units Issued and Outstanding Weighted- Balance as of July 1, 2018 - $ - - - Balance as of June 29, 2019 - $ - Granted 1,283,567 $ 0.38 Balance as of June 27, 2020 1,283,567 $ 0.38 Restricted Stock Grants During the years ended June 27, 2020 and June 29, 2019, the Company granted an entitlement to 7,443,954 4,352,340 A reconciliation of the beginning and ending balance of restricted stock grants outstanding is as follows: Schedule of restricted stock grants Issued and Outstanding Vested (1) Weighted- Balance as of July 1, 2018 - - $ - Granted 4,352,340 336,441 $ 3.89 Forfeiture of Restricted Stock (2) (3,000,000 ) - $ (4.25 ) Redemption of Vested Shares (333,479 ) (333,479 ) $ (3.07 ) Balance as of June 29, 2019 1,018,861 2,962 $ 3.89 Granted 7,443,954 - $ 0.73 Forfeiture of Restricted Stock (2) (974,103 ) - $ 2.69 Redemption of Vested Stock (329,548 ) (329,548 ) $ 3.14 Vesting of Restricted Stock - 519,045 $ 2.28 Balance as of June 27, 2020 7,159,164 192,459 $ 0.68 (1) Restricted stock grants will vest as follows: ● 3,000,000 of the restricted stock grants will vest as follows: one-fourth upon the 12-month employment anniversary, with the remaining three-fourths vesting in amounts of one third each when the trading price of the Subordinate Voting Shares on the then current stock exchange at any time during the term of employment reaches a minimum of C$10, C$15 and C$20, respectively. ● 46,331 restricted stock grants on July 11, 2018 will vest in four (4) equal quarterly installments on each three-month anniversary of the Date of Grant. ● 131,859 restricted stock grants on August 29, 2018 will vest in four (4) equal quarterly installments on each three-month anniversary of the Date of Grant. ● 918,785 restricted stock grants will vest ratably as follows: one-fourth within 30-days of the grant date, with the remaining three-fourths in three equal installments on every anniversary of the grant date, beginning on December 18, 2018 and concluding with all restricted stock grants being fully vested on December 18, 2021. ● 23,082 restricted stock grants will vest on a straight-line basis, beginning on January 3, 2019, and concluding with all restricted stock grants being fully vested on August 28, 2019. ● 162,455 one-fourth of the total number of restricted stock shall vest on March 26, 2019. Thereafter, 1/36 of the remainder shall vest on the first day of each month over a period of three years until all restricted stock shall have vested. ● 72,202 one-fourth of the total number of restricted stock shall vest on May 7, 2019. Thereafter, 1/36 of the remainder shall vest on the first day of each month over a period of three years until all restricted stock shall have vested. ● 5,458,749 vest as follows on the first anniversary of the grant date, December 10, 2020. ● 1,885,408 vest as follows: on the second anniversary of the grant date, July 30, 2021. ● 50,181 vest as follows: on the first anniversary of the grant date, August 26, 2020. ● 49,616 restricted stock units will vest as follows: on August 1, 2021. (2) 3,000,000 974,103 Certain restricted stock granted has vesting which is based on market conditions. For restricted stock that have no market condition vesting, the fair value was determined using the trading value of the Subordinate Voting Shares on the date of grant. For the restricted stock that have market condition vesting, these shares were valued using a Monte Carlo simulation model taking into account the trading value of the Company’s Subordinate Voting Shares on the date of grant and into the future encompassing a wide range of possible future market conditions. For the years ended June 27, 2020 and June 29, 2019, the Company had nil and one restricted stock grant that was forfeited, respectively, with a market vesting condition. The fair value at grant was based on a Monte Carlo simulation model using the following assumptions at the time of grant: Schedule of fair value grant 2020 2019 Weighted-Average Stock Price Nil C$ 5.07 Weighted-Average CDN to USD Conversion Rate Nil 0.76 Weighted-Average Volatility Nil 72.0 % Weighted-Average Months Nil 28.72 For the years ended June 27, 2020 and June 29, 2019, the market vesting restricted stock grant was forfeited and the expense recorded as reversed as no vesting conditions were met. Warrants A reconciliation of the beginning and ending balance of warrants outstanding is as follows: Schedule of warrants Number of Warrants Outstanding Subordinate Voting Shares MedMen Corp Redeemable Shares Total Weighted- Balance as of July 1, 2018 2,415,485 8,797,019 11,212,504 $ 3.53 Issued 12,999,815 17,234,540 30,234,355 $ 4.48 Exercised (897,863 ) (3,701,040 ) (4,598,903 ) $ (3.50 ) Expired (1,517,622 ) (5,095,979 ) (6,613,601 ) $ (3.54 ) Balance as of June 29, 2019 12,999,815 17,234,540 30,234,355 $ 4.48 Issued 105,239,862 40,455,729 145,695,591 $ 0.58 Cancelled (3,240,762 ) (17,234,540 ) (20,475,302 ) $ 4.66 Balance as of June 27, 2020 114,998,915 40,455,729 155,454,644 $ 0.71 The following table summarizes the warrants that remain outstanding as of June 27, 2020: Security Issuable Exercise Price Number of Warrants Expiration Date MedMen Corp Redeemable Shares $ 0.60 40,455,729 December 31, 2022 Total MedMen Corp Redeemable Shares 40,455,729 Subordinate Voting Shares $ 3.72 1,647,391 April 23, 2022 Subordinate Voting Shares $ 4.29 562,578 April 23, 2022 Subordinate Voting Shares $ 3.72 6,589,559 May 22, 2022 Subordinate Voting Shares $ 4.29 2,250,314 May 22, 2022 Subordinate Voting Shares $ 3.16 2,522,554 July 12, 2022 Subordinate Voting Shares $ 3.65 728,737 July 12, 2022 Subordinate Voting Shares $ 1.01 3,152,457 November 27, 2022 Subordinate Voting Shares $ 1.17 910,709 November 27, 2022 Subordinate Voting Shares $ 0.26 80,528,846 March 27, 2025 Subordinate Voting Shares $ 0.26 16,105,770 April 24, 2025 Total Subordinate Voting Shares 114,998,915 Total Warrants Outstanding 155,454,644 The fair value of warrants exercisable for MedMen Corp Redeemable Shares was determined using the Black-Scholes option-pricing model with the following assumptions on the date of issuance: Schedule of fair value of warrants 2020 2019 Weighted-Average Risk-Free Annual Interest Rate 2.20 % 2.82 % Weighted-Average Expected Annual Dividend Yield 0 % 0 % Weighted-Average Expected Stock Price Volatility 88.19 % 82.93 % Weighted-Average Expected Life of Warrants 1 1 Stock price volatility was estimated by using the historical volatility of the Company’s Subordinate Voting Shares and the average historical volatility of comparable companies from a representative peer group of publicly-traded cannabis companies. The expected life in years represents the period of time that warrants issued are expected to be outstanding. The risk-free rate was based on U.S. Treasury bills with a remaining term equal to the expected life of the warrants. The fair value of warrants exercisable for the Company’s Subordinate Voting Shares was determined using the Black-Scholes option-pricing model with the following assumptions on the latest modification of April, 24, 2020: 2020 2019 Weighted-Average Risk-Free Annual Interest Rate 0.16 % 2.20 % Weighted-Average Expected Annual Dividend Yield 0 % 0 % Weighted-Average Expected Stock Price Volatility 111.76 % 88.19 % Weighted-Average Expected Life of Warrants 0.8 1 Stock price volatility was estimated by using the historical volatility of the Company’s Subordinate Voting Shares and the average historical volatility of comparable companies from a representative peer group of publicly-traded cannabis companies. The expected life in years represents the period of time that warrants issued are expected to be outstanding. The risk-free rate was based on U.S. Treasury bills with a remaining term equal to the expected life of the warrants. 77,884,615 As of June 27, 2020 and June 29, 2019, warrants outstanding have a weighted-average remaining contractual life of 46.2 26.9 |
LOSS PER SHARE
LOSS PER SHARE | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Earnings Per Share [Abstract] | ||
LOSS PER SHARE | 16. LOSS PER SHARE The following is a reconciliation for the calculation of basic and diluted loss per share for the three and nine months ended March 27, 2021 and March 28, 2020: Schedule of basic and diluted loss per share Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Net Loss from Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. $ (21,328,677 ) $ (19,128,503 ) $ (79,310,611 ) $ (31,648,390 ) Less Deemed Dividend - Down Round Feature of Warrants - - (6,364,183 ) - Net Loss from Continuing Operations Available to Shareholders of MedMen Enterprises, Inc. $ (21,328,677 ) $ (19,128,503 ) $ (85,674,794 ) $ (31,648,390 ) Net Income (Loss) from Discontinued Operations 7,609,983 (5,843,713 ) (6,023,429 ) (58,797,102 ) Total Net Loss $ (13,718,694 ) $ (24,972,216 ) $ (91,698,223 ) $ (90,445,492 ) Weighted-Average Shares Outstanding - Basic and Diluted 541,029,620 315,384,911 482,213,951 65,930,969 Income (Loss) Per Share - Basic and Diluted: From Continuing Operations Attributable to Shareholders of MedMen Enterprises Inc. $ (0.04 ) $ (0.06 ) $ (0.18 ) $ (0.48 ) From Discontinued Operations Attributable to Shareholders of MedMen Enterprises Inc. $ 0.01 $ (0.02 ) $ (0.01 ) $ (0.89 ) Diluted loss per share is the same as basic loss per share as the issuance of shares on the exercise of convertible debentures, LTIP share units, warrants and share options is anti-dilutive. | 21. LOSS PER SHARE The following is a reconciliation for the calculation of basic and diluted loss per share for the years ended June 27, 2020 and June 29, 2019: Schedule of basic and diluted loss per share 2020 Note 2 2019 Net Loss from Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. $ (196,483,312 ) $ (67,815,692 ) Net Loss from Discontinued Operations (50,781,039 ) (1,264,196 ) Total Net Loss and Comprehensive Loss $ (247,264,351 ) $ (69,079,888 ) Weighted-Average Number of Shares Outstanding 270,418,842 105,915,105 Earnings (Loss) Per Share - Basic and Diluted: From Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. $ (0.73 ) $ (0.64 ) From Discontinued Operations $ (0.19 ) $ (0.01 ) Diluted loss per share is the same as basic loss per share as the issuance of shares on the exercise of convertible debentures, LTIP share units, warrants and share options is anti-dilutive. |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 9 Months Ended |
Mar. 27, 2021 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | 17. GENERAL AND ADMINISTRATIVE EXPENSES During the three and nine months ended March 27, 2021 and March 28, 2020, general and administrative expenses consisted of the following: Schedule of general and administrative expenses Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Salaries and Benefits $ 8,787,495 $ 16,809,025 $ 26,904,558 $ 58,876,098 Professional Fees 5,480,969 4,634,854 12,668,101 14,850,558 Rent 7,368,225 7,188,853 22,662,161 21,288,400 Licenses, Fees and Taxes 882,742 3,404,080 5,612,825 11,232,164 Other General and Administrative 6,420,260 10,921,123 21,839,251 44,526,780 Total General and Administrative Expenses $ 28,939,691 $ 42,957,935 $ 89,686,896 $ 150,774,000 |
OTHER OPERATING EXPENSE
OTHER OPERATING EXPENSE | 9 Months Ended |
Mar. 27, 2021 | |
Other Operating Expense | |
OTHER OPERATING EXPENSE | 18. OTHER OPERATING EXPENSE During the three and nine months ended March 27, 2021 and March 28, 2020, other operating expense (income) consisted of the following: Schedule of other operating expenses Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Loss on Disposals of Assets $ 394,621 $ - $ 779,198 $ 226,335 Restructuring and Reorganization Expense 1,600,721 - 2,781,131 5,564,104 (Gain) Loss on Settlement of Accounts Payable (175,951 ) - 849,737 - Loss (Gain) on Lease Terminations 160,449 - (17,748,368 ) (217,127 ) Gain on Disposal of Assets Held for Sale (255,391 ) - (10,709,999 ) - Other Expense (Income) (165,919 ) 1,848,209 (769,742 ) 1,209,857 Total Other Operating Expense (Income) $ 1,558,530 $ 1,848,209 $ (24,818,043 ) $ 6,783,169 |
REALIZED AND UNREALIZED GAIN ON
REALIZED AND UNREALIZED GAIN ON INVESTMENTS | 9 Months Ended |
Mar. 27, 2021 | |
Realized And Unrealized Gain On Investments | |
REALIZED AND UNREALIZED GAIN ON INVESTMENTS | 19. REALIZED AND UNREALIZED GAIN ON INVESTMENTS During the three and nine months ended March 27, 2021 and March 28, 2020, realized and unrealized gain on investments consisted of the following: Schedule of realized and unrealized loss (gain) on investments and assets held for sale Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Gain on Changes in Fair Value of Investments (86,124 ) (16,600,604 ) Total Realized and Unrealized Gain on Investments $ - $ (86,124 ) $ - $ (16,600,604 ) |
PROVISION FOR INCOME TAXES AND
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES | 20. PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended March 27, 2021 and March 28, 2020: Schedule of income tax expense and effective tax rates Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Loss from Continuing Operations Before Provision for Income Taxes $ (49,548,705 ) $ (60,651,820 ) $ (103,314,604 ) $ (196,997,174 ) Income Tax Benefit (Expense) 32,207,910 13,836,022 (2,101,121 ) 47,088,266 Effective Tax Rate 65 % 23 % 2 % 24 % Historically, the Company has computed its provision for income taxes under the discrete method which treats the year-to-date period as if it were the annual period and determines the income tax expense or benefit on that basis. For the three and nine months ended March 27, 2021, the Company has calculated its provision for income taxes during its interim reporting periods by applying an estimate of the annual effective tax rate for the full year “ordinary” income or loss for the respective reporting period. Historically, the discrete method was applied due to the reliability of the estimate the annual effective tax rate. The Company believes that, at this time, the use of the estimated annual tax rate is more appropriate under FASB Interpretation No. 18 an interpretation of APB Opinion No. 28 than the discrete method given the Company’s utilization of its forecast. As the Company operates in the legal cannabis industry, the Company is subject to the limits of IRC Section 280E for U.S. federal, Illinois state, Florida state and New York state income tax purposes under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. However, the State of California does not conform to IRC Section 280E and, accordingly, the Company deducts all operating expenses on its California Franchise Tax Returns. Since IRC Section 280E was not applied in the California Franchise Tax returns, the Company has approximately $ 76,700,000 2,500,000 The effective tax rate for the three and nine months ended March 27, 2021 varies widely from the three and nine months ended March 28, 2020, respectively, primarily due to the Company reporting increased expenses subject to IRC Section 280E relative to pre-tax book loss. The Company incurred a large amount of expenses that were not deductible due to IRC Section 280E limitations which resulted in income tax expense being incurred while there were pre-tax losses for the nine months ended March 2020. The federal statute of limitations remains open for the 2017 tax year to the present. The state income tax returns generally remain open for the 2016 tax year through the present. Net operating losses arising prior to these years are also open to examination if and when utilized. | 22. PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES As the Company operates in the legal cannabis industry, the Company is subject to the limits of IRC Section 280E for U.S. federal, Illinois state, Florida state and New York state income tax purposes under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. However, the State of California does not conform to IRC Section 280E and, accordingly, the Company deducts all operating expenses on its California Franchise Tax Returns. The Company intends to be treated as a United States corporation for United States federal income tax purposes under Section 7874 of the U.S. Tax Code and is expected to be subject to United States federal income tax. However, for Canadian tax purposes, the Company is expected, regardless of any application of Section 7874 of the U.S. Tax Code, to be treated as a Canadian resident company (as defined in the Income Tax Act (Canada) (the “ITA”) for Canadian income tax purposes. As a result, the Corporation will be subject to taxation both in Canada and the United States. The Company has approximately gross $ 6,720,000 1,780,000 6,915,000 76,700,000 2038 The Company has evaluated the realization of its California net operating loss tax attribute and has determined under the more likely than not standard that $ 2,500,000 Provision for income taxes consists of the following for the years ended June 27, 2020 and June 29, 2019: Schedule of Provision for income taxes 2020 2019 Current: Federal $ 21,675,826 $ 17,380,191 State 2,471,663 2,401,365 Total Current 24,147,489 19,781,556 Deferred: Federal (52,822,427 ) (17,388,695 ) State (12,153,888 ) (7,977,922 ) Total Deferred (64,976,315 (25,366,617 ) Total Provision for Income Taxes $ (40,828,826 ) $ (5,585,061 ) As of June 27, 2020 and June 29, 2019, the components of deferred tax assets and liabilities were as follows: Schedule of components of deferred tax assets and liabilities 2020 2019 Deferred Tax Assets: Sale and Leaseback $ 1,378,229 $ 1,563,839 Net Operating Loss 14,773,963 2,960,466 Fair Value of Investments 1,019,919 - Lease Liability 30,545,899 - Held for Sale 16,580,885 - Notes Payable 16,156,489 11,368,955 Total Deferred Tax Assets 80,455,384 15,893,260 Deferred Tax Assets Not Recognized (49,939,139 ) (2,465,506 ) Net Deferred Tax Assets $ 30,516,245 $ 13,427,754 2020 2019 Deferred Tax Liabilities: Leases $ (14,974,482 ) $ - Property, Plant & Equipment $ (25,286,947 ) (42,916,321 ) Intangible Assets (37,731,096 ) (54,108,705 ) Senior Secured Convertible Credit Facility (9,420,472 ) (6,880,066 ) Fair Value of Investments - (1,270,885 ) Total Deferred Tax Liabilities (87,412,297 ) (105,175,977 ) Net Deferred Tax Liabilities $ (56,896,752 ) $ (91,748,223 ) The reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows: Schedule of reconciliation between the effective tax rate on income from continuing operations and the statutory tax rat 2020 2019 Expected Income Tax Benefit at Statutory Tax Rate $ (113,915,623 ) $ (55,276,377 ) Section 280E Permanent and Other Non-Deductible Items 89,883,278 54,421,363 State Rate 2,471,663 2,401,365 Tax Gain on Sale Leaseback 8,377,927 4,732,502 Benefit on Failed Sale Lease back - (11,368,955 ) Effect of GAAP Impairment (37,651,440 ) - Effect of Held for Sale (16,580,885 ) - Effect of ASC 842 Implementation (15,571,417 ) - Benefit on Recognized California Net Operating Loss (2,935,116 ) (2,960,466 ) Valuation Allowance 45,092,787 ) 2,465,505 Reported Income Tax Expense $ (40,828,826 ) $ (5,585,061 ) Effective Tax Rate 7.09 % 1.03 % During the years ended June 27, 2020 and June 29, 2019, the movement in net deferred tax liabilities was as follows: Schedule of movement in net deferred tax liabilities 2020 2019 Balance at Beginning of Period $ (91,748,223 ) $ (11,160,195 ) Recognized in Profit or Loss 64,976,314 26,183,289 Recognized in Property, Plant & Equipment and Intangible Assets (15,586,467 ) (88,625,236 ) Recognized in Goodwill (3,428,210 ) (11,776,956 ) Recognized in Equity (11,110,166 ) (7,407,693 ) Recognized in Retained Earnings - 1,038,568 Balance at End of Period $ (56,896,752 ) $ (91,748,223 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 21. COMMITMENTS AND CONTINGENCIES Contingencies The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of these regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management of the Company believes that the Company is in compliance with applicable local and state regulations as of March 27, 2021 and June 27, 2020, marijuana regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties or restrictions in the future. Claims and Litigation From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of March 27, 2021, there were no pending or threatening lawsuits that could be reasonably assessed to have resulted in a probable loss to the Company in an amount that can be reasonably estimated. As of March 27, 2021, there are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party to the Company or has a material interest adverse to the Company’s interest. In July 2018, a legal claim was filed against the Company related to alleged misrepresentations in respect of a financing transaction completed in May 2018. The claimant is seeking damages of approximately $ 2,200,000 In late January 2019, the Company’s former Chief Financial Officer (“CFO”) filed a complaint against MM Enterprises in the Superior Court of California, County of Los Angeles, seeking damages for claims relating to his employment. The Company is currently defending against this lawsuit, which seeks damages for wrongful termination, breach of contract, and breach of implied covenant of good faith. The former CFO’s employment agreement provided for the payment of severance in the event of termination without cause. The Company disputes the claims set forth in this lawsuit and believes that the outcome is neither probable nor estimable. As of March 27, 2021, $ 584,000 In March 2020, litigation was filed against the Company related to a purchase agreement for a previous acquisition. The Company is currently defending against this lawsuit, which seeks damages for fraudulent inducement and breach of contract. The Company believes the likelihood of a loss contingency is neither probable nor estimable. As such, no amount has been accrued in these financial statements. In May 2020, litigation was filed against the Company related to a purchase agreement and secured promissory note for a previous acquisition. The Company is currently defending against this lawsuit, which claims for breach of contract, breach of implied covenant of good faith and fair dealing, common law fraud and securities fraud. The plaintiffs are seeking damages for such claims in which the amount is currently not reasonably estimable. Therefore, pursuant to ASC 450, “ Contingencies Note 12 – Notes Payable In September 2020, a legal dispute was filed against the Company related to the separation of a former officer in which the severance issued is currently being disputed. The Company believes the likelihood of loss is remote. As a result, no amount has been set up for potential damages in these financial statements. In February 2020, a legal dispute was filed against the Company and settled in December 2020 for approximately $ 2,400,000 In January 2021, a cross-complaint was filed against the Company related a lien foreclosure alleging breach of contract, quantum merit and implied indemnity. The Company is actively defending the legal matter which the claimant is seeking damages of approximately $ 11,000,000 | 23. COMMITMENTS AND CONTINGENCIES Contingencies The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of these regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management of the Company believes that the Company is in compliance with applicable local and state regulations as of June 27, 2020 and June 29, 2019, marijuana regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties or restrictions in the future. Claims and Litigation From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of June 27, 2020, there were no pending or threatening lawsuits that could be reasonably assessed to have resulted in a probable loss to the Company in an amount that can be reasonably estimated. As such, no accrual has been made in the Consolidated Financial Statements relating to claims and litigations. As of June 29, 2019, there are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party to the Company or has a material interest adverse to the Company’s interest. In July 2018, a legal claim was filed against the Company related to alleged misrepresentations in respect of a financing transaction completed in May 2018. The claimant is seeking damages of approximately $ 2,200,000 In late January 2019, the Company’s former Chief Financial Officer (“CFO”) filed a complaint against MM Enterprises in the Superior Court of California, County of Los Angeles, seeking damages for claims relating to his employment. The Company is currently defending against this lawsuit, which seeks damages for wrongful termination, breach of contract, and breach of implied covenant of good faith. The former CFO’s employment agreement provided for the payment of severance in the event of termination without cause. The Company disputes the claims set forth in this lawsuit and believes that the outcome is neither probable nor estimable; therefore, no amounts have been accrued in relation to the claim. In March 2020, litigation was filed against the Company related to a purchase agreement for a previous acquisition. The Company is currently defending against this lawsuit, which seeks damages for fraudulent inducement and breach of contract. The Company believes the likelihood of a loss contingency is neither probable nor remote and the amount cannot be estimated reliably. As such, no amount has been accrued in these financial statements. In May 2020, litigation was filed against the Company related to a purchase agreement and secured promissory note for a previous acquisition. The Company is currently defending against this lawsuit, which seeks damages for breach of contract, breach of implied covenant of good faith and fair dealing, common law fraud and securities fraud. The Company disputes the claims set forth in this lawsuit. The Company disputes the claims set forth in this lawsuit and believes that the outcome is neither probable nor estimable; therefore, no amounts have been accrued in relation to the claim. See “Note 17 - Notes Payable” for further discussion on the secured promissory note and related amendments. In September 2020, a legal dispute was filed against the Company related to the separation of a former officer in which the severance issued is currently being disputed. The Company believes the likelihood of loss is remote. As a result, no amount has been set up for potential damages in these financial statements. A legal dispute has been filed against the Company and is currently in arbitration. The dispute is at an early stage and the Company believes that a loss contingency as a result of the settlement is reasonably possible; however the amount is not estimable. Accordingly, no amount has been accrued in relation to the dispute. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 22. RELATED PARTY TRANSACTIONS All related party balances due to the Company as of March 27, 2021 and June 27, 2020 did not have any formal contractual agreements regarding payment terms or interest. As of February 2020 and May 2020, Mr. Adam Bierman and Mr. Andrew Modlin, respectively, no longer held board or management positions and therefore as of March 27, 2021, they are not considered related parties under ASC 850, “Related Party Disclosures” 1,820,204 1,289,513 1,476,921 1,093,896 1,986,697 1,476,221 Pursuant to the Side Letter executed on July 2, 2020 in conjunction with the Fourth Amendment of the Convertible Facility with GGP, Wicklow Capital and GGP have the right to approve director nominees submitted by the Company. The ability to approve the nominees to the Company’s Board of Directors meets the definition of control under ASC 850 and accordingly, Wicklow Capital is a related party of the Company. As of March 27, 2021, the Company determined GGP to be a related party as a result of GGP having significant influence over the Company. See “Note 13 – Senior Secured Convertible Credit Facility” In March 2020, the Company entered into a restructuring plan and retained interim management and advisory firm, Sierra Constellation Partners (“SCP”). As part of the engagement, Tom Lynch was appointed as Interim Chief Executive Officer and Chief Restructuring Officer, and Tim Bossidy was appointed as Interim Chief Operating Officer. Mr. Lynch is a Partner and Senior Managing Director at SCP. Mr. Bossidy is a Director at SCP. In December 2020, Mr. Lynch was elected as Chairman of the Board and Reece Fulgham, a Managing Director at SCP, was appointed as interim Chief Financial Officer. During the nine months ended March 27, 2021, the Company had paid $ 2,172,709 124,868 The Company’s Board of Directors each receive quarterly fees of $200,000 of which one-third is paid in cash and two-thirds is paid in Class B Subordinate Voting Shares. The Class B Subordinate Voting Shares is recorded as a restricted stock unit until settled. | 24. RELATED PARTY TRANSACTIONS All related party balances due from or due to the Company as of June 27, 2020 and June 29, 2019 did not have any formal contractual agreements regarding payment terms or interest. As of June 27, 2020 and June 29, 2019, amounts due from related parties were as follows: Schedule of related party transactions Name and Relationship to Company Transaction 2020 2019 MMOF GP II, LLC (“Fund LP II”), an entity which Mr. Adam Bierman, Mr. Andrew Modlin and Mr. Christopher Ganan each holds 33.3% indirect voting interest. The shareholders each hold 27.1% of indirect equity interest in Fund LP II, the General Partner of Fund II, which both hold equity interests in a subsidiary of the Company. (1) Management Fees $ 1,820,204 $ 1,820,904 MedMen Opportunity Fund GP, LLC (“Fund LP”), an entity which Mr. Adam Bierman, Mr. Andrew Modlin and Mr. Christopher Ganan each holds 33.3% indirect voting interest. The shareholders each hold 24.2% of indirect equity interest in Fund LP, the General Partner of Fund I, which both hold equity interests in a subsidiary of the Company. (1) Management Fees 1,289,513 1,228,259 MedMen Canada Inc., a 50/50 joint venture partnership between the Company and Cronos Group Inc. Advance - 1,153,200 Other - 719,092 Total Amounts Due from Related Parties $ 3,109,717 $ 4,921,455 (1) As of February 2020 and May 2020, Mr. Adam Bierman and Mr. Andrew Modlin, respectively, no longer held board or management positions and therefore as of June 27, 2020 are not related parties, however they were during the fiscal years ended June 27, 2020 and June 29, 2019. As of June 27, 2020 and June 29, 2019, amounts due to related parties were as follows: Name and Relationship to Company Transaction 2020 2019 Fund LP II, an entity which Mr. Adam Bierman, Mr. Andrew Modlin and Mr. Christopher Ganan each holds 33.3% indirect voting interest. The shareholders each hold 27.1% of indirect equity interest in Fund LP II, the General Partner of Fund II, which both hold equity interests in a subsidiary of the Company. (1) Working Capital, Construction and Tenant Improvements, Lease Deposits and Cash Used for Acquisitions $ (1,093,896 ) $ (1,093,896 ) Fund LP, an entity which Mr. Adam Bierman, Mr. Andrew Modlin and Mr. Christopher Ganan each holds 33.3% indirect voting interest. The shareholders each hold 24.2% of indirect equity interest in Fund LP, the General Partner of Fund I, which both hold equity interests in a subsidiary of the Company. (1) Working Capital, Management Fees and Cash Used for Acquisitions (1,986,697 ) (2,862,647 ) Other (1,476,221 ) (1,684,274 ) Total Amounts Due to Related Parties $ (4,556,814 ) $ (5,640,817 ) (1) As of February 2020 and May 2020, Mr. Adam Bierman and Mr. Andrew Modlin, respectively, no longer held board or management positions and therefore as of June 27, 2020 are not related parties, however they were during the fiscal years ended June 27, 2020 and June 29, 2019. The Company sells and subsequently leases back several of its properties in transactions with the REIT wherein the properties are leased to the Company at market rates under long-term leases. Refer to “Note 16 - Leases” for information on the sale and leaseback transactions during the years ended June 27, 2020 and June 29, 2019. The REIT was determined to be a related party under ASC 850, “Related Party Disclosures” as a result of certain members of common management between the Company and the REIT. Due to a reorganization of the REIT during September 2019, common management is no longer shared between the Company and the REIT. In addition, the REIT conducted its business through the Operating Partnership managed by LCR Manager, LLC, a subsidiary of the Company. In November 2019, the Company sold all of its interest, which is 70% of the total outstanding units, in LCR Manager, LLC and terminated the management agreement with LCR Manager, LLC. Accordingly, as of June 27, 2020, the REIT was no longer determined to be a related party. Refer to “Note 19 - Shareholders’ Equity” for discussion of the REIT as a variable interest entity. On December 11, 2019, the Company announced that Benjamin Rose, the former Executive Chairman of the Board, was granted a limited proxy of 815,295 5,458,749 On July 10, 2019, the Company announced an equity commitment from its existing creditor, Gotham Green Partners, with participation from Wicklow Capital, in the amount of $30,000,000. As a result, the Company issued 14,634,147 Subordinate Voting Shares to the investors at a price equal to $2.18 per share. On December 10, 2019, the Company executed a term sheet for a non-brokered private placement wherein Wicklow Capital participated in the offering and the Company issued 46,962,645 Subordinate Voting Shares at a price of $ 0.43 20,190,000 In March 2020, the Company entered into restructuring plan and retained interim management and advisory firm, Sierra Constellation Partners (“SCP”). As part of the engagement, Tom Lynch was appointed as Interim Chief Executive Officer and Chief Restructuring Officer, and Tim Bossidy was appointed as Interim Chief Operating Officer. Mr. Lynch is a Partner and Senior Managing Director at SCP. Mr. Bossidy is a Director at SCP. As of June 27, 2020, the Company had paid $ 699,322 |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Segment Reporting [Abstract] | ||
SEGMENTED INFORMATION | 23. SEGMENTED INFORMATION The Company currently operates in one segment, the production and sale of cannabis products, which is how the Company’s Chief Operating Decision Maker manages the business and makes operating decisions. The Company’s cultivation operations are not considered significant to the overall operations of the Company. Intercompany sales and transactions are eliminated in consolidation. | 25. SEGMENTED INFORMATION The Company currently operates in one segment, the production and sale of cannabis products, which is how the Company’s Chief Operating Decision Maker managers the business and makes operating decisions. The Company’s cultivation operations are not considered significant to the overall operations of the Company. Intercompany sales and transactions are eliminated in consolidation. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
DISCONTINUED OPERATIONS | 24. DISCONTINUED OPERATIONS During the fiscal year ended June 27, 2020, the Company contemplated the divesture of non-core assets and management entered into a plan to sell its operations in the state of Arizona. Consequently, assets and liabilities allocable to the operations within the state of Arizona were classified as a discontinued operation. The assets associated with the Arizona component have been measured at the lower of their carrying amount or FVLCTS. Revenue and expenses, gains or losses relating to the discontinuation of Arizona operations have been eliminated from profit or loss from the Company’s continuing operations and are shown as a single line item in the unaudited interim Condensed Consolidated Statements of Operations. During the fiscal year ended June 27, 2020, the Company began separate negotiations to sell its operations in the state of Arizona, including the related management entities. In October 2020, Kannaboost Technology Inc. and CSI Solutions LLC (collectively referred to as “Level Up”) was sold at auction for a total sales price of $ 25,150,000 Note 21 - Commitments and Contingencies Note 21 – Commitments and Contingencies 1,628,124 On January 29, 2018, the Company acquired all membership interests and assets in Project Compassion NY, LLC (“Project Compassion”) as a part of the formation of MM Enterprises USA through a joint venture. Through Project Compassion, the Company has one cultivation and production facility in Utica, New York, and operates four dispensaries in the state of New York that are located in Buffalo, Lake Success, Salina and Manhattan (collectively, “MedMen NY, Inc.”). During the three months ended March 27, 2021, the Company contemplated the divesture of non-core assets and management entered into a plan to sell MedMen NY, Inc. On February 25, 2021, the Company entered into a definitive investment agreement to sell a controlling interest in MedMen NY, Inc. equity of approximately 86.7% with the option to purchase the remaining equity of approximately 13.3% that the Company will retain in MedMen NY, Inc. following the sale for a total sales price of up to $73,000,000. In conjunction with the investment agreement, MedMen NY, Inc. will engage the services of the purchaser pursuant to a management agreement until regulatory approval has been obtained. The aggregate sales price consists of a cash purchase price of $35,000,000, subject to adjustments and a senior secured promissory note of $28,000,000 which shall be assigned to Hankey Capital in partial satisfaction of the outstanding debt, and within five business days after the first sale by MedMen NY, Inc. of adult-use cannabis products at one or more of its retail store locations, additional shares of MedMen NY, Inc. will be purchased for $10,000,000 in cash. The proceeds in cash will be used to repay a portion of the Hankey Capital notes payable due by the Company. Accordingly, interest expense and amortization of debt discounts and loan origination fees related to the Senior Secured Term Loan Facility totalling $ 4,797,506 2,308,388 13,329,130 7,507,064 “Note 12 - Notes Payable” Consequently, assets and liabilities allocable to the operations within the state of New York were classified as a discontinued operation. Revenue and expenses, gains or losses relating to the discontinuation of New York operations have been eliminated from profit or loss from the Company’s continuing operations and are shown as a single line item in the unaudited interim Condensed Consolidated Statements of Operations. The assets associated with the New York component have been measured at the lower of the carrying amount or FVLCTS. The Company will continue to operate the remaining Arizona and New York operations until the ultimate sale of the components. The operating results of the discontinued operations are summarized as follows: Schedule of net operating loss of discontinued operation Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Revenue $ 7,387,484 $ 5,865,570 $ 15,768,813 $ 18,856,242 Cost of Goods Sold 4,621,955 4,746,321 9,788,393 14,051,806 Gross Profit 2,765,529 1,119,249 5,980,420 4,804,436 Expenses: General and Administrative 3,215,889 4,471,200 9,415,436 14,853,915 Sales and Marketing 21,756 2,986 52,857 45,991 Depreciation and Amortization 1,003,276 518,691 2,528,380 2,932,558 Gain on Disposal of Assets (13,375,430 ) - (13,375,430 ) - Impairment Expense - - - 46,702,659 Total Expenses (9,134,509 ) 4,992,877 (1,378,757 ) 64,535,123 Operating Income (Loss) from Discontinued Operations 11,900,038 (3,873,628 ) 7,359,177 (59,730,687 ) Other Expense (Income): Interest Expense 2,629,476 1,985,129 7,549,165 4,066,905 Interest Income (1,545 ) - (1,545 ) - Amortization of Debt Discount and Loan Origination Fees 2,197,946 323,916 5,834,043 3,444,098 Other (Income) Expense (177,006 ) (584 ) (174,341 ) 77,494 Total Other Expense 4,648,871 2,308,461 13,207,322 7,588,497 Income (Loss) on Discontinued Operations Before Provision for Income Taxes 7,251,167 (6,182,089 ) (5,848,145 ) (67,319,184 ) Provision for Income Tax Benefit (Expense) 358,816 338,376 (175,284 ) 8,522,082 Income (Loss) on Discontinued Operations $ 7,609,983 $ (5,843,713 ) $ (6,023,429 ) $ (58,797,102 ) The carrying amounts of assets and liabilities in the disposal group are summarized as follows: Schedule of assets included in discontinued operation March 27, June 27, 2021 2020 Carrying Amounts of the Assets Included in Discontinued Operations: Cash and Cash Equivalents $ 1,115,295 $ 1,198,390 Restricted Cash 5,280 8,844 Accounts Receivable 744,830 283,730 Prepaid Expenses 371,185 172,403 Inventory 6,252,896 6,985,120 Other Current Assets - 64,600 TOTAL CURRENT ASSETS (1) Property and Equipment, Net 15,344,556 15,213,580 Operating Lease Right-of-Use Assets 24,428,302 26,349,789 Intangible Assets, Net 14,255,791 18,936,173 Goodwill 960,691 960,692 Other Assets 525,646 1,688,316 TOTAL NON-CURRENT ASSETS (1) TOTAL ASSETS OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE $ 64,004,472 $ 71,861,637 Carrying Amounts of the Liabilities Included in Discontinued Operations: Accounts Payable and Accrued Liabilities $ 4,898,172 $ 6,231,931 Income Taxes Payable 1,273,275 775,714 Other Current Liabilities 326,567 22,747 Current Portion of Operating Lease Liabilities 2,425,234 1,824,862 TOTAL CURRENT LIABILITIES (1) Operating Lease Liabilities, Net of Current Portion 25,540,209 25,417,774 Finance Lease Liabilities, Net of Current Portion 349,312 - Deferred Tax Liabilities 9,710,451 14,663,497 TOTAL NON-CURRENT LIABILITIES (1) TOTAL LIABILITIES OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE $ 44,523,220 $ 48,936,525 (1) The assets and liabilities of the remaining Arizona disposal group and MedMen NY, Inc. classified as held for sale are classified as current on the unaudited interim Condensed Consolidated Balance Sheets as of March 27, 2021 because it is probable that the sale will occur and proceeds will be collected within one year. The assets and liabilities of Level Up classified as held for sale are classified as current in the amounts of $21,181,051 and $15,060,302, respectively, on the audited Consolidated Balance Sheets as of June 27, 2020. The assets and liabilities of MedMen NY, Inc. classified as held for sale are classified as current and noncurrent in the amounts of $4,440,127and $46,228,551, respectively, on the audited Consolidated Balance Sheets as of June 27, 2020. The liabilities of MedMen NY, Inc. classified as held for sale are classified as current and noncurrent in the amounts of $2,915,276 and $30,960,947, respectively, on the audited Consolidated Balance Sheets as of June 27, 2020. | 26. DISCONTINUED OPERATIONS On December 3, 2018, the Company acquired EBA Holdings, Inc. d/b/a Monarch Wellness Center, an Arizona-based medical cannabis license holder with dispensary, cultivation and processing operations, through the acquisition of Omaha Management Services, LLC (collectively, “Monarch”). As part of the acquisition of Monarch, the Company acquired a dispensary license and customer relationships, including co-manufacturing and licensing agreements within the state of Arizona. The Company recorded goodwill of $ 16,912,951 “Note 9 - Business Acquisitions”. On February 13, 2019, the Company acquired Level Up. As part of the acquisition of Level Up, the Company acquired licenses for two vertically-integrated operations in Arizona, which include retail locations in Scottsdale and Tempe and cultivation and production facilities in Tempe and Phoenix. The Company recorded goodwill of $ 14,860,708 “Note 9 - Business Acquisitions”. During the fiscal second quarter of 2020, the Company contemplated the divesture of non-core assets and management entered into a plan to sell its operations in the state of Arizona. During the fiscal year ended June 27, 2020, the Company entered into binding and non-binding term sheets and began separate negotiations to sell its operations in the state of Arizona, including the related management entities, for total gross proceeds of approximately $ 25,500,000 Consequently, assets and liabilities allocable to the operations within the state of Arizona were classified as a disposal group. Revenue and expenses, gains or losses relating to the discontinuation of Arizona operations have been eliminated from profit or loss from the Company’s continuing operations and are shown as a single line item in the Consolidated Statements of Operations. The assets associated with the Arizona disposal group have been measured at the lower of its carrying amount or FVLCTS. The Company will continue to operate the Arizona operations until the ultimate sale of the disposal group. Net operating loss of the discontinued operations and the gain or loss from re-measurement of assets and liabilities classified as held for sale are summarized as follows: Schedule of Net operating loss of the discontinued operations 2020 2019 Revenue $ 15,164,131 $ 10,044,235 Cost of Goods Sold 11,947,208 4,010,987 Gross Profit 3,216,923 6,033,248 Expenses: General and Administrative 6,905,155 4,702,461 Sales and Marketing 81,489 - Depreciation and Amortization 1,532,792 1,280,090 Total Expenses 8,519,436 5,982,551 Loss from Operations (5,302,513 ) 50,697 Other Expense (Income): Impairment of Assets 46,702,660 - Other Expense 5,385 167,550 Total Other Expense 46,708,045 167,550 Loss on Discontinued Operations Before Provision for Income Taxes (52,010,559 ) (116,853 ) Provision for Income Tax (Expense) Benefit 1,229,520 (1,147,343 ) Loss on Discontinued Operations $ (50,781,039 ) $ (1,264,196 ) The carrying amounts of assets and liabilities in the disposal group are summarized as follows: Schedule of assets included in discontinued operations 2020 2019 Carrying Amounts of the Assets Included in Discontinued Operations: Cash and Cash Equivalents $ 522,966 $ 527,377 Accounts Receivable 274,886 865,485 Prepaid Expenses 74,622 249,309 Inventory 3,323,978 5,752,847 Other Current Assets 64,600 - TOTAL CURRENT ASSETS (1) 7,395,018 Property and Equipment, Net 4,288,808 4,633,289 Operating Lease Right-of-Use Assets 5,257,327 - Intangible Assets, Net 7,260,288 20,449,002 Goodwill - 31,773,659 Other Assets 113,576 114,576 TOTAL NON-CURRENT ASSETS (1) 56,970,526 TOTAL ASSETS OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE $ 21,181,051 $ 64,365,544 Carrying Amounts of the Liabilities Included in Discontinued Operations: Accounts Payable and Accrued Liabilities $ 2,126,162 $ 1,742,133 Income Taxes Payable 946,679 1,899,487 Other Current Liabilities 22,747 - Current Portion of Operating Lease Liabilities 385,699 - TOTAL CURRENT LIABILITIES (1) 3,641,620 Operating Lease Liabilities, Net of Current Portion 5,300,936 - Deferred Tax Liabilities 6,278,079 7,185,447 TOTAL NON-CURRENT LIABILITIES (1) 7,185,447 TOTAL LIABILITIES OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE $ 15,060,302 $ 10,827,067 (1) The assets and liabilities of the disposal group classified as held for sale are classified as current on the Consolidated Balance Sheets as of June 27, 2020 because it is probable that the sale will occur and proceeds will be collected within one year. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 25. SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 11, 2021, which is the date these unaudited interim Condensed Consolidated Financial Statements were issued and has concluded that the following subsequent events have occurred that would require recognition in the unaudited interim Condensed Consolidated Financial Statements or disclosure in the notes to the unaudited interim Condensed Consolidated Financial Statements. Senior Secured Credit Facility On April 21, 2021, the Company cancelled existing warrants issued to Gotham Green Partners pursuant to the Fifth Amendment of the Senior Secured Credit Facility, see “ Note 13 – Senior Secured Credit Facility 32,451,923 6,490,385 16,875,000 41,967,832 0.26 0.26 0.20 0.16 | 27. SUBSEQUENT EVENTS The Company has evaluated subsequent events through October 15, 2020, which is the date these consolidated financial statements were issued, and has concluded that the following subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements. Senior Secured Convertible Credit Facility On July 2, 2020, the Company amended and restated the securities purchase agreement with GGP (the “Fourth Amendment”) wherein the minimum liquidity covenant was waived until September 30, 2020 and resetting at $ 5,000,000 0.34 2,000,000 0.28 On September 14, 2020, the Company closed on an incremental advance in the amount of $ 5,000,000 25,000,000 0.20 1,080,255 16,875,001 170,729,923 468,564 Senior Secured Term Loan Facility On July 2, 2020, the Company amended the term loan facility wherein the minimum liquidity covenant was waived until September 30, 2020 and resetting at $5,000,000 thereafter with incremental increases on March 31, 2021 and December 31, 2021. Effective March 1, 2020 through July, the entirety of the interest (15.5%) shall accrue monthly to the outstanding principal as payment-in-kind. In addition, 100% of the total interest payable prior to June 2021 will be paid-in-kind and 50% of the cash interest due thereafter will be paid-in-kind. As consideration for the amendment, the Company issued approximately 20,227,863 warrants, each exercisable at $0.34 per share. The Company also cancelled 20,227,863 warrants of the total issued warrants held by the lenders which were each exercisable at $0.60 per share. An amendment fee of $834,000 was also paid-in-kind. On September 16, 2020, the Company entered into further amendments wherein the potential size of the Senior Secured Term Loan Facility was increased by $ 12,000,000 On September 16, 2020, the Company closed on $3,000,000 of the incremental notes which bears interest at a rate of 18.0% per annum wherein 12.0% shall be paid in cash monthly in arrears and 6.0% shall accrue monthly as payment-in-kind. the Company issued 20,227,863 warrants with an exercise price of $0.34 and 30,000,000 warrants with an exercise price of $0.20 per share each exercisable at the greater of (a) $0.20 per share and (b) 115% multiplied by the volume-weighted average trading price of the shares for the five consecutive trading days ending on the trading day immediately prior to the applicable funding date of the second tranche. On September 30, 2020, the Company closed on the remaining $2,700,000 of the incremental notes. Unsecured Convertible Facility On September 16, 2020, the Company entered into an unsecured convertible debenture facility for total available proceeds of $ 10,000,000 1,000,000 On September 16, 2020, the Company closed on an initial $1,000,000 of the facility with a conversion price of $0.17 per Subordinate Voting Share. In connection with the initial tranche, the Company issued 3,293,413 warrants with an exercise price of $0.21 per share. On September 28, 2020, the Company closed on an additional $1,000,000 and issued 3,777,475 warrants with an exercise price of $0.17 per share. Treehouse Real Estate Investment Trust On July 2, 2020, the Company announced modifications to its existing lease arrangements with the REIT in which the REIT agreed to defer a portion of total current monthly base rent for the 36-month period between July 1, 2020 and July 1, 2023. The total amount of all deferred rent accrues interest at 8.6% per annum during the deferral period. As consideration for the rent deferral, the Company issued 3,500,000 Sale of Assets Subsequent to June 27, 2020, the Company entered into definitive agreements for the sale of one of its retail licenses outside of California for a total purchase price of $20,000,000 wherein $10,000,000 was due at signing, $8,000,000 due at or around the four-month anniversary of signing, and the remaining $2,000,000 shall be due three months following the prior payment. In August 2020, the Company entered into an agreement to exchange all of its investment in The Hacienda Company, LLC to settle outstanding balances totaling approximately $ 700,000 |
RECLASSIFICATIONS
RECLASSIFICATIONS | 9 Months Ended |
Mar. 27, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
RECLASSIFICATIONS | 26. RECLASSIFICATIONS Certain comparative amounts have been reclassified to conform with current period presentation. |
CONCENTRATIONS OF BUSINESS AND
CONCENTRATIONS OF BUSINESS AND CREDIT RISK | 12 Months Ended |
Jun. 27, 2020 | |
Fair Value Disclosures [Abstract] | |
CONCENTRATIONS OF BUSINESS AND CREDIT RISK | 3. CONCENTRATIONS OF BUSINESS AND CREDIT RISK The Company maintains cash with various U.S. banks and credit unions with balances in excess of the Federal Deposit Insurance Corporation and National Credit Union Share Insurance Fund limits, respectively. The failure of a bank or credit union where the Company has significant deposits could result in a loss of a portion of such cash balances in excess of the insured limit, which could materially and adversely affect the Company’s business, financial condition and results of operations. The Company provides credit in the normal course of business to customers located throughout the U.S. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information. There were no customers that comprised more than 10% of the Company’s revenue for the years ended June 27, 2020 and June 29, 2019. |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Jun. 27, 2020 | |
Disclosure Prepaid Expenses Abstract | |
PREPAID EXPENSES | 4. PREPAID EXPENSES As of June 27, 2020 and June 29, 2019, prepaid expenses consist of the following: Schedule of prepaid expenses 2020 2019 Prepaid Expenses $ 3,962,686 $ 9,471,692 Prepaid Rent - 2,077,771 Prepaid Insurance 700,078 2,348,441 Total Prepaid Expenses $ 4,662,764 $ 13,897,904 |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Jun. 27, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITIONS | 9. BUSINESS ACQUISITIONS A summary of business acquisitions completed during the years ended June 27, 2020 and June 29, 2019 is as follows: Schedule of business acquisitions 2019 Acquisitions 2020 Acquisitions LVMC, LLC Monarch Viktoriya’s Medical Supplies LLC Future Transactions Holdings LLC Kannaboost Technology Inc. and CSI Solutions LLC PHSL, LLC 2019 TOTAL MattnJeremy, Inc. MME Evanston Retail, LLC 2020 TOTAL Closing Date: October 9, December 3, January 15, February 4, February 13, March 29, September 3, 2019 December 2, 2019 Total Consideration Cash $ 10,075,000 $ 6,986,541 $ 3,800,000 $ 3,050,000 $ 2,000,000 $ 750,000 $ 26,661,541 $ 1,000,000 $ - $ 1,000,000 Note Payable - - 6,500,000 3,000,000 15,000,000 2,250,000 26,750,000 - - - Relief of Credit - - - - - - - - 6,930,557 6,930,557 Stock Issued: Subordinate Voting Shares - 13,337,471 - 6,895,270 14,169,438 - 34,402,179 - - - Present Value of Deferred Payments - - - - - - - 1,875,000 - 1,875,000 Contingent Consideration - 774,000 - - - - 774,000 9,833,000 - 9,833,000 Total Consideration $ 10,075,000 $ 21,098,012 $ 10,300,000 $ 12,945,270 $ 31,169,438 $ 3,000,000 $ 88,587,720 $ 12,708,000 $ 6,930,557 $ 19,638,577 Number of Shares Issued: Subordinate Voting Shares - 4,019,065 - 2,117,238 4,739,626 - 10,875,929 5,112,263 - 5,112,263 Preliminary Accounting Estimate of Net Assets Acquired Current Assets $ - $ 1,670,296 $ 200,000 $ 88,142 $ 1,857,589 $ 114,645 $ 3,930,672 $ 405,000 $ 537,771 $ 942,771 Fixed Assets - 162,560 - 436,499 3,220,955 - 3,820,014 - 430,621 430,621 Non-Current Assets - - 3,328 - - - 3,328 - - - Liabilities Assumed - (647,800 ) - (24,481 ) - (67,989 ) (740,270 ) - - - Deferred Tax Liabilities (1,028,307 ) (1,229,995 ) (1,539,744 ) (1,444,940 ) (6,059,814 ) (474,158 ) (11,776,958 ) (1,844,465 ) (1,583,745 ) (3,428,210 ) Intangible Assets: - Customer Relationships 770,000 1,820,000 1,650,000 1,550,000 3,390,000 659,000 9,839,000 830,000 300,000 1,130,000 Dispensary License 4,889,000 2,410,000 3,510,000 2,530,000 13,900,000 930,000 28,169,000 5,100,000 4,500,000 9,600,000 Total Intangible Assets 5,659,000 4,230,000 5,160,000 4,080,000 17,290,000 1,589,000 38,008,000 5,930,000 4,800,000 10,730,000 Total Identifiable Net Assets 4,630,693 4,185,061 3,823,584 3,135,220 16,308,730 1,161,498 33,244,786 4,490,535 4,184,647 8,675,182 Goodwill (1) 5,444,307 16,912,951 6,476,416 9,810,050 14,860,708 1,838,502 55,342,934 8,217,465 2,745,910 10,963,375 Total Preliminary Accounting Estimate of Net Assets Acquired $ 10,075,000 $ 21,098,012 $ 10,300,000 $ 12,945,270 $ 31,169,438 $ 3,000,000 $ 88,587,720 $ 12,708,000 $ 6,930,557 $ 19,638,577 Acquisition Costs Expensed (3) $ 650,000 $ 1,147,320 $ 528,888 $ 252,492 $ - $ - $ 2,578,700 $ 421,497 $ - $ 421,497 Net Income (Loss) $ (2,108,596 ) $ (1,369,842 ) $ (1,462,801 ) $ (455,441 ) $ (1,143,117 ) $ 91,646 $ (6,448,151 ) $ (11,293,305 ) $ 870,289 $ (10,423,016 ) Revenues $ 1,914,479 $ 3,905,002 $ 2,960,376 $ 1,665,602 $ 6,139,233 $ 331,535 $ 16,916,227 $ 3,199,684 $ 6,283,249 $ 9,482,933 Pro Forma Net Income (Loss) (2) $ (140,000 ) $ (219,000 ) $ (755,000 ) $ (250,000 ) $ 2,511,000 $ (235,000 ) $ 912,000 $ 10,000 $ (132,726 ) $ (122,726 ) Pro Forma Revenues (2) $ - $ 5,770,000 $ 5,334,000 $ 1,664,000 $ 11,044,000 $ 1,232,000 $ 25,044,000 $ 50,000 $ 4,488,035 $ 4,538,035 (1) Goodwill arising from acquisitions represent expected synergies, future income and growth, and other intangibles that do not qualify for separate recognition. Generally speaking, goodwill related to dispensaries acquired within a state adds to the footprint of the MedMen dispensaries within the state, giving the Company’s customers more access to the Company’s branded stores. Goodwill related to cultivation and wholesale acquisitions provide for lower costs and synergies of the Company’s growing and wholesale distribution methods which allow for overall lower costs. (2) If the acquisition had been completed on July 1, 2018 or July 1, 2019 for the 2019 Acquisitions and 2020 Acquisitions, respectively, the Company estimates it would have recorded increases in revenues and net income (loss) shown in the pro forma amounts above. (3) Acquisition costs include amounts paid in cash and equity. Of the acquisition costs paid in equity during 2019, the Company issued 159,435 Subordinate Voting Shares valued at the trading price of the Subordinate Voting Shares upon grant ($515,500) and 169,487 MedMen Corp Redeemable Shares valued at the trading price of the Subordinate Voting Shares upon grant ($597,320). Of the acquisition costs paid in equity during 2020, the Company issued 214,716 Subordinate Voting Shares valued at the trading price of the Subordinate Voting Shares upon grant ($421,497). The purchase price allocations for the acquisitions, as set forth in the table above, reflect various preliminary fair value estimates and analyses that are subject to change within the measurement period as valuations are finalized. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair values of certain tangible assets, the valuation of intangible assets acquired and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired at the acquisition date during the measurement period. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the period of acquisition in the Company’s consolidated financial statements and, depending on the nature of the adjustments, other periods subsequent to the period of acquisition could be affected. All the acquisitions noted below were accounted for in accordance with ASC 805, “ Business Combinations” Business acquisitions completed during the year ended June 27, 2020 is as follows: MattnJeremy, Inc., d/b/a One Love Beach Club On September 3, 2019, the Company completed the acquisition of MattnJeremy, Inc., d/b/a One Love Beach Club (“One Love”), a licensed medical and recreational cannabis dispensary located in Long Beach, California. The Company acquired all of the issued and outstanding shares of One Love for aggregate consideration of $ 12,708,000 1,000,000 $1,000,000 deferred payment to be paid six months after closing, $1,000,000 deferred payment to be paid one year after closing 5,112,263 9,833,000 1,875,000 1,000,000 3,045,989 748,658 248,656 MME Evanston Retail, LLC In connection with the termination of the PharmaCann Acquisition, on December 2, 2019, the Company received 100 6,930,557 “Note 10 - Termination of Previously Announced Acquisition” Business acquisitions completed during the year ended June 29, 2019 is as follows: LVMC, LLC, d/b/a Cannacopia On October 9, 2018, the Company completed the acquisition of LVMC, LLC, d/b/a Cannacopia, a Nevada limited liability company (“LVMC”). The assets consist primarily of the state of Nevada issued dispensary license and customer relationships. The Company began retail operations at its current location in November 2018 with the intention of moving operations to real property purchased at 3035 Highland Drive, Las Vegas, Nevada 89109 and 3025 South Highland Drive, Las Vegas, Nevada 89109. The Company acquired all of the issued and outstanding shares of LVMC for aggregate consideration of $ 10,075,000 Monarch On December 3, 2018, the Company completed the acquisition of Monarch, a Scottsdale, Arizona-based licensed medical cannabis license holder with dispensary, cultivation and processing operations, from WhiteStar Solutions LLC (“WhiteStar”) through the acquisition of Omaha Management Services, LLC. In addition, the Company acquired from WhiteStar their exclusive co-manufacturing and licensing agreements with Kiva, Mirth Provisions and HUXTON for the state of Arizona. The Company acquired all of the issued and outstanding shares of Monarch for aggregate consideration of $ 21,098,012 6,986,541 4,019,065 3.32 1,000,000 The Company determined the present value of the Company’s estimates of future outcomes of revenue targets being met (revenue targets ranged from $7,000,000 to $10,000,000) and the likelihood of the earn out being paid which was valued at $774,000. Viktoriya’s Medical Supplies LLC, d/b/a Buddy’s Cannabis On January 15, 2019, the Company completed the acquisition of Viktoriya’s Medical Supplies LLC (“VMS”), d/b/a Buddy’s Cannabis. VMS owns a microbusiness license to retail, distribute, cultivate and manufacture cannabis onsite in San Jose, California. The Company acquired all of the issued and outstanding shares of VMS for aggregate consideration of $ 10,300,000 3,800,000 6,500,000 Future Transactions Holdings LLC d/b/a Seven Point On February 4, 2019, the Company completed the acquisition of Future Transactions Holdings LLC (“Future Transactions”), d/b/a Seven Point, a licensed medical cannabis dispensary located in Oak Park, Illinois. The Company acquired all of the issued and outstanding shares of Future Transactions for aggregate consideration of $ 12,945,270 3,050,000 3,000,000 2,117,238 3.26 Kannaboost Technology Inc. and CSI Solutions LLC On February 13, 2019, the Company completed the acquisition of Kannaboost Technology Inc. and CSI Solutions LLC (collectively referred to as “Level Up”). Level Up holds licenses for two vertically-integrated operations in Arizona, which include retail locations in Scottsdale and Tempe, as well as 25,000 square feet of cultivation and production capacity in Tempe and Phoenix. The Company acquired all of the issued and outstanding shares of Level Up for aggregate consideration of $ 31,169,438 2,000,000 15,000,000 4,739,626 2.99 As part of the transaction, the Company also received a 40% stake in top-selling brand K.I.N.D. Concentrates, which is currently distributed in over 90% of the dispensaries in Arizona. PHSL, LLC, d/b/a SugarLeaf Trading Co. On March 29, 2019, the Company completed the acquisition of PHSL, LLC, d/b/a SugarLeaf Trading Co. (“SugarLeaf”), an adult and medical use cannabis license holder in Seaside, California. The Company acquired 100 3,000,000 750,000 2,250,000 |
TERMINATION OF PREVIOUSLY ANNOU
TERMINATION OF PREVIOUSLY ANNOUNCED ACQUISITION | 12 Months Ended |
Jun. 27, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |
TERMINATION OF PREVIOUSLY ANNOUNCED ACQUISITION | 10. TERMINATION OF PREVIOUSLY ANNOUNCED ACQUISITION On October 11, 2018, the Company entered into a binding letter of intent with PharmaCann, LLC (“PharmaCann”) to acquire all outstanding equity interests in PharmaCann in an all-stock transaction (the “PharmaCann Acquisition”), valued at $ 682,000,000 20,000,000 7.5 On October 7, 2019, the Company and PharmaCann entered into a mutual agreement to terminate the PharmaCann Acquisition. As compensation for the termination, the Company and PharmaCann agreed to accept a transfer of assets in exchange for repayment of the line of credit. The assets transferred were 100 ● MME Evanston Retail, LLC (“Evanston”), which holds a retail location in Evanston, Illinois and related licenses, and a retail license for Greater Chicago, Illinois; ● PharmaCann Virginia, LLC (“Staunton”), which holds land and a license for a vertically-integrated facility in Staunton, Virginia; and ● PC 16280 East Twombly LLC (“Hillcrest”), which holds an operational cultivation and production facility in Hillcrest, Illinois and related licenses. Each delivery of the Transfer of Interest, after successful regulatory approval, if any, will relieve one-third of the line of credit and any accrued interest due from PharmaCann. Concurrent with the termination agreement, the Company and PharmaCann entered into a membership interest purchase agreement which detailed the assets to be delivered to the Company. The Company entered into plans to sell the Staunton and Hillcrest assets while the Evanston assets will be owned and operated by the Company. As of June 27, 2020, the Company successfully received the membership interests in Evanston and Staunton, and transferred the rights to receive the equity interest in Hillcrest to a third party, and relieved the full amount due from PharmaCann. The Evanston assets received were accounted for as a business combination in accordance with ASC 805, “Business Combinations” as the Evanston assets met the definition of a business. Pursuant to ASC 805, the fair value of the consideration paid, which is the portion of the line of credit relieved, approximates its carrying value. See “Note 9 - Business Acquisitions” for further information on the acquisition of Evanston. The Company determined that the cost of the Staunton assets received was equal to the fair value of the assets given up as consideration, being the portion of the line of credit relieved. Accordingly, no gain or loss was recorded upon receipt of the Staunton assets. The Staunton assets were classified as assets held for sale in accordance with ASC 360, “Long-Lived Assets Classified as Held for Sale” and are measured at the lower of its carrying amount or FVLCTS. During the year ended June 27, 2020, the Company recorded $ 6,870,833 1,050,833 212,000 5,607,600 The Company determined that the cost of the Hillcrest assets was equal to the fair value of the assets given up as consideration, being the portion of the line of credit relieved. The Company sold its rights to the Hillcrest assets for total gross proceeds of approximately $ 17,000,000 9,490,800 |
INTANGIBLE ASSET
INTANGIBLE ASSET | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSET | 7. INTANGIBLE ASSETS As of March 27, 2021 and June 27, 2020, intangible assets consist of the following: Schedule of intangible assets March 27, June 27, 2021 2020 Dispensary Licenses $ 118,881,616 $ 125,565,281 Customer Relationships 15,927,600 15,927,600 Management Agreement 7,594,937 7,594,937 Capitalized Software 9,343,352 9,255,026 Intellectual Property 6,276,955 8,520,121 Total Intangible Assets 158,024,460 166,862,965 Dispensary Licenses (20,685,860 ) (15,860,670 ) Customer Relationships (14,210,226 ) (6,261,515 ) Management Agreement (715,761 ) (565,972 ) Capitalized Software (4,071,756 ) (2,273,432 ) Intellectual Property (3,006,772 ) (5,496,231 ) Less Accumulated Amortization (42,690,375 ) (30,457,820 ) Intangible Assets, Net $ 115,334,085 $ 136,405,145 The Company recorded amortization expense related to continuing operations of $ 4,452,573 13,104,322 4,333,212 10,660,164 1,573,563 24,832 62,951 41,293 313,535 | 11. INTANGIBLE ASSET As of June 27, 2020 and June 29, 2019, intangible assets consist of the following: Schedule of intangible assets 2020 2019 Dispensary Licenses $ 139,736,881 $ 179,628,706 Customer Relationships 18,586,200 18,415,200 Management Agreement 7,594,937 7,594,937 Capitalized Software 9,255,026 4,010,454 Intellectual Property 8,520,121 8,212,764 Total Intangible Assets 183,693,165 217,862,061 Less Accumulated Amortization (35,612,135 ) (16,760,646 ) Intangible Assets, Net $ 148,081,030 $ 201,101,415 As of June 27, 2020, accumulated amortization for dispensary licenses, customer relationships, management agreement, capitalized software and intellectual property is $ 19,162,587 , $ 8,113,913 , $ 565,972 , $ 2,273,432 and $ 5,496,231 respectively. As of June 29, 2019, accumulated amortization for dispensary licenses, customer relationships, management agreement, capitalized software and intellectual property is $ 9,330,150 , $ 6,484,668 , $ 366,667 , $ 579,161 and nil 0 , respectively. The Company recorded amortization expense related to continuing operations of $ 16,880,094 12,439,105 346,180 276,847 During the year ended June 27, 2020, management noted indicators of impairment of its long-lived assets of certain asset groups in California, Nevada and Florida. The Company used various Level 3 inputs and a discounted cash flow model to determine the fair value of these asset groups. Accordingly, the Company recorded an impairment of $ 38,959,000 |
GOODWILL
GOODWILL | 12 Months Ended |
Jun. 27, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | 12. GOODWILL As of June 27, 2020 and June 29, 2019, goodwill was $ 33,861,150 53,786,872 “Note 9 - Business Acquisitions” Note 26 - Discontinued Operations” Schedule of carrying amounts of goodwill California Illinois Nevada Arizona New York TOTAL Balance as of July 1, 2018 $ 8,427,925 $ - $ 11,111,980 $ - $ 10,677,692 $ 30,217,597 Acquired Goodwill 8,314,918 9,810,050 5,444,307 31,773,659 - 55,342,934 Transferred to Assets Held for Sale - - - (31,773,659 ) - (31,773,659 ) Balance as of June 29, 2019 $ 16,742,843 $ 9,810,050 $ 16,556,287 $ - $ 10,677,692 $ 53,786,872 Acquired Goodwill 8,217,465 2,745,910 - - - 10,963,375 Transferred to Assets Held for Sale (1,869,900 ) (2,745,910 ) - - - (4,615,810 ) Impairment Losses - - (16,556,287 ) - (9,717,000 ) (26,273,287 ) Balance as of June 27, 2020 $ 23,090,408 $ 9,810,050 $ - $ - $ 960,692 $ 33,861,150 Goodwill is assigned to the reporting unit, which is the operating segment level or one level below the operating segment. Goodwill arises from the purchase price for acquired businesses exceeding the fair value of tangible and intangible assets acquired less assumed liabilities. Goodwill is reviewed annually for impairment or more frequently if impairment indicators arise. The Company adopted ASU 2017-04 which eliminates Step 2 from the quantitative assessment of the goodwill impairment test wherein the goodwill impairment loss was measured by comparing the implied fair value of a reporting unit’s goodwill with its carrying amount. As amendment, the goodwill impairment test consists of one step comparing the fair value of a reporting unit with its carrying amount. The amount by which the carrying amount exceeds the reporting unit’s fair value is recognized as a goodwill impairment loss. The Company conducts its annual goodwill impairment assessment as of the last day of the year. For the purpose of the goodwill impairment test, the Company performed a quantitative assessment wherein the fair value of each reporting unit is determined using a discounted cash flow method (income approach). The earnings forecast for the reporting unit impaired was revised based on a decrease in anticipated operating profits and cash flows for the next five years as it relates to the current economic environment related to COVID-19. The fair value of that reporting unit was estimated using the expected present value of future cash flows. As of June 27, 2020, the Company recorded a goodwill impairment loss in the amount of $ 26,273,287 |
OTHER CURRENT LIABILITIES AND O
OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES | 12 Months Ended |
Jun. 27, 2020 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES | 14. OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES As of June 27, 2020 and June 29, 2019, other current liabilities consist of the following: Schedule of other current liabilities 2020 2019 Accrued Interest Payable $ 9,051,650 $ 2,819,594 Contingent Consideration 8,951,801 774,000 Other Current Liabilities 1,728,854 52,786 Total Other Current Liabilities $ 19,732,305 $ 3,646,380 As of June 27, 2020 and June 29, 2019, other non-current liabilities, net of current portion, consist of the following: Schedule of other non-current liabilities 2020 2019 Deferred Gain on Sale of Assets (1)(2) $ 4,164,713 $ 4,731,338 Contingent Consideration - 20,197,690 Other Long Term Liabilities 50,820 - Total Other Non-Current Liabilities $ 4,215,533 $ 24,929,028 (1) See “Note 16 - Leases” for further information. (2) The current portion of Deferred Gain on Sale of Assets of $566,627 is recorded in Accounts Payable and Accrued Liabilities. Contingent Consideration Contingent consideration recorded relates to a business acquisition (see “Note 9 - Business Acquisitions” “Distinguishing Liabilities from Equity”. As of June 29, 2019, the Company evaluated the contingent consideration related to an asset acquisition and remeasured the liability at fair value of $ 20,197,689 8,438,690 Note 11 - Intangible Assets” 10,000,000 10,811,219 9,386,471 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Jun. 27, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 15. DERIVATIVE LIABILITIES During the year ended June 29, 2019, the Company issued the following warrants related to bought deals. The exercise price of the warrants is denominated in Canadian dollars. Upon the analysis of the warrants issued under ASC 815, the Company determined that the warrants are to be accounted as derivative liabilities. The warrants are traded on the Canadian stock exchange. The following are the warrants issued related to the bought deals that were accounted for as derivative liabilities: Schedule of warrants issued Number of Warrants September Bought Deal Equity Financing 7,840,909 ( 1)(2)(3) December Bought Deal Equity Financing 13,640,000 ( 1)(2)(4) 21,480,909 (1) The exercise price of the warrants was denominated in a price other than the Company’s functional currency. In accordance with ASC 815-40, a share warrant denominated in a price other than the functional currency of the Company fails to meet the definition of equity. Accordingly, such a contract or instrument would be accounted for as a derivative liability and measured at fair value with changes in fair value recognized in the Consolidated Statement of Operations at each period-end. (2) Measured based on Level 1 inputs on the fair value hierarchy since there are quoted prices in active markets for these warrants. The Company used the closing price of the publicly-traded warrants to estimate fair value of the derivative liability at issuance and at each reporting date. (3) See “Note 19 - Shareholders’ Equity - September Bought Deal Equity Financing” for further information. (4) See “Note 19 - Shareholders’ Equity - December Bought Deal Equity Financing” for further information. A reconciliation of the beginning and ending balance of derivative liabilities and change in fair value of derivative liabilities for the years ended June 27, 2020 and June 29, 2019 is as follows: Schedule of reconciliation of the beginning and ending balance of derivative liabilities and change in fair value of derivative liabilities 2020 2019 Balance as of Beginning of Year $ 9,343,485 $ - Initial Recognition of Derivative Liabilities - 13,252,207 Change in Fair Value of Derivative Liabilities (8,797,409 ) (3,908,722 ) Balance as of End of Year $ 546,076 $ 9,343,485 |
SHAREHOLDERS_ EQUITIES
SHAREHOLDERS’ EQUITIES | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
MEZZANINE EQUITY | ||
SHAREHOLDERS’ EQUITIES | 14. SHAREHOLDERS’ EQUITY Issued and Outstanding A reconciliation of the beginning and ending issued and outstanding shares is as follows: Schedule of Shares issued and outstanding Subordinate Voting Super MM CAN USA MM Enterprises USA Balance as of June 27, 2020 403,907,218 815,295 236,123,851 725,016 Cancellation of Super Voting Shares - (815,295 ) - - Shares Issued for Cash 57,800,000 - - - Shares Issued to Settle Accounts Payable and Liabilities 14,911,047 - - - Shares Issued for Exercise of Warrants - - 27,164,323 - Redemption of MedMen Corp Redeemable Shares 133,969,228 - (133,969,228 ) - Shares Issued for Vested Restricted Stock Units 7,173,256 - - - Shares Issued for Debt Amendment Fees 4,305,148 - - - Stock Grants for Compensation 3,703,730 - - - Balance as of March 27, 2021 625,769,627 - 129,318,946 725,016 Cancellation of Super Voting Shares Effective as of December 10, 2020, the Company cancelled the remaining 815,295 Class A Super Voting Shares that were granted via proxy to Benjamin Rose wherein no consideration was paid. The effect of the cancellation was recognized as a reduction in the mezzanine equity for the book value of $82,500 and the difference over the repurchase price of nil was recorded to additional paid-in capital. There was no effect on total shareholders’ equity as a result of this cancellation. As of March 27, 2021, there are no outstanding Class A Super Voting Shares. Private Placement Effective as of February 15, 2021, the Company executed the sale of 7,800,000 units through an investor agreement for a purchase price of $0.37 per share or aggregated total proceeds of approximately $2,866,000. Each unit consists of one Class B Subordinate Voting Share and one share purchase warrant. Each warrant permits the holder to purchase one additional Class B Subordinate Voting Share at an exercise price of $0.46 per share for a period of five years from the date of issuance. The warrants were classified within shareholders’ equity as additional-paid-in-capital in accordance with ASC 815-10, “ Derivatives and Hedging Effective as of March 18, 2021, the Company executed the sale (“Private Placement Offering”) of 50,000,000 units (“Private Placement Units”) and 50,000,000 warrants that were granted through a separate private placement for a purchase price of C$0.40 per Private Placement Unit for aggregated total proceeds of approximately C$20,000,000 (or $16,019,597 U.S. dollars). Each Private Placement Unit consisted of one Class B Subordinate Voting Share and one share purchase warrant of the Company (“Private Placement Warrant”). Each Private Placement Warrant entitles the holder to purchase one Subordinate Voting Share at an exercise price of C$0.50 for a period of 3 years following the closing of the Private Placement Offering. See “Note 10 – Other Current Liabilities” Cashless Exercise of Warrants On March 22, 2021, 40,000,000 warrants were exercised on a cashless basis for 27,164,323 MM CAN USA Class B Redeemable Shares. Non-Controlling Interests Non-controlling interest represents the net assets of the subsidiaries that the holders of the Subordinate Voting Shares do not directly own. The net assets of the non-controlling interest are represented by the holders of MM CAN USA Redeemable Shares and the holders of MM Enterprises USA Common Units. Non-controlling interest also represents the net assets of the entities the Company does not directly own but controls through a management agreement. As of March 27, 2021 and June 27, 2020, the holders of the MM CAN USA Redeemable Shares represent approximately 17.13% 36.89% 0.10% 0.11% Variable Interest Entities The below information are entities the Company has concluded to be variable interest entities (“VIEs”) as the Company possesses the power to direct activities through management services agreements (“MSAs”). Through these MSAs, the Company can significantly impact the VIEs and thus holds a controlling financial interest. The following table represents the summarized financial information about the Company’s consolidated VIEs. VIEs include the balances of LAX Fund II Group, LLC, Natures Cure, Inc. and Venice Caregiver Foundation, Inc. This information represents amounts before intercompany eliminations. As of and for the nine months ended March 27, 2021, the balances of the VIEs before any intercompany eliminations consists of the following: Schedule of VIE Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,197,557 $ - $ 10,310,942 $ 11,508,499 Non-Current Assets 13,045,511 2,925,798 4,980,057 20,951,366 Total Assets $ 14,243,068 $ 2,925,798 $ 15,290,999 $ 32,459,865 Current Liabilities $ 10,836,220 $ 9,032,248 $ 3,083,532 $ 22,952,000 Non-Current Liabilities 7,827,937 2,386,061 7 10,214,005 Total Liabilities $ 18,664,157 $ 11,418,309 $ 3,083,539 $ 33,166,005 Non-Controlling Interest $ (4,421,089 ) $ (8,492,511 ) $ 12,207,460 $ (706,140 ) Revenues $ 6,457,626 $ - $ 9,911,450 $ 16,369,076 Net Income (Loss) Attributable to Non-Controlling Interest $ 1,504,096 $ (2,422,184 ) $ 5,427,833 $ 4,509,745 As of and for the year ended June 27, 2020, the balances of the VIEs consists of the following: Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,233,188 $ 811,025 $ 6,639,231 $ 8,683,444 Non-Current Assets 16,867,824 3,259,563 5,032,428 25,159,815 Total Assets $ 18,101,012 $ 4,070,588 $ 11,671,659 $ 33,843,259 Current Liabilities $ 12,831,161 $ 7,481,953 $ 3,745,710 $ 24,058,824 Non-Current Liabilities 11,196,585 2,662,078 1,146,322 15,004,985 Total Liabilities $ 24,027,746 $ 10,144,031 $ 4,892,032 $ 39,063,809 Non-Controlling Interest $ (5,926,734 ) $ (6,073,443 ) $ 6,779,627 $ (5,220,550 ) Revenues $ 10,949,458 $ - $ 13,976,810 $ 24,926,268 Net Income (Loss) Attributable to Non-Controlling Interest $ (6,132,528 ) $ (3,777,079 ) $ 3,143,437 $ (6,766,170 ) The net change in the consolidated VIEs and other non-controlling interest are as follows for the nine months ended March 27, 2021: Schedule of other non-controlling interest Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. Other Non- Controlling Interests TOTAL Balance as of June 27, 2020 $ (5,925,185 ) $ (6,070,327 ) $ 6,779,627 $ (331,561,812 ) $ (336,777,697 ) Net Income (Loss) 1,504,096 (2,422,184 ) 5,427,833 (30,614,859 ) (26,105,114 ) Equity Component on Debt and Debt Modification - - - 4,055,133 4,055,133 Deferred Tax Impact On Conversion Feature - - - (1,210,052 ) (1,210,052 ) Redemption of MedMen Corp Redeemable Shares - - - (75,460,832 ) (75,460,832 ) Balance as of March 27, 2021 $ (4,421,089 ) $ (8,492,511 ) $ 12,207,460 $ (434,792,422 ) $ (435,498,562 ) Le Cirque Rouge, LP (the “Operating Partnership,” or the “OP”) is a Delaware limited partnership that holds substantially all of the real estate assets owned by the REIT, conducts the REIT’s operations, and is financed by the REIT. Under ASC 810, “Consolidation” “Note 11 – Leases” | 19. SHAREHOLDERS’ EQUITIES Authorized The authorized share capital of the Company is comprised of the following: Unlimited Number of Class B Subordinate Voting Shares Holders of Subordinate Voting Shares are entitled to notice of and to attend at any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company will have the right to vote. At each such meeting, holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held. As long as any Subordinate Voting Shares remain outstanding, the Company will not, without the consent of the holders of the Subordinate Voting Shares by separate special resolution, prejudice or interfere with any right attached to the Subordinate Voting Shares. Holders of Subordinate Voting Shares are entitled to receive as and when declared by the directors of the Company, dividends in cash or property of the Company. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders, the holders of Class B Subordinate Voting Shares shall, subject to the prior rights of the holders of any shares of the Company ranking in priority rights of the holders of any shares of the Company ranking in priority to the Class B Shares (including without restriction the Class A Super Voting Shares) be entitled to participate ratably along with all other holders of Class B Shares. Unlimited Number of Class A Super Voting Shares Holders of Super Voting Shares are not entitled to receive dividends. They are entitled to notice of and to attend at any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company have the right to vote. At each such meeting, holders of Super Voting Shares are entitled to 1,000 votes in respect of each Super Voting Share held. Provided that the founders hold more than 50% of the issued and outstanding non-voting common shares of MM Corp and Common Units of LLC, otherwise each holders of Super Voting Shares are entitled to 50 votes in respect of each Super Voting Share held. 0.10119 82,500 Distinguishing Liabilities from Equity In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders, the Company will distribute its assets firstly and in priority to the rights of holders of any other class of shares of the Company (including the holders of preferred shares of any series and Class B Subordinate Voting Shares) to return the issue price of the Class A Super Voting Shares. If there are insufficient assets to fully return the issue price, such holders will receive an amount equal to the holders of the Class A Super Voting Shares such holders will receive an amount equal to their pro rata share in proportion to the issue price of their Class A Super Voting Shares along with all other holders of Class A Super Voting Shares. On January 31, 2020, the Company announced that Adam Bierman and Andrew Modlin agreed to surrender all of their Class A Super Voting Shares to the Company. The value of the Super Voting Shares will be determined by a special committee of the Board (the “Special Committee”) through a process that includes hiring a third-party supervised by the Special Committee. As of June 27, 2020, the third-party valuation has not been completed. Accordingly, 815,295 475,650 Unlimited Number of Preferred Shares The Preferred Shares may be issued at any time or from time to time in one or more series. The board of directors of the Company may, by resolution, alter its Notice of Articles of the Company to create any series of Preferred Shares and to fix before issuance, the designation, rights, privileges, restrictions and conditions to attach to the Preferred Shares of each series, including the rate, form, entitlement and payment of preferential dividends, the dates and place for payment thereof, the redemption price, terms, procedures and conditions of redemption, if any, voting rights and conversion rights, if any, and any sinking fund, purchase fund or other provisions attaching to the Preferred Shares of such series; provided, however, that no Preferred Shares of any series shall be issued until the Company has filed an alteration to its Notice of Articles with the British Columbia Registrar of Companies. Preferred shares shall be entitled to preference over other classes of shares, dividends when declared and any distribution of assets in event of liquidation, dissolution or winding up the Company, whether voluntary or involuntary. 2,000,000,000 Units of MM CAN USA Redeemable Shares The Company’s subsidiary, MM CAN USA, Inc. has two authorized classes of units, Class A and Class B Redeemable Stock with a $ 0.001 1,000,000,000 Unlimited Number of MM Enterprises USA Common Units The Company’s subsidiary, MM Enterprises USA, LLC has one authorized class of units being Common Units. Common Units contain no voting rights and are redeemable into Class B Redeemable Units of MedMen Corp or of the Company’s Class B Subordinate Voting Shares. Distributions to members, upon the dissolution or liquidation of the Company, whether voluntary or involuntary may be declared by out of distributable cash or other funds or property legally available therefor in such amounts and on such terms as the Company shall determine using such record date as the Company may designate on a pro-rata basis in accordance with each members percentage interest in the Company. Issued and Outstanding A reconciliation of the beginning and ending issued and outstanding shares is as follows: Schedule of shares issued and outstanding Subordinate Voting Super MM CAN USA MM Enterprises USA Balance as of July 1, 2018 45,215,976 1,630,590 365,961,334 1,570,064 Bought Deal Equity Financing 29,321,818 - - - At-the-Market Equity Financing Program 5,168,500 - - - Shares Issued to Settle Debt 632,130 - 3,932,415 - Debt Issuance Costs 2,691,141 - - - Redemption of MedMen Corp Redeemable Shares 58,095,821 - (58,095,821 ) - Redemption of LLC Redeemable Units 5,566,993 - 4,274,566 (9,841,559 ) Other Assets 919,711 - 72,464 - Acquisition Costs 159,435 - 169,487 - Acquisition of Non-Controlling Interest 9,736,870 - - - Business Acquisitions 10,875,929 - - - Asset Acquisitions 1,658,884 - - 8,996,511 Vested Restricted Stock Units 333,479 - - - Exercise of Warrants - - 2,878,770 - Stock Grants for Compensation 2,634,235 - - - Balance as of June 29, 2019 173,010,922 1,630,590 319,193,215 725,016 Cancellation of Super Voting Shares - (815,295 ) - - At-the-Market Equity Financing Program, Net 9,789,300 - - - Shares Issued for Cash 61,596,792 - - - Shares Issued to Settle Debt and Accrued Interest 6,801,790 - - - Shares Issued to Settle Accounts Payable and Liabilities 24,116,461 - - - Shares Issued to Settle Contingent Consideration 13,737,444 - - - Asset Acquisitions 7,373,034 - - - Redemption of MedMen Corp Redeemable Shares 83,119,182 - (83,119,182 ) - Shares Issued for Vested Restricted Stock Units 329,548 - - - Shares Issued for Other Assets 13,479,589 - - - Shares Issued for Acquisition Costs 765,876 - - - Shares Issued for Business Acquisition 5,112,263 - - - Stock Grants for Compensation 4,675,017 - 49,818 - Balance as of June 27, 2020 403,907,218 815,295 236,123,851 725,016 September Bought Deal Equity Financing On September 27, 2018, MedMen Corp completed a bought deal financing (the “September Offering”) of 15,681,818 units (the “September Units”) at a price of C$5.50 per September Unit (the “September Issue Price”), which included the exercise in full by the Underwriters of their over-allotment option, for aggregate gross proceeds of approximately C$86,250,000 (or $65,935,325 U.S. dollars). Each September Unit consisted of one Subordinate Voting Share and one-half of one share purchase warrant of the Company (each whole share purchase warrant, a “September Warrant”). Each September Warrant entitles the holder thereof to acquire, subject to adjustment in certain circumstances, one Subordinate Voting Share at an exercise price of C$6.87 for a period of 36 months following the closing of the September Offering. On September 27, 2018, the September Warrants commenced trading under the ticker symbol “MMEN.WT”. See “Note 15 - Derivative Liabilities” December Bought Deal Equity Financing On December 5, 2018, MedMen Corp completed a bought deal financing (the “December Offering”) of 13,640,000 units (the “December Units”) at a price of C$5.50 per December Unit (the “December Issue Price”) for aggregate gross proceeds of approximately C$75,020,000 (or $55,976,720 U.S. dollars). Each December Unit consisted of one Subordinate Voting Share and one share purchase warrant of the Company (“December Warrant”). Each December Warrant entitles the holder thereof to acquire, subject to adjustment in certain circumstances, one Subordinate Voting Share at an exercise price of C$6.87 ($ 5.28 “Note 15 - Derivative Liabilities” At-the-Market Equity Financing Program On April 10, 2019, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Canaccord Genuity Corp. pursuant to which the Company may, from time to time, sell Subordinate Voting Shares for aggregate gross proceeds of up to C$60,000,000. 9,789,300 5,168,500 12,399,252 13,306,096 Non-Controlling Interests Non-controlling interest represents the net assets of the subsidiaries the holders of the Subordinate Voting Shares do not directly own. The net assets of the non-controlling interest are represented by the holders of the MM CAN USA Redeemable Shares. and the holders of MM Enterprises USA Common Units. Non-controlling interest also represents the net assets of the entities the Company does not directly own but controls through a management agreement. As of June 27, 2020 and June 29, 2019, the holders of the MM CAN USA Redeemable Shares represent approximately 36.89 64.85 0.11 0.15 Variable Interest Entities The below information are entities the Company has concluded to be variable interest entities (“VIEs”) as the Company possesses the power to direct activities through management services agreements (“MSAs”). Through these MSAs, the Company can significantly impact the VIEs and thus holds a controlling financial interest. The following table represents the summarized financial information about the Company’s consolidated VIEs. VIEs include the balances of LAX Fund II Group, LLC, Natures Cure, Inc. and Venice Caregiver Foundation, Inc. This information represents amounts before intercompany eliminations. Acquisition of Previously Consolidated VIE Prior to January 25, 2019, the Company VIE’s also included The Source Santa Ana and The Farmacy Collective. On January 25, 2019, the Company completed the acquisition of the Source Santa Ana and The Farmacy Collective from Captor Capital Corp. (“Captor”), a related party for $ 33,035,817 9,736,870 33,035,817 1,051,902 As of and for the year ended June 27, 2020, the balances of the VIEs consist of the following: Schedule of VIE Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,233,188 $ 811,025 $ 6,639,231 $ 8,683,444 Non-Current Assets 16,867,824 3,259,563 5,032,428 25,159,815 Total Assets 18,101,012 4,070,588 11,671,659 33,843,259 Current Liabilities $ 12,831,161 $ 7,481,953 $ 3,745,710 $ 24,058,824 Non-Current Liabilities 11,196,585 2,662,078 1,146,322 15,004,985 Total Liabilities 24,027,746 10,144,031 4,892,032 39,063,809 Non-Controlling Interest $ (5,926,734 ) $ (6,073,443 ) $ 6,779,627 $ (5,220,550 ) Revenues $ 10,949,458 $ - $ 13,976,810 $ 24,926,268 Net (Loss) Income Attributable to Non-Controlling Interest $ (6,132,528 ) $ (3,777,079 ) $ 3,143,437 $ (6,766,170 ) As of and for the year ended June 29, 2019, the balances of the VIEs consist of the following: Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,793,174 $ 1,156,113 $ 1,437,604 $ 4,386,891 Non-Current Assets 6,133,804 1,753,897 4,000,000 11,887,701 Total Assets 7,926,978 2,910,010 5,437,604 16,274,592 Current Liabilities $ 6,375,156 $ 5,203,258 $ 1,801,414 $ 13,379,828 Non-Current Liabilities 1,344,479 - - 1,344,479 Total Liabilities 7,719,635 5,203,258 1,801,414 14,724,307 Non-Controlling Interest $ 207,343 $ (2,293,248 ) $ 3,636,190 $ 1,550,285 Revenues $ 9,767,302 $ - $ 11,630,475 $ 21,397,777 Net (Loss) Income Attributable to Non-Controlling Interest $ (5,563,148 ) $ (5,264,296 ) $ 3,345,828 $ (7,481,616 ) The net change in the consolidated VIEs and other non-controlling interest are as follows for the year ended June 27, 2020: Schedule of other non-controlling interest Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. Other Non- Controlling Interests TOTAL Balance as of June 29, 2019 $ 207,343 $ (2,293,248 ) $ 3,636,190 $ (33,417,690 ) $ (31,867,405 ) Net Income (Loss) (6,132,528 ) (3,777,079 ) 3,143,437 (272,499,888 ) (279,266,058 ) Cash Distributions from Non-Controlling Members - - - (310,633 ) (310,633 ) Stock Grants for Compensation - - - 35,157 35,157 Equity Component on Debt and Debt Modification - - - 5,331,969 5,331,969 Redemption of MedMen Corp Redeemable Shares - - - (32,192,800 ) (32,192,800 ) Share-Based Compensation - - - 1,492,073 1,492,073 Balance as of June 27, 2020 $ (5,925,185 ) $ (6,070,327 ) $ 6,779,627 $ (331,561,812 ) $ (336,777,697 ) The net change in the consolidated VIEs and other non-controlling interest are as follows for the year ended June 29, 2019: Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. Farmacy Collective and The Source Santa Ana Other Non- Controlling Interests TOTAL Balance as of June 30, 2018 $ 5,770,491 $ 2,971,048 $ 290,362 $ (692,837 ) $ 77,389,350 $ 85,728,414 Net Income (Loss) (5,563,148 ) (5,264,296 ) 3,345,828 596,288 (181,955,438 ) (188,840,766 ) Cash Contributions from Non-Controlling Members - - - - 290,000 290,000 Conversion of Convertible Debentures - - - - 3,802,381 3,802,381 Asset Acquisitions - - - - 41,154,986 41,154,986 Fair Value of Warrants Issued for Debt - - - - 13,590,104 13,590,104 Issuance of Equity for the Repayment of Notes Payable - - - - 6,759,125 6,759,125 Exercise of Warrants - - - - 8,521,268 8,521,268 Other Assets - - - - 343,678 343,678 Acquisition Costs - - - - 597,320 597,320 Share-Based Compensation - - - - 12,845,773 12,845,773 Acquisition of Non-Controlling Interest - - - 96,549 - 96,549 Redemption of MedMen Corp Redeemable Shares - - - - 7,683,232 7,683,232 Redemption of LLC Redeemable Units - - - - (24,439,469 ) (24,439,469 ) Balance as of June 29, 2019 $ 207,343 $ (2,293,248 ) $ 3,636,190 $ - $ (33,417,690 ) $ (31,867,405 ) The consolidated financial statements for the fiscal year ended June 29, 2019 presented herein include LCR Manager, LLC as described in “Note 2 - Basis of Consolidation”. LCR Manager, LLC holds less than 0.01% of the total outstanding units in Le Cirque Rouge, LP (the “Operating Partnership,” or the “OP”) in which the investment was accounted for under the equity method due to the Company’s significant influence as a result of LCR Manager, LLC being the manager of the OP and owning equity interests in the OP. In addition, certain members of management of the Company are also members of management to the REIT (see below). The amount of initial investment in the OP was nominal, and thus the equity interests in the OP, and accordingly, the amount of investment, was determined to be insignificant and therefore has not been recorded in these financial statements. Accordingly, the Company’s maximum exposure to loss as a result of its involvement with the OP is not significant. During the fiscal year ended June 27, 2020, the Company sold its interests in LCR Manager, LLC for gross proceeds of $ 12,500,000 Le Cirque Rouge, LP is a Delaware limited partnership that holds substantially all of the real estate assets owned by the REIT, conducts the REIT’s operations, and is financed by the REIT. Under ASC 810, “Consolidation” “Note 16 - Leases” |
Correction of Error in Previous
Correction of Error in Previously Issued Financial Statements | 12 Months Ended |
Jun. 27, 2020 | |
Correction Of Error In Previously Issued Financial Statements | |
Correction of Error in Previously Issued Financial Statements | 28. Correction of Error in Previously Issued Financial Statements Subsequent to the issuance of the Consolidated Financial Statements as of and for the fiscal years ended June 27, 2020 and June 29, 2019 on October 15, 2020, potential misclassifications were noted in the following financial statement line items in the statements of operations for the fiscal years ended June 27, 2020 and June 29, 2019: realized and unrealized loss on changes in fair value of contingent consideration, impairment expense and loss on disposals of assets, restructuring fees and other expenses. Following the identification of these potential misclassifications, the Company reviewed applicable accounting guidance and as a result adjusted the presentation of these line items to be included in the subtotal of total expenses and loss from operations. The misclassification was deemed to be an error in previously issued financial statements under ASC 250, “ Accounting Changes and Error Corrections The following tables present the summary impacts of the adjustments on our previously reported consolidated statements of operations for the fiscal years ended June 27, 2020 and June 29, 2019: Schedule of previously reported consolidated statements of operations Fiscal Year Ended June 27, 2020 Fiscal Year Ended June 29, 2019 Previously Reported Adjustment As Corrected Previously Reported Adjustment As Corrected Revenue $ 157,112,281 $ - $ 157,112,281 $ 119,919,169 $ - $ 119,919,169 Cost of Goods Sold 98,991,307 - 98,991,307 64,468,357 - 64,468,357 Gross Profit 58,120,974 - 58,120,974 55,450,812 - 55,450,812 Expenses: General and Administrative 200,273,872 - 200,273,872 239,344,688 - 239,344,688 Sales and Marketing 10,641,912 - 10,641,912 27,548,784 - 27,548,784 Depreciation and Amortization 39,953,805 - 39,953,805 22,055,590 - 22,055,590 Realized and Unrealized Gain on Changes in Fair Value of Contingent Consideration - 8,951,801 8,951,801 - - - Impairment Expense - 239,509,415 239,509,415 - - - Loss on Disposals of Assets, Restructuring Fees and Other Expenses - 6,233,034 6,233,034 - 16,542,840 16,542,840 Total Expenses 250,869,589 254,694,250 505,563,839 288,949,062 16,542,840 305,491,902 Loss from Operations (192,748,615 ) (254,694,250 ) (447,442,865 ) (233,498,250 ) (16,542,840 ) (250,041,090 ) Other Expense (Income): Interest Expense 40,425,315 - 40,425,315 12,381,121 - 12,381,121 Interest Income (766,035 ) - (766,035 ) (701,790 ) - (701,790 ) Amortization of Debt Discount and Loan Origination Fees 9,061,967 - 9,061,967 8,308,751 - 8,308,751 Change in Fair Value of Derivatives (8,797,409 ) - (8,797,409 ) (3,908,722 ) - (3,908,722 ) Realized and Unrealized Gain on Investment, Assets Held For Sale and Other Assets (16,373,788 ) - (16,373,788 ) (4,259,000 ) - (4,259,000 ) Realized and Unrealized Gain on Changes in Fair Value of Contingent Consideration 8,951,801 (8,951,801 ) - - - - Impairment Expense 239,509,415 (239,509,415 ) - - - - Loss on Disposals of Assets, Restructuring Fees and Other Expenses 50,588,435 (50,588,435 ) - 16,542,840 (16,542,840 ) - Loss on Extinguishment of Debt - 44,355,401 44,355,401 1,164,054 - 1,164,054 Total Other Expenses 322,599,701 (254,694,250 ) 67,905,451 29,527,254 (16,542,840 ) 12,984,414 Loss from Continuing Operations Before Provision for Income Taxes (515,348,316 ) - (515,348,316 ) (263,025,504 ) - (263,025,504 ) Provision for Income Tax Benefit 39,598,946 - 39,598,946 6,369,046 - 6,369,046 Net Loss from Continuing Operations (475,749,370 ) - (475,749,370 ) (256,656,458 ) - (256,656,458 ) Net Loss from Discontinued Operations, Net of Taxes (50,781,039 ) - (50,781,039 ) (1,264,196 ) - (1,264,196 ) Net Loss (526,530,409 ) - (526,530,409 ) (257,920,654 ) - (257,920,654 ) Net Loss Attributable to Non-Controlling Interest (279,266,058 ) - (279,266,058 ) (188,840,766 ) - (279,266,058 ) Net Loss Attributable to Shareholders of MedMen Enterprises Inc. $ (247,264,351 ) $ - $ (247,264,351 ) $ (69,079,888 ) $ - $ 21,345,404 Loss Per Share - Basic and Diluted: From Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. $ (0.73 ) $ - $ (0.73 ) $ (0.64 ) $ - $ (0.64 ) From Discontinued Operations Attributable to Shareholders of MedMen Enterprises, Inc. $ (0.19 ) $ - $ (0.19 ) $ (0.01 ) $ - $ (0.01 ) Weighted-Average Shares Outstanding - Basic and Diluted 270,418,842 - 270,418,842 105,915,105 - 105,915,105 There was no effect on retained earnings or other appropriate components of equity or net assets in the statement of financial position as of and for the fiscal years ended June 27, 2020 and June 29, 2019 as a result of the correction of error in previously issued financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Preparation | Basis of Preparation The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited interim Condensed Consolidated Financial Statements include the accounts of MedMen Enterprises, 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 entities in which the Company has significant influence, but less than a controlling financial interest, are accounted for using the equity method. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial position of the Company as of March 27, 2021 and June 27, 2020, the consolidated results of operations for the three and nine months ended March 27, 2021 and March 28, 2020, and the consolidated statements of cash flows for the nine months ended March 27, 2021 and March 28, 2020 have been included. The accompanying unaudited interim Condensed Consolidated Financial Statements do not include all of the information required for full annual financial statements. Accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted in accordance with SEC rules and regulations within the instruction to Form 10-Q and Article 10 of Regulation S-X. The financial data presented herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in Item 13 of the registration statement on Form 10 for the fiscal year ended June 27, 2020. | Basis of Preparation The accompanying consolidated financial statements have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect the accounts and operations of the Company and those of the Company’s subsidiaries in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial position of the Company as of June 27, 2020 and June 29, 2019, the consolidated results of operations and cash flows for the years ended June 27, 2020 and June 29, 2019 have been included. In accordance with the provisions of FASB ASC 810, “ Consolidation |
Going Concern | Going Concern As reflected in the unaudited interim Condensed Consolidated Financial Statements, the Company had an accumulated deficit and a negative net working capital (current liabilities greater than current assets) as of March 27, 2021, as well as a net loss and negative cash flow from operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance of these unaudited interim Condensed Consolidated Financial Statements. Management believes that substantial doubt of our ability to meet our obligations for the next twelve months from the date these financial statements were first made available has been alleviated due to, but not limited to, (i) capital raised between May 2021 and May 2022, (ii) restructuring plans that have already been put in place to reduce corporate-level expenses, (iii) debt amendments that have been agreed to with lenders and landlords to defer cash interest and rent payments, (iv) rationalization of capital expenditures to correlate to our new store opening strategy, (v) plans to divest non-core assets to raise non-dilutive capital and (vi) enhancements to its digital offering, including direct-to-consumer delivery and curbside pick-up in light of COVID-19. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. Management also cannot provide any assurance as to unforeseen circumstances that could occur at any time within the next twelve months or thereafter which could increase our need to raise additional capital on an immediate basis. The Company will continually monitor its capital requirements based on its capital and operational needs and the economic environment and may raise new capital as necessary. The Company’s ability to continue as a going concern will depend on its ability to raise additional equity or debt in the private or public markets, reducing operating expenses, divesting of certain non-core assets, and achieving cash flow profitability. While the Company has been successful in raising equity and debt to date, there can be no assurances that the Company will be successful in completing a financing in the future. If the Company is unable to raise additional capital whenever necessary, it may be forced to divest additional assets to raise capital and/or pay down its debt, amend its debt agreements, which could potentially have a dilutive effect on the Company’s shareholders, further reduce operating expenses and temporarily pause the opening of new store locations. Furthermore, COVID-19 and the impact the global pandemic has had and will continue to have on the broader retail environment could also have a significant impact on the Company’s financial operations. | Going Concern As reflected in the consolidated financial statements, the Company had an accumulated deficit and a negative net working capital (current liabilities greater than current assets) as of June 27, 2020, as well as a net loss and negative cash flow from operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. Management believes that substantial doubt of our ability to meet our obligations for the next twelve months from the date these financial statements were first made available has been alleviated due to, but not limited to, (i) capital raised between July 2020 and July 2021, (ii) restructuring plans that have already been put in place to reduce corporate-level expenses, (iii) debt amendments that have been agreed to with lenders and landlords to defer cash interest and rent payments, (iv) reduction in capital expenditures through a slow-down in new store buildouts, (v) plans to divest non-core assets to raise non-dilutive capital, (vi) enhancements to its digital offering, including direct-to-consumer delivery and curbside pick-up in light of COVID-19 and (vii) a change in retail strategy to pass certain local taxes and payment processing fees to customers. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. Management also cannot provide any assurance as to unforeseen circumstances that could occur at any time within the next twelve months or thereafter which could increase our need to raise additional capital on an immediate basis. The Company will continually monitor its capital requirements based on its capital and operational needs and the economic environment and may raise new capital as necessary. The Company’s ability to continue as a going concern will depend on its ability to raise additional equity or debt in the private or public markets, reducing operating expenses, divesting of certain non-core assets, achieving cash flow profitability. While the Company has been successful in raising equity and debt to date, there can be no assurances that the Company will be successful in completing a financing in the future. If the Company is unable to raise additional capital whenever necessary, it may be forced to divest additional assets to raise capital and/or pay down its debt, amend its debt agreements which could potentially have a dilutive effect on the Company’s shareholders, further reduce operating expenses and temporarily pause the opening of new store locations. Furthermore, COVID-19 and the impact the global pandemic has had and will continue to have on the broader retail environment could also have a significant impact on the Company’s financial operations. |
COVID-19 | COVID-19 The COVID-19 pandemic promoted various recommendations and safety measures from governmental authorities to try and limit the pandemic. The response of governmental authorities is having a significant impact on the private sector and individuals, including unprecedented business, employment and economic disruptions. During the current reporting period, aspects of the Company’s business continue to be affected by the COVID-19 pandemic, with the Company’s offices and retail stores operating within local rules and regulations. While the ultimate severity of the outbreak and its impact on the economic environment is uncertain, the Company is monitoring this closely. In the event that the Company were to experience widespread transmission of the virus at one or more of the Company’s store or other facilities, the Company could suffer reputational harm or other potential liability. Further, the Company’s business operations may be materially and adversely affected if a significant number of the Company’s employees are impacted by the virus. | |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act under which emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. | Emerging Growth Company The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”) under which emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. |
Functional Currency | Functional Currency The Company and its subsidiaries’ functional currency, as determined by management, is the United States (“U.S.”) dollar. These unaudited interim Condensed Consolidated Financial Statements are presented in U.S. dollars as this is the primary economic environment of the group. All references to “C$” refer to Canadian dollars. | Functional Currency The Company and its subsidiaries’ functional currency, as determined by management, is the United States (“U.S.”) dollar. These consolidated financial statements are presented in U.S. dollars as this is the primary economic environment of the group. All references to “C$” refer to Canadian dollars. |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies and critical estimates applied by the Company in these unaudited interim Condensed Consolidated Financial Statements are the same as those applied in the Company’s audited Consolidated Financial Statements and accompanying notes included in Item 13 of the registration statement on Form 10 for the fiscal year ended June 27, 2020, unless otherwise disclosed in these accompanying notes to the unaudited interim Condensed Consolidated Financial Statements for the nine months ended March 27, 2021. | |
Restricted Cash | Restricted Cash Restricted cash balances are those which meet the definition of cash and cash equivalents but are not available for use by the Company. As of March 27, 2021 and June 27, 2020, restricted cash was $ 730 1,029 | Restricted Cash Restricted cash balances are those which meet the definition of cash and cash equivalents but are not available for use by the Company. As of June 27, 2020 and June 29, 2019, restricted cash was $ 9,873 55,618 |
Down-Round Features | Down-Round Features The Company calculates down-round features under Accounting Standards Update (“ASU”) No. 2017-11 (“ASU 2017-11”), “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features” | |
Discontinued Operations | Allocation of Interest to Discontinued Operations Under ASC 205-20 “ Discontinued Operations Note 24 – Discontinued Operations | Discontinued Operations A component of an entity is identified as operations and cash flows that can be clearly distinguished, operationally and financially, from the rest of the entity. Under ASC 205-20, “Discontinued Operations” “Note 26 - Discontinued Operations” |
Loss per Share | Loss per Share The Company calculates basic loss per share by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting profit or loss attributable to common shareholders and the weighted-average number of common shares outstanding, for the effects of all dilutive potential common shares, which comprise convertible debentures, DSU, restricted stock grants, warrants and stock options issued. | Loss per Share The Company calculates basic loss per share by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting profit or loss attributable to common shareholders and the weighted-average number of common shares outstanding, for the effects of all dilutive potential common shares, which comprise convertible debentures, DSU, RSU, warrants and stock options issued. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments” In January 2017, the FASB issued ASU No. 2017-04 “Intangibles— Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” In August 2018, the FASB issued ASU 2018-13, “ Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)”, In January 2020, the FASB issued ASU 2020-01, “ Investments – Equity Securities (Topic 321) Investments – Equity Method and Joint Ventures (Topic 323) Derivatives and Hedging (Topic 815) In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible instruments and contracts in an Entity’s Own Equity | |
Fiscal Year-End | Fiscal Year-End The Company’s fiscal year is a 52/53 week year ending on the last Saturday in June. In a 52-week fiscal year, each of the Company’s quarterly periods will comprise 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter, making such quarter consist of 14 weeks. The Company’s first 53-week fiscal year will occur in fiscal year 2024. The Company’s fiscal years ended June 27, 2020 and June 29, 2019 included 52 weeks. | |
Consolidation of Variable Interest Entities (“VIE”) | Consolidation of Variable Interest Entities (“VIE”) ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. To determine whether or not a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of the Company’s involvement with the VIE. The equity method of accounting is applied to entities in which the Company is not the primary beneficiary or the entity is not a VIE and the Company does not have effective control, but can exercise influence over the entity with respect to its operations and major decisions. The Company does not consolidate a VIE in which it is not considered the primary beneficiary. The Company evaluates its relationships with all the VIE’s on an ongoing basis to reassess if it continues to be the primary beneficiary. The following are the Company’s VIE that are included in these consolidated financial statements as of and for the fiscal years ended June 27, 2020 and June 29, 2019: Retail Entities Schedule of retail entities Ownership Entity Location Purpose 2020 2019 Nature’s Cure, Inc. (1)(3) Los Angeles - LAX Airport Dispensary 0 % 0 % LAX Fund II Group, LLC (1)(4) 0 % 0 % Venice Caregiver Foundation, Inc. (2)(3) Venice Beach - Abbot Kinney Dispensary 0 % 0 % (1) Nature’s Cure, Inc. is wholly-owned by MedMen Opportunity Fund II, LP, a related party, and under control of the Company through a management agreement. The Company does not hold any ownership interests in the entity. (2) Venice Caregivers Foundation, Inc. is wholly-owned by MedMen Opportunity Fund II, LP, a related party, and under control of the Company through a management agreement. The Company does not hold any ownership interests in the entity. (3) California Corporation (4) California Limited Liability Company | |
Basis of Consolidation | Basis of Consolidation These consolidated financial statements as of and for the year ended June 27, 2020 and June 29, 2019 include the accounts of the Company, its wholly-owned subsidiaries and entities over which the Company has control as defined in ASC 810. Subsidiaries over which the Company has control are fully consolidated from the date control commences until the date control ceases. Control exists when the Company has ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity. In assessing control, potential voting rights that are currently exercisable are taken into account. The following are the Company’s principal whole-owned subsidiaries that are included in these consolidated financial statements as of and for the fiscal years ended June 27, 2020 and June 29, 2019: Corporate Entities Schedule of corporate entities Ownership Entity Location Purpose 2020 2019 MM CAN USA, Inc. (5) California Manager of MM 100 % 100 % MM Enterprises USA, LLC (8) Delaware Operating Entity 100 % 100 % Convergence Management Services, Ltd. (17) Canada Public Relations Entity 100 % 0 % Management Entities Schedule of management entities Ownership Subsidiaries Location Purpose 2020 2019 LCR SLP, LLC (8) Delaware Holding Company 100 % 100 % LCR Manager, LLC (16) Delaware Manager of the 0 % 70 % The following are MM Enterprises USA’s wholly-owned subsidiaries and entities over which the Company has control that are included in these consolidated financial statements as of and for the fiscal years ended June 27, 2020 and June 29, 2019: Real Estate Entities Schedule of real estate entities Ownership Subsidiaries Location Purpose 2020 2019 MMOF Venice Parking, LLC (6) Venice Beach - Lincoln Blvd. Parking Lot 100 % 100 % MME RE AK, LLC (6) Venice Beach - Abbot Kinney Building 100 % 100 % MMOF RE SD, LLC (6) San Diego - Kearny Mesa Building 100 % 100 % MMOF RE Vegas 2, LLC (10) Las Vegas - The Strip Building 100 % 100 % MMOF RE Fremont, LLC (10) Las Vegas - Downtown Arts District Building 100 % 100 % MME RE BH, LLC (6) Los Angeles - Beverly Hills Building 100 % 100 % NVGN RE Holdings, LLC (10) Nevada Genetics R&D Facility 100 % 100 % Retail Entities Schedule of retail entities Ownership Subsidiaries Location Purpose 2020 2019 Manlin I, LLC (1)(2)(6) Los Angeles - West Hollywood Dispensary 100 % 100 % Farmacy Collective (1)(3)(7) Los Angeles - West Hollywood Dispensary 100 % 100 % The Source Santa Ana (1)(4)(6) Orange County - Santa Ana Dispensary 100 % 100 % SA Fund Group RT, LLC 100 % 100 % CYON Corporation, Inc. (5) Los Angeles - Beverly Hills Dispensary 100 % 100 % BH Fund II Group, LLC (6) 100 % 100 % MMOF Downtown Collective, LLC (6) Los Angeles - Downtown Dispensary 100 % 100 % Advanced Patients’ Collective (5) 100 % 100 % DT Fund II Group, LLC (5) 100 % 100 % MMOF San Diego Retail, Inc. (6) San Diego - Kearny Mesa Dispensary 100 % 100 % San Diego Retail Group II, LLC (5) 100 % 100 % MMOF Venice, LLC (6) Venice Beach - Lincoln Blvd. Dispensary 100 % 100 % The Compassion Network, LLC (5) 100 % 100 % MMOF PD, LLC (6) Palm Desert Dispensary 100 % 100 % MMOF Palm Desert, Inc. (5) 100 % 100 % MMOF SM, LLC (6) Santa Monica Dispensary 100 % 100 % MMOF Santa Monica, Inc. (5) 100 % 100 % MMOF Fremont, LLC (10) Las Vegas - Downtown Arts District Dispensary 100 % 100 % MMOF Fremont Retail, Inc. (9) 100 % 100 % MME SF Retail, Inc. (5) San Francisco Dispensary 100 % 100 % MMOF Vegas, LLC (10) Las Vegas - North Las Vegas Dispensary 100 % 100 % MMOF Vegas Retail, Inc. (9) 100 % 100 % MMOF Vegas 2, LLC (10) Las Vegas - Cannacopia Dispensary 100 % 100 % MMOF Vegas Retail 2, Inc. (9) 100 % 100 % MME VMS, LLC (7) San Jose Dispensary 100 % 100 % Viktoriya’s Medical Supplies, LLC (7) 100 % 100 % Project Compassion Venture, LLC (9) 100 % 100 % Project Compassion Capital, LLC (9) 100 % 100 % Project Compassion NY, LLC (9) 100 % 100 % Ownership Subsidiaries Location Purpose 2020 2019 MedMen NY, Inc. (11) New York Dispensaries 100 % 100 % MME IL Group LLC (15) Oak Park, Illinois Dispensary 100 % 100 % Future Transactions Holdings, LLC (15) 100 % 100 % MME Seaside, LLC (6) Seaside, California Dispensary 100 % 100 % PHSL, LLC (6) 100 % 100 % MME Sorrento Valley, LLC (6) San Diego - Sorrento Valley Dispensary 100 % 100 % Sure Felt, LLC (6) 100 % 100 % Rochambeau, Inc. (5) Emeryville, California Dispensary 100 % 100 % Kannaboost Technology, Inc. (14) Scottsdale and Tempe, Arizona Dispensaries 100 % 100 % CSI Solutions, LLC (13) 100 % 100 % MME AZ Group, LLC (13) Mesa, Arizona Dispensary 100 % 100 % EBA Holdings, Inc. (14) 100 % 100 % MattnJeremy, Inc. (5) Long Beach, California Dispensary 100 % 0 % Milkman, LLC (6) Grover Beach, California Dispensary 100 % 0 % MME 1001 North Retail, LLC (15) Chicago, Illinois Dispensary 100 % 0 % MME Evanston Retail, LLC (15) Evanston, Illinois Dispensary 100 % 0 % Cultivation Entities Schedule of cultivation entities Ownership Subsidiaries Location Purpose 2020 2019 Project Mustang Development, LLC (10) Northern Nevada Cultivation and Production Facility 100 % 100 % The MedMen of Nevada 2, LLC (10) 100 % 100 % MMNV2 Holdings I, LLC (10) 100 % 100 % MMNV2 Holdings II, LLC (10) 100 % 100 % MMNV2 Holdings III, LLC (10) 100 % 100 % MMNV2 Holdings IV, LLC (10) 100 % 100 % MMNV2 Holdings V, LLC (10) 100 % 100 % Manlin DHS Development, LLC (10) Desert Hot Springs, California Cultivation and Production Facility 100 % 100 % Desert Hot Springs Green Horizon, Inc. (7) 100 % 100 % Project Compassion Venture, LLC (8) Utica, New York Cultivation and Production Facility 100 % 100 % EBA Holdings, Inc. (14) Mesa, Arizona Cultivation and Production Facility 100 % 100 % Kannaboost Technology, Inc. (14) Mesa, Arizona Cultivation and Production Facility 100 % 100 % CSI Solutions, LLC (13) 100 % 100 % MME Florida, LLC (12) Eustis, Florida Cultivation and Production Facility 100 % 100 % (1) Subsidiary over which the Company previously controlled under a management agreement. See “Note 2 - Consolidation of Variable Interest Entities” for further information. All intercompany balances and transactions are eliminated on consolidation. (2) Manlin I, LLC contains the operations of the MedMen West Hollywood dispensary (“WeHo”). The Company had a management agreement with i5 Holdings Ltd. (“i5”) to manage WeHo, which was wholly-owned by i5, an entity controlled or owned by Captor Capital. Prior to January 25, 2019, the Company consolidated the entity as a VIE. On January 25, 2019, the Company acquired all non-controlling interest from i5. See “Note 19 - Shareholders’ Equity” for further information. (3) Farmacy Collective contains the operations of WeHo. The Company had a management agreement with i5 to manage WeHo, which was wholly-owned by i5, an entity controlled or owned by Captor Capital. Prior to January 25, 2019, the Company consolidated the entity as a VIE. On January 25, 2019, the Company acquired all non-controlling interest from i5. See “Note 19 - Shareholders’ Equity” for further information. (4) The Source Santa Ana contains the operations of the MedMen Santa Ana dispensary (“Santa Ana”). The Company had a management agreement with i5 to manage Santa Ana, which was wholly-owned by i5, an entity controlled or owned by Captor Capital. Prior to January 25, 2019, the Company consolidated the entity as a VIE. On January 25, 2019, the Company acquired all non-controlling interest from i5. See “Note 19 - Shareholders’ Equity” for further information. (5) California Corporation (6) California Limited Liability Company (7) California Non-Profit Corporation (8) Delaware Limited Liability Company (9) Nevada Corporation (10) Nevada Limited Liability Company (11) New York Corporation (12) Florida Limited Liability Company (13) Arizona Limited Liability Company (14) Arizona Corporation (15) Illinois Liability Company (16) Delaware Limited Liability Company | |
Non-Controlling Interest | Non-Controlling Interest Non-controlling interest represents equity interests owned by parties that are not shareholders of the ultimate parent. The share of net assets attributable to non-controlling interests is presented as a component of equity. Their share of net income or loss is recognized directly in equity. Changes in the parent company’s ownership interest that do not result in a loss of control are accounted for as equity transactions. | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements and the reported amounts of total net revenue and expenses during the reporting period. The Company regularly evaluates significant estimates and assumptions related to the consolidation or non-consolidation of variable interest entities, estimated useful lives, depreciation of property and equipment, amortization of intangible assets, inventory valuation, stock-based compensation, business combinations, goodwill impairment, long-lived asset impairment, purchased asset valuations, fair value of financial instruments, compound financial instruments, derivative liabilities, deferred income tax asset valuation allowances, incremental borrowing rates, lease terms applicable to lease contracts and going concern. These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results the Company experiences may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents comprised of cash and highly liquid investments that are readily convertible into known amounts of cash with original maturities of three months or less. | |
Inventory | Inventory Inventory is comprised of raw materials, finished goods and work-in-process such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis, including but not limited to labor, utilities, nutrition and supplies, are capitalized into inventory until the time of harvest. All direct and indirect costs related to inventory are capitalized when incurred, and subsequently classified to cost of goods sold in the Consolidated Statement of Operations. Raw materials and work-in-process is stated at the lower of cost or net realizable value, determined using the weighted average cost. Finished goods inventory is stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method of accounting. Net realizable value is determined as the estimated selling price in the ordinary course of business less estimated costs to sell. The Company periodically reviews physical inventory for excess, obsolete, and potentially impaired items and reserves. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventory is written down to net realizable value. Packaging and supplies are initially valued at cost. The reserve estimate for excess and obsolete inventory is based on expected future use. The reserve estimates have historically been consistent with actual experience as evidenced by actual sale or disposal of the goods. As of June 27, 2020 and June 29, 2019, the Company determined that no reserve was necessary. | |
Investments | Investments Investments in unconsolidated affiliates are accounted as follows: Equity Method and Joint Venture Investments The Company accounts for investments in which it can exert significant influence but does not control as equity method investments in accordance with ASC 323, “Investments-Equity Method and Joint Ventures”. In accordance with ASC 825, the fair value option (“FVO”) to measure eligible items at fair value on an instrument by instrument basis can be applied. Joint ventures are joint arrangements whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Investments in joint ventures are accounted for under the equity method. These investments are recorded at the amount of the Company’s investment and adjusted each period for the Company’s share of the investee’s income or loss, and dividends paid. Investments at Fair Value Equity investments not accounted for using the equity method are carried at fair value, with changes recognized in profit or loss (“FVTPL”) in accordance with ASC 321, “ Investments-Equity Securities Investments in Equity without Readily Determinable Fair Value Investments without readily determinable fair values (which are classified as Level 3 investments in the fair value hierarchy) use a determinable available measurement alternative in accordance with ASC 321, “ Investments-Equity Securities | |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation and impairment losses, if any. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms and methods: Schedule of property plant and equipment Land Not Depreciated Buildings and Improvements 39 Finance Lease Asset Shorter of Lease Term or Economic Life Right of Use Assets 10 20 Furniture and Fixtures 3 7 Leasehold Improvements Shorter of Lease Term or Economic Life Equipment and Software 3 7 Construction in Progress Not Depreciated The assets’ residual values, useful lives and methods of depreciation are reviewed at each reporting period and adjusted prospectively if appropriate. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the Consolidated Statements of Operations in the period the asset is derecognized. | |
Intangible Assets | Intangible Assets Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is recorded on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any. The estimated useful lives, residual values and amortization methods are reviewed at each reporting period, and any changes in estimates are accounted for prospectively. Intangible assets with an indefinite life or not yet available for use are not subject to amortization. Amortization is calculated on a straight-line basis over the estimated useful life of the asset using the following terms and methods Schedule of intangible assets Dispensary Licenses 15 Customer Relationships 5 Management Agreement 30 Intellectual Property 10 Capitalized Software 3 In accordance with ASC 350, “ Intangibles-Goodwill and Other | |
Goodwill | Goodwill Goodwill is measured as the excess of consideration transferred and the net of the acquisition date fair value of assets acquired, and liabilities assumed in a business acquisition. In accordance with ASC 350, “ Intangibles-Goodwill and Other” | |
mpairment of Long-Lived Assets | I mpairment of Long-Lived Assets For purposes of the impairment test, long-lived assets such as property, plant and equipment and definite-lived intangible assets are grouped with other assets and liabilities at the lowest level for which identifiable independent cash flows are available (“asset group”). The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, the impairment test is a two-step approach wherein the recoverability test is performed first to determine whether the long-lived asset is recoverable. The recoverability test (Step 1) compares the carrying amount of the asset to the sum of its future undiscounted cash flows using entity-specific assumptions generated through the asset’s use and eventual disposition. If the carrying amount of the asset is less than the cash flows, the asset is recoverable and an impairment is not recorded. If the carrying amount of the asset is greater than the cash flows, the asset is not recoverable and an impairment loss calculation (Step 2) is required. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The cash flow projection and fair value represents management’s best estimate, using appropriate and customary assumptions, projections and methodologies, at the date of evaluation. The reversal of impairment losses is prohibited. | |
Leased Assets | Leased Assets On June 30, 2019, the Company adopted ASU 2016-02, “ Leases (Topic 842)” The Company applies judgment in determining whether a contract contains a lease and if a lease is classified as an operating lease or a finance lease. The Company applies judgement in determining the lease term as the non-cancellable term of the lease, which may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. All relevant factors that create an economic incentive for it to exercise either the renewal or termination are considered. The Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate. In adoption of ASC 842, the Company applied the practical expedient which applies hindsight in determining the lease term and assessing impairment of right-of-use assets by using its actual knowledge or current expectation as of the effective date. The Company also applies judgment in allocating the consideration in a contract between lease and non-lease components. It considers whether the Company can benefit from the right-of-use asset either on its own or together with other resources and whether the asset is highly dependent on or highly interrelated with another right of-use asset. Lessees are required to record a right of use asset and a lease liability for all leases with a term greater than twelve months. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. The incremental borrowing rate is determined using estimates which are based on the information available at commencement date and determines the present value of lease payments if the implicit rate is unavailable. If a previous sale and leaseback transaction was accounted for as a sale and capital leaseback under ASC 840, then the entity continues recognizing any deferred gain or loss under ASC 842. Sale and leaseback transactions are assessed to determine whether a sale has occurred under ASC 606. If a sale is determined not to have occurred, the underlying “sold” assets are not derecognized and a financing liability is established in the amount of cash received. At such time that the lease expires, the assets are then derecognized along with the financing liability, with a gain recognized on disposal for the difference between the two amounts, if any. On the date of adoption, the Company recognized right of use assets and lease liabilities on its Consolidated Balance Sheets, which reflect the present value of the Company’s current minimum lease payments over the lease terms, which include options that are reasonably certain to be exercised, discounted using the Company’s incremental borrowing rate. Refer to “Note 16 - Leases | |
Income Taxes | Income Taxes Tax expense recognized in profit or loss comprises the sum of current and deferred taxes not recognized in other comprehensive income or directly in equity. Current Tax Current tax assets and/or liabilities comprise those claims from, or obligations to, fiscal authorities relating to the current or prior reporting periods that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Deferred Tax Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Deferred tax assets are recognized to the extent that the Company believe that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it is determined that the Company would be able to realize deferred tax assets in the future in excess of their net recorded amount, an adjustment to the deferred tax asset valuation allowance is recorded, which would reduce the provision for income taxes. Uncertain tax positions are recorded in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. | |
Change in Tax Policy | Change in Tax Policy During the year ended June 27, 2020, the Company elected to change its policy on how it treats deferred taxes on its lease transactions. Upon the adoption of ASC 842, the Company elects to treat deferred taxes related to lease transactions subject to IRC Section 280E as permanent differences. Prior to this election, lease transactions were treated as temporary differences. Accordingly, the Company retrospectively applied this change to the prior year. As of June 29, 2019, the effect of the retrospective adjustments consists of the following: Schedule of change in tax policy Increase (Decrease) Consolidated Balance Sheet Property and Equipment, Net $ (6,105,588 ) Deferred Tax Liabilities $ (9,540,007 ) Accumulated Deficit $ 3,434,419 Consolidated Statement of Operations Provision for Income Taxes $ 3,355,935 Net Loss and Comprehensive Loss Attributable to Shareholders of MedMen Enterprises Inc. $ 3,355,935 Loss Per Share - Basic and Diluted Attributable to Shareholders of MedMen Enterprises Inc. $ 0.03 Consolidated Statement of Cash Flows Deferred Tax (Recovery) Expense $ (3,355,935 ) Depreciation and Amortization $ (78,484 ) Non - Cash Deferred Tax Impact on Property Purchases $ (6,184,072 ) Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, “Accounting for Derivative Instruments and Hedging Activities” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance ASC 470, “Accounting for Convertible Securities with Beneficial Conversion Features”, | |
Derivative Liabilities | Derivative Liabilities The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the Consolidated Statements of Operations. In calculating the fair value of derivative liabilities, the Company uses a valuation model when Level 1 inputs are not available to estimate fair value at each reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the Consolidated Balance Sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the Consolidated Balance Sheets date. Critical estimates and assumptions used in the model are discussed in “Note 15 - Derivative Liabilities | |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value at the date of acquisition. Acquisition related transaction costs are expensed as incurred and included in the Consolidated Statements of Operations. Identifiable assets and liabilities, including intangible assets, of acquired businesses are recorded at their fair value at the date of acquisition. When the Company acquires control of a business, any previously held equity interest also is remeasured to fair value. The excess of the purchase consideration and any previously held equity interest over the fair value of identifiable net assets acquired is goodwill. If the fair value of identifiable net assets acquired exceeds the purchase consideration and any previously held equity interest, the difference is recognized in the Consolidated Statements of Operations immediately as a gain on acquisition. See “Note 9 - Business Acquisitions” Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. The Company allocates the total cost of the acquisition to the underlying net assets based on their respective estimated fair values. As part of this allocation process, the Company identifies and attributes values and estimated lives to the intangible assets acquired. These determinations involve significant estimates and assumptions regarding multiple, highly subjective variables, including those with respect to future cash flows, discount rates, asset lives, and the use of different valuation models, and therefore require considerable judgment. The Company’s estimates and assumptions are based, in part, on the availability of listed market prices or other transparent market data. These determinations affect the amount of amortization expense recognized in future periods. The Company bases its fair value estimates on assumptions it believes to be reasonable but are inherently uncertain. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with ASC 450, “Contingencies” | |
Assets Held for Sale | Assets Held for Sale The Company classifies assets held for sale in accordance with ASC 360, “Property, Plant, and Equipment” “Note 7 - Assets Held for Sale” “Note 26 - Discontinued Operations” | |
Revenue Recognition | Revenue Recognition Revenue is recognized by the Company in accordance with ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606)” In order to recognize revenue under ASU 2014-09, the Company applies the following five (5) steps: ● Identify a customer along with a corresponding contract; ● Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; ● Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; ● Allocate the transaction price to the performance obligation(s) in the contract; ● Recognize revenue when or as the Company satisfies the performance obligation(s). Revenues consist of wholesale and retail sales of cannabis, which are generally recognized at a point in time when control over the goods have been transferred to the customer and is recorded net of sales discounts. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. Sales discounts were not material during the years ended June 27, 2020 and June 29, 2019. Revenue is recognized upon the satisfaction of the performance obligation. The Company satisfies its performance obligation and transfers control upon delivery and acceptance by the customer. Based on the Company’s assessment, the adoption of this new standard had no impact on the amounts recognized in its consolidated financial statements. Dispensary Revenue The Company recognizes revenue from the sale of cannabis for a fixed price upon delivery of goods to customers at the point of sale since at this time performance obligations are satisfied. Cultivation and Wholesale The Company recognizes revenue from the sale of cannabis for a fixed price upon the shipment of cannabis goods as the Company has transferred to the buyer the significant risks and rewards of ownership of the goods and the Company does not retain either continuing material involvement to the degree usually associated with ownership nor effective control over the goods sold and the amount of revenue can be measured reliably and collectible and the costs incurred in respect of the transaction is reliably measured. Delivery Revenue The Company recognizes revenue from the sale of cannabis delivered to its customer for a fixed price at the point of delivery since at this time performance obligations are satisfied. | |
Stock-Based Compensation | Stock-Based Compensation The Company has a stock-based compensation plan comprised of stock options, stock grants, deferred share units (“DSU”), restricted stock units (“RSU”) and three classes of member units: 1) Common Units; 2) Appreciation Only Long-Term Incentive Performance Units (“AO LTIP Units”); and 3) Fair Value Long-Term Incentive Performance Units (“FV LTIP Units”). AO LTIP Units and FV LTIP Units are convertible into Long-Term Incentive Performance Units (“LTIP Units”). LTIP Units are convertible into Common Units on a one-for-one basis. The Company accounts for its stock-based awards in accordance with ASC Subtopic 718-10, “Compensation - Stock Compensation” The fair value models require the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If the actual forfeiture rate is materially different from management’s estimates, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. | |
Financial Instruments | Financial Instruments Classification The Company classifies its financial assets and financial liabilities in the following measurement categories: (i) those to be measured subsequently at fair value through profit or loss (“FVTPL”); (ii) those to be measured subsequently at fair value through other comprehensive income (“FVOCI”); and (iii) those to be measured subsequently at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and whether the contractual cash flows represent solely payments of principal and interest (“SPPI”). Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains or losses are either recorded in profit or loss or other comprehensive income. The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified. Measurement All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial liability not at FVTPL, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss. Financial assets and financial liabilities with embedded derivatives are considered separately when determining whether their cash flows are solely payment of principal and interest. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to credit risk are recorded in other comprehensive income. Fair Value The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments. There have been no transfers between fair value levels during the year. Financial instruments are measured at amortized cost or at fair value. Financial instruments measured at amortized cost consist of accounts receivable, due from and due to related party, other liabilities, and accounts payable and accrued liabilities wherein the carrying value approximates fair value due to its short-term nature. Other financial instruments measured at amortized cost include notes payable and senior secured convertible credit facility wherein the carrying value at the effective interest rate approximates fair value as the interest rate for notes payable and the interest rate used to discount the host debt contract for senior secured convertible credit facility approximate a market rate for similar instruments offered to the Company. Cash and cash equivalents and restricted cash are measured at Level 1 inputs. Acquisition related liabilities resulting from business combinations are measured at fair value using Level 1 or Level 3 inputs. Investments that are measured at fair value use Level 3 inputs. Refer to “Note 6 - Other Current Assets” Note 14 - Contingent Consideration Note 15 - Derivative Liabilities The individual fair values attributed to the different components of a financing transaction, notably derivative financial instruments, convertible debentures and loans, are determined using valuation techniques. The Company uses judgment to select the methods used to make certain assumptions and derive estimates. Significant judgment is also used when attributing fair values to each component of a transaction upon initial recognition, measuring fair values for certain instruments on a recurring basis and disclosing the fair values of financial instruments subsequently carried at amortized cost. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of instruments that are not quoted or observable in an active market. The following table summarizes the Company’s financial instruments as of June 27, 2020: Schedule of financial instruments Amortized Cost FVTPL TOTAL Financial Assets: Cash and Cash Equivalents $ - $ 10,093,925 $ 10,093,925 Restricted Cash $ - $ 9,873 $ 9,873 Accounts Receivable $ 963,997 $ - $ 963,997 Due from Related Party $ 3,109,717 $ - $ 3,109,717 Investments $ - $ 3,786,791 $ 3,786,791 Financial Liabilities: Accounts Payable and Accrued Liabilities $ 79,530,930 $ - $ 79,530,930 Other Liabilities $ 10,780,504 $ - $ 10,780,504 Acquisition Consideration Related Liabilities $ - $ 8,951,801 $ 8,951,801 Notes Payable $ 168,998,605 $ - $ 168,998,605 Due to Related Party $ 4,556,814 $ - $ 4,556,814 Derivative Liabilities $ - $ 546,076 $ 546,076 Senior Secured Convertible Credit Facility $ 166,368,463 $ - $ 166,368,463 The following table summarizes the Company’s financial instruments as of June 29, 2019: Amortized Cost FVTPL TOTAL Financial Assets: Cash and Cash Equivalents $ - $ 33,226,370 $ 33,226,370 Restricted Cash $ - $ 55,618 $ 55,618 Accounts Receivable $ 621,945 $ - $ 621,945 Due from Related Party $ 4,921,455 $ - $ 4,921,455 Investments $ - $ 13,018,791 $ 13,018,791 Financial Liabilities: Accounts Payable and Accrued Liabilities $ 47,610,197 $ - $ 47,610,197 Other Liabilities $ 2,872,380 $ - $ 2,872,380 Acquisition Consideration Related Liabilities $ - $ 774,000 $ 774,000 Notes Payable $ 172,747,559 $ - $ 172,747,559 Due to Related Party $ 5,640,817 $ - $ 5,640,817 Derivative Liabilities $ - $ 9,343,485 $ 9,343,485 Senior Secured Convertible Credit Facility $ 86,855,415 $ - $ 86,855,415 Impairment The Company assesses all information available, including on a forward-looking basis the expected credit loss associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset at the reporting date with the risk of default at the date of initial recognition based on all information available, and reasonable and supportive forward-looking information. For accounts receivable only, the Company applies the simplified approach as permitted by ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” Expected credit losses are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, credit ratings, the existence of third-party insurance, and forward-looking macro-economic factors in the measurement of the expected credit losses associated with its assets carried at amortized cost. The Company measures expected credit loss by considering the risk of default over the contract period and incorporates forward-looking information into its measurement. | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2019, FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” In January 2020, the FASB issued ASU 2020-01, “Investments-Equity Securities (Topic 321)” “Investments-Equity Method and Joint Ventures (Topic 323)” “Derivatives and Hedging (Topic 815)” In August 2020, the FASB issued ASU 2020-06, “ Debt - Debt With Conversion and Other Options (Subtopic 470-20)” “Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventory | Schedule of inventory March 27, June 27, 2021 2020 Raw Materials $ 965,641 $ 1,790,050 Work-in-Process 4,760,097 6,229,152 Finished Goods 11,321,882 10,957,776 Total Inventory $ 17,047,620 $ 18,976,978 | Schedule of inventory 2020 2019 Raw Materials $ 2,055,500 $ 3,696,177 Work-in-Process 8,807,137 6,527,407 Finished Goods 11,775,483 15,257,538 Total Inventory $ 22,638,120 $ 25,481,122 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of other current assets | Schedule of other current assets March 27, June 27, 2021 2020 Investments $ 3,036,791 $ 3,786,791 Excise Tax Receivable - 5,254,595 Note Receivable (1) 1,670,038 - Other Current Assets 3,470,374 64,071 Total Other Current Assets $ 8,177,203 $ 9,105,457 (1) See “Note 5 – Assets Held for Sale” for further information. | Schedule of other current assets 2020 2019 Investments $ 3,786,791 $ 13,018,791 Excise Tax Receivable 5,254,595 5,721,945 Other Current Assets 64,071 172,303 Total Other Current Assets $ 9,105,457 $ 18,913,039 |
Schedule of investments | Schedule of investments The Hacienda Old Pal Other Investments TOTAL Fair Value as of June 27, 2020 $ 750,000 $ 1,970,000 $ 1,066,791 $ 3,786,791 Settlement of Liabilities (750,000 ) - - (750,000 ) Fair Value as of March 27, 2021 $ - $ 1,970,000 $ 1,066,791 $ 3,036,791 | Schedule of investments ToroVerde Inc. The Hacienda Company, LLC Old Pal Other Investments TOTAL (1) (2) (3) Fair Value as of July 1, 2018 $ - $ - $ - $ - $ - Additions 5,000,000 1,500,000 2,000,000 259,791 8,759,791 Unrealized Gain on Changes in Fair Value of Investments 600,000 709,000 2,430,000 520,000 4,259,000 Fair Value as of June 29, 2019 5,600,000 2,209,000 4,430,000 779,791 13,018,791 Non-Cash Additions - - - 287,000 287,000 Unrealized Gain on Changes in Fair Value of Investments - 1,294,843 2,492,822 - 3,787,665 Unrealized Loss on Changes in Fair Value of Investments (5,600,000 ) (2,753,843 ) - - (8,353,843 ) Transfer to Assets Held For Sale - (3,503,843 ) (4,952,822 ) - (8,456,665 ) Transferred Back from Assets Held for Sale - 3,503,843 - - 3,503,843 Fair Value as of June 27, 2020 $ - $ 750,000 $ 1,970,000 $ 1,066,791 $ 3,786,791 (1) In July 2018, the Company purchased 9,000,000 5,000,000 0.56 14.3 (2) In July 2018, the Company purchased units of The Hacienda Company, LLC, a California limited liability company, which owns Lowell Herb Co., a California-based cannabis brand known for its pack of pre-rolls called Lowell Smokes, for an aggregate purchase price of $ 1,500,000 3.2 (3) In October 2018 and March 2019, the Company purchased an aggregate of 125.3 units of Old Pal, a California-based brand that provides high-quality cannabis flower for its customers, for an aggregate purchase price of $ 2,000,000 10.0 2.6 1.4 |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Assets Held For Sale | ||
Schedule of assets held for sale | Schedule of asset held for sale PharmaCann Assets (1) Available for Sale Subsidiaries (2) Discontinued Operations (3) TOTAL Balance at Beginning of Period $ 212,400 $ 12,066,428 $ 71,849,729 $ 84,128,557 Transferred In - 6,614,986 - 6,614,987 Gain on the Sale of Assets Held for Sale - 10,709,999 - 10,709,999 Proceeds from Sale - (24,750,298 ) - (24,750,298 ) Ongoing Activity from Discontinued Operations - (4,641,116 ) (7,845,258 ) (12,486,373 ) Balance at End of Period $ 212,400 $ - $ 64,004,471 $ 64,216,871 | Schedule of assets held for sale PharmaCann Assets (1) Available for Sale Subsidiaries (2) Discontinued Operations (3) Investments TOTAL Balance at Beginning of Period $ - $ - $ 64,365,544 $ - $ 64,365,544 Transferred In 6,870,833 12,066,428 - 8,456,665 27,393,926 Transferred Out - - - (3,503,843 ) (3,503,843 ) Changes in Fair Value of Assets Held for Sale (1,050,833 ) - - - (1,050,833 ) Proceeds from Sale - - - (4,952,822 ) (4,952,822 ) Ongoing Activity from Discontinued Operations - - (43,184,493 ) - (43,184,493 ) Impairment of Assets (5,607,600 ) - - - (5,607,600 ) Total Assets Held for Sale at End of Period $ 212,400 $ 12,066,428 $ 21,181,051 $ - $ 33,459,879 (1) See “Note 10 - Termination of Previously Announced Acquisition” for further information. (2) Long-lived assets classified as held for sale that do not qualify as discontinued operation and classified as held for sale. Significant classes of assets and liabilities are presented in the notes to the consolidated financial in accordance with ASC 360-10. (3) See “Note 26 - Discontinued Operations” for further information. |
Schedule of discontinued operations | Schedule of discontinued operations 2020 Carrying Amounts of the Assets Included in Assets Held for Sale: Cash and Cash Equivalents $ 743,271 Prepaid Expenses 7,798 Inventory 520,464 Other Current Assets 81,427 TOTAL CURRENT ASSETS (1) Property and Equipment, Net 717,952 Operating Lease Right-of-Use Assets 190,986 Intangible Assets, Net 5,227,288 Goodwill 4,577,242 TOTAL NON-CURRENT ASSETS (1) TOTAL ASSETS OF SUBSIDIARIES CLASSIFIED AS HELD FOR SALE $ 12,066,428 Carrying Amounts of the Liabilities Included in Assets Held for Sale: Accounts Payable and Accrued Liabilities $ 963,255 Income Taxes Payable 159,053 Other Current Liabilities 27,854 TOTAL CURRENT LIABILITIES (1) Operating Lease Liabilities, Net of Current Portion 296,694 Deferred Tax Liabilities 2,151,879 TOTAL NON-CURRENT LIABILITIES (1) TOTAL LIABILITIES OF SUBSIDIARIES CLASSIFIED AS HELD FOR SALE $ 3,598,735 (1) The assets and liabilities of subsidiaries classified as held for sale are classified as current on the Consolidated Balance Sheets as of June 27, 2020 because it is probable that the sale will occur and proceeds will be collected within one year. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment | Schedule of property and equipment March 27, June 27, 2021 2020 Land and Buildings $ 37,421,326 $ 37,400,378 Finance Lease Right-of-Use Assets 9,124,138 26,074,429 Furniture and Fixtures 12,428,701 12,393,369 Leasehold Improvements 59,551,369 56,026,595 Equipment and Software 25,823,935 25,379,767 Construction in Progress 28,866,937 36,833,422 Total Property and Equipment 173,216,406 194,107,960 Less Accumulated Depreciation (39,039,417 ) (30,484,865 ) Property and Equipment, Net $ 134,176,989 $ 163,623,095 | Schedule of property and equipment 2020 2019 Land and Buildings $ 37,400,378 $ 68,005,575 Finance Lease Right-of-Use Assets 26,194,566 17,081,955 Furniture and Fixtures 13,970,449 14,273,678 Leasehold Improvements 63,976,372 36,186,686 Equipment and Software 29,277,120 36,175,978 Construction in Progress 38,470,016 75,997,268 Total Property and Equipment 209,288,901 247,721,140 Less Accumulated Depreciation (34,741,034 ) (14,825,859 ) Property and Equipment, Net $ 174,547,867 $ 232,895,281 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets | Schedule of intangible assets March 27, June 27, 2021 2020 Dispensary Licenses $ 118,881,616 $ 125,565,281 Customer Relationships 15,927,600 15,927,600 Management Agreement 7,594,937 7,594,937 Capitalized Software 9,343,352 9,255,026 Intellectual Property 6,276,955 8,520,121 Total Intangible Assets 158,024,460 166,862,965 Dispensary Licenses (20,685,860 ) (15,860,670 ) Customer Relationships (14,210,226 ) (6,261,515 ) Management Agreement (715,761 ) (565,972 ) Capitalized Software (4,071,756 ) (2,273,432 ) Intellectual Property (3,006,772 ) (5,496,231 ) Less Accumulated Amortization (42,690,375 ) (30,457,820 ) Intangible Assets, Net $ 115,334,085 $ 136,405,145 | Schedule of intangible assets 2020 2019 Dispensary Licenses $ 139,736,881 $ 179,628,706 Customer Relationships 18,586,200 18,415,200 Management Agreement 7,594,937 7,594,937 Capitalized Software 9,255,026 4,010,454 Intellectual Property 8,520,121 8,212,764 Total Intangible Assets 183,693,165 217,862,061 Less Accumulated Amortization (35,612,135 ) (16,760,646 ) Intangible Assets, Net $ 148,081,030 $ 201,101,415 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of other assets | Schedule of other assets March 27, June 27, 2021 2020 Long-Term Security Deposits for Leases $ 4,817,042 $ 8,177,871 Loans and Other Long-Term Deposits 7,808,326 7,568,738 Other Assets 5,593 53,648 Total Other Assets $ 12,630,961 $ 15,800,257 | Schedule of other assets 2020 2019 Long Term Security Deposits for Leases $ 9,752,611 $ 10,451,381 Loans and other Long-Term Deposits 7,568,738 20,501,166 Other Assets 53,648 1,350,000 Total Other Assets $ 17,374,997 $ 32,302,547 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Mar. 27, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Schedule of accounts payable and accrued liabilities March 27, June 27, 2021 2020 Accounts Payable $ 32,203,779 $ 54,916,904 Accrued Liabilities 14,889,269 10,404,629 Other Accrued Liabilities 10,994,206 10,103,628 Total Accounts Payable and Accrued Liabilities $ 58,087,254 $ 75,425,161 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Mar. 27, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other current liabilities | Schedule of other current liabilities March 27, June 27, 2021 2020 Accrued Interest Payable $ 790,906 $ 9,051,650 Contingent Consideration 87,893 8,951,801 Derivatives 5,707,715 546,076 Other Current Liabilities 14,135,611 1,728,854 Total Other Current Liabilities $ 20,722,125 $ 20,278,381 |
Schedule of warrants issued related to the financing transactions | Schedule of warrants issued related to the financing transactions Number of Warrants September Bought Deal Equity Financing 7,840,909 December Bought Deal Equity Financing 13,640,000 March 2021 Private Placement 50,000,000 (1) (2) 71,480,909 (1) During the three months ended March 27, 2021, the Company issued 50,000,000 warrants for Subordinate Voting Shares with an exercise price of C$0.50 per warrant and an expiration date of March 27, 2024. The exercise price of the warrants was denominated in a price other than the Company’s functional currency. In accordance with ASC 815, a share warrant denominated in a price other than the functional currency of the Company fails to meet the definition of equity. Accordingly, such a contract or instrument would be accounted for as derivative liabilities and measured at fair value with changes in fair value recognized in the unaudited interim Condensed Consolidated Statements of Operations at each period-end. (2) See “Note 14 - Shareholders’ Equity – Private Placement” for further information. |
Schedule of fair value of derivative liabilities | Schedule of fair value of derivative liabilities March 27, 2021 Balance at Beginning of Period $ 546,076 Initial Recognition of Derivative Liabilities 7,228,134 Change in Fair Value of Derivative Liabilities (2,066,495 ) Balance at End of Period $ 5,707,715 |
Schedule of assumptions to measure fair value | Schedule of assumptions to measure fair value Expected Stock Price Volatility 90.01 % Risk-Free Annual Interest Rate 0.06 % Expected Life 1.00 Share Price 0.33 Exercise Price 0.40 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Leases [Abstract] | ||
Schedule of lease cost | Schedule of lease cost Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Finance Lease Cost: Amortization of Finance Lease Right-of-Use Assets $ 438,557 $ 586,376 $ 835,497 $ 3,203,300 Interest on Lease Liabilities 2,077,724 1,635,017 4,061,842 4,617,716 Operating Lease Cost 7,512,753 6,377,596 20,935,916 19,076,003 Total Lease Expenses $ 10,029,034 $ 8,598,989 $ 25,833,255 $ 26,897,019 2021 2020 2021 2020 Gain on Sale and Leaseback Transactions, Net $ - $ - $ - $ (704,207 ) Cash Paid for Amounts Included in the Measurement of Lease Liabilities: Financing Cash Flows from Finance Leases $ - $ 509,844 $ - $ 807,432 Operating Cash Flows from Operating Leases $ 1,712,630 $ 1,625,567 $ 15,611,252 $ 16,892,734 Non-Cash Additions to Right-of-Use Assets and Lease Liabilities: Recognition of Right-of-Use Assets for Finance Leases $ - $ - $ - $ 45,614,041 Recognition of Right-of-Use Assets for Operating Leases $ - $ 8,131,728 $ - $ 144,602,158 | Schedule of lease cost 2020 Finance Lease Cost: Amortization of Finance Lease Right-of-Use Assets $ 2,752,022 Interest on Lease Liabilities 6,262,019 Operating Lease Cost 30,661,411 Total Lease Expenses $ 39,675,453 2020 (Gain) and Loss on Sale and Leaseback Transactions, Net $ (704,207 ) Cash Paid for Amounts Included in the Measurement of Lease Liabilities: Financing Cash Flows from Finance Leases $ 1,785,282 Operating Cash Flows from Operating Leases $ 27,304,389 Non-Cash Additions to Right-of-Use Assets and Lease Liabilities: Recognition of Right-of-Use Assets for Finance Leases $ 45,614,041 Recognition of Right-of-Use Assets for Operating Leases $ 152,141,639 2020 Weighted-Average Remaining Lease Term (Years) - Finance Leases 48 Weighted-Average Remaining Lease Term (Years) - Operating Leases 9 Weighted-Average Discount Rate - Finance Leases 10.68 % Weighted-Average Discount Rate - Operating Leases 12.15 % |
Schedule of future leases payments | Schedule of Future lease payments Fiscal Year Ending Operating Leases Finance Leases June 26, 2021 $ 5,504,585 $ 1,302,684 June 25, 2022 22,989,719 5,324,591 June 24, 2023 23,241,907 5,484,327 June 29, 2024 27,249,872 9,860,306 June 28, 2025 21,096,035 6,522,077 Thereafter 102,173,727 1,076,074,995 Total Lease Payments 202,255,845 1,104,568,980 Less Interest (96,771,980 ) (1,075,923,388 ) Present Value of Lease Liability $ 105,483,865 $ 28,645,592 | Schedule of future leases payments Fiscal Year Ending Finance Leases June 26, 2021 $ 1,439,200 June 25, 2022 1,579,608 June 24, 2023 1,790,448 June 29, 2024 2,021,743 June 28, 2025 2,279,010 June 27, 2026 and Thereafter 51,479,265 Total Future Minimum Lease Payments $ 60,589,274 |
Schedule of deferred gain | Schedule of deferred gain 2020 2019 Balance at Beginning of Year $ 5,297,965 $ - Additions - 5,666,274 Amortization (566,625 ) (368,309 ) Balance at End of Year 4,731,340 5,297,965 Less Current Portion of Deferred Gain (566,627 ) (566,627 ) Deferred Gain on Sale of Assets, Net of Current Portion $ 4,164,713 $ 4,731,338 | |
Schedule of Future minimum operating lease payments under non-cancelable operating leases | Schedule of Future minimum operating lease payments under non-cancelable operating leases Fiscal Year Ending Operating Leases June 26, 2021 $ 34,049,336 June 25, 2022 34,040,450 June 24, 2023 34,224,191 June 29, 2024 31,289,161 June 28, 2025 30,837,827 June 27, 2026 and Thereafter 134,553,668 Total Future Minimum Lease Payments $ 298,994,663 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Notes Payable | ||
Schedule of notes payable | Schedule of notes payable March 27, June 27, 2021 2020 Financing liability incurred on various dates between January 2019 through September 2019 with implied interest rates ranging from 0.7% to 17.0% per annum. $ 83,400,000 $ 83,576,661 Non-revolving, senior secured term notes dated between October 1, 2018 and October 30, 2020, issued to accredited investors, which mature on January 31, 2022, and bear interest at a rate of 15.5% and 18.0% per annum. 104,436,180 77,675,000 Convertible debentures dated between September 16, 2020 and December 17, 2020, issued to accredited investors and qualified institutional buyers, which mature two years from issuance, and bear interest at a rate of 7.5% per annum. 5,000,000 - Promissory notes dated between January 15, 2019 through March 29, 2019, issued for deferred payments on acquisitions, which mature on varying dates from July 31, 2021 to April 1, 2022 and bear interest at rates ranging from 8.0% to 9.0% per annum. 3,762,500 16,173,250 Promissory notes dated November 7, 2018, issued to Lessor for tenant improvements as part of sales and leaseback transactions, which mature on November 7, 2028, bear interest at a rate of 10.0% per annum and require minimum monthly payments of $15,660 and $18,471. 2,233,720 2,339,564 Other 15,418 15,418 Total Notes Payable 198,847,818 179,779,893 Less Unamortized Debt Issuance Costs and Loan Origination Fees (8,832,434 ) (10,781,288 ) Net Amount $ 190,015,384 $ 168,998,605 Less Current Portion of Notes Payable (97,169,640 ) (16,188,668 ) Notes Payable, Net of Current Portion $ 92,845,744 $ 152,809,937 | Schedule of notes payable 2020 2019 Promissory notes dated between January 15, 2019 through March 29, 2019, issued for deferred payments on acquisitions, which mature on varying dates from August 3, 2019 to June 30, 2020 and bear interest at rates ranging from 8.0% to 9.0% per annum. $ 16,173,250 $ 26,750,000 Secured promissory note dated November 27, 2019, issued to refinance property acquisition loans, which matures on May 31, 2020 and bears interest at a rate of 9.5% per annum. - 6,050,000 Finance liabilities incurred on various dates between January 2019 through September 2019 with implied interest rates ranging from 0.7% to 17.0% per annum. 83,576,661 71,538,352 Non-revolving, senior secured term note dated October 1, 2018, issued to accredited investors, which matures on January 31, 2022, and bears interest at a fixed rate of 15.5% per annum and requires monthly interest payments of 12.0% and 3.5% will accrue monthly as payment-in-kind. 77,675,000 77,675,000 Promissory notes dated November 7, 2018, issued to Lessor for tenant improvements as part of sales and leaseback transactions, which mature on November 7, 2028, bear interest at a rate of 10.0% per annum and require minimum monthly payments of $15,660 and $18,471. 2,339,564 2,484,357 Other 15,418 21,120 Total Notes Payable 179,779,893 184,518,829 Less Unamortized Debt Issuance Costs and Loan Origination Fees (10,781,288 ) (11,771,270 ) Net Amount $ 168,998,605 $ 172,747,559 Less Current Portion of Notes Payable (16,188,668 ) (21,998,522 ) Notes Payable, Net of Current Portion $ 152,809,937 $ 150,749,037 |
Schedule of reconciliation notes payable | Schedule of reconciliation notes payable Balance at Beginning of Period $ 168,998,605 Cash Additions 15,830,279 Non-Cash Addition - Debt Modification 877,439 Debt Discount Recognized on Modification (977,370 ) Extinguishment of Debt (12,173,250 ) Paid-In-Kind Interest Capitalized 15,178,462 Cash Payments (660,094 ) Equity Component of Debt- New and Amended (5,583,407 ) Cash Paid for Debt Issuance Costs 99,931 Accretion of Debt Discount included in Discontinued Operations 5,834,043 Accretion of Debt Discount 2,590,746 Balance at End of Period $ 190,015,384 Less Current Portion of Notes Payable (97,169,640 ) Notes Payable, Net of Current Portion $ 92,845,744 | Schedule of reconciliation notes payable 2020 2019 Balance at Beginning of Period $ 172,747,559 $ 55,946,959 Cash Additions 13,850,000 166,243,539 Non-Cash Additions - Business Acquisition - 26,750,000 Non-Cash Addition - Debt Modification 1,000,000 - Debt Discount Recognized on Modification (1,000,000 ) - Payment of Amendment Fee (500,000 ) - Cash Payments (14,779,091 ) (55,007,057 ) Equity Component of Debt (5,331,969 ) (13,590,104 ) Shares Issued for Debt Issuance Costs - (1,857,431 ) Conversion of Convertible Debentures - (3,802,381 ) Shares Issued to Settle Debt (4,393,342 ) (8,929,288 ) Cash Paid for Debt Issuance Costs (61,500 ) (2,019,472 ) Accretion of Debt Discount 6,895,051 7,848,740 Non-Cash Loss on Extinguishment of Debt 571,897 1,164,054 Balance at End of Period $ 168,998,605 $ 172,747,559 Less Current Portion of Notes Payable (16,188,668 ) (21,998,522 ) Notes Payable, Net of Current Portion $ 152,809,937 $ 150,749,037 |
Schedule of maturities of debt | Schedule of maturities of debt Fiscal Year Ending Scheduled Maturity June 26, 2021 $ 16,188,668 June 25, 2022 77,675,000 June 24, 2023 - June 29, 2024 - June 28, 2025 - June 27, 2026 and Thereafter 85,916,225 Total Notes Payable $ 179,779,893 |
SENIOR SECURED CONVERTIBLE CR_2
SENIOR SECURED CONVERTIBLE CREDIT FACILITY (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of senior secured convertible credit facility | Schedule of senior secured convertible credit facility March 27, June 27, Tranche 2021 2020 Senior secured convertible notes dated April 23, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 1A $ 20,674,403 $ 21,660,583 Senior secured convertible notes dated May 22, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 1B 89,039,556 86,053,316 Senior secured convertible notes dated July 12, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 2 28,953,899 26,570,948 Senior secured convertible notes dated November 27, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 3 11,211,533 10,288,815 Senior secured convertible notes dated March 27, 2020, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 4 13,609,724 12,500,000 Amendment fee converted to senior secured convertible notes dated October 29, 2019, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 21,165,550 19,423,593 Senior secured convertible notes dated April 24, 2020, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. IA-1 2,959,951 2,734,282 Senior secured convertible notes dated September 14, 2020, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. IA-2 5,724,068 - Restatement fee issued in senior secured convertible notes dated March 27, 2020, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 8,513,121 8,199,863 Second restatement fee issued in senior secured convertible notes dated July 2, 2020, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 1,979,156 - Third restatement fee issued in senior secured convertible notes dated January 11, 2021, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 11,131,939 - Total Drawn on Senior Secured Convertible Credit Facility 214,962,900 187,431,400 Less Unamortized Debt Discount (57,897,490 ) (21,062,937 ) Senior Secured Convertible Credit Facility, Net $ 157,065,410 $ 166,368,463 | Schedule of senior secured convertible credit facility Tranche 2020 2019 Senior secured convertible notes dated April 23, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 1A $ 21,660,583 $ 20,000,000 Senior secured convertible notes dated May 22, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 1B 86,053,316 80,000,000 Senior secured convertible notes dated July 12, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 2 26,570,948 - Senior secured convertible notes dated November 27, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 3 10,288,815 - Senior secured convertible notes dated March 27, 2020, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 4 12,500,000 - Amendment fee converted to senior secured convertible notes dated October 29, 2019, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 19,423,593 - Senior secured convertible notes dated April 24, 2020, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. IA-1 2,734,282 - Restatement fee issued in senior secured convertible notes dated March 27, 2020, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 8,199,863 - Total Drawn on Senior Secured Convertible Credit Facility 187,431,400 100,000,000 Less Unamortized Debt Discount (21,062,937 ) (13,144,585 ) Senior Secured Convertible Credit Facility, Net $ 166,368,463 $ 86,855,415 |
Schedule of reconciliation senior secured convertible credit facility | Schedule of reconciliation senior secured convertible credit facilty Tranche 1 Tranche 2 Tranche 3 Tranche 4 Incremental Advance - 1 Incremental Advance - 2 3rd Advance Amendment Restatement Fee Notes 2nd Restatement Fee Notes TOTAL Balance as of June 27, 2020 $ 102,833,447 $ 25,352,687 $ 9,680,433 $ 2,455,231 $ 2,168,540 $ - $ - $ 18,964,600 $ 7,082,065 $ - 166,368,463 Cash Additions - - - - - 5,420,564 10,937,127 - - - 16,357,691 Repayments (8,000,000 ) - - - - - - - - - (8,000,000 ) Principal Reallocation 585,058 (3,276 ) (1,277 ) (404,451 ) (340 ) (589 ) - (2,395 ) (24,084 ) (148,646 ) - Fees Capitalized to Debt Related to - - - - - (468,564 ) (937,127 ) - - - (1,405,691 ) Paid-In-Kind Interest Capitalized 9,396,021 2,386,229 923,996 1,115,478 226,009 303,299 194,812 1,744,352 736,039 127,802 17,154,037 Net Effect on Debt from Extinguishment 4,812,996 962,750 497,175 2,167,870 (453,979 ) - - 455,792 630,758 2,000,000 11,073,362 Equity Component Debt - New (23,562,662 ) (6,147,968 ) (2,480,673 ) (2,839,499 ) (1,296,844 ) (3,239,507 ) (7,694,405 ) (4,337,438 ) (4,551,977 ) - (56,150,973 ) Cash Paid for Debt Issuance Costs - - - - - (175,000 ) (200,000 ) - - - (375,000 ) Amortization of Debt Discounts 5,394,019 1,282,359 531,455 1,057,893 414,622 726,545 565,258 971,013 1,099,158 1,198 12,043,520 Balance as of March 27, 2021 $ 91,458,879 $ 23,832,781 $ 9,151,109 $ 1,383,982 $ 1,058,008 $ 2,566,748 $ 2,865,665 $ 17,795,924 $ 4,971,959 $ 1,980,354 $ 157,065,410 | Schedule of reconciliation senior secured convertible credit facility Tranche 1 Tranche 2 Tranche 3 Tranche 4 Amendment Restatement Fee Notes TOTAL Balance as of July 1, 2018 $ - $ - $ - $ - $ - $ - $ - Cash Additions 100,000,000 - - - - - 100,000,000 Net Effect on Equity Component of New (7,548,720 ) - - - - - (7,548,720 ) Shares Issued for Debt Issuance Costs (3,979,119 ) - - - - - (3,979,119 ) Cash Paid for Debt Issuance Costs (2,076,757 ) - - - - - (2,076,757 ) Amortization of Debt Discounts 460,011 - - - - - 460,011 Balance as of June 29, 2019 $ 86,855,415 $ - $ - $ - $ - $ - $ 86,855,415 Cash Additions - 25,000,000 10,000,000 15,000,000 - - 50,000,000 Fees Capitalized to Debt Related to - - - 234,282 18,750,000 8,199,863 27,184,145 Paid-In-Kind Interest Capitalized 7,713,899 1,570,948 288,815 - 673,593 - 10,247,255 Net Effect on Equity Component of New 6,942,719 (1,137,637 ) (172,786 ) (12,161,866 ) (511,900 ) (1,245,676 ) (8,287,146 ) Cash Paid for Debt Issuance Costs - (482,998 ) (641,689 ) (673,435 ) - - (1,798,122 ) Amortization of Debt Discounts 1,321,414 402,374 206,093 56,250 52,907 127,878 2,166,916 Balance as of June 27, 2020 $ 102,833,447 $ 25,352,687 $ 9,680,433 $ 2,455,231 $ 18,964,600 $ 7,082,065 $ 166,368,463 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
MEZZANINE EQUITY | ||
Schedule of Shares issued and outstanding | Schedule of Shares issued and outstanding Subordinate Voting Super MM CAN USA MM Enterprises USA Balance as of June 27, 2020 403,907,218 815,295 236,123,851 725,016 Cancellation of Super Voting Shares - (815,295 ) - - Shares Issued for Cash 57,800,000 - - - Shares Issued to Settle Accounts Payable and Liabilities 14,911,047 - - - Shares Issued for Exercise of Warrants - - 27,164,323 - Redemption of MedMen Corp Redeemable Shares 133,969,228 - (133,969,228 ) - Shares Issued for Vested Restricted Stock Units 7,173,256 - - - Shares Issued for Debt Amendment Fees 4,305,148 - - - Stock Grants for Compensation 3,703,730 - - - Balance as of March 27, 2021 625,769,627 - 129,318,946 725,016 | Schedule of shares issued and outstanding Subordinate Voting Super MM CAN USA MM Enterprises USA Balance as of July 1, 2018 45,215,976 1,630,590 365,961,334 1,570,064 Bought Deal Equity Financing 29,321,818 - - - At-the-Market Equity Financing Program 5,168,500 - - - Shares Issued to Settle Debt 632,130 - 3,932,415 - Debt Issuance Costs 2,691,141 - - - Redemption of MedMen Corp Redeemable Shares 58,095,821 - (58,095,821 ) - Redemption of LLC Redeemable Units 5,566,993 - 4,274,566 (9,841,559 ) Other Assets 919,711 - 72,464 - Acquisition Costs 159,435 - 169,487 - Acquisition of Non-Controlling Interest 9,736,870 - - - Business Acquisitions 10,875,929 - - - Asset Acquisitions 1,658,884 - - 8,996,511 Vested Restricted Stock Units 333,479 - - - Exercise of Warrants - - 2,878,770 - Stock Grants for Compensation 2,634,235 - - - Balance as of June 29, 2019 173,010,922 1,630,590 319,193,215 725,016 Cancellation of Super Voting Shares - (815,295 ) - - At-the-Market Equity Financing Program, Net 9,789,300 - - - Shares Issued for Cash 61,596,792 - - - Shares Issued to Settle Debt and Accrued Interest 6,801,790 - - - Shares Issued to Settle Accounts Payable and Liabilities 24,116,461 - - - Shares Issued to Settle Contingent Consideration 13,737,444 - - - Asset Acquisitions 7,373,034 - - - Redemption of MedMen Corp Redeemable Shares 83,119,182 - (83,119,182 ) - Shares Issued for Vested Restricted Stock Units 329,548 - - - Shares Issued for Other Assets 13,479,589 - - - Shares Issued for Acquisition Costs 765,876 - - - Shares Issued for Business Acquisition 5,112,263 - - - Stock Grants for Compensation 4,675,017 - 49,818 - Balance as of June 27, 2020 403,907,218 815,295 236,123,851 725,016 |
Schedule of VIE | Schedule of VIE Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,197,557 $ - $ 10,310,942 $ 11,508,499 Non-Current Assets 13,045,511 2,925,798 4,980,057 20,951,366 Total Assets $ 14,243,068 $ 2,925,798 $ 15,290,999 $ 32,459,865 Current Liabilities $ 10,836,220 $ 9,032,248 $ 3,083,532 $ 22,952,000 Non-Current Liabilities 7,827,937 2,386,061 7 10,214,005 Total Liabilities $ 18,664,157 $ 11,418,309 $ 3,083,539 $ 33,166,005 Non-Controlling Interest $ (4,421,089 ) $ (8,492,511 ) $ 12,207,460 $ (706,140 ) Revenues $ 6,457,626 $ - $ 9,911,450 $ 16,369,076 Net Income (Loss) Attributable to Non-Controlling Interest $ 1,504,096 $ (2,422,184 ) $ 5,427,833 $ 4,509,745 As of and for the year ended June 27, 2020, the balances of the VIEs consists of the following: Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,233,188 $ 811,025 $ 6,639,231 $ 8,683,444 Non-Current Assets 16,867,824 3,259,563 5,032,428 25,159,815 Total Assets $ 18,101,012 $ 4,070,588 $ 11,671,659 $ 33,843,259 Current Liabilities $ 12,831,161 $ 7,481,953 $ 3,745,710 $ 24,058,824 Non-Current Liabilities 11,196,585 2,662,078 1,146,322 15,004,985 Total Liabilities $ 24,027,746 $ 10,144,031 $ 4,892,032 $ 39,063,809 Non-Controlling Interest $ (5,926,734 ) $ (6,073,443 ) $ 6,779,627 $ (5,220,550 ) Revenues $ 10,949,458 $ - $ 13,976,810 $ 24,926,268 Net Income (Loss) Attributable to Non-Controlling Interest $ (6,132,528 ) $ (3,777,079 ) $ 3,143,437 $ (6,766,170 ) | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | Schedule of other non-controlling interest Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. Other Non- Controlling Interests TOTAL Balance as of June 27, 2020 $ (5,925,185 ) $ (6,070,327 ) $ 6,779,627 $ (331,561,812 ) $ (336,777,697 ) Net Income (Loss) 1,504,096 (2,422,184 ) 5,427,833 (30,614,859 ) (26,105,114 ) Equity Component on Debt and Debt Modification - - - 4,055,133 4,055,133 Deferred Tax Impact On Conversion Feature - - - (1,210,052 ) (1,210,052 ) Redemption of MedMen Corp Redeemable Shares - - - (75,460,832 ) (75,460,832 ) Balance as of March 27, 2021 $ (4,421,089 ) $ (8,492,511 ) $ 12,207,460 $ (434,792,422 ) $ (435,498,562 ) | Schedule of other non-controlling interest Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. Other Non- Controlling Interests TOTAL Balance as of June 29, 2019 $ 207,343 $ (2,293,248 ) $ 3,636,190 $ (33,417,690 ) $ (31,867,405 ) Net Income (Loss) (6,132,528 ) (3,777,079 ) 3,143,437 (272,499,888 ) (279,266,058 ) Cash Distributions from Non-Controlling Members - - - (310,633 ) (310,633 ) Stock Grants for Compensation - - - 35,157 35,157 Equity Component on Debt and Debt Modification - - - 5,331,969 5,331,969 Redemption of MedMen Corp Redeemable Shares - - - (32,192,800 ) (32,192,800 ) Share-Based Compensation - - - 1,492,073 1,492,073 Balance as of June 27, 2020 $ (5,925,185 ) $ (6,070,327 ) $ 6,779,627 $ (331,561,812 ) $ (336,777,697 ) The net change in the consolidated VIEs and other non-controlling interest are as follows for the year ended June 29, 2019: Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. Farmacy Collective and The Source Santa Ana Other Non- Controlling Interests TOTAL Balance as of June 30, 2018 $ 5,770,491 $ 2,971,048 $ 290,362 $ (692,837 ) $ 77,389,350 $ 85,728,414 Net Income (Loss) (5,563,148 ) (5,264,296 ) 3,345,828 596,288 (181,955,438 ) (188,840,766 ) Cash Contributions from Non-Controlling Members - - - - 290,000 290,000 Conversion of Convertible Debentures - - - - 3,802,381 3,802,381 Asset Acquisitions - - - - 41,154,986 41,154,986 Fair Value of Warrants Issued for Debt - - - - 13,590,104 13,590,104 Issuance of Equity for the Repayment of Notes Payable - - - - 6,759,125 6,759,125 Exercise of Warrants - - - - 8,521,268 8,521,268 Other Assets - - - - 343,678 343,678 Acquisition Costs - - - - 597,320 597,320 Share-Based Compensation - - - - 12,845,773 12,845,773 Acquisition of Non-Controlling Interest - - - 96,549 - 96,549 Redemption of MedMen Corp Redeemable Shares - - - - 7,683,232 7,683,232 Redemption of LLC Redeemable Units - - - - (24,439,469 ) (24,439,469 ) Balance as of June 29, 2019 $ 207,343 $ (2,293,248 ) $ 3,636,190 $ - $ (33,417,690 ) $ (31,867,405 ) |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of share-based compensation expense | Schedule of share-based compensation expense Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Stock Options $ 305,565 $ (69,571 ) $ 2,851,785 $ 2,584,933 LTIP Units - 179,014 - 1,492,073 Stock Grants for Services, Net (63,189 ) 1,151,366 58,043 3,041,012 Restricted Stock Grants - 916,842 437,386 3,727,485 Total Share-Based Compensation $ 242,376 $ 2,177,651 $ 3,347,214 $ 10,845,503 | Schedule of share-based compensation expense 2020 2019 Stock Options $ 1,876,225 $ 11,699,796 Deferred Stock Units 484,932 - LTIP Units 1,492,073 12,845,773 Stock Grants for Services 3,656,926 5,712,872 Restricted Stock Grants 3,554,968 2,235,773 Warrants - 227,244 Total Share-Based Compensation $ 11,065,124 $ 32,721,458 |
Schedule of Block-Scholes option-pricing model | Schedule of Black-Scholes option-pricing model Nine Months Ended March 27, March 28, 2021 2020 Weighted-Average Risk-Free Annual Interest Rate 1.05 % 1.70 % Weighted-Average Expected Annual Dividend Yield 0.0 % 0.0 % Weighted-Average Expected Stock Price Volatility 116.5 % 87.9 % Weighted-Average Expected Life in Years 7.50 7.50 Weighted-Average Estimated Forfeiture Rate 40.0 % 40.0 % | Schedule of Block-Scholes option-pricing model 2020 2019 Weighted-Average Risk-Free Annual Interest Rate 1.60 % 1.95 % Weighted-Average Expected Annual Dividend Yield 0.0 % 0.0 % Weighted-Average Expected Stock Price Volatility 91.0 % 87.8 % Weighted-Average Expected Life in Years 7.50 6.15 Weighted-Average Estimated Forfeiture Rate 40.0 % 33.0 % Stock price volatility was estimated by using the average historical volatility of comparable companies from a representative peer group of publicly-traded cannabis companies. The expected life represents the period of time that stock options granted are expected to be outstanding. The risk-free rate was based on Bank of Canada zero coupon bond with a remaining term equal to the expected life of the options. For the year ended June 27, 2020, the fair value of stock options granted with vesting contingent upon achievement of certain price targets was determined using a Monte Carlo simulation model taking into account the fair value of the Company’s Subordinate Voting Shares on the date of grant and into the future encompassing a wide range of possible future market conditions. The following assumptions were used at the time of grant: 2020 2019 Weighted-Average Stock Price C$2.65 C$4.10 Weighted-Average Probability 6.0 % 6.0 % Weighted-Average Term in Years 3.0 3.0 Weighted-Average Volatility 83.3 % 72.0 % |
Schedule of stock options | Schedule of stock options Number of Stock Options Weighted- Balance as of June 27, 2020 8,618,204 $ 2.78 Granted 7,318,669 - Forfeited (1,344,375 ) Balance as of March 27, 2021 14,592,498 $ 1.48 Stock Options Exercisable as of March 27, 2021 12,769,339 $ 1.45 | Schedule of stock options Number of Stock Options Weighted-Average Exercise Price Balance as of July 1, 2018 5,793,374 $ 4.14 Granted 10,374,075 $ 3.45 Forfeited (2,629,347 ) $ (4.32 ) Balance as of June 29, 2019 13,538,102 $ 4.31 Granted 6,812,552 $ 1.34 Forfeited (11,732,450 ) $ (2.79 ) Balance as of June 27, 2020 8,618,204 $ 2.79 |
Schedule of LTIP Units and LLC Redeemable Units | Schedule of LTIP Units and LLC Redeemable Units Weighted LTIP Units LLC Average Issued and Redeemable Grant Date Outstanding Units Fair Value 0.74 Balance as of June 27, 2020 and March 27, 2021 19,323,878 725,016 $ 0.52 Redemptions - - - Balance as of June 27, 2020 and March 27, 2021 19,323,878 725,016 0.52 | Schedule of LTIP Units and LLC Redeemable Units Weighted LTIP Units LLC Average Issued and Redeemable Grant Date Outstanding Units Fair Value Balance as of July 1, 2018 30,314,333 1,570,064 $ 1.56 Redemptions - (845,048 ) $ (3.38 ) Forfeiture of LTIP Units (2) (3,962,422 ) - $ (3.38 ) Cancellation of LTIP Units (2) (724,645 ) - $ (3.38 ) Vesting and Converted (1)(3) (4,744,911 ) - $ (3.38 ) Balance as of June 29, 2019 20,882,355 725,016 $ 0.74 Vesting and Converted (1)(3) (1,558,477 ) - $ (3.38 ) Balance as of June 27, 2020 19,323,878 725,016 $ 0.74 |
Schedule of deferred stock units | Schedule of Deferred Stock Units Issued and Outstanding Weighted- Balance as of June 27, 2020 1,283,567 $ 0.38 Settled (1,283,567 ) $ (0.38 ) Balance as of March 27, 2021 - $ - | Schedule of deferred stock units Issued and Outstanding Weighted- Balance as of July 1, 2018 - $ - - - Balance as of June 29, 2019 - $ - Granted 1,283,567 $ 0.38 Balance as of June 27, 2020 1,283,567 $ 0.38 |
Schedule of restricted stock grants | Schedule of Restricted Stock Grants Issued and Outstanding Vested Weighted- Balance as of June 27, 2020 7,159,164 192,459 $ 0.68 Granted (1) 28,210,512 - $ 0.17 Forfeiture of Restricted Stock (2) (4,240,013 ) - $ (0.20 ) Redemption of Vested Stock (8,107,249 ) (8,107,249 ) $ (0.26 ) Vesting of Restricted Stock - 8,533,485 $ 0.35 Balance as of March 27, 2021 23,022,414 618,695 $ 0.28 (1) Issued on December 11, 2020 to certain officers and employees of the Company and vest 37.5%, 12.5%, 37.5%, 12.5% on the 1st, 2nd, 3rd and 4th anniversary, respectively. (2) 4,240,013 of the restricted stock grants were forfeited upon the resignation of certain employees prior to their vesting. | Schedule of restricted stock grants Issued and Outstanding Vested (1) Weighted- Balance as of July 1, 2018 - - $ - Granted 4,352,340 336,441 $ 3.89 Forfeiture of Restricted Stock (2) (3,000,000 ) - $ (4.25 ) Redemption of Vested Shares (333,479 ) (333,479 ) $ (3.07 ) Balance as of June 29, 2019 1,018,861 2,962 $ 3.89 Granted 7,443,954 - $ 0.73 Forfeiture of Restricted Stock (2) (974,103 ) - $ 2.69 Redemption of Vested Stock (329,548 ) (329,548 ) $ 3.14 Vesting of Restricted Stock - 519,045 $ 2.28 Balance as of June 27, 2020 7,159,164 192,459 $ 0.68 |
Schedule of Warrants | Schedule of Warrants Number of Warrants Outstanding Weighted-Average Exercise Price Subordinate Voting Shares MedMen Corp Redeemable Shares Total Subordinate Voting Shares MedMen Corp Redeemable Shares Total Balance as of June 27, 2020 114,998,915 40,455,731 155,454,646 $ 0.75 $ 0.60 $ 0.71 Issued 229,602,951 147,508,516 377,111,467 $ 0.18 $ 0.28 $ 0.21 Exercised - (40,000,000 ) (40,000,000 ) $ - $ (0.20 ) $ (0.20 ) Cancelled (9,796,509 ) (40,455,731 ) (50,252,240 ) $ (0.50 ) $ (0.44 ) $ (0.45 ) Balance as of March 27, 2021 334,805,358 107,508,516 442,313,874 $ 0.33 $ 0.28 $ 0.32 | Schedule of warrants Number of Warrants Outstanding Subordinate Voting Shares MedMen Corp Redeemable Shares Total Weighted- Balance as of July 1, 2018 2,415,485 8,797,019 11,212,504 $ 3.53 Issued 12,999,815 17,234,540 30,234,355 $ 4.48 Exercised (897,863 ) (3,701,040 ) (4,598,903 ) $ (3.50 ) Expired (1,517,622 ) (5,095,979 ) (6,613,601 ) $ (3.54 ) Balance as of June 29, 2019 12,999,815 17,234,540 30,234,355 $ 4.48 Issued 105,239,862 40,455,729 145,695,591 $ 0.58 Cancelled (3,240,762 ) (17,234,540 ) (20,475,302 ) $ 4.66 Balance as of June 27, 2020 114,998,915 40,455,729 155,454,644 $ 0.71 The following table summarizes the warrants that remain outstanding as of June 27, 2020: Security Issuable Exercise Price Number of Warrants Expiration Date MedMen Corp Redeemable Shares $ 0.60 40,455,729 December 31, 2022 Total MedMen Corp Redeemable Shares 40,455,729 Subordinate Voting Shares $ 3.72 1,647,391 April 23, 2022 Subordinate Voting Shares $ 4.29 562,578 April 23, 2022 Subordinate Voting Shares $ 3.72 6,589,559 May 22, 2022 Subordinate Voting Shares $ 4.29 2,250,314 May 22, 2022 Subordinate Voting Shares $ 3.16 2,522,554 July 12, 2022 Subordinate Voting Shares $ 3.65 728,737 July 12, 2022 Subordinate Voting Shares $ 1.01 3,152,457 November 27, 2022 Subordinate Voting Shares $ 1.17 910,709 November 27, 2022 Subordinate Voting Shares $ 0.26 80,528,846 March 27, 2025 Subordinate Voting Shares $ 0.26 16,105,770 April 24, 2025 Total Subordinate Voting Shares 114,998,915 Total Warrants Outstanding 155,454,644 |
Schedule of fair value of warrants | Schedule of fair value of warrants March 27, June 27 2021 2020 Weighted-Average Risk-Free Annual Interest Rate 0.13 % 2.20 % Weighted-Average Expected Annual Dividend Yield 0 % 0 % Weighted-Average Expected Stock Price Volatility 92.06 % 88.19 % Weighted-Average Expected Life of Warrants 1 1 The fair value of warrants exercisable for the Company’s Subordinate Voting Shares was determined using the Black-Scholes option-pricing model with the following assumptions on the latest modification of December 17, 2020: Weighted-Average Risk-Free Annual Interest Rate 0.16 % Weighted-Average Expected Annual Dividend Yield 0 % Weighted-Average Expected Stock Price Volatility 85.39 % Weighted-Average Expected Life of Warrants 1 | Schedule of fair value of warrants 2020 2019 Weighted-Average Risk-Free Annual Interest Rate 2.20 % 2.82 % Weighted-Average Expected Annual Dividend Yield 0 % 0 % Weighted-Average Expected Stock Price Volatility 88.19 % 82.93 % Weighted-Average Expected Life of Warrants 1 1 Stock price volatility was estimated by using the historical volatility of the Company’s Subordinate Voting Shares and the average historical volatility of comparable companies from a representative peer group of publicly-traded cannabis companies. The expected life in years represents the period of time that warrants issued are expected to be outstanding. The risk-free rate was based on U.S. Treasury bills with a remaining term equal to the expected life of the warrants. The fair value of warrants exercisable for the Company’s Subordinate Voting Shares was determined using the Black-Scholes option-pricing model with the following assumptions on the latest modification of April, 24, 2020: 2020 2019 Weighted-Average Risk-Free Annual Interest Rate 0.16 % 2.20 % Weighted-Average Expected Annual Dividend Yield 0 % 0 % Weighted-Average Expected Stock Price Volatility 111.76 % 88.19 % Weighted-Average Expected Life of Warrants 0.8 1 |
Schedule of stock options that remain outstanding | Schedule of stock options that remain outstanding Security Issuable Exercise Price Expiration Date Stock Options Outstanding Stock Options Exercisable Subordinate Voting Shares $ 3.26 February 2029 316,085 (3) 316,085 Subordinate Voting Shares $ 3.41 August 2021 32,974 (4) 32,974 Subordinate Voting Shares $ 3.84 July 2023 200,000 (6) 200,000 Subordinate Voting Shares $ 4.03 May 2028 1,916,739 (5) 1,426,900 Subordinate Voting Shares $ 4.05 August 2028 61,950 (7) 61,950 Subordinate Voting Shares $ 4.05 August 2028 376,746 (7) - Subordinate Voting Shares $ 4.03 October 2028 35,000 (5) 16,041 Subordinate Voting Shares $ 5.71 October 2028 466,075 (5) 251,968 Subordinate Voting Shares $ 3.42 January 2029 394,980 (5) 298,046 Subordinate Voting Shares $ 2.64 None - (1) - Subordinate Voting Shares $ 3.36 February 2029 207,842 (2) 207,842 Subordinate Voting Shares $ 3.06 April 2029 238,064 (5) 132,262 Subordinate Voting Shares $ 2.79 April 2029 225,106 (5) 71,847 Subordinate Voting Shares $ 2.36 May 2029 35,895 (5) 14,014 Subordinate Voting Shares $ 2.66 June 2029 63,250 (5) 16,291 Subordinate Voting Shares $ 2.17 June 2029 724,645 (8) 724,645 Subordinate Voting Shares $ 2.02 July 2029 578,623 (5) - Subordinate Voting Shares $ 1.99 August 2029 467,660 (5) - Subordinate Voting Shares $ 1.55 September 2029 269,655 (5) - Subordinate Voting Shares $ 2.02 None 645,705 (5) - Subordinate Voting Shares $ 1.38 October 2029 144,260 (5) - Subordinate Voting Shares $ 0.44 December 2029 249,908 (5) - Subordinate Voting Shares $ 0.53 January 2030 161,395 (5) - Subordinate Voting Shares $ 0.53 January 2030 231,630 (5) 231,630 Subordinate Voting Shares $ 0.47 January 2030 289,119 (5) - Subordinate Voting Shares $ 0.27 February 2030 32,000 (5) - Subordinate Voting Shares $ 0.11 March 2030 46,608 (5) 46,608 Subordinate Voting Shares $ 0.38 March 2030 7,000 (5) - Subordinate Voting Shares $ 0.18 May 2030 199,290 (5) 199,290 8,618,204 4,248,393 | |
Schedule of fair value grant | Schedule of fair value grant 2020 2019 Weighted-Average Stock Price Nil C$ 5.07 Weighted-Average CDN to USD Conversion Rate Nil 0.76 Weighted-Average Volatility Nil 72.0 % Weighted-Average Months Nil 28.72 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of basic and diluted loss per share | Schedule of basic and diluted loss per share Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Net Loss from Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. $ (21,328,677 ) $ (19,128,503 ) $ (79,310,611 ) $ (31,648,390 ) Less Deemed Dividend - Down Round Feature of Warrants - - (6,364,183 ) - Net Loss from Continuing Operations Available to Shareholders of MedMen Enterprises, Inc. $ (21,328,677 ) $ (19,128,503 ) $ (85,674,794 ) $ (31,648,390 ) Net Income (Loss) from Discontinued Operations 7,609,983 (5,843,713 ) (6,023,429 ) (58,797,102 ) Total Net Loss $ (13,718,694 ) $ (24,972,216 ) $ (91,698,223 ) $ (90,445,492 ) Weighted-Average Shares Outstanding - Basic and Diluted 541,029,620 315,384,911 482,213,951 65,930,969 Income (Loss) Per Share - Basic and Diluted: From Continuing Operations Attributable to Shareholders of MedMen Enterprises Inc. $ (0.04 ) $ (0.06 ) $ (0.18 ) $ (0.48 ) From Discontinued Operations Attributable to Shareholders of MedMen Enterprises Inc. $ 0.01 $ (0.02 ) $ (0.01 ) $ (0.89 ) | Schedule of basic and diluted loss per share 2020 Note 2 2019 Net Loss from Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. $ (196,483,312 ) $ (67,815,692 ) Net Loss from Discontinued Operations (50,781,039 ) (1,264,196 ) Total Net Loss and Comprehensive Loss $ (247,264,351 ) $ (69,079,888 ) Weighted-Average Number of Shares Outstanding 270,418,842 105,915,105 Earnings (Loss) Per Share - Basic and Diluted: From Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. $ (0.73 ) $ (0.64 ) From Discontinued Operations $ (0.19 ) $ (0.01 ) |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 9 Months Ended |
Mar. 27, 2021 | |
General And Administrative Expenses | |
Schedule of general and administrative expenses | Schedule of general and administrative expenses Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Salaries and Benefits $ 8,787,495 $ 16,809,025 $ 26,904,558 $ 58,876,098 Professional Fees 5,480,969 4,634,854 12,668,101 14,850,558 Rent 7,368,225 7,188,853 22,662,161 21,288,400 Licenses, Fees and Taxes 882,742 3,404,080 5,612,825 11,232,164 Other General and Administrative 6,420,260 10,921,123 21,839,251 44,526,780 Total General and Administrative Expenses $ 28,939,691 $ 42,957,935 $ 89,686,896 $ 150,774,000 |
OTHER OPERATING EXPENSE (Tables
OTHER OPERATING EXPENSE (Tables) | 9 Months Ended |
Mar. 27, 2021 | |
Other Operating Expense | |
Schedule of other operating expenses | Schedule of other operating expenses Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Loss on Disposals of Assets $ 394,621 $ - $ 779,198 $ 226,335 Restructuring and Reorganization Expense 1,600,721 - 2,781,131 5,564,104 (Gain) Loss on Settlement of Accounts Payable (175,951 ) - 849,737 - Loss (Gain) on Lease Terminations 160,449 - (17,748,368 ) (217,127 ) Gain on Disposal of Assets Held for Sale (255,391 ) - (10,709,999 ) - Other Expense (Income) (165,919 ) 1,848,209 (769,742 ) 1,209,857 Total Other Operating Expense (Income) $ 1,558,530 $ 1,848,209 $ (24,818,043 ) $ 6,783,169 |
REALIZED AND UNREALIZED GAIN _2
REALIZED AND UNREALIZED GAIN ON INVESTMENTS (Tables) | 9 Months Ended |
Mar. 27, 2021 | |
Realized And Unrealized Gain On Investments | |
Schedule of realized and unrealized loss (gain) on investments and assets held for sale | Schedule of realized and unrealized loss (gain) on investments and assets held for sale Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Gain on Changes in Fair Value of Investments (86,124 ) (16,600,604 ) Total Realized and Unrealized Gain on Investments $ - $ (86,124 ) $ - $ (16,600,604 ) |
PROVISION FOR INCOME TAXES AN_2
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||
Schedule of income tax expense and effective tax rates | Schedule of income tax expense and effective tax rates Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Loss from Continuing Operations Before Provision for Income Taxes $ (49,548,705 ) $ (60,651,820 ) $ (103,314,604 ) $ (196,997,174 ) Income Tax Benefit (Expense) 32,207,910 13,836,022 (2,101,121 ) 47,088,266 Effective Tax Rate 65 % 23 % 2 % 24 % | |
Schedule of Provision for income taxes | Schedule of Provision for income taxes 2020 2019 Current: Federal $ 21,675,826 $ 17,380,191 State 2,471,663 2,401,365 Total Current 24,147,489 19,781,556 Deferred: Federal (52,822,427 ) (17,388,695 ) State (12,153,888 ) (7,977,922 ) Total Deferred (64,976,315 (25,366,617 ) Total Provision for Income Taxes $ (40,828,826 ) $ (5,585,061 ) | |
Schedule of components of deferred tax assets and liabilities | Schedule of components of deferred tax assets and liabilities 2020 2019 Deferred Tax Assets: Sale and Leaseback $ 1,378,229 $ 1,563,839 Net Operating Loss 14,773,963 2,960,466 Fair Value of Investments 1,019,919 - Lease Liability 30,545,899 - Held for Sale 16,580,885 - Notes Payable 16,156,489 11,368,955 Total Deferred Tax Assets 80,455,384 15,893,260 Deferred Tax Assets Not Recognized (49,939,139 ) (2,465,506 ) Net Deferred Tax Assets $ 30,516,245 $ 13,427,754 2020 2019 Deferred Tax Liabilities: Leases $ (14,974,482 ) $ - Property, Plant & Equipment $ (25,286,947 ) (42,916,321 ) Intangible Assets (37,731,096 ) (54,108,705 ) Senior Secured Convertible Credit Facility (9,420,472 ) (6,880,066 ) Fair Value of Investments - (1,270,885 ) Total Deferred Tax Liabilities (87,412,297 ) (105,175,977 ) Net Deferred Tax Liabilities $ (56,896,752 ) $ (91,748,223 ) | |
Schedule of reconciliation between the effective tax rate on income from continuing operations and the statutory tax rat | Schedule of reconciliation between the effective tax rate on income from continuing operations and the statutory tax rat 2020 2019 Expected Income Tax Benefit at Statutory Tax Rate $ (113,915,623 ) $ (55,276,377 ) Section 280E Permanent and Other Non-Deductible Items 89,883,278 54,421,363 State Rate 2,471,663 2,401,365 Tax Gain on Sale Leaseback 8,377,927 4,732,502 Benefit on Failed Sale Lease back - (11,368,955 ) Effect of GAAP Impairment (37,651,440 ) - Effect of Held for Sale (16,580,885 ) - Effect of ASC 842 Implementation (15,571,417 ) - Benefit on Recognized California Net Operating Loss (2,935,116 ) (2,960,466 ) Valuation Allowance 45,092,787 ) 2,465,505 Reported Income Tax Expense $ (40,828,826 ) $ (5,585,061 ) Effective Tax Rate 7.09 % 1.03 % | |
Schedule of movement in net deferred tax liabilities | Schedule of movement in net deferred tax liabilities 2020 2019 Balance at Beginning of Period $ (91,748,223 ) $ (11,160,195 ) Recognized in Profit or Loss 64,976,314 26,183,289 Recognized in Property, Plant & Equipment and Intangible Assets (15,586,467 ) (88,625,236 ) Recognized in Goodwill (3,428,210 ) (11,776,956 ) Recognized in Equity (11,110,166 ) (7,407,693 ) Recognized in Retained Earnings - 1,038,568 Balance at End of Period $ (56,896,752 ) $ (91,748,223 ) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of Net operating loss of the discontinued operations | Schedule of net operating loss of discontinued operation Three Months Ended Nine Months Ended March 27, March 28, March 27, March 28, 2021 2020 2021 2020 Revenue $ 7,387,484 $ 5,865,570 $ 15,768,813 $ 18,856,242 Cost of Goods Sold 4,621,955 4,746,321 9,788,393 14,051,806 Gross Profit 2,765,529 1,119,249 5,980,420 4,804,436 Expenses: General and Administrative 3,215,889 4,471,200 9,415,436 14,853,915 Sales and Marketing 21,756 2,986 52,857 45,991 Depreciation and Amortization 1,003,276 518,691 2,528,380 2,932,558 Gain on Disposal of Assets (13,375,430 ) - (13,375,430 ) - Impairment Expense - - - 46,702,659 Total Expenses (9,134,509 ) 4,992,877 (1,378,757 ) 64,535,123 Operating Income (Loss) from Discontinued Operations 11,900,038 (3,873,628 ) 7,359,177 (59,730,687 ) Other Expense (Income): Interest Expense 2,629,476 1,985,129 7,549,165 4,066,905 Interest Income (1,545 ) - (1,545 ) - Amortization of Debt Discount and Loan Origination Fees 2,197,946 323,916 5,834,043 3,444,098 Other (Income) Expense (177,006 ) (584 ) (174,341 ) 77,494 Total Other Expense 4,648,871 2,308,461 13,207,322 7,588,497 Income (Loss) on Discontinued Operations Before Provision for Income Taxes 7,251,167 (6,182,089 ) (5,848,145 ) (67,319,184 ) Provision for Income Tax Benefit (Expense) 358,816 338,376 (175,284 ) 8,522,082 Income (Loss) on Discontinued Operations $ 7,609,983 $ (5,843,713 ) $ (6,023,429 ) $ (58,797,102 ) | Schedule of Net operating loss of the discontinued operations 2020 2019 Revenue $ 15,164,131 $ 10,044,235 Cost of Goods Sold 11,947,208 4,010,987 Gross Profit 3,216,923 6,033,248 Expenses: General and Administrative 6,905,155 4,702,461 Sales and Marketing 81,489 - Depreciation and Amortization 1,532,792 1,280,090 Total Expenses 8,519,436 5,982,551 Loss from Operations (5,302,513 ) 50,697 Other Expense (Income): Impairment of Assets 46,702,660 - Other Expense 5,385 167,550 Total Other Expense 46,708,045 167,550 Loss on Discontinued Operations Before Provision for Income Taxes (52,010,559 ) (116,853 ) Provision for Income Tax (Expense) Benefit 1,229,520 (1,147,343 ) Loss on Discontinued Operations $ (50,781,039 ) $ (1,264,196 ) |
Schedule of assets included in discontinued operations | Schedule of assets included in discontinued operation March 27, June 27, 2021 2020 Carrying Amounts of the Assets Included in Discontinued Operations: Cash and Cash Equivalents $ 1,115,295 $ 1,198,390 Restricted Cash 5,280 8,844 Accounts Receivable 744,830 283,730 Prepaid Expenses 371,185 172,403 Inventory 6,252,896 6,985,120 Other Current Assets - 64,600 TOTAL CURRENT ASSETS (1) Property and Equipment, Net 15,344,556 15,213,580 Operating Lease Right-of-Use Assets 24,428,302 26,349,789 Intangible Assets, Net 14,255,791 18,936,173 Goodwill 960,691 960,692 Other Assets 525,646 1,688,316 TOTAL NON-CURRENT ASSETS (1) TOTAL ASSETS OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE $ 64,004,472 $ 71,861,637 Carrying Amounts of the Liabilities Included in Discontinued Operations: Accounts Payable and Accrued Liabilities $ 4,898,172 $ 6,231,931 Income Taxes Payable 1,273,275 775,714 Other Current Liabilities 326,567 22,747 Current Portion of Operating Lease Liabilities 2,425,234 1,824,862 TOTAL CURRENT LIABILITIES (1) Operating Lease Liabilities, Net of Current Portion 25,540,209 25,417,774 Finance Lease Liabilities, Net of Current Portion 349,312 - Deferred Tax Liabilities 9,710,451 14,663,497 TOTAL NON-CURRENT LIABILITIES (1) TOTAL LIABILITIES OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE $ 44,523,220 $ 48,936,525 (1) The assets and liabilities of the remaining Arizona disposal group and MedMen NY, Inc. classified as held for sale are classified as current on the unaudited interim Condensed Consolidated Balance Sheets as of March 27, 2021 because it is probable that the sale will occur and proceeds will be collected within one year. The assets and liabilities of Level Up classified as held for sale are classified as current in the amounts of $21,181,051 and $15,060,302, respectively, on the audited Consolidated Balance Sheets as of June 27, 2020. The assets and liabilities of MedMen NY, Inc. classified as held for sale are classified as current and noncurrent in the amounts of $4,440,127and $46,228,551, respectively, on the audited Consolidated Balance Sheets as of June 27, 2020. The liabilities of MedMen NY, Inc. classified as held for sale are classified as current and noncurrent in the amounts of $2,915,276 and $30,960,947, respectively, on the audited Consolidated Balance Sheets as of June 27, 2020. | Schedule of assets included in discontinued operations 2020 2019 Carrying Amounts of the Assets Included in Discontinued Operations: Cash and Cash Equivalents $ 522,966 $ 527,377 Accounts Receivable 274,886 865,485 Prepaid Expenses 74,622 249,309 Inventory 3,323,978 5,752,847 Other Current Assets 64,600 - TOTAL CURRENT ASSETS (1) 7,395,018 Property and Equipment, Net 4,288,808 4,633,289 Operating Lease Right-of-Use Assets 5,257,327 - Intangible Assets, Net 7,260,288 20,449,002 Goodwill - 31,773,659 Other Assets 113,576 114,576 TOTAL NON-CURRENT ASSETS (1) 56,970,526 TOTAL ASSETS OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE $ 21,181,051 $ 64,365,544 Carrying Amounts of the Liabilities Included in Discontinued Operations: Accounts Payable and Accrued Liabilities $ 2,126,162 $ 1,742,133 Income Taxes Payable 946,679 1,899,487 Other Current Liabilities 22,747 - Current Portion of Operating Lease Liabilities 385,699 - TOTAL CURRENT LIABILITIES (1) 3,641,620 Operating Lease Liabilities, Net of Current Portion 5,300,936 - Deferred Tax Liabilities 6,278,079 7,185,447 TOTAL NON-CURRENT LIABILITIES (1) 7,185,447 TOTAL LIABILITIES OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE $ 15,060,302 $ 10,827,067 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 27, 2020 | |
Accounting Policies [Abstract] | |
Schedule of retail entities | Schedule of retail entities Ownership Entity Location Purpose 2020 2019 Nature’s Cure, Inc. (1)(3) Los Angeles - LAX Airport Dispensary 0 % 0 % LAX Fund II Group, LLC (1)(4) 0 % 0 % Venice Caregiver Foundation, Inc. (2)(3) Venice Beach - Abbot Kinney Dispensary 0 % 0 % (1) Nature’s Cure, Inc. is wholly-owned by MedMen Opportunity Fund II, LP, a related party, and under control of the Company through a management agreement. The Company does not hold any ownership interests in the entity. (2) Venice Caregivers Foundation, Inc. is wholly-owned by MedMen Opportunity Fund II, LP, a related party, and under control of the Company through a management agreement. The Company does not hold any ownership interests in the entity. (3) California Corporation (4) California Limited Liability Company |
Schedule of corporate entities | Schedule of corporate entities Ownership Entity Location Purpose 2020 2019 MM CAN USA, Inc. (5) California Manager of MM 100 % 100 % MM Enterprises USA, LLC (8) Delaware Operating Entity 100 % 100 % Convergence Management Services, Ltd. (17) Canada Public Relations Entity 100 % 0 % |
Schedule of management entities | Schedule of management entities Ownership Subsidiaries Location Purpose 2020 2019 LCR SLP, LLC (8) Delaware Holding Company 100 % 100 % LCR Manager, LLC (16) Delaware Manager of the 0 % 70 % |
Schedule of real estate entities | Schedule of real estate entities Ownership Subsidiaries Location Purpose 2020 2019 MMOF Venice Parking, LLC (6) Venice Beach - Lincoln Blvd. Parking Lot 100 % 100 % MME RE AK, LLC (6) Venice Beach - Abbot Kinney Building 100 % 100 % MMOF RE SD, LLC (6) San Diego - Kearny Mesa Building 100 % 100 % MMOF RE Vegas 2, LLC (10) Las Vegas - The Strip Building 100 % 100 % MMOF RE Fremont, LLC (10) Las Vegas - Downtown Arts District Building 100 % 100 % MME RE BH, LLC (6) Los Angeles - Beverly Hills Building 100 % 100 % NVGN RE Holdings, LLC (10) Nevada Genetics R&D Facility 100 % 100 % |
Schedule of retail entities | Schedule of retail entities Ownership Subsidiaries Location Purpose 2020 2019 Manlin I, LLC (1)(2)(6) Los Angeles - West Hollywood Dispensary 100 % 100 % Farmacy Collective (1)(3)(7) Los Angeles - West Hollywood Dispensary 100 % 100 % The Source Santa Ana (1)(4)(6) Orange County - Santa Ana Dispensary 100 % 100 % SA Fund Group RT, LLC 100 % 100 % CYON Corporation, Inc. (5) Los Angeles - Beverly Hills Dispensary 100 % 100 % BH Fund II Group, LLC (6) 100 % 100 % MMOF Downtown Collective, LLC (6) Los Angeles - Downtown Dispensary 100 % 100 % Advanced Patients’ Collective (5) 100 % 100 % DT Fund II Group, LLC (5) 100 % 100 % MMOF San Diego Retail, Inc. (6) San Diego - Kearny Mesa Dispensary 100 % 100 % San Diego Retail Group II, LLC (5) 100 % 100 % MMOF Venice, LLC (6) Venice Beach - Lincoln Blvd. Dispensary 100 % 100 % The Compassion Network, LLC (5) 100 % 100 % MMOF PD, LLC (6) Palm Desert Dispensary 100 % 100 % MMOF Palm Desert, Inc. (5) 100 % 100 % MMOF SM, LLC (6) Santa Monica Dispensary 100 % 100 % MMOF Santa Monica, Inc. (5) 100 % 100 % MMOF Fremont, LLC (10) Las Vegas - Downtown Arts District Dispensary 100 % 100 % MMOF Fremont Retail, Inc. (9) 100 % 100 % MME SF Retail, Inc. (5) San Francisco Dispensary 100 % 100 % MMOF Vegas, LLC (10) Las Vegas - North Las Vegas Dispensary 100 % 100 % MMOF Vegas Retail, Inc. (9) 100 % 100 % MMOF Vegas 2, LLC (10) Las Vegas - Cannacopia Dispensary 100 % 100 % MMOF Vegas Retail 2, Inc. (9) 100 % 100 % MME VMS, LLC (7) San Jose Dispensary 100 % 100 % Viktoriya’s Medical Supplies, LLC (7) 100 % 100 % Project Compassion Venture, LLC (9) 100 % 100 % Project Compassion Capital, LLC (9) 100 % 100 % Project Compassion NY, LLC (9) 100 % 100 % Ownership Subsidiaries Location Purpose 2020 2019 MedMen NY, Inc. (11) New York Dispensaries 100 % 100 % MME IL Group LLC (15) Oak Park, Illinois Dispensary 100 % 100 % Future Transactions Holdings, LLC (15) 100 % 100 % MME Seaside, LLC (6) Seaside, California Dispensary 100 % 100 % PHSL, LLC (6) 100 % 100 % MME Sorrento Valley, LLC (6) San Diego - Sorrento Valley Dispensary 100 % 100 % Sure Felt, LLC (6) 100 % 100 % Rochambeau, Inc. (5) Emeryville, California Dispensary 100 % 100 % Kannaboost Technology, Inc. (14) Scottsdale and Tempe, Arizona Dispensaries 100 % 100 % CSI Solutions, LLC (13) 100 % 100 % MME AZ Group, LLC (13) Mesa, Arizona Dispensary 100 % 100 % EBA Holdings, Inc. (14) 100 % 100 % MattnJeremy, Inc. (5) Long Beach, California Dispensary 100 % 0 % Milkman, LLC (6) Grover Beach, California Dispensary 100 % 0 % MME 1001 North Retail, LLC (15) Chicago, Illinois Dispensary 100 % 0 % MME Evanston Retail, LLC (15) Evanston, Illinois Dispensary 100 % 0 % |
Schedule of cultivation entities | Schedule of cultivation entities Ownership Subsidiaries Location Purpose 2020 2019 Project Mustang Development, LLC (10) Northern Nevada Cultivation and Production Facility 100 % 100 % The MedMen of Nevada 2, LLC (10) 100 % 100 % MMNV2 Holdings I, LLC (10) 100 % 100 % MMNV2 Holdings II, LLC (10) 100 % 100 % MMNV2 Holdings III, LLC (10) 100 % 100 % MMNV2 Holdings IV, LLC (10) 100 % 100 % MMNV2 Holdings V, LLC (10) 100 % 100 % Manlin DHS Development, LLC (10) Desert Hot Springs, California Cultivation and Production Facility 100 % 100 % Desert Hot Springs Green Horizon, Inc. (7) 100 % 100 % Project Compassion Venture, LLC (8) Utica, New York Cultivation and Production Facility 100 % 100 % EBA Holdings, Inc. (14) Mesa, Arizona Cultivation and Production Facility 100 % 100 % Kannaboost Technology, Inc. (14) Mesa, Arizona Cultivation and Production Facility 100 % 100 % CSI Solutions, LLC (13) 100 % 100 % MME Florida, LLC (12) Eustis, Florida Cultivation and Production Facility 100 % 100 % |
Schedule of property plant and equipment | Schedule of property plant and equipment Land Not Depreciated Buildings and Improvements 39 Finance Lease Asset Shorter of Lease Term or Economic Life Right of Use Assets 10 20 Furniture and Fixtures 3 7 Leasehold Improvements Shorter of Lease Term or Economic Life Equipment and Software 3 7 Construction in Progress Not Depreciated |
Schedule of intangible assets | Schedule of intangible assets Dispensary Licenses 15 Customer Relationships 5 Management Agreement 30 Intellectual Property 10 Capitalized Software 3 |
Schedule of change in tax policy | Schedule of change in tax policy Increase (Decrease) Consolidated Balance Sheet Property and Equipment, Net $ (6,105,588 ) Deferred Tax Liabilities $ (9,540,007 ) Accumulated Deficit $ 3,434,419 Consolidated Statement of Operations Provision for Income Taxes $ 3,355,935 Net Loss and Comprehensive Loss Attributable to Shareholders of MedMen Enterprises Inc. $ 3,355,935 Loss Per Share - Basic and Diluted Attributable to Shareholders of MedMen Enterprises Inc. $ 0.03 Consolidated Statement of Cash Flows Deferred Tax (Recovery) Expense $ (3,355,935 ) Depreciation and Amortization $ (78,484 ) Non - Cash Deferred Tax Impact on Property Purchases $ (6,184,072 ) |
Schedule of financial instruments | Schedule of financial instruments Amortized Cost FVTPL TOTAL Financial Assets: Cash and Cash Equivalents $ - $ 10,093,925 $ 10,093,925 Restricted Cash $ - $ 9,873 $ 9,873 Accounts Receivable $ 963,997 $ - $ 963,997 Due from Related Party $ 3,109,717 $ - $ 3,109,717 Investments $ - $ 3,786,791 $ 3,786,791 Financial Liabilities: Accounts Payable and Accrued Liabilities $ 79,530,930 $ - $ 79,530,930 Other Liabilities $ 10,780,504 $ - $ 10,780,504 Acquisition Consideration Related Liabilities $ - $ 8,951,801 $ 8,951,801 Notes Payable $ 168,998,605 $ - $ 168,998,605 Due to Related Party $ 4,556,814 $ - $ 4,556,814 Derivative Liabilities $ - $ 546,076 $ 546,076 Senior Secured Convertible Credit Facility $ 166,368,463 $ - $ 166,368,463 The following table summarizes the Company’s financial instruments as of June 29, 2019: Amortized Cost FVTPL TOTAL Financial Assets: Cash and Cash Equivalents $ - $ 33,226,370 $ 33,226,370 Restricted Cash $ - $ 55,618 $ 55,618 Accounts Receivable $ 621,945 $ - $ 621,945 Due from Related Party $ 4,921,455 $ - $ 4,921,455 Investments $ - $ 13,018,791 $ 13,018,791 Financial Liabilities: Accounts Payable and Accrued Liabilities $ 47,610,197 $ - $ 47,610,197 Other Liabilities $ 2,872,380 $ - $ 2,872,380 Acquisition Consideration Related Liabilities $ - $ 774,000 $ 774,000 Notes Payable $ 172,747,559 $ - $ 172,747,559 Due to Related Party $ 5,640,817 $ - $ 5,640,817 Derivative Liabilities $ - $ 9,343,485 $ 9,343,485 Senior Secured Convertible Credit Facility $ 86,855,415 $ - $ 86,855,415 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Jun. 27, 2020 | |
Disclosure Prepaid Expenses Abstract | |
Schedule of prepaid expenses | Schedule of prepaid expenses 2020 2019 Prepaid Expenses $ 3,962,686 $ 9,471,692 Prepaid Rent - 2,077,771 Prepaid Insurance 700,078 2,348,441 Total Prepaid Expenses $ 4,662,764 $ 13,897,904 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Jun. 27, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of business acquisitions | Schedule of business acquisitions 2019 Acquisitions 2020 Acquisitions LVMC, LLC Monarch Viktoriya’s Medical Supplies LLC Future Transactions Holdings LLC Kannaboost Technology Inc. and CSI Solutions LLC PHSL, LLC 2019 TOTAL MattnJeremy, Inc. MME Evanston Retail, LLC 2020 TOTAL Closing Date: October 9, December 3, January 15, February 4, February 13, March 29, September 3, 2019 December 2, 2019 Total Consideration Cash $ 10,075,000 $ 6,986,541 $ 3,800,000 $ 3,050,000 $ 2,000,000 $ 750,000 $ 26,661,541 $ 1,000,000 $ - $ 1,000,000 Note Payable - - 6,500,000 3,000,000 15,000,000 2,250,000 26,750,000 - - - Relief of Credit - - - - - - - - 6,930,557 6,930,557 Stock Issued: Subordinate Voting Shares - 13,337,471 - 6,895,270 14,169,438 - 34,402,179 - - - Present Value of Deferred Payments - - - - - - - 1,875,000 - 1,875,000 Contingent Consideration - 774,000 - - - - 774,000 9,833,000 - 9,833,000 Total Consideration $ 10,075,000 $ 21,098,012 $ 10,300,000 $ 12,945,270 $ 31,169,438 $ 3,000,000 $ 88,587,720 $ 12,708,000 $ 6,930,557 $ 19,638,577 Number of Shares Issued: Subordinate Voting Shares - 4,019,065 - 2,117,238 4,739,626 - 10,875,929 5,112,263 - 5,112,263 Preliminary Accounting Estimate of Net Assets Acquired Current Assets $ - $ 1,670,296 $ 200,000 $ 88,142 $ 1,857,589 $ 114,645 $ 3,930,672 $ 405,000 $ 537,771 $ 942,771 Fixed Assets - 162,560 - 436,499 3,220,955 - 3,820,014 - 430,621 430,621 Non-Current Assets - - 3,328 - - - 3,328 - - - Liabilities Assumed - (647,800 ) - (24,481 ) - (67,989 ) (740,270 ) - - - Deferred Tax Liabilities (1,028,307 ) (1,229,995 ) (1,539,744 ) (1,444,940 ) (6,059,814 ) (474,158 ) (11,776,958 ) (1,844,465 ) (1,583,745 ) (3,428,210 ) Intangible Assets: - Customer Relationships 770,000 1,820,000 1,650,000 1,550,000 3,390,000 659,000 9,839,000 830,000 300,000 1,130,000 Dispensary License 4,889,000 2,410,000 3,510,000 2,530,000 13,900,000 930,000 28,169,000 5,100,000 4,500,000 9,600,000 Total Intangible Assets 5,659,000 4,230,000 5,160,000 4,080,000 17,290,000 1,589,000 38,008,000 5,930,000 4,800,000 10,730,000 Total Identifiable Net Assets 4,630,693 4,185,061 3,823,584 3,135,220 16,308,730 1,161,498 33,244,786 4,490,535 4,184,647 8,675,182 Goodwill (1) 5,444,307 16,912,951 6,476,416 9,810,050 14,860,708 1,838,502 55,342,934 8,217,465 2,745,910 10,963,375 Total Preliminary Accounting Estimate of Net Assets Acquired $ 10,075,000 $ 21,098,012 $ 10,300,000 $ 12,945,270 $ 31,169,438 $ 3,000,000 $ 88,587,720 $ 12,708,000 $ 6,930,557 $ 19,638,577 Acquisition Costs Expensed (3) $ 650,000 $ 1,147,320 $ 528,888 $ 252,492 $ - $ - $ 2,578,700 $ 421,497 $ - $ 421,497 Net Income (Loss) $ (2,108,596 ) $ (1,369,842 ) $ (1,462,801 ) $ (455,441 ) $ (1,143,117 ) $ 91,646 $ (6,448,151 ) $ (11,293,305 ) $ 870,289 $ (10,423,016 ) Revenues $ 1,914,479 $ 3,905,002 $ 2,960,376 $ 1,665,602 $ 6,139,233 $ 331,535 $ 16,916,227 $ 3,199,684 $ 6,283,249 $ 9,482,933 Pro Forma Net Income (Loss) (2) $ (140,000 ) $ (219,000 ) $ (755,000 ) $ (250,000 ) $ 2,511,000 $ (235,000 ) $ 912,000 $ 10,000 $ (132,726 ) $ (122,726 ) Pro Forma Revenues (2) $ - $ 5,770,000 $ 5,334,000 $ 1,664,000 $ 11,044,000 $ 1,232,000 $ 25,044,000 $ 50,000 $ 4,488,035 $ 4,538,035 |
INTANGIBLE ASSET (Tables)
INTANGIBLE ASSET (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets | Schedule of intangible assets March 27, June 27, 2021 2020 Dispensary Licenses $ 118,881,616 $ 125,565,281 Customer Relationships 15,927,600 15,927,600 Management Agreement 7,594,937 7,594,937 Capitalized Software 9,343,352 9,255,026 Intellectual Property 6,276,955 8,520,121 Total Intangible Assets 158,024,460 166,862,965 Dispensary Licenses (20,685,860 ) (15,860,670 ) Customer Relationships (14,210,226 ) (6,261,515 ) Management Agreement (715,761 ) (565,972 ) Capitalized Software (4,071,756 ) (2,273,432 ) Intellectual Property (3,006,772 ) (5,496,231 ) Less Accumulated Amortization (42,690,375 ) (30,457,820 ) Intangible Assets, Net $ 115,334,085 $ 136,405,145 | Schedule of intangible assets 2020 2019 Dispensary Licenses $ 139,736,881 $ 179,628,706 Customer Relationships 18,586,200 18,415,200 Management Agreement 7,594,937 7,594,937 Capitalized Software 9,255,026 4,010,454 Intellectual Property 8,520,121 8,212,764 Total Intangible Assets 183,693,165 217,862,061 Less Accumulated Amortization (35,612,135 ) (16,760,646 ) Intangible Assets, Net $ 148,081,030 $ 201,101,415 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Jun. 27, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amounts of goodwill | Schedule of carrying amounts of goodwill California Illinois Nevada Arizona New York TOTAL Balance as of July 1, 2018 $ 8,427,925 $ - $ 11,111,980 $ - $ 10,677,692 $ 30,217,597 Acquired Goodwill 8,314,918 9,810,050 5,444,307 31,773,659 - 55,342,934 Transferred to Assets Held for Sale - - - (31,773,659 ) - (31,773,659 ) Balance as of June 29, 2019 $ 16,742,843 $ 9,810,050 $ 16,556,287 $ - $ 10,677,692 $ 53,786,872 Acquired Goodwill 8,217,465 2,745,910 - - - 10,963,375 Transferred to Assets Held for Sale (1,869,900 ) (2,745,910 ) - - - (4,615,810 ) Impairment Losses - - (16,556,287 ) - (9,717,000 ) (26,273,287 ) Balance as of June 27, 2020 $ 23,090,408 $ 9,810,050 $ - $ - $ 960,692 $ 33,861,150 |
OTHER CURRENT LIABILITIES AND_2
OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES (Tables) | 12 Months Ended |
Jun. 27, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of other current liabilities | Schedule of other current liabilities 2020 2019 Accrued Interest Payable $ 9,051,650 $ 2,819,594 Contingent Consideration 8,951,801 774,000 Other Current Liabilities 1,728,854 52,786 Total Other Current Liabilities $ 19,732,305 $ 3,646,380 |
Schedule of other non-current liabilities | Schedule of other non-current liabilities 2020 2019 Deferred Gain on Sale of Assets (1)(2) $ 4,164,713 $ 4,731,338 Contingent Consideration - 20,197,690 Other Long Term Liabilities 50,820 - Total Other Non-Current Liabilities $ 4,215,533 $ 24,929,028 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Jun. 27, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of warrants issued | Schedule of warrants issued Number of Warrants September Bought Deal Equity Financing 7,840,909 ( 1)(2)(3) December Bought Deal Equity Financing 13,640,000 ( 1)(2)(4) 21,480,909 (1) The exercise price of the warrants was denominated in a price other than the Company’s functional currency. In accordance with ASC 815-40, a share warrant denominated in a price other than the functional currency of the Company fails to meet the definition of equity. Accordingly, such a contract or instrument would be accounted for as a derivative liability and measured at fair value with changes in fair value recognized in the Consolidated Statement of Operations at each period-end. (2) Measured based on Level 1 inputs on the fair value hierarchy since there are quoted prices in active markets for these warrants. The Company used the closing price of the publicly-traded warrants to estimate fair value of the derivative liability at issuance and at each reporting date. (3) See “Note 19 - Shareholders’ Equity - September Bought Deal Equity Financing” for further information. (4) See “Note 19 - Shareholders’ Equity - December Bought Deal Equity Financing” for further information. |
Schedule of reconciliation of the beginning and ending balance of derivative liabilities and change in fair value of derivative liabilities | Schedule of reconciliation of the beginning and ending balance of derivative liabilities and change in fair value of derivative liabilities 2020 2019 Balance as of Beginning of Year $ 9,343,485 $ - Initial Recognition of Derivative Liabilities - 13,252,207 Change in Fair Value of Derivative Liabilities (8,797,409 ) (3,908,722 ) Balance as of End of Year $ 546,076 $ 9,343,485 |
SHAREHOLDERS_ EQUITIES (Tables)
SHAREHOLDERS’ EQUITIES (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
MEZZANINE EQUITY | ||
Schedule of shares issued and outstanding | Schedule of Shares issued and outstanding Subordinate Voting Super MM CAN USA MM Enterprises USA Balance as of June 27, 2020 403,907,218 815,295 236,123,851 725,016 Cancellation of Super Voting Shares - (815,295 ) - - Shares Issued for Cash 57,800,000 - - - Shares Issued to Settle Accounts Payable and Liabilities 14,911,047 - - - Shares Issued for Exercise of Warrants - - 27,164,323 - Redemption of MedMen Corp Redeemable Shares 133,969,228 - (133,969,228 ) - Shares Issued for Vested Restricted Stock Units 7,173,256 - - - Shares Issued for Debt Amendment Fees 4,305,148 - - - Stock Grants for Compensation 3,703,730 - - - Balance as of March 27, 2021 625,769,627 - 129,318,946 725,016 | Schedule of shares issued and outstanding Subordinate Voting Super MM CAN USA MM Enterprises USA Balance as of July 1, 2018 45,215,976 1,630,590 365,961,334 1,570,064 Bought Deal Equity Financing 29,321,818 - - - At-the-Market Equity Financing Program 5,168,500 - - - Shares Issued to Settle Debt 632,130 - 3,932,415 - Debt Issuance Costs 2,691,141 - - - Redemption of MedMen Corp Redeemable Shares 58,095,821 - (58,095,821 ) - Redemption of LLC Redeemable Units 5,566,993 - 4,274,566 (9,841,559 ) Other Assets 919,711 - 72,464 - Acquisition Costs 159,435 - 169,487 - Acquisition of Non-Controlling Interest 9,736,870 - - - Business Acquisitions 10,875,929 - - - Asset Acquisitions 1,658,884 - - 8,996,511 Vested Restricted Stock Units 333,479 - - - Exercise of Warrants - - 2,878,770 - Stock Grants for Compensation 2,634,235 - - - Balance as of June 29, 2019 173,010,922 1,630,590 319,193,215 725,016 Cancellation of Super Voting Shares - (815,295 ) - - At-the-Market Equity Financing Program, Net 9,789,300 - - - Shares Issued for Cash 61,596,792 - - - Shares Issued to Settle Debt and Accrued Interest 6,801,790 - - - Shares Issued to Settle Accounts Payable and Liabilities 24,116,461 - - - Shares Issued to Settle Contingent Consideration 13,737,444 - - - Asset Acquisitions 7,373,034 - - - Redemption of MedMen Corp Redeemable Shares 83,119,182 - (83,119,182 ) - Shares Issued for Vested Restricted Stock Units 329,548 - - - Shares Issued for Other Assets 13,479,589 - - - Shares Issued for Acquisition Costs 765,876 - - - Shares Issued for Business Acquisition 5,112,263 - - - Stock Grants for Compensation 4,675,017 - 49,818 - Balance as of June 27, 2020 403,907,218 815,295 236,123,851 725,016 |
Schedule of VIE | Schedule of VIE Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,233,188 $ 811,025 $ 6,639,231 $ 8,683,444 Non-Current Assets 16,867,824 3,259,563 5,032,428 25,159,815 Total Assets 18,101,012 4,070,588 11,671,659 33,843,259 Current Liabilities $ 12,831,161 $ 7,481,953 $ 3,745,710 $ 24,058,824 Non-Current Liabilities 11,196,585 2,662,078 1,146,322 15,004,985 Total Liabilities 24,027,746 10,144,031 4,892,032 39,063,809 Non-Controlling Interest $ (5,926,734 ) $ (6,073,443 ) $ 6,779,627 $ (5,220,550 ) Revenues $ 10,949,458 $ - $ 13,976,810 $ 24,926,268 Net (Loss) Income Attributable to Non-Controlling Interest $ (6,132,528 ) $ (3,777,079 ) $ 3,143,437 $ (6,766,170 ) As of and for the year ended June 29, 2019, the balances of the VIEs consist of the following: Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,793,174 $ 1,156,113 $ 1,437,604 $ 4,386,891 Non-Current Assets 6,133,804 1,753,897 4,000,000 11,887,701 Total Assets 7,926,978 2,910,010 5,437,604 16,274,592 Current Liabilities $ 6,375,156 $ 5,203,258 $ 1,801,414 $ 13,379,828 Non-Current Liabilities 1,344,479 - - 1,344,479 Total Liabilities 7,719,635 5,203,258 1,801,414 14,724,307 Non-Controlling Interest $ 207,343 $ (2,293,248 ) $ 3,636,190 $ 1,550,285 Revenues $ 9,767,302 $ - $ 11,630,475 $ 21,397,777 Net (Loss) Income Attributable to Non-Controlling Interest $ (5,563,148 ) $ (5,264,296 ) $ 3,345,828 $ (7,481,616 ) | |
Schedule of other non-controlling interest | Schedule of other non-controlling interest Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. Other Non- Controlling Interests TOTAL Balance as of June 27, 2020 $ (5,925,185 ) $ (6,070,327 ) $ 6,779,627 $ (331,561,812 ) $ (336,777,697 ) Net Income (Loss) 1,504,096 (2,422,184 ) 5,427,833 (30,614,859 ) (26,105,114 ) Equity Component on Debt and Debt Modification - - - 4,055,133 4,055,133 Deferred Tax Impact On Conversion Feature - - - (1,210,052 ) (1,210,052 ) Redemption of MedMen Corp Redeemable Shares - - - (75,460,832 ) (75,460,832 ) Balance as of March 27, 2021 $ (4,421,089 ) $ (8,492,511 ) $ 12,207,460 $ (434,792,422 ) $ (435,498,562 ) | Schedule of other non-controlling interest Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. Other Non- Controlling Interests TOTAL Balance as of June 29, 2019 $ 207,343 $ (2,293,248 ) $ 3,636,190 $ (33,417,690 ) $ (31,867,405 ) Net Income (Loss) (6,132,528 ) (3,777,079 ) 3,143,437 (272,499,888 ) (279,266,058 ) Cash Distributions from Non-Controlling Members - - - (310,633 ) (310,633 ) Stock Grants for Compensation - - - 35,157 35,157 Equity Component on Debt and Debt Modification - - - 5,331,969 5,331,969 Redemption of MedMen Corp Redeemable Shares - - - (32,192,800 ) (32,192,800 ) Share-Based Compensation - - - 1,492,073 1,492,073 Balance as of June 27, 2020 $ (5,925,185 ) $ (6,070,327 ) $ 6,779,627 $ (331,561,812 ) $ (336,777,697 ) The net change in the consolidated VIEs and other non-controlling interest are as follows for the year ended June 29, 2019: Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. Farmacy Collective and The Source Santa Ana Other Non- Controlling Interests TOTAL Balance as of June 30, 2018 $ 5,770,491 $ 2,971,048 $ 290,362 $ (692,837 ) $ 77,389,350 $ 85,728,414 Net Income (Loss) (5,563,148 ) (5,264,296 ) 3,345,828 596,288 (181,955,438 ) (188,840,766 ) Cash Contributions from Non-Controlling Members - - - - 290,000 290,000 Conversion of Convertible Debentures - - - - 3,802,381 3,802,381 Asset Acquisitions - - - - 41,154,986 41,154,986 Fair Value of Warrants Issued for Debt - - - - 13,590,104 13,590,104 Issuance of Equity for the Repayment of Notes Payable - - - - 6,759,125 6,759,125 Exercise of Warrants - - - - 8,521,268 8,521,268 Other Assets - - - - 343,678 343,678 Acquisition Costs - - - - 597,320 597,320 Share-Based Compensation - - - - 12,845,773 12,845,773 Acquisition of Non-Controlling Interest - - - 96,549 - 96,549 Redemption of MedMen Corp Redeemable Shares - - - - 7,683,232 7,683,232 Redemption of LLC Redeemable Units - - - - (24,439,469 ) (24,439,469 ) Balance as of June 29, 2019 $ 207,343 $ (2,293,248 ) $ 3,636,190 $ - $ (33,417,690 ) $ (31,867,405 ) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Jun. 27, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Schedule of related party transactions Name and Relationship to Company Transaction 2020 2019 MMOF GP II, LLC (“Fund LP II”), an entity which Mr. Adam Bierman, Mr. Andrew Modlin and Mr. Christopher Ganan each holds 33.3% indirect voting interest. The shareholders each hold 27.1% of indirect equity interest in Fund LP II, the General Partner of Fund II, which both hold equity interests in a subsidiary of the Company. (1) Management Fees $ 1,820,204 $ 1,820,904 MedMen Opportunity Fund GP, LLC (“Fund LP”), an entity which Mr. Adam Bierman, Mr. Andrew Modlin and Mr. Christopher Ganan each holds 33.3% indirect voting interest. The shareholders each hold 24.2% of indirect equity interest in Fund LP, the General Partner of Fund I, which both hold equity interests in a subsidiary of the Company. (1) Management Fees 1,289,513 1,228,259 MedMen Canada Inc., a 50/50 joint venture partnership between the Company and Cronos Group Inc. Advance - 1,153,200 Other - 719,092 Total Amounts Due from Related Parties $ 3,109,717 $ 4,921,455 (1) As of February 2020 and May 2020, Mr. Adam Bierman and Mr. Andrew Modlin, respectively, no longer held board or management positions and therefore as of June 27, 2020 are not related parties, however they were during the fiscal years ended June 27, 2020 and June 29, 2019. As of June 27, 2020 and June 29, 2019, amounts due to related parties were as follows: Name and Relationship to Company Transaction 2020 2019 Fund LP II, an entity which Mr. Adam Bierman, Mr. Andrew Modlin and Mr. Christopher Ganan each holds 33.3% indirect voting interest. The shareholders each hold 27.1% of indirect equity interest in Fund LP II, the General Partner of Fund II, which both hold equity interests in a subsidiary of the Company. (1) Working Capital, Construction and Tenant Improvements, Lease Deposits and Cash Used for Acquisitions $ (1,093,896 ) $ (1,093,896 ) Fund LP, an entity which Mr. Adam Bierman, Mr. Andrew Modlin and Mr. Christopher Ganan each holds 33.3% indirect voting interest. The shareholders each hold 24.2% of indirect equity interest in Fund LP, the General Partner of Fund I, which both hold equity interests in a subsidiary of the Company. (1) Working Capital, Management Fees and Cash Used for Acquisitions (1,986,697 ) (2,862,647 ) Other (1,476,221 ) (1,684,274 ) Total Amounts Due to Related Parties $ (4,556,814 ) $ (5,640,817 ) |
Correction of Error in Previo_2
Correction of Error in Previously Issued Financial Statements (Tables) | 12 Months Ended |
Jun. 27, 2020 | |
Correction Of Error In Previously Issued Financial Statements | |
Schedule of previously reported consolidated statements of operations | Schedule of previously reported consolidated statements of operations Fiscal Year Ended June 27, 2020 Fiscal Year Ended June 29, 2019 Previously Reported Adjustment As Corrected Previously Reported Adjustment As Corrected Revenue $ 157,112,281 $ - $ 157,112,281 $ 119,919,169 $ - $ 119,919,169 Cost of Goods Sold 98,991,307 - 98,991,307 64,468,357 - 64,468,357 Gross Profit 58,120,974 - 58,120,974 55,450,812 - 55,450,812 Expenses: General and Administrative 200,273,872 - 200,273,872 239,344,688 - 239,344,688 Sales and Marketing 10,641,912 - 10,641,912 27,548,784 - 27,548,784 Depreciation and Amortization 39,953,805 - 39,953,805 22,055,590 - 22,055,590 Realized and Unrealized Gain on Changes in Fair Value of Contingent Consideration - 8,951,801 8,951,801 - - - Impairment Expense - 239,509,415 239,509,415 - - - Loss on Disposals of Assets, Restructuring Fees and Other Expenses - 6,233,034 6,233,034 - 16,542,840 16,542,840 Total Expenses 250,869,589 254,694,250 505,563,839 288,949,062 16,542,840 305,491,902 Loss from Operations (192,748,615 ) (254,694,250 ) (447,442,865 ) (233,498,250 ) (16,542,840 ) (250,041,090 ) Other Expense (Income): Interest Expense 40,425,315 - 40,425,315 12,381,121 - 12,381,121 Interest Income (766,035 ) - (766,035 ) (701,790 ) - (701,790 ) Amortization of Debt Discount and Loan Origination Fees 9,061,967 - 9,061,967 8,308,751 - 8,308,751 Change in Fair Value of Derivatives (8,797,409 ) - (8,797,409 ) (3,908,722 ) - (3,908,722 ) Realized and Unrealized Gain on Investment, Assets Held For Sale and Other Assets (16,373,788 ) - (16,373,788 ) (4,259,000 ) - (4,259,000 ) Realized and Unrealized Gain on Changes in Fair Value of Contingent Consideration 8,951,801 (8,951,801 ) - - - - Impairment Expense 239,509,415 (239,509,415 ) - - - - Loss on Disposals of Assets, Restructuring Fees and Other Expenses 50,588,435 (50,588,435 ) - 16,542,840 (16,542,840 ) - Loss on Extinguishment of Debt - 44,355,401 44,355,401 1,164,054 - 1,164,054 Total Other Expenses 322,599,701 (254,694,250 ) 67,905,451 29,527,254 (16,542,840 ) 12,984,414 Loss from Continuing Operations Before Provision for Income Taxes (515,348,316 ) - (515,348,316 ) (263,025,504 ) - (263,025,504 ) Provision for Income Tax Benefit 39,598,946 - 39,598,946 6,369,046 - 6,369,046 Net Loss from Continuing Operations (475,749,370 ) - (475,749,370 ) (256,656,458 ) - (256,656,458 ) Net Loss from Discontinued Operations, Net of Taxes (50,781,039 ) - (50,781,039 ) (1,264,196 ) - (1,264,196 ) Net Loss (526,530,409 ) - (526,530,409 ) (257,920,654 ) - (257,920,654 ) Net Loss Attributable to Non-Controlling Interest (279,266,058 ) - (279,266,058 ) (188,840,766 ) - (279,266,058 ) Net Loss Attributable to Shareholders of MedMen Enterprises Inc. $ (247,264,351 ) $ - $ (247,264,351 ) $ (69,079,888 ) $ - $ 21,345,404 Loss Per Share - Basic and Diluted: From Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. $ (0.73 ) $ - $ (0.73 ) $ (0.64 ) $ - $ (0.64 ) From Discontinued Operations Attributable to Shareholders of MedMen Enterprises, Inc. $ (0.19 ) $ - $ (0.19 ) $ (0.01 ) $ - $ (0.01 ) Weighted-Average Shares Outstanding - Basic and Diluted 270,418,842 - 270,418,842 105,915,105 - 105,915,105 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) | Jan. 24, 2018shares |
MM Enterprises USA Class B Units [Member] | |
Business Acquisition [Line Items] | |
Shares received | 217,184,382 |
M M Enterprises U S A [Member] | |
Business Acquisition [Line Items] | |
Shares received | 217,184,382 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 27, 2020 | Mar. 27, 2021 | Jun. 29, 2019 | |
Accounting Policies [Abstract] | |||
Restricted cash | $ 1,029 | $ 730 | |
Restricted Cash | $ 9,873 | $ 55,618 | |
Description of fiscal year-end | The Company’s fiscal year is a 52/53 week year ending on the last Saturday in June. In a 52-week fiscal year, each of the Company’s quarterly periods will comprise 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter, making such quarter consist of 14 weeks. The Company’s first 53-week fiscal year will occur in fiscal year 2024. The Company’s fiscal years ended June 27, 2020 and June 29, 2019 included 52 weeks. |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Inventory [Line Items] | |||
Raw Materials | $ 965,641 | $ 1,790,050 | |
Work-in-Process | 4,760,097 | 6,229,152 | |
Finished Goods | 11,321,882 | 10,957,776 | |
Total Inventory | $ 17,047,620 | 18,976,978 | |
Inventory [Member] | |||
Inventory [Line Items] | |||
Raw Materials | 2,055,500 | $ 3,696,177 | |
Work-in-Process | 8,807,137 | 6,527,407 | |
Finished Goods | 11,775,483 | 15,257,538 | |
Total Inventory | $ 22,638,120 | $ 25,481,122 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) | 3 Months Ended |
Mar. 27, 2021USD ($) | |
Inventory Disclosure [Abstract] | |
Write down inventory | $ 1,714,000 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | |||
Other Current Assets | $ 8,177,203 | $ 9,105,457 | $ 18,913,039 |
Total Other Current Assets | 17,374,997 | 32,302,547 | |
Other Current Assets [Member] | |||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | |||
Investments | 3,036,791 | 3,786,791 | 13,018,791 |
Excise Tax Receivable | 5,254,595 | 5,721,945 | |
Note Receivable (1) | 1,670,038 | ||
Other Current Assets | 3,470,374 | 64,071 | 172,303 |
Total Other Current Assets | $ 8,177,203 | $ 9,105,457 | $ 18,913,039 |
OTHER CURRENT ASSETS (Details 1
OTHER CURRENT ASSETS (Details 1) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2018 | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Fair value ending balance | $ 3,036,791 | $ 3,786,791 | $ 3,786,791 | $ 13,018,791 | |
Settlement of Liabilities | (750,000) | ||||
Fair value beginning balance | 3,786,791 | 13,018,791 | |||
Additions | 8,759,791 | ||||
Unrealized Gain on Changes in Fair Value of Investments | 3,787,665 | 4,259,000 | |||
Non-Cash Additions | 287,000 | ||||
Unrealized Loss on Changes in Fair Value of Investments | (8,353,843) | ||||
Transfer to Assets Held For Sale | (8,456,665) | ||||
Transferred Back from Assets Held for Sale | 3,503,843 | ||||
Fair value ending balance | 3,036,791 | $ 3,786,791 | $ 3,786,791 | 13,018,791 | |
ToroVerde Inc [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Ownership | 14.30% | 14.30% | |||
Voting interests percentages | 14.30% | 14.30% | |||
Hacienda Company, LLC [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Ownership | 3.20% | 3.20% | |||
Voting interests percentages | 3.20% | 3.20% | |||
Old Pal [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Voting interests percentages | 1.40% | 1.40% | |||
The Hacienda Company LLC [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Fair value ending balance | $ 750,000 | $ 750,000 | 2,209,000 | ||
Settlement of Liabilities | (750,000) | ||||
Fair value beginning balance | 750,000 | 2,209,000 | |||
Additions | 1,500,000 | ||||
Unrealized Gain on Changes in Fair Value of Investments | 1,294,843 | 709,000 | |||
Non-Cash Additions | |||||
Unrealized Loss on Changes in Fair Value of Investments | (2,753,843) | ||||
Transfer to Assets Held For Sale | (3,503,843) | ||||
Transferred Back from Assets Held for Sale | 3,503,843 | ||||
Fair value ending balance | 750,000 | 750,000 | 2,209,000 | ||
Aggregate purchase price | 1,500,000 | ||||
Old Pal [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Fair value ending balance | 1,970,000 | 1,970,000 | 1,970,000 | 4,430,000 | |
Settlement of Liabilities | |||||
Fair value beginning balance | 1,970,000 | 4,430,000 | |||
Additions | 2,000,000 | ||||
Unrealized Gain on Changes in Fair Value of Investments | 2,492,822 | 2,430,000 | |||
Non-Cash Additions | |||||
Unrealized Loss on Changes in Fair Value of Investments | |||||
Transfer to Assets Held For Sale | (4,952,822) | ||||
Transferred Back from Assets Held for Sale | |||||
Fair value ending balance | 1,970,000 | $ 1,970,000 | $ 1,970,000 | 4,430,000 | |
Ownership | 2.60% | 2.60% | |||
Old Pal [Member] | October 2018 and March 2019 [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Aggregate purchase price | $ 2,000,000 | ||||
Outstanding units percentages | 10.00% | ||||
Other Investments [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Fair value ending balance | 1,066,791 | $ 1,066,791 | $ 1,066,791 | 779,791 | |
Settlement of Liabilities | |||||
Fair value beginning balance | 1,066,791 | 779,791 | |||
Additions | 259,791 | ||||
Unrealized Gain on Changes in Fair Value of Investments | 520,000 | ||||
Non-Cash Additions | 287,000 | ||||
Unrealized Loss on Changes in Fair Value of Investments | |||||
Transfer to Assets Held For Sale | |||||
Transferred Back from Assets Held for Sale | |||||
Fair value ending balance | 1,066,791 | 1,066,791 | 1,066,791 | 779,791 | |
ToroVerde Inc [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Fair value ending balance | 5,600,000 | ||||
Fair value beginning balance | 5,600,000 | ||||
Additions | 5,000,000 | ||||
Unrealized Gain on Changes in Fair Value of Investments | 600,000 | ||||
Non-Cash Additions | |||||
Unrealized Loss on Changes in Fair Value of Investments | (5,600,000) | ||||
Transfer to Assets Held For Sale | |||||
Transferred Back from Assets Held for Sale | |||||
Fair value ending balance | $ 5,600,000 | ||||
Common shares purchased | 9,000,000 | ||||
Aggregate purchase price | $ 5,000,000 | ||||
Common shares purchase price per share | $ 0.56 |
OTHER CURRENT ASSETS (Details N
OTHER CURRENT ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 27, 2020 | Mar. 27, 2021 | |
Business Acquisition [Line Items] | ||
Net loss on changes in fair value of investments | $ 4,566,178 | |
Old Pal [Member] | ||
Business Acquisition [Line Items] | ||
Fair Value of investment | 1,970,000 | $ 1,970,000 |
The Hacienda Company LLC [Member] | ||
Business Acquisition [Line Items] | ||
Settlement of outstanding balances | $ 750,000 | |
ToroVerde Inc [Member] | ||
Business Acquisition [Line Items] | ||
Settlement of outstanding balances | 0 | |
Hacienda Company, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Settlement of outstanding balances | $ 750,000 |
ASSETS HELD FOR SALE (Details)
ASSETS HELD FOR SALE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 27, 2021 | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | |
Related Party Transaction [Line Items] | ||||
Balance at Beginning of Period | $ 37,900,006 | |||
Gain on the Sale of Assets Held for Sale | $ 6,233,034 | $ 16,542,840 | ||
Balance at End of Period | $ 64,216,871 | 64,216,871 | 37,900,006 | |
Balance at Beginning of Period | 33,459,879 | 7,395,018 | ||
Gain on the Sale of Assets Held for Sale | (6,233,034) | (16,542,840) | ||
Impairment of Assets | (1,573,563) | |||
Balance at End of Period | 33,459,879 | 7,395,018 | ||
Total [Member] | ||||
Related Party Transaction [Line Items] | ||||
Transferred In | 27,393,926 | |||
Gain on the Sale of Assets Held for Sale | 1,050,833 | |||
Proceeds from Sale | (4,952,822) | |||
Ongoing Activity from Discontinued Operations | (43,184,493) | |||
Balance at Beginning of Period | 33,459,879 | 64,365,544 | ||
Transferred Out | (3,503,843) | |||
Gain on the Sale of Assets Held for Sale | (1,050,833) | |||
Impairment of Assets | (5,607,600) | |||
Balance at End of Period | 33,459,879 | 64,365,544 | ||
Available For Sale Subsidiaries [Member] | ||||
Related Party Transaction [Line Items] | ||||
Balance at Beginning of Period | 12,066,428 | |||
Transferred In | 6,614,986 | 12,066,428 | ||
Gain on the Sale of Assets Held for Sale | 10,709,999 | |||
Proceeds from Sale | (24,750,298) | |||
Ongoing Activity from Discontinued Operations | (4,641,116) | |||
Balance at End of Period | 12,066,428 | |||
Balance at Beginning of Period | 12,066,428 | |||
Transferred Out | ||||
Gain on the Sale of Assets Held for Sale | (10,709,999) | |||
Impairment of Assets | ||||
Balance at End of Period | 12,066,428 | |||
Discontinued Operations [Member] | ||||
Related Party Transaction [Line Items] | ||||
Balance at Beginning of Period | 71,849,729 | |||
Transferred In | ||||
Gain on the Sale of Assets Held for Sale | ||||
Proceeds from Sale | ||||
Ongoing Activity from Discontinued Operations | (7,845,258) | (43,184,493) | ||
Balance at End of Period | 64,004,471 | 64,004,471 | 71,849,729 | |
Balance at Beginning of Period | 21,181,051 | 64,365,544 | ||
Transferred Out | ||||
Gain on the Sale of Assets Held for Sale | ||||
Impairment of Assets | ||||
Balance at End of Period | 21,181,051 | 64,365,544 | ||
Total [Member] | ||||
Related Party Transaction [Line Items] | ||||
Balance at Beginning of Period | 84,128,557 | |||
Transferred In | 6,614,987 | |||
Gain on the Sale of Assets Held for Sale | 10,709,999 | |||
Proceeds from Sale | (24,750,298) | |||
Ongoing Activity from Discontinued Operations | (12,486,373) | |||
Balance at End of Period | 64,216,871 | 64,216,871 | 84,128,557 | |
Gain on the Sale of Assets Held for Sale | (10,709,999) | |||
Investments [Member] | ||||
Related Party Transaction [Line Items] | ||||
Transferred In | 8,456,665 | |||
Gain on the Sale of Assets Held for Sale | ||||
Proceeds from Sale | (4,952,822) | |||
Ongoing Activity from Discontinued Operations | ||||
Balance at Beginning of Period | ||||
Transferred Out | (3,503,843) | |||
Gain on the Sale of Assets Held for Sale | ||||
Impairment of Assets | ||||
Balance at End of Period | ||||
Pharma Cann Assets [Member] | ||||
Related Party Transaction [Line Items] | ||||
Balance at Beginning of Period | 212,400 | |||
Transferred In | 6,870,833 | |||
Gain on the Sale of Assets Held for Sale | 1,050,833 | |||
Proceeds from Sale | ||||
Ongoing Activity from Discontinued Operations | ||||
Balance at End of Period | $ 212,400 | 212,400 | 212,400 | |
Balance at Beginning of Period | 212,400 | |||
Transferred Out | ||||
Gain on the Sale of Assets Held for Sale | (1,050,833) | |||
Impairment of Assets | (5,607,600) | |||
Balance at End of Period | $ 212,400 |
ASSETS HELD FOR SALE (Details N
ASSETS HELD FOR SALE (Details Narrative) - USD ($) | Nov. 13, 2019 | Nov. 17, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity consideration | $ 18,885,912 | $ 50,193,938 | $ 50,193,938 | ||
The Hacienda Company LLC [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate sale price | $ 3,503,843 | ||||
Net loss on fair value | $ 1,459,000 | ||||
Separate Agreements [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Gain on sale of membership interests | $ 332,747 | ||||
Agreement Description | non-binding term sheet for the retail location located in Seaside, California for an aggregate sales price of $1,500,000 wherein $750,000 is to be paid upon the date of close in addition to $750,000 paid in equal monthly installments over twelve months through a promissory note. The transaction closed in October 2020 and the Company transferred all outstanding membership interests in PHSL, LLC. Upon deconsolidation, the Company will not have any continuing involvement with the former subsidiary. The Company recognized a loss upon sale of membership interests of $332,747 for the difference between the aggregate consideration and the book value of the assets as of the disposition date, less direct costs to sell | an aggregate sale price of $21,500,000 of which $10,000,000 was paid upon the signing of the definitive agreement subsequent to June 27, 2020, and an additional $10,000,000 due within six months following the signing of the definitive agreement. See “Note 27 - Subsequent Events” for further discussion. A non-binding term sheet was entered on June 26, 2020 in which $750,000 is to be paid upon the date of close and $750,000 paid in equal monthly installments over twelve months through a promissory note. | |||
Aggregate sale price | $ 1,500,000 | ||||
Purchase agreement [Member] | Third party [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Gain on sale of membership interests | 255,391 | ||||
Purchase consideration for ownership interest | 3,750,000 | ||||
Purchase consideration, cash consideration | 3,500,000 | ||||
Equity consideration | 250,000 | ||||
ASC 360-10 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Impairment charges | $ 53,389,260 | ||||
Loss from discontinued operations | 46,702,660 | ||||
Realized and unrealized gain on investments | 1,050,833 | ||||
Impairment expense | 5,635,767 | ||||
July 1, 2020 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Consideration | 20,000,000 | ||||
Cash received | 10,000,000 | ||||
Additional Cash | $ 8,000,000 | ||||
Secured promissory note | 2,000,000 | ||||
Gain on sale of membership interests | $ 12,415,479 | ||||
October 17, 2019 [Member] | Third party [Member] | Old Pal [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Gain on fair value against asset held for sale | $ 2,492,822 | ||||
Percentage of units outstanding (Class B) | 6.90% | ||||
Percentage of units outstanding (Class B) as an investment | 2.60% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Land and Buildings | $ 37,421,326 | $ 37,400,378 | |
Finance Lease Right-of-Use Assets | 9,124,138 | 26,074,429 | |
Furniture and Fixtures | 12,428,701 | 12,393,369 | |
Leasehold Improvements | 59,551,369 | 56,026,595 | |
Equipment and Software | 25,823,935 | 25,379,767 | |
Construction in Progress | 28,866,937 | 36,833,422 | |
Total Property and Equipment | 173,216,406 | 194,107,960 | |
Less Accumulated Depreciation | (39,039,417) | (30,484,865) | |
Property and Equipment, Net | $ 134,176,989 | 163,623,095 | |
Property And Equipment [Member] | |||
Land and Buildings | 37,400,378 | $ 68,005,575 | |
Finance Lease Right-of-Use Assets | 26,194,566 | 17,081,955 | |
Furniture and Fixtures | 13,970,449 | 14,273,678 | |
Leasehold Improvements | 63,976,372 | 36,186,686 | |
Equipment and Software | 29,277,120 | 36,175,978 | |
Construction in Progress | 38,470,016 | 75,997,268 | |
Total Property and Equipment | 209,288,901 | 247,721,140 | |
Less Accumulated Depreciation | (34,741,034) | (14,825,859) | |
Property and Equipment, Net | $ 174,547,867 | $ 232,895,281 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation Expense | $ 3,540,369 | $ 3,680,139 | $ 12,116,847 | $ 13,331,921 | $ 23,621,713 | $ 11,040,843 |
Cost of Good Sold | 42,452 | 536,729 | 383,618 | 1,640,176 | 22,989,561 | 1,424,358 |
Right of use assets | 438,557 | 586,376 | 835,497 | 3,203,300 | ||
Borrowing costs | $ 2,106,988 | $ 4,415,716 | $ 1,749,467 | $ 2,724,118 | ||
Average capitalization rate | 13.70% | 15.10% | 10.20% | 10.50% | ||
Labor related costs | 52,351 | $ 137,558 | 559,515 | $ 913,627 | $ 448,086 | $ 2,183,419 |
Construction in progress | $ 6,992 | $ 19,475 | $ 155,378 | $ 192,130 | 207,664 | 320,917 |
Right of use assets | 2,752,022 | $ 896,176 | ||||
Impairment expense | $ 143,005,028 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Total Intangible Assets | $ 158,024,460 | $ 166,862,965 | |
Less Accumulated Amortization | (42,690,375) | (30,457,820) | |
Intangible Assets, Net | 115,334,085 | 136,405,145 | |
Total Intangible Assets | 183,693,165 | $ 217,862,061 | |
Less Accumulated Amortization | (35,612,135) | (16,760,646) | |
Intangible Assets, Net | 148,081,030 | 201,101,415 | |
Capitalized Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total Intangible Assets | 9,343,352 | 9,255,026 | |
Less Accumulated Amortization | (4,071,756) | (2,273,432) | (579,161) |
Total Intangible Assets | 9,255,026 | 4,010,454 | |
Management Agreement [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total Intangible Assets | 7,594,937 | 7,594,937 | |
Less Accumulated Amortization | (715,761) | (565,972) | (366,667) |
Total Intangible Assets | 7,594,937 | 7,594,937 | |
Customer Relationship [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total Intangible Assets | 15,927,600 | 15,927,600 | |
Less Accumulated Amortization | (14,210,226) | (6,261,515) | (6,484,668) |
Total Intangible Assets | 18,586,200 | 18,415,200 | |
Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total Intangible Assets | 6,276,955 | 8,520,121 | |
Less Accumulated Amortization | (3,006,772) | (5,496,231) | 0 |
Total Intangible Assets | 8,520,121 | 8,212,764 | |
Dispensary License [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total Intangible Assets | 118,881,616 | 125,565,281 | |
Less Accumulated Amortization | $ (20,685,860) | (15,860,670) | (9,330,150) |
Total Intangible Assets | $ 139,736,881 | $ 179,628,706 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization expense | $ 4,452,573 | $ 4,333,212 | $ 13,104,322 | $ 10,660,164 | $ 16,880,094 | $ 12,439,105 |
Impairment on intellectual property asset | 1,573,563 | |||||
Share based compensation | $ 24,832 | $ 41,293 | $ 62,951 | $ 313,535 | $ 346,180 | $ 276,847 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | |||
Other Assets | $ 8,177,203 | $ 9,105,457 | $ 18,913,039 |
Total Other Assets | 17,374,997 | 32,302,547 | |
Other Assets [Member] | |||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | |||
Long-Term Security Deposits for Leases | 4,817,042 | 8,177,871 | |
Loans and other Long-Term Deposits | 7,808,326 | 7,568,738 | 20,501,166 |
Other Assets | 5,593 | 53,648 | 1,350,000 |
Total Other Assets | $ 12,630,961 | 15,800,257 | |
Long Term Security Deposits for Leases | 9,752,611 | 10,451,381 | |
Total Other Assets | $ 17,374,997 | $ 32,302,547 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILTIES (Details) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 |
Extinguishment of Debt [Line Items] | ||
Total Accounts Payable and Accrued Liabilities | $ 20,722,125 | $ 20,278,381 |
Accounts Payable and Accrued Liabilities [Member] | ||
Extinguishment of Debt [Line Items] | ||
Accounts Payable | 32,203,779 | 54,916,904 |
Accrued Liabilities | 14,889,269 | 10,404,629 |
Other Accrued Liabilities | 10,994,206 | 10,103,628 |
Total Accounts Payable and Accrued Liabilities | $ 58,087,254 | $ 75,425,161 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | |||
Accrued Interest Payable | $ 405,000 | ||
Other Current Liabilities | $ 20,722,125 | 20,278,381 | |
Total Other Current Liabilities | 3,790,561 | 4,215,533 | $ 24,929,028 |
Other Current Liabilitiesand Other Non Current Liabilities [Member] | |||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | |||
Accrued Interest Payable | 790,906 | 9,051,650 | 2,819,594 |
Contingent Consideration | 87,893 | 8,951,801 | 774,000 |
Derivatives | 5,707,715 | 546,076 | |
Other Current Liabilities | 14,135,611 | 1,728,854 | $ 52,786 |
Total Other Current Liabilities | $ 20,722,125 | $ 20,278,381 |
OTHER CURRENT LIABILITIES (De_2
OTHER CURRENT LIABILITIES (Details 1) | 9 Months Ended |
Mar. 27, 2021shares | |
Subsidiary, Sale of Stock [Line Items] | |
Number of Warrants | 71,480,909 |
Equity Financing [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of Warrants | 7,840,909 |
Equity Financing 1 [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of Warrants | 13,640,000 |
Private Placement [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of Warrants | 50,000,000 |
OTHER CURRENT LIABILITIES (De_3
OTHER CURRENT LIABILITIES (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Other Liabilities Disclosure [Abstract] | ||||
Balance at Beginning of Period | $ 546,076 | |||
Initial Recognition of Derivative Liabilities | 7,228,134 | |||
Change in Fair Value of Derivative Liabilities | (2,066,495) | $ (8,041,429) | $ (8,797,409) | $ (3,908,722) |
Balance at End of Period | $ 5,707,715 | $ 546,076 |
OTHER CURRENT LIABILITIES (De_4
OTHER CURRENT LIABILITIES (Details 3) - $ / shares | 9 Months Ended | 12 Months Ended | |
Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | |
Other Liabilities Disclosure [Abstract] | |||
Expected Stock Price Volatility | 90.01% | 83.30% | 72.00% |
Risk-Free Annual Interest Rate | 0.06% | 10.68% | |
Expected Life | 1 year | ||
Share Price | $ 0.33 | ||
Exercise Price | $ 0.40 |
LEASES (Details)
LEASES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Finance Lease Cost: | ||||||
Amortization of Finance Lease Right-of-Use Assets | $ 438,557 | $ 586,376 | $ 835,497 | $ 3,203,300 | ||
Interest on Lease Liabilities | 2,077,724 | 1,635,017 | 4,061,842 | 4,617,716 | $ 6,262,019 | |
Operating Lease Cost | 7,512,753 | 6,377,596 | 20,935,916 | 19,076,003 | 30,661,411 | |
Total Lease Expenses | 10,029,034 | 8,598,989 | 25,833,255 | 26,897,019 | 39,675,453 | |
(Gain) and Loss on Sale and Leaseback Transactions, Net | (704,207) | (704,207) | ||||
Cash Paid for Amounts Included in the Measurement of Lease Liabilities: | ||||||
Financing Cash Flows from Finance Leases | 509,844 | 807,432 | 1,785,282 | |||
Operating Cash Flows from Operating Leases | 1,712,630 | 1,625,567 | 15,611,252 | 16,892,734 | 27,304,389 | |
Non-Cash Additions to Right-of-Use Assets and Lease Liabilities: | ||||||
Recognition of Right-of-Use Assets for Finance Leases | 45,614,041 | 45,614,041 | ||||
Recognition of Right-of-Use Assets for Operating Leases | $ 8,131,728 | $ 144,602,158 | 152,141,639 | |||
Amortization of Finance Lease Right-of-Use Assets | 2,752,022 | |||||
Interest on Lease Liabilities | $ 6,262,019 | |||||
Weighted-Average Remaining Lease Term (Years) - Finance Leases | 48 years | |||||
Weighted-Average Remaining Lease Term (Years) - Operating Leases | 9 years | |||||
Weighted-Average Discount Rate - Finance Leases | 0.06% | 10.68% | ||||
Weighted-Average Discount Rate - Operating Leases | 12.15% |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 |
Leases [Abstract] | ||
June 26, 2021 | $ 5,504,585 | $ 34,049,336 |
June 26, 2021 | 1,302,684 | 1,439,200 |
June 25, 2022 | 22,989,719 | 34,040,450 |
June 25, 2022 | 5,324,591 | 1,579,608 |
June 24, 2023 | 23,241,907 | 34,224,191 |
June 24, 2023 | 5,484,327 | 1,790,448 |
June 29, 2024 | 27,249,872 | 31,289,161 |
June 29, 2024 | 9,860,306 | 2,021,743 |
June 28, 2025 | 21,096,035 | 30,837,827 |
June 28, 2025 | 6,522,077 | 2,279,010 |
Thereafter | 102,173,727 | 134,553,668 |
December 27, 2026 and Thereafter | 1,076,074,995 | 51,479,265 |
Total lease payment | 202,255,845 | 298,994,663 |
Total lease payment | 1,104,568,980 | $ 60,589,274 |
Less: Interest | (96,771,980) | |
Less: Interest | (1,075,923,388) | |
Present Value of Lease Liabilities | 105,483,865 | |
Present Value of Lease Liabilities | $ 28,645,592 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | Sep. 16, 2020 | Jul. 02, 2020 | |
Related Party Transaction [Line Items] | |||||
Finance Weighted-average remaining lease term | 48 years | ||||
Finance lease discount rate | 17.77% | ||||
Operating Weighted-average remaining lease term | 5 years | ||||
Operating lease discount rate | 10.25% | ||||
Accrued interest | 8.60% | ||||
Warrants issued | 30,000,000 | ||||
Operating and finance Right-of-use assets | $ 153,851,114 | $ 24,852,891 | |||
Impairement of right-of-use assets | $ 19,785,621 | ||||
Description of Lessor Leasing Arrangements, Operating Leases | The leases expire through 2038 and contain certain renewal provisions with implied interest rates ranging from 19.2% through 11.7%. The operating leases require monthly payments ranging from $446 to $195,780. | ||||
Description of monthly payments | Certain lease monthly payments may escalate up to 3.0% each year, other lease monthly payments will increase to the greater of 3.0% or the consumer price index from the United States Department of Labor in which variability is included within the current and noncurrent operating lease liabilities. | ||||
REIT [Member] | |||||
Related Party Transaction [Line Items] | |||||
Warrants issued | 3,500,000 | ||||
Exercisable price | $ 0.34 | ||||
Gain on lease modification | $ 16,274,615 | ||||
Proceeds from related party | $ 20,400,000 | $ 96,373,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Transfer of Financial Assets Accounted for as Sales [Line Items] | |||
Finance liabilities incurred on various dates between January 2019 through September 2019 with implied interest rates ranging from 0.7% to 17.0% per annum | $ 204,770 | $ 1,644,044 | |
Total notes Payables | 92,845,744 | 152,809,937 | $ 150,749,037 |
Convertible Notes Payable [Member] | |||
Transfer of Financial Assets Accounted for as Sales [Line Items] | |||
Finance liabilities incurred on various dates between January 2019 through September 2019 with implied interest rates ranging from 0.7% to 17.0% per annum | 83,400,000 | 83,576,661 | 71,538,352 |
Non-revolving, senior secured term notes dated between October 1, 2018 and September 16, 2020, issued to accredited investors, which mature on January 31, 2022, and bear interest at a rate of 15.5% and 18.0% per annum | 104,436,180 | 77,675,000 | 77,675,000 |
Convertible debentures | 5,000,000 | ||
Promissory notes dated between January 15, 2019 through March 29, 2019, issued for deferred payments on acquisitions, which mature on varying dates from August 3, 2019 to June 30, 2020 and bear interest at rates ranging from 8.0% to 9.0% per annum | 3,762,500 | 16,173,250 | 26,750,000 |
Secured promissory note dated November 27, 2019, issued to refinance property acquisition loans, which matures on May 31, 2020 and bears interest at a rate of 9.5% per annum | 6,050,000 | ||
Promissory notes dated November 7, 2018, issued to Lessor for tenant improvements as part of sales and leaseback transactions, which mature on November 7, 2028, bear interest at a rate of 10.0% per annum and require minimum monthly payments of $15,660 an | 2,233,720 | 2,339,564 | 2,484,357 |
Other. | 15,418 | 15,418 | 21,120 |
Total notes Payables | 198,847,818 | 179,779,893 | 184,518,829 |
Less. Unamortization Debt Issuance Cost an Loan Origination Fess | (8,832,434) | (10,781,288) | (11,771,270) |
Net Amount | 190,015,384 | 168,998,605 | 172,747,559 |
Less Current Portion of Notes Payable | (97,169,640) | (16,188,668) | (21,998,522) |
Notes Payables, net of Current Portion | $ 92,845,744 | $ 152,809,937 | $ 150,749,037 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - USD ($) | Sep. 14, 2020 | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||
Payment of Amendment Fee | $ (834,000) | |||
Payment of Amendment Fee | 834,000 | |||
Shares Issued for Debt Issuance Costs | $ 468,564 | 32,744,770 | $ 3,802,381 | |
Shares Issued for Debt Issuance Costs | $ (468,564) | (32,744,770) | (3,802,381) | |
Shares Issued to Settle Debt | $ (5,255,172) | |||
Notes Payable [Member] | ||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||
Balance at beginning of period Notes payables | 168,998,605 | 172,747,559 | 55,946,959 | |
Cash additions | 15,830,279 | 13,850,000 | 166,243,539 | |
Non-cash Addition-Debt modification | 877,439 | 1,000,000 | ||
Debt discount Recognized on modifacation | (977,370) | (1,000,000) | ||
Extinguishment of Debt | (12,173,250) | |||
Paid in kind interest Capitalized | 15,178,462 | |||
Cash payments | (660,094) | (14,779,091) | (55,007,057) | |
Equity Components of debt | (5,583,407) | (5,331,969) | (13,590,104) | |
Cash paid for debt issuance costs | 99,931 | |||
Accretion of Debt Discount included in Discontinued Operations | 5,834,043 | |||
Accreation of debt discount | 2,590,746 | 6,895,051 | 7,848,740 | |
Balance at ending of period Notes payables | 190,015,384 | 168,998,605 | 172,747,559 | |
Less Current portion of notes payables | (97,169,640) | (16,188,668) | (21,998,522) | |
Notes payable, Net of Current portion | 92,845,744 | 152,809,937 | 150,749,037 | |
Balance at ending of period Notes payables | $ 190,015,384 | 168,998,605 | 172,747,559 | |
Non-Cash Additions - Business Acquisition | 26,750,000 | |||
Payment of Amendment Fee | (500,000) | |||
Payment of Amendment Fee | 500,000 | |||
Shares Issued for Debt Issuance Costs | 1,857,431 | |||
Shares Issued for Debt Issuance Costs | (1,857,431) | |||
Conversion of Convertible Debentures | 3,802,381 | |||
Conversion of Convertible Debentures | (3,802,381) | |||
Shares Issued to Settle Debt | (4,393,342) | (8,929,288) | ||
Cash paid for debt issuance costs | (61,500) | (2,019,472) | ||
Non-Cash Loss on Extinguishment of Debt | $ 571,897 | $ 1,164,054 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Apr. 08, 2020 | Jan. 13, 2020 | Dec. 17, 2020 | Nov. 20, 2020 | Sep. 16, 2020 | Mar. 27, 2020 | Jan. 30, 2020 | Mar. 22, 2019 | Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | Oct. 30, 2020 | Sep. 29, 2020 | Jul. 02, 2020 | Dec. 10, 2019 | Jul. 12, 2019 | Dec. 05, 2018 | Oct. 03, 2018 |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Principal term Loan | $ 3,000,000 | $ 7,705,279 | $ 3,000,000 | ||||||||||||||||||
Amendment fee | $ 834,000 | ||||||||||||||||||||
Warrants exercisable, issued | 20,227,863 | ||||||||||||||||||||
Warrants exercisable, per share | $ 0.34 | ||||||||||||||||||||
Existing warrants, cancelled | 20,227,863 | ||||||||||||||||||||
Warrants exercise price | $ 0.60 | ||||||||||||||||||||
Maturity Date | Sep. 16, 2025 | Dec. 31, 2022 | |||||||||||||||||||
Additional debt discount | $ 5,331,969 | $ 542,986 | $ 906,436 | ||||||||||||||||||
Warrants issued | 30,000,000 | ||||||||||||||||||||
Increase in additional paid in capital | $ 405,480 | $ 892,713,747 | 892,713,747 | $ 791,172,613 | |||||||||||||||||
Loss on extinguishment | 6,420,526 | $ 11,570,696 | 17,493,887 | $ 43,800,931 | $ 44,355,401 | $ 1,164,054 | |||||||||||||||
Gain on disposal of assets | 394,621 | 779,198 | $ 226,335 | ||||||||||||||||||
Fair value of warrant issued | $ 799,949 | ||||||||||||||||||||
Issuance of subordinate voting shares, shares | 6,801,790 | ||||||||||||||||||||
Purchase price per share | $ 0.43 | $ 5.28 | |||||||||||||||||||
Description of cancellation of warrant | Convertible Facility will bear interest from their date of issue at LIBOR plus 6.0% per annum. During the first twelve months, interest may be paid-in-kind (“PIK”) at the Company’s option such that any amount of PIK interest will be added to the outstanding principal of the Convertible Facility. The Company shall have the right after the first year, to prepay the outstanding principal amount of the Convertible Facility prior to maturity, in whole or in part, upon payment of 105% of the principal amount in the second year and 103% of the principal amount thereafter. The Notes (including all accrued interest and fees thereon) will be convertible, at the option of the holder, into Subordinate Voting Shares at any time prior to the close of business on the last business day immediately preceding the Maturity Date. | All Notes will have a maturity date of 36 months from the Closing Date (the “Maturity Date”), with a 12-month extension feature available to the Company on certain conditions, including payment of an extension fee of 1.0% of the principal amount under the outstanding Notes. All Notes will bear interest from their date of issue at LIBOR plus 6.0% per annum. During the first 12 months, interest may be paid-in-kind (“PIK”) at the Company’s option such that any amount of PIK interest will be added to the outstanding principal of the Notes. The Company shall have the right after the first year, to prepay the outstanding principal amount of the Notes prior to maturity, in whole or in part, upon payment of 105% of the principal amount in the second year and 103% of the principal amount thereafter. | |||||||||||||||||||
Loss on extinguishment of debt | $ 1,070,688,300 | $ 456,830 | |||||||||||||||||||
Issuance of subordinate voting shares, amount | 5,255,172 | ||||||||||||||||||||
Accured interest | $ 405,000 | ||||||||||||||||||||
Kannaboost Technology Inc. [Member] | |||||||||||||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Debt amendment description | Company amended the secured promissory note issued in connection with the acquisition of Kannaboost Technology Inc. and CSI Solutions LLC (collectively referred to as “Level Up”) wherein the principal amount was amended from $12,000,000 to $13,000,000 and the maturity date was extended to April 8, 2020. On February 10, 2020 | ||||||||||||||||||||
Extension fees | $ 500,000 | ||||||||||||||||||||
Loss on extinguishment of debt | $ 571,897 | ||||||||||||||||||||
Rate of interest | 9.00% | ||||||||||||||||||||
MM CAN USA [Member] | Stable Road Capital [Member] | |||||||||||||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Issuance of subordinate voting shares, shares | 8,105,642 | ||||||||||||||||||||
Purchase price per share | $ 4.97 | ||||||||||||||||||||
Additional warrants issued | 511,628 | ||||||||||||||||||||
Purchase price per share of additional warrant | $ 4.73 | ||||||||||||||||||||
October 1, 2018 [Member] | MM CAN USA [Member] | |||||||||||||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Issuance of subordinate voting shares, shares | 8,105,642 | ||||||||||||||||||||
Purchase price per share | $ 4.97 | ||||||||||||||||||||
Additional warrants issued | 511,628 | ||||||||||||||||||||
Purchase price per share of additional warrant | $ 4.73 | ||||||||||||||||||||
Amendment To Promissory Note [Member] | |||||||||||||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Maturity Date | Apr. 1, 2022 | ||||||||||||||||||||
Principal amount | $ 3,500,000 | $ 3,500,000 | |||||||||||||||||||
Interest rate | 9.00% | ||||||||||||||||||||
Loss on extinguishment | $ 2,410,504 | ||||||||||||||||||||
Acquisition Promissory Note [Member] | |||||||||||||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Gain on disposal of assets | $ 13,375,430 | ||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Warrants exercisable, issued | 3,293,413 | ||||||||||||||||||||
Warrants exercise price | $ 0.21 | ||||||||||||||||||||
Interest rate | 7.50% | ||||||||||||||||||||
Proceeds convertible debenture | $ 10,000,000 | ||||||||||||||||||||
Additional tranches amount | 1,000,000 | ||||||||||||||||||||
Maximum tranche amount | $ 10,000,000 | ||||||||||||||||||||
Interest paid | 7.50% | ||||||||||||||||||||
Voting share, greater than | $ 0.25 | ||||||||||||||||||||
Conversion price | $ 0.17 | ||||||||||||||||||||
Conversion of debt Amount | $ 1,000,000 | ||||||||||||||||||||
Notes Payable [Member] | |||||||||||||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Amendment fee | $ 500,000 | ||||||||||||||||||||
Issuance of subordinate voting shares, amount | 4,393,342 | $ 8,929,288 | |||||||||||||||||||
Tranche 5 [Member] | |||||||||||||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Increase in funds under facility | $ 12,000,000 | ||||||||||||||||||||
Warrants issued | 5,700,000 | 77,052,790 | |||||||||||||||||||
Description | The additional amounts are funded through incremental term loans at an interest rate of 18.0% per annum wherein 12.0% shall be paid in cash monthly in arrears and 6.0% shall accrue monthly as payment-in-kind. In connection with each incremental draw under the amended Facility, the Company shall issue warrants equal to 200% of the incremental term loan amount, divided by the greater of (a) $0.20 per share and (b) 115% multiplied | ||||||||||||||||||||
Tranche 2 [Member] | |||||||||||||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Warrants exercisable, issued | 3,777,475 | ||||||||||||||||||||
Warrants exercise price | $ 0.17 | ||||||||||||||||||||
Purchase price per share | $ 3.16 | ||||||||||||||||||||
Tranche 3 [Member] | |||||||||||||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Warrants exercisable, issued | 3,592,425 | ||||||||||||||||||||
Warrants exercise price | $ 0.17 | ||||||||||||||||||||
Unsecured convertible debt | $ 1,000,000 | ||||||||||||||||||||
Debt conversion price | $ 0.15 | ||||||||||||||||||||
Purchase price per share | $ 1.01 | ||||||||||||||||||||
Tranche 4 [Member] | |||||||||||||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Warrants exercisable, issued | 3,597,100 | ||||||||||||||||||||
Warrants exercise price | $ 0.18 | ||||||||||||||||||||
Unsecured convertible debt | $ 1,000,000 | ||||||||||||||||||||
Debt conversion price | $ 0.15 | ||||||||||||||||||||
Hankey Capital [Member] | |||||||||||||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Principal term Loan | $ 77,675,000 | $ 77,675,000 | $ 77,675,000 | ||||||||||||||||||
Rate of Interest | 15.50% | 15.50% | 7.50% | ||||||||||||||||||
Description | Company may prepay the amounts outstanding, on a non-revolving basis, at any time and from time to time, in whole or in part, without penalty. The amendment secured the Facility by a pledge of 100% of the equity interest in Project Compassion NY, LLC, which includes MedMen NY, Inc. and MMOF NY Retail, LLC. | ||||||||||||||||||||
Prepayment penalty, percentage | 1.00% | ||||||||||||||||||||
Description of cancellation of warrant | Company cancelled the existing 16,211,284 and 1,023,256 warrants issued to the lenders exercisable at $4.97 and $4.73 per share, respectively, representing 100% of the loan amount. The Company issued new warrants to the lenders totaling 40,455,729 warrants exercisable at $0.60 per share until December 31, 2022. | ||||||||||||||||||||
Hankey Capital [Member] | October 1, 2018 [Member] | |||||||||||||||||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||||||||||||||||
Senior secured term loan facility | $ 73,275,000 |
SENIOR SECURED CONVERTIBLE CR_3
SENIOR SECURED CONVERTIBLE CREDIT FACILITY (Details) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total Drawn On Senior Secured Convertible Credit Facility | $ 214,962,900 | $ 187,431,400 | $ 100,000,000 |
Less Unamortize Debt Discount | (57,897,490) | (21,062,937) | (13,144,585) |
Senior Secured Convertible Credit Facility Net | 157,065,410 | 166,368,463 | 86,855,415 |
Secured Convertible Note [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total Drawn On Senior Secured Convertible Credit Facility | 20,674,403 | 21,660,583 | 20,000,000 |
Secured Convertible Note 1 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total Drawn On Senior Secured Convertible Credit Facility | 89,039,556 | 86,053,316 | 80,000,000 |
Secured Convertible Note 2 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total Drawn On Senior Secured Convertible Credit Facility | 28,953,899 | 26,570,948 | |
Secured Convertible Note 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total Drawn On Senior Secured Convertible Credit Facility | 11,211,533 | 10,288,815 | |
Secured Convertible Note 4 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total Drawn On Senior Secured Convertible Credit Facility | 13,609,724 | 12,500,000 | |
Secured Convertible Note 5 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total Drawn On Senior Secured Convertible Credit Facility | 21,165,550 | 19,423,593 | |
Secured Convertible Note 6 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total Drawn On Senior Secured Convertible Credit Facility | 2,959,951 | 2,734,282 | |
Secured Convertible Note 7 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total Drawn On Senior Secured Convertible Credit Facility | 5,724,068 | ||
Secured Convertible Note 8 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total Drawn On Senior Secured Convertible Credit Facility | 8,513,121 | 8,199,863 | |
Secured Convertible Note 9 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total Drawn On Senior Secured Convertible Credit Facility | 1,979,156 | ||
Secured Convertible Note 10 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total Drawn On Senior Secured Convertible Credit Facility | $ 11,131,939 |
SENIOR SECURED CONVERTIBLE CR_4
SENIOR SECURED CONVERTIBLE CREDIT FACILITY (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | |
Senior Secured Convertible, Total [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at beginning of period Notes payables | $ 166,368,463 | $ 86,855,415 | |
Cash additions | 16,357,691 | 50,000,000 | 100,000,000 |
Repayments | (8,000,000) | ||
Repayments | 8,000,000 | ||
Principal Reallocation | |||
Fees Capitalized to Debt Related to Debt Modifications | (1,405,691) | 27,184,145 | |
Paid-In-Kind Interest Capitalized | 17,154,037 | 10,247,255 | |
Net Effect on Debt from Extinguishment | 11,073,362 | ||
Net Effect on Equity Component of New and Amended Debt | (56,150,973) | (8,287,146) | (7,548,720) |
Cash Paid for Debt Issuance Costs | 375,000 | 1,798,122 | 2,076,757 |
Cash Paid for Debt Issuance Costs | (375,000) | (1,798,122) | (2,076,757) |
Amortization of Debt Discounts | 12,043,520 | 2,166,916 | 460,011 |
Balance at ending of period Notes payables | 157,065,410 | 166,368,463 | 86,855,415 |
Shares Issued for Debt Issuance Costs | (3,979,119) | ||
Tranche 1 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at beginning of period Notes payables | 102,833,447 | 86,855,415 | |
Cash additions | 100,000,000 | ||
Repayments | (8,000,000) | ||
Repayments | 8,000,000 | ||
Principal Reallocation | 585,058 | ||
Fees Capitalized to Debt Related to Debt Modifications | |||
Paid-In-Kind Interest Capitalized | 9,396,021 | 7,713,899 | |
Net Effect on Debt from Extinguishment | 4,812,996 | ||
Net Effect on Equity Component of New and Amended Debt | (23,562,662) | 6,942,719 | (7,548,720) |
Cash Paid for Debt Issuance Costs | 2,076,757 | ||
Cash Paid for Debt Issuance Costs | (2,076,757) | ||
Amortization of Debt Discounts | 5,394,019 | 1,321,414 | 460,011 |
Balance at ending of period Notes payables | 91,458,879 | 102,833,447 | 86,855,415 |
Shares Issued for Debt Issuance Costs | (3,979,119) | ||
Tranche 2 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at beginning of period Notes payables | 25,352,687 | ||
Cash additions | 25,000,000 | ||
Repayments | |||
Repayments | |||
Principal Reallocation | (3,276) | ||
Fees Capitalized to Debt Related to Debt Modifications | |||
Paid-In-Kind Interest Capitalized | 2,386,229 | 1,570,948 | |
Net Effect on Debt from Extinguishment | 962,750 | ||
Net Effect on Equity Component of New and Amended Debt | (6,147,968) | (1,137,637) | |
Cash Paid for Debt Issuance Costs | 482,998 | ||
Cash Paid for Debt Issuance Costs | (482,998) | ||
Amortization of Debt Discounts | 1,282,359 | 402,374 | |
Balance at ending of period Notes payables | 23,832,781 | 25,352,687 | |
Shares Issued for Debt Issuance Costs | |||
Tranche 3 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at beginning of period Notes payables | 9,680,433 | ||
Cash additions | 10,000,000 | ||
Repayments | |||
Repayments | |||
Principal Reallocation | (1,277) | ||
Fees Capitalized to Debt Related to Debt Modifications | |||
Paid-In-Kind Interest Capitalized | 923,996 | 288,815 | |
Net Effect on Debt from Extinguishment | 497,175 | ||
Net Effect on Equity Component of New and Amended Debt | (2,480,673) | (172,786) | |
Cash Paid for Debt Issuance Costs | 641,689 | ||
Cash Paid for Debt Issuance Costs | (641,689) | ||
Amortization of Debt Discounts | 531,455 | 206,093 | |
Balance at ending of period Notes payables | 9,151,109 | 9,680,433 | |
Shares Issued for Debt Issuance Costs | |||
Tranche 4 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at beginning of period Notes payables | 2,455,231 | ||
Cash additions | 15,000,000 | ||
Repayments | |||
Repayments | |||
Principal Reallocation | (404,451) | ||
Fees Capitalized to Debt Related to Debt Modifications | 234,282 | ||
Paid-In-Kind Interest Capitalized | 1,115,478 | ||
Net Effect on Debt from Extinguishment | 2,167,870 | ||
Net Effect on Equity Component of New and Amended Debt | (2,839,499) | (12,161,866) | |
Cash Paid for Debt Issuance Costs | 673,435 | ||
Cash Paid for Debt Issuance Costs | (673,435) | ||
Amortization of Debt Discounts | 1,057,893 | 56,250 | |
Balance at ending of period Notes payables | 1,383,982 | 2,455,231 | |
Shares Issued for Debt Issuance Costs | |||
Incremental Advance - 1 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at beginning of period Notes payables | 2,168,540 | ||
Cash additions | |||
Repayments | |||
Repayments | |||
Principal Reallocation | (340) | ||
Fees Capitalized to Debt Related to Debt Modifications | |||
Paid-In-Kind Interest Capitalized | 226,009 | ||
Net Effect on Debt from Extinguishment | (453,979) | ||
Net Effect on Equity Component of New and Amended Debt | (1,296,844) | ||
Cash Paid for Debt Issuance Costs | |||
Cash Paid for Debt Issuance Costs | |||
Amortization of Debt Discounts | 414,622 | ||
Balance at ending of period Notes payables | 1,058,008 | 2,168,540 | |
Incremental Advance - 2 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at beginning of period Notes payables | |||
Cash additions | 5,420,564 | ||
Repayments | |||
Repayments | |||
Principal Reallocation | (589) | ||
Fees Capitalized to Debt Related to Debt Modifications | (468,564) | ||
Paid-In-Kind Interest Capitalized | 303,299 | ||
Net Effect on Debt from Extinguishment | |||
Net Effect on Equity Component of New and Amended Debt | (3,239,507) | ||
Cash Paid for Debt Issuance Costs | 175,000 | ||
Cash Paid for Debt Issuance Costs | (175,000) | ||
Amortization of Debt Discounts | 726,545 | ||
Balance at ending of period Notes payables | 2,566,748 | ||
Advance 3rd [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at beginning of period Notes payables | |||
Cash additions | 10,937,127 | ||
Repayments | |||
Repayments | |||
Principal Reallocation | |||
Fees Capitalized to Debt Related to Debt Modifications | (937,127) | ||
Paid-In-Kind Interest Capitalized | 194,812 | ||
Net Effect on Debt from Extinguishment | |||
Net Effect on Equity Component of New and Amended Debt | (7,694,405) | ||
Cash Paid for Debt Issuance Costs | 200,000 | ||
Cash Paid for Debt Issuance Costs | (200,000) | ||
Amortization of Debt Discounts | 565,258 | ||
Balance at ending of period Notes payables | 2,865,665 | ||
Amendment Fee Notes [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at beginning of period Notes payables | 18,964,600 | ||
Cash additions | |||
Repayments | |||
Repayments | |||
Principal Reallocation | (2,395) | ||
Fees Capitalized to Debt Related to Debt Modifications | 18,750,000 | ||
Paid-In-Kind Interest Capitalized | 1,744,352 | 673,593 | |
Net Effect on Debt from Extinguishment | 455,792 | ||
Net Effect on Equity Component of New and Amended Debt | (4,337,438) | (511,900) | |
Cash Paid for Debt Issuance Costs | |||
Cash Paid for Debt Issuance Costs | |||
Amortization of Debt Discounts | 971,013 | 52,907 | |
Balance at ending of period Notes payables | 17,795,924 | 18,964,600 | |
Shares Issued for Debt Issuance Costs | |||
Restatement Fee Notes [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at beginning of period Notes payables | 7,082,065 | ||
Cash additions | |||
Repayments | |||
Repayments | |||
Principal Reallocation | (24,084) | ||
Fees Capitalized to Debt Related to Debt Modifications | 8,199,863 | ||
Paid-In-Kind Interest Capitalized | 736,039 | ||
Net Effect on Debt from Extinguishment | 630,758 | ||
Net Effect on Equity Component of New and Amended Debt | (4,551,977) | (1,245,676) | |
Cash Paid for Debt Issuance Costs | |||
Cash Paid for Debt Issuance Costs | |||
Amortization of Debt Discounts | 1,099,158 | 127,878 | |
Balance at ending of period Notes payables | 4,971,959 | 7,082,065 | |
Shares Issued for Debt Issuance Costs | |||
2nd Restatement Fee Notes [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at beginning of period Notes payables | |||
Cash additions | |||
Repayments | |||
Repayments | |||
Principal Reallocation | (148,646) | ||
Fees Capitalized to Debt Related to Debt Modifications | |||
Paid-In-Kind Interest Capitalized | 127,802 | ||
Net Effect on Debt from Extinguishment | 2,000,000 | ||
Net Effect on Equity Component of New and Amended Debt | |||
Cash Paid for Debt Issuance Costs | |||
Cash Paid for Debt Issuance Costs | |||
Amortization of Debt Discounts | 1,198 | ||
Balance at ending of period Notes payables | $ 1,980,354 |
SENIOR SECURED CONVERTIBLE CR_5
SENIOR SECURED CONVERTIBLE CREDIT FACILITY (Details Narrative) - USD ($) | Sep. 14, 2020 | Aug. 12, 2019 | Jul. 12, 2019 | Sep. 16, 2020 | Jun. 27, 2020 | Mar. 27, 2020 | Oct. 29, 2019 | Jun. 29, 2019 | Mar. 22, 2019 | Mar. 27, 2021 | Sep. 26, 2020 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | Dec. 10, 2019 | Dec. 05, 2018 |
Debt Instrument [Line Items] | ||||||||||||||||||
Secured convertible notes | $ 6,723,954 | |||||||||||||||||
Amendment fee | 834,000 | |||||||||||||||||
Conversion price | $ 0.20 | $ 0.17 | ||||||||||||||||
Loss on Extinguishment of Debt | $ 6,420,526 | $ 11,570,696 | 17,493,887 | $ 43,800,931 | $ 44,355,401 | $ 1,164,054 | ||||||||||||
Exercise price | $ 0.43 | $ 5.28 | ||||||||||||||||
Debt instrument maturity description | Convertible Facility will bear interest from their date of issue at LIBOR plus 6.0% per annum. During the first twelve months, interest may be paid-in-kind (“PIK”) at the Company’s option such that any amount of PIK interest will be added to the outstanding principal of the Convertible Facility. The Company shall have the right after the first year, to prepay the outstanding principal amount of the Convertible Facility prior to maturity, in whole or in part, upon payment of 105% of the principal amount in the second year and 103% of the principal amount thereafter. The Notes (including all accrued interest and fees thereon) will be convertible, at the option of the holder, into Subordinate Voting Shares at any time prior to the close of business on the last business day immediately preceding the Maturity Date. | All Notes will have a maturity date of 36 months from the Closing Date (the “Maturity Date”), with a 12-month extension feature available to the Company on certain conditions, including payment of an extension fee of 1.0% of the principal amount under the outstanding Notes. All Notes will bear interest from their date of issue at LIBOR plus 6.0% per annum. During the first 12 months, interest may be paid-in-kind (“PIK”) at the Company’s option such that any amount of PIK interest will be added to the outstanding principal of the Notes. The Company shall have the right after the first year, to prepay the outstanding principal amount of the Notes prior to maturity, in whole or in part, upon payment of 105% of the principal amount in the second year and 103% of the principal amount thereafter. | ||||||||||||||||
Convertible notes | $ 468,564 | 32,744,770 | 3,802,381 | |||||||||||||||
Fair value of warrant issued | 799,949 | |||||||||||||||||
Financing fees | 882,742 | $ 3,404,080 | 5,612,825 | 11,232,164 | ||||||||||||||
Issuance of subordinate voting share, amount | $ 18,885,912 | $ 50,193,938 | 50,193,938 | |||||||||||||||
Incremental advance | $ 250,000,000 | $ 10,000,000,000 | 250,000,000 | |||||||||||||||
Amendment Description | The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. | |||||||||||||||||
Incremental replacement warrants issued, amount | 13,500,000,000 | |||||||||||||||||
Loss on extinguishment of debt | $ 1,070,688,300 | $ 456,830 | ||||||||||||||||
Board of Director [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal amount | $ 2,500,000,000 | |||||||||||||||||
Tranche 1 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Exercise price | $ 3.72 | |||||||||||||||||
Warrant issued | 10,086,066 | |||||||||||||||||
Additional Warrant Issued | $ 4,291,375,200 | |||||||||||||||||
Exercise price of additional warrant issued | $ 4.29 | |||||||||||||||||
Fair value of warrant issued | $ 754,872,000 | |||||||||||||||||
Financing fees | $ 227,675,700 | |||||||||||||||||
Issuance of subordinate voting share, shares | 1,748,251 | |||||||||||||||||
Issuance of subordinate voting share, amount | $ 397,911,900 | |||||||||||||||||
Shares Issued for Debt Issuance Costs | 3,979,119 | |||||||||||||||||
Tranche 1A [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Withdrawal of money | 10,000,000,000 | 2,000,000,000 | ||||||||||||||||
Tranche 1B [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Withdrawal of money | $ 8,000,000,000 | |||||||||||||||||
Tranche 2 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Exercise price | $ 3.16 | |||||||||||||||||
Warrant issued | 2,967,708 | |||||||||||||||||
Additional Warrant Issued | $ 85,733,600 | |||||||||||||||||
Exercise price of additional warrant issued | $ 3.65 | |||||||||||||||||
Withdrawal of money | $ 2,500,000,000 | 2,500,000,000 | ||||||||||||||||
Shares Issued for Debt Issuance Costs | ||||||||||||||||||
Tranche 3 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Exercise price | $ 1.01 | |||||||||||||||||
Warrant issued | 3,708,772 | |||||||||||||||||
Additional Warrant Issued | $ 107,142,100 | |||||||||||||||||
Exercise price of additional warrant issued | $ 1.17 | |||||||||||||||||
Withdrawal of money | $ 5,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||||||
Shares Issued for Debt Issuance Costs | ||||||||||||||||||
Tranche 4 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Conversion price | $ 0.26 | |||||||||||||||||
Withdrawal of money | $ 7,500,000,000 | $ 1,250,000,000 | $ 15,000,000,000 | $ 11,500,000,000 | ||||||||||||||
Shares Issued for Debt Issuance Costs | ||||||||||||||||||
Amendment Description | The maximum funding capacity under the Convertible Facility, as amended on March 27, 2020 is $285,000,000 of which $135,000,000 had been drawn down in prior tranches. The final $25,000,000 is subject to acceptance by the Company. | Upon funding of the Tranche 4 Advance in the amount of $12,500,000 on March 27, 2020, the Company issued 48,076,923 Warrants with an exercise price of $0.26, representing 100% coverage of the Tranche 4 Advance. Additionally, in accordance with the Third Amendment, the Company cancelled 2,700,628 of the 21,605,061 Existing Warrants issued under Tranche 1, Tranche 2 and Tranche 3 and reissued 32,451,923 Replacement Warrants with an exercise price per share equal to $0.26. Upon funding of the Tranche 4 Advance on March 27, 2020, the conversion price for $20,499,657 of the convertible notes, representing 12.5% of each under Tranche 1, Tranche 2 and Tranche 3 was amended to $0.26 per Subordinate Voting Share. Upon funding of the incremental advance in the amount of $2,500,000 on April 24, 2020, the Company issued 9,615,385 warrants with an exercise price of $0.26. In addition, 540,128 Existing Warrants were cancelled and replaced with 6,490,385 warrants with an exercise price of $0.26 in accordance with the Third Amendment. | ||||||||||||||||
Tranche 4 [Member] | Minimum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Exercise price | $ 0.20 | |||||||||||||||||
Tranche 4 [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Exercise price | $ 0.40 | |||||||||||||||||
MM CAN USA [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Secured convertible notes | $ 25,000,000,000 | |||||||||||||||||
Proceeds from convertible debt | 10,000,000,000 | |||||||||||||||||
GGP [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loss on Extinguishment of Debt | $ 10,129,655 | |||||||||||||||||
November 1, 2020 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loss on Extinguishment of Debt | 943,706 | |||||||||||||||||
Amount of borrowing under convertible facility | $ 8,000,000 | $ 8,000,000 | ||||||||||||||||
GGP [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Secured convertible notes | $ 5,000,000 | $ 18,750,000 | $ 25,000,000,000 | |||||||||||||||
Conversion price | $ 1.28 | |||||||||||||||||
Exercise price | $ 0.20 | $ 2.95 | ||||||||||||||||
Warrant issued | 25,000,000 | |||||||||||||||||
Cancelled Shares | 1,080,255 | |||||||||||||||||
Warrants replaced | 16,875,001 | |||||||||||||||||
Debt instrument maturity description | the conversion price for 5.0% of the existing Notes outstanding prior to Tranche 4 and Incremental Advance (including paid-in-kind interest accrued on such Notes), being 5.0% of an aggregate principal amount of $170,729,923, was amended to $0.20 per share. | Company agreed to pay GGP 10% of the existing Notes outstanding prior to Tranche 4, including paid-in-kind interest accrued on such Notes (the “Existing Notes”), or $163,997,255, as a restatement fee (the “Restatement Fee”), of which the first 50% of the Restatement Fee was paid through the issuance of additional Notes in an aggregate principal amount equal to $8,199,863 at a conversion price of $0.26 (the “Restatement Fee Notes”). The remaining 50% of the Restatement Fee, or $8,199,863, will be due upon each Incremental Advance on a pro-rata basis of $87,500,000. | conversion of up to 75% of the then outstanding Notes if the VWAP of the Subordinate Voting Shares (converted to U.S. dollars) is at least $8.00 for any 20 consecutive trading day period, at a conversion price per Subordinate Voting Share equal to $8.00. If 75% of the then outstanding Notes are converted by the Company | |||||||||||||||
Withdrawal of money | $ 12,500,000,000 | |||||||||||||||||
Shares Issued for Debt Issuance Costs | $ 1,875,000,000 | |||||||||||||||||
Advance fees, percentage | 1.50% | |||||||||||||||||
GGP [Member] | On July 2, 2020[Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Secured convertible notes | $ 5,000,000 | |||||||||||||||||
Description of Amendments Penalty | the Convertible Facility with a 5% prepayment penalty until 2nd anniversary of the Fourth Amendment and 3% prepayment penalty thereafter. | |||||||||||||||||
Description Of Amendments | the conversion price for 52% of the tranches 1 through 3 and the first amendment fee notes outstanding under the Convertible Facility were amended to $0.34 per share. | |||||||||||||||||
Amendment fee | $ 2,000,000 | |||||||||||||||||
Conversion price | $ 0.28 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - shares | 9 Months Ended | 12 Months Ended | |
Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | |
Class of Warrant or Right [Line Items] | |||
Shares Issued to Settle Accounts Payable and Liabilities | 6,759,125 | ||
Stock Grant for Compensation | 35,157 | ||
MM CAN USA Class B Reedemable Units [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares issued and outstanding, Beginning of the period | 236,123,851 | 319,193,215 | 365,961,334 |
Cancellation of Super Voting Shares | |||
Shares Issued to Settle Accounts Payable and Liabilities | |||
Redemption of MedMen Corp Redemable Shares | (83,119,182) | (58,095,821) | |
Shares Issued for Vested Restricted Stock Units | |||
Stock Grant for Compensation | 49,818 | ||
Shares issued and outstanding, End of the period | 236,123,851 | 319,193,215 | |
Bought Deal Equity Financing | |||
At-the-Market Equity Financing Program | |||
Shares Issued to Settle Debt and Accrued Interest | 3,932,415 | ||
Debt Issuance Costs | |||
Redemption of LLC Redeemable Units | 4,274,566 | ||
Shares Issued for Other Assets | 72,464 | ||
Shares Issued for Acquisition Costs | 169,487 | ||
Acquisition of Non-Controlling Interest | |||
Shares Issued for Business Acquisition | |||
Asset Acquisitions | |||
Exercise of Warrants | 2,878,770 | ||
Shares issued for cash | |||
Shares Issued to Settle Contingent Consideration | |||
MM Enterprises USA Common Units [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares issued and outstanding, Beginning of the period | 725,016 | 725,016 | 1,570,064 |
Cancellation of Super Voting Shares | |||
Shares Issued to Settle Accounts Payable and Liabilities | |||
Redemption of MedMen Corp Redemable Shares | |||
Shares Issued for Vested Restricted Stock Units | |||
Stock Grant for Compensation | |||
Shares issued and outstanding, End of the period | 725,016 | 725,016 | |
Bought Deal Equity Financing | |||
At-the-Market Equity Financing Program | |||
Shares Issued to Settle Debt and Accrued Interest | |||
Debt Issuance Costs | |||
Redemption of LLC Redeemable Units | (9,841,559) | ||
Shares Issued for Other Assets | |||
Shares Issued for Acquisition Costs | |||
Acquisition of Non-Controlling Interest | |||
Shares Issued for Business Acquisition | |||
Asset Acquisitions | 8,996,511 | ||
Exercise of Warrants | |||
Shares issued for cash | |||
Shares Issued to Settle Contingent Consideration | |||
Subordinate Voting Shares [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares issued and outstanding, Beginning of the period | 403,907,218 | 173,010,922 | 45,215,976 |
Cancellation of Super Voting Shares | |||
Shares Issued to Settle Accounts Payable and Liabilities | 24,116,461 | ||
Redemption of MedMen Corp Redemable Shares | 83,119,182 | 58,095,821 | |
Shares Issued for Vested Restricted Stock Units | 333,479 | ||
Stock Grant for Compensation | 4,675,017 | 2,634,235 | |
Shares issued and outstanding, End of the period | 403,907,218 | 173,010,922 | |
Bought Deal Equity Financing | 29,321,818 | ||
At-the-Market Equity Financing Program | 9,789,300 | 5,168,500 | |
Shares Issued to Settle Debt and Accrued Interest | 6,801,790 | 632,130 | |
Debt Issuance Costs | 2,691,141 | ||
Redemption of LLC Redeemable Units | 329,548 | 5,566,993 | |
Shares Issued for Other Assets | 13,479,589 | 919,711 | |
Shares Issued for Acquisition Costs | 765,876 | 159,435 | |
Acquisition of Non-Controlling Interest | 9,736,870 | ||
Shares Issued for Business Acquisition | 5,112,263 | 10,875,929 | |
Asset Acquisitions | 7,373,034 | 1,658,884 | |
Exercise of Warrants | |||
Shares issued for cash | 61,596,792 | ||
Shares Issued to Settle Contingent Consideration | 13,737,444 | ||
Super Voting Shares [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares issued and outstanding, Beginning of the period | 815,295 | 1,630,590 | 1,630,590 |
Cancellation of Super Voting Shares | (815,295) | ||
Shares Issued to Settle Accounts Payable and Liabilities | |||
Redemption of MedMen Corp Redemable Shares | |||
Shares Issued for Vested Restricted Stock Units | |||
Stock Grant for Compensation | |||
Shares issued and outstanding, End of the period | 815,295 | 1,630,590 | |
Bought Deal Equity Financing | |||
At-the-Market Equity Financing Program | |||
Shares Issued to Settle Debt and Accrued Interest | |||
Debt Issuance Costs | |||
Redemption of LLC Redeemable Units | |||
Shares Issued for Other Assets | |||
Shares Issued for Acquisition Costs | |||
Acquisition of Non-Controlling Interest | |||
Shares Issued for Business Acquisition | |||
Asset Acquisitions | |||
Exercise of Warrants | |||
Shares issued for cash | |||
Shares Issued to Settle Contingent Consideration | |||
Subordinate Voting Shares [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares issued and outstanding, Beginning of the period | 403,907,218 | ||
Cancellation of Super Voting Shares | |||
Shares Issued for Cash | 57,800,000 | ||
Shares Issued to Settle Accounts Payable and Liabilities | 14,911,047 | ||
Shares Issued for Exercise of Warrants | |||
Redemption of MedMen Corp Redemable Shares | 133,969,228 | ||
Shares Issued for Vested Restricted Stock Units | 7,173,256 | ||
Shares Issued for Debt Amendment Fees | 4,305,148 | ||
Stock Grant for Compensation | 3,703,730 | ||
Shares issued and outstanding, End of the period | 625,769,627 | 403,907,218 | |
Super Voting Shares [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares issued and outstanding, Beginning of the period | 815,295 | ||
Cancellation of Super Voting Shares | (815,295) | ||
Shares Issued for Cash | |||
Shares Issued to Settle Accounts Payable and Liabilities | |||
Shares Issued for Exercise of Warrants | |||
Redemption of MedMen Corp Redemable Shares | |||
Shares Issued for Vested Restricted Stock Units | |||
Shares Issued for Debt Amendment Fees | |||
Stock Grant for Compensation | |||
Shares issued and outstanding, End of the period | 815,295 | ||
MM CAN USA Class B Reedemable Units [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares issued and outstanding, Beginning of the period | 236,123,851 | ||
Cancellation of Super Voting Shares | |||
Shares Issued for Cash | |||
Shares Issued to Settle Accounts Payable and Liabilities | |||
Shares Issued for Exercise of Warrants | 27,164,323 | ||
Redemption of MedMen Corp Redemable Shares | (133,969,228) | ||
Shares Issued for Vested Restricted Stock Units | |||
Shares Issued for Debt Amendment Fees | |||
Stock Grant for Compensation | |||
Shares issued and outstanding, End of the period | 129,318,946 | 236,123,851 | |
MM Enterprises USA Common Units [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares issued and outstanding, Beginning of the period | 725,016 | ||
Cancellation of Super Voting Shares | |||
Shares Issued for Cash | |||
Shares Issued to Settle Accounts Payable and Liabilities | |||
Shares Issued for Exercise of Warrants | |||
Redemption of MedMen Corp Redemable Shares | |||
Shares Issued for Vested Restricted Stock Units | |||
Shares Issued for Debt Amendment Fees | |||
Stock Grant for Compensation | |||
Shares issued and outstanding, End of the period | 725,016 | 725,016 |
SHAREHOLDERS' EQUITY (Details 1
SHAREHOLDERS' EQUITY (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | |
Related Party Transaction [Line Items] | |||
Current Assets | $ 11,508,499 | $ 8,683,444 | $ 4,386,891 |
Non-Current Assets | 20,951,366 | 25,159,815 | 11,887,701 |
Total Assets | 32,459,865 | 33,843,259 | 16,274,592 |
Current Liabilities | 22,952,000 | 24,058,824 | 13,379,828 |
Non-Current Liabilities | 10,214,005 | 15,004,985 | 1,344,479 |
Total Liabilities | 33,166,005 | 39,063,809 | 14,724,307 |
Non-Controlling Interest | (706,140) | (5,220,550) | 1,550,285 |
Revenues | 16,369,076 | 24,926,268 | 21,397,777 |
Net (Loss) Income Attributable to Non-Controlling Interest | 4,509,745 | (6,766,170) | (7,481,616) |
Venice Caregivers Foundation, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Current Assets | 1,197,557 | 1,233,188 | 1,793,174 |
Non-Current Assets | 13,045,511 | 16,867,824 | 6,133,804 |
Total Assets | 14,243,068 | 18,101,012 | 7,926,978 |
Current Liabilities | 10,836,220 | 12,831,161 | 6,375,156 |
Non-Current Liabilities | 7,827,937 | 11,196,585 | 1,344,479 |
Total Liabilities | 18,664,157 | 24,027,746 | 7,719,635 |
Non-Controlling Interest | (4,421,089) | (5,926,734) | 207,343 |
Revenues | 6,457,626 | 10,949,458 | 9,767,302 |
Net (Loss) Income Attributable to Non-Controlling Interest | 1,504,096 | (6,132,528) | (5,563,148) |
LAX Fund 2 Group, L.L.C [Member] | |||
Related Party Transaction [Line Items] | |||
Current Assets | 811,025 | 1,156,113 | |
Non-Current Assets | 2,925,798 | 3,259,563 | 1,753,897 |
Total Assets | 2,925,798 | 4,070,588 | 2,910,010 |
Current Liabilities | 9,032,248 | 7,481,953 | 5,203,258 |
Non-Current Liabilities | 2,386,061 | 2,662,078 | |
Total Liabilities | 11,418,309 | 10,144,031 | 5,203,258 |
Non-Controlling Interest | (8,492,511) | (6,073,443) | (2,293,248) |
Revenues | |||
Net (Loss) Income Attributable to Non-Controlling Interest | (2,422,184) | (3,777,079) | (5,264,296) |
Natures Cure, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Current Assets | 10,310,942 | 6,639,231 | 1,437,604 |
Non-Current Assets | 4,980,057 | 5,032,428 | 4,000,000 |
Total Assets | 15,290,999 | 11,671,659 | 5,437,604 |
Current Liabilities | 3,083,532 | 3,745,710 | 1,801,414 |
Non-Current Liabilities | 7 | 1,146,322 | |
Total Liabilities | 3,083,539 | 4,892,032 | 1,801,414 |
Non-Controlling Interest | 12,207,460 | 6,779,627 | 3,636,190 |
Revenues | 9,911,450 | 13,976,810 | 11,630,475 |
Net (Loss) Income Attributable to Non-Controlling Interest | $ 5,427,833 | $ 3,143,437 | $ 3,345,828 |
SHAREHOLDERS' EQUITY (Details 2
SHAREHOLDERS' EQUITY (Details 2) - USD ($) | Sep. 14, 2020 | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Related Party Transaction [Line Items] | ||||
Shares issued and Redeemable, Beginning of the period | $ (336,777,697) | |||
Net Income (Loss) | (26,105,114) | $ (279,266,058) | $ (188,840,766) | |
Equity Component on Debt and Debt Modification | 4,055,133 | 5,331,969 | ||
Deferred Tax Impact on Conversion Feature | $ (1,210,052) | |||
Redemption of MedMen Crop Redeemable Shares | (75,460,832) | |||
[custom:RedeemablesNoncontrollingInterestEquityCarryingAmount-2] | $ (435,498,562) | (336,777,697) | ||
Shares issued and Redeemable, Beginning of the period | (336,777,697) | (31,867,405) | 85,728,414 | |
Cash Contributions from Non-Controlling Members | $ (310,633) | $ 290,000 | ||
Stock Grant for Compensation | 35,157 | |||
Redemption of MedMen Crop Redeemable Shares | (32,192,800) | 7,683,232 | ||
Share-Based Compensation | $ 1,492,073 | $ 12,845,773 | ||
Shares issued and Redemption, End of the period | (336,777,697) | (31,867,405) | ||
Conversion of Convertible Debentures | $ 468,564 | 32,744,770 | 3,802,381 | |
Asset Acquisitions | 41,154,986 | |||
Fair Value of Warrants Issued for Debt | $ 13,590,104 | |||
Issuance of Equity for the Repayment of Notes Payable | 6,759,125 | |||
Exercise of Warrants | $ 8,521,268 | |||
Other Assets | 343,678 | |||
Acquisition Costs | 597,320 | |||
Acquisition of Non-Controlling Interest | 96,549 | |||
Redemption of LLC Redeemable Units | (24,439,469) | |||
Other Non Controlling Interests [Member] | ||||
Related Party Transaction [Line Items] | ||||
Net Income (Loss) | (30,614,859) | |||
Equity Component on Debt and Debt Modification | 4,055,133 | |||
Deferred Tax Impact on Conversion Feature | $ (1,210,052) | |||
Redemption of MedMen Crop Redeemable Shares | (75,460,832) | |||
Venice Caregivers Foundation, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares issued and Redeemable, Beginning of the period | $ (5,925,185) | |||
Net Income (Loss) | 1,504,096 | (6,132,528) | (5,563,148) | |
Equity Component on Debt and Debt Modification | ||||
Deferred Tax Impact on Conversion Feature | ||||
Redemption of MedMen Crop Redeemable Shares | ||||
[custom:RedeemablesNoncontrollingInterestEquityCarryingAmount-2] | $ (4,421,089) | (5,925,185) | ||
Shares issued and Redeemable, Beginning of the period | (5,925,185) | 207,343 | 5,770,491 | |
Cash Contributions from Non-Controlling Members | ||||
Stock Grant for Compensation | ||||
Redemption of MedMen Crop Redeemable Shares | ||||
Share-Based Compensation | ||||
Shares issued and Redemption, End of the period | (5,925,185) | 207,343 | ||
Conversion of Convertible Debentures | ||||
Asset Acquisitions | ||||
Fair Value of Warrants Issued for Debt | ||||
Issuance of Equity for the Repayment of Notes Payable | ||||
Exercise of Warrants | ||||
Other Assets | ||||
Acquisition Costs | ||||
Acquisition of Non-Controlling Interest | ||||
Redemption of LLC Redeemable Units | ||||
LAX Fund 2 Group, L.L.C [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares issued and Redeemable, Beginning of the period | (6,070,327) | |||
Net Income (Loss) | (2,422,184) | (3,777,079) | (5,264,296) | |
Equity Component on Debt and Debt Modification | ||||
Deferred Tax Impact on Conversion Feature | ||||
Redemption of MedMen Crop Redeemable Shares | ||||
[custom:RedeemablesNoncontrollingInterestEquityCarryingAmount-2] | $ (8,492,511) | (6,070,327) | ||
Shares issued and Redeemable, Beginning of the period | (6,070,327) | (2,293,248) | 2,971,048 | |
Cash Contributions from Non-Controlling Members | ||||
Stock Grant for Compensation | ||||
Redemption of MedMen Crop Redeemable Shares | ||||
Share-Based Compensation | ||||
Shares issued and Redemption, End of the period | (6,070,327) | (2,293,248) | ||
Conversion of Convertible Debentures | ||||
Asset Acquisitions | ||||
Fair Value of Warrants Issued for Debt | ||||
Issuance of Equity for the Repayment of Notes Payable | ||||
Exercise of Warrants | ||||
Other Assets | ||||
Acquisition Costs | ||||
Acquisition of Non-Controlling Interest | ||||
Redemption of LLC Redeemable Units | ||||
Natures Cure, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares issued and Redeemable, Beginning of the period | 6,779,627 | |||
Net Income (Loss) | 5,427,833 | 3,143,437 | 3,345,828 | |
Equity Component on Debt and Debt Modification | ||||
Deferred Tax Impact on Conversion Feature | ||||
Redemption of MedMen Crop Redeemable Shares | ||||
[custom:RedeemablesNoncontrollingInterestEquityCarryingAmount-2] | $ 12,207,460 | 6,779,627 | ||
Shares issued and Redeemable, Beginning of the period | 6,779,627 | 3,636,190 | 290,362 | |
Cash Contributions from Non-Controlling Members | ||||
Stock Grant for Compensation | ||||
Redemption of MedMen Crop Redeemable Shares | ||||
Share-Based Compensation | ||||
Shares issued and Redemption, End of the period | 6,779,627 | 3,636,190 | ||
Conversion of Convertible Debentures | ||||
Asset Acquisitions | ||||
Fair Value of Warrants Issued for Debt | ||||
Issuance of Equity for the Repayment of Notes Payable | ||||
Exercise of Warrants | ||||
Other Assets | ||||
Acquisition Costs | ||||
Acquisition of Non-Controlling Interest | ||||
Redemption of LLC Redeemable Units | ||||
Other Non Controlling Interests [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares issued and Redeemable, Beginning of the period | (331,561,812) | |||
Net Income (Loss) | (272,499,888) | (181,955,438) | ||
Equity Component on Debt and Debt Modification | 5,331,969 | |||
[custom:RedeemablesNoncontrollingInterestEquityCarryingAmount-2] | (434,792,422) | (331,561,812) | ||
Shares issued and Redeemable, Beginning of the period | $ (331,561,812) | (33,417,690) | 77,389,350 | |
Cash Contributions from Non-Controlling Members | $ (310,633) | $ 290,000 | ||
Stock Grant for Compensation | 35,157 | |||
Redemption of MedMen Crop Redeemable Shares | (32,192,800) | 7,683,232 | ||
Share-Based Compensation | $ 1,492,073 | $ 12,845,773 | ||
Shares issued and Redemption, End of the period | (331,561,812) | (33,417,690) | ||
Conversion of Convertible Debentures | 3,802,381 | |||
Asset Acquisitions | 41,154,986 | |||
Fair Value of Warrants Issued for Debt | $ 13,590,104 | |||
Issuance of Equity for the Repayment of Notes Payable | 6,759,125 | |||
Exercise of Warrants | $ 8,521,268 | |||
Other Assets | 343,678 | |||
Acquisition Costs | 597,320 | |||
Acquisition of Non-Controlling Interest | ||||
Redemption of LLC Redeemable Units | (24,439,469) | |||
Farmacy Collective and The Source Santa Ana [Member] | ||||
Related Party Transaction [Line Items] | ||||
Net Income (Loss) | 596,288 | |||
Shares issued and Redeemable, Beginning of the period | (692,837) | |||
Cash Contributions from Non-Controlling Members | ||||
Redemption of MedMen Crop Redeemable Shares | ||||
Share-Based Compensation | ||||
Shares issued and Redemption, End of the period | ||||
Conversion of Convertible Debentures | ||||
Asset Acquisitions | ||||
Fair Value of Warrants Issued for Debt | ||||
Issuance of Equity for the Repayment of Notes Payable | ||||
Exercise of Warrants | ||||
Other Assets | ||||
Acquisition Costs | ||||
Acquisition of Non-Controlling Interest | 96,549 | |||
Redemption of LLC Redeemable Units |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
MM CAN USA Class B Reedemable Units [Member] | |||
Business Acquisition [Line Items] | |||
Non-controlling interest, shares issued | 17.13% | ||
MM CAN USA [Member] | |||
Business Acquisition [Line Items] | |||
Non-controlling interest, shares issued | 36.89% | 64.85% | |
MM Enterprises USA Common Units [Member] | |||
Business Acquisition [Line Items] | |||
Non-controlling interest, shares issued | 0.10% | 0.11% | 0.15% |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Share-Based Compensation | $ 242,376 | $ 2,177,651 | $ 3,347,214 | $ 10,845,503 | $ 11,065,124 | $ 32,721,458 |
Equity Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Share-Based Compensation | 305,565 | (69,571) | 2,851,785 | 2,584,933 | 1,876,225 | 11,699,796 |
Ltip Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Share-Based Compensation | 179,014 | 1,492,073 | 1,492,073 | 12,845,773 | ||
Stock Grants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Share-Based Compensation | (63,189) | 1,151,366 | 58,043 | 3,041,012 | 3,656,926 | 5,712,872 |
Restricted Stock Grants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Share-Based Compensation | $ 916,842 | $ 437,386 | $ 3,727,485 | 3,554,968 | 2,235,773 | |
Deferred Stock Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Share-Based Compensation | 484,932 | |||||
Warrants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Share-Based Compensation | $ 227,244 |
SHARE-BASED COMPENSATION (Det_2
SHARE-BASED COMPENSATION (Details 3) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||
Weighted-Average Risk-Free Annual Interest Rate | 1.05% | 1.70% | 1.60% | 1.95% |
Weighted-Average Expected Annual Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted-Average Expected Stock Price Volatility | 116.50% | 87.90% | 91.00% | 87.80% |
Weighted-Average Expected Life in Years | 7 years 6 months | 7 years 6 months | 7 years 6 months | 6 years 1 month 24 days |
Weighted-Average Estimated Forfeiture Rate | 40.00% | 40.00% | 40.00% | 33.00% |
Weighted-Average Stock Price | $ 2.65 | $ 4.10 | ||
Weighted-Average Probability | 6.00% | 6.00% | ||
Weighted-Average Term in Years | 3 years | 3 years | ||
Weighted-Average Volatility | 90.01% | 83.30% | 72.00% |
SHARE-BASED COMPENSATION (Det_3
SHARE-BASED COMPENSATION (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended | |
Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of Stock Options, Beginning Balance | 8,618,204 | ||
Weighted Average Exercise Price, Beginning Balance | $ 2.78 | ||
Number of Stock Options, Granted | 7,318,669 | ||
Weighted Average Exercise Price, Granted | $ 0.73 | $ 3.89 | |
Number of Stock Options, Forfeited | (1,344,375) | ||
Number of Stock Options, Ending Balance | 14,592,498 | 8,618,204 | |
Weighted Average Exercise Price, Ending Balance | $ 1.48 | $ 2.78 | |
Number of Stock Option Exerciable | 12,769,339 | ||
Weighted Average Exerciable Price | $ 1.45 | ||
Equity Option [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of Stock Options, Beginning Balance | 8,618,204 | 13,538,102 | 5,793,374 |
Weighted Average Exercise Price, Beginning Balance | $ 2.79 | $ 4.31 | $ 4.14 |
Number of Stock Options, Granted | 6,812,552 | 10,374,075 | |
Weighted Average Exercise Price, Granted | $ 1.34 | $ 3.45 | |
Number of Stock Options, Forfeited | (11,732,450) | (2,629,347) | |
Number of Stock Options, Ending Balance | 8,618,204 | 13,538,102 | |
Weighted Average Exercise Price, Ending Balance | $ 2.79 | $ 4.31 | |
Weighted Average Exercise Price, Forfeited | $ (2.79) | $ (4.32) |
SHARE-BASED COMPENSATION (Det_4
SHARE-BASED COMPENSATION (Details 4) - $ / shares | 9 Months Ended | 12 Months Ended | |
Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Weighted Average grant date fair Value, ending balance | $ 0.74 | $ 0.74 | $ 1.56 |
LTIP Issued And Outstanding, Beginning balance | 19,323,878 | 20,882,355 | 30,314,333 |
LIC Redeemable Units, beginning balance | 725,016 | 725,016 | 1,570,064 |
LTIP Issued And Outstanding, Redemptions | |||
LIC Redeemable Units, Redemptions | (845,048) | ||
Weighted Average grant date fair Value, Redemptions | $ (3.38) | ||
LTIP Issued And Outstanding, Forfeiture | (3,962,422) | ||
LIC Redeemable Units, Forfeiture of LTIP Units | |||
LTIP Issued And Outstanding, ending balance | 19,323,878 | 19,323,878 | 20,882,355 |
LIC Redeemable Units, ending balance | 725,016 | 725,016 | 725,016 |
Weighted Average grant date fair Value, ending balance | $ 0.52 | $ 0.74 | $ 0.74 |
Weighted Average grant date fair Value, Forfeiture | $ (3.38) | ||
LTIP Issued And Outstanding, Cancellation of LTIP Units | (724,645) | ||
LIC Redeemable Units, Cancellation of LTIP Units | |||
Weighted Average grant date fair Value, Cancellation of LTIP Units | $ (3.38) | ||
LTIP Issued And Outstanding, Vesting and Converted | (1,558,477) | (4,744,911) | |
LIC Redeemable Units, Vesting and Converted | |||
Weighted Average grant date fair Value, Vesting and Converted | $ (3.38) | $ (3.38) |
SHARE-BASED COMPENSATION (Det_5
SHARE-BASED COMPENSATION (Details 5) - $ / shares | 9 Months Ended | 12 Months Ended | |
Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Issued And Outstanding, Beginning Balance | 1,283,567 | ||
Weighted Average Fair Value, Begning Balance | $ 0.38 | ||
Issued And Outstanding, Settled | (1,283,567) | ||
Weighted Average fair Value, Settled | $ (0.38) | ||
Issued And Outstanding, Ending Balance | 1,283,567 | ||
Weighted Average Fair Value, Ending Balance | |||
Share Based Compensation [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Issued And Outstanding, Beginning Balance | 1,283,567 | ||
Issued And Outstanding, Ending Balance | 1,283,567 | ||
Weighted Average Fair Value, Beginning Balance | $ 0.38 | ||
Issued And Outstanding, Granted | 1,283,567 | ||
Weighted Average fair Value, Granted | $ 0.38 | ||
Weighted Average Fair Value, Ending Balance | $ 0.38 |
SHARE-BASED COMPENSATION (Det_6
SHARE-BASED COMPENSATION (Details 6) - $ / shares | 9 Months Ended | 12 Months Ended | |
Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Issued And Outstanding, Beginning Balance | 7,159,164 | 1,018,861 | |
Vested, Beginning Balance | 192,459 | 2,962 | |
WeightedAverage Fair Value, Beginning Balance | $ 0.68 | $ 3.89 | |
Issued And Outstanding, Granted | 28,210,512 | 7,443,954 | 4,352,340 |
Vested, Granted | 336,441 | ||
Weighted Average fair Value, Granted | $ 0.73 | $ 3.89 | |
Weighted Average fair Value, Granted | $ 0.17 | $ 4.25 | |
Issued And Outstanding, Forfeiture of Restricted Stock | (4,240,013) | (974,103) | (3,000,000) |
Vested, Forfeiture of Restricted Stock | |||
Weighted Average fair Value, Forfeiture of Restricted Stock | $ (0.20) | $ 2.69 | |
Issued And Outstanding, Redemption of Vested Stock | (8,107,249) | (329,548) | (333,479) |
Vested, Redemption of Vested Stock | (8,107,249) | (329,548) | (333,479) |
Weighted Average fair Value, Redemption of Vested Stock | $ (0.26) | $ 3.14 | $ (3.07) |
Issued And Outstanding, Vesting of Restricted Stock | |||
Vested, Vesting of Restricted Stock | 8,533,485 | 519,045 | |
WeightedAverage Fair Value, Vesting of Restricted Stock | $ 0.35 | $ 2.28 | |
Issued And Outstanding, Ending Balance | 23,022,414 | 7,159,164 | 1,018,861 |
Vested, Ending Balance | 618,695 | 192,459 | 2,962 |
WeightedAverage Fair Value, Ending Balance | $ 0.28 | $ 0.68 | $ 3.89 |
Weighted Average fair Value, Forfeiture of Restricted Stock | $ (0.17) | $ (4.25) |
SHARE-BASED COMPENSATION (Det_7
SHARE-BASED COMPENSATION (Details 8) - $ / shares | 9 Months Ended | 12 Months Ended | |
Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total subordinate voting shares | 114,998,915 | ||
Total warrants outstanding | 155,454,644 | ||
Warrants [Member] | Med Men Corp Redeemable Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant issued | 40,455,729 | ||
Exercise price | $ 0.60 | ||
Expiration Date | December 31, 2022 | ||
[Subordinate Voting Shares [Member]] | Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant issued | 1,647,391 | ||
Exercise price | $ 3.72 | ||
Expiration Date | April 23, 2022 | ||
Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance | 155,454,646 | ||
Weighted Average Exercise Price, Beginning balance | $ 0.71 | ||
Warrant issued | 377,111,467 | 145,695,591 | 30,234,355 |
Weighted Average Exercise Price, issued | $ 0.21 | $ 0.58 | $ 4.48 |
Exercised | (40,000,000) | (4,598,903) | |
Weighted Average Exercise Price, exercised | $ (0.20) | $ (3.50) | |
Cancelled | (50,252,240) | (20,475,302) | |
Weighted Average Exercise Price, Cancelled | $ (0.45) | $ 4.66 | |
Ending Balance | 442,313,874 | ||
Weighted Average Exercise Price, Ending | $ 0.32 | ||
Beginning Balance | 155,454,644 | 30,234,355 | 11,212,504 |
Weighted Average Exercise Price, Beginning balance | $ 0.71 | $ 4.48 | $ 3.53 |
Expired | (6,613,601) | ||
Weighted Average Exercise Price, expired | $ (3.54) | ||
Ending Balance | 155,454,644 | 30,234,355 | |
Weighted Average Exercise Price, Ending | $ 0.71 | $ 4.48 | |
Warrant [Member] | [Subordinate Voting Shares [Member]] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance | 114,998,915 | ||
Weighted Average Exercise Price, Beginning balance | $ 0.75 | ||
Warrant issued | 229,602,951 | 105,239,862 | 12,999,815 |
Weighted Average Exercise Price, issued | $ 0.18 | ||
Exercised | (897,863) | ||
Weighted Average Exercise Price, exercised | |||
Cancelled | (9,796,509) | (3,240,762) | |
Weighted Average Exercise Price, Cancelled | $ (0.50) | ||
Ending Balance | 334,805,358 | ||
Weighted Average Exercise Price, Ending | $ 0.33 | ||
Beginning Balance | 114,998,915 | 12,999,815 | 2,415,485 |
Expired | (1,517,622) | ||
Ending Balance | 114,998,915 | 12,999,815 | |
Warrant [Member] | MedMax Corp Redeemable Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance | 40,455,731 | ||
Weighted Average Exercise Price, Beginning balance | $ 0.60 | ||
Warrant issued | 147,508,516 | 40,455,729 | 17,234,540 |
Weighted Average Exercise Price, issued | $ 0.28 | ||
Exercised | (40,000,000) | (3,701,040) | |
Weighted Average Exercise Price, exercised | $ (0.20) | ||
Cancelled | (40,455,731) | (17,234,540) | |
Weighted Average Exercise Price, Cancelled | $ (0.44) | ||
Ending Balance | 107,508,516 | ||
Weighted Average Exercise Price, Ending | $ 0.28 | ||
Beginning Balance | 40,455,729 | 17,234,540 | 8,797,019 |
Expired | (5,095,979) | ||
Ending Balance | 40,455,729 | 17,234,540 | |
Warrant One [Member] | [Subordinate Voting Shares [Member]] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant issued | 562,578 | ||
Exercise price | $ 4.29 | ||
Expiration Date | April 23, 2022 | ||
Warrant Two [Member] | [Subordinate Voting Shares [Member]] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant issued | 6,589,559 | ||
Exercise price | $ 3.72 | ||
Expiration Date | May 22, 2022 | ||
Warrant Three [Member] | [Subordinate Voting Shares [Member]] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant issued | 2,250,314 | ||
Exercise price | $ 4.29 | ||
Expiration Date | May 22, 2022 | ||
Warrant Four [Member] | [Subordinate Voting Shares [Member]] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant issued | 2,522,554 | ||
Exercise price | $ 3.16 | ||
Expiration Date | July 12, 2022 | ||
Warrant Five [Member] | [Subordinate Voting Shares [Member]] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant issued | 728,737 | ||
Exercise price | $ 3.65 | ||
Expiration Date | July 12, 2022 | ||
Warrant Six [Member] | [Subordinate Voting Shares [Member]] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant issued | 3,152,457 | ||
Exercise price | $ 1.01 | ||
Expiration Date | November 27, 2022 | ||
Warrant Seven [Member] | [Subordinate Voting Shares [Member]] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant issued | 910,709 | ||
Exercise price | $ 1.17 | ||
Expiration Date | November 27, 2022 | ||
Warrant Eight [Member] | [Subordinate Voting Shares [Member]] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant issued | 80,528,846 | ||
Exercise price | $ 0.26 | ||
Expiration Date | March 27, 2025 | ||
Warrant Nine [Member] | [Subordinate Voting Shares [Member]] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant issued | 16,105,770 | ||
Exercise price | $ 0.26 | ||
Expiration Date | April 24, 2025 |
SHARE-BASED COMPENSATION (Det_8
SHARE-BASED COMPENSATION (Details 9) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 17, 2020 | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Related Party Transaction [Line Items] | |||||
Weighted Average Risk Free Annual Interest Rate | 0.13% | 2.20% | |||
Weighted-Average Expected Annual Dividend Yield | 0.00% | 0.00% | |||
Weighted Average Expected Stock Price Volatility | 92.06% | 88.19% | |||
Weighted Average Expected Life OF Warrants | 1 year | 1 year | |||
Weighted-Average Risk-Free Annual Interest Rate | 0.16% | ||||
Weighted-Average Expected Annual Dividend Yield | 0.00% | ||||
Weighted-Average Expected Stock Price Volatility | 85.39% | ||||
Weighted Average Expected Life of Warrants | 1 year | ||||
MedMax Corp Redeemable Shares [Member] | Warrant One [Member] | |||||
Related Party Transaction [Line Items] | |||||
Weighted-Average Expected Annual Dividend Yield | 0.00% | 0.00% | |||
Weighted Average Expected Life OF Warrants | 1 year | 1 year | |||
Weighted-Average Risk-Free Annual Interest Rate | 2.20% | 2.82% | |||
Weighted-Average Expected Stock Price Volatility | 88.19% | 82.93% | |||
[Subordinate Voting Shares [Member]] | Warrants [Member] | |||||
Related Party Transaction [Line Items] | |||||
Weighted-Average Risk-Free Annual Interest Rate | 0.16% | 2.20% | |||
Weighted-Average Expected Annual Dividend Yield | 0.00% | 0.00% | |||
Weighted-Average Expected Stock Price Volatility | 111.76% | 88.19% | |||
Weighted Average Expected Life of Warrants | 9 months 18 days | 1 year |
SHARE-BASED COMPENSATION (Det_9
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 30, 2020 | Aug. 30, 2020 | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price Maturity date | 10 years | ||||
Restricted Voting Shares | 28,210,512 | 7,443,954 | 4,352,340 | ||
Warrants outstanding contractual life | 46 months 6 days | 26 months 27 days | |||
Cancelable Warrants | 97,785,140 | 77,884,615 | |||
Weighted-average fair value of stock options granted | $ 0.73 | $ 3.89 | |||
LTIP Units vest | 6,038,712 | ||||
LTIP Unit vest description | (a) 25% vested immediately on issuance; and (b) the remaining 75% vest ratably, on a monthly basis, beginning on May 17, 2018 and concluding with all LTIP Units being fully vested on March 15, 2020. | ||||
FV LTIP units | 4,227,098 | ||||
FV LTIP units descriptions | (a) 14.3% vested immediately on issuance; and (b) the remaining 85.7% vest ratably, on a monthly basis, beginning on May 17, 2018 and concluding with all FV LTIP Units being fully vested on March 15, 2022. | ||||
LTIP units fully vested | 724,645 | ||||
Cancellation of LTIP units | 3,237,778 | ||||
Forfeited amount of units | 724,645 | ||||
LTIP units vested and converted | 1,558,477 | 4,744,991 | |||
Restricted stock grants vested descriptions | 3,000,000 of the restricted stock grants will vest as follows: one-fourth upon the 12-month employment anniversary, with the remaining three-fourths vesting in amounts of one third each when the trading price of the Subordinate Voting Shares on the then current stock exchange at any time during the term of employment reaches a minimum of C$10, C$15 and C$20, respectively. | ||||
Cancellation of restricted stock grants | 974,103 | 3,000,000 | |||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricetd stock grants | 46,331 | ||||
Vested descriptions | restricted stock grants on July 11, 2018 will vest in four (4) equal quarterly installments on each three-month anniversary of the Date of Grant. | ||||
Restricted Stock One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricetd stock grants | 131,859 | ||||
Vested descriptions | restricted stock grants on August 29, 2018 will vest in four (4) equal quarterly installments on each three-month anniversary of the Date of Grant. | ||||
Restricted Stock Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricetd stock grants | 918,785 | ||||
Vested descriptions | restricted stock grants will vest ratably as follows: one-fourth within 30-days of the grant date, with the remaining three-fourths in three equal installments on every anniversary of the grant date, beginning on December 18, 2018 and concluding with all restricted stock grants being fully vested on December 18, 2021. | ||||
Restricted Stock Four [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricetd stock grants | 23,082 | ||||
Vested descriptions | one-fourth of the total number of restricted stock shall vest on March 26, 2019. Thereafter, 1/36 of the remainder shall vest on the first day of each month over a period of three years until all restricted stock shall have vested. | ||||
Restricted Stock Three [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested descriptions | restricted stock grants will vest on a straight-line basis, beginning on January 3, 2019, and concluding with all restricted stock grants being fully vested on August 28, 2019. | ||||
Restricted Stock Five [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricetd stock grants | 162,455 | ||||
Restricted Stock Six [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricetd stock grants | 72,202 | ||||
Vested descriptions | one-fourth of the total number of restricted stock shall vest on May 7, 2019. Thereafter, 1/36 of the remainder shall vest on the first day of each month over a period of three years until all restricted stock shall have vested. | ||||
Restricted Stock Seven [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricetd stock grants | 5,458,749 | ||||
Vested descriptions | vest as follows on the first anniversary of the grant date, December 10, 2020. | ||||
Restricted Stock Eight [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricetd stock grants | 1,885,408 | ||||
Vested descriptions | vest as follows: on the second anniversary of the grant date, July 30, 2021. | ||||
Restricted Stock Nine [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricetd stock grants | 50,181 | ||||
Vested descriptions | vest as follows: on the first anniversary of the grant date, August 26, 2020. | ||||
Restricted Stock Ten [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricetd stock grants | 49,616 | ||||
Vested descriptions | restricted stock units will vest as follows: on August 1, 2021. | ||||
Share Based Compensation [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average fair value of stock options granted | $ 0.98 | $ 2.67 | |||
Weighted-average remaining contractual life | 7 years 6 months | 9 years 1 month 6 days | |||
Subordinate Voting Shares [Member] | Warrant One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants outstanding contractual life | 3 years 9 months 18 days | 4 years 9 months 18 days | |||
MedMax Corp Redeemable Shares [Member] | Warrant One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants outstanding contractual life | 4 years 6 months | 2 years 6 months | |||
DSU [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Voting Shares Service Amount | $ 250,000 | $ 250,000 | |||
Deferred stock units issued and outstanding | 0 | 1,283,567 | |||
Deferred stock units issued and outstanding | 1,276,169 | ||||
compensation expense | $ 484,932 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Capitalized Contract Cost [Line Items] | ||||||
Net Loss from Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. | $ (21,328,677) | $ (19,128,503) | $ (79,310,611) | $ (31,648,390) | ||
Less Deemed Dividend - Down Round Feature of Warrants | (6,364,183) | |||||
Net Loss from Continuing Operations Available to Shareholders of MedMen Enterprises, Inc. | (21,328,677) | (19,128,503) | (85,674,794) | (31,648,390) | ||
Net Loss from Discontinued Operations | 7,609,983 | (5,843,713) | (6,023,429) | (58,797,102) | ||
Total Net Loss and Comprehensive Loss | $ (13,718,694) | $ (24,972,216) | $ (91,698,223) | $ (90,445,492) | ||
Weighted-Average Number of Shares Outstanding | 541,029,620 | 315,384,911 | 482,213,951 | 65,930,969 | ||
Earnings (Loss) Per Share - Basic and Diluted: | ||||||
From Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. | $ (0.04) | $ (0.06) | $ (0.18) | $ (0.48) | ||
From Discontinued Operations | $ 0.01 | $ (0.02) | $ (0.01) | $ (0.89) | ||
Convertible Debentures [Member] | ||||||
Capitalized Contract Cost [Line Items] | ||||||
Net Loss from Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. | $ (196,483,312) | $ (67,815,692) | ||||
Net Loss from Discontinued Operations | (50,781,039) | (1,264,196) | ||||
Total Net Loss and Comprehensive Loss | $ (247,264,351) | $ (69,079,888) | ||||
Weighted-Average Number of Shares Outstanding | 270,418,842 | 105,915,105 | ||||
Earnings (Loss) Per Share - Basic and Diluted: | ||||||
From Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. | $ (0.73) | $ (0.64) | ||||
From Discontinued Operations | $ (0.19) | $ (0.01) |
GENERAL AND ADMINISTRATIVE EX_3
GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
General And Administrative Expenses | ||||||
Salaries and Benefits | $ 8,787,495 | $ 16,809,025 | $ 26,904,558 | $ 58,876,098 | ||
Professional Fees | 5,480,969 | 4,634,854 | 12,668,101 | 14,850,558 | ||
Rent | 7,368,225 | 7,188,853 | 22,662,161 | 21,288,400 | ||
Licenses, Fees and Taxes | 882,742 | 3,404,080 | 5,612,825 | 11,232,164 | ||
Other General and Administrative | 6,420,260 | 10,921,123 | 21,839,251 | 44,526,780 | ||
Total General and Administrative Expenses | $ 28,939,691 | $ 42,957,935 | $ 89,686,896 | $ 150,774,000 | $ 200,273,872 | $ 239,344,688 |
OTHER OPERATING EXPENSE (Detail
OTHER OPERATING EXPENSE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | |
Other Operating Expense | ||||
Loss on Disposals of Assets | $ 394,621 | $ 779,198 | $ 226,335 | |
Restructuring and Reorganization Expense | 1,600,721 | 2,781,131 | 5,564,104 | |
(Gain) Loss on Settlement of Accounts Payable | (175,951) | 849,737 | ||
Loss (Gain) on Lease Terminations | 160,449 | (17,748,368) | (217,127) | |
Gain on Disposal of Assets Held for Sale | (255,391) | (10,709,999) | ||
Other Expense (Income) | (165,919) | 1,848,209 | (769,742) | 1,209,857 |
Total Other Operating Expense (Income) | $ 1,558,530 | $ 1,848,209 | $ (24,818,043) | $ 6,783,169 |
REALIZED AND UNREALIZED GAIN _3
REALIZED AND UNREALIZED GAIN ON INVESTMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | |
Realized And Unrealized Gain On Investments | ||||
Gain on Changes in Fair Value of Investments | $ (86,124) | $ (16,600,604) | ||
Total Realized and Unrealized Gain on Investments | $ (86,124) | $ (16,600,604) |
PROVISION FOR INCOME TAXES AN_3
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
Loss from Continuing Operations Before Provision for Income Taxes | $ (49,548,705) | $ (60,651,820) | $ (103,314,604) | $ (196,997,174) | ||
Income Tax Benefit (Expense) | $ 32,207,910 | $ 13,836,022 | $ (2,101,121) | $ 47,088,266 | ||
Effective Tax Rate | 65.00% | 23.00% | 2.00% | 24.00% | 7.09% | 1.03% |
Current: | ||||||
Federal | $ 21,675,826 | $ 17,380,191 | ||||
State | 2,471,663 | 2,401,365 | ||||
Total Current | 24,147,489 | 19,781,556 | ||||
Deferred: | ||||||
Federal | (52,822,427) | (17,388,695) | ||||
State | (12,153,888) | (7,977,922) | ||||
Total Deferred | (64,976,315) | (25,366,617) | ||||
Total Provision for Income Taxes | $ (40,828,826) | $ (5,585,061) |
PROVISION FOR INCOME TAXES AN_4
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 76,700,000 | $ 76,700,000 |
Unrealized net operating loss | $ 2,500,000 | 2,500,000 |
Non-capital losses, Gross | 6,720,000 | |
Non-capital losses, Net | 1,780,000 | |
Share issuance cost, Gross | $ 6,915,000 | |
Expiring term | 2038 | |
Net operating loss, Description | The Company has evaluated the realization of its California net operating loss tax attribute and has determined under the more likely than not standard that $2,500,000 will not be realized. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 27, 2021 | Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Legal claim damages | $ 2,200,000 | |
Accrued damages | $ 584,000 | |
Payments for Legal Disputes Settlements | 2,400,000 | |
Seeking damages | $ 11,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 10, 2019 | Apr. 30, 2020 | Mar. 27, 2021 | Jun. 27, 2020 | Jul. 27, 2020 | Dec. 11, 2019 | Dec. 10, 2019 | Jun. 29, 2019 | Dec. 05, 2018 |
Related Party Transaction [Line Items] | |||||||||
Due from related party | $ 3,109,717 | $ 4,921,455 | |||||||
Restructuring support fees paid | $ 2,172,709 | 699,322 | |||||||
Equity commitment, Description | Company announced an equity commitment from its existing creditor, Gotham Green Partners, with participation from Wicklow Capital, in the amount of $30,000,000. As a result, the Company issued 14,634,147 Subordinate Voting Shares to the investors at a price equal to $2.18 per share. | ||||||||
Voting Share exercise price | $ 0.43 | $ 5.28 | |||||||
Gross proceeds equity investment | $ 20,190,000 | ||||||||
Mr Rose [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Deferred stock granted | 815,295 | ||||||||
Restricted stock units, Granted | 5,458,749 | ||||||||
Fund L P I I [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related party | $ 1,820,204 | ||||||||
Due to related party | 1,093,896 | ||||||||
Fund L P [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related party | 1,289,513 | ||||||||
Due to related party | 1,986,697 | ||||||||
Other [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related party | $ 719,092 | ||||||||
Due to other related party | $ 1,476,921 | ||||||||
Due to related party | $ 1,476,221 | ||||||||
Lynch [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock option received | 124,868 | ||||||||
Bossidy [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock option received | 124,868 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||||
Revenue | $ 7,387,484 | $ 5,865,570 | $ 15,768,813 | $ 18,856,242 | $ 15,164,131 | $ 10,044,235 |
Cost of Goods Sold | 4,621,955 | 4,746,321 | 9,788,393 | 14,051,806 | 11,947,208 | 4,010,987 |
Gross Profit | 2,765,529 | 1,119,249 | 5,980,420 | 4,804,436 | 3,216,923 | 6,033,248 |
Expenses: | ||||||
General and Administrative | 3,215,889 | 4,471,200 | 9,415,436 | 14,853,915 | 6,905,155 | 4,702,461 |
Sales and Marketing | 21,756 | 2,986 | 52,857 | 45,991 | 81,489 | |
Depreciation and Amortization | 1,003,276 | 518,691 | 2,528,380 | 2,932,558 | ||
Gain on Disposal of Assets | (13,375,430) | (13,375,430) | ||||
Impairment Expense | 46,702,659 | |||||
Total Expenses | (9,134,509) | 4,992,877 | (1,378,757) | 64,535,123 | 8,519,436 | 5,982,551 |
Loss from Operations | 11,900,038 | (3,873,628) | 7,359,177 | (59,730,687) | (5,302,513) | 50,697 |
Other Expense (Income): | ||||||
Interest Expense | 2,629,476 | 1,985,129 | 7,549,165 | 4,066,905 | ||
Interest Income | (1,545) | (1,545) | ||||
Amortization of Debt Discount and Loan Origination Fees | 2,197,946 | 323,916 | 5,834,043 | 3,444,098 | ||
Other (Income) Expense | (177,006) | (584) | (174,341) | 77,494 | ||
Total Other Expense | 4,648,871 | 2,308,461 | 13,207,322 | 7,588,497 | 46,708,045 | 167,550 |
Loss on Discontinued Operations Before Provision for Income Taxes | 7,251,167 | (6,182,089) | (5,848,145) | (67,319,184) | (52,010,559) | (116,853) |
Provision for Income Tax (Expense) Benefit | 358,816 | 338,376 | (175,284) | 8,522,082 | 1,229,520 | (1,147,343) |
Loss on Discontinued Operations | $ 7,609,983 | $ (5,843,713) | $ (6,023,429) | $ (58,797,102) | (50,781,039) | (1,264,196) |
Depreciation and Amortization | 1,532,792 | 1,280,090 | ||||
Impairment of Assets | 46,702,660 | |||||
Other Expense | $ 5,385 | $ 167,550 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details 1) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Carrying Amounts of the Assets Included in Discontinued Operations: | |||
Cash and Cash Equivalents | $ 1,115,295 | $ 1,198,390 | |
Restricted Cash | 5,280 | 8,844 | |
Accounts Receivable | 744,830 | 283,730 | |
Prepaid Expenses | 371,185 | 172,403 | |
Inventory | 6,252,896 | 6,985,120 | |
Other Current Assets | 64,600 | ||
Property and Equipment, Net | 15,344,556 | 15,213,580 | |
Operating Lease Right-of-Use Assets | 24,428,302 | 26,349,789 | |
Intangible Assets, Net | 14,255,791 | 18,936,173 | |
Goodwill | 960,691 | 960,692 | |
Other Assets | 525,646 | 1,688,316 | |
TOTAL ASSETS OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE | 64,004,472 | 71,861,637 | |
Carrying Amounts of the Liabilities Included in Discontinued Operations: | |||
Accounts Payable and Accrued Liabilities | 4,898,172 | 6,231,931 | |
Income Taxes Payable | 1,273,275 | 775,714 | |
Other Current Liabilities | 326,567 | 22,747 | |
Current Portion of Operating Lease Liabilities | 2,425,234 | 1,824,862 | |
Operating Lease Liabilities, Net of Current Portion | 25,540,209 | 25,417,774 | |
Finance Lease Liabilities, Net of Current Portion | 349,312 | ||
Deferred Tax Liabilities | 9,710,451 | 14,663,497 | |
TOTAL LIABILITIES OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE | $ 44,523,220 | 48,936,525 | |
Cash and Cash Equivalents | 522,966 | $ 527,377 | |
Accounts Receivable | 274,886 | 865,485 | |
Prepaid Expenses | 74,622 | 249,309 | |
Inventory | 3,323,978 | 5,752,847 | |
Other Current Assets | 64,600 | ||
TOTAL CURRENT ASSETS (1) | 7,395,018 | ||
Property and Equipment, Net | 4,288,808 | 4,633,289 | |
Operating Lease Right-of-Use Assets | 5,257,327 | ||
Intangible Assets, Net | 7,260,288 | 20,449,002 | |
Goodwill | 31,773,659 | ||
Other Assets | 113,576 | 114,576 | |
TOTAL NON-CURRENT ASSETS (1) | 56,970,526 | ||
TOTAL ASSETS OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE | 21,181,051 | 64,365,544 | |
Accounts Payable and Accrued Liabilities | 2,126,162 | 1,742,133 | |
Income Taxes Payable | 946,679 | 1,899,487 | |
Other Current Liabilities | 22,747 | ||
Current Portion of Operating Lease Liabilities | 385,699 | ||
TOTAL CURRENT LIABILITIES (1) | 3,641,620 | ||
Operating Lease Liabilities, Net of Current Portion | 5,300,936 | ||
Deferred Tax Liabilities | 6,278,079 | 7,185,447 | |
TOTAL NON-CURRENT LIABILITIES (1) | 7,185,447 | ||
TOTAL LIABILITIES OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE | $ 15,060,302 | $ 10,827,067 |
DISCONTINUED OPERATIONS (Deta_3
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Feb. 13, 2019 | Dec. 03, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||||
Sales price | $ 25,150,000 | ||||||
Loss upon sale of membership interests | 1,628,124 | ||||||
Interest expense and amortization of debt discounts and loan origination fees | $ 4,797,506 | $ 2,308,388 | 13,329,130 | $ 7,507,064 | |||
Goodwill | $ 32,900,458 | $ 32,900,458 | $ 32,900,458 | $ 14,860,708 | $ 16,912,951 | ||
Gross proceeds from operations | $ 25,500,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Sep. 16, 2020 | Apr. 21, 2021 | Aug. 31, 2020 | Jul. 02, 2020 | Jun. 27, 2020 | Sep. 14, 2020 |
Subsequent Event [Line Items] | ||||||
Exercisable warrants issued | 8,618,204 | |||||
Hacienda Company, LLC [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Total Outstanding balance into agreement | $ 70,000,000 | |||||
[PharmaCann Acquisition [Member]] | ||||||
Subsequent Event [Line Items] | ||||||
Increase in senior secured term loan facility | $ 1,200,000,000 | |||||
Closing incremental notes description | On September 16, 2020, the Company closed on $3,000,000 of the incremental notes which bears interest at a rate of 18.0% per annum wherein 12.0% shall be paid in cash monthly in arrears and 6.0% shall accrue monthly as payment-in-kind. | |||||
[Tranche 5 [Member]] | ||||||
Subsequent Event [Line Items] | ||||||
Exercise price of warrants | $ 0.34 | |||||
Closing incremental notes description | the Company closed on an initial $1,000,000 of the facility with a conversion price of $0.17 per Subordinate Voting Share. In connection with the initial tranche, the Company issued 3,293,413 warrants with an exercise price of $0.21 per share. On September 28, 2020, the Company closed on an additional $1,000,000 and issued 3,777,475 warrants with an exercise price of $0.17 per share. | |||||
Exercisable warrants issued | 10,000,000 | 3,500,000 | ||||
Unsecured convertible facility | $ 100,000,000 | |||||
Securities Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of subordinate voting share | 5,000,000 | 5,000,000 | ||||
Fees paid to lender | $ 200,000,000 | $ 46,856,400 | ||||
Conversion price | $ 0.28 | |||||
Warrants issued by the company | 25,000,000 | |||||
Exercise price of warrants | $ 0.20 | |||||
Warrants cancelled | 1,080,255 | |||||
Warrants replaced with cancelled shares | 16,875,001 | |||||
Principle amount of warrants issued | $ 17,072,992,300 | |||||
Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Amendment consideration description | As consideration for the amendment, the Company issued approximately 20,227,863 warrants, each exercisable at $0.34 per share. The Company also cancelled 20,227,863 warrants of the total issued warrants held by the lenders which were each exercisable at $0.60 per share. An amendment fee of $834,000 was also paid-in-kind. | |||||
Consideration for increase in available funding | the Company issued 20,227,863 warrants with an exercise price of $0.34 and 30,000,000 warrants with an exercise price of $0.20 per share each exercisable at the greater of (a) $0.20 per share and (b) 115% multiplied by the volume-weighted average trading price of the shares for the five consecutive trading days ending on the trading day immediately prior to the applicable funding date of the second tranche. On September 30, 2020, the Company closed on the remaining $2,700,000 of the incremental notes. | |||||
Subsequent Event [Member] | Warrant One [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants Cancelled | 32,451,923 | |||||
Exercise price | $ 0.26 | |||||
Subsequent Event [Member] | Warrant Two [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants Cancelled | 6,490,385 | |||||
Exercise price | $ 0.26 | |||||
Subsequent Event [Member] | Warrant Three [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants Cancelled | 16,875,000 | |||||
Exercise price | $ 0.20 | |||||
Subsequent Event [Member] | Warrant Four [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants Cancelled | 41,967,832 | |||||
Exercise price | $ 0.16 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |
Jun. 27, 2020 | Jun. 29, 2019 | |
Natures Cure, Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Location | Los Angeles - LAX Airport | |
Purpose | Dispensary | |
Ownership | 0.00% | 0.00% |
LAX Fund 2 Group, L.L.C [Member] | ||
Related Party Transaction [Line Items] | ||
Ownership | 0.00% | 0.00% |
Venice Caregivers Foundation, Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Location | Venice Beach - Abbot Kinney | |
Purpose | Dispensary | |
Ownership | 0.00% | 0.00% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended | |
Jun. 27, 2020 | Jun. 29, 2019 | |
MM Enterprises USA, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Delaware | |
Purpose | Operating Entity | |
Ownership | 100.00% | 100.00% |
MM CAN USA [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | |
Convergence Management Services, Ltd. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Canada | |
Purpose | Public Relations Entity | |
Ownership | 100.00% | 0.00% |
MM CAN USA [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | California | |
Purpose | Manager of MM Enterprises USA, LLC | |
Ownership | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended | |
Jun. 27, 2020 | Jun. 29, 2019 | |
LCR Manager, LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Location | Delaware | |
Purpose | Manager of the Real Estate Investment Trust | |
Ownership | 0.00% | 70.00% |
LCR SLP, LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Location | Delaware | |
Purpose | Holding Company | |
Ownership | 100.00% | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 12 Months Ended | |
Jun. 27, 2020 | Jun. 29, 2019 | |
MMOF Venice Parking, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Venice Beach - Lincoln Blvd. | |
Purpose | Parking Lot | |
Ownership | 100.00% | 100.00% |
MME RE AK, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Venice Beach - Abbot Kinney | |
Purpose | Building | |
Ownership | 100.00% | 100.00% |
MMOF RE SD, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | San Diego - Kearny Mesa | |
Purpose | Building | |
Ownership | 100.00% | 100.00% |
MMOF RE Vegas 2, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Las Vegas - The Strip | |
Purpose | Building | |
Ownership | 100.00% | 100.00% |
MMOF RE Fremont, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Las Vegas - Downtown Arts District | |
Purpose | Building | |
Ownership | 100.00% | 100.00% |
MME RE BH, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Los Angeles - Beverly Hills | |
Purpose | Building | |
Ownership | 100.00% | 100.00% |
NVGN RE Holdings, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Nevada | |
Purpose | Genetics R&D Facility | |
Ownership | 100.00% | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) | 12 Months Ended | |
Jun. 27, 2020 | Jun. 29, 2019 | |
MMOF Vegas Retail, Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
MME VMS, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | San Jose | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
Viktoriya's Medical Supplies, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
Sure Felt L L C [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
Kannaboost Technology Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Scottsdale and Tempe, Arizona | |
Purpose | Dispensaries | |
Ownership | 100.00% | 100.00% |
Manlin I, LLC[Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Los Angeles - West Hollywood | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
Farmacy Collective [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Los Angeles - West Hollywood | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
The Source Santa Ana [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Orange County - Santa Ana | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
SA Fund Group RT, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
CYON Corporation, Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Los Angeles - Beverly Hills | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
BH Fund II Group, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
MMOF Downtown Collective, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Los Angeles - Downtown | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
Advanced Patients' Collective [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
DT Fund II Group, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
MMOF San Diego Retail, Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | San Diego - Kearny Mesa | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
San Diego Retail Group II, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
MMOF Venice, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Venice Beach - Lincoln Blvd. | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
The Compassion Network, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
MMOF PD, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Palm Desert | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
MMOF Palm Desert, Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
MMOF SM, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Santa Monica | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
MMOF Santa Monica, Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
MMOF Fremont, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Las Vegas - Downtown Arts District | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
MMOF Fremont Retail, Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
MME SF Retail, Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | San Francisco | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
MMOF Vegas, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Las Vegas - North Las Vegas | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
MMOF Vegas 2, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Las Vegas - Cannacopia | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
MMOF Vegas Retail 2, Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
Project Compassion Venture, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Utica, New York | |
Purpose | Cultivation and Production Facility | |
Ownership | 100.00% | 100.00% |
Project Compassion Capital, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
Project Compassion NY, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
MedMen NY, Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | New York (Manhattan / Syracuse / Lake Success / Buffalo) | |
Purpose | Dispensaries | |
Ownership | 100.00% | 100.00% |
MME IL Group LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Oak Park, Illinois | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
Future Transactions Holdings, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
MME Seaside, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Seaside, California | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
PHSL, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
MME Sorrento Valley, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | San Diego - Sorrento Valley | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
Rochambeau, Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Emeryville, California | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
CSI Solutions, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
MME AZ Group, LLC[Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Mesa, Arizona | |
Purpose | Dispensary | |
Ownership | 100.00% | 100.00% |
EBA Holdings, Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Mesa, Arizona | |
Purpose | Cultivation and Production Facility | |
Ownership | 100.00% | 100.00% |
MattnJeremy, Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Long Beach, California | |
Purpose | Dispensary | |
Ownership | 100.00% | 0.00% |
Milkman, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Grover Beach, California | |
Purpose | Dispensary | |
Ownership | 100.00% | 0.00% |
MME 1001 North Retail, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Chicago, Illinois | |
Purpose | Dispensary | |
Ownership | 100.00% | 0.00% |
MME Evanston Retail, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Evanston, Illinois | |
Purpose | Dispensary | |
Ownership | 100.00% | 0.00% |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) | 12 Months Ended | |
Jun. 27, 2020 | Jun. 29, 2019 | |
Kannaboost Technology Inc 1 [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Mesa, Arizona | |
Purpose | Cultivation and Production Facility | |
Ownership | 100.00% | 100.00% |
Project Mustang Development, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Northern Nevada | |
Purpose | Cultivation and Production Facility | |
Ownership | 100.00% | 100.00% |
The Med Men Of Nevada 2 L L C [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
M M N V 2 Holdings I L L C [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
M M N V 2 Holdings I I L L C [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
M M N V 2 Holdings I I I L L C [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
M M N V 2 Holdings I V L L C [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
M M N V 2 Holdings V L L C [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
Manlin DHS Development, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Desert Hot Springs, California | |
Purpose | Cultivation and Production Facility | |
Ownership | 100.00% | 100.00% |
Desert Hot Springs Green Horizon Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
Project Compassion Venture, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Utica, New York | |
Purpose | Cultivation and Production Facility | |
Ownership | 100.00% | 100.00% |
EBA Holdings, Inc. [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Mesa, Arizona | |
Purpose | Cultivation and Production Facility | |
Ownership | 100.00% | 100.00% |
CSI Solutions, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Ownership | 100.00% | 100.00% |
MME Florida, LLC [Member] | ||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Location | Eustis, Florida | |
Purpose | Cultivation and Production Facility | |
Ownership | 100.00% | 100.00% |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 6) | 12 Months Ended |
Jun. 27, 2020 | |
Property, Plant and Equipment [Line Items] | |
Land | Not Depreciated |
Buildings and Improvements | 39 years |
Finance Lease Asset | Shorter of Lease Term or Economic Life |
Leasehold Improvements | Shorter of Lease Term or Economic Life |
Construction in Progress | Not Depreciated |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Right of Use Assets | 10 years |
Furniture and Fixtures | 3 years |
Equipment and Software | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Right of Use Assets | 20 years |
Furniture and Fixtures | 7 years |
Equipment and Software | 7 years |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 7) | 12 Months Ended |
Jun. 27, 2020 | |
Accounting Policies [Abstract] | |
Dispensary Licenses | 15 years |
Customer Relationships | 5 years |
Management Agreement | 30 years |
Intellectual Property | 10 years |
Capitalized Software | 3 years |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 8) | 12 Months Ended |
Jun. 27, 2020USD ($)$ / shares | |
Accounting Policies [Abstract] | |
Property and Equipment, Net | $ (6,105,588) |
Deferred Tax Liabilities | (9,540,007) |
Accumulated Deficit | 3,434,419 |
Provision for Income Taxes | 3,355,935 |
Net Loss and Comprehensive Loss Attributable to Shareholders of MedMen Enterprises Inc. | $ 3,355,935 |
Loss Per Share - Basic and Diluted Attributable to Shareholders of MedMen Enterprises Inc. | $ / shares | $ 0.03 |
Deferred Tax (Recovery) Expense | $ (3,355,935) |
Depreciation and Amortization | (78,484) |
Non - Cash Deferred Tax Impact on Property Purchases | $ (6,184,072) |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 9) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Financial Assets: | |||
Cash and Cash Equivalents | $ 21,313,672 | $ 9,418,501 | |
Restricted Cash | 730 | 1,029 | |
Financial Liabilities: | |||
Accounts Payable and Accrued Liabilities | 58,087,253 | 75,425,161 | |
Other Liabilities | 19,732,305 | $ 3,646,380 | |
Due to Related Party | 1,476,921 | 4,556,814 | 5,640,817 |
Derivative Liabilities | $ 5,707,715 | 546,076 | |
F V T P L [Member] | |||
Financial Assets: | |||
Cash and Cash Equivalents | 10,093,925 | 33,226,370 | |
Restricted Cash | 9,873 | 55,618 | |
Accounts Receivable | |||
Due from Related Party | |||
Investments | 3,786,791 | 13,018,791 | |
Financial Liabilities: | |||
Accounts Payable and Accrued Liabilities | |||
Other Liabilities | |||
Acquisition Consideration Related Liabilities | 8,951,801 | 774,000 | |
Notes Payable | |||
Due to Related Party | |||
Derivative Liabilities | 546,076 | 9,343,485 | |
Senior Secured Convertible Credit Facility | |||
Total [Member] | |||
Financial Assets: | |||
Cash and Cash Equivalents | 10,093,925 | 33,226,370 | |
Restricted Cash | 9,873 | 55,618 | |
Accounts Receivable | 963,997 | 621,945 | |
Due from Related Party | 3,109,717 | 4,921,455 | |
Investments | 3,786,791 | 13,018,791 | |
Financial Liabilities: | |||
Accounts Payable and Accrued Liabilities | 79,530,930 | 47,610,197 | |
Other Liabilities | 10,780,504 | 2,872,380 | |
Acquisition Consideration Related Liabilities | 8,951,801 | 774,000 | |
Notes Payable | 168,998,605 | 172,747,559 | |
Due to Related Party | 4,556,814 | 5,640,817 | |
Derivative Liabilities | 546,076 | 9,343,485 | |
Senior Secured Convertible Credit Facility | 166,368,463 | 86,855,415 | |
Amortized Cost [Member] | |||
Financial Assets: | |||
Cash and Cash Equivalents | |||
Restricted Cash | |||
Accounts Receivable | 963,997 | 621,945 | |
Due from Related Party | 3,109,717 | 4,921,455 | |
Investments | |||
Financial Liabilities: | |||
Accounts Payable and Accrued Liabilities | 79,530,930 | 47,610,197 | |
Other Liabilities | 10,780,504 | 2,872,380 | |
Acquisition Consideration Related Liabilities | |||
Notes Payable | 168,998,605 | 172,747,559 | |
Due to Related Party | 4,556,814 | 5,640,817 | |
Derivative Liabilities | |||
Senior Secured Convertible Credit Facility | $ 166,368,463 | $ 86,855,415 |
CONCENTRATIONS OF BUSINESS AN_2
CONCENTRATIONS OF BUSINESS AND CREDIT RISK (Details Narrative) | 12 Months Ended |
Jun. 27, 2020 | |
Fair Value Disclosures [Abstract] | |
Description of concentrations of business and credit risk | There were no customers that comprised more than 10% of the Company’s revenue for the years ended June 27, 2020 and June 29, 2019. |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Jun. 27, 2020 | Jun. 29, 2019 |
Disclosure Prepaid Expenses Abstract | ||
Prepaid Expenses | $ 3,962,686 | $ 9,471,692 |
Prepaid Rent | 2,077,771 | |
Prepaid Insurance | 700,078 | 2,348,441 |
Total Prepaid Expenses | $ 4,662,764 | $ 13,897,904 |
ASSETS HELD FOR SALE (Details 1
ASSETS HELD FOR SALE (Details 1) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | Feb. 13, 2019 | Dec. 03, 2018 |
Carrying Amounts of the Assets Included in Assets Held for Sale: | |||||
Cash and Cash Equivalents | $ 10,093,925 | $ 33,226,370 | |||
Other Current Assets | $ 8,177,203 | 9,105,457 | 18,913,039 | ||
TOTAL CURRENT ASSETS (1) | |||||
Property and Equipment, Net | 134,176,989 | 163,623,095 | |||
Operating Lease Right-of-Use Assets | 74,873,584 | 95,262,366 | |||
Goodwill | 32,900,458 | 32,900,458 | $ 14,860,708 | $ 16,912,951 | |
TOTAL NON-CURRENT ASSETS (1) | |||||
TOTAL ASSETS OF SUBSIDIARIES CLASSIFIED AS HELD FOR SALE | 487,330,788 | 574,263,604 | 687,476,394 | ||
Carrying Amounts of the Liabilities Included in Assets Held for Sale: | |||||
Accounts Payable and Accrued Liabilities | 58,087,253 | 75,425,161 | |||
Income Taxes Payable | 38,599,349 | 13,658,111 | |||
Other Current Liabilities | 20,722,125 | 20,278,381 | |||
TOTAL CURRENT LIABILITIES (1) | 8,704,279 | 8,318,506 | |||
Operating Lease Liabilities, Net of Current Portion | 96,779,586 | 110,928,400 | |||
TOTAL NON-CURRENT LIABILITIES (1) | |||||
TOTAL LIABILITIES OF SUBSIDIARIES CLASSIFIED AS HELD FOR SALE | $ 709,711,298 | 751,152,054 | $ 476,205,618 | ||
Assets Held For Sale [Member] | |||||
Carrying Amounts of the Assets Included in Assets Held for Sale: | |||||
Cash and Cash Equivalents | 743,271 | ||||
Prepaid Expenses | 7,798 | ||||
Inventory | 520,464 | ||||
Other Current Assets | 81,427 | ||||
TOTAL CURRENT ASSETS (1) | |||||
Property and Equipment, Net | 717,952 | ||||
Operating Lease Right-of-Use Assets | 190,986 | ||||
Intangible Assets, Net | 5,227,288 | ||||
Goodwill | 4,577,242 | ||||
TOTAL NON-CURRENT ASSETS (1) | |||||
TOTAL ASSETS OF SUBSIDIARIES CLASSIFIED AS HELD FOR SALE | 12,066,428 | ||||
Carrying Amounts of the Liabilities Included in Assets Held for Sale: | |||||
Accounts Payable and Accrued Liabilities | 963,255 | ||||
Income Taxes Payable | 159,053 | ||||
Other Current Liabilities | 27,854 | ||||
Operating Lease Liabilities, Net of Current Portion | 296,694 | ||||
Deferred Tax Liabilities | 2,151,879 | ||||
TOTAL NON-CURRENT LIABILITIES (1) | |||||
TOTAL LIABILITIES OF SUBSIDIARIES CLASSIFIED AS HELD FOR SALE | $ 3,598,735 |
BUSINESS ACQUISITIONS (Details)
BUSINESS ACQUISITIONS (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 03, 2018 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | Dec. 02, 2019 | |
Business Acquisition [Line Items] | ||||||
Net Income (Loss) | $ 1,000,000 | $ 1,000,000 | $ 26,661,541 | |||
MME Evanston Retail, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total Consideration | $ 6,930,557 | |||||
January 15, 2019 [Member] | Viktoriya Medical Supplies LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 3,800,000 | |||||
Note Payable | 6,500,000 | |||||
Relief of Credit | ||||||
Subordinate Voting Shares | ||||||
Present Value of Deferred Payments | ||||||
Contingent Consideration | ||||||
Total Consideration | $ 10,300,000 | |||||
Subordinate Voting Shares 1 | ||||||
Current assets | $ 200,000 | |||||
Fixed Assets | ||||||
Non-Current Assets | 3,328 | |||||
Liabilities Assumed | ||||||
Deferred Tax Liabilities | (1,539,744) | |||||
Customer Relationships | 1,650,000 | |||||
Dispensary License | 3,510,000 | |||||
Total Intangible Assets | 5,160,000 | |||||
Total Identifiable Net Assets | 3,823,584 | |||||
Goodwill | 6,476,416 | |||||
Total Preliminary Accounting Estimate of Net Assets Acquired | 10,300,000 | |||||
Acquisition Costs Expensed | 528,888 | |||||
Net Income (Loss) | (1,462,801) | |||||
Revenues | 2,960,376 | |||||
Pro Forma Net Income (Loss) | (755,000) | |||||
Pro Forma Revenues | 5,334,000 | |||||
March 29, 2019 [Member] | PHSL, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 750,000 | |||||
Note Payable | 2,250,000 | |||||
Relief of Credit | ||||||
Subordinate Voting Shares | ||||||
Present Value of Deferred Payments | ||||||
Contingent Consideration | ||||||
Total Consideration | $ 3,000,000 | |||||
Subordinate Voting Shares 1 | ||||||
Current assets | $ 114,645 | |||||
Fixed Assets | ||||||
Non-Current Assets | ||||||
Liabilities Assumed | (67,989) | |||||
Deferred Tax Liabilities | (474,158) | |||||
Customer Relationships | 659,000 | |||||
Dispensary License | 930,000 | |||||
Total Intangible Assets | 1,589,000 | |||||
Total Identifiable Net Assets | 1,161,498 | |||||
Goodwill | 1,838,502 | |||||
Total Preliminary Accounting Estimate of Net Assets Acquired | 3,000,000 | |||||
Acquisition Costs Expensed | ||||||
Net Income (Loss) | 91,646 | |||||
Revenues | 331,535 | |||||
Pro Forma Net Income (Loss) | (235,000) | |||||
Pro Forma Revenues | 1,232,000 | |||||
September 3, 2019 [Member] | MattnJeremy, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 1,000,000 | |||||
Note Payable | ||||||
Relief of Credit | ||||||
Subordinate Voting Shares | ||||||
Present Value of Deferred Payments | $ 1,875,000 | |||||
Contingent Consideration | 9,833,000 | |||||
Total Consideration | $ 12,708,000 | |||||
Subordinate Voting Shares 1 | 5,112,263 | |||||
Current assets | $ 405,000 | |||||
Fixed Assets | ||||||
Non-Current Assets | ||||||
Liabilities Assumed | ||||||
Deferred Tax Liabilities | (1,844,465) | |||||
Customer Relationships | 830,000 | |||||
Dispensary License | 5,100,000 | |||||
Total Intangible Assets | 5,930,000 | |||||
Total Identifiable Net Assets | 4,490,535 | |||||
Goodwill | 8,217,465 | |||||
Total Preliminary Accounting Estimate of Net Assets Acquired | 12,708,000 | |||||
Acquisition Costs Expensed | 421,497 | |||||
Net Income (Loss) | (11,293,305) | |||||
Revenues | 3,199,684 | |||||
Pro Forma Net Income (Loss) | 10,000 | |||||
Pro Forma Revenues | 50,000 | |||||
December 2, 2019 [Member] | MME Evanston Retail, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | ||||||
Note Payable | ||||||
Relief of Credit | $ 6,930,557 | |||||
Subordinate Voting Shares | ||||||
Present Value of Deferred Payments | ||||||
Contingent Consideration | ||||||
Total Consideration | $ 6,930,557 | |||||
Subordinate Voting Shares 1 | ||||||
Current assets | $ 537,771 | |||||
Fixed Assets | 430,621 | |||||
Non-Current Assets | ||||||
Liabilities Assumed | ||||||
Deferred Tax Liabilities | (1,583,745) | |||||
Customer Relationships | 300,000 | |||||
Dispensary License | 4,500,000 | |||||
Total Intangible Assets | 4,800,000 | |||||
Total Identifiable Net Assets | 4,184,647 | |||||
Goodwill | 2,745,910 | |||||
Total Preliminary Accounting Estimate of Net Assets Acquired | 6,930,557 | |||||
Acquisition Costs Expensed | ||||||
Net Income (Loss) | 870,289 | |||||
Revenues | 6,283,249 | |||||
Pro Forma Net Income (Loss) | (132,726) | |||||
Pro Forma Revenues | 4,488,035 | |||||
LVMC, LLC [Member] | October 9, 2018 [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 10,075,000 | |||||
Note Payable | ||||||
Relief of Credit | ||||||
Subordinate Voting Shares | ||||||
Present Value of Deferred Payments | ||||||
Contingent Consideration | ||||||
Total Consideration | $ 10,075,000 | |||||
Subordinate Voting Shares 1 | ||||||
Current assets | ||||||
Fixed Assets | ||||||
Non-Current Assets | ||||||
Liabilities Assumed | ||||||
Deferred Tax Liabilities | (1,028,307) | |||||
Customer Relationships | 770,000 | |||||
Dispensary License | 4,889,000 | |||||
Total Intangible Assets | 5,659,000 | |||||
Total Identifiable Net Assets | 4,630,693 | |||||
Goodwill | 5,444,307 | |||||
Total Preliminary Accounting Estimate of Net Assets Acquired | 10,075,000 | |||||
Acquisition Costs Expensed | 650,000 | |||||
Net Income (Loss) | (2,108,596) | |||||
Revenues | 1,914,479 | |||||
Pro Forma Net Income (Loss) | (140,000) | |||||
Pro Forma Revenues | ||||||
Monarch [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 6,986,541 | |||||
Total Consideration | $ 21,098,012 | |||||
Subordinate Voting Shares 1 | 4,019,065 | |||||
Monarch [Member] | December 3, 2018 [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 6,986,541 | |||||
Note Payable | ||||||
Relief of Credit | ||||||
Subordinate Voting Shares | 13,337,471 | |||||
Present Value of Deferred Payments | ||||||
Contingent Consideration | 774,000 | |||||
Total Consideration | $ 21,098,012 | |||||
Subordinate Voting Shares 1 | 4,019,065 | |||||
Current assets | $ 1,670,296 | |||||
Fixed Assets | 162,560 | |||||
Non-Current Assets | ||||||
Liabilities Assumed | (647,800) | |||||
Deferred Tax Liabilities | (1,229,995) | |||||
Customer Relationships | 1,820,000 | |||||
Dispensary License | 2,410,000 | |||||
Total Intangible Assets | 4,230,000 | |||||
Total Identifiable Net Assets | 4,185,061 | |||||
Goodwill | 16,912,951 | |||||
Total Preliminary Accounting Estimate of Net Assets Acquired | 21,098,012 | |||||
Acquisition Costs Expensed | 1,147,320 | |||||
Net Income (Loss) | (1,369,842) | |||||
Revenues | 3,905,002 | |||||
Pro Forma Net Income (Loss) | (219,000) | |||||
Pro Forma Revenues | 5,770,000 | |||||
Future Transactions Holding LLC [Member] | February 4, 2019 [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 3,050,000 | |||||
Note Payable | 3,000,000 | |||||
Relief of Credit | ||||||
Subordinate Voting Shares | 6,895,270 | |||||
Present Value of Deferred Payments | ||||||
Contingent Consideration | ||||||
Total Consideration | $ 12,945,270 | |||||
Subordinate Voting Shares 1 | 2,117,238 | |||||
Current assets | $ 88,142 | |||||
Fixed Assets | 436,499 | |||||
Non-Current Assets | ||||||
Liabilities Assumed | (24,481) | |||||
Deferred Tax Liabilities | (1,444,940) | |||||
Customer Relationships | 1,550,000 | |||||
Dispensary License | 2,530,000 | |||||
Total Intangible Assets | 4,080,000 | |||||
Total Identifiable Net Assets | 3,135,220 | |||||
Goodwill | 9,810,050 | |||||
Total Preliminary Accounting Estimate of Net Assets Acquired | 12,945,270 | |||||
Acquisition Costs Expensed | 252,492 | |||||
Net Income (Loss) | (455,441) | |||||
Revenues | 1,665,602 | |||||
Pro Forma Net Income (Loss) | (250,000) | |||||
Pro Forma Revenues | 1,664,000 | |||||
Kannaboost Technology Inc. and CSI Solutions LLC [Member] | February 13, 2019 [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 2,000,000 | |||||
Note Payable | 15,000,000 | |||||
Relief of Credit | ||||||
Subordinate Voting Shares | 14,169,438 | |||||
Present Value of Deferred Payments | ||||||
Contingent Consideration | ||||||
Total Consideration | $ 31,169,438 | |||||
Subordinate Voting Shares 1 | 4,739,626 | |||||
Current assets | $ 1,857,589 | |||||
Fixed Assets | 3,220,955 | |||||
Non-Current Assets | ||||||
Liabilities Assumed | ||||||
Deferred Tax Liabilities | (6,059,814) | |||||
Customer Relationships | 3,390,000 | |||||
Dispensary License | 13,900,000 | |||||
Total Intangible Assets | 17,290,000 | |||||
Total Identifiable Net Assets | 16,308,730 | |||||
Goodwill | 14,860,708 | |||||
Total Preliminary Accounting Estimate of Net Assets Acquired | 31,169,438 | |||||
Acquisition Costs Expensed | ||||||
Net Income (Loss) | (1,143,117) | |||||
Revenues | 6,139,233 | |||||
Pro Forma Net Income (Loss) | 2,511,000 | |||||
Pro Forma Revenues | 11,044,000 | |||||
TOTAL [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 1,000,000 | 26,661,541 | ||||
Note Payable | 26,750,000 | |||||
Relief of Credit | $ 6,930,557 | |||||
Subordinate Voting Shares | 34,402,179 | |||||
Present Value of Deferred Payments | $ 1,875,000 | |||||
Contingent Consideration | 9,833,000 | 774,000 | ||||
Total Consideration | $ 19,638,577 | $ 88,587,720 | ||||
Subordinate Voting Shares 1 | 5,112,263 | 10,875,929 | ||||
Current assets | $ 942,771 | $ 3,930,672 | ||||
Fixed Assets | 430,621 | 3,820,014 | ||||
Non-Current Assets | 3,328 | |||||
Liabilities Assumed | (740,270) | |||||
Deferred Tax Liabilities | (3,428,210) | (11,776,958) | ||||
Customer Relationships | 1,130,000 | 9,839,000 | ||||
Dispensary License | 9,600,000 | 28,169,000 | ||||
Total Intangible Assets | 10,730,000 | 38,008,000 | ||||
Total Identifiable Net Assets | 8,675,182 | 33,244,786 | ||||
Goodwill | 10,963,375 | 55,342,934 | ||||
Total Preliminary Accounting Estimate of Net Assets Acquired | 19,638,577 | 88,587,720 | ||||
Acquisition Costs Expensed | 421,497 | 2,578,700 | ||||
Net Income (Loss) | (10,423,016) | (6,448,151) | ||||
Revenues | 9,482,933 | 16,916,227 | ||||
Pro Forma Net Income (Loss) | (122,726) | 912,000 | ||||
Pro Forma Revenues | $ 4,538,035 | $ 25,044,000 |
BUSINESS ACQUISITIONS (Details
BUSINESS ACQUISITIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 03, 2019 | Feb. 13, 2019 | Feb. 04, 2019 | Dec. 03, 2018 | Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | Dec. 02, 2019 | Mar. 29, 2019 | Jan. 15, 2019 | Oct. 09, 2018 | |
Business Acquisition [Line Items] | ||||||||||||||
Loss on extinguishment of debt | $ 6,420,526 | $ 11,570,696 | $ 17,493,887 | $ 43,800,931 | $ 44,355,401 | $ 1,164,054 | ||||||||
TOTAL [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate consideration | 19,638,577 | 88,587,720 | ||||||||||||
Cash | $ 1,000,000 | $ 26,661,541 | ||||||||||||
Subordinate voting shares | 5,112,263 | 10,875,929 | ||||||||||||
Contingent Consideration aggregate value | $ 9,833,000 | $ 774,000 | ||||||||||||
Note Payable | $ 26,750,000 | |||||||||||||
Monarch [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate consideration | $ 21,098,012 | |||||||||||||
Cash | $ 6,986,541 | |||||||||||||
Deferred payment description | The Company determined the present value of the Company’s estimates of future outcomes of revenue targets being met (revenue targets ranged from $7,000,000 to $10,000,000) and the likelihood of the earn out being paid which was valued at $774,000. | |||||||||||||
Subordinate voting shares | 4,019,065 | |||||||||||||
Subordinate voting shares value | $ 1,000,000 | |||||||||||||
Per share price | $ 3.32 | |||||||||||||
Mattn Jeremy, Inc. [Member] | One Love Beach Club [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate consideration | $ 12,708,000 | |||||||||||||
Cash | $ 1,000,000 | |||||||||||||
Deferred payment description | $1,000,000 deferred payment to be paid six months after closing, $1,000,000 deferred payment to be paid one year after closing | |||||||||||||
Subordinate voting shares | 5,112,263 | 3,045,989 | ||||||||||||
Contingent Consideration aggregate value | $ 9,833,000 | |||||||||||||
Deferred payment present value | $ 1,875,000 | |||||||||||||
Subordinate voting shares value | $ 748,658 | |||||||||||||
Loss on extinguishment of debt | $ 248,656 | |||||||||||||
MME Evanston Retail, LLC [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate consideration | $ 6,930,557 | |||||||||||||
Membership interests | 100.00% | |||||||||||||
LVMC, LLC [Member] | Cannacopia [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cash | $ 10,075,000 | |||||||||||||
Viktoriya's Medical Supplies, LLC [Member] | Buddys Cannabis [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate consideration | $ 10,300,000 | |||||||||||||
Cash | 3,800,000 | |||||||||||||
Note Payable | $ 6,500,000 | |||||||||||||
Future Transactions Holdings, LLC [Member] | Seven Point [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate consideration | $ 12,945,270 | |||||||||||||
Cash | $ 3,050,000 | |||||||||||||
Subordinate voting shares | 2,117,238 | |||||||||||||
Per share price | $ 3.26 | |||||||||||||
Note Payable | $ 3,000,000 | |||||||||||||
Kannaboost Technology Inc. and CSI Solutions LLC [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate consideration | $ 31,169,438 | |||||||||||||
Cash | $ 2,000,000 | |||||||||||||
Deferred payment description | As part of the transaction, the Company also received a 40% stake in top-selling brand K.I.N.D. Concentrates, which is currently distributed in over 90% of the dispensaries in Arizona. | |||||||||||||
Subordinate voting shares | 4,739,626 | |||||||||||||
Per share price | $ 2.99 | |||||||||||||
Note Payable | $ 15,000,000 | |||||||||||||
PHSL, LLC [Member] | SugarLeaf Trading Co. [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate consideration | $ 3,000,000 | |||||||||||||
Cash | $ 750,000 | |||||||||||||
Membership interests | 100.00% | |||||||||||||
Note Payable | $ 2,250,000 |
TERMINATION OF PREVIOUSLY ANN_2
TERMINATION OF PREVIOUSLY ANNOUNCED ACQUISITION (Details Narrative) - USD ($) | Oct. 11, 2018 | Jun. 27, 2020 | Oct. 07, 2019 | Oct. 09, 2018 |
Business Acquisition [Line Items] | ||||
Excluded value of land | $ 212,000 | |||
Proceeds from sale of right of asset | 17,000,000 | |||
Pharma Cann Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Transferred in assets held for sale related to Staunton | 6,870,833 | |||
PharmaCann Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Outstanding equity interest | $ 682,000,000 | |||
Line of credit | $ 20,000,000 | |||
Interest rate | 7.50% | |||
Transfer of membership interests | 100.00% | |||
Realized and unrealized gain on investments | 1,050,833 | |||
Impairment component of land value | 5,607,600 | |||
Gain on sale of Hillcrest assets | $ 9,490,800 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 42,690,375 | $ 42,690,375 | $ 30,457,820 | |||
Amortization expense | 4,452,573 | $ 4,333,212 | 13,104,322 | $ 10,660,164 | 16,880,094 | $ 12,439,105 |
Share based compensation | 24,832 | $ 41,293 | 62,951 | $ 313,535 | 346,180 | 276,847 |
Impairment expense | 38,959,000 | |||||
Capitalized Software [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 4,071,756 | 4,071,756 | 2,273,432 | 579,161 | ||
Management Agreements [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 565,972 | |||||
Management Agreement [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 715,761 | 715,761 | 565,972 | 366,667 | ||
Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 8,113,913 | |||||
Intellectual Property [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 3,006,772 | 3,006,772 | 5,496,231 | 0 | ||
Customer Relationship [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 14,210,226 | 14,210,226 | 6,261,515 | 6,484,668 | ||
Dispensary Licenses [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 19,162,587 | |||||
Dispensary License [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 20,685,860 | $ 20,685,860 | $ 15,860,670 | $ 9,330,150 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 12 Months Ended | |
Jun. 27, 2020 | Jun. 29, 2019 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Goodwill beginning balance | $ 30,217,597 | |
Acquired Goodwil | $ 10,963,375 | 55,342,934 |
Transferred to Assets Held for Sale | (4,615,810) | (31,773,659) |
Goodwill ending balance | 33,861,150 | 53,786,872 |
Impairment Losses | (26,273,287) | |
California [Member] | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Goodwill beginning balance | 8,427,925 | |
Acquired Goodwil | 8,217,465 | 8,314,918 |
Transferred to Assets Held for Sale | (1,869,900) | |
Goodwill ending balance | 23,090,408 | 16,742,843 |
Impairment Losses | ||
Illinois [Member] | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Goodwill beginning balance | ||
Acquired Goodwil | 2,745,910 | 9,810,050 |
Transferred to Assets Held for Sale | (2,745,910) | |
Goodwill ending balance | 9,810,050 | 9,810,050 |
Impairment Losses | ||
Nevada [Member] | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Goodwill beginning balance | 11,111,980 | |
Acquired Goodwil | 5,444,307 | |
Transferred to Assets Held for Sale | ||
Goodwill ending balance | 16,556,287 | |
Impairment Losses | (16,556,287) | |
Arizona [Member] | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Goodwill beginning balance | ||
Acquired Goodwil | 31,773,659 | |
Transferred to Assets Held for Sale | (31,773,659) | |
Goodwill ending balance | ||
Impairment Losses | ||
New York [Member] | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Goodwill beginning balance | 10,677,692 | |
Acquired Goodwil | ||
Transferred to Assets Held for Sale | ||
Goodwill ending balance | 960,692 | $ 10,677,692 |
Impairment Losses | $ (9,717,000) |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | Jun. 27, 2020 | Jun. 29, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 33,861,150 | $ 53,786,872 |
Goodwill impairment loss | $ 26,273,287 |
OTHER ASSETS (Details Narrative
OTHER ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 27, 2021 | Jun. 27, 2020 | |
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||
Impairment expense of other assets | $ 1,573,563 | |
Other Assets [Member] | ||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||
Impairment expense of other assets | $ 5,944,143 |
OTHER CURRENT LIABILITIES AND_3
OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES (Details) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | |||
Accrued Interest Payable | $ 405,000 | ||
Other Current Liabilities | $ 20,722,125 | 20,278,381 | |
Other Current Liabilitiesand Other Non Current Liabilities [Member] | |||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | |||
Accrued Interest Payable | 790,906 | 9,051,650 | $ 2,819,594 |
Contingent Consideration | 87,893 | 8,951,801 | 774,000 |
Other Current Liabilities | $ 14,135,611 | 1,728,854 | 52,786 |
Total Other Current Liabilities | $ 19,732,305 | $ 3,646,380 |
OTHER CURRENT LIABILITIES AND_4
OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES (Details 1) - USD ($) | Jun. 27, 2020 | Jun. 29, 2019 |
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||
Deferred Gain on Sale of Assets (1)(2) | $ 4,164,713 | $ 4,731,338 |
Other Current Liabilitiesand Other Non Current Liabilities [Member] | ||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||
Deferred Gain on Sale of Assets (1)(2) | 4,164,713 | 4,731,338 |
Contingent Consideration | 20,197,690 | |
Other Long Term Liabilities | 50,820 | |
Total Other Non-Current Liabilities | $ 4,215,533 | $ 24,929,028 |
OTHER CURRENT LIABILITIES AND_5
OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 26, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | |||||
Increase in Fair Value of Contingent Consideration Related to Asset Acquisition | $ 622,329 | $ 2,686,488 | $ 4,140,786 | $ 3,084,097 | |
Other Current Liabilitiesand Other Non Current Liabilities [Member] | |||||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | |||||
Contingent Consideration for other liabilities | 20,197,689 | ||||
Increase in Fair Value of Contingent Consideration Related to Asset Acquisition | $ 8,438,690 | ||||
Cash received | $ 10,000,000 | ||||
Settlement of Contingent Consideration | 10,811,219 | ||||
Fair value of the liability | $ 9,386,471 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - Warrants One [Member] | Jun. 29, 2019shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
September Bought Deal Equity Financing | 7,840,909 |
December Bought Deal Equity Financing | 13,640,000 |
Total | 21,480,909 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - Derivative Liabilities One [Member] - USD ($) | Jun. 27, 2020 | Jun. 29, 2019 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Balance at Beginning of Period | $ 9,343,485 | |
Initial Recognition of Derivative Liabilities | 13,252,207 | |
Change in Fair Value of Derivative Liabilities | (8,797,409) | (3,908,722) |
Balance at End of Period | $ 546,076 | $ 9,343,485 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | Jun. 27, 2020 | Jun. 29, 2019 |
Leases [Abstract] | ||
Balance at Beginning of Year | $ 5,297,965 | |
Additions | 5,666,274 | |
Amortization | 566,625 | 368,309 |
Balance at End of Year | 4,731,340 | 5,297,965 |
Less Current Portion of Deferred Gain | (566,627) | (566,627) |
Deferred Gain on Sale of Assets, Net of Current Portion | $ 4,164,713 | $ 4,731,338 |
LEASES (Details 3)
LEASES (Details 3) - USD ($) | Mar. 27, 2021 | Jun. 27, 2020 |
Leases [Abstract] | ||
June 26, 2021 | $ 5,504,585 | $ 34,049,336 |
June 25, 2022 | 22,989,719 | 34,040,450 |
June 24, 2023 | 23,241,907 | 34,224,191 |
June 29, 2024 | 27,249,872 | 31,289,161 |
June 28, 2025 | 21,096,035 | 30,837,827 |
December 27, 2026 and Thereafter | 102,173,727 | 134,553,668 |
Total lease payment | $ 202,255,845 | $ 298,994,663 |
NOTES PAYABLE (Details 2)
NOTES PAYABLE (Details 2) | Jun. 27, 2020USD ($) |
Notes Payable | |
June 26, 2021 | $ 16,188,668 |
June 25, 2022 | 77,675,000 |
June 24, 2023 | |
June 29, 2024 | |
June 28, 2025 | |
June 27, 2026 and Thereafter | 85,916,225 |
Total Notes Payable | $ 179,779,893 |
SHAREHOLDERS_ EQUITIES (Details
SHAREHOLDERS’ EQUITIES (Details Narrative) - USD ($) | Apr. 10, 2019 | Dec. 05, 2018 | Sep. 27, 2018 | Dec. 26, 2020 | Jun. 27, 2020 | Mar. 27, 2021 | Dec. 10, 2019 | Jun. 29, 2019 |
Class of Warrant or Right [Line Items] | ||||||||
Bought Deal Equity Financing description | On December 5, 2018, MedMen Corp completed a bought deal financing (the “December Offering”) of 13,640,000 units (the “December Units”) at a price of C$5.50 per December Unit (the “December Issue Price”) for aggregate gross proceeds of approximately C$75,020,000 (or $55,976,720 U.S. dollars). | On September 27, 2018, MedMen Corp completed a bought deal financing (the “September Offering”) of 15,681,818 units (the “September Units”) at a price of C$5.50 per September Unit (the “September Issue Price”), which included the exercise in full by the Underwriters of their over-allotment option, for aggregate gross proceeds of approximately C$86,250,000 (or $65,935,325 U.S. dollars). | ||||||
Voting Share exercise price | $ 5.28 | $ 0.43 | ||||||
Distribution agreement Description | the Company may, from time to time, sell Subordinate Voting Shares for aggregate gross proceeds of up to C$60,000,000. | |||||||
Proceed from shares issued, shares | 9,789,300 | 5,168,500 | ||||||
Proceed from shares issued, amount | $ 12,399,252 | $ 13,306,096 | ||||||
LLC for gross proceeds | $ 12,500,000 | |||||||
MM CAN USA [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Non-controlling interest, shares issued | 36.89% | 64.85% | ||||||
MM Enterprises USA Common Units [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Non-controlling interest, shares issued | 0.11% | 0.10% | 0.15% | |||||
MM CAN USA [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Redeemable stock par value | $ 0.001 | |||||||
Class B authorized shares | $ 1,000,000,000 | |||||||
January 19, 2019 [Member] | Purchase agreement [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Acquisition from related party | $ 33,035,817 | |||||||
Purchase price of subordinate voting share | 9,736,870 | |||||||
Aggregate value of Subordinate Voting Shares | $ 33,035,817 | |||||||
Additional subordinate Shares issued | 1,051,902 | |||||||
Class A Super Voting Shares [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Super voting shares description | At each such meeting, holders of Super Voting Shares are entitled to 1,000 votes in respect of each Super Voting Share held. Provided that the founders hold more than 50% of the issued and outstanding non-voting common shares of MM Corp and Common Units of LLC, otherwise each holders of Super Voting Shares are entitled to 50 votes in respect of each Super Voting Share held. | |||||||
Voting Share exercise price | $ 0.10119 | |||||||
Total redeemable amount | $ 82,500 | |||||||
Amount due to related party | $ 475,650 | |||||||
Super Voting Shares [Member] | December 10, 2020 [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Cancellation of Super Voting Shares | 815,295 |
SHARE-BASED COMPENSATION (De_10
SHARE-BASED COMPENSATION (Details 2) | 12 Months Ended |
Jun. 27, 2020$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Stock Options Outstanding | 8,618,204 |
Stock Options Exercisable | 4,248,393 |
Subordinate Votings Shares One [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 3.41 |
Expiration Date | August 2021 |
Stock Options Outstanding | 32,974 |
Stock Options Exercisable | 32,974 |
Subordinate Votings Shares Two [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 3.84 |
Expiration Date | July 2023 |
Stock Options Outstanding | 200,000 |
Stock Options Exercisable | 200,000 |
Subordinate Votings Shares Three [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 4.03 |
Expiration Date | May 2028 |
Stock Options Outstanding | 1,916,739 |
Stock Options Exercisable | 1,426,900 |
Subordinate Votings Shares Four [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 4.05 |
Expiration Date | August 2028 |
Stock Options Outstanding | 61,950 |
Stock Options Exercisable | 61,950 |
Subordinate Votings Shares Five [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 4.05 |
Expiration Date | August 2028 |
Stock Options Outstanding | 376,746 |
Stock Options Exercisable | |
Subordinate Votings Shares Six [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 4.03 |
Expiration Date | October 2028 |
Stock Options Outstanding | 35,000 |
Stock Options Exercisable | 16,041 |
Subordinate Votings Shares Seven [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 5.71 |
Expiration Date | October 2028 |
Stock Options Outstanding | 466,075 |
Stock Options Exercisable | 251,968 |
Subordinate Votings Shares Eight [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 3.42 |
Expiration Date | January 2029 |
Stock Options Outstanding | 394,980 |
Stock Options Exercisable | 298,046 |
Subordinate Votings Shares Nine [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 2.64 |
Expiration Date | None |
Stock Options Outstanding | |
Stock Options Exercisable | |
Subordinate Votings Shares Ten [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 3.36 |
Expiration Date | February 2029 |
Stock Options Outstanding | 207,842 |
Stock Options Exercisable | 207,842 |
Subordinate Votings Shares Eleven [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 3.06 |
Expiration Date | April 2029 |
Stock Options Outstanding | 238,064 |
Stock Options Exercisable | 132,262 |
Subordinate Votings Shares Twelve [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 2.79 |
Expiration Date | April 2029 |
Stock Options Outstanding | 225,106 |
Stock Options Exercisable | 71,847 |
Subordinate Votings Shares Thirteen [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 2.36 |
Expiration Date | May 2029 |
Stock Options Outstanding | 35,895 |
Stock Options Exercisable | 14,014 |
Subordinate Votings Shares Fourteen [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 2.66 |
Expiration Date | June 2029 |
Stock Options Outstanding | 63,250 |
Stock Options Exercisable | 16,291 |
Subordinate Votings Shares Fifteen [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 2.17 |
Expiration Date | June 2029 |
Stock Options Outstanding | 724,645 |
Stock Options Exercisable | 724,645 |
Subordinate Votings Shares Sixteen [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 2.02 |
Expiration Date | July 2029 |
Stock Options Outstanding | 578,623 |
Stock Options Exercisable | |
Subordinate Votings Shares Seventeen [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 1.99 |
Expiration Date | August 2029 |
Stock Options Outstanding | 467,660 |
Stock Options Exercisable | |
Subordinate Votings Shares Eighteen [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 1.55 |
Expiration Date | September 2029 |
Stock Options Outstanding | 269,655 |
Stock Options Exercisable | |
Subordinate Votings Shares Nineteen [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 2.02 |
Expiration Date | None |
Stock Options Outstanding | 645,705 |
Stock Options Exercisable | |
Subordinate Votings Shares Twenty [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 1.38 |
Expiration Date | October 2029 |
Stock Options Outstanding | 144,260 |
Stock Options Exercisable | |
Subordinate Votings Shares Twenty One [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 0.44 |
Expiration Date | December 2029 |
Stock Options Outstanding | 249,908 |
Stock Options Exercisable | |
Subordinate Votings Shares Twenty Two [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 0.53 |
Expiration Date | January 2030 |
Stock Options Outstanding | 161,395 |
Stock Options Exercisable | |
Subordinate Votings Shares Twenty Three [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 0.53 |
Expiration Date | January 2030 |
Stock Options Outstanding | 231,630 |
Stock Options Exercisable | 231,630 |
Subordinate Votings Shares Twenty Four [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 0.47 |
Expiration Date | January 2030 |
Stock Options Outstanding | 289,119 |
Stock Options Exercisable | |
Subordinate Votings Shares Twenty Five [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 0.27 |
Expiration Date | February 2030 |
Stock Options Outstanding | 32,000 |
Stock Options Exercisable | |
Subordinate Votings Shares Twenty Six [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 0.11 |
Expiration Date | March 2030 |
Stock Options Outstanding | 46,608 |
Stock Options Exercisable | 46,608 |
Subordinate Votings Shares Twenty Seven [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 0.38 |
Expiration Date | March 2030 |
Stock Options Outstanding | 7,000 |
Stock Options Exercisable | |
Subordinate Votings Shares Twenty Eight [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 0.18 |
Expiration Date | May 2030 |
Stock Options Outstanding | 199,290 |
Stock Options Exercisable | 199,290 |
Subordinate Voting Shares [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 3.26 |
Expiration Date | February 2029 |
Stock Options Outstanding | 316,085 |
Stock Options Exercisable | 316,085 |
SHARE-BASED COMPENSATION (De_11
SHARE-BASED COMPENSATION (Details 7) - $ / shares | 9 Months Ended | 12 Months Ended | |
Mar. 27, 2021 | Jun. 27, 2020 | Jun. 29, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-Average Stock Price | $ 2.65 | $ 4.10 | |
Weighted-Average Volatility | 90.01% | 83.30% | 72.00% |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-Average Stock Price | $ 5.07 | ||
Weighted-Average CDN to USD Conversion Rate | 76.00% | ||
Weighted-Average Volatility | 72.00% | ||
Weighted-Average Months | 28 months 21 days |
PROVISION FOR INCOME TAXES AN_5
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES (Details 1) - Deferred Tax Assets [Member] - USD ($) | Jun. 27, 2020 | Jun. 29, 2019 |
Regulatory Assets [Line Items] | ||
Sale and Leaseback | $ 1,378,229 | $ 1,563,839 |
Net Operating Loss | 14,773,963 | 2,960,466 |
Fair Value of Investments | 1,019,919 | |
Lease Liability | 30,545,899 | |
Held for Sale | 16,580,885 | |
Notes Payable | 16,156,489 | 11,368,955 |
Total Deferred Tax Assets | 80,455,384 | 15,893,260 |
Deferred Tax Assets Not Recognized | (49,939,139) | (2,465,506) |
Net Deferred Tax Assets | 30,516,245 | 13,427,754 |
Leases | (14,974,482) | |
Property, Plant & Equipment | (25,286,947) | (42,916,321) |
Intangible Assets | (37,731,096) | (54,108,705) |
Senior Secured Convertible Credit Facility | (9,420,472) | (6,880,066) |
Fair Value of Investments | (1,270,885) | |
Total Deferred Tax Liabilities | (87,412,297) | (105,175,977) |
Net Deferred Tax Liabilities | $ (56,896,752) | $ (91,748,223) |
PROVISION FOR INCOME TAXES AN_6
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
Expected Income Tax Benefit at Statutory Tax Rate | $ (113,915,623) | $ (55,276,377) | ||||
Section 280E Permanent and Other Non-Deductible Items | 89,883,278 | 54,421,363 | ||||
State Rate | 2,471,663 | 2,401,365 | ||||
Tax Gain on Sale Leaseback | 8,377,927 | 4,732,502 | ||||
Benefit on Failed Sale Lease back | (11,368,955) | |||||
Effect of GAAP Impairment | (37,651,440) | |||||
Effect of Held for Sale | (16,580,885) | |||||
Effect of ASC 842 Implementation | (15,571,417) | |||||
Benefit on Recognized California Net Operating Loss | (2,935,116) | (2,960,466) | ||||
Valuation Allowance | 45,092,787 | 2,465,505 | ||||
Reported Income Tax Expense | $ (40,828,826) | $ (5,585,061) | ||||
Effective Tax Rate | 65.00% | 23.00% | 2.00% | 24.00% | 7.09% | 1.03% |
PROVISION FOR INCOME TAXES AN_7
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES (Details 3) - USD ($) | 12 Months Ended | |
Jun. 27, 2020 | Jun. 29, 2019 | |
Income Tax Disclosure [Abstract] | ||
Balance at Beginning of Period | $ (91,748,223) | $ (11,160,195) |
Recognized in Profit or Loss | 64,976,314 | 26,183,289 |
Recognized in Property, Plant & Equipment and Intangible Assets | (15,586,467) | (88,625,236) |
Recognized in Goodwill | (3,428,210) | (11,776,956) |
Recognized in Equity | (11,110,166) | (7,407,693) |
Recognized in Retained Earnings | 1,038,568 | |
Balance at End of Period | $ (56,896,752) | $ (91,748,223) |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Mar. 27, 2021 | Jul. 27, 2020 | Jun. 27, 2020 | Jun. 29, 2019 |
Related Party Transaction [Line Items] | ||||
Amounts due from related parties | $ 3,109,717 | $ 4,921,455 | ||
Amounts due to related parties | $ (1,476,921) | (4,556,814) | (5,640,817) | |
Med Men Opportunity Fund G P L L C [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts due from related parties | 1,289,513 | 1,228,259 | ||
Med Men Canada Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts due from related parties | 1,153,200 | |||
Related Party Transactions [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts due to related parties | (4,556,814) | (5,640,817) | ||
M M O F G P Fund [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts due from related parties | 1,820,204 | 1,820,904 | ||
Other [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts due from related parties | 719,092 | |||
Amounts due to related parties | (1,476,221) | (1,684,274) | ||
Fund L P I I [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts due from related parties | $ 1,820,204 | |||
Amounts due to related parties | (1,093,896) | (1,093,896) | ||
Fund L P [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts due from related parties | $ 1,289,513 | |||
Amounts due to related parties | $ (1,986,697) | $ (2,862,647) |
Correction of Error in Previo_3
Correction of Error in Previously Issued Financial Statements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 27, 2021 | Mar. 28, 2020 | Mar. 27, 2021 | Mar. 28, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenue | $ 32,028,679 | $ 44,064,955 | $ 96,390,475 | $ 123,391,681 | $ 157,112,281 | $ 119,919,169 |
Cost of Goods Sold | 42,452 | 536,729 | 383,618 | 1,640,176 | 22,989,561 | 1,424,358 |
Gross Profit | 13,321,505 | 13,635,892 | 45,723,648 | 44,815,935 | 58,120,974 | 55,450,812 |
General and Administrative | 28,939,691 | 42,957,935 | 89,686,896 | 150,774,000 | 200,273,872 | 239,344,688 |
Sales and Marketing | 127,570 | 1,047,996 | 524,209 | 10,440,773 | 10,641,912 | 27,548,784 |
Depreciation and Amortization | 7,950,490 | 7,476,622 | 24,837,550 | 22,351,909 | 39,953,805 | 22,055,590 |
Impairment Expense | 1,573,563 | 2,363,272 | 239,509,415 | |||
Total Expenses | 40,149,844 | 54,293,553 | 92,984,611 | 198,811,967 | 505,563,839 | 305,491,902 |
Loss from Operations | (26,828,339) | (40,657,661) | (47,260,963) | (153,996,032) | (447,442,865) | (250,041,090) |
Interest Expense | 10,114,050 | 7,136,316 | 26,574,962 | 21,313,190 | 40,425,315 | 12,381,121 |
Amortization of Debt Discount and Loan Origination Fees | 8,166,700 | 1,511,085 | 14,634,267 | 3,289,863 | 9,061,967 | 8,308,751 |
Change in Fair Value of Derivatives | (1,938,995) | (11,725) | (2,066,495) | (8,041,429) | (8,797,409) | (3,908,722) |
Realized and Unrealized Gain on Investment, Assets Held For Sale and Other Assets | (86,124) | (16,600,604) | (16,373,788) | (4,259,000) | ||
Loss on Extinguishment of Debt | 6,420,526 | 11,570,696 | 17,493,887 | 43,800,931 | 44,355,401 | 1,164,054 |
Total Other Expenses | 22,720,366 | 19,994,159 | 56,053,641 | 43,001,142 | 67,905,451 | 12,984,414 |
Loss from Continuing Operations Before Provision for Income Taxes | (49,548,705) | (60,651,820) | (103,314,604) | (196,997,174) | (515,348,316) | (263,025,504) |
Provision for Income Tax Benefit | (32,207,910) | (13,836,022) | 2,101,121 | (47,088,266) | (39,598,946) | (6,369,046) |
Net Loss from Continuing Operations | (17,340,795) | (46,815,798) | (105,415,725) | (149,908,908) | (475,749,370) | (256,656,458) |
Net Loss from Discontinued Operations, Net of Taxes | 7,609,983 | (5,843,713) | (6,023,429) | (58,797,102) | (50,781,039) | (1,264,196) |
Net Loss | (9,730,812) | (52,659,511) | (111,439,154) | (208,706,010) | (526,530,409) | (257,920,654) |
Net Loss Attributable to Non-Controlling Interest | 3,987,882 | (27,687,295) | (26,105,114) | (118,260,518) | (279,266,058) | (188,840,766) |
Net Loss Attributable to Shareholders of MedMen Enterprises Inc. | $ (13,718,694) | $ (24,972,216) | $ (85,334,040) | $ (90,445,492) | $ (247,264,351) | $ (69,079,888) |
From Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. | $ (0.04) | $ (0.06) | $ (0.18) | $ (0.48) | $ (0.73) | $ (0.64) |
From Discontinued Operations Attributable to Shareholders of MedMen Enterprises, Inc. | $ 0.01 | $ (0.02) | $ (0.01) | $ (0.89) | $ (0.19) | $ (0.01) |
Weighted-Average Shares Outstanding - Basic and Diluted | 541,029,620 | 315,384,911 | 482,213,951 | 65,930,969 | 270,418,842 | 105,915,105 |
Previously Reported [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenue | $ 157,112,281 | $ 119,919,169 | ||||
Cost of Goods Sold | 98,991,307 | 64,468,357 | ||||
Gross Profit | 58,120,974 | 55,450,812 | ||||
General and Administrative | 200,273,872 | 239,344,688 | ||||
Sales and Marketing | 10,641,912 | 27,548,784 | ||||
Depreciation and Amortization | 39,953,805 | 22,055,590 | ||||
Realized and Unrealized Gain on Changes in Fair Value of Contingent Consideration | ||||||
Impairment Expense | ||||||
Loss on Disposals of Assets, Restructuring Fees and Other Expenses | ||||||
Total Expenses | 250,869,589 | 288,949,062 | ||||
Loss from Operations | (192,748,615) | (233,498,250) | ||||
Interest Expense | 40,425,315 | 12,381,121 | ||||
Interest Income | (766,035) | (701,790) | ||||
Amortization of Debt Discount and Loan Origination Fees | 9,061,967 | 8,308,751 | ||||
Change in Fair Value of Derivatives | (8,797,409) | (3,908,722) | ||||
Realized and Unrealized Gain on Investment, Assets Held For Sale and Other Assets | (16,373,788) | (4,259,000) | ||||
Realized and Unrealized Gain on Changes in Fair Value of Contingent Consideration | 8,951,801 | |||||
Impairment Expense | 239,509,415 | |||||
Loss on Disposals of Assets, Restructuring Fees and Other Expenses | 50,588,435 | 16,542,840 | ||||
Loss on Extinguishment of Debt | 1,164,054 | |||||
Total Other Expenses | 322,599,701 | 29,527,254 | ||||
Loss from Continuing Operations Before Provision for Income Taxes | (515,348,316) | (263,025,504) | ||||
Provision for Income Tax Benefit | 39,598,946 | 6,369,046 | ||||
Net Loss from Continuing Operations | (475,749,370) | (256,656,458) | ||||
Net Loss from Discontinued Operations, Net of Taxes | (50,781,039) | (1,264,196) | ||||
Net Loss | (526,530,409) | (257,920,654) | ||||
Net Loss Attributable to Non-Controlling Interest | (279,266,058) | (188,840,766) | ||||
Net Loss Attributable to Shareholders of MedMen Enterprises Inc. | $ (247,264,351) | $ (69,079,888) | ||||
From Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. | $ (0.73) | $ (0.64) | ||||
From Discontinued Operations Attributable to Shareholders of MedMen Enterprises, Inc. | $ (0.19) | $ (0.01) | ||||
Weighted-Average Shares Outstanding - Basic and Diluted | 270,418,842 | 105,915,105 | ||||
Revision of Prior Period, Adjustment [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenue | ||||||
Cost of Goods Sold | ||||||
Gross Profit | ||||||
General and Administrative | ||||||
Sales and Marketing | ||||||
Depreciation and Amortization | ||||||
Realized and Unrealized Gain on Changes in Fair Value of Contingent Consideration | 8,951,801 | |||||
Impairment Expense | 239,509,415 | |||||
Loss on Disposals of Assets, Restructuring Fees and Other Expenses | 6,233,034 | 16,542,840 | ||||
Total Expenses | 254,694,250 | 16,542,840 | ||||
Loss from Operations | (254,694,250) | (16,542,840) | ||||
Interest Expense | ||||||
Interest Income | ||||||
Amortization of Debt Discount and Loan Origination Fees | ||||||
Change in Fair Value of Derivatives | ||||||
Realized and Unrealized Gain on Investment, Assets Held For Sale and Other Assets | ||||||
Realized and Unrealized Gain on Changes in Fair Value of Contingent Consideration | (8,951,801) | |||||
Impairment Expense | (239,509,415) | |||||
Loss on Disposals of Assets, Restructuring Fees and Other Expenses | (50,588,435) | (16,542,840) | ||||
Loss on Extinguishment of Debt | 44,355,401 | |||||
Total Other Expenses | (254,694,250) | (16,542,840) | ||||
Loss from Continuing Operations Before Provision for Income Taxes | ||||||
Provision for Income Tax Benefit | ||||||
Net Loss from Continuing Operations | ||||||
Net Loss from Discontinued Operations, Net of Taxes | ||||||
Net Loss | ||||||
Net Loss Attributable to Non-Controlling Interest | ||||||
Net Loss Attributable to Shareholders of MedMen Enterprises Inc. | ||||||
From Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. | ||||||
From Discontinued Operations Attributable to Shareholders of MedMen Enterprises, Inc. | ||||||
Weighted-Average Shares Outstanding - Basic and Diluted | ||||||
As Corrected [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenue | $ 157,112,281 | $ 119,919,169 | ||||
Cost of Goods Sold | 98,991,307 | 64,468,357 | ||||
Gross Profit | 58,120,974 | 55,450,812 | ||||
General and Administrative | 200,273,872 | 239,344,688 | ||||
Sales and Marketing | 10,641,912 | 27,548,784 | ||||
Depreciation and Amortization | 39,953,805 | 22,055,590 | ||||
Realized and Unrealized Gain on Changes in Fair Value of Contingent Consideration | 8,951,801 | |||||
Impairment Expense | 239,509,415 | |||||
Loss on Disposals of Assets, Restructuring Fees and Other Expenses | 6,233,034 | 16,542,840 | ||||
Total Expenses | 505,563,839 | 305,491,902 | ||||
Loss from Operations | (447,442,865) | (250,041,090) | ||||
Interest Expense | 40,425,315 | 12,381,121 | ||||
Interest Income | (766,035) | (701,790) | ||||
Amortization of Debt Discount and Loan Origination Fees | 9,061,967 | 8,308,751 | ||||
Change in Fair Value of Derivatives | (8,797,409) | (3,908,722) | ||||
Realized and Unrealized Gain on Investment, Assets Held For Sale and Other Assets | (16,373,788) | (4,259,000) | ||||
Realized and Unrealized Gain on Changes in Fair Value of Contingent Consideration | ||||||
Impairment Expense | ||||||
Loss on Disposals of Assets, Restructuring Fees and Other Expenses | ||||||
Loss on Extinguishment of Debt | 44,355,401 | 1,164,054 | ||||
Total Other Expenses | 67,905,451 | 12,984,414 | ||||
Loss from Continuing Operations Before Provision for Income Taxes | (515,348,316) | (263,025,504) | ||||
Provision for Income Tax Benefit | 39,598,946 | 6,369,046 | ||||
Net Loss from Continuing Operations | (475,749,370) | (256,656,458) | ||||
Net Loss from Discontinued Operations, Net of Taxes | (50,781,039) | (1,264,196) | ||||
Net Loss | (526,530,409) | (257,920,654) | ||||
Net Loss Attributable to Non-Controlling Interest | (279,266,058) | (279,266,058) | ||||
Net Loss Attributable to Shareholders of MedMen Enterprises Inc. | $ (247,264,351) | $ 21,345,404 | ||||
From Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. | $ (0.73) | $ (0.64) | ||||
From Discontinued Operations Attributable to Shareholders of MedMen Enterprises, Inc. | $ (0.19) | $ (0.01) | ||||
Weighted-Average Shares Outstanding - Basic and Diluted | 270,418,842 | 105,915,105 |