Cover
Cover | 12 Months Ended |
Jun. 26, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | MedMen Enterprises, Inc. |
Entity Central Index Key | 0001776932 |
Document Type | S-1/A |
Amendment Flag | true |
Amendment description | Amendment No. 1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | A1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 |
Current Assets: | ||
Cash and Cash Equivalents | $ 11,873,256 | $ 9,598,736 |
Restricted Cash | 730 | 1,029 |
Accounts Receivable and Prepaid Expenses | 7,790,805 | 5,869,461 |
Inventory | 20,093,018 | 20,676,253 |
Current Assets Held for Sale | 49,050,887 | 24,342,165 |
Other Current Assets | 7,869,974 | 9,151,613 |
Due from Related Party | 3,109,718 | |
Total Current Assets | 96,678,670 | 72,748,975 |
Operating Lease Right-of-Use Assets | 77,422,356 | 100,394,078 |
Property and Equipment, Net | 137,830,268 | 165,986,685 |
Intangible Assets, Net | 115,379,528 | 140,111,034 |
Goodwill | 32,900,457 | 32,900,457 |
Non-Current Assets Held for Sale | 46,228,551 | |
Other Assets | 12,252,411 | 15,893,773 |
TOTAL ASSETS | 472,463,690 | 574,263,553 |
Current Liabilities: | ||
Accounts Payable and Accrued Liabilities | 57,138,783 | 76,627,718 |
Income Taxes Payable | 61,462,662 | 40,111,958 |
Other Current Liabilities | 15,678,281 | 19,743,193 |
Derivative Liabilities | 6,935,520 | 546,076 |
Current Portion of Operating Lease Liabilities | 9,235,822 | 8,514,086 |
Current Portion of Finance Lease Liabilities | 205,595 | 1,644,044 |
Current Portion of Notes Payable | 103,496,394 | 16,188,664 |
Current Liabilities Held for Sale | 32,977,602 | 14,899,338 |
Due to Related Party | 1,476,921 | 4,556,815 |
Total Current Liabilities | 288,607,580 | 182,831,892 |
Operating Lease Liabilities, Net of Current Portion | 99,975,742 | 115,986,348 |
Finance Lease Liabilities, Net of Current Portion | 29,047,099 | 58,569,498 |
Other Non-Current Liabilities | 3,648,904 | 4,215,533 |
Non-Current Liabilities Held for Sale | 28,502,256 | |
Deferred Tax Liabilities | 46,377,657 | 41,868,106 |
Senior Secured Convertible Credit Facility, Net of Current Portion | 170,821,393 | 166,368,463 |
Notes Payable, Net of Current Portion | 87,618,934 | 152,809,937 |
TOTAL LIABILITIES | 726,097,309 | 751,152,033 |
MEZZANINE EQUITY: | ||
Super Voting Shares (no par value, unlimited shares authorized, nil and 815,295 shares issued and outstanding as of June 26, 2021 and June 27, 2020, respectively) | 82,500 | |
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, 726,866,374 and 403,907,218 shares issued and outstanding as of June 26, 2021 and June 27, 2020, respectively) | ||
Additional Paid-In Capital | 908,992,686 | 791,172,613 |
Accumulated Deficit | (717,232,706) | (631,365,896) |
Total Equity Attributable to Shareholders of MedMen Enterprises Inc. | 191,759,980 | 159,889,217 |
Non-Controlling Interest | (445,393,599) | (336,777,697) |
TOTAL MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY | (253,633,619) | (176,888,480) |
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY | $ 472,463,690 | $ 574,263,553 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Jun. 26, 2021 | Jun. 27, 2020 |
Subordinate Voting Shares [Member] | ||
Subordinate voting, shares issued | 726,866,374 | 403,907,218 |
Subordinate voting, shares outstanding | 726,866,374 | 403,907,218 |
Super Voting Shares [Member] | ||
Super voting shares issued | 0 | 815,295 |
Super voting shares outstanding | 0 | 815,295 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 145,065,771 | $ 155,288,989 |
Cost of Goods Sold | 77,776,601 | 99,936,615 |
Gross Profit | 67,289,170 | 55,352,374 |
Expenses: | ||
General and Administrative | 124,585,936 | 192,740,680 |
Sales and Marketing | 1,109,210 | 10,668,215 |
Depreciation and Amortization | 31,126,430 | 37,670,077 |
Realized and Unrealized Changes in Fair Value of Contingent Consideration | 390,727 | 8,951,795 |
Impairment Expense | 2,363,272 | 246,705,365 |
Other Operating Income | (24,699,302) | (9,116,114) |
Total Expenses | 134,876,273 | 487,620,018 |
Loss from Operations | (67,587,103) | (432,267,644) |
Other Expense (Income): | ||
Interest Expense | 36,584,365 | 34,241,477 |
Interest Income | (649,230) | (766,035) |
Amortization of Debt Discount and Loan Origination Fees | 24,785,659 | 4,699,741 |
Change in Fair Value of Derivatives | (838,767) | (8,797,409) |
Realized and Unrealized Gain on Investments and other assets | (7,933,821) | |
Loss on Extinguishment of Debt | 16,142,113 | 43,800,931 |
Total Other Expense | 76,024,140 | 65,244,884 |
Loss from Continuing Operations Before Provision for Income Taxes | (143,611,243) | (497,512,528) |
Provision for Income Tax (Expense) Benefit | (1,834,188) | 40,932,765 |
Net Loss from Continuing Operations | (145,445,431) | (456,579,763) |
Net Loss from Discontinued Operations, Net of Taxes | (12,152,328) | (69,950,677) |
Net Loss | (157,597,759) | (526,530,440) |
Net Loss Attributable to Non-Controlling Interest | (33,452,234) | (279,266,058) |
Net Loss Attributable to Shareholders of MedMen Enterprises Inc. | $ (124,145,525) | $ (247,264,382) |
Loss Per Share - Basic and Diluted: | ||
From Continuing Operations Attributable to Shareholders of MedMen Enterprises Inc. | $ (0.22) | $ (0.66) |
From Discontinued Operations Attributable to Shareholders of MedMen Enterprises Inc. | $ (0.02) | $ (0.26) |
Weighted-Average Shares Outstanding - Basic and Diluted | 530,980,011 | 270,418,842 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Super Voting [Member] | Subordinate Voting [Member] | Additional Paid-In Capital | Accumulated Deficit | Total Equity Attributable To Shareholders Of Medmen [Member] | Noncontrolling Interest | Total |
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 | (247,264,382) | (247,264,382) | (279,266,058) | (526,530,440) | |||
Controlling Interest Equity Transactions | |||||||
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 and Accrued Interest | 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 - New and Amended | 23,781,053 | 23,781,053 | 23,781,053 | ||||
Equity Component of Debt - New and Amended, shares | |||||||
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 | ||||||
Shares Issued for 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 | ||||||
Shares Issued for Business Acquisition | 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 | ||||||
Deferred Tax Impact on Conversion Feature | (10,452,700) | (557,289) | (11,009,989) | (11,009,989) | |||
Share-Based Compensation Expense | 5,916,125 | 5,916,125 | 5,916,125 | ||||
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) | ||||||
Non-Controlling Interest Equity Transactions | |||||||
Distributions | (310,633) | (310,633) | |||||
Equity Component on Debt and Debt Modification | 5,331,969 | 5,331,969 | |||||
Share-Based Compensation | 1,492,073 | 1,492,073 | |||||
Ending balance, value at Jun. 27, 2020 | $ 82,500 | 791,172,613 | (631,365,896) | 159,889,217 | (336,777,697) | (176,888,480) | |
Balance, shares at Jun. 27, 2020 | 815,295 | 403,907,218 | |||||
Net Loss | (124,145,525) | (124,145,525) | (33,452,234) | (157,597,759) | |||
Controlling Interest Equity Transactions | |||||||
Shares Issued for Cash | 28,885,912 | 28,885,912 | 28,885,912 | ||||
Shares Issued for Cash, shares | 89,050,000 | ||||||
Shares Issued to Settle Debt and Lender Fees | 2,010,504 | 2,010,504 | 2,010,504 | ||||
Shares Issued to Settle Debt and Lender Fees, shares | 4,305,148 | ||||||
Shares Issued to Settle Accounts Payable and Liabilities | 3,610,650 | 3,610,650 | 3,610,650 | ||||
Shares Issued to Settle Accounts Payable and Liabilities, shares | 17,872,181 | ||||||
Equity Component of Debt - New and Amended | 61,689,375 | 61,689,375 | 61,689,375 | ||||
Equity Component of Debt - New and Amended, shares | |||||||
Redemption of MedMen Corp Redeemable Shares | 33,365,851 | 44,642,898 | 78,008,749 | (78,008,749) | |||
Redemption of MedMen Corp Redeemable Shares, shares | 175,140,972 | ||||||
Shares Issued for Vested Restricted Stock Units | $ 1,782,993 | $ 1,782,993 | $ 1,782,993 | ||||
Shares Issued for Vested Restricted Stock Units, shares | 11,658,293 | ||||||
Shares Issued for Exercise of Warrants | 1,622,377 | 1,622,377 | 1,622,377 | ||||
Shares Issued for Exercise of Warrants, shares | 8,807,605 | ||||||
Shares Issued for Conversion of Debt | $ 2,371,782 | $ 2,371,782 | $ 2,371,782 | ||||
Shares Issued for Conversion of Debt, shares | 16,014,663 | ||||||
Stock Grants for Compensation | 55,163 | 55,163 | 55,163 | ||||
Stock Grants for Compensation, shares | 110,294 | ||||||
Deferred Tax Impact on Conversion Feature | (20,418,996) | (20,418,996) | (1,210,052) | (21,629,048) | |||
Share-Based Compensation Expense | 3,625,990 | 3,625,990 | 3,625,990 | ||||
Repurchase and Cancellation of Super Voting Shares | $ (82,500) | 82,500 | |||||
Cancellation of Super Voting Shares, shares | (815,295) | ||||||
Deemed Dividend - Down Round Feature of Warrants | 6,364,183 | (6,364,183) | |||||
Warrants Issued Pursuant to Private Placements | (7,228,211) | (7,228,211) | (7,228,211) | ||||
Non-Controlling Interest Equity Transactions | |||||||
Equity Component on Debt and Debt Modification | 4,055,133 | 4,055,133 | |||||
Ending balance, value at Jun. 26, 2021 | $ 908,992,686 | $ (717,232,706) | $ 191,759,980 | $ (445,393,599) | $ (253,633,619) | ||
Balance, shares at Jun. 26, 2021 | 726,866,374 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss from Continuing Operations | $ (145,445,431) | $ (456,572,858) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Deferred Tax Recovery | (19,570,524) | (58,422,755) |
Depreciation and Amortization | 33,808,332 | 40,506,869 |
Non-Cash Operating Lease Costs | 27,700,475 | 27,019,202 |
Accretion of Debt Discount and Loan Origination Fees | 24,785,659 | 4,699,741 |
Loss on Disposals of Asset | 669,601 | |
Gain on Lease Terminations | (17,748,458) | |
Accretion of Deferred Gain on Sale of Property | (566,629) | (566,625) |
Impairment of Assets | 2,363,272 | 246,705,365 |
Gain on Disposal of Assets Held for Sale | (12,338,123) | (8,439,967) |
Realized and Unrealized Gain on Investments and Other Assets | (7,933,821) | |
Realized and Unrealized Changes in Fair Value of Contingent Consideration | 390,727 | 8,951,801 |
Change in Fair Value of Derivative Liabilities | (838,767) | (8,797,409) |
Loss on Extinguishment of Debt, Settlement of Accounts Payables and Accrued Liabilities | 16,142,127 | 44,355,401 |
Share-Based Compensation | 5,464,146 | 11,065,124 |
Interest Capitalized to Senior Secured Convertible Debt and Notes Payable | 36,393,137 | |
Shares Issued for Acquisition Costs | 564,464 | |
Changes in Operating Assets and Liabilities: | ||
Accounts Receivable and Prepaid Expenses | (1,921,516) | 4,791,618 |
Prepaid Rent - Related Party | 2,712,237 | |
Inventory | 583,235 | 5,083,903 |
Other Current Assets | 2,147,239 | 6,800,527 |
Due from Related Party | 3,109,718 | 1,524,738 |
Other Assets | 3,241,362 | (10,834,353) |
Accounts Payable and Accrued Liabilities | (1,379,949) | 49,072,440 |
Interest Payments on Finance Leases | (6,068,291) | (6,262,019) |
Cash Payments - Operating Lease Liabilities | (21,318,700) | (24,003,931) |
Income Taxes Payable | 25,595,390 | 17,178,782 |
Other Current Liabilities | 1,360,832 | 16,319,120 |
Due to Related Party | (3,079,894) | (1,084,003) |
Other Non-Current Liabilities | 787,492 | |
NET CASH USED IN CONTINUED OPERATING ACTIVITIES | (46,520,937) | (94,778,917) |
Net Cash Used in Discontinued Operating Activities | (13,179,073) | (14,923,145) |
NET CASH USED IN OPERATING ACTIVITIES | (59,700,010) | (109,702,062) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of Property and Equipment | (6,887,703) | (57,452,740) |
Additions to Intangible Assets | (886,314) | (4,140,786) |
Proceeds from the Sale of Investments | 12,500,000 | |
Proceeds from Sale of Assets Held for Sale and Other Assets | 19,002,185 | 21,947,797 |
Proceeds from Sale of Property | 9,300,000 | |
Acquisition of Businesses, Net of Cash Acquired | (1,000,000) | |
Restricted Cash | 299 | 39,324 |
NET CASH PROVIDED BY (USED IN) CONTINUED INVESTING ACTIVITIES | 11,228,467 | (18,806,405) |
Net Cash Used in Discontinued Investing Activities | (532,721) | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 11,228,467 | (19,339,126) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of Subordinate Voting Shares for Cash | 28,885,912 | 62,593,190 |
Exercise of Warrants for Cash | 1,622,377 | |
Payment of Loan Amendment Fee | (225,036) | (500,000) |
Proceeds from Issuance of Senior Secured Convertible Credit Facility | 14,577,000 | 50,000,000 |
Proceeds from Issuance of Notes Payable | 15,830,279 | 13,850,000 |
Principal Repayments of Notes Payable | (742,860) | (14,779,090) |
Principal Repayments of Senior Secured Convertible Credit Facility | (8,000,000) | |
Principal Repayments of Finance Lease Liability | (1,201,609) | (1,785,282) |
Debt and Equity Issuance Costs | (1,939,394) | |
Distributions - Non-Controlling Interest | (310,633) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 50,746,063 | 107,128,791 |
NET DECREASE (INCREASE) IN CASH AND CASH EQUIVALENTS | 2,274,520 | (21,912,397) |
Cash Included in Assets Held for Sale | (743,271) | |
Cash and Cash Equivalents, Beginning of Period | 9,598,736 | 32,254,404 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 11,873,256 | 9,598,736 |
SUPPLEMENTAL DISCLOSURE FOR CASH FLOW INFORMATION | ||
Cash Paid for Interest | 3,943,306 | 32,425,137 |
Non-Cash Investing and Financing Activities: | ||
Net Assets Transferred to Held for Sale | 6,614,987 | 23,890,069 |
Receivable Recorded on Asset Held for Sale | 1,615,600 | |
Adoption of ASC 842 - Leases | 152,141,639 | |
Lease Terminations and Amendments | 34,734,132 | |
Recognition of Right-of-Use Assets for Finance Leases | 45,614,041 | |
Relief of Accounts Payable for return of Property and equipment | 6,172,096 | |
Settlement of Contingent Consideration with Shares | 11,559,875 | |
Increase in Fair Value of Contingent Consideration Related to Asset Acquisition | 9,374,487 | |
Issuance of Subordinate Voting Shares for Intangible Assets and Other Assets | 12,706,563 | |
Redemption of MedMen Corp Redeemable Shares | 78,008,749 | 32,192,800 |
Fair Value of Warrants - Private Placement Cost | 7,228,211 | |
Equity Component of Debt Modification - Non-Controlling Interest | 5,331,969 | |
Conversion of Convertible Debentures | 2,371,782 | |
Shares Issued to Settle Debt and Lender Fees | 2,010,504 | 4,798,343 |
Shares Issued to Settle Accounts Payable and Liabilities | 3,610,650 | 6,908,194 |
Equity Component of Debt - New and Amended | 61,734,380 | 23,781,053 |
Release of Investments for Liabilities | 750,000 | |
Accrued Interest Added to Senior Secured Convertible Debt and Notes Payable | 4,614,291 | 10,247,255 |
Deferred Tax Impact on Property Purchases | 15,948,592 | |
Deferred Tax Impact on Intangible Purchases | (362,125) | |
Deferred Tax Impact on Conversion Feature | 21,629,048 | 11,009,989 |
Accrual for the Repurchase of Class A Super Voting Shares | $ 475,650 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Jun. 26, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 1. 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 MM Enterprises USA Class B Units. The Agreement was entered into by and among MM Enterprises Manager, LLC, the sole manager of MM Enterprises USA; MMMG; Fund I; Fund II; MMNV2; DHS Owner; and Utica Owner. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 26, 2021 | |
Accounting Policies [Abstract] | |
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 26, 2021 and June 27, 2020, the consolidated results of operations and cash flows for the years ended June 26, 2021 and June 27, 2020 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 26, 2021 and June 27, 2020 included 52 weeks. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. The risks and uncertainties on the future of the Company’s operations due to COVID-19 and regulatory uncertainty, combined with the fact that the Company historically had a working capital deficit, net loss and negative cash flow from operating activities, have in the past, raised substantial doubt as to the Company’s ability to continue as a going concern. However, management believes that substantial doubt of our ability to meet our obligations for the next twelve months from the date these consolidated financial statements were first made available was resolved as a result of (i) capital raised subsequent to the balance sheet date, but before the financial statements were issued, as disclosed in “ Note 29 – Subsequent Events Note 28 – Discontinued 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 (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 26, 2021 and June 27, 2020: Retail Entities Ownership Entity Location Purpose 2021 2020 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 years ended June 26, 2021 and June 27, 2020 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 wholly-owned subsidiaries that are included in these consolidated financial statements as of and for the years ended June 26, 2021 and June 27, 2020: Corporate Entities Ownership Entity Location Purpose 2021 2020 MM CAN USA, Inc. (1) California Manager of MM Enterprises USA, LLC 100 % 100 % MM Enterprises USA, LLC (4) Delaware Operating Entity 100 % 100 % Convergence Management Services, Ltd. (13) Canada Public Relations Entity 100 % 100 % Management Entities Ownership Subsidiaries Location Purpose 2021 2020 LCR SLP, LLC (4) Delaware Holding Company 100 % 100 % 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 26, 2021 and June 27, 2020: Real Estate Entities Ownership Subsidiaries Location Purpose 2021 2020 MMOF Venice Parking, LLC (2) Venice Beach - Lincoln Blvd. Parking Lot 100 % 100 % MME RE AK, LLC (2) Venice Beach - Abbot Kinney Building 100 % 100 % MMOF RE SD, LLC (2) San Diego - Kearny Mesa Building 100 % 100 % MMOF RE Vegas 2, LLC (6) Las Vegas - The Strip Building 100 % 100 % MMOF RE Fremont, LLC (6) Las Vegas - Downtown Arts District Building 100 % 100 % MME RE BH, LLC (2) Los Angeles - Beverly Hills Building 100 % 100 % NVGN RE Holdings, LLC (6) Nevada Genetics R&D Facility 100 % 100 % Retail Entities Ownership Subsidiaries Location Purpose 2021 2020 Manlin I, LLC (2) Los Angeles - West Hollywood Dispensary 100 % 100 % Farmacy Collective (3) Los Angeles - West Hollywood Dispensary 100 % 100 % The Source Santa Ana (2) Orange County - Santa Ana Dispensary 100 % 100 % SA Fund Group RT, LLC 100 % 100 % CYON Corporation, Inc. (1) Los Angeles - Beverly Hills Dispensary 100 % 100 % BH Fund II Group, LLC (2) 100 % 100 % MMOF Downtown Collective, LLC (2) Los Angeles - Downtown Dispensary 100 % 100 % Advanced Patients’ Collective (1) 100 % 100 % DT Fund II Group, LLC (1) 100 % 100 % MMOF San Diego Retail, Inc. (2) San Diego - Kearny Mesa Dispensary 100 % 100 % San Diego Retail Group II, LLC (1) 100 % 100 % MMOF Venice, LLC (2) Venice Beach - Lincoln Blvd. Dispensary 100 % 100 % The Compassion Network, LLC (1) 100 % 100 % MMOF PD, LLC (2) Palm Desert Dispensary 100 % 100 % MMOF Palm Desert, Inc. (1) 100 % 100 % MMOF SM, LLC (2) Santa Monica Dispensary 100 % 100 % MMOF Santa Monica, Inc. (1) 100 % 100 % MMOF Fremont, LLC (6) Las Vegas - Downtown Arts District Dispensary 100 % 100 % MMOF Fremont Retail, Inc. (5) 100 % 100 % MME SF Retail, Inc. (1) San Francisco Dispensary 100 % 100 % MMOF Vegas, LLC (6) Las Vegas - North Las Vegas Dispensary 100 % 100 % MMOF Vegas Retail, Inc. (5) 100 % 100 % MMOF Vegas 2, LLC (6) Las Vegas - Cannacopia Dispensary 100 % 100 % MMOF Vegas Retail 2, Inc. (5) 100 % 100 % MME VMS, LLC (3) San Jose Dispensary 100 % 100 % Viktoriya’s Medical Supplies, LLC (3) 100 % 100 % Project Compassion Venture, LLC (5) 100 % 100 % Project Compassion Capital, LLC (5) 100 % 100 % Project Compassion NY, LLC (5) 100 % 100 % MedMen NY, Inc. (7) New York Dispensaries 100 % 100 % MME IL Group LLC (11) Oak Park, Illinois Dispensary 100 % 100 % Future Transactions Holdings, LLC (11) 100 % 100 % MME Seaside, LLC (2) Seaside, California Dispensary 0 % 100 % PHSL, LLC (2) 0 % 100 % MME Sorrento Valley, LLC (2) San Diego – Sorrento Valley Dispensary 100 % 100 % Sure Felt, LLC (2) 100 % 100 % Rochambeau, Inc. (1) Emeryville, California Dispensary 100 % 100 % Kannaboost Technology, Inc. (10) Scottsdale and Tempe, Arizona Dispensaries 0 % 100 % CSI Solutions, LLC (9) 0 % 100 % MME AZ Group, LLC (9) Mesa, Arizona Dispensary 100 % 100 % EBA Holdings, Inc. (10) 100 % 100 % MattnJeremy, Inc. (1) Long Beach, California Dispensary 100 % 100 % Milkman, LLC (2) Grover Beach, California Dispensary 0 % 100 % MME 1001 North Retail, LLC (11) Chicago, Illinois Dispensary 100 % 100 % MME Evanston Retail, LLC (11) (15) Evanston, Illinois Dispensary 100 % 100 % MME Morton Grove Retail, LLC (11) Morton Grove, Illinois Dispensary 100 % 0 % MedMen Boston, LLC (14) Boston, Massachusetts Dispensary 90 % 0 % Cultivation Entities Ownership Subsidiaries Location Purpose 2021 2020 Project Mustang Development, LLC (6) Northern Nevada Cultivation and Production Facility 100 % 100 % The MedMen of Nevada 2, LLC (6) 100 % 100 % MMNV2 Holdings I, LLC (6) 100 % 100 % MMNV2 Holdings II, LLC (6) 100 % 100 % MMNV2 Holdings III, LLC (6) 100 % 100 % MMNV2 Holdings IV, LLC (6) 100 % 100 % MMNV2 Holdings V, LLC (6) 100 % 100 % Manlin DHS Development, LLC (6) Desert Hot Springs, California Cultivation and Production Facility 100 % 100 % Desert Hot Springs Green Horizon, Inc. (3) 100 % 100 % Project Compassion Venture, LLC (4) Utica, New York Cultivation and Production Facility 100 % 100 % EBA Holdings, Inc. (10) Mesa, Arizona Cultivation and Production Facility 100 % 100 % Kannaboost Technology, Inc. (10) Scottsdale and Tempe, Arizona Cultivation and Production Facility 0 % 100 % CSI Solutions, LLC (9) 0 % 100 % MME Florida, LLC (8) Eustis, Florida Cultivation and Production Facility 100 % 100 % (1) California Corporation (2) California Limited Liability Company (3) California Non-Profit Corporation (4) Delaware Limited Liability Company (5) Nevada Corporation (6) Nevada Limited Liability Company (7) New York Corporation (8) Florida Limited Liability Company (9) Arizona Limited Liability Company (10) Arizona Corporation (11) Illinois Limited Liability Company (12) Delaware Limited Liability Company (13) British Columbia, Canada Limited Company (14) Massachusetts Limited Liability Company (15) On August 10, 2020, all operational control and risk of loss was transferred and Evanston operates through a consulting agreement. As of June 26, 2021, the Company owns 100% of membership interests but has no further obligation to fund operations. See “Note 7 – Assets Held for Sale” for further information. 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 could be negatively impacted. 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 26, 2021 and June 27, 2020, restricted cash was $730 and $1,029, respectively, which is used to pay for lease costs and costs incurred related to building construction in Reno, Nevada. This account is managed by a contractor and the Company is required to maintain a certain minimum balance. 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 Statements of Operations. Work-in-process is stated at the lower of cost or net realizable value, determined using the weighted average cost. Raw materials and 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 26, 2021 and June 27, 2020, 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 “Financial Instruments” 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. The measurement alternative requires the investments to be held at cost and adjusted for impairment and observable price changes, if any. 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: Land Not Depreciated Buildings and Improvements 39 Years Finance Lease Assets Shorter of Lease Term or Economic Life Right of Use Assets 10 – 20 Years Furniture and Fixtures 3 – 7 Years Leasehold Improvements Shorter of Lease Term or Economic Life Equipment and Software 3 – 7 Years Construction in Progress Not Depreciated The assets’ residual values, useful lives and methods of depreciation are reviewed at the end of 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 the end of 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: Dispensary Licenses 15 Years Customer Relationships 5 Years Management Agreement 30 Years Intellectual Property 10 Years Capitalized Software 3 Years 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, goodwill and other intangible assets with indefinite lives are not subject to amortization. The Company reviews goodwill and other intangible assets allocated to each of the Company’s reporting units for impairment on an annual basis as of year-end or whenever events or changes in circumstances indicate carrying amount it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The carrying amount of each reporting unit is determined based upon the assignment of the Company’s assets and liabilities, including existing goodwill, to the identified reporting units. Where an acquisition benefits only one reporting unit, the Company allocates, as of the acquisition date, all goodwill for that acquisition to the reporting unit that will benefit. In order to determine if goodwill is impaired, the Company measures the impairment of goodwill by comparing a reporting unit’s carrying amount to the estimated fair value of the reporting unit. If the carrying amount of a reporting unit is in excess of its fair value, the Company recognizes an impairment charge equal to the amount in excess. A goodwill impairment loss associated with a discontinued operation is included within the results of discontinued operations. Impairment 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”). In accordance with ASC 360, “Property, Plant, and Equipment” Leased Assets In accordance with ASU 2016-02, “ Leases (Topic 842)” 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. Refer to “Note 17 – Leases 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. 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 ROU asset either on its own or together with other resources and whether the asset is highly dependent on or highly interrelated with another ROU asset. If a sale and leaseback transaction was accounted for as a sale and 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, “Revenue from Contracts with Customers” “Note 17 – Leases Income Taxes The Company accounts for income taxes 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 or the tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The amount recognized is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon effective settlement. 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 used in the model are discussed in “Note 16 – Derivative Liabilities Down-Round Features The Company calculates down-round features under Accounting Standards Update (“ASU”) No. 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” 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” “Business Combinations” Assets Held for Sale The Company classifies assets held for sale in accordance with ASC 360. When the Company makes the decision to sell an asset or to stop some part of its business, the Company assesses if such assets should be classified as an asset held for sale. To classify as an asset held for sale, the asset or disposal group must meet all of the following conditions: i) management, having the authority to approve the action, commits to a plan to sell the asset, ii) the asset is available for immediate sale in its present condition subject to certain customary terms, iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, iv) the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale, within one year, subject to certain exceptions, v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current value, and vi) actions required to complete the plan indicate that it is unlikely that the plan will be significantly changed or withdrawn. Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell (“FVLCTS”). FVLCTS is the amount obtainable from the sale of the asset in an arm’s length transaction, less the costs of disposal. Once classified as held for sale, any depreciation and amortization on an asset cease to be recorded. For long-lived assets or disposals groups that are classified as held for sale but do not meet the criteria for discontinued operations, the assets and liabilities are presented separately on the balance sheet of the initial period in which it is classified as held for sale. The major classes of assets and liabilities classified as held for sale are disclosed in the notes to the consolidated financial statements. See “Note 7 – Assets Held for Sale” “Note 28 – 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 Subtopic 205-20, “Discontinued Operations” “Note 28 – Discontinued Operations” Allocation of Interest to Discontinued Operations Under ASC Subtopic 205-20, interest on debt that is to be assumed by the buyer and interest on debt that is required to be repaid as a result of a disposal transaction is allocated to discontinued operations. The amount of interest expense reclassified to discontinued operations is directly related to the amount of debt that will be repaid with funds received from the sale of discontinued operations. See “ Note 28 – Discontinued Operations” Assets Reclassified from Discontinued Operations Under ASC Subtopic 205-20, upon determi |
CONCENTRATIONS OF BUSINESS AND
CONCENTRATIONS OF BUSINESS AND CREDIT RISK | 12 Months Ended |
Jun. 26, 2021 | |
Fair Value Disclosures [Abstract] | |
Note 3. 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 26, 2021 and June 27, 2020. |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Jun. 26, 2021 | |
Prepaid Expenses | |
Note 4. PREPAID EXPENSES | 4. PREPAID EXPENSES As of June 26, 2021 and June 27, 2020, prepaid expenses consist of the following: 2021 2020 Prepaid Expenses $ 4,553,105 $ 3,879,010 Prepaid Insurance 2,210,484 744,623 Total Prepaid Expenses $ 6,763,589 $ 4,623,633 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Jun. 26, 2021 | |
Inventory Disclosure [Abstract] | |
Note 5. INVENTORIES | 5. INVENTORIES As of June 26, 2021 and June 27, 2020, inventory consists of the following: 2021 2020 Raw Materials $ 669,861 $ 1,885,845 Work-in-Process 5,174,359 5,064,201 Finished Goods 14,248,798 13,726,207 Total Inventory $ 20,093,018 $ 20,676,253 During the years ended June 26, 2021 and June 27, 2020, the Company recognized an impairment of approximately $1,714,000 and nil, respectively, to write down inventory to its net realizable value. During the years ended June 26, 2021 and June 27, 2020, general and administrative expenses of approximately $5,191,000 and $7,140,000, respectively, were included in inventory, of which $2,083,000 and $1,813,410, respectively, remain in inventory as of each balance sheet date. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Jun. 26, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Note 6. OTHER CURRENT ASSETS | 6. OTHER CURRENT ASSETS As of June 26, 2021 and June 27, 2020, other current assets consist of the following: 2021 2020 Investments $ 3,036,791 $ 3,786,791 Excise Tax Receivable - 5,254,595 Note Receivable (1) 1,339,000 - Other Current Assets 3,494,183 110,227 Total Other Current Assets $ 7,869,974 $ 9,151,613 (1) See “Note 7 – Assets Held for Sale” for further information. As of June 26, 2021 and June 27, 2020, investments included in other current assets consist of the following: ToroVerde Inc. The Hacienda Company, LLC Old Pal Other Investments TOTAL (1) (2) (3) 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 Settlement of Liabilities - (750,000 ) - - (750,000 ) Fair Value as of June 26, 2021 $ - $ - $ 1,970,000 $ 1,066,791 $ 3,036,791 (1) In July 2018, the Company purchased 9,000,000 common shares of ToroVerde Inc., an investment company focused on emerging international cannabis markets, for an aggregate purchase price of $5,000,000, or $0.56 per common share, amounting to 14.3% of the outstanding common shares. As the Company was not deemed to exert any significant influence, the investment was recorded at FVTPL as of June 26, 2021 and June 27, 2020. As of June 26, 2021, the Company holds 14.3% of the equity ownership and voting interests in this investment. (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, amounting to 3.2% of the outstanding units. Pursuant to SEC guidance under ASC 323, the application of equity method to investments applies to limited liability companies and are required unless the investor holds less than 3-5%. Accordingly, the Company was deemed to have significant influence resulting in equity method accounting. The Company has elected the fair value option under ASC 825 and the investment was recorded at FVTPL as of June 26, 2021 and June 27, 2020. As of June 26, 2021 and June 27, 2020, the Company holds 0% and 3.2%, respectively, of the equity ownership and voting interests in this investment. (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, amounting to approximately 10.0% of the outstanding units with 8.7% voting interests. Pursuant to SEC guidance under ASC 323, the application of equity method to investments applies to limited liability companies and are required unless the investor holds less than 3-5%. Accordingly, the Company was deemed to have significant influence resulting in equity method accounting. The Company decreased their level of ownership in which Old Pal no longer qualified under equity method accounting and elected the fair value option under ASC 825. The investment was previously recorded at FVTPL and the Company continues to measure Old Pal at the previously elected FVTPL under ASC 323 as of June 26, 2021. As of June 26, 2021, the Company holds 2.6% of the equity ownership and 1.4% of the voting interests in this investment. During the year ended June 26, 2021, 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. As of June 26, 2021, the Company’s investment balance in ToroVerde Inc. and The Hacienda Company, LLC was nil and nil, respectively. The Company determined that the fair value of its investment in Old Pal LLC was $1,970,000 as of June 26, 2021. During the year ended June 27, 2020, the Company recorded a net loss on changes in fair value of investments of $4,566,178. As of June 27, 2020, the Company’s investment balance in ToroVerde Inc. and The Hacienda Company, LLC was nil and $750,000, respectively. The Company determined that the fair value of its investment in Old Pal LLC was $1,970,000 as of June 27, 2020. 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 | 12 Months Ended |
Jun. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Note 7. ASSETS HELD FOR SALE | 7. ASSETS HELD FOR SALE A reconciliation of the beginning and ending balances of assets held for sale for the year ended June 26, 2021 is as follows: PharmaCann Assets Available for Sale Subsidiaries Discontinued Operations Investments TOTAL (1) (2) (3) Balance as of June 29, 2019 $ - $ - $ 84,326,062 $ - $ 84,326,062 Transferred In 6,870,833 12,066,428 - 8,456,665 27,393,926 Transferred Out - - - (3,503,843 ) (3,503,843 ) Loss on the Sale 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 - - (26,034,174 ) - (26,034,174 ) Impairment of Assets (5,607,600 ) - - - (5,607,600 ) Balance as of June 27, 2020 $ 212,400 $ 12,066,428 $ 58,291,888 $ - $ 70,570,716 Transferred In - 6,614,987 - 6,614,987 Gain on the Sale of Assets Held for Sale - 12,338,123 - - 12,338,123 Proceeds from Sale - (24,750,298 ) - - (24,750,298 ) Ongoing Activity from Continued and Discontinued Operations - (6,269,240 ) (9,392,790 ) - (15,662,030 ) Other (60,611 ) - - - (60,611 ) Balance as of June 26, 2021 $ 151,789 $ - $ 48,899,098 $ - $ 49,050,887 (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 Subtopic 360-10, “Impairment and Disposal of Long-Lived Assets” (“ASC Subtopic 360-10”). (3) See “Note 28 – Discontinued Operations” for further information. During the year ended June 26, 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, of which, $10,000,000 cash was received at closing on July 1, 2020 (“Closing Date”), an additional $8,000,000 cash was received on November 17, 2020 and an additional $2,000,000 in the form of a secured promissory note payable three months following the Closing Date in exchange for all of the Company’s membership interests in Evanston. As of March 12, 2021 (“Amendment Date”), the secured promissory note was amended to waive any default arising from non-payment of principal and interest prior to the Amendment Date if Purchaser pays principal of $1,000,000 and all accrued interest of 2% per annum through the Amendment Date. Interest will accrue at 9% per annum following the Amendment Date. As of June 26, 2021, the Company received cash payment in accordance with the amended secured promissory note. On August 10, 2020 (“Effective Date”), all operational control and risk of loss was transferred to the Purchaser and the Company had no further obligation to fund operations of Evanston through a Consulting Agreement. Management performed an assessment and determined that the Company no longer has a controlling financial interest as of the Effective Date. The transfer of the cannabis license is pending regulatory approval as of the issuance of these Consolidated Financial Statements and the Company will take all commercially reasonable steps to maintain all permits for Evanston to operate its business. The Company recognized a gain upon sale of membership interests of $12,415,479 for the difference between the aggregate consideration and the book value of the assets as of the disposition date, less direct costs to sell, which is recognized in the Consolidated Statements of Operations during the year ended June 26, 2021. During the year ended June 26, 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 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, which is recognized in the Consolidated Statements of Operations during the year ended June 26, 2021. 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 in which $3,500,000 cash was received thirty days following the closing on March 5, 2021, an additional equity consideration equal to $250,000 was recognized as a gain upon sale of membership interests for a total gain of $255,391 for the difference between the aggregate consideration and the book value of the assets as of the disposition date, less direct costs to sell, which is recognized in the Consolidated Statements of Operations during the year ended June 26, 2021. In accordance with ASC Subtopic 360-10, the Company performed an analysis of any impairments prior to reclassifying certain assets as held for sale. During the year ended June 26, 2021, the Company recorded an impairment charge of $789,709 which is included as a component of impairment expense in the accompanying Consolidated Statements of Operations. As of June 26, 2021, there were no assets and liabilities of subsidiaries classified as held for sale on the Consolidated Balance Sheet. Subsidiaries classified as assets held for sale that do not qualify as discontinued operations as of June 27, 2020 consists of the following: 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 Sheet 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 | 12 Months Ended |
Jun. 26, 2021 | |
Property, Plant and Equipment [Abstract] | |
Note 8. PROPERTY AND EQUIPMENT | 8. PROPERTY AND EQUIPMENT As of June 26, 2021 and June 27, 2020, property and equipment consists of the following: 2021 2020 Land and Buildings $ 37,400,379 $ 37,400,378 Finance Lease Right-of-Use Assets 9,154,137 26,074,429 Furniture and Fixtures 12,525,180 12,483,613 Leasehold Improvements 68,437,877 57,617,592 Equipment and Software 26,832,414 26,067,344 Construction in Progress 27,144,696 37,027,509 Total Property and Equipment 181,494,683 196,670,865 Less Accumulated Depreciation (43,664,415 ) (30,684,180 ) Property and Equipment, Net $ 137,830,268 $ 165,986,685 Depreciation expense related to continuing operations of $16,779,579 and $21,925,465 was recorded for the years ended June 26, 2021 and June 27, 2020, respectively, of which $2,681,902 and $2,415,360, respectively, is included in cost of goods sold. The amount of depreciation recognized for the right of use assets for capital leases during the years ended June 26, 2021 and June 27, 2020 was $1,105,689 and $2,752,022, respectively, see “Note 17 – Leases” Borrowing costs were not capitalized during the year ended June 26, 2021 as there were no active construction projects in progress. During the year ended June 27, 2020, borrowing costs totaling $1,749,467 were capitalized using an average capitalization rate of 10.2%. In addition, during the years ended June 26, 2021 and June 27, 2020, total labor related costs of $566,766 and $448,086, respectively, were capitalized to Construction in Progress, of which $154,015 and $207,664, respectively, was share-based compensation. During the year ended June 26, 2021, 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 economic performance. In accordance with ASC 360-10, the Company performed an analysis of any long-lived asset impairment and recognized an impairment of nil during the year ended June 26, 2021. 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 of its property which are included as a component of impairment expense in the accompanying Consolidated Statement of Operations. The Company used various Level 3 inputs and a discounted cash flow model to determine the fair value of these asset groups. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Jun. 26, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Note 9. BUSINESS ACQUISITIONS | 9. BUSINESS ACQUISITIONS There were no acquisitions completed during the year ended June 26, 2021. A summary of business acquisitions completed during the year ended June 27, 2020 is as follows: 2020 Acquisitions MattnJeremy, Inc. MME Evanston Retail, LLC TOTAL Closing Date: September 3, December 2, Total Consideration: Cash $ 1,000,000 $ - $ 1,000,000 Relief of Credit - 6,930,557 6,930,557 Present Value of Deferred Payments 1,875,000 - 1,875,000 Contingent Consideration 9,833,000 - 9,833,000 Total Consideration $ 12,708,000 $ 6,930,557 $ 19,638,557 Number of Shares Issued: Subordinate Voting Shares 5,112,263 - 5,112,263 Preliminary Accounting Estimate of Net Assets Acquired: Current Assets $ 405,000 $ 537,771 $ 942,771 Fixed Assets - 430,621 430,621 Deferred Tax Liabilities (1,844,465 ) (1,583,745 ) (3,428,210 ) Intangible Assets: Customer Relationships 830,000 300,000 1,130,000 Dispensary License 5,100,000 4,500,000 9,600,000 Total Intangible Assets 5,930,000 4,800,000 10,730,000 Total Identifiable Net Assets 4,490,535 4,184,647 8,675,182 Goodwill (1) 8,217,465 2,745,910 10,963,375 Total Preliminary Accounting Estimate of Net Assets Acquired $ 12,708,000 $ 6,930,557 $ 19,638,557 Acquisition Costs Expensed (2) $ 421,497 $ - $ 421,497 Net Income (Loss) $ (1,136,536 ) $ 870,289 $ (266,247 ) Revenues $ 2,797,177 $ 6,283,249 $ 9,080,426 Pro Forma Net Income (Loss) (3) $ 10,000 $ (132,726 ) $ (122,726 ) Pro Forma Revenues (3) $ 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) Acquisition costs include amounts paid in cash and equity. 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). (3) If the acquisition had been completed on July 1, 2019 for the 2020 Acquisitions, the Company estimates it would have recorded increases in revenues and net income (loss) shown in the pro forma amounts above. 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 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 acquisitions completed during the year ended June 27, 2020 were 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 which is comprised of $1,000,000 in cash at closing, $1,000,000 deferred payment to be paid six months after closing, $1,000,000 deferred payment to be paid one year after closing and the issuance of 5,112,263 Subordinate Voting Shares with an aggregate value of $9,833,000 at closing. Pursuant to a Lock-Up Agreement with the sellers, the shares cannot be sold or transferred for a period of one year from the closing date. As consideration for the lock up of the shares, the Company agreed to issue additional shares if the value of the shares decline prior to the expiration of the lock up period. The shares were valued at the present value of the $10,000,000 over a one year period. The deferred payments were present valued at $1,875,000, of which $958,500 remain as of June 27, 2020 and were included in other current liabilities in the Consolidated Balance Sheets. During the fiscal year ended June 27, 2020, the Company settled the first deferred payment of $1,000,000 by cash payment and by the issuance of 3,045,989 Subordinate Voting Shares valued at $748,658 based on the closing trading price on the issuance date. The Company recorded a loss on extinguishment of debt of $248,656. The loss was recorded as a component of other expense in the Consolidated Statements of Operations for the fiscal year ended June 27, 2020. In no case will the Company be required to pay additional consideration. However, if the working capital adjustment is negative, the Company will not be required to pay some deferred payments. There was no working capital adjustment based upon the closing inventory. MME Evanston Retail, LLC In connection with the termination of the PharmaCann Acquisition, on December 2, 2019, the Company received 100% of the membership interests in MME Evanston Retail, LLC (“Evanston”), which includes a retail location in Evanston, Illinois and related licenses, and a retail license in Greater Chicago, Illinois. The Company acquired all of the issued and outstanding shares of Evanston for aggregate consideration of $6,930,557. See “Note 10 – Termination of Previously Announced Acquisition” “Note 7 – Assets Held for Sale” |
TERMINATION OF PREVIOUSLY ANNOU
TERMINATION OF PREVIOUSLY ANNOUNCED ACQUISITION | 12 Months Ended |
Jun. 26, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Note 10. 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 based on the closing price of the Subordinate Voting Shares on October 9, 2018 (such value being subject to change based on the daily closing price of the Subordinate Voting Shares). In connection with the letter of intent, the Company provided PharmaCann with a $20,000,000 line of credit which bears interest at a rate of 7.5% per annum paid-in-kind. In the event the PharmaCann Acquisition does not close, any outstanding principal and interest shall become due and payable within twelve months of termination. 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% of the membership interests (“Transfer of Interest”) in three entities holding the following assets: ● 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” “Note 9 – Business Acquisitions” “Note 7 – Assets Held for Sale” 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 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 in assets held for sale related to Staunton and subsequently determined that the FVLCTS was less than its carrying amount and wrote down the asset by $1,050,833 which is included as a loss on sale of assets as a component of other operating income in the accompanying Consolidated Statements of Operations. As of June 26, 2021 and June 27, 2020, the Company determined the remaining balance, excluding the land value of approximately $151,800 and $212,000, respectively, was unrecoverable and wrote off the balance of $60,111 and $5,607,600, respectively, which is included as a component of impairment expense in the accompanying Consolidated Statements of Operations. See “Note 7 – Assets Held for Sale” 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 to an unrelated third party. During the year ended J |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Jun. 26, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Note 11. INTANGIBLE ASSETS | 11. INTANGIBLE ASSETS As of June 26, 2021 and June 27, 2020, intangible assets consist of the following: 2021 2020 Dispensary Licenses $ 121,291,616 $ 127,975,281 Customer Relationships 17,747,600 17,747,600 Management Agreement 7,594,937 7,594,937 Capitalized Software 9,696,903 9,255,026 Intellectual Property 6,276,959 8,520,121 Total Intangible Assets 162,608,015 171,092,965 Dispensary Licenses (22,125,635 ) (16,114,407 ) Customer Relationships (16,463,017 ) (6,531,889 ) Management Agreement (765,136 ) (565,972 ) Capitalized Software (4,667,235 ) (2,273,432 ) Intellectual Property (3,207,464 ) (5,496,231 ) Less Accumulated Amortization (47,228,487 ) (30,981,931 ) Intangible Assets, Net $ 115,379,528 $ 140,111,034 The Company recorded amortization expense related to continuing operations of $17,028,753 and $18,159,972 for the year ended June 26, 2021 and June 27, 2020, respectively. During the year ended June 26, 2021 and June 27, 2020, $62,951 and $346,180, respectively, of share-based compensation was capitalized to capitalized software. During the year ended June 26, 2021, the Company recorded impairment on an intellectual property asset in the amount of $1,573,563. 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 which is included as a component of impairment expense in the accompanying Consolidated Statements of Operations. |
GOODWILL
GOODWILL | 12 Months Ended |
Jun. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
12. GOODWILL | 12. GOODWILL As of June 26, 2021 and June 27, 2020, goodwill was $32,900,457 and $32,900,457, respectively. See “Note 9 – Business Acquisitions” Note 28 – Discontinued Operations” California Illinois Nevada Arizona TOTAL Balance as of June 29, 2019 $ 16,742,843 $ 9,810,050 $ 16,556,287 $ 16,912,951 $ 60,022,131 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 ) (16,912,951 ) (33,469,238 ) Balance as of June 27, 2020 and June 26, 2021 $ 23,090,408 $ 9,810,050 $ - $ - $ 32,900,457 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. Th 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 26, 2021, the Company recorded a goodwill impairment loss in the amount of $960,692 as a result of its assessment, of which nil is recorded as a component of impairment expense in the Consolidated Statements of Operations and $960,692 is included as a component of impairment expense in the Consolidated Statements of Operations for Discontinued Operations. As of June 27, 2020, the Company recorded a goodwill impairment loss in the amount of $58,047,946 as a result of its assessment, of which $33,469,238 is included as a component of impairment expense in the Consolidated Statements of Operations and $24,578,708 is included as a component of impairment expense in the Consolidated Statements of Operations for Discontinued Operations. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Jun. 26, 2021 | |
Other Income and Expenses [Abstract] | |
Note 13. OTHER ASSETS | 13. OTHER ASSETS As of June 26, 2021 and June 27, 2020, other assets consist of the following: 2021 2020 Long-Term Security Deposits for Leases $ 4,590,885 $ 8,177,871 Loans and Other Long-Term Deposits 7,655,933 7,568,738 Other Assets 5,593 147,164 Total Other Assets $ 12,252,411 $ 15,893,773 During the year ended June 26, 2021, management did not identify indicators of realizability for certain loans and assets. Accordingly, the Company recorded impairment of nil for other assets. 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 which is included as a component of impairment expense in the Consolidated Statements of Operations. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Jun. 26, 2021 | |
Payables and Accruals [Abstract] | |
Note 14. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 14. ACCOUNTS PAYABLE AND ACCRUED LIABILTIES As of June 26, 2021 and June 27, 2020, accounts payable and accrued liabilities consist of the following: 2021 2020 Accounts Payable $ 35,064,380 $ 55,658,731 Accrued Liabilities 11,470,700 10,513,204 Other Accrued Liabilities 10,603,703 10,455,783 Total Accounts Payable and Accrued Liabilities $ 57,138,783 $ 76,627,718 |
OTHER CURRENT LIABILITIES AND O
OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES | 12 Months Ended |
Jun. 26, 2021 | |
Retirement Benefits [Abstract] | |
Note 15. OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES | 15. OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES As of June 26, 2021 and June 27, 2020, other current liabilities consist of the following: 2021 2020 Accrued Interest Payable (1) $ 685,281 $ 9,051,650 Contingent Consideration 87,893 8,951,801 Other Current Liabilities 14,905,107 1,739,742 Total Other Current Liabilities $ 15,678,281 $ 19,743,193 (1) See “Note 18 – Notes Payable” and “Note 19 – Senior Secured Convertible Facility” for further information on paid-in-kind interest. As of June 26, 2021 and June 27, 2020, other non-current liabilities, net of current portion, consist of the following: 2021 2020 Deferred Gain on Sale of Assets (1)(2) $ 3,598,084 $ 4,164,713 Other Long Term Liabilities 50,820 50,820 Total Other Non-Current Liabilities $ 3,648,904 $ 4,215,533 (1) See “Note 17 – 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”. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Jun. 26, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Note 16. DERIVATIVE LIABILITIES | 16. DERIVATIVE LIABILITIES During the year ended June 26, 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. Upon the analysis of the warrants issued under ASC 815, the Company determined that the warrants are to be accounted as derivative liabilities. See “ Note 20 - Shareholders’ Equity – Private Placements The following are the warrants issued related to the bought deals that were accounted for as derivative liabilities: Number of Warrants September Bought Deal Equity Financing 7,840,909 (2)(4) December Bought Deal Equity Financing 13,640,000 (3)(4) March 2021 Private Placement 50,000,000 (1) 71,480,909 (1) During the year ended June 26, 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 Consolidated Statements of Operations. (2) On September 27, 2018, the Company 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”). 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 to acquire, 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. (3) On December 5, 2018, the Company 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”). 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 one Subordinate Voting Share at an exercise price of C$6.87 until September 27, 2021. (4) 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. A reconciliation of the beginning and ending balance of derivative liabilities and change in fair value of derivative liabilities for the years ended June 26, 2021 and June 27, 2020 is as follows: 2021 2020 Balance at Beginning of Year $ 546,076 $ 9,343,485 Initial Recognition of Derivative Liabilities 7,228,211 - Change in Fair Value of Derivative Liabilities (838,767 ) (8,797,409 ) Balance at End of Year $ 6,935,520 $ 546,076 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 at the time of grant to estimate fair value of the derivative liability. 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: 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 | 12 Months Ended |
Jun. 26, 2021 | |
Leases [Abstract] | |
Note 17. LEASES | 17. LEASES The Company leases land, buildings, equipment and other capital assets which it plans to use for corporate purposes and the production and sale of cannabis products. In accordance with ASC 842, the Company initially measures the ROU asset at cost, which is primarily comprised of the initial amount of the lease liability, plus initial direct costs and lease payments at or before the commencement date, less any lease incentives received. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company utilizes its secured borrowing rate. Measurement of the lease payments are comprised using 1) fixed lease payments less any incentives; 2) variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; 3) the amount expected to be payable by the lessee under residual value guarantees; 4) the exercise of purchase options, if the lessee is reasonably certain to exercise the options; 5) payments of penalties for early termination of a lease unless the Company is reasonably certain not to terminate early. 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. Most operating leases contain renewal options that provide for rent increases based on prevailing market conditions. The terms used to calculate the ROU assets for these properties include the renewal options that the Company is reasonably certain to exercise. 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 Company has elected not to recognize ROU assets and lease liabilities for short-term leases (defined as leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise). For finance leases, lease expenses are the sum of interest on the lease obligations and amortization of the ROU assets. Finance lease ROU assets are amortized based on the lesser of the lease term and the useful life of the leased asset according to the capital asset accounting policy. If ownership of the ROU assets transfers to the Company at the end of the lease term or if the Company is reasonably certain to exercise a purchase option, amortization is calculated using the estimated useful life of the leased asset. During the year ended June 26, 2021, 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 include right-of-use assets related to operating leases, and was a result of economic performance. In accordance with ASC 360-10, the Company performed an analysis of any long-lived asset impairment and recognized an impairment of nil on its right-of-use assets related to operating leases during the year ended June 26, 2021. 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 on its right-of-use assets related to operating leases, which is included as a component of impairment expense in the accompanying Consolidated Statements of Operations. The below are the details of the lease cost and other disclosures regarding the Company’s leases as of June 26, 2021 and June 27, 2020: 2021 2020 Finance Lease Cost: Amortization of Finance Lease Right-of-Use Assets $ 1,105,689 $ 2,752,022 Interest on Lease Liabilities 6,068,291 6,262,019 Operating Lease Cost 27,700,475 26,150,479 Total Lease Expenses $ 34,874,455 $ 35,164,520 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 $ 1,201,609 $ 1,785,282 Operating Cash Flows from Operating Leases $ 21,318,700 $ 24,003,931 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 2021 2020 Weighted-Average Remaining Lease Term (Years) - Finance Leases 46 48 Weighted-Average Remaining Lease Term (Years) - Operating Leases 7 9 Weighted-Average Discount Rate - Finance Leases 17.88 % 10.68 % Weighted-Average Discount Rate - Operating Leases 12.93 % 12.15 % Future lease payments under non-cancellable operating leases and finance leases as of June 26, 2021 are as follows: Fiscal Year Ending Operating Leases Finance Leases June 25, 2022 $ 23,810,699 $ 5,666,285 June 24, 2023 24,079,306 5,836,273 June 29, 2024 28,079,476 10,961,495 June 28, 2025 21,942,722 7,087,735 June 27, 2026 22,359,868 7,300,367 Thereafter 80,064,391 1,068,802,749 Total Lease Payments 200,336,462 1,105,654,904 Less Interest (91,124,898 ) (1,076,402,210 ) Present Value of Lease Liability $ 109,211,564 $ 29,252,694 Finance leases noted above contain required security deposits, refer to “Note 13 – Other Assets” Sale and Leaseback Transactions During the year ended June 27, 2020, the Company sold two properties and subsequently leased them back with the Treehouse Real Estate Investment Trust (the “REIT”) and other third parties for total proceeds of $20,400,000. 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 Sheets 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 18 – Notes Payable As of June 26, 2021 and June 27, 2020, the total deferred gain recorded for sale and leaseback transactions was as follows: 2021 2020 Balance at Beginning of Year $ 4,731,340 $ 5,297,965 Amortization (566,629 ) (566,625 ) Balance at End of Year 4,164,711 4,731,340 Less Current Portion of Deferred Gain (566,627 ) (566,627 ) Deferred Gain on Sale of Assets, Net of Current Portion $ 3,598,084 $ 4,164,713 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 Sheets. Lease Deferral Arrangements During the year ended June 26, 2021, the Company modified its existing lease arrangements with 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 through 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, whereas nine leases related to failed sales leaseback transactions in which the related finance obligation was modified and accounted for in accordance with ASC 470, “Debt” Note 18 – Notes Payable |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Jun. 26, 2021 | |
Debt Disclosure [Abstract] | |
Note 18. NOTES PAYABLE | 18. NOTES PAYABLE As of June 26, 2021 and June 27, 2020, notes payable consist of the following: 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. 109,318,116 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. 2,500,000 - 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. 2,204,476 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. 2,195,896 2,339,560 Other 15,418 15,418 Total Notes Payable 199,633,906 179,779,889 Less Unamortized Debt Issuance Costs and Loan Origination Fees (8,518,578 ) (10,781,288 ) Net Amount $ 191,115,328 $ 168,998,601 Less Current Portion of Notes Payable (103,496,394 ) (16,188,664 ) Notes Payable, Net of Current Portion $ 87,618,934 $ 152,809,937 A reconciliation of the beginning and ending balances of notes payable for the years ended June 26, 2021 and June 27, 2020 is as follows: 2021 2020 Balance at Beginning of Year $ 168,998,601 $ 172,747,559 Cash Additions 15,830,279 13,850,000 Non-Cash Addition - Debt Modification 1,877,439 1,000,000 Debt Discount Recognized on Modification (2,002,544 ) (1,000,000 ) Extinguishment of Acquisition Promissory Note (12,173,250 ) - Paid-In-Kind Interest Capitalized 19,046,232 - Payment of Amendment Fee - (500,000 ) Cash Payments (742,860 ) (14,779,091 ) Equity Component of Debt - New and Amended (5,583,407 ) (5,331,969 ) Conversion of Convertible Debentures (2,371,782 ) - Shares Issued to Settle Debt (1,351,774 ) (4,393,342 ) Cash Paid for Debt Issuance Costs (99,931 ) (61,500 ) Accretion of Debt Discount 3,793,314 2,532,825 Accretion of Debt Discount Included in Discontinued Operations 5,895,011 4,362,226 Non-Cash Loss on Extinguishment of Debt - 571,893 Balance at End of Year 191,115,328 168,998,601 Less Current Portion of Notes Payable (103,496,394 ) (16,188,664 ) Notes Payable, Net of Current Portion $ 87,618,934 $ 152,809,937 Scheduled maturities of debt as of June 26, 2021 are as follows: Fiscal Year Ending Scheduled Maturity June 25, 2022 $ 111,538,010 June 24, 2023 2,500,000 June 29, 2024 - June 28, 2025 - June 27, 2026 - June 26, 2027 and Thereafter 85,595,896 Total Notes Payable $ 199,633,906 Senior Secured Term Loan Facility On October 1, 2018, the Company closed a $73,275,000 senior secured term loan facility (the “Facility”) with funds managed by Hankey Capital and with an affiliate of Stable Road Capital (the “Lenders”). On October 3, 2018, the Company closed an additional tranche of the Facility, which increased the principal amount of the loan to $77,675,000. The principal amount under the Facility will accrue interest at a rate of 7.5% per annum, paid monthly, with a maturity date of 24 months following the date of closing on October 1, 2018. The Company may repay the balance of the Facility at any time and from time to time, in whole or in part, with a prepayment penalty of 1% of the outstanding principal amount repaid if repaid before December 31, 2019. In connection with the Facility, the Company’s equity interests in MMOF SD LLC, MMOF VENICE LLC, MMOF DOWNTOWN COLLECTIVE LLC, MMOF BH LLC, and MMOF VEGAS 2 LLC were pledged as security. Additionally, MM CAN issued to the Lenders 8,105,642 warrants, each being exercisable for one Class B Common Share of such company at a purchase price per share of $4.97 for 30 months. Such Class B Common Shares are redeemable in accordance with their terms for Class B Subordinate Voting Shares of the Company. In connection with the increased principal under the Facility, MM CAN issued to the Lenders an additional 511,628 warrants, each being exercisable for one Class B Common Share of such affiliate at a purchase price per share of $4.73 for a period of 30 months. Such Class B Common Shares are redeemable in accordance with their terms for Class B Subordinate Voting Shares of the Company. 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 warrants at a purchase price per share of $4.97 and 511,628 warrants at a purchase price per share of $4.73, each being exercisable for one Class B Common Share of such company for a period of 30 months. Such Class B Common Shares are redeemable in accordance with their terms for Class B Subordinate Voting Shares of the Company. Amendments to Senior Secured Term Loan Facility On January 13, 2020, the Company completed an amendment of the Facility wherein the maturity date was extended from October 1, 2020 to January 31, 2022 and the interest rate was increased from a fixed rate of 7.5% per annum to 15.5% per annum. In addition, the 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. The amendment to the term loan facility was not deemed to be a substantial modification under ASC Subtopic 470-50, “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. The new warrants may be exercised at the election of their holders on a cashless basis. The warrants issued in connection with the term loan facility met the scope exception under ASC 815, “Derivatives and Hedging” “Note 21 – Share-Based Compensation” On July 2, 2020, the Company completed an amendment of the Facility wherein the entirety of the interest at a rate of 15.5% per annum shall accrue monthly to the outstanding principal as payment-in-kind effective March 1, 2020 through July 2, 2021. Thereafter until maturity on January 31, 2022, one-half of the interest (7.75% per annum) shall be payable monthly in cash and one-half of the interest (7.75% per annum) shall be paid-in-kind. In addition, the Company may request an increase to the Facility through December 31, 2020 to be funded through incremental term loans. Certain reporting and financial covenants were added, and the minimum liquidity covenant was waived until September 30, 2020 wherein the amount of required cash balance thereafter was amended. The amendment to the Facility was not deemed to be a substantial modification under ASC Subtopic 470-50. The Company incurred an amendment fee of $834,000 that was added to the outstanding principal balance. As consideration for the amendment to the Facility, the Company issued approximately 20,227,863 warrants exercisable at $0.34 per share until July 2, 2025. The Company also cancelled 20,227,863 existing warrants held by the lenders exercisable at $0.60 per share until December 31, 2022. The warrants may be exercised at the election of their holders on a cashless basis. The warrants issued in connection with the term loan facility met the scope exception under ASC 815 and are classified as equity instruments. The change in fair value of the warrants was recorded as a debt discount in connection with the Facility. As a result of the modification, the Company recorded an additional debt discount of $906,436 related to the change in terms of the warrants during the year ended June 26, 2021. See “Note 21 – 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, of which $5,700,000 was fully committed by the lenders through October 31, 2020. 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 by the volume-weighted average trading price (“VWAP”) 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, which shall be the exercise price of the issued warrant. Such warrants are subject to a down round feature wherein the exercise price would be decreased in the event of the exercise of a down-round price reset of select warrants under the senior secured convertible credit facility with Gotham Green Partners (“GGP”). Refer to “ Note 19 – Senior Secured Convertible Credit Facility On September 16, 2020, the Company closed on an incremental term loan of $3,000,000 under the amended Facility and issued 30,000,000 warrants with an exercise price of $0.20 per share until September 16, 2025. On October 30, 2020, the Company closed on an incremental term loan of $7,705,279 under the amended Facility and issued 77,052,790 warrants with an exercise price of $0.20 per share until September 14, 2025. The warrants may be exercised at the election of their holders on a cashless basis and are classified as equity instruments. See “Note 20 – Shareholders’ Equity” “Note 21 – 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 on September 16, 2020 was triggered wherein the exercise price was adjusted to $0.17 and $0.15 per share, respectively. The value of the effect of the down round feature was determined to be $405,480 and recognized as an increase in additional paid-in capital during the fiscal year ended June 26, 2021. On May 11, 2021, the Company completed an amendment of the Facility wherein certain covenants were added and amended. Specifically, the minimum liquidity covenant was amended to which the covenant will not apply if the Company pays and has paid the cash portion of interest accrued under the Facility when such cash interest becomes due and payable. Such covenant will continue to be applied in the event the Company has failed to make payments. The minimum liquidity balance was not amended. In addition, application of payments was added wherein proceeds from the sale of the New York disposal group shall be applied to the amended and restated Facility as of the amendment on July 2, 2020 in the principal amount of $83,123,291. As consideration for the amendment, the Company incurred a modification fee of $1,000,000 which is due from the earliest of (a) receipt of Level-Up proceeds, (b) the date of the Investment Agreement, and (c) the earlier of January 31, 2022. Fees paid to the Lender in connection with the amendment totaled $225,035. The amendment to the Facility was not deemed to be a substantial modification under ASC Subtopic 470-50. Unsecured Convertible Facility On September 16, 2020, the Company entered into an unsecured convertible debenture facility for total available proceeds of $10,000,000 wherein the convertible debentures shall have a conversion price equal to the closing price on the trading day immediately prior to the closing date, a maturity date of 24 months from the date of issuance and will bear interest at a rate of 7.5% per annum payable semi-annually in cash. The unsecured facility is callable in additional tranches in the amount of $1,000,000 each, up to a maximum of $10,000,000 under all tranches. The timing of additional tranches can be accelerated based on certain conditions. The Company has the right to prepay, in whole or in part, the outstanding principal amount and accrued interest prior to maturity, upon payment of 7.5% of the principal amount being repaid, less the amount of interest paid during the year of prepayment. The debentures provide for the automatic conversion into Subordinate Voting Shares in the event that the VWAP is greater than $0.25 on the CSE for 45 consecutive trading days, at a conversion price per Subordinate Voting Share equal to $0.17. 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 a second tranche of $1,000,000 under its existing unsecured convertible facility with a conversion price of $0.15 per Subordinate Voting Share. In connection with the second tranche, the Company issued 3,777,475 warrants with an exercise price of $0.17 per Subordinate Voting Share. On November 20, 2020, the Company closed on a third tranche of $1,000,000 under the facility with a conversion price of $0.15 per Subordinate Voting Share. In connection with the third tranche, the Company issued 3,592,425 warrants with an exercise price of $0.17 per share. On December 17, 2020, the Company closed on a fourth tranche of $1,000,000 under the facility with a conversion price of $0.15 per Subordinate Voting Share. In connection with the fourth tranche, the Company issued 3,597,100 warrants with an exercise price of $0.18 per share. On January 29, 2021, the Company closed on a fifth tranche of $1,000,000 under its existing unsecured convertible facility with a conversion price of $0.16 per Subordinate Voting Share. In connection with the fifth tranche, the Company issued 3,355,000 warrants with an exercise price of $0.19 per share. Under ASC 815, the conversion option and warrants were recorded as an equity instrument. As of June 26, 2021, the relative fair value of the warrants with a value of $799,949 has been recorded to equity. On February 10, 2021, the Company entered into an agreement with Wicklow Capital 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 Subtopic 470-50 and a loss on extinguishment of $4,010,022 was recorded in the Consolidated Statements of Operations for the year ended June 26, 2021. On June 14, 2021, a portion of the principal amount was automatically converted into 16,014,663 Class B Subordinate Voting Shares in the amount of $2,371,782. In addition, 8,807,605 of the outstanding warrants under the unsecured convertible facility were exercised at varying prices for a net exercise price of $1,622,377. Acquisition 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, the secured promissory note was amended in which the Company was required to pay a $500,000 extension fee wherein the amendment was deemed to be a substantial modification under ASC Subtopic 470-50. Accordingly, the Company recorded a loss on extinguishment of debt of $571,897. The loss was recorded as a component of other expense in the Consolidated Statements of Operations for the fiscal year ended June 27, 2020. 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% per annum until paid in full. The effectiveness of the amendment on April 8, 2020 is currently in dispute with the counterparty. The Company disputes the claims filed by the counterparty. The Company also disputes any default of the promissory note, has entered into a counterclaim and continues to seek resolution of the undisputed portion of the promissory note. During the year ended June 26, 2021, as a result of the legal proceedings and decisions by the applicable governing bodies, the Company derecognized the acquisition promissory note and the related accrued interest in the amount of $12,173,250 and $1,202,180, respectively, and recorded as a component discontinued operations on the Consolidated Statements of Operations for the year ended June 26, 2021. Refer to the May 2020 litigation disclosed in “ Note 25 – Commitments and Contingencies Amendments to Promissory Note On March 31, 2020, the Company completed the first amendment of its existing promissory note in the principal amount of $3,500,000 issued in connection with the acquisition of Viktoriya’s Medical Supplies LLC d/b/a Buddy’s Cannabis wherein the Company paid $400,000 in partial satisfaction of the outstanding debt and accrued interest. The amendment was deemed to be a substantial modification under ASC Subtopic 470-50 and the Company recorded a loss on extinguishment of debt of $400,000 in the Consolidated Statements of Operations for the fiscal year ended June 26, 2021. On February 25, 2021, the Company completed the second amendment of the promissory note wherein the maturity date was amended to the earlier of April 1, 2022 or in the event of default. Pursuant to the amendment, the Company issued Subordinate Voting Shares in the aggregate amount of $2,000,000 to the lender to settle a portion of the debt in which the difference in fair value on the date the shares were settled by the seller was recorded as a fee. The remaining balance of the promissory note will bear interest at a rate of 9.0% per annum and be paid monthly commencing on May 1, 2021 until the amended maturity date. The second amendment to the existing promissory note was deemed to be a substantial modification under ASC Subtopic 470-50 and a loss on extinguishment of debt of $658,730 was recorded in the Consolidated Statements of Operations for the fiscal year ended June 26, 2021. 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 Subordinate Voting Shares valued at $5,255,172 based on the closing trading prices on the agreement dates. The remaining principal and interest of the promissory notes at the settlement dates were $4,393,342 and $405,000, respectively. The Company recorded a loss on extinguishment of debt of $456,830. The loss was recorded as a component of other expense in the Consolidated Statement of Operations for the fiscal year ended June 27, 2020. Financing Liability In connection with the Company’s failed sale and leaseback transactions described in “Note 17 – Leases” |
SENIOR SECURED CONVERTIBLE CRED
SENIOR SECURED CONVERTIBLE CREDIT FACILITY | 12 Months Ended |
Jun. 26, 2021 | |
Risks and Uncertainties [Abstract] | |
Note 19. SENIOR SECURED CONVERTIBLE CREDIT FACILITY | 19. SENIOR SECURED CONVERTIBLE CREDIT FACILITY As of June 26, 2021 and June 27, 2020, senior secured convertible credit facility consists of the following: 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 $ 21,112,530 $ 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 91,185,378 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 29,580,445 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 11,454,144 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 13,496,906 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. - 21,623,561 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 3,027,003 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 5,847,933 - 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. - 9,104,665 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. - 2,021,984 - 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. - 11,372,828 - Total Drawn on Senior Secured Convertible Credit Facility 219,827,377 187,431,400 Less Unamortized Debt Discount (49,005,984 ) (21,062,937 ) Senior Secured Convertible Credit Facility, Net $ 170,821,393 $ 166,368,463 A reconciliation of the beginning and ending balances of senior secured convertible credit facility for the years ended June 26, 2021 and June 27, 2020 is as follows: 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 29, 2019 $ 86,855,415 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 86,855,415 Cash Additions - 25,000,000 10,000,000 12,500,000 2,734,282 - - - - - 50,234,282 Fees Capitalized to Debt Related to Debt Modifications - - - - - - - 18,750,000 8,199,863 - 26,949,863 Paid-In-Kind Interest Capitalized 7,713,899 1,570,948 288,815 - - - - 673,593 - - 10,247,255 Equity Component of Debt - New and Amended 6,942,719 (1,137,637 ) (172,786 ) (11,552,806 ) (609,060 ) - - (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 12,932 43,318 - - 52,907 127,878 - 2,166,916 Balance as of June 27, 2020 $ 102,833,447 $ 25,352,687 $ 9,680,433 $ 286,691 $ 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 Debt Modifications - - - - - (468,564 ) (937,127 ) - - - (1,405,691 ) Paid-In-Kind Interest Capitalized 11,925,650 3,012,776 1,166,607 1,401,357 290,061 427,165 435,701 2,202,363 928,886 170,630 21,961,196 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 and Amended (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 9,306,004 2,089,165 854,194 1,794,998 684,720 1,231,345 1,539,902 1,690,108 1,800,653 1,256 20,992,345 Balance as of June 26, 2021 $ 97,900,493 $ 25,266,134 $ 9,716,459 $ 2,406,966 $ 1,392,158 $ 3,195,414 $ 4,081,198 $ 18,973,030 $ 5,866,301 $ 2,023,240 $ 170,821,393 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 from funds managed by Gotham Green Partners (“GGP”), an investor in the global cannabis industry. The Company subsequently entered into a definitive agreement on April 23, 2019 and closed on a portion of the initial funding tranche. 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. See “ Note 29 – Subsequent Events” 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 volume weighted average price (“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, the term of the remaining 25% of the then outstanding Notes will be extended by 12 months (if such extended period is longer than the maturity date of such Notes), subject to an outside date of 48 months from the Closing Date. 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 Warrants with an exercise price per share equal to $3.72 and 42,913,752 Warrants with an exercise price per share equal to $4.29. Under ASC 815, the conversion option and warrants were recorded as an equity instrument. As of June 29, 2019, the relative fair value of the warrants with a value of $7,548,720 has been recorded to equity. In addition, the Company paid cash financing fees of $2,276,757 and issued 1,748,251 Subordinate Voting Shares valued at an aggregate price of $3,979,119 using the trading share price of the Company at the issuance date. The cash consideration and Subordinate Voting Shares issued were allocated between debt and equity. 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 26, 2021 and June 27, 2020, the Company has drawn down on a total of $165,000,000 and $150,000,000, respectively, on the Convertible Facility. Amendments to Senior Secured Convertible Credit Facility 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 drawn down prior to entering into the amendment as an amendment fee, which was calculated at $18,750,000 and was subsequently converted into convertible notes on October 29, 2019 at a conversion price of $1.28 per Class B Subordinate Voting Share (the “Amendment Fee Notes”). The Amendment Fee Notes may be cancelled in the event that either: the obligations, excluding the amendment fee, are paid in full, whether by prepayment or when due; or the lender elects to convert a portion of the obligations and the price per share is greater than $2.95. Tranche 1 and Tranche 2 had been fully drawn down as of May 22, 2019 and July 12, 2019, respectively. The amount of funds available to the Company in Tranche 3 and Tranche 4 was amended to $50,000,000 and $75,000,000, respectively. The aggregate amount available to be borrowed remained the same. The new terms of the First Amendment were deemed to be substantial modifications under ASC Subtopic 470-50. Accordingly, the Company recorded a loss on extinguishment of debt of $31,816,659. The loss was recorded as a component of loss on extinguishment of debt in the Consolidated Statements of Operations for the fiscal year ended June 27, 2020. 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 for Tranche 3 and $115,000,000 for Tranche 4, of which the full amount of Tranche 3 was funded on November 27, 2019. The aggregate amount available to be borrowed remained the same. Further, the Second Amendment provided that the funding of Tranche 4 will require the consent of both the Company and the lenders under the Convertible Facility. The new terms of the Second Amendment do not qualify as a substantial modification under ASC Subtopic 470-50. 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 through Tranche 4 and subsequent tranches (each such subsequent tranche, an “Incremental Advance”) subject to the funding requirements of the Company and certain other conditions. 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. Certain financial covenants were also modified which include a reduction in the required go-forward minimum cash balance and the removal of the fixed charge coverage ratio requirement that was to become effective in calendar 2021. The Third Amendment removed the accelerated and forced conversion rights previously held by GGP under the agreement as amended on August 12, 2019. As part of the Third Amendment, 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”), As additional consideration for the purchase of the Tranche 4 Notes, the lenders participating in Tranche 4 Advance were paid an advance fee of 1.5% (the “Advance Fee”) of the aggregate principal amount, or $187,500, which was withheld from the Tranche 4 funding amount. The 1.5% Advance Fee will also be paid in respect of any Incremental Advances. 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 and maximum price of $0.40 (in respect of each Incremental Advance, a “Restatement Conversion Price”), provided that the first Incremental Advance (the “Tranche 4 Advance”) will have a Restatement Conversion Price of $0.26. In addition, as any Incremental Advances are funded, the conversion price of the relative portion of the Existing Notes will be amended to the Restatement Conversion Price. 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 (the “Funding Target Percentage”). The applicable Existing Notes will be repriced to the Restatement Conversion Price for such Incremental Advance. The Incremental Replacement Warrants issued as a part of such Incremental Advance will represent 50% coverage on the amount determined by multiplying the Funding Target Percentage by $135,000,000. 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 thereafter with incremental increases on March 31, 2021 and December 31, 2021. The payment-in-kind feature on the Convertible Facility was also extended, such that 100% of the cash interest due prior to June 2021 will be paid-in-kind and 50% of the cash interest due thereafter will be paid-in-kind. The Fourth Amendment released certain assets from its collateral to allow greater flexibility to generate proceeds through the sale of non-core assets. The Fourth Amendment allows for immediate prepayment of amounts under the Convertible Facility with a 5% prepayment penalty until 2nd anniversary of the Fourth Amendment and 3% prepayment penalty thereafter. As part of the Fourth Amendment, holders of notes under the Convertible Facility were provided down-round protection where issuances of equity interests (including securities that are convertible or exchangeable for equity interests) by the Company at less than the higher of (i) lowest conversion price under the amended and restated notes of the Convertible Facility amendment dated March 27, 2020 and (ii) the highest conversion price determined for any incremental advances, will automatically adjust the conversion/exercise price of the previous tranches and incremental tranche 4 warrants and the related replacement warrants to the price of the newly issued equity interests. Certain issuances of equity interests are exempted such as issuances to existing lenders, equity interests in contemplation at the time of Fourth Amendment and equity interests issued to employees, consultants, directors, advisors or other third parties, in exchange for goods and services or compensation. Pursuant to ASU 2017-11, the down-round protection was not considered a derivative and will be recognized when the down-round protection adjustments are triggered. 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. An amendment fee of $2,000,000 was also paid through the issuance of additional notes at a conversion price of $0.28 per share. The Fourth Amendment to the Convertible Facility was deemed to be a substantial modification under ASC Subtopic 470-50 and a loss on extinguishment of $10,129,655 was recorded in the Consolidated Statements of Operations for the year ended June 26, 2021. On September 14, 2020, the Company closed on an incremental advance in the amount of $5,000,000 under its existing Convertible Facility with GGP at a conversion price of $0.20 per share. In connection with the incremental advance, the Company issued 25,000,000 warrants with an exercise price of $0.20 per share. In addition, 1,080,255 existing warrants were cancelled and replaced with 16,875,001 warrants with an exercise price of $0.20 per share. Pursuant to the terms of the Convertible Facility, 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. As consideration for the additional advance, the Company issued convertible notes as consideration for a $468,564 fee with a conversion price of $0.20 per share. 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 and $0.15 per share, respectively. The value of the effect of the down round feature on convertible notes and warrants was determined to be $32,744,770 and $6,723,954, respectively, for the year ended June 26, 2021. The effect related to convertible notes was recognized as additional debt discount and an increase in additional paid-in-capital. The effect related to warrants was recognized as a deemed distribution and an increase in additional paid-in capital. On November 1, 2020, the Company repaid $8,000,000 of borrowings under the Convertible Facility and recorded a loss $943,707 on the partial extinguishment of debt and is included in the net effect on equity component of new and amended debt in the reconciliation of the beginning and ending balances of senior secured convertible credit facility for the year ended June 26, 2021. 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 Subtopic 470-50 . 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. On May 11, 2021, the Company entered into an agreement letter (the “Letter”) with Gotham Green Partners (“GGP”). Pursuant to the Letter with GGP, the Company received reprieve from certain potential non-compliance with certain covenants under the Fifth Amendment dated January 11, 2021, such as potential non-compliance with certain reporting and notice requirements, pay certain liabilities when due, deliver control agreements for certain bank accounts, obtain consent from the lenders prior to hiring certain executives, obtain consent from the lenders for certain matters and related items. No amounts were paid by the Company for the Letter. 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 29 – Subsequent Events” Warrants Issued for the Senior Secured Convertible Credit Facility Upon funding of Tranche 2 in the amount of $25,000,000 on July 12, 2019, the Company issued 2,967,708 and 857,336 warrants to the lenders at an exercise price of $3.16 and $3.65 per share, respectively. Upon funding of Tranche 3 in the amount of $10,000,000 on November 27, 2019, the Company issued 3,708,772 and 1,071,421 warrants to the lenders at an exercise price of $1.01 and $1.17 per share, respectively. 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. Pursuant to the terms of the Convertible 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. 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. The following warrants were immediately and automatically cancelled in the amounts of 32,451,923, 6,490,385, 16,875,000 and 41,967,832 which were exercisable at $0.26, $0.26, $0.20 and $0.16, respectively. 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 and classified as equity instruments. The warrants are measured at fair value and recorded as a debt discount in connection with the Convertible Facility. See “Note 21 – 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 are secured by substantially all assets of the Company. 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 | 12 Months Ended |
Jun. 26, 2021 | |
MEZZANINE EQUITY: | |
Note 20. SHAREHOLDERS' EQUITY | 20. SHAREHOLDERS’ EQUITY 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. As long as any Super Voting Shares remain outstanding, the Company will not, without the consent of the holders of the Super Voting Shares by separate special resolution, prejudice or interfere with any right or special right attached to the Super Voting Shares. The Super Voting Shares are redeemable by the Company at a fixed rate of $0.10119 per share at the option of the current holder (the founders) in certain circumstances. In all other circumstances, the Company has the option to redeem the Super Voting Shares at the aforementioned fixed rate. The total amount due if redeemed, was nil and $82,500 as of June 26, 2021 and June 27, 2020, respectively. The Company determined that the Super Voting are temporary equity in accordance with ASC 480, “ 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. During the fiscal year ended June 27, 2020, 815,295 Super Voting Shares previously held by Mr. Bierman were cancelled by a third-party supervised by a special committee of the Board. On July 12, 2020, the valuation of the Super Voting Shares was completed. As of June 26, 2021 and June 27, 2020, $475,650 was accrued in current liabilities for the amount owed to Adam Bierman related to the Super Voting Shares cancelled. This liability is to be settled in Class B Subordinate Voting Shares and RSUs. 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 USD par value, having an authorized limit of 1,000,000,000 units each. Class A Units are not redeemable, while Class B Redeemable Units are redeemable into shares of the Company’s Class B Subordinate Voting Shares. Holders of Class B Redeemable Units can redeem at their election. There are no mandatory redemption features. Class A Units are entitled to vote per unit held while Class B Redeemable Units are non-voting. Each Class recognizes on a pro-rata basis dividends when declared. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Class B Redeemable Units, together with holders of Class A Units on a pro-rata basis, will be entitled to receive all assets of the Corporation available for distribution to its stockholders. 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 member’s percentage interest in the Company. Issued and Outstanding A reconciliation of the beginning and ending issued and outstanding shares is as follows: Subordinate Voting Super MM CAN USA MM Enterprises USA 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 Cancellation of Super Voting Shares - (815,295 ) - - Shares Issued for Cash 89,050,000 - - - Shares Issued to Settle Debt and Accrued Interest 4,305,148 - - - Shares Issued to Settle Accounts Payable and Liabilities 17,872,181 - - - Redemption of MedMen Corp Redeemable Shares 175,140,972 - (175,140,972 ) - Shares Issued for Vested Restricted Stock Units 11,658,293 - - - Shares Issued for Exercise of Warrants 8,807,605 - 34,229,722 - Shares Issued for Conversion of Debt 16,014,663 - - - Stock Grants for Compensation 110,294 - - - Balance as of June 26, 2021 726,866,374 - 95,212,601 725,016 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. The At-the-Market equity financing program (the “ATM program”) is designed to enable the Company to issue Subordinate Voting Shares from treasury at a lower cost than traditional offerings, without discount and at prevailing trading prices. The Company intends to use the net proceeds from the sale of Subordinate Voting Shares under the ATM program principally for general and administrative expenses, working capital needs and other general corporate purposes. During the fiscal year ended June 27, 2020, the Company had issued 9,789,300 for net proceeds of US$12,399,252. 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 June 26, 2021, there are no outstanding Class A Super Voting Shares. Private Placements Effective as of February 16, Derivatives and Hedging Effective as of March 18, 2021, the Company executed the sale 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 three years following the closing of the transaction. See “Note 16 - Derivative Liabilities” Effective as of May 17, 2021, the Company executed the sale of 31,250,000 units and 31,250,000 warrants that were granted through a subscription agreement for a purchase price of $0.32 or aggregated total proceeds of approximately $10,000,000. Each unit consisted of one Class B Subordinate Voting Share and one share purchase warrant of the Company. Each warrant entitles the holder to purchase one Subordinate Voting Share at an exercise price of $0.35 for a period of three years following the closing of the transaction. The warrants were classified within shareholders’ equity as additional-paid-in-capital in accordance with ASC 815-10, “ Derivatives and Hedging Cashless Exercise of Warrants During the fiscal year ended June 26, 2021, 50,078,058 warrants were exercised on a cashless basis for 34,229,722 MM CAN USA Class B Redeemable Shares, of which 30,697,023 were redeemed for Class B Subordinate Voting 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 June 26, 2021 and June 27, 2020, the holders of the MM CAN USA Redeemable Shares represent approximately 11.58% and 36.89%, respectively, of the Company and holders of the MM Enterprises USA Common Units represent approximately 0.09% and 0.11%, respectively, of the Company. 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 Venice Caregiver Foundation, Inc., LAX Fund II Group, LLC, and Natures Cure, Inc. This information represents amounts before intercompany eliminations. As of and for the year ended June 26, 2021, the balances of the VIEs consists of the following: Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,365,867 $ 500,648 $ 13,260,675 $ 15,127,190 Non-Current Assets 12,596,223 2,864,806 4,957,685 20,418,714 Total Assets $ 13,962,090 $ 3,365,454 $ 18,218,360 $ 35,545,904 Current Liabilities $ 8,760,561 $ 10,302,246 $ 2,778,312 $ 21,841,119 Non-Current Liabilities 9,350,037 2,442,330 1,146,320 12,938,687 Total Liabilities $ 18,110,598 $ 12,744,576 $ 3,924,632 $ 34,779,806 Non-Controlling Interest $ (4,148,508 ) $ (9,379,122 ) $ 14,293,728 $ 766,098 Revenues $ 9,247,506 $ - $ 14,620,618 $ 23,868,124 Net (Loss) Income Attributable to Non-Controlling Interest $ 1,776,677 $ (3,308,795 ) $ 7,514,101 $ 5,981,983 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 (Loss) Income 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 year ended June 26, 2021: 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) 1,776,677 (3,308,795 ) 7,514,101 (39,434,217 ) (33,452,234 ) Deferred Tax Impact on Conversion Feature - - - (1,210,052 ) (1,210,052 ) Equity Component on Debt and Debt Modification - - - 4,055,133 4,055,133 Redemption of MedMen Corp Redeemable Shares - - - (78,008,749 ) (78,008,749 ) Balance as of June 26, 2021 $ (4,148,508 ) $ (9,379,122 ) $ 14,293,728 $ (446,159,697 ) $ (445,393,599 ) The net change in the consolidated VIEs and other non-controlling interest are as follows for the year ended June 27, 2020: 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 ) Prior to November 2019, the Company held 70% of the total outstanding units in LCR Manager, LLC (the “Manager”) which 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. 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 and terminated its management agreement with the Manager. 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 17 – Leases” |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Jun. 26, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Note 21. SHARE-BASED COMPENSATION | 21. 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, restricted stock units (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 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 26, 2021 and June 27, 2020 is as follows: 2021 2020 Stock Options $ 2,092,273 $ 1,876,225 LTIP Units - 1,492,073 Stock Grants for Services 55,163 4,141,858 Restricted Stock Grants 2,197,255 3,554,968 Total Share-Based Compensation $ 4,344,691 $ 11,065,124 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 20 – Shareholders’ Equity Stock Options A reconciliation of the beginning and ending balance of stock options outstanding is as follows: Number of Stock Options Weighted-Average Exercise Price 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 $ 2.78 Granted 7,858,643 $ 0.17 Forfeited (1,723,887 ) $ (2.73 ) Balance as of June 26, 2021 14,752,960 $ 1.40 The following table summarizes the stock options that remain outstanding as of June 26, 2021: Security Issuable Exercise Price Weighted Average Remaining Life in Years Stock Options Outstanding Stock Options Exercisable Subordinate Voting Shares $5.71 7.30 350,560 350,560 Subordinate Voting Shares $4.03 - $4.05 6.99 1,829,768 1,442,084 Subordinate Voting Shares $3.06 - $3.84 6.52 1,206,839 1,206,599 Subordinate Voting Shares $2.02 - $2.79 5.5 2,063,936 1,106,182 Subordinate Voting Shares $1.38 - $1.99 8.22 565,358 326,850 Subordinate Voting Shares $0.11 - $0.53 4.64 8,736,499 937,265 14,752,960 5,369,540 For the years ended June 26, 2021 and June 27, 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: 2021 2020 Weighted-Average Risk-Free Annual Interest Rate 1.05 % 1.60 % Weighted-Average Expected Annual Dividend Yield 0.0 % 0.0 % Weighted-Average Expected Stock Price Volatility 116.5 % 91.0 % Weighted-Average Expected Life in Years 7.50 7.50 Weighted-Average Estimated Forfeiture Rate 40.0 % 40.0 % 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 and beginning March 28, 2021, was solely based on the historical volatility of the Company’s Subordinate Voting Shares. T 2020 Weighted-Average Stock Price C$2.65 Weighted-Average Probability 6.0 % Weighted-Average Term in Years 3.0 Weighted-Average Volatility 83.3 % During the years ended June 26, 2021 and June 27, 2020, the weighted-average fair value of stock options granted was $0.17 and $0.98, respectively, per option. As of June 26, 2021 and June 27, 2020, stock options outstanding have a weighted-average remaining contractual life of 5.4 years and 7.5 years, respectively. 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: Weighted LTIP Units LLC Average Issued and Redeemable Grant Date Outstanding Units Fair Value Balance as of June 29, 2019 20,882,355 725,016 $ 0.74 Vesting and Converted (1)(2) (1,558,477 ) - $ (3.38 ) Balance as of June 27, 2020 and June 26, 2021 19,323,878 725,016 $ 0.52 (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 of the LTIP Units will vest as follows: (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 of the FV LTIP Units will vest as follows: (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 of the LTIP Units will vest ratably, on a monthly basis, beginning on May 17, 2018 and concluding with all LTIP Units being fully vested on March 15, 2021. (2) For the year ended June 26, 2021 and June 27, 2020, nil and 1,558,477, respectively, of the LTIP Units were vested and converted to zero LLC Redeemable Units pursuant to the formula determined by the Third Amended and Restated LLC Agreement of MM Enterprises USA, LLC. Restricted Stock Units During the years ended June 26, 2021 and June 27, 2020, the Company granted an entitlement to 31,632,112 and 7,443,954, respectively, of restricted Subordinate Voting Shares to certain officers and directors. A reconciliation of the beginning and ending balance of restricted stock units outstanding is as follows: Issued and Outstanding Vested (1) Weighted-Average Fair Value 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 Granted 31,632,112 - $ 0.17 Forfeiture of Restricted Stock (2) (6,244,589 ) - $ 0.19 Redemption of Vested Stock (11,658,293 ) (11,658,293 ) $ 0.21 Vesting of Restricted Stock - 10,680,711 $ 0.24 Balance as of June 26, 2021 20,888,394 (785,123 ) $ 0.24 (1) Restricted stock units will vest as follows: ● 3,000,000 of the restricted stock units 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 of the restricted stock units on July 11, 2018 will vest in four (4) equal quarterly installments on each three-month anniversary of the Date of Grant. ● 131,859 of the restricted stock units on August 29, 2018 will vest in four (4) equal quarterly installments on each three-month anniversary of the Date of Grant. ● 918,785 of the restricted stock units 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 units being fully vested on December 18, 2021. ● 23,082 of the restricted stock units will vest on a straight-line basis, beginning on January 3, 2019, and concluding with all restricted stock units being fully vested on August 28, 2019. ● 162,455 of the restricted stock units will vest as follows: 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 of the restricted stock units will vest as follows: 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 of the restricted stock units will vest as follows on the first anniversary of the grant date, December 10, 2020. ● 1,885,408 of the restricted stock units will vest as follows: on the second anniversary of the grant date, July 30, 2021. ● 50,181 of the restricted stock units will vest as follows: on the first anniversary of the grant date, August 26, 2020. ● 49,616 of the restricted stock units will vest as follows: on August 1, 2021. ● 28,210,512 of restricted stock units vest 37.5%, 12.5%, 37.5%, 12.5% on the 1st, 2nd, 3rd and 4th anniversary, respectively. (2) 6,244,589 and 974,103 of the restricted stock units were forfeited upon resignation of certain employees prior to their vesting for the fiscal years ended June 26, 2021 and June 27, 2020, respectively. Certain restricted stock units have vesting which is based on market conditions. For restricted stock units 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 units 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 year ended June 26, 2021 and June 27, 2020, there were no restricted stock units with a market vesting condition. Warrants A reconciliation of the beginning and ending balance of warrants outstanding is as follows: Number of Warrants Outstanding Subordinate Voting Shares MedMen Corp Redeemable Shares TOTAL Weighted-Average Exercise Price 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 Issued 260,852,951 147,508,516 408,361,467 $ 0.21 Exercised (8,807,607 ) (50,078,066 ) (58,885,673 ) $ 0.20 Cancelled (107,581,650 ) (40,455,723 ) (148,037,373 ) $ 0.23 Balance as of June 26, 2021 259,462,609 97,430,456 356,893,065 $ 0.33 The following table summarizes the warrants that remain outstanding as of June 26, 2021: Security Issuable Exercise Price Number of Warrants Weighted Average Remaining Life in Years Warrants Exercisable MedMen Corp Redeemable Shares $0.34 40,455,732 4.1 40,455,732 MedMen Corp Redeemable Shares $0.20 38,345,772 4.4 38,345,772 MedMen Corp Redeemable Shares $0.15 18,628,952 4.2 18,628,952 Total MedMen Corp Redeemable Shares 97,430,456 97,430,456 Subordinate Voting Shares $4.29 2,039,627 0.9 2,039,627 Subordinate Voting Shares $3.16 - $3.72 9,737,782 0.9 9,737,782 Subordinate Voting Shares $1.01 - $1.17 3,346,161 1.4 3,346,161 Subordinate Voting Shares $0.15 - $0.46 244,339,039 4.0 244,339,039 Total Subordinate Voting Shares 259,462,609 259,462,609 Total Warrants Outstanding 356,893,065 356,893,065 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: 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 year 1 year 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 January 29, 2021: Weighted-Average Risk-Free Annual Interest Rate 0.06 % Weighted-Average Expected Annual Dividend Yield 0 % Weighted-Average Expected Stock Price Volatility 175.50 % Weighted-Average Expected Life of Warrants 1 year 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 and beginning March 28, 2021, was solely based on the historical volatility As of June 26, 2021 and June 27, 2020, warrants outstanding have a weighted-average remaining contractual life of 44.7 and 46.2 months, respectively. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Jun. 26, 2021 | |
Earnings Per Share [Abstract] | |
Note 22. LOSS PER SHARE | 22. LOSS PER SHARE The following is a reconciliation for the calculation of basic and diluted loss per share for the years ended June 26, 2021 and June 27, 2020: 2021 2020 Net Loss from Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. $ (111,993,197 ) $ (177,313,705 ) Less Deemed Dividend - Down Round Feature of Warrants (6,364,183 ) - Net Loss from Continuing Operations Available to Shareholders of MedMen Enterprises, Inc. (118,357,380 ) (177,313,705 ) Net Loss from Discontinued Operations (12,152,328 ) (69,950,677 ) Total Net Loss $ (130,509,708 ) $ (247,264,382 ) Weighted-Average Shares Outstanding - Basic and Diluted 530,980,011 270,418,842 Loss Per Share - Basic and Diluted: From Continuing Operations Attributable to Shareholders of MedMen Enterprises Inc. $ (0.22 ) $ (0.66 ) From Discontinued Operations Attributable to Shareholders of MedMen Enterprises Inc. $ (0.02 ) $ (0.26 ) 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. |
OTHER OPERATING EXPENSE
OTHER OPERATING EXPENSE | 12 Months Ended |
Jun. 26, 2021 | |
Nonoperating Income (Expense) [Abstract] | |
Note 23. OTHER OPERATING EXPENSE | 23. OTHER OPERATING INCOME During the years ended June 26, 2021 and June 27, 2020, other operating income consisted of the following: 2021 2020 Loss (Gain) on Disposals of Assets $ 581,051 $ (7,331,288 ) Restructuring and Reorganization Expense 5,038,182 6,269,153 Loss on Settlement of Accounts Payable 574,877 314,242 Gain on Lease Terminations (17,748,368 ) (319,163 ) Gain on Disposal of Assets Held For Sale (12,338,123 ) (8,439,967 ) Other (Income) Expense (806,921 ) 390,909 Total Other Operating Income $ (24,699,302 ) $ (9,116,114 ) |
PROVISION FOR INCOME TAXES AND
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES | 12 Months Ended |
Jun. 26, 2021 | |
Income Tax Disclosure [Abstract] | |
Note 24. PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES | 24. 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 $8,500,000 (tax effected $2,300,000) of Canadian non-capital losses and $6,915,000 (tax effected $1,833,000) of Share Issuance cost 20(1)(e) balance. The loss tax attribute has been determined to be more likely than not that the tax attribute would not yield any tax benefit. As such, the Company has recorded a full valuation allowance against the benefit. Since IRC Section 280E was not applied in the California Franchise Tax returns, the Company has approximately $171,000,000 of gross California net operating losses which begin expiring in 2033 as of June 26, 2021. 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 $169,200,000 will not be realized. Provision for income taxes consists of the following for the years ended June 26, 2021 and June 27, 2020: 2021 2020 Current: Federal $ (20,173,107 ) $ (21,675,826 ) State (3,231,255 ) (2,471,663 ) Total Current (23,404,362 ) (24,147,489 ) Deferred: Federal 15,762,423 52,822,427 State 4,241,991 12,153,888 Total Deferred 20,004,414 64,976,315 Total Provision for Income Taxes $ (3,399,948 ) $ 40,828,826 As of June 26, 2021 and June 27, 2020, the components of deferred tax assets and liabilities were as follows: 2021 2020 Deferred Tax Assets: Sale and Leaseback $ 1,209,397 $ 1,378,229 Net Operating Loss 18,947,040 14,773,963 Notes Payable 16,156,489 16,156,489 Fair Value of Investments 797,641 1,019,919 Lease Liability 23,036,902 30,545,899 Held For Sale 5,167,362 16,580,885 Total Deferred Tax Assets 65,314,831 80,455,384 Total Valuation Allowance (43,164,332 ) (49,939,139 ) Net Deferred Tax Assets $ 22,150,499 $ 30,516,245 2021 2020 Deferred Tax Liabilities: Property, Plant & Equipment $ (18,492,895 ) $ (25,286,947 ) Intangible Assets (28,243,281 ) (37,731,096 ) Senior Secured Convertible Credit Facility (17,171,778 ) (9,420,472 ) Leases (10,546,564 ) (14,974,482 ) Total Deferred Tax Liabilities (74,454,518 ) (87,412,997 ) Net Deferred Tax Liabilities $ (52,304,019 ) $ (56,896,752 ) The reconciliation between the effective tax rate on loss from operations and the statutory tax rate is as follows: 2021 2020 Expected Income Tax Benefit at Statutory Tax Rate $ (32,381,541) $ (113,915,623 ) Section 280E Permanent and Other Non-Deductible Items 30,846,236 89,883,278 State Rate 1,878,787 2,471,663 Tax Gain on Sale Leaseback - 8,377,927 Effect of GAAP Impairment - (37,651,440 ) Effect of Held for Sale 11,413,523 (16,580,885 ) Effect of ASC 842 3,056,613 (15,571,417 ) Benefit on Recognized California Net Operating Loss (9,268,041 ) (2,935,116 ) Interest and Penalties on Uncertain Tax Positions 4,629,178 - Valuation Allowance (6,774,807 ) 45,092,787 Reported Income Tax Expense (Benefit) $ 3,399,948 $ (40,828,826 ) Effective Tax Rate (2.05 )% 7.09 % During the years ended June 26, 2021 and June 27, 2020, the activities related to the Company’s gross unrecognized tax benefits are as follows: 2021 2020 Balance at Beginning of Year $ 15,016,935 $ 6,575,181 Increase in Balance Related to Tax Positions Taken During the Year 447,250 8,441,754 Balance at End of Year $ 15,464,185 $ 15,016,935 The Company files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions, and in Canada. The Company is generally subject to audit by taxing authorities in various U.S., state, and in foreign jurisdictions for fiscal years 2013 through the current fiscal year. As of June 26, 2021, and June 27, 2020, the total amount of gross unrecognized tax benefits was $20,093,363 and $15,016,935, respectively, including $900,000 and $3,800,000 of interest and penalties. As of June 26, 2021, all of the total unrecognized tax benefits, if recognized, would have an impact on the Company's effective tax rate. The Company estimates that there will be no material changes in its uncertain tax positions in the next 12 months. The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 26, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 25. COMMITMENTS AND CONTINGENCIES | 25. 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 26, 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 June 26, 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 such, no accrual has been made in the Consolidated Financial Statements relating to claims and litigations. As of June 26, 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. During the year ended June 26, 2021, the claim was settled for a total of C$575,000 of which C$250,000 shall be paid in Class B Subordinate Voting Shares. The settlement liability has been accrued in the Consolidated Balance Sheet. 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 June 26, 2021, $584,000 has been accrued in the Consolidated Balance Sheet. 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 April 2020, a complaint was filed against the Company related to a contemplated acquisition in which the plaintiffs are seeking damages for alleged breach of contract and breach of implied covenant of good faith and fair dealing. While no amounts have been identified in the claim, the Company estimated this to be approximately $5,200,000. The Company believes the likelihood of a loss contingency is neither probable nor remote. As such, no amount has been accrued in the 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 audited Note 18 – 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. As of June 26, 2021, the remaining amount has been accrued in the Consolidated Balance Sheet. In December 2020, a lawsuit was filed against the Company related to a previous acquisition alleging that the plaintiffs were owed additional compensation. In the complaint, the plaintiffs allege breach of contract, breach of implied covenant of good faith and fair delaying, fraud and unjust enrichment, among other causes of actions. The plaintiffs are seeking the issuance of 51,716,141 shares, which has been accrued in the Consolidated Balance Sheet as of June 26, 2021, and other monetary damages. The litigation is at an early stage and the likelihood of a loss contingency is remote. The amount of monetary damages is not reasonably estimable and thus, no amount has been accrued in these financial statements. 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. The litigation is at an early stage and thus the likelihood of a loss contingency is remote. As such, no amount has been accrued in these financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 26, 2021 | |
Related Party Transactions [Abstract] | |
Note 26. RELATED PARTY TRANSACTIONS | 26. RELATED PARTY TRANSACTIONS All related party balances due to the Company as of June 26, 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 June 26, 2021, they are not considered related parties under ASC 850, “Related Party Disclosures” 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 had the right to approve director nominees submitted by the Company. The ability to approve the nominees to the Company’s Board of Directors met the definition of control under ASC 850 and accordingly, Wicklow Capital is a related party of the Company. See “Note 18 – Notes Payable” As of June 26, 2021, the Company determined GGP to be a related party as a result of GGP having significant influence over the Company. See “Note 19 – 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 LLC (“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 year ended June 26, 2021, the Company had paid $3,113,364 in fees to SCP for interim management and restructuring support. During the year ended June 26, 2021, Mr. Lynch and Mr. Bossidy each received 124,868 stock options. 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. |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 12 Months Ended |
Jun. 26, 2021 | |
Segmented Information | |
Note 27. SEGMENTED INFORMATION | 27. 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. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Jun. 26, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Note 28. DISCONTINUED OPERATIONS | 28. 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. As a result, the assets and liabilities allocable to the operations within the state of Arizona were classified as a discontinued operation. The assets associated with the Arizona components were measured at the lower of their carrying amount or FVLCTS. Revenue and expenses, gains or losses relating to the discontinuation of Arizona operations were 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. 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, of which the Company has not received the proceeds as of June 26, 2021. Refer to “ Note 25 – Commitments and Contingencies Note 25 – Commitments and Contingencies During the fiscal fourth quarter of 2021, the Company had a change in plan of sale for the remaining Arizona disposal group in response to changes in its regulatory environment as well as its financial condition which allowed capital to be raised and the disposal group assets to be retained. As a result, the assets no longer meet the held for sale criteria and are required to be reclassified as held and used at the lower of adjusted carrying value (carrying value of the assets prior to being classified as held for sale adjusted for any depreciation and/or amortization expense that would have been recognized had the assets been continuously classified as held and used) or the fair value at the date of the subsequent decision not to sell. During the years ended June 26, 2021 and June 27, 2020, revenues in the amount of $11,316,081 and $6,319,028, respectively, were reclassified to continuing operations and is included as a component of revenue in the Consolidated Statements of Operations. During the years ended June 26, 2021 and June 27, 2020, net loss in the amount of $12,350,388 and $21,572,840, respectively, were reclassified to continuing operations and is included as a component of net loss in the Consolidated Statements of Operations. The depreciatio n and amortization expense that would have been recognized had the assets been continuously classified as held and used was $1,158,886 and $370,790, fo 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 fiscal third quarter of 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, the total amount of interest expense and amortization of debt discounts and loan origination fees related to the Senior Secured Term Loan Facility allocated to discontinued operations was $16,199,865 and $10,542,120 for the years ended June 26, 2021 and June 27, 2020. Refer to “Note 18 – 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 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 New York operations until the ultimate sale of the disposal group. The operating results of the discontinued operations are summarized as follows: 2021 2020 Revenue $ 13,536,521 $ 17,441,970 Cost of Goods Sold 7,513,731 11,456,357 Gross Profit 6,022,790 5,985,613 Expenses: General and Administrative 9,428,277 14,438,438 Sales and Marketing 24,472 55,182 Depreciation and Amortization 1,811,038 3,816,563 Impairment Expense 960,692 39,506,708 (Gain) Loss on Disposal of Assets and Other Expense (Income) (11,885,805 ) 7,469,037 Total Expenses 338,674 65,285,928 Income (Loss) from Operations 5,684,116 (59,300,315 ) Other Expense: Interest Expense 10,377,218 6,183,834 Interest Income (1,545 ) - Amortization of Debt Discount and Loan Origination Fees 5,895,011 4,362,226 Total Other Expense 16,270,684 10,546,060 Loss from Discontinued Operations Before Provision for Income Taxes (10,586,568 ) (69,846,375 ) Provision for Income Tax Expense (1,565,760 ) (104,302 ) Net Loss from Discontinued Operations $ (12,152,328 ) $ (69,950,677 ) The carrying amounts of assets and liabilities in the disposal group are summarized as follows: 2021 2020 Carrying Amounts of the Assets Included in Discontinued Operations: Cash and Cash Equivalents $ 901,886 $ 1,018,158 Restricted Cash 5,280 8,844 Accounts Receivable and Prepaid Expenses 233,860 106,808 Inventory 4,899,281 5,285,844 Other Current Assets - 18,444 TOTAL CURRENT ASSETS (1) 6,438,098 Property and Equipment, Net 12,682,787 12,772,572 Operating Lease Right-of-Use Assets 19,136,500 21,218,027 Intangible Assets, Net 10,582,559 15,307,700 Goodwill - 959,692 Other Assets 456,945 1,595,799 TOTAL NON-CURRENT ASSETS (1) 51,853,790 TOTAL ASSETS OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE $ 48,899,098 $ 58,291,888 Carrying Amounts of the Liabilities Included in Discontinued Operations: Accounts Payable and Accrued Liabilities $ 3,082,031 $ 4,463,431 Income Taxes Payable 1,535,627 - Other Current Liabilities 124,663 11,860 Current Portion of Operating Lease Liabilities 2,326,002 1,629,282 Current Portion of Finance Lease Liabilities 825 - TOTAL CURRENT LIABILITIES (1) 6,104,573 Operating Lease Liabilities, Net of Current Portion 349,244 20,359,826 Finance Lease Liabilities, Net of Current Portion 20,272,057 - Deferred Tax Liabilities 5,457,753 13,338,464 TOTAL NON-CURRENT LIABILITIES (1) 33,698,290 TOTAL LIABILITIES OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE $ 33,148,202 $ 39,802,863 (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 26, 2021 because it is probable that the sale will occur and proceeds will be collected within one year. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 26, 2021 | |
Subsequent Events [Abstract] | |
Note 29. SUBSEQUENT EVENTS | 29. SUBSEQUENT EVENTS The Company has evaluated subsequent events through September 23, 2021, 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 August 17, 2021, the Company announced that Tilray, Inc. (“Tilray”) acquired a majority of the outstanding senior secured convertible notes under the Convertible Facility with GGP (the “Notes ”). Under the terms of the transaction, a newly formed limited partnership (the “SPV”) established by Tilray and other strategic investors acquired an aggregate principal amount of approximately $165,800,000 of the Notes and warrants issued in connection with the Convertible Facility, representing 75% of the outstanding Notes and 65% of the outstanding warrants under the Convertible Facility. Sp In connection with the sale of the Notes, the Company amended and restated the securities purchase agreement with GGP (“Sixth Amendment”) to, among other things, extend the maturity date to August 17, 2028, eliminate any cash interest obligations and instead provide for payment-in-kind interest, eliminate certain repricing provisions, and eliminate and revise certain restrictive covenants. In connection with the Sixth Amendment, accrued payment-in-kind interest on the Notes will be convertible at price equal to the trailing 30-day volume weighted average price of the Subordinate Voting Shares. The Notes may not be prepaid until the federal legalization of marijuana. The Notes will also provide the holders with a top-up right to acquire additional Subordinate Voting Shares and a pre-emptive right with respect to future financings of the Company, subject to certain exceptions, upon the issuance by MedMen of certain equity or equity-linked securities. No changes have been made to the conversion and exercise prices of the Notes or related warrants. Equity Investment Through Private Placement On August 17, 2021, the Company entered into subscription agreements with various investors led by Serruya Private Equity Inc. (“SPE”) to purchase $100,000,000 of units (“Units”) of the Company at a purchase price of $0.24 per Unit (the “Private Placement”) wherein certain investors associated with SPE agreed to backstop the Private Placement (the “Backstop Commitment”). In consideration for providing the Backstop Commitment, such investors will receive a fee of $2,500,000 to be paid in the form of Class B Subordinate Voting Shares (each, a “Share”) at a deemed price of $0.24 (C$0.32) per Share. Each Unit consists of one Share and one-quarter share purchase warrant (each, a “Warrant”). Each whole Warrant permits the holder to purchase one Share for a period of five years from the date of issuance at an exercise price of $0.288 (C$0.384) per Share. Each Unit issued to certain funds associated with SPE consists of one Share and one-quarter of one Warrant plus a proportionate interest in a short-term warrant (the “Short-Term Warrant”) which expires on December 31, 2021. The Short-Term Warrant entitles the holders to acquire, at the option of the holders and upon payment of $30,000,000, an aggregate of 125,000,000 Units at an exercise price of $0.24 (C$0.32) per Unit, or $30,000,000 principal amount of notes at par, convertible into 125,000,000 Shares at a conversion price of $0.24 (C$0.32) per Share. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 26, 2021 | |
Accounting Policies [Abstract] | |
Basis of Preparation | 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 26, 2021 and June 27, 2020, the consolidated results of operations and cash flows for the years ended June 26, 2021 and June 27, 2020 have been included. In accordance with the provisions of FASB ASC 810, “ Consolidation |
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 26, 2021 and June 27, 2020 included 52 weeks. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. The risks and uncertainties on the future of the Company’s operations due to COVID-19 and regulatory uncertainty, combined with the fact that the Company historically had a working capital deficit, net loss and negative cash flow from operating activities, have in the past, raised substantial doubt as to the Company’s ability to continue as a going concern. However, management believes that substantial doubt of our ability to meet our obligations for the next twelve months from the date these consolidated financial statements were first made available was resolved as a result of (i) capital raised subsequent to the balance sheet date, but before the financial statements were issued, as disclosed in “ Note 29 – Subsequent Events Note 28 – Discontinued 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 (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 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”) | 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 26, 2021 and June 27, 2020: Retail Entities Ownership Entity Location Purpose 2021 2020 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 years ended June 26, 2021 and June 27, 2020 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 wholly-owned subsidiaries that are included in these consolidated financial statements as of and for the years ended June 26, 2021 and June 27, 2020: Corporate Entities Ownership Entity Location Purpose 2021 2020 MM CAN USA, Inc. (1) California Manager of MM Enterprises USA, LLC 100 % 100 % MM Enterprises USA, LLC (4) Delaware Operating Entity 100 % 100 % Convergence Management Services, Ltd. (13) Canada Public Relations Entity 100 % 100 % Management Entities Ownership Subsidiaries Location Purpose 2021 2020 LCR SLP, LLC (4) Delaware Holding Company 100 % 100 % 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 26, 2021 and June 27, 2020: Real Estate Entities Ownership Subsidiaries Location Purpose 2021 2020 MMOF Venice Parking, LLC (2) Venice Beach - Lincoln Blvd. Parking Lot 100 % 100 % MME RE AK, LLC (2) Venice Beach - Abbot Kinney Building 100 % 100 % MMOF RE SD, LLC (2) San Diego - Kearny Mesa Building 100 % 100 % MMOF RE Vegas 2, LLC (6) Las Vegas - The Strip Building 100 % 100 % MMOF RE Fremont, LLC (6) Las Vegas - Downtown Arts District Building 100 % 100 % MME RE BH, LLC (2) Los Angeles - Beverly Hills Building 100 % 100 % NVGN RE Holdings, LLC (6) Nevada Genetics R&D Facility 100 % 100 % Retail Entities Ownership Subsidiaries Location Purpose 2021 2020 Manlin I, LLC (2) Los Angeles - West Hollywood Dispensary 100 % 100 % Farmacy Collective (3) Los Angeles - West Hollywood Dispensary 100 % 100 % The Source Santa Ana (2) Orange County - Santa Ana Dispensary 100 % 100 % SA Fund Group RT, LLC 100 % 100 % CYON Corporation, Inc. (1) Los Angeles - Beverly Hills Dispensary 100 % 100 % BH Fund II Group, LLC (2) 100 % 100 % MMOF Downtown Collective, LLC (2) Los Angeles - Downtown Dispensary 100 % 100 % Advanced Patients’ Collective (1) 100 % 100 % DT Fund II Group, LLC (1) 100 % 100 % MMOF San Diego Retail, Inc. (2) San Diego - Kearny Mesa Dispensary 100 % 100 % San Diego Retail Group II, LLC (1) 100 % 100 % MMOF Venice, LLC (2) Venice Beach - Lincoln Blvd. Dispensary 100 % 100 % The Compassion Network, LLC (1) 100 % 100 % MMOF PD, LLC (2) Palm Desert Dispensary 100 % 100 % MMOF Palm Desert, Inc. (1) 100 % 100 % MMOF SM, LLC (2) Santa Monica Dispensary 100 % 100 % MMOF Santa Monica, Inc. (1) 100 % 100 % MMOF Fremont, LLC (6) Las Vegas - Downtown Arts District Dispensary 100 % 100 % MMOF Fremont Retail, Inc. (5) 100 % 100 % MME SF Retail, Inc. (1) San Francisco Dispensary 100 % 100 % MMOF Vegas, LLC (6) Las Vegas - North Las Vegas Dispensary 100 % 100 % MMOF Vegas Retail, Inc. (5) 100 % 100 % MMOF Vegas 2, LLC (6) Las Vegas - Cannacopia Dispensary 100 % 100 % MMOF Vegas Retail 2, Inc. (5) 100 % 100 % MME VMS, LLC (3) San Jose Dispensary 100 % 100 % Viktoriya’s Medical Supplies, LLC (3) 100 % 100 % Project Compassion Venture, LLC (5) 100 % 100 % Project Compassion Capital, LLC (5) 100 % 100 % Project Compassion NY, LLC (5) 100 % 100 % MedMen NY, Inc. (7) New York Dispensaries 100 % 100 % MME IL Group LLC (11) Oak Park, Illinois Dispensary 100 % 100 % Future Transactions Holdings, LLC (11) 100 % 100 % MME Seaside, LLC (2) Seaside, California Dispensary 0 % 100 % PHSL, LLC (2) 0 % 100 % MME Sorrento Valley, LLC (2) San Diego – Sorrento Valley Dispensary 100 % 100 % Sure Felt, LLC (2) 100 % 100 % Rochambeau, Inc. (1) Emeryville, California Dispensary 100 % 100 % Kannaboost Technology, Inc. (10) Scottsdale and Tempe, Arizona Dispensaries 0 % 100 % CSI Solutions, LLC (9) 0 % 100 % MME AZ Group, LLC (9) Mesa, Arizona Dispensary 100 % 100 % EBA Holdings, Inc. (10) 100 % 100 % MattnJeremy, Inc. (1) Long Beach, California Dispensary 100 % 100 % Milkman, LLC (2) Grover Beach, California Dispensary 0 % 100 % MME 1001 North Retail, LLC (11) Chicago, Illinois Dispensary 100 % 100 % MME Evanston Retail, LLC (11) (15) Evanston, Illinois Dispensary 100 % 100 % MME Morton Grove Retail, LLC (11) Morton Grove, Illinois Dispensary 100 % 0 % MedMen Boston, LLC (14) Boston, Massachusetts Dispensary 90 % 0 % Cultivation Entities Ownership Subsidiaries Location Purpose 2021 2020 Project Mustang Development, LLC (6) Northern Nevada Cultivation and Production Facility 100 % 100 % The MedMen of Nevada 2, LLC (6) 100 % 100 % MMNV2 Holdings I, LLC (6) 100 % 100 % MMNV2 Holdings II, LLC (6) 100 % 100 % MMNV2 Holdings III, LLC (6) 100 % 100 % MMNV2 Holdings IV, LLC (6) 100 % 100 % MMNV2 Holdings V, LLC (6) 100 % 100 % Manlin DHS Development, LLC (6) Desert Hot Springs, California Cultivation and Production Facility 100 % 100 % Desert Hot Springs Green Horizon, Inc. (3) 100 % 100 % Project Compassion Venture, LLC (4) Utica, New York Cultivation and Production Facility 100 % 100 % EBA Holdings, Inc. (10) Mesa, Arizona Cultivation and Production Facility 100 % 100 % Kannaboost Technology, Inc. (10) Scottsdale and Tempe, Arizona Cultivation and Production Facility 0 % 100 % CSI Solutions, LLC (9) 0 % 100 % MME Florida, LLC (8) Eustis, Florida Cultivation and Production Facility 100 % 100 % (1) California Corporation (2) California Limited Liability Company (3) California Non-Profit Corporation (4) Delaware Limited Liability Company (5) Nevada Corporation (6) Nevada Limited Liability Company (7) New York Corporation (8) Florida Limited Liability Company (9) Arizona Limited Liability Company (10) Arizona Corporation (11) Illinois Limited Liability Company (12) Delaware Limited Liability Company (13) British Columbia, Canada Limited Company (14) Massachusetts Limited Liability Company (15) On August 10, 2020, all operational control and risk of loss was transferred and Evanston operates through a consulting agreement. As of June 26, 2021, the Company owns 100% of membership interests but has no further obligation to fund operations. See “Note 7 – Assets Held for Sale” for further information. |
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 could be negatively impacted. |
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. |
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 June 26, 2021 and June 27, 2020, restricted cash was $730 and $1,029, respectively, which is used to pay for lease costs and costs incurred related to building construction in Reno, Nevada. This account is managed by a contractor and the Company is required to maintain a certain minimum balance. |
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 Statements of Operations. Work-in-process is stated at the lower of cost or net realizable value, determined using the weighted average cost. Raw materials and 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, obs |
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 “Financial Instruments” 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. The measurement alternative requires the investments to be held at cost and adjusted for impairment and observable price changes, if any. |
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: Land Not Depreciated Buildings and Improvements 39 Years Finance Lease Assets Shorter of Lease Term or Economic Life Right of Use Assets 10 – 20 Years Furniture and Fixtures 3 – 7 Years Leasehold Improvements Shorter of Lease Term or Economic Life Equipment and Software 3 – 7 Years Construction in Progress Not Depreciated The assets’ residual values, useful lives and methods of depreciation are reviewed at the end of 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 the end of 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: Dispensary Licenses 15 Years Customer Relationships 5 Years Management Agreement 30 Years Intellectual Property 10 Years Capitalized Software 3 Years 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, goodwill and other intangible assets with indefinite lives are not subject to amortization. The Company reviews goodwill and other intangible assets allocated to each of the Company’s reporting units for impairment on an annual basis as of year-end or whenever events or changes in circumstances indicate carrying amount it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The carrying amount of each reporting unit is determined based upon the assignment of the Company’s assets and liabilities, including existing goodwill, to the identified reporting units. Where an acquisition benefits only one reporting unit, the Company allocates, as of the acquisition date, all goodwill for that acquisition to the reporting unit that will benefit. In order to determine if goodwill is impaired, the Company measures the impairment of goodwill by comparing a reporting unit’s carrying amount to the estimated fair value of the reporting unit. If the carrying amount of a reporting unit is in excess of its fair value, the Company recognizes an impairment charge equal to the amount in excess. A goodwill impairment loss associated with a discontinued operation is included within the results of discontinued operations. |
Impairment of Long-Lived Assets | Impairment 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”). In accordance with ASC 360, “Property, Plant, and Equipment” |
Leased Assets | Leased Assets In accordance with ASU 2016-02, “ Leases (Topic 842)” 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. Refer to “Note 17 – Leases 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. 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 ROU asset either on its own or together with other resources and whether the asset is highly dependent on or highly interrelated with another ROU asset. If a sale and leaseback transaction was accounted for as a sale and 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, “Revenue from Contracts with Customers” “Note 17 – Leases |
Income Taxes | Income Taxes The Company accounts for income taxes 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 or the tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The amount recognized is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon effective settlement. |
Convertible Instruments | 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 16 – Derivative Liabilities |
Down-Round Provisions | Down-Round Features The Company calculates down-round features under Accounting Standards Update (“ASU”) No. 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” |
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” “Business Combinations” |
Assets Held for Sale | Assets Held for Sale The Company classifies assets held for sale in accordance with ASC 360. When the Company makes the decision to sell an asset or to stop some part of its business, the Company assesses if such assets should be classified as an asset held for sale. To classify as an asset held for sale, the asset or disposal group must meet all of the following conditions: i) management, having the authority to approve the action, commits to a plan to sell the asset, ii) the asset is available for immediate sale in its present condition subject to certain customary terms, iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, iv) the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale, within one year, subject to certain exceptions, v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current value, and vi) actions required to complete the plan indicate that it is unlikely that the plan will be significantly changed or withdrawn. Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell (“FVLCTS”). FVLCTS is the amount obtainable from the sale of the asset in an arm’s length transaction, less the costs of disposal. Once classified as held for sale, any depreciation and amortization on an asset cease to be recorded. For long-lived assets or disposals groups that are classified as held for sale but do not meet the criteria for discontinued operations, the assets and liabilities are presented separately on the balance sheet of the initial period in which it is classified as held for sale. The major classes of assets and liabilities classified as held for sale are disclosed in the notes to the consolidated financial statements. See “Note 7 – Assets Held for Sale” “Note 28 – Discontinued Operations” |
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 Subtopic 205-20, “Discontinued Operations” “Note 28 – Discontinued Operations” Allocation of Interest to Discontinued Operations Under ASC Subtopic 205-20, interest on debt that is to be assumed by the buyer and interest on debt that is required to be repaid as a result of a disposal transaction is allocated to discontinued operations. The amount of interest expense reclassified to discontinued operations is directly related to the amount of debt that will be repaid with funds received from the sale of discontinued operations. See “ Note 28 – Discontinued Operations” Assets Reclassified from Discontinued Operations Under ASC Subtopic 205-20, upon determination that assets held for sale no longer meet the held for sale criteria, the Company reclassifies the assets as held and used at the lower of adjusted carrying value (carrying value of the assets prior to being classified as held for sale adjusted for any depreciation and/or amortization expense that would have been recognized had the assets been continuously classified as held and use) or the fair value at the date of the subsequent decision not to sell. If adjusted carrying value is determined to be lower, a catch-up adjustment for depreciation will be recorded. The depreciation and/or amortization expenses that would have been recognized had the assets been continuously classified as held and used is included as a component of depreciation and amortization expenses in the Consolidated Statements of Operations. If fair value is determined to be lower, the Company records a gain or loss that is included in impairment expense in the Consolidated Statements of Operations. See “Note 28 – Discontinued Operations” |
Revenue Recognition | Revenue Recognition Revenue is recognized by the Company in accordance with ASC 606. Through application of the standard, the Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. In order to recognize revenue under ASC 606, 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, retail sales of cannabis and delivery, 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. During the years ended June 26, 2021 and June 27, 2020, wholesale revenues were insignificant. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. During the years ended June 26, 2021 and June 27, 2020, sales discounts were $15,965,000 and $16,242,036, respectively. 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. |
Stock-Based Compensation | Stock-Based Compensation The Company has a stock-based compensation plan comprised of stock options, stock grants, 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 718, “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. |
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, restricted stock units, warrants and stock options issued. |
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 15 – Other Current Liabilities and Other Non-Current Liabilities Note 16 – 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 26, 2021: Amortized Cost FVTPL TOTAL Financial Assets: Cash and Cash Equivalents $ - $ 11,873,256 $ 11,873,256 Restricted Cash $ - $ 730 $ 730 Accounts Receivable $ 1,027,218 $ - $ 1,027,218 Investments $ - $ 3,036,791 $ 3,036,791 Financial Liabilities: Accounts Payable and Accrued Liabilities $ 57,138,783 $ - $ 57,138,783 Other Liabilities $ 15,590,388 $ - $ 15,590,388 Notes Payable $ 191,115,328 $ - $ 191,115,328 Due to Related Party $ 1,476,921 $ - $ 1,476,921 Derivative Liabilities $ - $ 6,935,520 $ 6,935,520 Senior Secured Convertible Credit Facility $ 170,821,393 $ - $ 170,821,393 The following table summarizes the Company’s financial instruments as of June 27, 2020: Amortized Cost FVTPL TOTAL Financial Assets: Cash and Cash Equivalents $ - $ 9,598,736 $ 9,598,736 Restricted Cash $ - $ 1,029 $ 1,029 Accounts Receivable $ 1,245,827 $ - $ 1,245,827 Due from Related Party $ 3,109,718 $ - $ 3,109,718 Investments $ - $ 3,786,791 $ 3,786,791 Financial Liabilities: Accounts Payable and Accrued Liabilities $ 76,627,718 $ - $ 76,627,718 Other Liabilities $ 10,791,392 $ - $ 10,791,392 Acquisition Consideration Related Liabilities $ - $ 8,951,801 $ 8,951,801 Notes Payable $ 168,998,601 $ - $ 168,998,601 Due to Related Party $ 4,556,815 $ - $ 4,556,815 Derivative Liabilities $ - $ 546,076 $ 546,076 Senior Secured Convertible Credit Facility $ 166,368,463 $ - $ 166,368,463 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 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 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” |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Accounting Policies [Abstract] | |
Schedule of retail entities | Ownership Entity Location Purpose 2021 2020 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 | Ownership Entity Location Purpose 2021 2020 MM CAN USA, Inc. (1) California Manager of MM Enterprises USA, LLC 100 % 100 % MM Enterprises USA, LLC (4) Delaware Operating Entity 100 % 100 % Convergence Management Services, Ltd. (13) Canada Public Relations Entity 100 % 100 % |
Schedule of management entities | Ownership Subsidiaries Location Purpose 2021 2020 LCR SLP, LLC (4) Delaware Holding Company 100 % 100 % |
Schedule of real estate entities | Ownership Subsidiaries Location Purpose 2021 2020 MMOF Venice Parking, LLC (2) Venice Beach - Lincoln Blvd. Parking Lot 100 % 100 % MME RE AK, LLC (2) Venice Beach - Abbot Kinney Building 100 % 100 % MMOF RE SD, LLC (2) San Diego - Kearny Mesa Building 100 % 100 % MMOF RE Vegas 2, LLC (6) Las Vegas - The Strip Building 100 % 100 % MMOF RE Fremont, LLC (6) Las Vegas - Downtown Arts District Building 100 % 100 % MME RE BH, LLC (2) Los Angeles - Beverly Hills Building 100 % 100 % NVGN RE Holdings, LLC (6) Nevada Genetics R&D Facility 100 % 100 % |
Schedule of retail entities | Ownership Subsidiaries Location Purpose 2021 2020 Manlin I, LLC (2) Los Angeles - West Hollywood Dispensary 100 % 100 % Farmacy Collective (3) Los Angeles - West Hollywood Dispensary 100 % 100 % The Source Santa Ana (2) Orange County - Santa Ana Dispensary 100 % 100 % SA Fund Group RT, LLC 100 % 100 % CYON Corporation, Inc. (1) Los Angeles - Beverly Hills Dispensary 100 % 100 % BH Fund II Group, LLC (2) 100 % 100 % MMOF Downtown Collective, LLC (2) Los Angeles - Downtown Dispensary 100 % 100 % Advanced Patients’ Collective (1) 100 % 100 % DT Fund II Group, LLC (1) 100 % 100 % MMOF San Diego Retail, Inc. (2) San Diego - Kearny Mesa Dispensary 100 % 100 % San Diego Retail Group II, LLC (1) 100 % 100 % MMOF Venice, LLC (2) Venice Beach - Lincoln Blvd. Dispensary 100 % 100 % The Compassion Network, LLC (1) 100 % 100 % MMOF PD, LLC (2) Palm Desert Dispensary 100 % 100 % MMOF Palm Desert, Inc. (1) 100 % 100 % MMOF SM, LLC (2) Santa Monica Dispensary 100 % 100 % MMOF Santa Monica, Inc. (1) 100 % 100 % MMOF Fremont, LLC (6) Las Vegas - Downtown Arts District Dispensary 100 % 100 % MMOF Fremont Retail, Inc. (5) 100 % 100 % MME SF Retail, Inc. (1) San Francisco Dispensary 100 % 100 % MMOF Vegas, LLC (6) Las Vegas - North Las Vegas Dispensary 100 % 100 % MMOF Vegas Retail, Inc. (5) 100 % 100 % MMOF Vegas 2, LLC (6) Las Vegas - Cannacopia Dispensary 100 % 100 % MMOF Vegas Retail 2, Inc. (5) 100 % 100 % MME VMS, LLC (3) San Jose Dispensary 100 % 100 % Viktoriya’s Medical Supplies, LLC (3) 100 % 100 % Project Compassion Venture, LLC (5) 100 % 100 % Project Compassion Capital, LLC (5) 100 % 100 % Project Compassion NY, LLC (5) 100 % 100 % MedMen NY, Inc. (7) New York Dispensaries 100 % 100 % MME IL Group LLC (11) Oak Park, Illinois Dispensary 100 % 100 % Future Transactions Holdings, LLC (11) 100 % 100 % MME Seaside, LLC (2) Seaside, California Dispensary 0 % 100 % PHSL, LLC (2) 0 % 100 % MME Sorrento Valley, LLC (2) San Diego – Sorrento Valley Dispensary 100 % 100 % Sure Felt, LLC (2) 100 % 100 % Rochambeau, Inc. (1) Emeryville, California Dispensary 100 % 100 % Kannaboost Technology, Inc. (10) Scottsdale and Tempe, Arizona Dispensaries 0 % 100 % CSI Solutions, LLC (9) 0 % 100 % MME AZ Group, LLC (9) Mesa, Arizona Dispensary 100 % 100 % EBA Holdings, Inc. (10) 100 % 100 % MattnJeremy, Inc. (1) Long Beach, California Dispensary 100 % 100 % Milkman, LLC (2) Grover Beach, California Dispensary 0 % 100 % MME 1001 North Retail, LLC (11) Chicago, Illinois Dispensary 100 % 100 % MME Evanston Retail, LLC (11) (15) Evanston, Illinois Dispensary 100 % 100 % MME Morton Grove Retail, LLC (11) Morton Grove, Illinois Dispensary 100 % 0 % MedMen Boston, LLC (14) Boston, Massachusetts Dispensary 90 % 0 % |
Schedule of cultivation entities | Ownership Subsidiaries Location Purpose 2021 2020 Project Mustang Development, LLC (6) Northern Nevada Cultivation and Production Facility 100 % 100 % The MedMen of Nevada 2, LLC (6) 100 % 100 % MMNV2 Holdings I, LLC (6) 100 % 100 % MMNV2 Holdings II, LLC (6) 100 % 100 % MMNV2 Holdings III, LLC (6) 100 % 100 % MMNV2 Holdings IV, LLC (6) 100 % 100 % MMNV2 Holdings V, LLC (6) 100 % 100 % Manlin DHS Development, LLC (6) Desert Hot Springs, California Cultivation and Production Facility 100 % 100 % Desert Hot Springs Green Horizon, Inc. (3) 100 % 100 % Project Compassion Venture, LLC (4) Utica, New York Cultivation and Production Facility 100 % 100 % EBA Holdings, Inc. (10) Mesa, Arizona Cultivation and Production Facility 100 % 100 % Kannaboost Technology, Inc. (10) Scottsdale and Tempe, Arizona Cultivation and Production Facility 0 % 100 % CSI Solutions, LLC (9) 0 % 100 % MME Florida, LLC (8) Eustis, Florida Cultivation and Production Facility 100 % 100 % (1) California Corporation (2) California Limited Liability Company (3) California Non-Profit Corporation (4) Delaware Limited Liability Company (5) Nevada Corporation (6) Nevada Limited Liability Company (7) New York Corporation (8) Florida Limited Liability Company (9) Arizona Limited Liability Company (10) Arizona Corporation (11) Illinois Limited Liability Company (12) Delaware Limited Liability Company (13) British Columbia, Canada Limited Company (14) Massachusetts Limited Liability Company (15) On August 10, 2020, all operational control and risk of loss was transferred and Evanston operates through a consulting agreement. As of June 26, 2021, the Company owns 100% of membership interests but has no further obligation to fund operations. See “Note 7 – Assets Held for Sale” for further information. |
Schedule of property plant and equipment | Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms and methods: Land Not Depreciated Buildings and Improvements 39 Years Finance Lease Assets Shorter of Lease Term or Economic Life Right of Use Assets 10 – 20 Years Furniture and Fixtures 3 – 7 Years Leasehold Improvements Shorter of Lease Term or Economic Life Equipment and Software 3 – 7 Years Construction in Progress Not Depreciated |
Schedule of intangible assets | Amortization is calculated on a straight-line basis over the estimated useful life of the asset using the following terms and methods: Dispensary Licenses 15 Years Customer Relationships 5 Years Management Agreement 30 Years Intellectual Property 10 Years Capitalized Software 3 Years |
Schedule of financial instruments | The following table summarizes the Company’s financial instruments as of June 26, 2021: Amortized Cost FVTPL TOTAL Financial Assets: Cash and Cash Equivalents $ - $ 11,873,256 $ 11,873,256 Restricted Cash $ - $ 730 $ 730 Accounts Receivable $ 1,027,218 $ - $ 1,027,218 Investments $ - $ 3,036,791 $ 3,036,791 Financial Liabilities: Accounts Payable and Accrued Liabilities $ 57,138,783 $ - $ 57,138,783 Other Liabilities $ 15,590,388 $ - $ 15,590,388 Notes Payable $ 191,115,328 $ - $ 191,115,328 Due to Related Party $ 1,476,921 $ - $ 1,476,921 Derivative Liabilities $ - $ 6,935,520 $ 6,935,520 Senior Secured Convertible Credit Facility $ 170,821,393 $ - $ 170,821,393 The following table summarizes the Company’s financial instruments as of June 27, 2020: Amortized Cost FVTPL TOTAL Financial Assets: Cash and Cash Equivalents $ - $ 9,598,736 $ 9,598,736 Restricted Cash $ - $ 1,029 $ 1,029 Accounts Receivable $ 1,245,827 $ - $ 1,245,827 Due from Related Party $ 3,109,718 $ - $ 3,109,718 Investments $ - $ 3,786,791 $ 3,786,791 Financial Liabilities: Accounts Payable and Accrued Liabilities $ 76,627,718 $ - $ 76,627,718 Other Liabilities $ 10,791,392 $ - $ 10,791,392 Acquisition Consideration Related Liabilities $ - $ 8,951,801 $ 8,951,801 Notes Payable $ 168,998,601 $ - $ 168,998,601 Due to Related Party $ 4,556,815 $ - $ 4,556,815 Derivative Liabilities $ - $ 546,076 $ 546,076 Senior Secured Convertible Credit Facility $ 166,368,463 $ - $ 166,368,463 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Prepaid Expenses | |
Schedule of prepaid expenses | As of June 26, 2021 and June 27, 2020, prepaid expenses consist of the following: 2021 2020 Prepaid Expenses $ 4,553,105 $ 3,879,010 Prepaid Insurance 2,210,484 744,623 Total Prepaid Expenses $ 6,763,589 $ 4,623,633 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | As of June 26, 2021 and June 27, 2020, inventory consists of the following: 2021 2020 Raw Materials $ 669,861 $ 1,885,845 Work-in-Process 5,174,359 5,064,201 Finished Goods 14,248,798 13,726,207 Total Inventory $ 20,093,018 $ 20,676,253 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Other current assets | As of June 26, 2021 and June 27, 2020, other current assets consist of the following: 2021 2020 Investments $ 3,036,791 $ 3,786,791 Excise Tax Receivable - 5,254,595 Note Receivable (1) 1,339,000 - Other Current Assets 3,494,183 110,227 Total Other Current Assets $ 7,869,974 $ 9,151,613 (1) See “Note 7 – Assets Held for Sale” for further information. |
Schedule of Investments | As of June 26, 2021 and June 27, 2020, investments included in other current assets consist of the following: ToroVerde Inc. The Hacienda Company, LLC Old Pal Other Investments TOTAL (1) (2) (3) 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 Settlement of Liabilities - (750,000 ) - - (750,000 ) Fair Value as of June 26, 2021 $ - $ - $ 1,970,000 $ 1,066,791 $ 3,036,791 (1) In July 2018, the Company purchased 9,000,000 common shares of ToroVerde Inc., an investment company focused on emerging international cannabis markets, for an aggregate purchase price of $5,000,000, or $0.56 per common share, amounting to 14.3% of the outstanding common shares. As the Company was not deemed to exert any significant influence, the investment was recorded at FVTPL as of June 26, 2021 and June 27, 2020. As of June 26, 2021, the Company holds 14.3% of the equity ownership and voting interests in this investment. (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, amounting to 3.2% of the outstanding units. Pursuant to SEC guidance under ASC 323, the application of equity method to investments applies to limited liability companies and are required unless the investor holds less than 3-5%. Accordingly, the Company was deemed to have significant influence resulting in equity method accounting. The Company has elected the fair value option under ASC 825 and the investment was recorded at FVTPL as of June 26, 2021 and June 27, 2020. As of June 26, 2021 and June 27, 2020, the Company holds 0% and 3.2%, respectively, of the equity ownership and voting interests in this investment. (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, amounting to approximately 10.0% of the outstanding units with 8.7% voting interests. Pursuant to SEC guidance under ASC 323, the application of equity method to investments applies to limited liability companies and are required unless the investor holds less than 3-5%. Accordingly, the Company was deemed to have significant influence resulting in equity method accounting. The Company decreased their level of ownership in which Old Pal no longer qualified under equity method accounting and elected the fair value option under ASC 825. The investment was previously recorded at FVTPL and the Company continues to measure Old Pal at the previously elected FVTPL under ASC 323 as of June 26, 2021. As of June 26, 2021, the Company holds 2.6% of the equity ownership and 1.4% of the voting interests in this investment. |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of asset held for sale | A reconciliation of the beginning and ending balances of assets held for sale for the year ended June 26, 2021 is as follows: PharmaCann Assets Available for Sale Subsidiaries Discontinued Operations Investments TOTAL (1) (2) (3) Balance as of June 29, 2019 $ - $ - $ 84,326,062 $ - $ 84,326,062 Transferred In 6,870,833 12,066,428 - 8,456,665 27,393,926 Transferred Out - - - (3,503,843 ) (3,503,843 ) Loss on the Sale 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 - - (26,034,174 ) - (26,034,174 ) Impairment of Assets (5,607,600 ) - - - (5,607,600 ) Balance as of June 27, 2020 $ 212,400 $ 12,066,428 $ 58,291,888 $ - $ 70,570,716 Transferred In - 6,614,987 - 6,614,987 Gain on the Sale of Assets Held for Sale - 12,338,123 - - 12,338,123 Proceeds from Sale - (24,750,298 ) - - (24,750,298 ) Ongoing Activity from Continued and Discontinued Operations - (6,269,240 ) (9,392,790 ) - (15,662,030 ) Other (60,611 ) - - - (60,611 ) Balance as of June 26, 2021 $ 151,789 $ - $ 48,899,098 $ - $ 49,050,887 (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 Subtopic 360-10, “Impairment and Disposal of Long-Lived Assets” (“ASC Subtopic 360-10”). (3) See “Note 28 – Discontinued Operations” for further information. |
Schedule of discontinued operations | As of June 26, 2021, there were no assets and liabilities of subsidiaries classified as held for sale on the Consolidated Balance Sheet. Subsidiaries classified as assets held for sale that do not qualify as discontinued operations as of June 27, 2020 consists of the following: 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 Sheet 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) | 12 Months Ended |
Jun. 26, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | As of June 26, 2021 and June 27, 2020, property and equipment consists of the following: 2021 2020 Land and Buildings $ 37,400,379 $ 37,400,378 Finance Lease Right-of-Use Assets 9,154,137 26,074,429 Furniture and Fixtures 12,525,180 12,483,613 Leasehold Improvements 68,437,877 57,617,592 Equipment and Software 26,832,414 26,067,344 Construction in Progress 27,144,696 37,027,509 Total Property and Equipment 181,494,683 196,670,865 Less Accumulated Depreciation (43,664,415 ) (30,684,180 ) Property and Equipment, Net $ 137,830,268 $ 165,986,685 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of business acquisitions | A summary of business acquisitions completed during the year ended June 27, 2020 is as follows: 2020 Acquisitions MattnJeremy, Inc. MME Evanston Retail, LLC TOTAL Closing Date: September 3, December 2, Total Consideration: Cash $ 1,000,000 $ - $ 1,000,000 Relief of Credit - 6,930,557 6,930,557 Present Value of Deferred Payments 1,875,000 - 1,875,000 Contingent Consideration 9,833,000 - 9,833,000 Total Consideration $ 12,708,000 $ 6,930,557 $ 19,638,557 Number of Shares Issued: Subordinate Voting Shares 5,112,263 - 5,112,263 Preliminary Accounting Estimate of Net Assets Acquired: Current Assets $ 405,000 $ 537,771 $ 942,771 Fixed Assets - 430,621 430,621 Deferred Tax Liabilities (1,844,465 ) (1,583,745 ) (3,428,210 ) Intangible Assets: Customer Relationships 830,000 300,000 1,130,000 Dispensary License 5,100,000 4,500,000 9,600,000 Total Intangible Assets 5,930,000 4,800,000 10,730,000 Total Identifiable Net Assets 4,490,535 4,184,647 8,675,182 Goodwill (1) 8,217,465 2,745,910 10,963,375 Total Preliminary Accounting Estimate of Net Assets Acquired $ 12,708,000 $ 6,930,557 $ 19,638,557 Acquisition Costs Expensed (2) $ 421,497 $ - $ 421,497 Net Income (Loss) $ (1,136,536 ) $ 870,289 $ (266,247 ) Revenues $ 2,797,177 $ 6,283,249 $ 9,080,426 Pro Forma Net Income (Loss) (3) $ 10,000 $ (132,726 ) $ (122,726 ) Pro Forma Revenues (3) $ 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) Acquisition costs include amounts paid in cash and equity. 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). (3) If the acquisition had been completed on July 1, 2019 for the 2020 Acquisitions, the Company estimates it would have recorded increases in revenues and net income (loss) shown in the pro forma amounts above. |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Intangible assets | As of June 26, 2021 and June 27, 2020, intangible assets consist of the following: 2021 2020 Dispensary Licenses $ 121,291,616 $ 127,975,281 Customer Relationships 17,747,600 17,747,600 Management Agreement 7,594,937 7,594,937 Capitalized Software 9,696,903 9,255,026 Intellectual Property 6,276,959 8,520,121 Total Intangible Assets 162,608,015 171,092,965 Dispensary Licenses (22,125,635 ) (16,114,407 ) Customer Relationships (16,463,017 ) (6,531,889 ) Management Agreement (765,136 ) (565,972 ) Capitalized Software (4,667,235 ) (2,273,432 ) Intellectual Property (3,207,464 ) (5,496,231 ) Less Accumulated Amortization (47,228,487 ) (30,981,931 ) Intangible Assets, Net $ 115,379,528 $ 140,111,034 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amounts of goodwill | As of June 26, 2021 and June 27, 2020, the carrying amounts of goodwill were allocated to each group of reporting units as follows: California Illinois Nevada Arizona TOTAL Balance as of June 29, 2019 $ 16,742,843 $ 9,810,050 $ 16,556,287 $ 16,912,951 $ 60,022,131 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 ) (16,912,951 ) (33,469,238 ) Balance as of June 27, 2020 and June 26, 2021 $ 23,090,408 $ 9,810,050 $ - $ - $ 32,900,457 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of other assets | As of June 26, 2021 and June 27, 2020, other assets consist of the following: 2021 2020 Long-Term Security Deposits for Leases $ 4,590,885 $ 8,177,871 Loans and Other Long-Term Deposits 7,655,933 7,568,738 Other Assets 5,593 147,164 Total Other Assets $ 12,252,411 $ 15,893,773 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILTIES (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | As of June 26, 2021 and June 27, 2020, accounts payable and accrued liabilities consist of the following: 2021 2020 Accounts Payable $ 35,064,380 $ 55,658,731 Accrued Liabilities 11,470,700 10,513,204 Other Accrued Liabilities 10,603,703 10,455,783 Total Accounts Payable and Accrued Liabilities $ 57,138,783 $ 76,627,718 |
OTHER CURRENT LIABILITIES AND_2
OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of other current liabilities | As of June 26, 2021 and June 27, 2020, other current liabilities consist of the following: 2021 2020 Accrued Interest Payable (1) $ 685,281 $ 9,051,650 Contingent Consideration 87,893 8,951,801 Other Current Liabilities 14,905,107 1,739,742 Total Other Current Liabilities $ 15,678,281 $ 19,743,193 (1) See “Note 18 – Notes Payable” and “Note 19 – Senior Secured Convertible Facility” for further information on paid-in-kind interest. |
Schedule of other non-current liabilities | As of June 26, 2021 and June 27, 2020, other non-current liabilities, net of current portion, consist of the following: 2021 2020 Deferred Gain on Sale of Assets (1)(2) $ 3,598,084 $ 4,164,713 Other Long Term Liabilities 50,820 50,820 Total Other Non-Current Liabilities $ 3,648,904 $ 4,215,533 (1) See “Note 17 – 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. |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of warrants issued | The following are the warrants issued related to the bought deals that were accounted for as derivative liabilities: Number of Warrants September Bought Deal Equity Financing 7,840,909 (2)(4) December Bought Deal Equity Financing 13,640,000 (3)(4) March 2021 Private Placement 50,000,000 (1) 71,480,909 (1) During the year ended June 26, 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 Consolidated Statements of Operations. (2) On September 27, 2018, the Company 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”). 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 to acquire, 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. (3) On December 5, 2018, the Company 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”). 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 one Subordinate Voting Share at an exercise price of C$6.87 until September 27, 2021. (4) 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. |
Schedule of reconciliation of the beginning and ending balance of derivative liabilities and change in fair value of derivative liabilities | A reconciliation of the beginning and ending balance of derivative liabilities and change in fair value of derivative liabilities for the years ended June 26, 2021 and June 27, 2020 is as follows: 2021 2020 Balance at Beginning of Year $ 546,076 $ 9,343,485 Initial Recognition of Derivative Liabilities 7,228,211 - Change in Fair Value of Derivative Liabilities (838,767 ) (8,797,409 ) Balance at End of Year $ 6,935,520 $ 546,076 |
Schedule of assumptions to measure fair value | 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: 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) | 12 Months Ended |
Jun. 26, 2021 | |
Leases [Abstract] | |
Schedule of lease cost | The below are the details of the lease cost and other disclosures regarding the Company’s leases as of June 26, 2021 and June 27, 2020: 2021 2020 Finance Lease Cost: Amortization of Finance Lease Right-of-Use Assets $ 1,105,689 $ 2,752,022 Interest on Lease Liabilities 6,068,291 6,262,019 Operating Lease Cost 27,700,475 26,150,479 Total Lease Expenses $ 34,874,455 $ 35,164,520 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 $ 1,201,609 $ 1,785,282 Operating Cash Flows from Operating Leases $ 21,318,700 $ 24,003,931 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 2021 2020 Weighted-Average Remaining Lease Term (Years) - Finance Leases 46 48 Weighted-Average Remaining Lease Term (Years) - Operating Leases 7 9 Weighted-Average Discount Rate - Finance Leases 17.88 % 10.68 % Weighted-Average Discount Rate - Operating Leases 12.93 % 12.15 % |
Schedule of future leases payments | Future lease payments under non-cancellable operating leases and finance leases as of June 26, 2021 are as follows: Fiscal Year Ending Operating Leases Finance Leases June 25, 2022 $ 23,810,699 $ 5,666,285 June 24, 2023 24,079,306 5,836,273 June 29, 2024 28,079,476 10,961,495 June 28, 2025 21,942,722 7,087,735 June 27, 2026 22,359,868 7,300,367 Thereafter 80,064,391 1,068,802,749 Total Lease Payments 200,336,462 1,105,654,904 Less Interest (91,124,898 ) (1,076,402,210 ) Present Value of Lease Liability $ 109,211,564 $ 29,252,694 |
Schedule of deferred gain | As of June 26, 2021 and June 27, 2020, the total deferred gain recorded for sale and leaseback transactions was as follows: 2021 2020 Balance at Beginning of Year $ 4,731,340 $ 5,297,965 Amortization (566,629 ) (566,625 ) Balance at End of Year 4,164,711 4,731,340 Less Current Portion of Deferred Gain (566,627 ) (566,627 ) Deferred Gain on Sale of Assets, Net of Current Portion $ 3,598,084 $ 4,164,713 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | As of June 26, 2021 and June 27, 2020, notes payable consist of the following: 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. 109,318,116 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. 2,500,000 - 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. 2,204,476 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. 2,195,896 2,339,560 Other 15,418 15,418 Total Notes Payable 199,633,906 179,779,889 Less Unamortized Debt Issuance Costs and Loan Origination Fees (8,518,578 ) (10,781,288 ) Net Amount $ 191,115,328 $ 168,998,601 Less Current Portion of Notes Payable (103,496,394 ) (16,188,664 ) Notes Payable, Net of Current Portion $ 87,618,934 $ 152,809,937 |
Schedule of reconciliation notes payable | The reconciliation between the effective tax rate on loss from operations and the statutory tax rate is as follows: 2021 2020 Expected Income Tax Benefit at Statutory Tax Rate $ (32,381,541) $ (113,915,623 ) Section 280E Permanent and Other Non-Deductible Items 30,846,236 89,883,278 State Rate 1,878,787 2,471,663 Tax Gain on Sale Leaseback - 8,377,927 Effect of GAAP Impairment - (37,651,440 ) Effect of Held for Sale 11,413,523 (16,580,885 ) Effect of ASC 842 3,056,613 (15,571,417 ) Benefit on Recognized California Net Operating Loss (9,268,041 ) (2,935,116 ) Interest and Penalties on Uncertain Tax Positions 4,629,178 - Valuation Allowance (6,774,807 ) 45,092,787 Reported Income Tax Expense (Benefit) $ 3,399,948 $ (40,828,826 ) Effective Tax Rate (2.05 )% 7.09 % |
Schedule of maturities of debt | Scheduled maturities of debt as of June 26, 2021 are as follows: Fiscal Year Ending Scheduled Maturity June 25, 2022 $ 111,538,010 June 24, 2023 2,500,000 June 29, 2024 - June 28, 2025 - June 27, 2026 - June 26, 2027 and Thereafter 85,595,896 Total Notes Payable $ 199,633,906 |
SENIOR SECURED CONVERTIBLE CR_2
SENIOR SECURED CONVERTIBLE CREDIT FACILITY (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of senior secured convertible credit facility | As of June 26, 2021 and June 27, 2020, senior secured convertible credit facility consists of the following: 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 $ 21,112,530 $ 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 91,185,378 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 29,580,445 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 11,454,144 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 13,496,906 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. - 21,623,561 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 3,027,003 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 5,847,933 - 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. - 9,104,665 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. - 2,021,984 - 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. - 11,372,828 - Total Drawn on Senior Secured Convertible Credit Facility 219,827,377 187,431,400 Less Unamortized Debt Discount (49,005,984 ) (21,062,937 ) Senior Secured Convertible Credit Facility, Net $ 170,821,393 $ 166,368,463 |
Schedule of reconciliation senior secured convertible credit facilty | A reconciliation of the beginning and ending balances of senior secured convertible credit facility for the years ended June 26, 2021 and June 27, 2020 is as follows: 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 29, 2019 $ 86,855,415 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 86,855,415 Cash Additions - 25,000,000 10,000,000 12,500,000 2,734,282 - - - - - 50,234,282 Fees Capitalized to Debt Related to Debt Modifications - - - - - - - 18,750,000 8,199,863 - 26,949,863 Paid-In-Kind Interest Capitalized 7,713,899 1,570,948 288,815 - - - - 673,593 - - 10,247,255 Equity Component of Debt - New and Amended 6,942,719 (1,137,637 ) (172,786 ) (11,552,806 ) (609,060 ) - - (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 12,932 43,318 - - 52,907 127,878 - 2,166,916 Balance as of June 27, 2020 $ 102,833,447 $ 25,352,687 $ 9,680,433 $ 286,691 $ 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 Debt Modifications - - - - - (468,564 ) (937,127 ) - - - (1,405,691 ) Paid-In-Kind Interest Capitalized 11,925,650 3,012,776 1,166,607 1,401,357 290,061 427,165 435,701 2,202,363 928,886 170,630 21,961,196 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 and Amended (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 9,306,004 2,089,165 854,194 1,794,998 684,720 1,231,345 1,539,902 1,690,108 1,800,653 1,256 20,992,345 Balance as of June 26, 2021 $ 97,900,493 $ 25,266,134 $ 9,716,459 $ 2,406,966 $ 1,392,158 $ 3,195,414 $ 4,081,198 $ 18,973,030 $ 5,866,301 $ 2,023,240 $ 170,821,393 |
SHAREHOLDERS EQUITY (Tables)
SHAREHOLDERS EQUITY (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
MEZZANINE EQUITY: | |
Schedule of Shares issued and outstanding | A reconciliation of the beginning and ending issued and outstanding shares is as follows: Subordinate Voting Super MM CAN USA MM Enterprises USA 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 Cancellation of Super Voting Shares - (815,295 ) - - Shares Issued for Cash 89,050,000 - - - Shares Issued to Settle Debt and Accrued Interest 4,305,148 - - - Shares Issued to Settle Accounts Payable and Liabilities 17,872,181 - - - Redemption of MedMen Corp Redeemable Shares 175,140,972 - (175,140,972 ) - Shares Issued for Vested Restricted Stock Units 11,658,293 - - - Shares Issued for Exercise of Warrants 8,807,605 - 34,229,722 - Shares Issued for Conversion of Debt 16,014,663 - - - Stock Grants for Compensation 110,294 - - - Balance as of June 26, 2021 726,866,374 - 95,212,601 725,016 |
Schedule of VIE | As of and for the year ended June 26, 2021, the balances of the VIEs consists of the following: Venice Caregivers Foundation, Inc. LAX Fund II Group, LLC Natures Cure, Inc. TOTAL Current Assets $ 1,365,867 $ 500,648 $ 13,260,675 $ 15,127,190 Non-Current Assets 12,596,223 2,864,806 4,957,685 20,418,714 Total Assets $ 13,962,090 $ 3,365,454 $ 18,218,360 $ 35,545,904 Current Liabilities $ 8,760,561 $ 10,302,246 $ 2,778,312 $ 21,841,119 Non-Current Liabilities 9,350,037 2,442,330 1,146,320 12,938,687 Total Liabilities $ 18,110,598 $ 12,744,576 $ 3,924,632 $ 34,779,806 Non-Controlling Interest $ (4,148,508 ) $ (9,379,122 ) $ 14,293,728 $ 766,098 Revenues $ 9,247,506 $ - $ 14,620,618 $ 23,868,124 Net (Loss) Income Attributable to Non-Controlling Interest $ 1,776,677 $ (3,308,795 ) $ 7,514,101 $ 5,981,983 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 (Loss) Income Attributable to Non-Controlling Interest $ (6,132,528 ) $ (3,777,079 ) $ 3,143,437 $ (6,766,170 ) |
Schedule of other non-controlling interest | he net change in the consolidated VIEs and other non-controlling interest are as follows for the year ended June 26, 2021: 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) 1,776,677 (3,308,795 ) 7,514,101 (39,434,217 ) (33,452,234 ) Deferred Tax Impact on Conversion Feature - - - (1,210,052 ) (1,210,052 ) Equity Component on Debt and Debt Modification - - - 4,055,133 4,055,133 Redemption of MedMen Corp Redeemable Shares - - - (78,008,749 ) (78,008,749 ) Balance as of June 26, 2021 $ (4,148,508 ) $ (9,379,122 ) $ 14,293,728 $ (446,159,697 ) $ (445,393,599 ) The net change in the consolidated VIEs and other non-controlling interest are as follows for the year ended June 27, 2020: 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 ) |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of share-based compensation expense | A summary of share-based compensation expense for the years ended June 26, 2021 and June 27, 2020 is as follows: 2021 2020 Stock Options $ 2,092,273 $ 1,876,225 LTIP Units - 1,492,073 Stock Grants for Services 55,163 4,141,858 Restricted Stock Grants 2,197,255 3,554,968 Total Share-Based Compensation $ 4,344,691 $ 11,065,124 |
Schedule of stock options | A reconciliation of the beginning and ending balance of stock options outstanding is as follows: Number of Stock Options Weighted-Average Exercise Price 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 $ 2.78 Granted 7,858,643 $ 0.17 Forfeited (1,723,887 ) $ (2.73 ) Balance as of June 26, 2021 14,752,960 $ 1.40 |
Schedule of stock options that remain outstanding | The following table summarizes the stock options that remain outstanding as of June 26, 2021: Security Issuable Exercise Price Weighted Average Remaining Life in Years Stock Options Outstanding Stock Options Exercisable Subordinate Voting Shares $5.71 7.30 350,560 350,560 Subordinate Voting Shares $4.03 - $4.05 6.99 1,829,768 1,442,084 Subordinate Voting Shares $3.06 - $3.84 6.52 1,206,839 1,206,599 Subordinate Voting Shares $2.02 - $2.79 5.5 2,063,936 1,106,182 Subordinate Voting Shares $1.38 - $1.99 8.22 565,358 326,850 Subordinate Voting Shares $0.11 - $0.53 4.64 8,736,499 937,265 14,752,960 5,369,540 |
Schedule of Black-Scholes option-pricing model | For the years ended June 26, 2021 and June 27, 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: 2021 2020 Weighted-Average Risk-Free Annual Interest Rate 1.05 % 1.60 % Weighted-Average Expected Annual Dividend Yield 0.0 % 0.0 % Weighted-Average Expected Stock Price Volatility 116.5 % 91.0 % Weighted-Average Expected Life in Years 7.50 7.50 Weighted-Average Estimated Forfeiture Rate 40.0 % 40.0 % |
Schedule of fair value grant | The following assumptions were used at the time of grant: 2020 Weighted-Average Stock Price C$2.65 Weighted-Average Probability 6.0 % Weighted-Average Term in Years 3.0 Weighted-Average Volatility 83.3 % |
Schedule of 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: Weighted LTIP Units LLC Average Issued and Redeemable Grant Date Outstanding Units Fair Value Balance as of June 29, 2019 20,882,355 725,016 $ 0.74 Vesting and Converted (1)(2) (1,558,477 ) - $ (3.38 ) Balance as of June 27, 2020 and June 26, 2021 19,323,878 725,016 $ 0.52 (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 of the LTIP Units will vest as follows: (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 of the FV LTIP Units will vest as follows: (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 of the LTIP Units will vest ratably, on a monthly basis, beginning on May 17, 2018 and concluding with all LTIP Units being fully vested on March 15, 2021. (2) For the year ended June 26, 2021 and June 27, 2020, nil and 1,558,477, respectively, of the LTIP Units were vested and converted to zero LLC Redeemable Units pursuant to the formula determined by the Third Amended and Restated LLC Agreement of MM Enterprises USA, LLC. |
Schedule of Restricted Stock Grants | A reconciliation of the beginning and ending balance of restricted stock units outstanding is as follows: Issued and Outstanding Vested (1) Weighted-Average Fair Value 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 Granted 31,632,112 - $ 0.17 Forfeiture of Restricted Stock (2) (6,244,589 ) - $ 0.19 Redemption of Vested Stock (11,658,293 ) (11,658,293 ) $ 0.21 Vesting of Restricted Stock - 10,680,711 $ 0.24 Balance as of June 26, 2021 20,888,394 (785,123 ) $ 0.24 (1) Restricted stock units will vest as follows: ● 3,000,000 of the restricted stock units 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 of the restricted stock units on July 11, 2018 will vest in four (4) equal quarterly installments on each three-month anniversary of the Date of Grant. ● 131,859 of the restricted stock units on August 29, 2018 will vest in four (4) equal quarterly installments on each three-month anniversary of the Date of Grant. ● 918,785 of the restricted stock units 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 units being fully vested on December 18, 2021. ● 23,082 of the restricted stock units will vest on a straight-line basis, beginning on January 3, 2019, and concluding with all restricted stock units being fully vested on August 28, 2019. ● 162,455 of the restricted stock units will vest as follows: 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 of the restricted stock units will vest as follows: 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 of the restricted stock units will vest as follows on the first anniversary of the grant date, December 10, 2020. ● 1,885,408 of the restricted stock units will vest as follows: on the second anniversary of the grant date, July 30, 2021. ● 50,181 of the restricted stock units will vest as follows: on the first anniversary of the grant date, August 26, 2020. ● 49,616 of the restricted stock units will vest as follows: on August 1, 2021. ● 28,210,512 of restricted stock units vest 37.5%, 12.5%, 37.5%, 12.5% on the 1st, 2nd, 3rd and 4th anniversary, respectively. (2) 6,244,589 and 974,103 of the restricted stock units were forfeited upon resignation of certain employees prior to their vesting for the fiscal years ended June 26, 2021 and June 27, 2020, respectively. |
Schedule of Warrants | A reconciliation of the beginning and ending balance of warrants outstanding is as follows: Number of Warrants Outstanding Subordinate Voting Shares MedMen Corp Redeemable Shares TOTAL Weighted-Average Exercise Price 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 Issued 260,852,951 147,508,516 408,361,467 $ 0.21 Exercised (8,807,607 ) (50,078,066 ) (58,885,673 ) $ 0.20 Cancelled (107,581,650 ) (40,455,723 ) (148,037,373 ) $ 0.23 Balance as of June 26, 2021 259,462,609 97,430,456 356,893,065 $ 0.33 The following table summarizes the warrants that remain outstanding as of June 26, 2021: Security Issuable Exercise Price Number of Warrants Weighted Average Remaining Life in Years Warrants Exercisable MedMen Corp Redeemable Shares $0.34 40,455,732 4.1 40,455,732 MedMen Corp Redeemable Shares $0.20 38,345,772 4.4 38,345,772 MedMen Corp Redeemable Shares $0.15 18,628,952 4.2 18,628,952 Total MedMen Corp Redeemable Shares 97,430,456 97,430,456 Subordinate Voting Shares $4.29 2,039,627 0.9 2,039,627 Subordinate Voting Shares $3.16 - $3.72 9,737,782 0.9 9,737,782 Subordinate Voting Shares $1.01 - $1.17 3,346,161 1.4 3,346,161 Subordinate Voting Shares $0.15 - $0.46 244,339,039 4.0 244,339,039 Total Subordinate Voting Shares 259,462,609 259,462,609 Total Warrants Outstanding 356,893,065 356,893,065 |
Schedule of fair value of warrants | 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: 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 year 1 year 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 January 29, 2021: Weighted-Average Risk-Free Annual Interest Rate 0.06 % Weighted-Average Expected Annual Dividend Yield 0 % Weighted-Average Expected Stock Price Volatility 175.50 % Weighted-Average Expected Life of Warrants 1 year |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted loss per share | The following is a reconciliation for the calculation of basic and diluted loss per share for the years ended June 26, 2021 and June 27, 2020: 2021 2020 Net Loss from Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. $ (111,993,197 ) $ (177,313,705 ) Less Deemed Dividend - Down Round Feature of Warrants (6,364,183 ) - Net Loss from Continuing Operations Available to Shareholders of MedMen Enterprises, Inc. (118,357,380 ) (177,313,705 ) Net Loss from Discontinued Operations (12,152,328 ) (69,950,677 ) Total Net Loss $ (130,509,708 ) $ (247,264,382 ) Weighted-Average Shares Outstanding - Basic and Diluted 530,980,011 270,418,842 Loss Per Share - Basic and Diluted: From Continuing Operations Attributable to Shareholders of MedMen Enterprises Inc. $ (0.22 ) $ (0.66 ) From Discontinued Operations Attributable to Shareholders of MedMen Enterprises Inc. $ (0.02 ) $ (0.26 ) |
OTHER OPERATING EXPENSE (Tables
OTHER OPERATING EXPENSE (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Nonoperating Income (Expense) [Abstract] | |
Schedule of other operating expenses | During the years ended June 26, 2021 and June 27, 2020, other operating income consisted of the following: 2021 2020 Loss (Gain) on Disposals of Assets $ 581,051 $ (7,331,288 ) Restructuring and Reorganization Expense 5,038,182 6,269,153 Loss on Settlement of Accounts Payable 574,877 314,242 Gain on Lease Terminations (17,748,368 ) (319,163 ) Gain on Disposal of Assets Held For Sale (12,338,123 ) (8,439,967 ) Other (Income) Expense (806,921 ) 390,909 Total Other Operating Income $ (24,699,302 ) $ (9,116,114 ) |
PROVISION FOR INCOME TAXES AN_2
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for income taxes | Provision for income taxes consists of the following for the years ended June 26, 2021 and June 27, 2020: 2021 2020 Current: Federal $ (20,173,107 ) $ (21,675,826 ) State (3,231,255 ) (2,471,663 ) Total Current (23,404,362 ) (24,147,489 ) Deferred: Federal 15,762,423 52,822,427 State 4,241,991 12,153,888 Total Deferred 20,004,414 64,976,315 Total Provision for Income Taxes $ (3,399,948 ) $ 40,828,826 |
Schedule of components of deferred tax assets and liabilities | As of June 26, 2021 and June 27, 2020, the components of deferred tax assets and liabilities were as follows: 2021 2020 Deferred Tax Assets: Sale and Leaseback $ 1,209,397 $ 1,378,229 Net Operating Loss 18,947,040 14,773,963 Notes Payable 16,156,489 16,156,489 Fair Value of Investments 797,641 1,019,919 Lease Liability 23,036,902 30,545,899 Held For Sale 5,167,362 16,580,885 Total Deferred Tax Assets 65,314,831 80,455,384 Total Valuation Allowance (43,164,332 ) (49,939,139 ) Net Deferred Tax Assets $ 22,150,499 $ 30,516,245 2021 2020 Deferred Tax Liabilities: Property, Plant & Equipment $ (18,492,895 ) $ (25,286,947 ) Intangible Assets (28,243,281 ) (37,731,096 ) Senior Secured Convertible Credit Facility (17,171,778 ) (9,420,472 ) Leases (10,546,564 ) (14,974,482 ) Total Deferred Tax Liabilities (74,454,518 ) (87,412,997 ) Net Deferred Tax Liabilities $ (52,304,019 ) $ (56,896,752 ) |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between the effective tax rate on loss from operations and the statutory tax rate is as follows: 2021 2020 Expected Income Tax Benefit at Statutory Tax Rate $ (32,381,541) $ (113,915,623 ) Section 280E Permanent and Other Non-Deductible Items 30,846,236 89,883,278 State Rate 1,878,787 2,471,663 Tax Gain on Sale Leaseback - 8,377,927 Effect of GAAP Impairment - (37,651,440 ) Effect of Held for Sale 11,413,523 (16,580,885 ) Effect of ASC 842 3,056,613 (15,571,417 ) Benefit on Recognized California Net Operating Loss (9,268,041 ) (2,935,116 ) Interest and Penalties on Uncertain Tax Positions 4,629,178 - Valuation Allowance (6,774,807 ) 45,092,787 Reported Income Tax Expense (Benefit) $ 3,399,948 $ (40,828,826 ) Effective Tax Rate (2.05 )% 7.09 % |
Schedule of unrecognized tax benefits | During the years ended June 26, 2021 and June 27, 2020, the activities related to the Company’s gross unrecognized tax benefits are as follows: 2021 2020 Balance at Beginning of Year $ 15,016,935 $ 6,575,181 Increase in Balance Related to Tax Positions Taken During the Year 447,250 8,441,754 Balance at End of Year $ 15,464,185 $ 15,016,935 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Jun. 26, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of net operating loss of discontinued operation | The Company will continue to operate the New York operations until the ultimate sale of the disposal group. The operating results of the discontinued operations are summarized as follows: 2021 2020 Revenue $ 13,536,521 $ 17,441,970 Cost of Goods Sold 7,513,731 11,456,357 Gross Profit 6,022,790 5,985,613 Expenses: General and Administrative 9,428,277 14,438,438 Sales and Marketing 24,472 55,182 Depreciation and Amortization 1,811,038 3,816,563 Impairment Expense 960,692 39,506,708 (Gain) Loss on Disposal of Assets and Other Expense (Income) (11,885,805 ) 7,469,037 Total Expenses 338,674 65,285,928 Income (Loss) from Operations 5,684,116 (59,300,315 ) Other Expense: Interest Expense 10,377,218 6,183,834 Interest Income (1,545 ) - Amortization of Debt Discount and Loan Origination Fees 5,895,011 4,362,226 Total Other Expense 16,270,684 10,546,060 Loss from Discontinued Operations Before Provision for Income Taxes (10,586,568 ) (69,846,375 ) Provision for Income Tax Expense (1,565,760 ) (104,302 ) Net Loss from Discontinued Operations $ (12,152,328 ) $ (69,950,677 ) |
Schedule of assets included in discontinued operation | The carrying amounts of assets and liabilities in the disposal group are summarized as follows: 2021 2020 Carrying Amounts of the Assets Included in Discontinued Operations: Cash and Cash Equivalents $ 901,886 $ 1,018,158 Restricted Cash 5,280 8,844 Accounts Receivable and Prepaid Expenses 233,860 106,808 Inventory 4,899,281 5,285,844 Other Current Assets - 18,444 TOTAL CURRENT ASSETS (1) 6,438,098 Property and Equipment, Net 12,682,787 12,772,572 Operating Lease Right-of-Use Assets 19,136,500 21,218,027 Intangible Assets, Net 10,582,559 15,307,700 Goodwill - 959,692 Other Assets 456,945 1,595,799 TOTAL NON-CURRENT ASSETS (1) 51,853,790 TOTAL ASSETS OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE $ 48,899,098 $ 58,291,888 Carrying Amounts of the Liabilities Included in Discontinued Operations: Accounts Payable and Accrued Liabilities $ 3,082,031 $ 4,463,431 Income Taxes Payable 1,535,627 - Other Current Liabilities 124,663 11,860 Current Portion of Operating Lease Liabilities 2,326,002 1,629,282 Current Portion of Finance Lease Liabilities 825 - TOTAL CURRENT LIABILITIES (1) 6,104,573 Operating Lease Liabilities, Net of Current Portion 349,244 20,359,826 Finance Lease Liabilities, Net of Current Portion 20,272,057 - Deferred Tax Liabilities 5,457,753 13,338,464 TOTAL NON-CURRENT LIABILITIES (1) 33,698,290 TOTAL LIABILITIES OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE $ 33,148,202 $ 39,802,863 (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 26, 2021 because it is probable that the sale will occur and proceeds will be collected within one year. |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) | Jan. 24, 2018shares |
MM Enterprises USA [Member] | |
Shares received | 217,184,382 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
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_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
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% | 100.00% |
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] | ||
Location | California | |
Purpose | Manager of MM Enterprises USA, LLC | |
Ownership | 100.00% | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - LCR SLP, LLC [Member] | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Related Party Transaction [Line Items] | ||
Location | Delaware | |
Purpose | Holding Company | |
Ownership | 100.00% | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
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_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
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 ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
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_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 6) | 12 Months Ended |
Jun. 26, 2021 | |
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_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 7) | 12 Months Ended |
Jun. 26, 2021 | |
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_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 8) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Financial Assets: | |||
Cash and Cash Equivalents | $ 11,873,256 | $ 9,598,736 | $ 32,254,404 |
Restricted Cash | 730 | 1,029 | |
Financial Liabilities: | |||
Accounts Payable and Accrued Liabilities | 57,138,783 | 76,627,718 | |
Due to Related Party | 1,476,921 | 4,556,815 | |
Derivative Liabilities | 6,935,520 | 546,076 | |
F V T P L [Member] | |||
Financial Assets: | |||
Cash and Cash Equivalents | 11,873,256 | 9,598,736 | |
Restricted Cash | 730 | 1,029 | |
Accounts Receivable | |||
Due from Related Party | |||
Investments | 3,036,791 | 3,786,791 | |
Financial Liabilities: | |||
Accounts Payable and Accrued Liabilities | |||
Other Liabilities | |||
Acquisition Consideration Related Liabilities | 8,951,801 | ||
Notes Payable | |||
Due to Related Party | |||
Derivative Liabilities | 6,935,520 | 546,076 | |
Senior Secured Convertible Credit Facility | |||
Total [Member] | |||
Financial Assets: | |||
Cash and Cash Equivalents | 11,873,256 | 9,598,736 | |
Restricted Cash | 730 | 1,029 | |
Accounts Receivable | 1,027,218 | 1,245,827 | |
Due from Related Party | 3,109,718 | ||
Investments | 3,036,791 | 3,786,791 | |
Financial Liabilities: | |||
Accounts Payable and Accrued Liabilities | 57,138,783 | 76,627,718 | |
Other Liabilities | 15,590,388 | 10,791,392 | |
Acquisition Consideration Related Liabilities | 8,951,801 | ||
Notes Payable | 191,115,328 | 168,998,601 | |
Due to Related Party | 1,476,921 | 4,556,815 | |
Derivative Liabilities | 6,935,520 | 546,076 | |
Senior Secured Convertible Credit Facility | 170,821,393 | 166,368,463 | |
Amortized Cost [Member] | |||
Financial Assets: | |||
Cash and Cash Equivalents | |||
Restricted Cash | |||
Accounts Receivable | 1,027,218 | 1,245,827 | |
Due from Related Party | 3,109,718 | ||
Investments | |||
Financial Liabilities: | |||
Accounts Payable and Accrued Liabilities | 57,138,783 | 76,627,718 | |
Other Liabilities | 15,590,388 | 10,791,392 | |
Acquisition Consideration Related Liabilities | |||
Notes Payable | 191,115,328 | 168,998,601 | |
Due to Related Party | 1,476,921 | 4,556,815 | |
Derivative Liabilities | |||
Senior Secured Convertible Credit Facility | $ 170,821,393 | $ 166,368,463 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Accounting Policies [Abstract] | ||
Restricted cash | $ 730 | $ 1,029 |
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 26, 2021 and June 27, 2020 included 52 weeks. | |
Sales discounts | $ 15,965,000 | $ 16,242,036 |
CONCENTRATIONS OF BUSINESS AN_2
CONCENTRATIONS OF BUSINESS AND CREDIT RISK (Details Narrative) | 12 Months Ended |
Jun. 26, 2021 | |
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. 26, 2021 | Jun. 27, 2020 |
Prepaid Expenses | ||
Prepaid Expenses | $ 4,553,105 | $ 3,879,010 |
Prepaid Insurance | 2,210,484 | 744,623 |
Total Prepaid Expenses | $ 6,763,589 | $ 4,623,633 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 669,861 | $ 1,885,845 |
Work-in-Process | 5,174,359 | 5,064,201 |
Finished Goods | 14,248,798 | 13,726,207 |
Total Inventory | $ 20,093,018 | $ 20,676,253 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Inventory write down | $ 1,714,000 | $ 0 |
Inventory | 20,093,018 | 20,676,253 |
Inventory [Member] | ||
General and administrative expenses | 5,191,000 | 7,140,000 |
Inventory | $ 2,083,000 | $ 1,813,410 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 | |
Other Current Assets | $ 7,869,974 | $ 9,151,613 | |
Other Current Assets [Member] | |||
Investments | 3,036,791 | 3,786,791 | |
Excise Tax Receivable | 5,254,595 | ||
Notes Receivable | [1] | 1,339,000 | |
Other Current Assets | 3,494,183 | 110,227 | |
Total Other Current Assets | $ 7,869,974 | $ 9,151,613 | |
[1] | "See Note 7 Assets Held for Sale "for further information. |
OTHER CURRENT ASSETS (Details 1
OTHER CURRENT ASSETS (Details 1) - USD ($) | 12 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | ||
Fair value beginning balance | $ 3,786,791 | $ 13,018,791 | |
Settlement of Liabilities | (750,000) | ||
Non-Cash Additions | 287,000 | ||
Unrealized Gain on Changes in Fair Value of Investments | 3,787,665 | ||
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 evening balance | 3,036,791 | 3,786,791 | |
ToroVerde Inc. [Member] | |||
Fair value beginning balance | [1] | 5,600,000 | |
Settlement of Liabilities | [1] | ||
Non-Cash Additions | [1] | ||
Unrealized Gain on Changes in Fair Value of Investments | [1] | ||
Unrealized Loss on Changes in Fair Value of Investments | [1] | (5,600,000) | |
Transfer to Assets Held for Sale | [1] | ||
Transferred Back from Assets Held for Sale | [1] | ||
Fair value evening balance | [1] | ||
The Hacienda Company LLC [Member] | |||
Fair value beginning balance | [2] | 750,000 | 2,209,000 |
Settlement of Liabilities | [2] | (750,000) | |
Non-Cash Additions | [2] | ||
Unrealized Gain on Changes in Fair Value of Investments | [2] | 1,294,843 | |
Unrealized Loss on Changes in Fair Value of Investments | [2] | (2,753,843) | |
Transfer to Assets Held for Sale | [2] | (3,503,843) | |
Transferred Back from Assets Held for Sale | [2] | 3,503,843 | |
Fair value evening balance | [2] | 750,000 | |
Old Pal [Member] | |||
Fair value beginning balance | [3] | 1,970,000 | 4,430,000 |
Settlement of Liabilities | [3] | ||
Non-Cash Additions | [3] | ||
Unrealized Gain on Changes in Fair Value of Investments | [3] | 2,492,822 | |
Unrealized Loss on Changes in Fair Value of Investments | [3] | ||
Transfer to Assets Held for Sale | [3] | (4,952,822) | |
Transferred Back from Assets Held for Sale | [3] | ||
Fair value evening balance | [3] | 1,970,000 | 1,970,000 |
Other Investments [Member] | |||
Fair value beginning balance | 1,066,791 | 779,791 | |
Settlement of Liabilities | |||
Non-Cash Additions | 287,000 | ||
Unrealized Gain on Changes in Fair Value of Investments | |||
Unrealized Loss on Changes in Fair Value of Investments | |||
Transfer to Assets Held for Sale | |||
Transferred Back from Assets Held for Sale | |||
Fair value evening balance | $ 1,066,791 | $ 1,066,791 | |
[1] | In July 2018, the Company purchased 9,000,000 common shares of ToroVerde Inc., an investment company focused on emerging international cannabis markets, for an aggregate purchase price of $5,000,000, or $0.56 per common share, amounting to 14.3% of the outstanding common shares. As the Company was not deemed to exert any significant influence, the investment was recorded at FVTPL as of June 26, 2021 and June 27, 2020. As of June 26, 2021, the Company holds 14.3% of the equity ownership and voting interests in this investment | ||
[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, amounting to 3.2% of the outstanding units. Pursuant to SEC guidance under ASC 323, the application of equity method to investments applies to limited liability companies and are required unless the investor holds less than 3-5%. Accordingly, the Company was deemed to have significant influence resulting in equity method accounting. The Company has elected the fair value option under ASC 825 and the investment was recorded at FVTPL as of June 26, 2021 and June 27, 2020. As of June 26, 2021 and June 27, 2020, the Company holds 0% and 3.2%, respectively, of the equity ownership and voting interests in this investment | ||
[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 $2,000,000, amounting to approximately 10.0% of the outstanding units with 8.7% voting interests. Pursuant to SEC guidance under ASC 323, the application of equity method to investments applies to limited liability companies and are required unless the investor holds less than 3-5%. Accordingly, the Company was deemed to have significant influence resulting in equity method accounting. The Company decreased their level of ownership in which Old Pal no longer qualified under equity method accounting and elected the fair value option under ASC 825. The investment was previously recorded at FVTPL and the Company continues to measure Old Pal at the previously elected FVTPL under ASC 323 as of June 26, 2021. As of June 26, 2021, the Company holds 2.6% of the equity ownership and 1.4% of the voting interests in this investment. |
OTHER CURRENT ASSETS (Details N
OTHER CURRENT ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 27, 2020 | Jun. 26, 2021 | |
Net loss on changes in fair value of investments | $ 4,566,178 | |
Old Pal [Member] | ||
Fair Value of investment | 1,970,000 | $ 1,970,000 |
ToroVerde Inc. [Member] | ||
Fair Value of investment | 0 | 0 |
The Hacienda Company LLC [Member] | ||
Fair Value of investment | $ 750,000 | 0 |
Settlement of outstanding balances | $ 750,000 |
ASSETS HELD FOR SALE (Details)
ASSETS HELD FOR SALE (Details) - USD ($) | 12 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | ||
Balance at Beginning of Period | $ 24,342,165 | ||
Impairment of Assets | (1,573,563) | ||
Balance at End of Period | 49,050,887 | $ 24,342,165 | |
Available For Sale Subsidiaries [Member] | |||
Balance at Beginning of Period | [1] | 12,066,428 | |
Transferred In | [1] | 6,614,987 | 12,066,428 |
Transferred Out | [1] | ||
Gain (Loss) on the Sale of Assets Held for Sale | [1] | 12,338,123 | |
Proceeds from Sale | [1] | (24,750,298) | |
Ongoing Activity from Discontinued Operations | [1] | (6,269,240) | |
Impairment of Assets | [1] | ||
Other | [1] | ||
Balance at End of Period | [1] | 12,066,428 | |
Discontinued Operations [Member] | |||
Balance at Beginning of Period | [2] | 58,291,888 | 84,326,062 |
Transferred In | [2] | ||
Transferred Out | [2] | ||
Gain (Loss) on the Sale of Assets Held for Sale | [2] | ||
Proceeds from Sale | [2] | ||
Ongoing Activity from Discontinued Operations | [2] | (9,392,790) | (26,034,174) |
Impairment of Assets | [2] | ||
Other | [2] | ||
Balance at End of Period | [2] | 48,899,098 | 58,291,888 |
Investments [Member] | |||
Balance at Beginning of Period | |||
Transferred In | 8,456,665 | ||
Transferred Out | (3,503,843) | ||
Gain (Loss) on the Sale of Assets Held for Sale | |||
Proceeds from Sale | (4,952,822) | ||
Ongoing Activity from Discontinued Operations | |||
Impairment of Assets | |||
Other | |||
Balance at End of Period | |||
Total [Member] | |||
Balance at Beginning of Period | 70,570,716 | 84,326,062 | |
Transferred In | 6,614,987 | 27,393,926 | |
Transferred Out | (3,503,843) | ||
Gain (Loss) on the Sale of Assets Held for Sale | 12,338,123 | (1,050,833) | |
Proceeds from Sale | (24,750,298) | (4,952,822) | |
Ongoing Activity from Discontinued Operations | (15,662,030) | (26,034,174) | |
Impairment of Assets | (5,607,600) | ||
Other | (60,611) | ||
Balance at End of Period | 49,050,887 | 70,570,716 | |
Pharma Cann Assets [Member] | |||
Balance at Beginning of Period | [3] | 212,400 | |
Transferred In | [3] | 6,870,833 | |
Transferred Out | [3] | ||
Gain (Loss) on the Sale of Assets Held for Sale | [3] | (1,050,833) | |
Proceeds from Sale | [3] | ||
Ongoing Activity from Discontinued Operations | [3] | ||
Impairment of Assets | [3] | (5,607,600) | |
Other | [3] | (60,611) | |
Balance at End of Period | [3] | $ 151,789 | $ 212,400 |
[1] | 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 Subtopic 360-10, "Impairment and Disposal of Long-Lived Assets" ("ASC Subtopic 360-10"). | ||
[2] | See "Note 28 - Discontinued Operations" for further information. | ||
[3] | See "Note 10 - Termination of Previously Announced Acquisition" for further information |
ASSETS HELD FOR SALE (Details 1
ASSETS HELD FOR SALE (Details 1) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 | Jun. 29, 2019 |
Carrying Amounts of the Assets Included in Assets Held for Sale: | |||
Cash and Cash Equivalents | $ 11,873,256 | $ 9,598,736 | $ 32,254,404 |
Inventory | 20,093,018 | 20,676,253 | |
Other Current Assets | 7,869,974 | 9,151,613 | |
TOTAL CURRENT ASSETS (1) | 96,678,670 | 72,748,975 | |
Property and Equipment, Net | 137,830,268 | 165,986,685 | |
Operating Lease Right-of-Use Assets | 77,422,356 | 100,394,078 | |
Goodwill | 32,900,457 | 32,900,457 | |
TOTAL ASSETS OF SUBSIDIARIES CLASSIFIED AS HELD FOR SALE | 472,463,690 | 574,263,553 | |
Carrying Amounts of the Liabilities Included in Assets Held for Sale: | |||
Accounts Payable and Accrued Liabilities | 57,138,783 | 76,627,718 | |
Other Current Liabilities | 15,678,281 | 19,743,193 | |
TOTAL CURRENT LIABILITIES (1) | 288,607,580 | 182,831,892 | |
Operating Lease Liabilities, Net of Current Portion | 9,235,822 | 8,514,086 | |
TOTAL LIABILITIES OF SUBSIDIARIES CLASSIFIED AS HELD FOR SALE | $ 726,097,309 | 751,152,033 | |
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 | ||
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 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 LIABILITIES OF SUBSIDIARIES CLASSIFIED AS HELD FOR SALE | $ 3,598,735 |
ASSETS HELD FOR SALE (Details N
ASSETS HELD FOR SALE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 17, 2020 | Jun. 26, 2021 | Jun. 26, 2021 | Jun. 27, 2020 | Dec. 26, 2020 | |
Equity consideration | $ 28,885,912 | $ 50,193,938 | |||
Impairment charge | $ 789,709 | ||||
MME Evanston Retail, LLC [Member] | |||||
Membership interests | 100.00% | ||||
Staunton [Member] | |||||
Membership interests | 100.00% | ||||
Separate Agreements [Member] | |||||
Membership interests | 100.00% | 100.00% | |||
Gain on sale of membership interests | $ 332,747 | ||||
Aggregate sale price | $ 1,500,000 | ||||
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 | ||||
Purchase agreement [Member] | Third party [Member] | |||||
Purchase consideration for ownership interest | $ 3,750,000 | 3,750,000 | |||
Purchase consideration, cash consideration | 3,500,000 | ||||
Equity consideration | 250,000 | ||||
Gain on sale of membership interests | 255,391 | ||||
July 1, 2020 [Member] | |||||
Gain on sale of membership interests | 12,415,479 | ||||
Consideration | 20,000,000 | ||||
Cash received | 10,000,000 | ||||
Additional Cash | $ 8,000,000 | ||||
Secured promissory note | $ 2,000,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Land and Buildings | $ 37,400,379 | $ 37,400,378 |
Finance Lease Right-of-Use Assets | 9,154,137 | 26,074,429 |
Furnitures and Fixtures | 12,525,180 | 12,483,613 |
Leasehold improvements | 68,437,877 | 57,617,592 |
Equipment and Software | 26,832,414 | 26,067,344 |
Construction in Progress | 27,144,696 | 37,027,509 |
Total Property and Equipment | 181,494,683 | 196,670,865 |
Less Accumulated Depreciation | (43,664,415) | (30,684,180) |
Property and Equipment, Net | $ 137,830,268 | $ 165,986,685 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Depreciation Expense | $ 16,779,579 | $ 21,925,465 |
Cost of Good Sold | 2,681,902 | 2,415,360 |
Right of use assets | 1,105,689 | 2,752,022 |
Borrowing costs | $ 1,749,467 | |
Average capitalization rate | 10.20% | |
Labor related costs | 566,766 | $ 448,086 |
Construction in progress | $ 154,015 | 207,664 |
Impairment expense | $ 143,005,028 |
BUSINESS ACQUISITIONS (Details)
BUSINESS ACQUISITIONS (Details) - USD ($) | 12 Months Ended | |||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 27, 2020 | Dec. 02, 2019 | |
Business Acquisition [Line Items] | ||||
Net Income (Loss) | $ 1,000,000 | |||
MME Evanston Retail, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Total Consideration | $ 6,930,557 | |||
September 3, 2019 [Member] | MattnJeremy, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 1,000,000 | $ 1,000,000 | ||
Relief of Credit | ||||
Present Value of Deferred Payments | 1,875,000 | 1,875,000 | ||
Contingent Consideration | 9,833,000 | 9,833,000 | ||
Total Consideration | 12,708,000 | $ 12,708,000 | ||
Subordinate Voting Shares | 5,112,263 | |||
Current assets | 405,000 | $ 405,000 | ||
Fixed Assets | ||||
Deferred Tax Liabilities | (1,844,465) | (1,844,465) | ||
Customer Relationships | 830,000 | 830,000 | ||
Dispensary License | 5,100,000 | 5,100,000 | ||
Total Intangible Assets | 5,930,000 | 5,930,000 | ||
Total Identifiable Net Assets | 4,490,535 | 4,490,535 | ||
Goodwill | 8,217,465 | 8,217,465 | ||
Total Preliminary Accounting Estimate of Net Assets Acquired | 12,708,000 | 12,708,000 | ||
Acquisition Costs Expensed | 421,497 | |||
Net Income (Loss) | (1,136,536) | |||
Revenues | 2,797,177 | |||
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 | ||||
Relief of Credit | 6,930,557 | 6,930,557 | ||
Present Value of Deferred Payments | ||||
Contingent Consideration | ||||
Total Consideration | 6,930,557 | $ 6,930,557 | ||
Subordinate Voting Shares | ||||
Current assets | 537,771 | $ 537,771 | ||
Fixed Assets | 430,621 | 430,621 | ||
Deferred Tax Liabilities | (1,583,745) | (1,583,745) | ||
Customer Relationships | 300,000 | 300,000 | ||
Dispensary License | 4,500,000 | 4,500,000 | ||
Total Intangible Assets | 4,800,000 | 4,800,000 | ||
Total Identifiable Net Assets | 4,184,647 | 4,184,647 | ||
Goodwill | 2,745,910 | 2,745,910 | ||
Total Preliminary Accounting Estimate of Net Assets Acquired | 6,930,557 | 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 | |||
TOTAL [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 1,000,000 | 1,000,000 | ||
Relief of Credit | 6,930,557 | 6,930,557 | ||
Present Value of Deferred Payments | 1,875,000 | 1,875,000 | ||
Contingent Consideration | 9,833,000 | 9,833,000 | ||
Total Consideration | 19,638,557 | $ 19,638,557 | ||
Subordinate Voting Shares | 5,112,263 | |||
Current assets | 942,771 | $ 942,771 | ||
Fixed Assets | 430,621 | 430,621 | ||
Deferred Tax Liabilities | (3,428,210) | (3,428,210) | ||
Customer Relationships | 1,130,000 | 1,130,000 | ||
Dispensary License | 9,600,000 | 9,600,000 | ||
Total Intangible Assets | 10,730,000 | 10,730,000 | ||
Total Identifiable Net Assets | 8,675,182 | 8,675,182 | ||
Goodwill | 10,963,375 | 10,963,375 | ||
Total Preliminary Accounting Estimate of Net Assets Acquired | $ 19,638,557 | 19,638,557 | ||
Acquisition Costs Expensed | 421,497 | |||
Net Income (Loss) | (266,247) | |||
Revenues | 9,080,426 | |||
Pro Forma Net Income (Loss) | (122,726) | |||
Pro Forma Revenues | $ 4,538,035 |
BUSINESS ACQUISITIONS (Details
BUSINESS ACQUISITIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 03, 2019 | Jun. 26, 2021 | Jun. 27, 2020 | Dec. 02, 2019 | |
Business Acquisition [Line Items] | ||||
Loss on extinguishment of debt | $ 16,142,113 | $ 43,800,931 | ||
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% |
TERMINATION OF PREVIOUSLY ANN_2
TERMINATION OF PREVIOUSLY ANNOUNCED ACQUISITION (Details Narrative) - USD ($) | Oct. 11, 2018 | Jun. 26, 2021 | Jun. 27, 2020 | Oct. 07, 2019 | Oct. 09, 2018 |
Business Acquisition [Line Items] | |||||
Excluded value of land | $ 151,800 | $ 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 | $ 60,111 | 5,607,600 | |||
Gain on sale of Hillcrest assets | $ 9,490,800 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 |
Total Intangible Assets | $ 162,608,015 | $ 171,092,965 |
Less Accumulated Amortization | (47,228,487) | (30,981,931) |
Intangible Assets, Net | 115,379,528 | 140,111,034 |
Management Agreement [Member] | ||
Total Intangible Assets | 7,594,937 | 7,594,937 |
Less Accumulated Amortization | (765,136) | (565,972) |
Capitalized Software [Member] | ||
Total Intangible Assets | 9,696,903 | 9,255,026 |
Less Accumulated Amortization | (4,667,235) | (2,273,432) |
Customer Relationship [Member] | ||
Total Intangible Assets | 17,747,600 | 17,747,600 |
Less Accumulated Amortization | (16,463,017) | (6,531,889) |
Intellectual Property [Member] | ||
Total Intangible Assets | 6,276,959 | 8,520,121 |
Less Accumulated Amortization | (3,207,464) | (5,496,231) |
Dispensary License [Member] | ||
Total Intangible Assets | 121,291,616 | 127,975,281 |
Less Accumulated Amortization | $ (22,125,635) | $ (16,114,407) |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Amortization expense | $ 17,028,753 | $ 18,159,972 |
Impairment on intellectual property asset | 1,573,563 | |
Share based compensation | 62,951 | $ 346,180 |
Impairment expense | $ 38,959,000 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Goodwill beginning balance | $ 60,022,131 | $ 60,022,131 |
Acquired Goodwil | 10,963,375 | 10,963,375 |
Transferred to Assets Held for Sale | (4,615,810) | (4,615,810) |
Impairment Losses | (33,469,238) | (33,469,238) |
Goodwill ending balance | 32,900,457 | 32,900,457 |
California [Member] | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Goodwill beginning balance | 16,742,843 | 16,742,843 |
Acquired Goodwil | 8,217,465 | 8,217,465 |
Transferred to Assets Held for Sale | (1,869,900) | (1,869,900) |
Impairment Losses | ||
Goodwill ending balance | 23,090,408 | 23,090,408 |
Illinois [Member] | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Goodwill beginning balance | 9,810,050 | 9,810,050 |
Acquired Goodwil | 2,745,910 | 2,745,910 |
Transferred to Assets Held for Sale | (2,745,910) | (2,745,910) |
Impairment Losses | ||
Goodwill ending balance | 9,810,050 | 9,810,050 |
Nevada [Member] | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Goodwill beginning balance | 16,556,287 | 16,556,287 |
Acquired Goodwil | ||
Transferred to Assets Held for Sale | ||
Impairment Losses | (16,556,287) | (16,556,287) |
Goodwill ending balance | ||
Arizona [Member] | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Goodwill beginning balance | 16,912,951 | 16,912,951 |
Acquired Goodwil | ||
Transferred to Assets Held for Sale | ||
Impairment Losses | (16,912,951) | (16,912,951) |
Goodwill ending balance |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 |
Goodwill impairment loss | $ 960,692 | $ 58,047,946 |
Continuing Operations [Member] | ||
Goodwill impairment loss | 0 | 33,469,238 |
Discontinued Operations [Member] | ||
Goodwill impairment loss | $ 960,692 | $ 24,578,708 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 |
Other Current Assets | $ 7,869,974 | $ 9,151,613 |
Total Other Assets | 12,252,411 | 15,893,773 |
Other Assets [Member] | ||
Long-Term Security Diposits for Leases | 4,590,885 | 8,177,871 |
Loans and Other Long-Term Diposits | 7,655,933 | 7,568,738 |
Other Current Assets | 5,593 | 147,164 |
Total Other Assets | $ 12,252,411 | $ 15,893,773 |
OTHER ASSETS (Details Narrative
OTHER ASSETS (Details Narrative) | 12 Months Ended |
Jun. 26, 2021USD ($) | |
Impairment expense of other assets | $ 1,573,563 |
Other Assets [Member] | |
Impairment expense of other assets | $ 5,944,143 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 |
Total Accounts Payable and Accrued Liabilities | $ 15,678,281 | $ 19,743,193 |
Accounts Payable and Accrued Liabilities [Member] | ||
Accounts Payable | 35,064,380 | 55,658,731 |
Accrued Liabilities | 11,470,700 | 10,513,204 |
Other Accrued Liabilities | 10,603,703 | 10,455,783 |
Total Accounts Payable and Accrued Liabilities | $ 57,138,783 | $ 76,627,718 |
OTHER CURRENT LIABILITIES AND_3
OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES (Details) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 | |
Accrued Interest Payable | $ 405,000 | ||
Other Current Liabilities | 15,678,281 | $ 19,743,193 | |
Total Other Current Liabilities | 3,648,904 | 4,215,533 | |
Other Current Liabilities and Other Non-Current Liabilities [Member] | |||
Accrued Interest Payable | [1] | 685,281 | 9,051,650 |
Contingent Consideration | 87,893 | 8,951,801 | |
Other Current Liabilities | 14,905,107 | 1,739,742 | |
Total Other Current Liabilities | $ 15,678,281 | $ 19,743,193 | |
[1] | See "Note 18 - Notes Payable" and "Note 19 - Senior Secured Convertible Facility" for further information on paid-in-kind interest. |
OTHER CURRENT LIABILITIES AND_4
OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES (Details 1) - Other Current Liabilities and Other Non-Current Liabilities [Member] - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 | |
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] | $ 3,598,084 | $ 4,164,713 |
Other Long Term Liabilities | 50,820 | 50,820 | |
Total Other Non-Current Liabilities | $ 3,648,904 | $ 4,215,533 | |
[1] | See "Note 7 - Assets Held for Sale" for further information. | ||
[2] | The current portion of Deferred Gain on Sale of Assets of $566,627 is recorded in Accounts Payable and Accrued Liabilities. |
OTHER CURRENT LIABILITIES AND_5
OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES (Details Narrative) | Jun. 26, 2021USD ($) |
Other Current Liabilities and 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 | $ 9,254,635 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | Jun. 26, 2021shares | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
September Bought Deal Equity Financing | 7,840,909 | [1],[2] |
December Bought Deal Equity Financing | 13,640,000 | [1],[3] |
March 2021 Private Placement | 50,000,000 | [4] |
Total | 71,480,909 | |
[1] | 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. | |
[2] | On September 27, 2018, the Company 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"). 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 to acquire, 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. | |
[3] | On December 5, 2018, the Company 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"). 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 one Subordinate Voting Share at an exercise price of C$6.87 until September 27, 2021. | |
[4] | During the year ended June 26, 2021, the Company issued 50,000,000 warrants for Subordinate Voting Shares with an exercise price of C$0.50 per warrant and an expiration date of March 27, 2024. The exercise price of the warrants was denominated in a price other than the Company's functional currency. In accordance with ASC 815, a share warrant denominated in a price other than the functional currency of the Company fails to meet the definition of equity. Accordingly, such a contract or instrument would be accounted for as derivative liabilities and measured at fair value with changes in fair value recognized in the Consolidated Statements of Operations. |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - Derivative Liabilities One [Member] - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Balance at Beginning of Period | $ 546,076 | $ 9,343,485 |
Initial Recognition of Derivative Liabilities | 7,228,211 | |
Change in Fair Value of Derivative Liabilities | (838,767) | (8,797,409) |
Balance at End of Period | $ 6,935,520 | $ 546,076 |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details 2) - $ / shares | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Expected Stock Price Volatility | 90.01% | 83.30% |
Risk-Free Annual Interest Rate | 0.06% | |
Expected Life | 1 year | |
Share Price | $ 0.33 | |
Exercise Price | $ 0.40 |
LEASES (Details)
LEASES (Details) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Finance Lease Cost | ||
Amortization of Finance Lease Right-of-Use Assets | $ 1,105,689 | $ 2,752,022 |
Interest on Lease Liabilities | 6,068,291 | 6,262,019 |
Operating Lease Cost | 27,700,475 | 26,150,479 |
Total Lease Expenses | 34,874,455 | 35,164,520 |
Gain on Sale and Leaseback Transactions, Net | (704,207) | |
Cash Paid for Amount Includedin the Measurementof Lease Liabilities: | ||
Financing Cash Flow from Financing Leases | 1,201,609 | 1,785,282 |
Operating Cash Flow from Operating Leases | 21,318,700 | 24,003,931 |
Non Cash Additional 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 | |
Weighted-Average Remaining Lease Term (Years) - Finance Leases | 46 years | 48 years |
Weighted-Average Remaining Lease Term (Years) - Operating Leases | 7 years | 9 years |
Weighted-Average Discount Rate - Finance Leases | 17.88% | 10.68% |
Weighted-Average Discount Rate - Operating Leases | 12.93% | 12.15% |
LEASES (Details 1)
LEASES (Details 1) | Jun. 26, 2021USD ($) |
Operating Leases | |
June 25, 2022 | $ 23,810,699 |
June 24, 2023 | 24,079,306 |
June 29, 2024 | 28,079,476 |
June 28, 2025 | 21,942,722 |
June 27, 2026 | 22,359,868 |
Thereafter | 80,064,391 |
Total lease payment | 200,336,462 |
Less: Interest | (91,124,898) |
Present Value of Lease Liabilities | 109,211,564 |
Finance Leases | |
June 25, 2022 | 5,666,285 |
June 24, 2023 | 5,836,273 |
June 29, 2024 | 10,961,495 |
June 28, 2025 | 7,087,735 |
June 27, 2026 | 7,300,367 |
Thereafter | 1,068,802,749 |
Total lease payment | 1,105,654,904 |
Less: Interest | (1,076,402,210) |
Present Value of Lease Liabilities | $ 29,252,694 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 |
Leases [Abstract] | ||
Balance at Beginning of Year | $ 4,731,340 | $ 5,297,965 |
Amortization | (566,629) | (566,625) |
Balance at End of Year | 4,164,711 | 4,731,340 |
Less Current Portion of Deferred Gain | (566,627) | (566,627) |
Deferred Gain on Sale of Assets, Net of Current Portion | $ 3,598,084 | $ 4,164,713 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jun. 26, 2021 | Jun. 27, 2020 | Oct. 30, 2020 | Sep. 16, 2020 | Jul. 02, 2020 | |
Accrued interest | 8.60% | ||||
Warrants issued | 77,052,790 | 30,000,000 | |||
Impairement of right-of-use assets | $ 19,785,621 | ||||
REIT [Member] | |||||
Gain on lease modification | $ 17,748,458 | ||||
Warrants issued | 3,500,000 | ||||
Exercisable price | $ 0.34 | ||||
Proceeds from related party | $ 20,400,000 | ||||
Modification of leases | $ 16,274,615 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 |
Finance liabilities | $ 205,595 | $ 1,644,044 |
Total notes Payables | 87,618,934 | 152,809,937 |
Convertible Notes Payable [Member] | ||
Finance liabilities | 83,400,000 | 83,576,661 |
Non-revolving, senior secured term notes | 109,318,116 | 77,675,000 |
Convertible debentures | 2,500,000 | |
Promissory notes | 2,204,476 | 16,173,250 |
Promissory notes | 2,195,896 | 2,339,560 |
Other | 15,418 | 15,418 |
Total notes Payables | 199,633,906 | 179,779,889 |
Less. Unamortization Debt Issuance Cost an Loan Origination Fess | (8,518,578) | (10,781,288) |
Net Amount | 191,115,328 | 168,998,601 |
Less Current Portion of Notes Payable | (103,496,394) | (16,188,664) |
Notes Payables, net of Current Portion | $ 87,618,934 | $ 152,809,937 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Shares Issued to Settle Debt | $ (5,255,172) | |
Notes Payable [Member] | ||
Balance at beginning of period Notes payables | 168,998,601 | $ 172,747,559 |
Cash additions | 15,830,279 | 13,850,000 |
Non-cash Addition-Debt modification | 1,877,439 | 1,000,000 |
Debt discount Recognized on modifacation | (2,002,544) | (1,000,000) |
Extinguishment of Debt | (12,173,250) | |
Paid in kind interest Capitalized | 19,046,232 | |
Payment of Amendment Fee | (500,000) | |
Cash payments | (742,860) | (14,779,091) |
Equity Component of Debt- New and Amended | (5,583,407) | (5,331,969) |
Conversion of Convertible Debentures | (2,371,782) | |
Shares Issued to Settle Debt | (1,351,774) | (4,393,342) |
Cash paid for debt issuance costs | (99,931) | (61,500) |
Accreation of debt discount | 3,793,314 | 2,532,825 |
Accretion of Debt Discount included in Discontinued Operations | 5,895,011 | 4,362,226 |
Non-Cash Loss on Extinguishment of Debt | 571,893 | |
Balance at ending of period Notes payables | 191,115,328 | 168,998,601 |
Less Current portion of notes payables | (103,496,394) | (16,188,664) |
Notes payable, Net of Current portion | $ 87,618,934 | $ 152,809,937 |
NOTES PAYABLE (Details 2)
NOTES PAYABLE (Details 2) | Jun. 26, 2021USD ($) |
Disclosure Notes Payable Abstract | |
June 25, 2022 | $ 111,538,010 |
June 24, 2023 | 2,500,000 |
June 29, 2024 | |
June 28, 2025 | |
June 27, 2026 | |
June 26, 2027 and Thereafter | 85,595,896 |
Total Notes Payable | $ 199,633,906 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 14, 2021 | Feb. 10, 2021 | Jan. 13, 2020 | Feb. 25, 2021 | Dec. 17, 2020 | Nov. 20, 2020 | Oct. 30, 2020 | Sep. 16, 2020 | Jul. 02, 2020 | Mar. 27, 2020 | Jan. 30, 2020 | Mar. 22, 2019 | Oct. 03, 2018 | Jun. 26, 2021 | Jun. 27, 2020 | Jun. 28, 2021 | Jul. 12, 2019 |
Warrants issued | 77,052,790 | 30,000,000 | |||||||||||||||
Principal term Loan | $ 7,705,279 | $ 3,000,000 | |||||||||||||||
Increase in additional paid in capital | $ 405,480 | $ 908,992,686 | $ 791,172,613 | ||||||||||||||
Warrants adjusted price | $ 0.17 | ||||||||||||||||
Warrants exercise price | $ 0.20 | $ 0.20 | $ 0.60 | ||||||||||||||
Warrants exercisable, issued | 20,227,863 | ||||||||||||||||
Warrants exercisable, per share | $ 0.34 | ||||||||||||||||
Existing warrants, cancelled | 20,227,863 | ||||||||||||||||
Maturity Date | Sep. 14, 2025 | Sep. 16, 2025 | Dec. 31, 2022 | ||||||||||||||
Fair value of warrant issued | $ 799,949 | ||||||||||||||||
Additional debt discount | $ 5,331,969 | $ 542,986 | 906,436 | ||||||||||||||
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 | ||||||||||||||||
Loss on extinguishment | 16,142,113 | 43,800,931 | |||||||||||||||
Gain on disposal of assets | $ 581,051 | (7,331,288) | |||||||||||||||
Issuance of subordinate voting shares, shares | 6,801,790 | ||||||||||||||||
Issuance of subordinate voting shares, amount | $ 5,255,172 | ||||||||||||||||
Accured interest | 405,000 | ||||||||||||||||
Tranche 2 [Member] | |||||||||||||||||
Warrants exercise price | $ 0.17 | ||||||||||||||||
Warrants exercisable, issued | 3,777,475 | ||||||||||||||||
Purchase price per share | $ 1.01 | ||||||||||||||||
Tranche 5 [Member] | |||||||||||||||||
Warrants issued | 5,700,000 | ||||||||||||||||
Increase in funds under facility | $ 12,000,000 | ||||||||||||||||
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 | ||||||||||||||||
Rate of Interest | 18.00% | ||||||||||||||||
Tranche 4 [Member] | |||||||||||||||||
Principal amount | $ 168,100,000 | ||||||||||||||||
Warrants exercise price | $ 0.18 | $ 0.16 | |||||||||||||||
Warrants exercisable, issued | 3,597,100 | ||||||||||||||||
Warrants outstanding | 16,800,000 | ||||||||||||||||
Tranche 3 [Member] | |||||||||||||||||
Warrants exercise price | $ 0.17 | ||||||||||||||||
Warrants exercisable, issued | 3,592,425 | ||||||||||||||||
Purchase price per share | $ 3.16 | ||||||||||||||||
MM CAN USA [Member] | |||||||||||||||||
Description of cancellation of warrant | 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. | ||||||||||||||||
MM CAN USA [Member] | October 1, 2018 [Member] | |||||||||||||||||
Issuance of subordinate voting shares, shares | 8,105,642 | ||||||||||||||||
Additional warrants issued | 511,628 | ||||||||||||||||
Purchase price per share | $ 4.97 | ||||||||||||||||
Purchase price per share of additional warrant | $ 4.73 | ||||||||||||||||
Hankey Capital [Member] | |||||||||||||||||
Principal amount | $ 77,675,000 | ||||||||||||||||
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 | ||||||||||||||||
Description of cancellation of warrant | 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. | ||||||||||||||||
Rate of Interest | 15.50% | ||||||||||||||||
Interest rate | 7.50% | ||||||||||||||||
Prepayment penalty, percentage | 1.00% | ||||||||||||||||
Hankey Capital [Member] | October 1, 2018 [Member] | |||||||||||||||||
Senior secured term loan facility | $ 73,275,000 | ||||||||||||||||
GGP [Member] | |||||||||||||||||
Loss on extinguishment | $ (10,129,655) | ||||||||||||||||
New York Disposal Group [Member] | |||||||||||||||||
Principal amount | $ 83,123,291 | ||||||||||||||||
Amendment fee | 225,035 | ||||||||||||||||
Modification fee | $ 1,000,000 | ||||||||||||||||
Kannaboost Technology Inc. [Member] | |||||||||||||||||
Loss on extinguishment | $ 571,897 | ||||||||||||||||
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 | ||||||||||||||||
Stable Road Capital [Member] | MM CAN USA [Member] | |||||||||||||||||
Issuance of subordinate voting shares, shares | 8,105,642 | ||||||||||||||||
Additional warrants issued | 511,628 | ||||||||||||||||
Purchase price per share | $ 4.97 | ||||||||||||||||
Purchase price per share of additional warrant | $ 4.73 | ||||||||||||||||
Acquisition Promissory Note [Member] | |||||||||||||||||
Principal amount | $ 12,173,250 | ||||||||||||||||
Accured interest | 1,202,180 | ||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||
Warrants exercise price | $ 0.21 | ||||||||||||||||
Warrants exercisable, issued | 3,293,413 | ||||||||||||||||
Proceeds convertible debenture | $ 10,000,000 | ||||||||||||||||
Interest rate | 7.50% | ||||||||||||||||
Additional tranches amount | $ 1,000,000 | ||||||||||||||||
Maximum tranche amount | $ 10,000,000 | ||||||||||||||||
Interest paid | 7.50% | ||||||||||||||||
Conversion of debt Amount | $ 1,000,000 | ||||||||||||||||
Conversion price | $ 0.17 | ||||||||||||||||
Voting share, greater than | $ 0.25 | ||||||||||||||||
Amendment to Promissory Note [Member] | |||||||||||||||||
Principal amount | $ 3,500,000 | ||||||||||||||||
Interest rate | 9.00% | ||||||||||||||||
Loss on extinguishment | $ 400,000 | ||||||||||||||||
Accured interest | 400,000 | ||||||||||||||||
PromissoryNote [Member] | |||||||||||||||||
Loss on extinguishment | $ 658,730 | ||||||||||||||||
Issuance of subordinate voting shares, amount | $ 2,000,000 | ||||||||||||||||
Notes Payable [Member] | |||||||||||||||||
Amendment fee | 500,000 | ||||||||||||||||
Issuance of subordinate voting shares, amount | $ 1,351,774 | $ 4,393,342 | |||||||||||||||
Subordinate Voting [Member] | Warrant5 [Member] | |||||||||||||||||
Warrants issued | 693,575 | ||||||||||||||||
Warrants exercise price | $ 0.19 | ||||||||||||||||
Subordinate Voting [Member] | Warrant4 [Member] | |||||||||||||||||
Warrants issued | 741,260 | ||||||||||||||||
Warrants exercise price | $ 0.18 | ||||||||||||||||
Subordinate Voting [Member] | Warrant3 [Member] | |||||||||||||||||
Warrants issued | 775,510 | ||||||||||||||||
Warrants exercise price | $ 0.17 | ||||||||||||||||
Subordinate Voting [Member] | Warrant2 [Member] | |||||||||||||||||
Warrants issued | 761,205 | ||||||||||||||||
Warrants exercise price | $ 0.18 | ||||||||||||||||
Subordinate Voting [Member] | Warrant [Member] | |||||||||||||||||
Warrants issued | 644,068 | ||||||||||||||||
Warrants exercise price | $ 0.21 | ||||||||||||||||
Loss on extinguishment | $ 4,010,022 | ||||||||||||||||
Class B Subordinate Voting [Member] | Unsecured Convertible Facility [Member] | |||||||||||||||||
Warrants exercise price | $ 1,622,377 | ||||||||||||||||
Issuance of subordinate voting shares, shares | 16,014,663 | ||||||||||||||||
Issuance of subordinate voting shares, amount | $ 2,371,782 | ||||||||||||||||
Warrants outstanding | 8,807,605 |
SENIOR SECURED CONVERTIBLE CR_3
SENIOR SECURED CONVERTIBLE CREDIT FACILITY (Details ) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 |
Total Drawn On Senior Secured Convertible Credit Facility | $ 219,827,377 | $ 187,431,400 |
Less Unamortize Debt Discount | (49,005,984) | (21,062,937) |
Senior Secured Convertible Credit Facility Net | 170,821,393 | 166,368,463 |
Secured Convertible Note [Member] | ||
Total Drawn On Senior Secured Convertible Credit Facility | 21,112,530 | 21,660,583 |
Secured Convertible Note 1 [Member] | ||
Total Drawn On Senior Secured Convertible Credit Facility | 91,185,378 | 86,053,316 |
Secured Convertible Note 2 [Member] | ||
Total Drawn On Senior Secured Convertible Credit Facility | 29,580,445 | 26,570,948 |
Secured Convertible Note 3 [Member] | ||
Total Drawn On Senior Secured Convertible Credit Facility | 11,454,144 | 10,288,815 |
Secured Convertible Note 4 [Member] | ||
Total Drawn On Senior Secured Convertible Credit Facility | 13,496,906 | 12,500,000 |
Secured Convertible Note 5 [Member] | ||
Total Drawn On Senior Secured Convertible Credit Facility | 21,623,561 | 19,423,593 |
Secured Convertible Note 6 [Member] | ||
Total Drawn On Senior Secured Convertible Credit Facility | 3,027,003 | 2,734,282 |
Secured Convertible Note 7 [Member] | ||
Total Drawn On Senior Secured Convertible Credit Facility | 5,847,933 | |
Secured Convertible Note 8 [Member] | ||
Total Drawn On Senior Secured Convertible Credit Facility | 9,104,665 | 8,199,863 |
Secured Convertible Note 9 [Member] | ||
Total Drawn On Senior Secured Convertible Credit Facility | 2,021,984 | |
Secured Convertible Note 10 [Member] | ||
Total Drawn On Senior Secured Convertible Credit Facility | $ 11,372,828 |
SENIOR SECURED CONVERTIBLE CR_4
SENIOR SECURED CONVERTIBLE CREDIT FACILITY (Details 1) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Equity Component of Debt - New and Amended | $ 61,689,375 | $ 23,781,053 |
Tranche 1 [Member] | ||
Balance at beginning of period Notes payables | 102,833,447 | 86,855,415 |
Cash additions | ||
Repayments | (8,000,000) | |
Principal Reallocation | 585,058 | |
Fees Capitalized to Debt Related to Debt Modifications | ||
Paid-In-Kind Interest Capitalized | 11,925,650 | 7,713,899 |
Net Effect on Debt from Extinguishment | 4,812,996 | |
Equity Component of Debt - New and Amended | (23,562,662) | 6,942,719 |
Cash Paid for Debt Issuance Costs | ||
Amortization of Debt Discounts | 9,306,004 | 1,321,414 |
Balance at ending of period Notes payables | 97,900,493 | 102,833,447 |
Tranche 2 [Member] | ||
Balance at beginning of period Notes payables | 25,352,687 | |
Cash additions | 25,000,000 | |
Repayments | ||
Principal Reallocation | (3,276) | |
Fees Capitalized to Debt Related to Debt Modifications | ||
Paid-In-Kind Interest Capitalized | 3,012,776 | 1,570,948 |
Net Effect on Debt from Extinguishment | 962,750 | |
Equity Component of Debt - New and Amended | (6,147,968) | (1,137,637) |
Cash Paid for Debt Issuance Costs | (482,998) | |
Amortization of Debt Discounts | 2,089,165 | 402,374 |
Balance at ending of period Notes payables | 25,266,134 | 25,352,687 |
Tranche 3 [Member] | ||
Balance at beginning of period Notes payables | 9,680,433 | |
Cash additions | 10,000,000 | |
Repayments | ||
Principal Reallocation | (1,277) | |
Fees Capitalized to Debt Related to Debt Modifications | ||
Paid-In-Kind Interest Capitalized | 1,166,607 | 288,815 |
Net Effect on Debt from Extinguishment | 497,175 | |
Equity Component of Debt - New and Amended | (2,480,673) | (172,786) |
Cash Paid for Debt Issuance Costs | (641,689) | |
Amortization of Debt Discounts | 854,194 | 206,093 |
Balance at ending of period Notes payables | 9,716,459 | 9,680,433 |
Tranche 4 [Member] | ||
Balance at beginning of period Notes payables | 286,691 | |
Cash additions | 12,500,000 | |
Repayments | ||
Principal Reallocation | (404,451) | |
Fees Capitalized to Debt Related to Debt Modifications | ||
Paid-In-Kind Interest Capitalized | 1,401,357 | |
Net Effect on Debt from Extinguishment | 2,167,870 | |
Equity Component of Debt - New and Amended | (2,839,499) | (11,552,806) |
Cash Paid for Debt Issuance Costs | (673,435) | |
Amortization of Debt Discounts | 1,794,998 | 12,932 |
Balance at ending of period Notes payables | 2,406,966 | 286,691 |
Incremental Advance - 1 [Member] | ||
Balance at beginning of period Notes payables | 2,168,540 | |
Cash additions | 2,734,282 | |
Repayments | ||
Principal Reallocation | (340) | |
Fees Capitalized to Debt Related to Debt Modifications | ||
Paid-In-Kind Interest Capitalized | 290,061 | |
Net Effect on Debt from Extinguishment | (453,979) | |
Equity Component of Debt - New and Amended | (1,296,844) | (609,060) |
Cash Paid for Debt Issuance Costs | ||
Amortization of Debt Discounts | 684,720 | 43,318 |
Balance at ending of period Notes payables | 1,392,158 | 2,168,540 |
Incremental Advance - 2 [Member] | ||
Balance at beginning of period Notes payables | ||
Cash additions | 5,420,564 | |
Repayments | ||
Principal Reallocation | (589) | |
Fees Capitalized to Debt Related to Debt Modifications | (468,564) | |
Paid-In-Kind Interest Capitalized | 427,165 | |
Net Effect on Debt from Extinguishment | ||
Equity Component of Debt - New and Amended | (3,239,507) | |
Cash Paid for Debt Issuance Costs | (175,000) | |
Amortization of Debt Discounts | 1,231,345 | |
Balance at ending of period Notes payables | 3,195,414 | |
3rd Advance [Member] | ||
Balance at beginning of period Notes payables | ||
Cash additions | 10,937,127 | |
Repayments | ||
Principal Reallocation | ||
Fees Capitalized to Debt Related to Debt Modifications | (937,127) | |
Paid-In-Kind Interest Capitalized | 435,701 | |
Net Effect on Debt from Extinguishment | ||
Equity Component of Debt - New and Amended | (7,694,405) | |
Cash Paid for Debt Issuance Costs | (200,000) | |
Amortization of Debt Discounts | 1,539,902 | |
Balance at ending of period Notes payables | 4,081,198 | |
Amendment Fee Notes [Member] | ||
Balance at beginning of period Notes payables | 18,964,600 | |
Cash additions | ||
Repayments | ||
Principal Reallocation | (2,395) | |
Fees Capitalized to Debt Related to Debt Modifications | 18,750,000 | |
Paid-In-Kind Interest Capitalized | 2,202,363 | 673,593 |
Net Effect on Debt from Extinguishment | 455,792 | |
Equity Component of Debt - New and Amended | (4,337,438) | (511,900) |
Cash Paid for Debt Issuance Costs | ||
Amortization of Debt Discounts | 1,690,108 | 52,907 |
Balance at ending of period Notes payables | 18,973,030 | 18,964,600 |
Restatement Fee Notes [Member] | ||
Balance at beginning of period Notes payables | 7,082,065 | |
Cash additions | ||
Repayments | ||
Principal Reallocation | (24,084) | |
Fees Capitalized to Debt Related to Debt Modifications | 8,199,863 | |
Paid-In-Kind Interest Capitalized | 928,886 | |
Net Effect on Debt from Extinguishment | 630,758 | |
Equity Component of Debt - New and Amended | (4,551,977) | (1,245,676) |
Cash Paid for Debt Issuance Costs | ||
Amortization of Debt Discounts | 1,800,653 | 127,878 |
Balance at ending of period Notes payables | 5,866,301 | 7,082,065 |
2nd Restatement Fee Notes [Member] | ||
Balance at beginning of period Notes payables | ||
Cash additions | ||
Repayments | ||
Principal Reallocation | (148,646) | |
Fees Capitalized to Debt Related to Debt Modifications | ||
Paid-In-Kind Interest Capitalized | 170,630 | |
Net Effect on Debt from Extinguishment | 2,000,000 | |
Equity Component of Debt - New and Amended | ||
Cash Paid for Debt Issuance Costs | ||
Amortization of Debt Discounts | 1,256 | |
Balance at ending of period Notes payables | 2,023,240 | |
Senior Secured Convertible, Total [Member] | ||
Balance at beginning of period Notes payables | 166,368,463 | 86,855,415 |
Cash additions | 16,357,691 | 50,234,282 |
Repayments | (8,000,000) | |
Principal Reallocation | ||
Fees Capitalized to Debt Related to Debt Modifications | (1,405,691) | 26,949,863 |
Paid-In-Kind Interest Capitalized | 21,961,196 | 10,247,255 |
Net Effect on Debt from Extinguishment | 11,073,362 | |
Equity Component of Debt - New and Amended | (56,150,973) | (8,287,146) |
Cash Paid for Debt Issuance Costs | (375,000) | (1,798,122) |
Amortization of Debt Discounts | 20,992,345 | 2,166,916 |
Balance at ending of period Notes payables | $ 170,821,393 | $ 166,368,463 |
SENIOR SECURED CONVERTIBLE CR_5
SENIOR SECURED CONVERTIBLE CREDIT FACILITY (Details Narrative ) - USD ($) | Sep. 14, 2020 | Aug. 12, 2019 | Jul. 12, 2019 | Dec. 17, 2020 | Nov. 20, 2020 | Oct. 30, 2020 | Sep. 16, 2020 | Mar. 27, 2020 | Oct. 29, 2019 | Jun. 29, 2019 | Mar. 22, 2019 | Mar. 27, 2021 | Jun. 26, 2021 | Jun. 27, 2020 | Jul. 12, 2021 |
Conversion price | $ 0.20 | $ 0.17 | |||||||||||||
Convertible notes | $ 468,564 | $ 32,744,770 | |||||||||||||
Share price | $ 0.33 | ||||||||||||||
Secured convertible notes | $ 5,000,000 | $ 6,723,954 | |||||||||||||
Loss on Extinguishment of Debt | 16,142,113 | $ 43,800,931 | |||||||||||||
Description of Note | 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 | ||||||||||||||
Fair value of warrant issued | 799,949 | ||||||||||||||
Issuance of subordinate voting share, amount | $ 28,885,912 | 50,193,938 | |||||||||||||
Incremental advance | $ 100,000,000 | ||||||||||||||
Incremental replacement warrants issued, amount | 135,000,000 | ||||||||||||||
Loss on extinguishment of debt | 10,706,883 | ||||||||||||||
Amendment Description | Amendment No. 1 | ||||||||||||||
Warrants exercise price | $ 0.20 | 0.20 | $ 0.60 | ||||||||||||
Warrants exercisable, per share | $ 0.34 | ||||||||||||||
GGP [Member] | |||||||||||||||
Loss on Extinguishment of Debt | $ (10,129,655) | ||||||||||||||
November 1, 2020 [Member] | |||||||||||||||
Amount of borrowing under convertible facility | $ 8,000,000 | ||||||||||||||
Loss on Extinguishment of Debt | $ 943,706 | ||||||||||||||
MM CAN USA [Member] | |||||||||||||||
Secured convertible notes | $ 250,000,000 | ||||||||||||||
Description of Note | 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. | ||||||||||||||
Proceeds from convertible debt | $ 100,000,000 | ||||||||||||||
GGP [Member] | |||||||||||||||
Exercise price | $ 0.20 | $ 2.95 | |||||||||||||
Conversion price | $ 0.200 | $ 1.28 | |||||||||||||
Secured convertible notes | $ 5,000,000 | $ 187,500 | $ 250,000,000 | ||||||||||||
Loss on Extinguishment of Debt | $ 31,816,659 | ||||||||||||||
Description of Note | 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 | The Company may force the conversion of up to 75% of the then outstanding Notes if the volume weighted average price (“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, the term of the remaining 25% of the then outstanding Notes will be extended by 12 months (if such extended period is longer than the maturity date of such Notes), subject to an outside date of 48 months from the Closing Date. | ||||||||||||
Warrant Issued | 25,000,000 | ||||||||||||||
Cancelled Shares | 1,080,255 | ||||||||||||||
Warrants replaced | 16,875,001 | ||||||||||||||
Withdrawal of money | 12,500,000,000 | ||||||||||||||
Shares Issued for Debt Issuance Costs | 18,750,000 | ||||||||||||||
Advance fees, percentage | 1.50% | ||||||||||||||
Tranche 4 [Member] | |||||||||||||||
Conversion price | $ 47,100,000 | ||||||||||||||
Principal amount | $ 168,100,000 | ||||||||||||||
Share price | $ 0.17 | ||||||||||||||
Warrant outstanding | 16,800,000 | ||||||||||||||
Number of share exchanged | 41,967,832 | ||||||||||||||
Warrant Issued | 2,160,507 | ||||||||||||||
Description Of Amendments | 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 | ||||||||||||||
Withdrawal of money | 75,000,000 | $ 150,000,000 | $ 115,000,000 | ||||||||||||
Shares Issued for Debt Issuance Costs | $ 937,127 | ||||||||||||||
Amendment Description | 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 exercise price | $ 0.18 | $ 0.16 | |||||||||||||
Tranche 4 [Member] | Minimum [Member] | |||||||||||||||
Exercise price | $ 0.20 | ||||||||||||||
Tranche 4 [Member] | Maximum [Member] | |||||||||||||||
Exercise price | $ 0.40 | ||||||||||||||
Tranche 3 [Member] | |||||||||||||||
Exercise price | $ 3.16 | ||||||||||||||
Warrant Issued | 3,708,772 | ||||||||||||||
Additional Warrant Issued | $ 107,142,100 | ||||||||||||||
Exercise price of additional warrant issued | 1.17 | ||||||||||||||
Withdrawal of money | $ 50,000,000 | $ 10,000,000 | |||||||||||||
Warrants exercise price | $ 0.17 | ||||||||||||||
Tranche 2 [Member] | |||||||||||||||
Exercise price | $ 1.01 | ||||||||||||||
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 | ||||||||||||||
Warrants exercise price | $ 0.17 | ||||||||||||||
Tranche 1 [Member] | |||||||||||||||
Exercise price | $ 3.72 | ||||||||||||||
Warrant Issued | 10,086,066 | ||||||||||||||
Additional Warrant Issued | $ 42,913,752 | ||||||||||||||
Exercise price of additional warrant issued | $ 4.29 | ||||||||||||||
Fair value of warrant issued | $ 7,548,720 | ||||||||||||||
Financing fees | $ 2,276,757 | ||||||||||||||
Issuance of subordinate voting share, shares | 1,748,251 | ||||||||||||||
Issuance of subordinate voting share, amount | $ 3,979,119 | ||||||||||||||
Withdrawal of money | $ 165,000,000 | $ 150,000,000 | |||||||||||||
Senior Secured Credit Facility [Member] | Warrants [Member] | |||||||||||||||
Warrant cancelled | 32,451,923 | ||||||||||||||
Warrants exercisable, per share | $ 0.26 | ||||||||||||||
Senior Secured Credit Facility [Member] | Warrants1 [Member] | |||||||||||||||
Warrant cancelled | 6,490,385 | ||||||||||||||
Warrants exercisable, per share | $ 0.26 | ||||||||||||||
Senior Secured Credit Facility [Member] | Warrants2 [Member] | |||||||||||||||
Warrant cancelled | 16,875,000 | ||||||||||||||
Warrants exercisable, per share | $ 0.20 | ||||||||||||||
Senior Secured Credit Facility [Member] | Warrants3 [Member] | |||||||||||||||
Warrant cancelled | 41,967,832 | ||||||||||||||
Warrants exercisable, per share | $ 0.16 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - shares | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Class of Warrant or Right [Line Items] | ||
Shares Issued for Exercise of Warrants | 1,622,377 | |
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 |
Cancellation of Super Voting Shares | ||
At-the-Market Equity Financing Program, net | ||
Shares Issued for Cash | ||
Shares Issued to Settle Debt and Accrued Interest | ||
Shares Issued to Settle Accounts Payable and Liabilities | ||
Shares Issued to Settle Contingent Consideration | ||
Asset Acquisitions | ||
Redemption of MedMen Corp Redemable Shares | (175,140,972) | (83,119,182) |
Shares Issued for Vested Restricted Stock Units | ||
Shares Issued for Other Assets | ||
Shares Issued for Acquisition Costs | ||
Shares Issued for Business Acquisition | ||
Shares Issued for Exercise of Warrants | 34,229,722 | |
Shares Issued for Conversion of Debt | ||
Stock Grant for Compensation | 49,818 | |
Shares issued and outstanding, End of the period | 95,212,601 | 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 | 725,016 |
Cancellation of Super Voting Shares | ||
At-the-Market Equity Financing Program, net | ||
Shares Issued for Cash | ||
Shares Issued to Settle Debt and Accrued Interest | ||
Shares Issued to Settle Accounts Payable and Liabilities | ||
Shares Issued to Settle Contingent Consideration | ||
Asset Acquisitions | ||
Redemption of MedMen Corp Redemable Shares | ||
Shares Issued for Vested Restricted Stock Units | ||
Shares Issued for Other Assets | ||
Shares Issued for Acquisition Costs | ||
Shares Issued for Business Acquisition | ||
Shares Issued for Exercise of Warrants | ||
Shares Issued for Conversion of Debt | ||
Stock Grant for Compensation | ||
Shares issued and outstanding, End of the period | 725,016 | 725,016 |
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 |
Cancellation of Super Voting Shares | ||
At-the-Market Equity Financing Program, net | 9,789,300 | |
Shares Issued for Cash | 89,050,000 | 61,596,792 |
Shares Issued to Settle Debt and Accrued Interest | 4,305,148 | 6,801,790 |
Shares Issued to Settle Accounts Payable and Liabilities | 17,872,181 | 24,116,461 |
Shares Issued to Settle Contingent Consideration | 13,737,444 | |
Asset Acquisitions | 7,373,034 | |
Redemption of MedMen Corp Redemable Shares | 175,140,972 | 83,119,182 |
Shares Issued for Vested Restricted Stock Units | 11,658,293 | 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 | |
Shares Issued for Exercise of Warrants | 8,807,605 | |
Shares Issued for Conversion of Debt | 16,014,663 | |
Stock Grant for Compensation | 110,294 | 4,675,017 |
Shares issued and outstanding, End of the period | 726,866,374 | 403,907,218 |
Super Voting Shares [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares issued and outstanding, Beginning of the period | 815,295 | 1,630,590 |
Cancellation of Super Voting Shares | (815,295) | (815,295) |
At-the-Market Equity Financing Program, net | ||
Shares Issued for Cash | ||
Shares Issued to Settle Debt and Accrued Interest | ||
Shares Issued to Settle Accounts Payable and Liabilities | ||
Shares Issued to Settle Contingent Consideration | ||
Asset Acquisitions | ||
Redemption of MedMen Corp Redemable Shares | ||
Shares Issued for Vested Restricted Stock Units | ||
Shares Issued for Other Assets | ||
Shares Issued for Acquisition Costs | ||
Shares Issued for Business Acquisition | ||
Shares Issued for Exercise of Warrants | ||
Shares Issued for Conversion of Debt | ||
Stock Grant for Compensation | ||
Shares issued and outstanding, End of the period | 815,295 |
SHAREHOLDERS EQUITY (Details 1)
SHAREHOLDERS EQUITY (Details 1) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Venice Caregivers Foundation, Inc. [Member] | ||
Current Assets | $ 1,365,867 | $ 1,233,188 |
Non-Current Assets | 12,596,223 | 16,867,824 |
Total Assets | 13,962,090 | 18,101,012 |
Current Liabilities | 8,760,561 | 12,831,161 |
Non-Current Liabilities | 9,350,037 | 11,196,585 |
Total Liabilities | 18,110,598 | 24,027,746 |
Non-Controlling Interest | (4,148,508) | (5,926,734) |
Revenues | 9,247,506 | 10,949,458 |
Net (Loss) Income Attributable to Non-Controlling Interest | 1,776,677 | (6,132,528) |
LAX Fund 2 Group, L.L.C [Member] | ||
Current Assets | 500,648 | 811,025 |
Non-Current Assets | 2,864,806 | 3,259,563 |
Total Assets | 3,365,454 | 4,070,588 |
Current Liabilities | 10,302,246 | 7,481,953 |
Non-Current Liabilities | 2,442,330 | 2,662,078 |
Total Liabilities | 12,744,576 | 10,144,031 |
Non-Controlling Interest | (9,379,122) | (6,073,443) |
Revenues | ||
Net (Loss) Income Attributable to Non-Controlling Interest | (3,308,795) | (3,777,079) |
Natures Cure, Inc. [Member] | ||
Current Assets | 13,260,675 | 6,639,231 |
Non-Current Assets | 4,957,685 | 5,032,428 |
Total Assets | 18,218,360 | 11,671,659 |
Current Liabilities | 2,778,312 | 3,745,710 |
Non-Current Liabilities | 1,146,320 | 1,146,322 |
Total Liabilities | 3,924,632 | 4,892,032 |
Non-Controlling Interest | 14,293,728 | 6,779,627 |
Revenues | 14,620,618 | 13,976,810 |
Net (Loss) Income Attributable to Non-Controlling Interest | 7,514,101 | 3,143,437 |
VIEs, Total [Member] | ||
Current Assets | 15,127,190 | 8,683,444 |
Non-Current Assets | 20,418,714 | 25,159,815 |
Total Assets | 35,545,904 | 33,843,259 |
Current Liabilities | 21,841,119 | 24,058,824 |
Non-Current Liabilities | 12,938,687 | 15,004,985 |
Total Liabilities | 34,779,806 | 39,063,809 |
Non-Controlling Interest | 766,098 | (5,220,550) |
Revenues | 23,868,124 | 24,926,268 |
Net (Loss) Income Attributable to Non-Controlling Interest | $ 5,981,983 | $ (6,766,170) |
SHAREHOLDERS EQUITY (Details 2)
SHAREHOLDERS EQUITY (Details 2) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Share-Based Compensation | $ 5,464,146 | $ 11,065,124 |
Venice Caregivers Foundation, Inc. [Member] | ||
Shares issued and Redeemable, Beginning of the period | (5,925,185) | 207,343 |
Net Income (Loss) | 1,776,677 | (6,132,528) |
Cash Contributions from Non-Controlling Members | ||
Stock Grant for Compensation | ||
Deferred Tax Impact on Conversion Feature | ||
Equity Component on Debt and Debt Modification | ||
Redemption of MedMen Crop Redeemable Shares | ||
Share-Based Compensation | ||
Shares issued and Redemption, End of the period | $ (4,148,508) | (5,925,185) |
LAX Fund 2 Group, L.L.C [Member] | ||
Shares issued and Redeemable, Beginning of the period | (6,070,327) | (2,293,248) |
Net Income (Loss) | (3,308,795) | (3,777,079) |
Cash Contributions from Non-Controlling Members | ||
Stock Grant for Compensation | ||
Deferred Tax Impact on Conversion Feature | ||
Equity Component on Debt and Debt Modification | ||
Redemption of MedMen Crop Redeemable Shares | ||
Share-Based Compensation | ||
Shares issued and Redemption, End of the period | $ (9,379,122) | (6,070,327) |
Natures Cure, Inc. [Member] | ||
Shares issued and Redeemable, Beginning of the period | 6,779,627 | 3,636,190 |
Net Income (Loss) | 7,514,101 | 3,143,437 |
Cash Contributions from Non-Controlling Members | ||
Stock Grant for Compensation | ||
Deferred Tax Impact on Conversion Feature | ||
Equity Component on Debt and Debt Modification | ||
Redemption of MedMen Crop Redeemable Shares | ||
Share-Based Compensation | ||
Shares issued and Redemption, End of the period | $ 14,293,728 | 6,779,627 |
Other Non Controlling Interests [Member] | ||
Shares issued and Redeemable, Beginning of the period | (331,561,812) | (33,417,690) |
Net Income (Loss) | (39,434,217) | (272,499,888) |
Cash Contributions from Non-Controlling Members | $ (310,633) | |
Stock Grant for Compensation | 35,157 | |
Deferred Tax Impact on Conversion Feature | (1,210,052) | |
Equity Component on Debt and Debt Modification | $ 4,055,133 | $ 5,331,969 |
Redemption of MedMen Crop Redeemable Shares | (78,008,749) | (32,192,800) |
Share-Based Compensation | $ 1,492,073 | |
Shares issued and Redemption, End of the period | $ (446,159,697) | (331,561,812) |
Total [Member] | ||
Shares issued and Redeemable, Beginning of the period | (336,777,697) | (31,867,405) |
Net Income (Loss) | (33,452,234) | (279,266,058) |
Cash Contributions from Non-Controlling Members | $ (310,633) | |
Stock Grant for Compensation | 35,157 | |
Deferred Tax Impact on Conversion Feature | (1,210,052) | |
Equity Component on Debt and Debt Modification | $ 4,055,133 | $ 5,331,969 |
Redemption of MedMen Crop Redeemable Shares | (78,008,749) | (32,192,800) |
Share-Based Compensation | $ 1,492,073 | |
Shares issued and Redemption, End of the period | $ (445,393,599) | $ (336,777,697) |
SHAREHOLDERS EQUITY (Details Na
SHAREHOLDERS EQUITY (Details Narrative) | Apr. 10, 2019USD ($)shares | Apr. 10, 2019CAD ($)shares | May 17, 2021USD ($)$ / sharesshares | Mar. 18, 2021USD ($)$ / sharesshares | Feb. 16, 2021USD ($)$ / sharesshares | Nov. 30, 2020 | Jun. 26, 2021USD ($)$ / sharesshares | Jun. 27, 2020USD ($)shares | Jun. 27, 2021 | Dec. 10, 2020USD ($)shares |
Accrued Liabilities | $ | $ 405,000 | |||||||||
Aggregate gross proceeds | $ | $ 12,500,000 | |||||||||
Warrants exercised | shares | 50,078,058 | |||||||||
Cashless basis | $ | $ 34,229,722 | |||||||||
Class B redeemable shares | shares | 30,697,023 | |||||||||
Outstanding percentage | 70.00% | |||||||||
Private Placement [Member] | ||||||||||
Executed the sale | shares | 31,250,000 | 50,000,000 | 7,800,000 | |||||||
Purchase price | $ / shares | $ 0.32 | $ 0.40 | $ 0.37 | |||||||
Aggregated total proceeds | $ | $ 10,000,000 | $ 16,019,597 | $ 2,866,000 | |||||||
Exercise price | $ / shares | $ 0.35 | $ 0.50 | $ 0.46 | |||||||
Private Placement [Member] | Warrant [Member] | ||||||||||
Executed the sale | shares | 31,250,000 | 50,000,000 | ||||||||
Aggregated total proceeds | $ | $ 16,019,597 | |||||||||
Class A and Class B Redeemable Stock [Member] | ||||||||||
Redeemable stock per value | $ / shares | $ 0.001 | |||||||||
Redeemable stock authorized | shares | 1,000,000,000 | |||||||||
Aggregate gross proceeds | $ | $ 60,000,000 | |||||||||
Issued shares | shares | 9,789,300 | 9,789,300 | ||||||||
Net proceeds | $ | $ 12,399,252 | |||||||||
Cancellation of Super Voting Shares [Member] | ||||||||||
Number of voting shares | shares | 815,295 | |||||||||
Book value of Equity | $ | $ 82,500 | |||||||||
Class A Super Voting Shares [Member] | ||||||||||
Number of voting shares | shares | 1,000 | |||||||||
Fixed rate | $ / shares | $ 0.10119 | |||||||||
Total amount due if redeemed | $ | $ 0 | $ 82,500 | ||||||||
Mr. Bierman [Member] | ||||||||||
Number of voting shares | shares | 815,295 | |||||||||
Adam Bierman [Member] | ||||||||||
Accrued Liabilities | $ | $ 475,650 | $ 475,650 | ||||||||
MM CAN USA [Member] | ||||||||||
Non-controlling interest, shares issued | 11.58% | 36.89% | ||||||||
MM Enterprises USA [Member] | ||||||||||
Non-controlling interest, shares issued | 0.09% | 0.11% | ||||||||
LCR Manager, LLC [Member] | ||||||||||
Outstanding percentage | 0.01% | |||||||||
MM CAN USA [Member] | ||||||||||
Redeemable shares | shares | 2,000,000,000 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Total Share-Based Compensation | $ 4,344,691 | $ 11,065,124 |
Equity Option [Member] | ||
Total Share-Based Compensation | 2,092,273 | 1,876,225 |
LTIP Units [Member] | ||
Total Share-Based Compensation | 1,492,073 | |
Stock Grants [Member] | ||
Total Share-Based Compensation | (55,163) | 4,141,858 |
Restricted Stock Grants [Member] | ||
Total Share-Based Compensation | $ 2,197,255 | $ 3,554,968 |
SHARE-BASED COMPENSATION (Det_2
SHARE-BASED COMPENSATION (Details 1) - $ / shares | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Number of Stock Options, Beginning Balance | 8,618,204 | 13,538,102 |
Number of Stock Options, Granted | 7,858,643 | 6,812,552 |
Number of Stock Options, Forfeited | (1,723,887) | (11,732,450) |
Number of Stock Options, Ending Balance | 14,752,960 | 8,618,204 |
Weighted Average Exercise Price, Beginning Balance | $ 2.78 | $ 4.31 |
Weighted Average Exercise Price, Granted | 0.17 | 1.34 |
Weighted Average Exercise Price, Forfeited | (2.73) | (2.79) |
Weighted Average Exercise Price, Ending Balance | $ 1.40 | $ 2.78 |
SHARE-BASED COMPENSATION (Det_3
SHARE-BASED COMPENSATION (Details 2) | 12 Months Ended |
Jun. 26, 2021shares | |
Stock Options Outstanding | 14,752,960 |
Stock Options Exercisable | 5,369,540 |
Subordinate Votings Shares One [Member] | |
Exercise Price | $4.03 - $4.05 |
Weighted Average Remaining Life in Years | 6 years 11 months 26 days |
Stock Options Outstanding | 1,829,768 |
Stock Options Exercisable | 1,442,084 |
Subordinate Votings Shares Two [Member] | |
Exercise Price | $3.06 - $3.84 |
Weighted Average Remaining Life in Years | 6 years 6 months 7 days |
Stock Options Outstanding | 1,206,839 |
Stock Options Exercisable | 1,206,599 |
Subordinate Votings Shares Three [Member] | |
Exercise Price | $2.02 - $2.79 |
Weighted Average Remaining Life in Years | 5 years 6 months |
Stock Options Outstanding | 2,063,936 |
Stock Options Exercisable | 1,106,182 |
Subordinate Votings Shares Four [Member] | |
Exercise Price | $1.38 - $1.99 |
Weighted Average Remaining Life in Years | 8 years 2 months 19 days |
Stock Options Outstanding | 565,358 |
Stock Options Exercisable | 326,850 |
Subordinate Votings Shares Five [Member] | |
Exercise Price | $0.11 - $0.53 |
Weighted Average Remaining Life in Years | 4 years 7 months 21 days |
Stock Options Outstanding | 8,736,499 |
Stock Options Exercisable | 937,265 |
Subordinate Voting Shares [Member] | |
Exercise Price | $5.71 |
Weighted Average Remaining Life in Years | 7 years 3 months 19 days |
Stock Options Outstanding | 350,560 |
Stock Options Exercisable | 350,560 |
SHARE-BASED COMPENSATION (Det_4
SHARE-BASED COMPENSATION (Details 3) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Weighted Average Risk Free Annual Interest Rate | 1.05% | 1.60% |
Weighted Average Expected Annual Dividend Yield | 0.00% | 0.00% |
Weighted Average Expected Stock Price Volatility | 116.50% | 91.00% |
Weighted-Average Expected Life in Years | 7 years 6 months | 7 years 6 months |
Weighted-Average Estimated Forfeiture Rate | 40.00% | 40.00% |
SHARE-BASED COMPENSATION (Det_5
SHARE-BASED COMPENSATION (Details 4) - $ / shares | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Weighted-Average Stock Price | $ 2.65 | |
Weighted-Average Probability | 6.00% | |
Weighted-Average Term in Years | 3 years | |
Weighted-Average Volatility | 90.01% | 83.30% |
SHARE-BASED COMPENSATION (Det_6
SHARE-BASED COMPENSATION (Details 5) - $ / shares | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
LTIP Issued And Outstanding, Beginning balance | 19,323,878 | 20,882,355 |
LTIP Issued And Outstanding, Vesting and Converted | (1,558,477) | |
LTIP Issued And Outstanding, ending balance | 19,323,878 | 19,323,878 |
LIC Redeemable Units, beginning balance | 725,016 | 725,016 |
LIC Redeemable Units, Vesting and Converted | ||
LIC Redeemable Units, ending balance | 725,016 | 725,016 |
Weighted Average grant date fair Value, Beginning balance | $ 0.52 | $ 0.74 |
Weighted Average grant date fair Value, Vesting and Converted | (3.38) | |
Weighted Average grant date fair Value, Ending balance | $ 0.52 | $ 0.52 |
SHARE-BASED COMPENSATION (Det_7
SHARE-BASED COMPENSATION (Details 6) - $ / shares | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Issued And Outstanding, Beginning Balance | 7,159,164 | 1,018,861 |
Issued And Outstanding, Granted | 31,632,112 | 7,443,954 |
Issued And Outstanding, Forfeiture of Restricted Stock | (6,244,589) | (974,103) |
Issued And Outstanding, Redemption of Vested Stock | (11,658,293) | (329,548) |
Issued And Outstanding, Vesting of Restricted Stock | ||
Issued And Outstanding, Ending Balance | 20,888,394 | 7,159,164 |
Vested, Beginning Balance | 192,459 | 2,962 |
Vested, Granted | ||
Vested, Forfeiture of Restricted Stock | ||
Vested, Redemption of Vested Stock | (11,658,293) | (329,548) |
Vested, Vesting of Restricted Stock | 10,680,711 | 519,045 |
Vested, Ending Balance | (785,123) | 192,459 |
Weighted Average fair Value Beginning Balance | $ 0.68 | $ 3.89 |
Weighted Average fair Value, Granted | 0.17 | 0.73 |
Weighted Average fair Value, Forfeiture of Restricted Stock | 0.19 | 2.69 |
Weighted Average fair Value, Redemption of Vested Stock | 0.21 | 3.14 |
WeightedAverage Fair Value, Vesting of Restricted Stock | 0.24 | 2.28 |
WeightedAverage Fair Value, Ending Balance | $ 0.24 | $ 0.68 |
SHARE-BASED COMPENSATION (Det_8
SHARE-BASED COMPENSATION (Details 7) - Warrant [Member] - $ / shares | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Beginning Balance | 155,454,646 | 30,234,355 |
Issued | 408,361,467 | 145,695,591 |
Exercised | (58,885,673) | |
Cancelled | (148,037,373) | (20,475,302) |
Ending Balance | 356,893,065 | 155,454,644 |
Weighted Average Exercise Price, Beginning balance | $ 0.71 | $ 4.48 |
Weighted Average Exercise Price, issued | 0.21 | 0.58 |
Weighted Average Exercise Price, exercised | 0.20 | |
Weighted Average Exercise Price, Cancelled | 0.23 | 4.66 |
Weighted Average Exercise Price, Ending | $ 0.33 | $ 0.71 |
Subordinate Voting Shares [Member] | ||
Beginning Balance | 114,998,915 | 12,999,815 |
Issued | 260,852,951 | 105,239,862 |
Exercised | (8,807,607) | |
Cancelled | (107,581,650) | (3,240,762) |
Ending Balance | 259,462,609 | 114,998,915 |
MedMax Corp Redeemable Shares [Member] | ||
Beginning Balance | 40,455,731 | 17,234,540 |
Issued | 147,508,516 | 40,455,729 |
Exercised | (50,078,066) | |
Cancelled | (40,455,723) | (17,234,540) |
Ending Balance | 97,430,456 | 40,455,729 |
SHARE-BASED COMPENSATION (Det_9
SHARE-BASED COMPENSATION (Details 8) | 12 Months Ended |
Jun. 26, 2021shares | |
Warrant [Member] | |
Number of Warrants outstanding | 356,893,065 |
Warrants Exercisable | 356,893,065 |
MedMax Corp Redeemable Shares [Member] | |
Number of Warrants outstanding | 97,430,456 |
Warrants Exercisable | 97,430,456 |
MedMax Corp Redeemable Shares [Member] | Warrant [Member] | |
Weighted Average Exercise Price, issued | $0.34 |
Number of Warrants outstanding | 40,455,732 |
Weighted Average Remaining Life in Years | 4 years 1 month 6 days |
Warrants Exercisable | 40,455,732 |
MedMax Corp Redeemable Shares [Member] | Warrant One [Member] | |
Weighted Average Exercise Price, issued | $0.20 |
Number of Warrants outstanding | 38,345,772 |
Weighted Average Remaining Life in Years | 4 years 4 months 24 days |
Warrants Exercisable | 38,345,772 |
MedMax Corp Redeemable Shares [Member] | Warrant Two [Member] | |
Weighted Average Exercise Price, issued | $0.15 |
Number of Warrants outstanding | 18,628,952 |
Weighted Average Remaining Life in Years | 4 years 2 months 12 days |
Warrants Exercisable | 18,628,952 |
Subordinate Voting Shares [Member] | |
Number of Warrants outstanding | 259,462,609 |
Warrants Exercisable | 259,462,609 |
Subordinate Voting Shares [Member] | Warrant [Member] | |
Weighted Average Exercise Price, issued | $4.29 |
Number of Warrants outstanding | 2,039,627 |
Weighted Average Remaining Life in Years | 10 months 25 days |
Warrants Exercisable | 2,039,627 |
Subordinate Voting Shares [Member] | Warrant One [Member] | |
Weighted Average Exercise Price, issued | $3.16 - $3.72 |
Number of Warrants outstanding | 9,737,782 |
Weighted Average Remaining Life in Years | 10 months 25 days |
Warrants Exercisable | 9,737,782 |
Subordinate Voting Shares [Member] | Warrant Two [Member] | |
Weighted Average Exercise Price, issued | $1.01 - $1.17 |
Number of Warrants outstanding | 3,346,161 |
Weighted Average Remaining Life in Years | 1 year 4 months 24 days |
Warrants Exercisable | 3,346,161 |
Subordinate Voting Shares [Member] | Warrant Three [Member] | |
Weighted Average Exercise Price, issued | $0.15 - $0.46 |
Number of Warrants outstanding | 244,339,039 |
Weighted Average Remaining Life in Years | 4 years |
Warrants Exercisable | 244,339,039 |
SHARE-BASED COMPENSATION (De_10
SHARE-BASED COMPENSATION (Details 9) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Weighted Average Risk Free Annual Interest Rate | 0.13% | 2.20% |
Weighted Average Expected Annual Dividend Yield | 0.00% | 0.00% |
Weighted Average Expected Stock Price Volatility | 92.06% | 88.19% |
Weighted Average Expected Life OF Warrants | 1 year | 1 year |
SHARE-BASED COMPENSATION (De_11
SHARE-BASED COMPENSATION (Details 10) | 1 Months Ended |
Jan. 29, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Weighted Average Risk Free Annual Interest Rate | 0.06% |
Weighted Average Expected Annual Dividend Yield | 0.00% |
Weighted Average Expected Stock Price Volatility | 175.50% |
Weighted Average Expected Life of Warrants | 1 year |
SHARE-BASED COMPENSATION (De_12
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Maturity date | 10 years | |
Wighted-average fair value of stock options granted | $ 0.17 | $ 1.34 |
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 Description | (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 | 724,645 | |
Ltip units vested and converted | 1,558,477 | 1,558,477 |
Granted an entitlement | $ 31,632,112 | $ 7,443,954 |
Restricted stock grants vested descriptions | 3,000,000 of the restricted stock units 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 | 6,244,589 | 974,103 |
Restricted Stock [Member] | ||
Weighted average number of shares restricted stock | 46,331 | |
Vested descriptions | Restricted stock units 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] | ||
Weighted average number of shares restricted stock | 131,859 | |
Vested descriptions | Restricted stock units 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] | ||
Weighted average number of shares restricted stock | 918,785 | |
Vested descriptions | Restricted stock units 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 units being fully vested on December 18, 2021. | |
Restricted Stock Three [Member] | ||
Weighted average number of shares restricted stock | 23,082 | |
Vested descriptions | Restricted stock units will vest on a straight-line basis, beginning on January 3, 2019, and concluding with all restricted stock units being fully vested on August 28, 2019. | |
Restricted Stock Four [Member] | ||
Weighted average number of shares restricted stock | 162,455 | |
Vested descriptions | Restricted stock units will vest as follows: 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 Five [Member] | ||
Weighted average number of shares restricted stock | 72,202 | |
Vested descriptions | Restricted stock units will vest as follows: 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 Six [Member] | ||
Weighted average number of shares restricted stock | 5,458,749 | |
Vested descriptions | Restricted stock units will vest as follows on the first anniversary of the grant date, December 10, 2020. | |
Restricted Stock Seveen [Member] | ||
Weighted average number of shares restricted stock | 1,885,408 | |
Vested descriptions | Restricted stock units will vest as follows: on the second anniversary of the grant date, July 30, 2021. | |
Restricted Stock Eight [Member] | ||
Weighted average number of shares restricted stock | 50,181 | |
Vested descriptions | Restricted stock units will vest as follows: on the first anniversary of the grant date, August 26, 2020. | |
Restricted Stock Nine [Member] | ||
Weighted average number of shares restricted stock | 49,616 | |
Vested descriptions | Restricted stock units will vest as follows: on August 1, 2021. | |
Restricted Stock Ten [Member] | ||
Weighted average number of shares restricted stock | 28,210,512 | |
Vested descriptions | Restricted stock units vest 37.5%, 12.5%, 37.5%, 12.5% on the 1st, 2nd, 3rd and 4th anniversary, respectively | |
MedMax Corp Redeemable Shares [Member] | Warrant One [Member] | ||
Warrants outstanding contractual life | 3 years 8 months 19 days | |
Subordinate Voting Shares [Member] | Warrant One [Member] | ||
Warrants outstanding contractual life | 3 years 10 months 6 days | |
Share Based Compensation [Member] | ||
Wighted-average fair value of stock options granted | $ 0.17 | $ 0.98 |
Weighted-average remaining contractual life | 5 years 4 months 24 days | 7 years 18 days |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Earnings Per Share [Abstract] | ||
Net Loss from Continuing Operations Attributable to Shareholders of MedMen Enterprises, Inc. | $ (111,993,197) | $ (177,313,705) |
Less: Deemed Dividend - Down Round Feature of Warrants | (6,364,183) | |
Net Loss from Continuing Operations Available to Shareholders of MedMen Enterprises, Inc. | (118,357,380) | (177,313,705) |
Net Income (Loss) from Discontinued Operations | (12,152,328) | (69,950,677) |
Total Net Loss | $ (130,509,708) | $ (247,264,382) |
Weighted-Average Shares Outstanding - Basic and Diluted | 530,980,011 | 270,418,842 |
Loss Per Share - Basic and Diluted: | ||
From Continuing Operations Attributable to Shareholders of MedMen Enterprises Inc. | $ (0.22) | $ (0.66) |
From Discontinued Operations Attributable to Shareholders of MedMen Enterprises Inc. | $ (0.02) | $ (0.26) |
OTHER OPERATING EXPENSE (Detail
OTHER OPERATING EXPENSE (Details) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Research and Development [Abstract] | ||
Loss on Disposals of Assets | $ 581,051 | $ (7,331,288) |
Restructuring and Reorganization Expense | 5,038,182 | 6,269,153 |
Loss on Settlement of Accounts Payable | 574,877 | 314,242 |
Gain on Lease Terminations | (17,748,368) | (319,163) |
Gain on Disposal of Assets Held For Sale | (12,338,123) | (8,439,967) |
Other (Income) Expense | (806,921) | 390,909 |
Total Other Operating Income | $ (24,699,302) | $ (9,116,114) |
PROVISION FOR INCOME TAXES AN_3
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Current: | ||
Federal | $ (21,675,826) | $ (20,173,107) |
State | (2,471,663) | (3,231,255) |
Total Current | (24,147,489) | (23,404,362) |
Deferred: | ||
Federal | 52,822,427 | 15,762,423 |
State | 12,153,888 | 4,241,991 |
Total Deferred | 64,976,315 | 20,004,414 |
Total Provision for Income Taxes | $ 40,828,826 | $ (3,399,948) |
PROVISION FOR INCOME TAXES AN_4
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES (Details 1) - Deferred Tax Assets [Member] - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 |
Regulatory Assets [Line Items] | ||
Sale and Leaseback | $ 1,209,397 | $ 1,378,229 |
Net Operating Loss | 18,947,040 | 14,773,963 |
Notes Payable | 16,156,489 | 16,156,489 |
Fair Value of Investments | 797,641 | 1,019,919 |
Lease Liability | 23,036,902 | 30,545,899 |
Held for Sale | 5,167,362 | 16,580,885 |
Total Deferred Tax Assets | 65,314,831 | 80,455,384 |
Total Valuation Allowance | (43,164,332) | (49,939,139) |
Net Deferred Tax Assets | 22,150,499 | 30,516,245 |
Property, Plant & Equipment | (18,492,895) | (25,286,947) |
Intangible Assets | (28,243,281) | (37,731,096) |
Senior Secured Convertible Credit Facility | (17,171,778) | (9,420,472) |
Leases | (10,546,564) | (14,974,482) |
Total Deferred Tax Liabilities | (74,454,518) | (87,412,997) |
Net Deferred Tax Liabilities | $ (52,304,019) | $ (56,896,752) |
PROVISION FOR INCOME TAXES AN_5
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected Income Tax Benefit at Statutory Tax Rate | $ (32,381,541) | $ (113,915,623) |
Section 280E Permanent and Other Non-Deductible Items | 30,846,236 | 89,883,278 |
State Rate | 1,878,787 | 2,471,663 |
Tax Gain on Sale Leaseback | 8,377,927 | |
Effect of GAAP Impairment | (37,651,440) | |
Effect of Held for Sale | 11,413,523 | (16,580,885) |
Effect of ASC 842 | 3,056,613 | (15,571,417) |
Benefit on Recognized California Net Operating Loss | (9,268,041) | (2,935,116) |
Interest and Penalties on Uncertain Tax Positions | 4,629,178 | |
Valuation Allowance | (6,774,807) | 45,092,787 |
Reported Income Tax Expense (Benefit) | $ 3,399,948 | $ (40,828,826) |
Effective Tax Rate | (205.00%) | 709.00% |
PROVISION FOR INCOME TAXES AN_6
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES (Details 3) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance at Beginning of Year | $ 15,016,935 | $ 6,575,181 |
Increase in Balance Related to Tax Positions Taken During the Year | 447,250 | 8,441,754 |
Balance at End of Year | $ 15,464,185 | $ 15,016,935 |
PROVISION FOR INCOME TAXES AN_7
PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes and deferred income taxes description | The Company has approximately gross $8,500,000 (tax effected $2,300,000) of Canadian non-capital losses and $6,915,000 (tax effected $1,833,000) of Share Issuance cost 20(1)(e) balance. The loss tax attribute has been determined to be more likely than not that the tax attribute would not yield any tax benefit. As such, the Company has recorded a full valuation allowance against the benefit. Since IRC Section 280E was not applied in the California Franchise Tax returns, the Company has approximately $173,600,000 of gross California net operating losses which begin expiring in 2038 as of June 27, 2020. 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 $15,200,000 will not be realized. | |
Gross unrecognized tax benefits | $ 20,093,363 | $ 20,093,363 |
Interest and penalties | $ 900,000 | $ 3,800,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - 12 months ended Jun. 26, 2021 | USD ($)shares | CAD ($) |
Claim was settled | $ 575,000 | |
Payments for Legal Disputes Settlements | $ 2,400,000 | |
Seeking the issuance | shares | 51,716,141 | |
Seeking damages | $ 11,000,000 | |
Accrued damages | 584,000 | |
Identified in the claim estimated | $ 5,200,000 | |
Class B Subordinate Voting Shares [Member] | ||
Claim was settled | $ 250,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jul. 27, 2020 | |
Restructuring support fees paid | $ 3,113,364 | |
Lynch [Member] | ||
Stock option received | 124,868 | |
Bossidy [Member] | ||
Stock option received | 124,868 | |
Other [Member] | ||
Due to other related party | $ 1,476,921 | |
Due to related party | $ 1,476,221 | |
FundLP [Member] | ||
Due from related party | 1,289,513 | |
Due to related party | 1,986,697 | |
Fund LP II [Member] | ||
Due from related party | 1,820,204 | |
Due to related party | $ 1,093,896 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 13,536,521 | $ 17,441,970 |
Cost of goods sold | 7,513,731 | 11,456,357 |
Gross Profit | 6,022,790 | 5,985,613 |
Expenses: | ||
General and Administrative | 9,428,277 | 14,438,438 |
Sales and Marketing | 24,472 | 55,182 |
Depreciation and Amortization | 1,811,038 | 3,816,563 |
Impairment Expense | 960,692 | 39,506,708 |
(Gain) Loss on Disposal of Assets and Other Expense (Income) | (11,885,805) | 7,469,037 |
Total Expenses | 338,674 | 65,285,928 |
Income (Loss) from Operations | 5,684,116 | (59,300,315) |
Other Expense (Income): | ||
Interest Expense | 10,377,218 | 6,183,834 |
Interest Income | (1,545) | |
Amortization of Debt Discount and Loan Origination Fees | 5,895,011 | 4,362,226 |
Total Other Expense | 16,270,684 | 10,546,060 |
Loss from Discontinued Operations Before Provision for Income Taxes | (10,586,568) | (69,846,375) |
Provision for Income Tax Expense | (1,565,760) | (104,302) |
Net Loss from Discontinued Operations | $ (12,152,328) | $ (69,950,677) |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details 1) - USD ($) | Jun. 26, 2021 | Jun. 27, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Cash and Cash Equivalents | $ 901,886 | $ 1,018,158 | |
Restricted Cash | 5,280 | 8,844 | |
Accounts Receivable and Prepaid Expenses | 233,860 | 106,808 | |
Inventory | 4,899,281 | 5,285,844 | |
Other Current Assets | 18,444 | ||
TOTAL CURRENT ASSETS | [1] | 6,438,098 | |
Property and Equipment, Net | 12,682,787 | 12,772,572 | |
Operating Lease Right-of-Use Assets | 19,136,500 | 21,218,027 | |
Intangible Assets, Net | 10,582,559 | 15,307,700 | |
Goodwill | 959,692 | ||
Other Assets | 456,945 | 1,595,799 | |
TOTAL NON-CURRENT ASSETS (1) | [1] | 51,853,790 | |
TOTAL ASSETS OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE | 48,899,098 | 58,291,888 | |
Carraying Amounts of the Liabilities Included in Liabilities Held For Sale | |||
Accounts Payable and Accrued Liabilities | 3,082,031 | 4,463,431 | |
Income Taxes Payable | 1,535,627 | ||
Other Current Liabilities | 124,663 | 11,860 | |
Current Portion of Operating Lease Liabilities | 2,326,002 | 1,629,282 | |
Current Portion of Finance Lease Liabilities | 825 | ||
TOTAL CURRENT LIABILITIES (1) | [1] | 6,104,573 | |
Operating Lease Liabilities, Net of Current Portion | 349,244 | 20,359,826 | |
Finance Lease Liabilities, Net of Current Portion | 20,272,057 | ||
Deferred Tax Liabilities | 5,457,753 | 13,338,464 | |
TOTAL NON-CURRENT LIABILITIES (1) | [1] | 33,698,290 | |
TOTAL LIABILITIES OF THE DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE | $ 33,148,202 | $ 39,802,863 | |
[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 26, 2021 because it is probable that the sale will occur and proceeds will be collected within one year. |
DISCONTINUED OPERATIONS (Deta_3
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
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 | 16,199,865 | $ 10,542,120 |
Revenues | 11,316,081 | 6,319,028 |
Net loss | (12,350,388) | (21,572,840) |
Depreciation expense | $ 1,158,886 | $ 370,790 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Aug. 17, 2021USD ($)$ / shares | |
Subscription Agreements [Member] | Serruya Private Equity [Member] | |
Subsequent Event [Line Items] | |
Purchase price | $ | $ 100,000,000 |
Purchase price per share | $ 0.24 |
Exercise price of warrants | $ 0.288 |
Fees | $ | $ 2,500,000 |
Deemed price | $ 0.24 |
Warrant expiration date | Dec. 31, 2021 |
Conversion price | $ 0.24 |
Warrants description | The Short-Term Warrant entitles the holders to acquire, at the option of the holders and upon payment of $30,000,000, an aggregate of 125,000,000 Units at an exercise price of $0.24 (C$0.32) per Unit, or $30,000,000 principal amount of notes at par, convertible into 125,000,000 Shares at a conversion price of $0.24 (C$0.32) per Share. |
Senior Secured Convertible Credit Facility [Member] | |
Subsequent Event [Line Items] | |
Principal amount | $ | $ 165,800,000 |