Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | POS AM |
Amendment Flag | false |
Entity Registrant Name | TRULIEVE CANNABIS CORP. |
Entity Central Index Key | 0001754195 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 213,574 | $ 146,713 | $ 91,813 |
Accounts receivable, net | 8,487 | 308 | |
Inventories, net | 133,874 | 98,312 | 65,981 |
Income tax receivable, net | 3,978 | 0 | |
Prepaid expenses and other current assets | 25,791 | 16,119 | 7,678 |
Total current assets | 385,704 | 261,452 | 165,471 |
Property and equipment, net | 501,109 | 314,045 | 144,748 |
Right of use assets—operating, net | 45,753 | 30,076 | 22,045 |
Right of use assets—finance, net | 58,393 | 36,904 | 19,088 |
Intangible assets, net | 161,282 | 93,800 | 30,036 |
Goodwill | 111,721 | 74,100 | 7,316 |
Other assets | 12,077 | 7,528 | 949 |
TOTAL ASSETS | 1,276,039 | 817,905 | 385,996 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 62,769 | 41,903 | 24,308 |
Income tax payable | 0 | 5,875 | 8,327 |
Deferred revenue | 4,082 | 7,178 | 2,404 |
Notes payable—current portion | 6,000 | 2,000 | 2,000 |
Notes payable—related party—current portion | 12,000 | 12,011 | 924 |
Warrant Liability | 9,892 | ||
Operating lease liabilities—current portion | 4,264 | 3,277 | 2,541 |
Finance lease liabilities—current portion | 5,354 | 3,877 | 2,272 |
Total current liabilities | 94,469 | 76,121 | 52,667 |
Long-term liabilities: | |||
Notes payable | 0 | 4,000 | 4,000 |
Notes Payable—Related Party | 11,979 | ||
Operating lease liabilities | 43,657 | 28,120 | 20,601 |
Finance lease liabilities | 57,234 | 35,058 | 17,168 |
Private placement notes liabilities, net | 119,478 | 117,165 | |
Other long-term liabilities | 6,438 | 3,915 | 118,256 |
Construction finance liabilities | 92,021 | 82,047 | 22,956 |
Deferred tax liability | 40,099 | 23,575 | 5,486 |
TOTAL LIABILITIES | 453,396 | 370,001 | 253,114 |
Common stock, no par value; unlimited shares authorized, 129,531,207 and 119,573,998 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 0 | 0 | 0 |
Additional paid-in-capital | 613,379 | 328,214 | 76,192 |
Warrants | 52,570 | ||
Accumulated earnings | 209,264 | 119,690 | 56,691 |
TOTAL SHAREHOLDERS' EQUITY | 822,643 | 447,904 | 132,883 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 1,276,039 | 817,905 | 385,996 |
Previously Reported [Member] | |||
Current assets: | |||
Prepaid expenses and other current assets | 19,815 | ||
Total current assets | 265,148 | ||
Property and equipment, net | 317,701 | ||
Right of use assets—operating, net | 28,171 | ||
Intangible assets, net | 90,144 | $ 26,380 | |
Other assets | 3,944 | ||
TOTAL ASSETS | 816,112 | ||
Current liabilities: | |||
Accounts payable and accrued liabilities | 41,902 | ||
Operating lease liabilities—current portion | 3,154 | ||
Total current liabilities | 75,998 | ||
Long-term liabilities: | |||
Operating lease liabilities | 26,450 | ||
Other long-term liabilities | 121,080 | ||
TOTAL LIABILITIES | 368,208 | ||
Additional paid-in-capital | 275,644 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 816,112 |
Unaudited Interim Condensed C_2
Unaudited Interim Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Financial Position [Abstract] | |||
Accounts receivable,allowance for doubtful accounts | $ 5,000 | $ 5,000 | |
Common stock, no par value | $ 0 | $ 0 | $ 0 |
Common stock, shares authorized, unlimited [Fixed List] | Unlimited | Unlimited | Unlimited |
Common stock, shares issued | 129,531,207 | 119,573,998 | 110,346,346 |
Common stock, shares outstanding | 129,531,207 | 119,573,998 | 110,346,346 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||||||
Revenues, net of discounts | $ 224,092 | $ 136,274 | $ 633,037 | $ 353,096 | $ 521,533 | $ 252,819 | $ 102,817 |
Cost of goods sold | 70,147 | 34,097 | 199,345 | 86,557 | 135,116 | 60,982 | 22,385 |
Gross profit | 153,945 | 102,177 | 433,692 | 266,539 | 386,418 | 191,837 | 80,431 |
Expenses: | |||||||
Sales and marketing | 51,724 | 30,890 | 142,858 | 80,764 | 119,395 | 59,349 | 25,050 |
General and administrative | 28,218 | 8,502 | 55,869 | 22,696 | 36,056 | 14,071 | 19,156 |
Depreciation and amortization | 7,728 | 3,314 | 19,829 | 8,612 | 12,600 | 5,079 | 1,138 |
Total expenses | 87,670 | 42,706 | 218,556 | 112,072 | 168,051 | 78,499 | 45,344 |
Income from operations | 66,275 | 59,471 | 215,136 | 154,467 | 218,367 | 113,338 | 35,088 |
Other income (expense): | |||||||
Interest expense, net | (6,145) | (5,352) | (20,693) | (16,566) | (20,237) | (9,050) | (2,103) |
Other (expense) income, net | 89 | (10,756) | 385 | (10,827) | (40,680) | (607) | 60 |
Total other expense | (6,056) | (16,108) | (20,308) | (27,393) | (60,917) | (9,658) | (2,044) |
Income before provision for income taxes | 60,219 | 43,363 | 194,828 | 127,074 | 157,450 | 103,680 | 33,044 |
Provision for income taxes | 41,603 | 25,948 | 105,254 | 67,116 | 94,451 | 50,586 | 22,151 |
Net income and comprehensive income | $ 18,616 | $ 17,415 | $ 89,574 | $ 59,958 | $ 62,999 | $ 53,094 | $ 10,893 |
Basic net income per common share | $ 0.15 | $ 0.16 | $ 0.73 | $ 0.54 | $ 0.55 | $ 0.48 | $ 0.11 |
Diluted net income per common share | $ 0.14 | $ 0.15 | $ 0.68 | $ 0.52 | $ 0.53 | $ 0.46 | $ 0.11 |
Weighted average number of common shares used in computing net income per common share: | |||||||
Basic | 128,146,298 | 112,039,640 | 122,983,729 | 111,824,816 | 113,572,379 | 110,206,103 | 101,697,002 |
Diluted | 136,909,266 | 117,949,224 | 130,927,083 | 115,998,704 | 118,325,724 | 115,317,942 | 103,201,127 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Previously Reported [Member] | PurePenn, LLC | Mountaineer Holding, LLC | Keystone Relief Centers LLC | Nature's Remedy of Massachusetts, Inc. | Solevo Wellness West Virginia, LLC | PCMV | Key Stone Shops [Member] | Super Voting Shares | Multiple Voting Shares | Subordinate Voting Shares | Subordinate Voting SharesPurePenn, LLC | Subordinate Voting SharesMountaineer Holding, LLC | Subordinate Voting SharesNature's Remedy of Massachusetts, Inc. | Subordinate Voting SharesSolevo Wellness West Virginia, LLC | Subordinate Voting SharesPCMV | Subordinate Voting SharesKey Stone Shops [Member] | Common Shares | Common SharesPurePenn, LLC | Common SharesMountaineer Holding, LLC | Common SharesNature's Remedy of Massachusetts, Inc. | Common SharesSolevo Wellness West Virginia, LLC | Common SharesPCMV | Common SharesKey Stone Shops [Member] | Additional Paid-in-Capital | Additional Paid-in-CapitalPreviously Reported [Member] | Additional Paid-in-CapitalPurePenn, LLC | Additional Paid-in-CapitalMountaineer Holding, LLC | Additional Paid-in-CapitalKeystone Relief Centers LLC | Additional Paid-in-CapitalNature's Remedy of Massachusetts, Inc. | Additional Paid-in-CapitalSolevo Wellness West Virginia, LLC | Additional Paid-in-CapitalPCMV | Additional Paid-in-CapitalKey Stone Shops [Member] | Warrants | Accumulated Earnings |
Beginning Balance at Dec. 31, 2017 | $ 4,160 | $ 11,456 | $ 0 | $ (7,296) | ||||||||||||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2017 | 85,246,600 | 13,436,800 | 0 | 98,683,400 | ||||||||||||||||||||||||||||||||
Share-based compensation | 15,020 | 15,020 | ||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise | 1,489 | 1,489 | ||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 321,268 | 321,268 | ||||||||||||||||||||||||||||||||||
Conversion of warrants to Subordinate Voting Shares | 200 | |||||||||||||||||||||||||||||||||||
Issuance of Common Stock as Debt Discount | 200 | 200 | ||||||||||||||||||||||||||||||||||
Additional Contribution from the Issuance of Below Market Interest Debt | 46 | 46 | ||||||||||||||||||||||||||||||||||
Issuance of Shares Subscription Receipt Offering, Net | 45,948 | 45,948 | ||||||||||||||||||||||||||||||||||
Issuance of Shares Subscription Receipt Offering, Net (in shares) | 3,573,450 | 7,354,050 | 10,927,500 | |||||||||||||||||||||||||||||||||
Broker Warrants Issued in Reverse Takeover Transaction | 1,519 | 1,519 | ||||||||||||||||||||||||||||||||||
Net Consideration Provided in Reverse Takeover Transaction | (460) | (460) | ||||||||||||||||||||||||||||||||||
Net Consideration Provided in Reverse Takeover Transaction (in shares) | 200,000 | 200,000 | ||||||||||||||||||||||||||||||||||
Conversions of Super and Multiple Voting Shares to Subordinate Voting Shares (in shares) | (3,259,799) | 3,259,799 | ||||||||||||||||||||||||||||||||||
Net income and comprehensive income | 10,893 | 10,893 | ||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2018 | 78,814 | 75,218 | 0 | 3,596 | ||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2018 | 85,246,600 | 13,750,451 | 11,135,117 | 110,132,168 | ||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise | 964 | 964 | ||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 214,178 | 214,178 | ||||||||||||||||||||||||||||||||||
Additional Contribution from the Issuance of Below Market Interest Debt | 10 | 10 | ||||||||||||||||||||||||||||||||||
Conversions of Super and Multiple Voting Shares to Subordinate Voting Shares (in shares) | (17,433,300) | (7,089,077) | 24,522,377 | |||||||||||||||||||||||||||||||||
Net income and comprehensive income | 53,094 | 53,094 | ||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | 132,883 | 76,192 | 0 | 56,691 | ||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 67,813,300 | 6,661,374 | 35,871,672 | 110,346,346 | ||||||||||||||||||||||||||||||||
Share-based compensation | 1,222 | 1,222 | ||||||||||||||||||||||||||||||||||
Net income and comprehensive income | 23,605 | 23,605 | ||||||||||||||||||||||||||||||||||
Ending Balance at Mar. 31, 2020 | 157,710 | 77,414 | 80,296 | |||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 67,813,300 | 6,661,374 | 35,871,672 | 110,346,346 | ||||||||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2019 | 132,883 | 76,192 | 0 | 56,691 | ||||||||||||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 67,813,300 | 6,661,374 | 35,871,672 | 110,346,346 | ||||||||||||||||||||||||||||||||
Net income and comprehensive income | 59,958 | |||||||||||||||||||||||||||||||||||
Ending Balance at Sep. 30, 2020 | 289,735 | 173,086 | 116,649 | |||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 58,182,500 | 1,476,959 | 58,134,478 | 117,793,937 | ||||||||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2019 | 132,883 | 76,192 | 0 | 56,691 | ||||||||||||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 67,813,300 | 6,661,374 | 35,871,672 | 110,346,346 | ||||||||||||||||||||||||||||||||
Share-based compensation | 2,765 | 2,765 | ||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise | 11,459 | 11,459 | ||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 2,723,411 | 2,723,411 | ||||||||||||||||||||||||||||||||||
Contingent consideration payable in shares | 65,000 | 65,000 | ||||||||||||||||||||||||||||||||||
Shares issued for acquisition | $ 37,000 | $ 37,000 | ||||||||||||||||||||||||||||||||||
Shares issued for acquisition (in shares) | 1,780,061 | 1,780,061 | ||||||||||||||||||||||||||||||||||
Conversion of Multiple Voting to Subordinate Voting Shares | (9,630,800) | (5,222,337) | 14,853,137 | |||||||||||||||||||||||||||||||||
Reclassification of Warrants to Equity | $ 52,570 | 52,570 | ||||||||||||||||||||||||||||||||||
Exercise of Stock Options (in shares) | 9,180 | 9,180 | 9,180 | |||||||||||||||||||||||||||||||||
Issuance of Shares in Private Placement, Net of Issuance Costs (in shares) | 4,715,000 | 4,715,000 | ||||||||||||||||||||||||||||||||||
Issuance of Shares in Private Placement, Net of Issuance Costs | $ 83,228 | 83,228 | ||||||||||||||||||||||||||||||||||
Net income and comprehensive income | 62,999 | 62,999 | ||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2020 | 447,904 | 328,214 | $ 275,644 | 52,570 | 119,690 | |||||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 58,182,500 | 1,439,037 | 59,952,461 | 119,573,998 | ||||||||||||||||||||||||||||||||
Beginning Balance at Mar. 31, 2020 | 157,710 | 77,414 | 80,296 | |||||||||||||||||||||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2020 | 67,813,300 | 6,661,374 | 35,871,672 | 110,346,346 | ||||||||||||||||||||||||||||||||
Share-based compensation | 462 | 462 | ||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise | 11,458 | 11,458 | ||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 2,723,311 | 2,723,311 | ||||||||||||||||||||||||||||||||||
Net income and comprehensive income | 18,938 | 18,938 | ||||||||||||||||||||||||||||||||||
Ending Balance at Jun. 30, 2020 | 188,568 | 89,334 | 99,234 | |||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 67,813,300 | 6,661,374 | 38,594,983 | 113,069,657 | ||||||||||||||||||||||||||||||||
Share-based compensation | 523 | 523 | ||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise | 1 | 1 | ||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 100 | 100 | ||||||||||||||||||||||||||||||||||
Conversion of Super Voting Shares to Subordinate Voting Shares (in shares) | (5,184,415) | 5,184,415 | ||||||||||||||||||||||||||||||||||
Conversions of Super and Multiple Voting Shares to Subordinate Voting Shares (in shares) | (9,630,800) | 9,630,800 | ||||||||||||||||||||||||||||||||||
Exercise of Stock Options (in shares) | 9,180 | 9,180 | ||||||||||||||||||||||||||||||||||
Issuance of Shares in Private Placement, Net of Issuance Costs (in shares) | 4,715,000 | 4,715,000 | ||||||||||||||||||||||||||||||||||
Issuance of Shares in Private Placement, Net of Issuance Costs | 83,228 | 83,228 | ||||||||||||||||||||||||||||||||||
Net income and comprehensive income | 17,415 | 17,415 | ||||||||||||||||||||||||||||||||||
Ending Balance at Sep. 30, 2020 | 289,735 | 173,086 | 116,649 | |||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 58,182,500 | 1,476,959 | 58,134,478 | 117,793,937 | ||||||||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | 447,904 | 328,214 | 275,644 | 52,570 | 119,690 | |||||||||||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 58,182,500 | 1,439,037 | 59,952,461 | 119,573,998 | ||||||||||||||||||||||||||||||||
Share-based compensation | 741 | 741 | ||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise | 6,861 | 6,861 | ||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 469,133 | 469,133 | ||||||||||||||||||||||||||||||||||
Conversion of warrants to subordinate voting shares (in shares) | 133,408 | 133,408 | ||||||||||||||||||||||||||||||||||
Conversion of Multiple Voting to Subordinate Voting Shares | (117,668) | 117,668 | ||||||||||||||||||||||||||||||||||
Conversion of Super Voting Shares to Subordinate Voting Shares (in shares) | (3,021,100) | 3,021,100 | ||||||||||||||||||||||||||||||||||
Conversion of Super Voting Shares to Multiple Voting Shares (in shares) | (55,161,400) | 55,161,400 | ||||||||||||||||||||||||||||||||||
Net income and comprehensive income | 30,078 | 30,078 | ||||||||||||||||||||||||||||||||||
Ending Balance at Mar. 31, 2021 | 485,584 | 335,816 | 149,768 | |||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 56,482,769 | 63,693,770 | 120,176,539 | |||||||||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | $ 447,904 | 328,214 | $ 275,644 | $ 52,570 | 119,690 | |||||||||||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 58,182,500 | 1,439,037 | 59,952,461 | 119,573,998 | ||||||||||||||||||||||||||||||||
Exercise of Stock Options (in shares) | 36,787 | |||||||||||||||||||||||||||||||||||
Net income and comprehensive income | $ 89,574 | |||||||||||||||||||||||||||||||||||
Ending Balance at Sep. 30, 2021 | 822,643 | 613,379 | 209,264 | |||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 54,919,596 | 74,611,611 | 129,531,207 | |||||||||||||||||||||||||||||||||
Beginning Balance at Mar. 31, 2021 | 485,584 | 335,816 | 149,768 | |||||||||||||||||||||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 56,482,769 | 63,693,770 | 120,176,539 | |||||||||||||||||||||||||||||||||
Share-based compensation | 744 | 744 | ||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise | 811 | 811 | ||||||||||||||||||||||||||||||||||
Shares issued for cash - warrant exercise (in shares) | 100,400 | 100,400 | ||||||||||||||||||||||||||||||||||
Common stock issued upon cashless warrant exercise (in shares) | 661,614 | 661,614 | ||||||||||||||||||||||||||||||||||
Tax withholding related to net share settlement of equity awards | (595) | (595) | ||||||||||||||||||||||||||||||||||
Tax withholding related to net share settlement of equity awards (in shares) | (15,734) | (15,734) | ||||||||||||||||||||||||||||||||||
Issuance of shares in offering, net of issuance costs | 217,896 | 217,896 | ||||||||||||||||||||||||||||||||||
Issuance of shares in offering, net of issuance costs (in shares) | 5,750,000 | 5,750,000 | ||||||||||||||||||||||||||||||||||
Contingent consideration payable in shares | (2,800) | (2,800) | ||||||||||||||||||||||||||||||||||
Adjustment of fair value of equity consideration | $ 2,711 | $ 1,004 | $ 2,711 | $ 1,004 | ||||||||||||||||||||||||||||||||
Shares issued for acquisition | $ 2,470 | $ 9,140 | $ 445 | $ 2,470 | $ 9,140 | $ 445 | ||||||||||||||||||||||||||||||
Shares issued for acquisition (in shares) | 60,342 | 237,881 | 11,658 | 60,342 | 237,881 | 11,658 | ||||||||||||||||||||||||||||||
Conversion of warrants to Subordinate Voting Shares | 0 | |||||||||||||||||||||||||||||||||||
Conversion of warrants to subordinate voting shares (in shares) | (21,673) | 21,673 | ||||||||||||||||||||||||||||||||||
Net income and comprehensive income | 40,880 | 40,880 | ||||||||||||||||||||||||||||||||||
Ending Balance at Jun. 30, 2021 | 758,290 | $ 756,235 | 567,642 | 190,648 | ||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 56,461,096 | 70,521,604 | 126,982,700 | |||||||||||||||||||||||||||||||||
Share-based compensation | 732 | 732 | ||||||||||||||||||||||||||||||||||
Common stock issued upon cashless warrant exercise (in shares) | 1,280,965 | 1,280,965 | ||||||||||||||||||||||||||||||||||
Tax withholding related to net share settlement of equity awards | (392) | (392) | ||||||||||||||||||||||||||||||||||
Tax withholding related to net share settlement of equity awards (in shares) | (21,151) | (21,151) | ||||||||||||||||||||||||||||||||||
Shares issued for acquisition | $ 10,012 | $ 35,385 | $ 10,012 | $ 35,385 | ||||||||||||||||||||||||||||||||
Shares issued for acquisition (in shares) | 258,383 | 1,009,336 | 258,383 | 1,009,336 | ||||||||||||||||||||||||||||||||
Conversions of Super and Multiple Voting Shares to Subordinate Voting Shares (in shares) | (1,541,500) | 1,541,500 | ||||||||||||||||||||||||||||||||||
Exercise of Stock Options (in shares) | 20,974 | 20,974 | ||||||||||||||||||||||||||||||||||
Net income and comprehensive income | 18,616 | 18,616 | ||||||||||||||||||||||||||||||||||
Ending Balance at Sep. 30, 2021 | $ 822,643 | $ 613,379 | $ 209,264 | |||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 54,919,596 | 74,611,611 | 129,531,207 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flow from operating activities | |||||
Net income and comprehensive income | $ 89,574 | $ 59,958 | $ 62,999 | $ 53,094 | $ 10,893 |
Adjustments to reconcile net income and comprehensive income to net cash provided by operating activities: | |||||
Depreciation and amortization | 19,829 | 8,612 | 12,600 | 5,079 | 1,138 |
Depreciation and amortization included in cost of goods sold | 14,396 | 7,424 | 11,542 | 7,992 | 1,968 |
Non-cash interest expense | 2,313 | 2,142 | 2,889 | 849 | |
Loss from Sale of Property and Equipment | (5) | 63 | 63 | 67 | 46 |
Amortization of operating lease right of use assets | 3,216 | 2,383 | 6,045 | 2,733 | |
Share-based compensation | 2,217 | 2,208 | 2,765 | 15,020 | |
Accretion of construction finance liability | 1,097 | 617 | |||
Loss on fair value of warrants | 12,782 | 42,679 | 806 | ||
Deferred income tax expense | (2,111) | (2,324) | (4,887) | (908) | (546) |
Changes in operating assets and liabilities: | |||||
Inventories | (33,796) | (11,687) | (22,534) | (54,481) | (18,751) |
Accounts receivable | (8,179) | 1,109 | |||
Prepaid expenses and other current assets | (9,412) | (6,915) | (11,670) | (5,224) | (2,271) |
Other assets | (4,509) | (5,790) | (2,517) | 147 | (1,096) |
Income tax payable / receivable | (12,745) | 1,911 | (2,452) | (6,735) | 13,926 |
Accounts payable and accrued liabilities | 17,853 | 1,303 | 1,002 | 13,587 | 1,056 |
Operating lease liabilities | (1,906) | (2,054) | (4,764) | (2,825) | |
Deferred revenue | (3,096) | 2,207 | 4,774 | 977 | 1,412 |
Other long-term liabilities | 344 | 3,915 | 723 | ||
Net cash provided by operating activities | 75,080 | 72,840 | 99,643 | 19,073 | 23,517 |
Cash flow from investing activities | |||||
Purchases of property and equipment | (190,907) | (61,359) | (99,941) | (71,834) | (42,561) |
Purchases of property and equipment related to construction finance liability | (8,877) | (27,381) | |||
Purchases of Property and Equipment from Construction | (41,116) | (2,571) | |||
Cash paid for internal use software | (3,587) | (887) | |||
Acquisitions, net of cash acquired | (29,924) | (27,923) | (19,825) | (7,644) | |
Capitalized interest | (4,355) | (2,090) | (4,803) | (471) | (980) |
Proceeds from Sale of Property and Equipment | 8 | 16 | 16 | 29 | 129 |
Net cash used in investing activities | (237,642) | (90,814) | (174,654) | (94,673) | (51,055) |
Cash flow from financing activities | |||||
Proceeds from Issuance of Notes Payable | 6,040 | ||||
Proceeds from Issuance of Notes Payable—Related Party | 11,357 | ||||
Proceeds from Debt Financings, Net of Discounts and Accrued Interest | 122,215 | ||||
Proceeds from share warrant exercise | 7,672 | 11,459 | 11,459 | 964 | 1,289 |
Proceeds from construction finance liability | 8,877 | 28,582 | 41,116 | 23,071 | |
Payments on Construction Finance Liability | (4,951) | (115) | |||
Payments on Issuance of Shares for Reverse Transaction | (460) | ||||
Payments on Notes Payable | (6,000) | ||||
Proceeds from shares issued pursuant to private placement | 217,896 | 83,228 | 83,228 | 47,467 | |
Payments on finance lease obligations | (4,024) | (2,824) | (1,633) | (454) | |
Payments on notes payable - related party | (11) | (907) | (941) | (1,520) | (8,677) |
Payments for taxes related to net share settlement of equity awards | (987) | ||||
Net cash provided by financing activities | 229,423 | 119,538 | 129,911 | 142,982 | 50,561 |
Net increase in cash and cash equivalents | 66,861 | 101,564 | 54,900 | 67,383 | 23,023 |
Cash and cash equivalents, beginning of period | 146,713 | 91,813 | 91,813 | 24,430 | 1,407 |
Cash and cash equivalents, end of period | 213,574 | 193,377 | 146,713 | 91,813 | 24,430 |
Supplemental disclosure of cash flow information | |||||
Interest | 22,653 | 12,798 | 22,135 | 7,417 | 2,948 |
Income taxes | 120,365 | 70,996 | 105,248 | 43,658 | 8,195 |
Other noncash investing and financing activities | |||||
Shares Issued for PurePenn and Solevo Acquisition | 57,452 | 37,000 | |||
Shares Reserved for PurePenn and Solevo Acquisition | 65,000 | ||||
Purchase of Property and Equipment Financed with Notes Payable - Related Party | 257 | 3,095 | |||
Adjustment to PurePenn, LLC and Keystone Relief Centers, LLC contingent consideration | 2,800 | ||||
ASC 842 lease additions - operating and finance leases | 43,748 | 23,096 | |||
Shares issued for acquisitions | 57,452 | 37,000 | |||
Purchase of property and equipment financed with accounts payable | $ 16,148 | $ 7,167 | 13,613 | 6,516 | 4,697 |
Property and Equipment Acquired via Finance Leases | $ 24,165 | 19,883 | 1,406 | ||
Transfer of Shares Treated as a Debt Discount | 200 | ||||
Debt Discount related to Below Market Interest Debt | $ 10 | $ 46 |
The Company
The Company | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
The Company | NOTE 1. THE COMPANY Trulieve Cannabis Corp. (together with its subsidiaries, “Trulieve” or the “Company”) was incorporated in British Columbia, Canada. Trulieve (through its wholly-owned subsidiaries) is a vertically integrated cannabis company which, as of September 30, 2021, held licenses to operate in Florida, Massachusetts, California, Connecticut, Pennsylvania and West Virginia, to cultivate, produce, and sell medicinal-use adult-use adult-use In July 2018, Trulieve, Inc. entered into a non-binding The Company’s head office is located Tallahassee, Florida. The Company’s registered office is located in British Columbia. The Company is listed on the Canadian Securities Exchange (the “CSE”) and began trading on September 24, 2018 under the ticker symbol “TRUL”, and trades on the OTCQX market under the symbol “TCNNF”. | 1. NATURE OF OPERATIONS Trulieve Cannabis Corp. (“Trulieve” or the “Company”) together with its subsidiaries was incorporated in British Columbia, Canada. Trulieve (through its wholly-owned licensed subsidiary, Trulieve, Inc.) is a vertically integrated cannabis company which currently operates under licenses in six states Florida, Massachusetts, California, Connecticut and Pennsylvania to cultivate, produce, and sell medicinal-use In July 2018, Trulieve, Inc. entered into a non-binding See “Note 3—Acquisitions” th The Company’s head office and principal address is located at 6749 Ben Bostic Road, Quincy, Florida 32351.The Company’s registered office is located at Suite 2800, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2Z7. The Company is listed on the Canadian Securities Exchange (the “CSE”) and began trading on September 24, 2018 under the ticker symbol “TRUL”. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | NOTE 2. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the consolidated financial condition, results of operations, comprehensive income, statement of shareholders’ equity, and cash flows of the Company for the interim periods presented. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the current year ending December 31, 2021. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2020 and 2019 (“2020 audited consolidated financial statements”). The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC and the instructions to Form 10-Q. Revision of Previously Issued Financial Statements During the quarter ended September 30, 2021, the Company identified an error in its accounting for leases which was due to the lack of a complete lease population and the conclusions reached for the commencement date for leases not aligning with the possession date of the associated right of use asset. This resulted in an understatement of the associated right of use assets and the associated lease liabilities. The Company also identified a misstatement related to the accounting for asset acquisitions that were consummated during the three months ended June 30, 2021, which was due to the Company initially valuing the equity consideration transferred using the contract value whereas the fair value as of the closing date should have been used. This resulted in an understatement of intangible assets, an understatement of the associated deferred tax liabilities and an understatement of additional paid-in-capital. To correct the immaterial misstatements, during the quarter ended September 30, 2021, the Company elected to revise its previously issued interim unaudited condensed consolidated balance sheet as of June 30, 2021 and March 31, 2021 as well as the previously issued 2020 condensed consolidated balance sheet. The revision of the historical interim unaudited condensed consolidated balance sheet includes the correction of these immaterial misstatements as well as other previously identified balance sheet misclassifications. Accordingly, the accompanying interim unaudited condensed consolidated balance sheet and relevant footnotes in this Quarterly Report on Form 10-Q 10-Q. The The impact of the revision on the Company’s interim unaudited condensed consolidated balance sheet as of June 30, 2021 is reflected in the following table: Balance Sheet as of June 30, 2021 (unaudited) As Previously Adjustment As Revised Prepaid expenses and other current assets $ 28,313 $ (4,249 ) $ 24,064 Total current assets 442,090 (4,249 ) 437,841 Property and equipment, net 427,666 258 427,924 Right of use assets—operating, net 31,254 8,768 40,022 Right of use assets—finance, net 41,521 6,371 47,892 Intangible assets, net 123,106 (621 ) 122,485 Other assets 9,547 4,246 13,793 Total assets 1,146,307 14,773 1,161,080 Operating lease liabilities, current portion 3,583 432 4,015 Finance lease liabilities, current portion 4,723 281 5,004 Total current liabilities 76,738 713 77,451 Operating lease liabilities 29,381 8,396 37,777 Finance lease liabilities 39,694 5,822 45,516 Deferred tax liability 29,845 (2,213 ) 27,632 Total liabilities 390,072 12,718 402,790 Additional paid-in-capital 522,898 2,055 524,953 Total shareholders equity $ 756,235 $ 2,055 $ 758,290 Balance Sheet as of March 31, 2021 (unaudited) As Previously Adjustment As Revised Prepaid expenses and other current assets $ 25,180 $ (3,728 ) $ 21,452 Total current assets 294,157 (3,728 ) 290,429 Right of use assets—operating, net 30,051 2,830 32,881 Right of use assets—finance, net 38,380 1,838 40,218 Other assets 7,549 3,693 11,242 Total assets 897,455 4,633 902,088 Operating lease liabilities, current portion 3,324 173 3,497 Finance lease liabilities, current portion 4,344 70 4,414 Total current liabilities 100,900 243 101,143 Operating lease liabilities 28,326 2,581 30,907 Finance lease liabilities 36,294 1,809 38,103 Total liabilities $ 411,871 $ 4,633 $ 416,504 Balance Sheet as of December 31, 2020 As Previously Adjustment As Revised Prepaid expenses and other current assets $ 19,815 $ (3,696 ) $ 16,119 Total current assets 265,148 (3,696 ) 261,452 Right of use assets—operating, net 28,171 1,905 30,076 Other assets 3,944 3,584 7,528 Total assets 816,112 1,793 817,905 Operating lease liabilities, current portion 3,154 123 3,277 Total current liabilities 75,998 123 76,121 Operating lease liabilities 26,450 1,670 28,120 Total liabilities $ 368,208 $ 1,793 $ 370,001 The Company recorded operating lease expense, depreciation, and interest expense totaling $0.3 million in the income statement for the three months ended September 30, 2021 that related to these expenses from prior periods. This had . Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K 10-K”). 2019-12 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes 2019-12 ASU 2019-12 COVID-19 The global outbreak of the novel strain of the coronavirus known as COVID-19 non-essential shelters-in-place COVID-19, COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The accompanying consolidated financial statements present the consolidated financial position and operations of Trulieve Cannabis Corp. and its subsidiaries as of and for the years ended December 31, 2020 and 2019 (the “consolidated financial statements”) in accordance with accounting principles generally accepted in the United States of America (“GAAP”). (b) Functional Currency The functional currency of the Company and its subsidiaries, as determined by management, is the United States (“U.S.”) dollar. These consolidated financial statements are presented in U.S. dollars. (c) Basis of Consolidation These consolidated financial statements include the financial information of the Company and its subsidiaries, Trulieve, Inc., Life Essence, Inc., Leef Industries, LLC, Trulieve Bristol, Inc. “Healing Corner”, PurePenn LLC, and Keystone Relief Centers “Solevo”. The accounts of the subsidiaries are prepared for the same reporting period using consistent accounting policies. All of the consolidated entities were under common control during the entirety of the periods for which their respective results of operations were included in the consolidated financial statements (i.e., from the date of their acquisition). See “Note 3—Acquisitions” (d) Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions plus cash held at retail locations. Cash held in money market investments are carried at fair value, cash held in financial institutions and cash held at retail locations, have carrying values that approximate fair value. (e) Inventory Inventories are primarily comprised of raw materials, internally produced work in process, finished goods and packaging materials. Costs incurred during the growing and production process are capitalized as incurred to the extent that cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes. The Company capitalizes pre-harvest Inventories of purchased finished goods and packing materials are initially valued at cost and subsequently at the lower of cost and net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion, disposal and transportation for inventories in process. The Company periodically reviews its inventory and identifies that which is excess, slow moving and obsolete by considering factors such as inventory levels, expected product life and forecasted sales demand. Any identified excess, slow moving and obsolete inventory is written down to its net realizable value through a charge to cost of goods sold. The Company did not recognize any inventory reserves as of December 31, 2020 and 2019. (f) Property and Equipment Property and equipment are measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis over the following terms: Land Not Depreciated Buildings & Improvements 7 to 40 Years Furniture & Equipment 3 to 10 Years Vehicles 3 to 5 Years Construction in Progress Not Depreciated Leasehold Improvements The lesser of the life of the lease or the estimated useful life of the asset An asset’s residual value, useful life and depreciation method are reviewed during each financial year and adjusted if appropriate. Property and equipment, as well as right-of-use An impairment charge is recorded for the excess of the asset’s carrying value over its fair value, if any. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. The Company did not record any impairment charges on these long-lived assets during the years ended December 31, 2020 and 2019. Gains or losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and recognized in the statement of operations and comprehensive income. Construction in progress is transferred when available f o The Company capitalizes interest on debt financing invested in projects under construction. Upon the asset becoming available for use, capitalized interest costs, as a portion of the total cost of the asset, are depreciated over the estimated useful life of the related asset. (g) 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. Intangible assets that have indefinite useful lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The estimated useful lives, residual values and amortization methods are reviewed at each year-end, Intangible assets are amortized using the straight-line method over estimated useful lives as follows: Dispensary License 15 Tradenames 2 to 10 Customer Relationship 5 Years Moxie Brand 3 Years Non-Compete 2 Years Trademarks 6 months to 1 Year (h) Goodwill Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The Company reviews indefinite lived assets, including goodwill, annually at fiscal year-end The Company assesses the fair values of its intangible assets, and its reporting unit for goodwill testing purposes, as necessary, using an income-based approach. Under the income approach, fair value is based on the present value of estimated future cash flows. The Company operates as one operating segment and reporting unit and therefore, evaluates goodwill and other intangible assets with indefinite lives for impairment annually as one singular reporting unit once a year or more often when an event occurs or circumstances indicate the carrying value may not be recoverable The Company’s policy is to first perform a qualitative assessment to determine if it was more-likely-than-not that The Company did not identify any impairment of its goodwill at December 31, 2020 and 2019. (i) Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of: Year Ended December 31, 2020 2019 (dollars in thousands) Trade Accounts Payable $ 9,247 $ 9,954 Trade Accounts Payable—Related Party 10,403 6,463 Accrued Payroll 11,030 5,822 Other Payables and Accrued Liabilities 11,222 2,069 Total Accounts Payable and Accrued Liabilities $ 41,902 $ 24,308 (j) Leases In February 2016, the FASB issued ASU 2016-02, Leases (ASC The new standard was effective for the Company beginning January 1, 2019 and the standard was adopted using the modified retrospective transition approach, which allows the Company to recognize a cumulative effect adjustment to the opening balance of accumulated earnings in the period of adoption rather than restate comparative prior year periods. The cumulative effect adjustment to the opening balance of accumulated earnings is zero because (i) the Company does not have any unamortized initial direct costs as of January 1, 2019 that need to be written off; and (ii) the Company does not have any deferred gain or loss from our previous sale and operating leaseback transactions that need to be recognized. See “ Note 10—Leases (k) Revenue Recognition Revenue is recognized by the Company in accordance with ASU 2014-09, Revenue In order to recognize revenue under ASU 2014-09, the • 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; and • Recognize revenue when or as the Company satisfies the performance obligation(s). The Company’s contracts with customers for the sale of dried cannabis, cannabis oil and other cannabis related products consist of multiple performance obligations. Revenue from the direct sale of cannabis to customers for a fixed price is recognized when the Company transfers control of the goods to the customer at the point of sale and the customer has paid for the goods. The Company has a loyalty rewards program that allows customers to earn reward credits to be used on future purchases. Loyalty reward credit issued as part of a sales transaction results in revenue being deferred until the loyalty reward is redeemed by the customer. The loyalty rewards are shown as reductions to ‘revenue, net of discounts’ line on the accompanying consolidated statements of operations and comprehensive income and included as deferred revenue on the consolidated balance sheet. Contract assets are defined in the standard to include amounts that represent the right to receive payment for goods and services that have been transferred to the customer with rights conditional upon something other than the passage of time. Contract liabilities are defined in the standard to include amounts that reflect obligations to provide goods and services for which payment has been received. There are no contract assets on unsatisfied performance obligations as of December 31, 2020 and 2019. For some of its locations, the Company offers a loyalty reward program to its dispensary customers. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. As of December 31, 2020 and 2019, the loyalty liability totaled $5.3 million and $2.4 million, respectively, that is included in deferred revenue on the consolidated balance sheet. (l) Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As the Company operates in the cannabis industry, it is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of producing the products or cost of production. The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not (m) Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined 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 all related factors of the asset by market participants 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 inherent risk, transfer restrictions, and credit risk. Classification of financial instruments The Company applies the following fair value 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 – Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices in active markets, that are observable for the asset or liability, either directly or indirectly; and Level 3 – Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. (n) Warrant Liability The Company has issued subordinate voting share purchase warrants for the June and November debt, see “Note 9—Debt”. The June and November Warrants related to the June and November debt are governed by a warrant indenture date June 18, 2019 as supplemented pursuant to a supplement dated November 7, 2019. Each Warrant entitled the holder thereof to purchase one Subordinate Voting Share at an exercise price of C$17.25 per share at any time prior to June 18, 2022, subject to adjustment in certain events. The Warrant indenture provides that the share ratio and exercise price of the Note Warrants will be subject to adjustment in the event of a subdivision or consolidation of the Subordinate Voting Shares. On December 10, 2020, the Company entered into a Supplemental Warrant Indenture with Odyssey Trust Company pursuant to which it amended the terms of the issued and outstanding subordinate voting share purchase warrants of the Company (the “Public Warrants”) to convert the exercise price of the Public Warrants to $13.47 per share, the U.S. dollar equivalent of the Canadian dollar exercise price of the Public Warrants of C$17.25. The U.S. dollar exercise price was determined using the U.S. dollar exchange rate published by the Bank of Canada at the close of business on December 9, 2020 of C$1.00 = $0.781. See “ Note 9—Debt (o) Share Capital Common shares are classified as equity. The proceeds from the exercise of stock options or warrants together with amounts previously recorded in reserves over the vesting periods are recorded as share capital. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. (p) Earnings Per Share The Company computes basic earnings attributable to common shareholders per share by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share attributable to shareholders gives effect to all potential dilutive shares outstanding during the period. The number of dilutive shares is calculated using the treasury stock method which reduces the effective number of shares by the amount of shares the Company could purchase with the proceeds of assumed exercises. (q) Advertising Costs Advertising costs which are expensed as incurred and are included in sales and marketing expenses were $2.1 million, $1.9 million and $0.3 million for the years ended December 31, 2020 2019, and 2018, respectively. (r) Net Income and Comprehensive Income The Company does not have any elements of other comprehensive income, therefore net income and comprehensive income are the same. (s) Critical accounting estimates and judgments The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Significant judgments, estimates and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements are described below. Accounting for acquisitions and business combinations The Company has treated the acquisitions described in Note 3 (a) (b) and (c) The Company has treated the acquisitions described in Note 3 (d) and (e) Inventories The net realizable value of inventories represents the estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price, what we expect to realize by selling the inventory and the contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans and expected market conditions. As a result, the actual amount received on sale could differ from the estimated value of inventory. Periodic reviews are performed on the inventory balance. The impact of changes in inventory reserves is reflected in cost of goods sold. Goodwill impairment Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill may have been impaired. In order to determine that the value of goodwill may have been impaired, the Company performs a qualitative assessment to determine that it was more-likely-than-not if Leases—(ASU 842) Leases requires lessees to discount lease payments using the rate implicit in the lease if that rate is readily available in accordance with ASU 842. If that rate cannot be readily determined, the lessee is required to use its incremental borrowing rate. The Company generally uses the incremental borrowing rate when initially recording real estate leases. Information from the lessor regarding the fair value of underlying assets and initial direct costs incurred by the lessor related to the leased assets is not available. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use non-cancellable Estimated useful lives and depreciation and amortization of property and equipment and intangible assets Depreciation and amortization of property and equipment and intangible assets are dependent upon estimates of useful lives, which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets. Share-based payment arrangements The Company uses the Black-Scholes pricing model to determine the fair value of warrants granted to employees and directors under share-based payment arrangements, where appropriate. In estimating fair value, management is required to make certain assumptions and estimates such as the expected life of units, volatility of the Company’s future share price, risk free rates, and future dividend yields at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. The Company classified its stock warrants as either liability or equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” (ASC 480) and ASC 815, “Derivatives and Hedging” (ASC 815), depending on the specific terms of the warrant agreement. Because of the Canadian denominated exercise price, the June and November Warrants did not qualify to be classified within equity and were therefore classified as derivative liabilities at fair value with changes to earnings in the statements of operations. On December 10, 2020, the Company amended the terms of the Warrants to convert the exercise price of the Warrants to U.S. Dollar which were then classified as equity on the consolidated Balance Sheet. The fair value of all warrants issued are determined by using the Black-Scholes valuation technique and were assigned based on the relative fair value of both the debt and the warrants issued. (t) Recently Issued Accounting Pronouncements Recent accounting pronouncements, other than those below, issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect on the Company’s present or future financial statements. In February 2016, the FASB issued ASU No. 2016-02, Note 10—Leases In June 2016, the FASB issued ASU 2016-13, 2016-13 ASU 2016-13 will 2016-13 In August 2018, the FASB issued ASU 2018-13, 2018-13 2018-13 2018-13 In December 2019, the FASB issued ASU 2019-12, 2019-12 2019-12 |
Acquisitions
Acquisitions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Acquisitions | NOTE 3. ACQUISITIONS (a) Keystone Shops On July 8, 2021, the Company acquired 100% of the membership interests of Anna Holdings, LLC, the sole member of Chamounix Ventures, LLC which holds a permit to operate dispensaries under Keystone Shops (“Keystone Shops”) with locations in Philadelphia, Devon and King of Prussia, Pennsylvania. Total consideration was $55.6 million consisting of $20.3 million in cash, inclusive of net working capital adjustments, and 1,009,336 in Trulieve Subordinate Voting Shares (“Trulieve Shares”) with a fair value of $35.4 million. The agreement provides for an additional $5.0 million in consideration which is contingent on the enactment, adoption or approval of laws allowing for adult-use (dollars in thousands) Consideration: Cash $ 20,251 Shares issued upon acquisition 35,385 Fair value of consideration exchanged $ 55,636 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 500 Inventories 1,766 Prepaid expenses and other current assets 240 Property and equipment 1,144 Right of use asset—finance 1,340 Intangible assets Dispensary license 27,000 Tradename 100 Favorable leasehold interests, net 86 Goodwill 40,072 Other assets 40 Accounts payable and accrued liabilities (878 ) Income tax payable (2,892 ) Operating lease liabilities (1,340 ) Other long-term liabilities (2,179 ) Deferred tax liability (9,363 ) Total net assets acquired $ 55,636 The acquired intangible assets include a dispensary license which is treated as a definite-lived intangible asset amortized over a 15-year period (b) Patient Centric of Martha’s Vineyard On July 2, 2021, the Company acquired certain assets of Patient Centric of Martha’s Vineyard (“PCMV”) including the rights to a Provisional Marijuana Retailers License from the Massachusetts Cannabis Control Commission, the right to exercise an option held by PCMV to lease real property in Framingham, Massachusetts for use as a marijuana retailer, and necessary municipal entitlements to operate as a marijuana retailer at the property. Total consideration was 258,383 in Trulieve Shares, of which 10,879 are subject to a holdback for six months as security for any indemnity claims by the Company under the asset purchase agreement. The fair value of the equity exchange was $10.0 million. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, (dollars in thousands) Consideration: Shares issued upon acquisition $ 10,012 Transaction costs 18 Fair value of consideration exchanged $ 10,030 Recognized amounts of identifiable assets acquired and liabilities assumed: Right of use asset—finance $ 1,756 Intangible assets Dispensary license 13,298 Finance lease liabilities (2,321 ) Deferred tax liability (2,703 ) Total net assets acquired $ 10,030 The acquired intangible asset is represented by the adult-use 15-year (c) Nature’s Remedy of Massachusetts, Inc. On June 30, 2021, the Company completed an asset purchase agreement whereby Trulieve acquired a licensed, but not yet operating, adult-use 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, Note 2. Basis of Presentation Revisions of Previously Issued Financial Statements (dollars in thousands) Consideration: Cash $ 7,000 Shares issued upon acquisition 9,139 Transaction costs 23 Fair value of consideration exchanged $ 16,162 Recognized amounts of identifiable assets acquired and liabilities assumed: Prepaid expenses and other current assets $ 12 Property and equipment 1,006 Right of use asset—finance 799 Intangible assets Dispensary license 19,630 Accounts payable and accrued liabilities (335 ) Finance lease liability (594 ) Deferred tax liability (4,356 ) Total net assets acquired $ 16,162 The acquired intangible asset is represented by the adult-use 15 (d) Solevo Wellness West Virginia, LLC On June 8, 2021, the Company acquired 100% of the membership interests of Solevo Wellness West Virginia, LLC (“Solevo WV”) which holds three West Virginia dispensary licenses. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, 15-year Note 2. Basis of Presentation Revisions of Previously Issued Financial Statements (e) Mountaineer Holding, LLC On May 6, 2021, the Company acquired 100% of the membership interests of Mountaineer Holding LLC (“Mountaineer”) which holds a cultivation permit and two dispensary permits in West Virginia. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, 15-year Note 2. Basis of Presentation Revisions of Previously Issued Financial Statements (f) PurePenn, LLC and Pioneer Leasing & Consulting, LLC On November 12, 2020, the Company acquired 100% of the membership interests of both PurePenn, LLC, which holds a permit to cultivate and process medical marijuana in Pennsylvania, and Pioneer Leasing & Consulting, LLC (collectively “PurePenn”). The purpose of this acquisition was to operate the cultivation and manufacturing facility located in McKeesport, Pennsylvania. Trulieve acquired PurePenn for an upfront payment valued at $48.7 million, comprised of 1,298,964 in Trulieve Shares with a fair value of $29.7 million and $19.0 million in cash, plus a potential earn-out earn-out For the three months ended June 30, 2021, the Company recorded an adjustment to the initial valuation of shares issued upon acquisition, which increased the fair value of the consideration exchanged and the estimated purchase price by $2.7 million and increased goodwill by $2.7 million and we recorded an adjustment to the initial valuation of contingent consideration payable in shares, which reduced contingent consideration payable in shares and the estimated purchase price by $3.0 million and decreased goodwill by $3.0 million. For the three months ended September 30, 2021, the Company recorded an adjustment to the deferred tax liability decreasing goodwill and the associated deferred tax liability by $0.6 million. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 19,000 Shares issued upon acquisition 29,711 Contingent consideration payable in shares 46,951 Fair value of consideration exchanged $ 95,662 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 563 Accounts receivable 1,300 Prepaid expenses and other current assets 376 Inventories 7,461 Property and equipment, net 26,233 Intangible assets, net: State license 45,310 Moxie license 2,960 Tradename 580 Goodwill 46,349 Other assets 478 Accounts payable and accrued liabilities (2,189 ) Construction finance liability (17,413 ) Deferred tax liability (16,346 ) Total net assets acquired $ 95,662 (g) Keystone Relief Centers, LLC On November 12, 2020, the Company acquired 100% of the membership interests of Keystone Relief Centers, LLC (referred to herein as “Solevo Wellness”), which holds a permit to operate three medical marijuana dispensaries in the Pittsburgh, Pennsylvania area. Trulieve acquired Solevo for an upfront purchase price of $21.0 million, comprised of $10.0 million in cash and 481,097 in Trulieve Shares with a fair value of $11.0 million, plus a potential earn-out earn-out September 30, 2021, total transaction costs related to the acquisition were approximately $0.9 million. Goodwill arose because the consideration paid for the business acquisition reflected the benefit of expected revenue growth and future market development. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Goodwill is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of production, therefore goodwill is not deductible. During 2021, the purchase price allocations were adjusted, primarily to net working capital, goodwill and intangible assets. For the three mo nths ended March 31, 2021, we recorded an adjustment of $3.8 million to the initial valuation amount of intangible assets for the dispensary license, increasing The following table summarizes the final allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 10,000 Shares issued upon acquisition 11,004 Contingent consideration payable in shares 15,249 Net working capital adjustment 624 Fair value of consideration exchanged $ 36,877 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 1,229 Accounts receivable 117 Prepaid expenses and other current assets 91 Inventories 2,337 Property and equipment, net 2,245 Right of use asset 2,156 Intangible assets, net: Dispensary license 19,890 Tradename 930 Goodwill 17,985 Accounts payable and accrued liabilities (790 ) Lease liability (2,156 ) Deferred tax liability (7,157 ) Total net assets acquired $ 36,877 | 3. ACQUISITIONS (a) PurePenn, LLC and Pioneer Leasing & Consulting, LLC On November 12, 2020, the Company acquired 100% of the membership interests of both PurePenn, LLC and Pioneer Leasing & Consulting, LLC (collectively “PurePenn”). The purpose of this acquisition was to acquire the cultivation and manufacturing facility located in McKeesport, Pennsylvania. Trulieve acquired PurePenn for an upfront payment of $46 million, comprised of $27 million or 1,780,061 in Trulieve subordinate voting shares (“Trulieve Shares”) and $19 million in cash, plus a potential earn-out payment earn-out The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 19,000 Shares issued upon issuance 27,000 Contingent consideration payable in shares 50,000 Fair value of consideration exchanged $ 96,000 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 563 Accounts receivable 1,300 Prepaids and other current assets 376 Inventory 7,461 Property and equipment, net 26,233 Intangible assets: Tradename 580 Moxie license 2,960 State license 45,310 Goodwill 47,311 Other assets 478 Accounts payable and accrued expenses (2,189 ) Construction liability (17,413 ) Deferred tax liability (16,970 ) Total net assets acquired 96,000 (b) Keystone Relief Centers, LLC On November 12, 2020, the Company acquired 100% of the membership interests of Keystone Relief Centers, LLC (referred to herein as “Solevo Wellness”). The purpose of this acquisition was to acquire the licenses to operate three medical marijuana dispensaries in the Pittsburgh, Pennsylvania area. Trulieve acquired Solevo for an upfront purchase price of $20 million, comprised of $10 million in cash and $10 million or 481,097 in Trulieve Shares, plus a potential earn-out payment earn-out The preliminary valuation was based on Management’s estimates and assumptions which are subject to change within the purchase price allocation period (generally one year from the acquisition date). The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the tangible and intangible assets acquired and the residual goodwill. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 10,000 Shares issued upon issuance 10,000 Contingent consideration payable in shares 15,000 Net working capital adjustment 715 Fair value of consideration exchanged $ 35,715 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 1,229 Accounts receivable 117 Prepaids and other current assets 91 Inventory 2,337 Property and equipment, net 2,245 Right of use asset 2,156 Intangible assets: Dispensary License 16,090 Tradename 930 Goodwill 19,473 Accounts payable and accrued expenses (790 ) Lease liability (2,156 ) Deferred tax liability (6,007 ) Total net assets acquired $ 35,715 The consolidated unaudited proforma revenue and net income, which includes our acquisition of PurePenn and Solevo Wellness, assuming the acquisition occurred on January 1, 2020 through December 31, 2020 were approximately $575.2 million and $75.7 million. Financial information is not available for the years ended December 31, 2019 and 2018. (c) The Healing Corner, Inc. On May 21, 2019, the Company acquired all of the issued and outstanding shares of The Healing Corner, Inc. The purpose of this acquisition was to acquire the medical marijuana license in the State of Connecticut. The acquisition was financed with cash on hand and borrowings. The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (ASC) 805, Business Combinations, and related operating results are included in the accompanying consolidated statements of operations and comprehensive income, changes in shareholders’ equity, and statements of cash flows for periods subsequent to the acquisition date. Total transaction costs related to the acquisition were approximately $0.3 million and has been included in the year ended December 31, 2019 consolidated statements of operations and comprehensive income. Goodwill arose because the consideration paid for the business acquisition reflected the benefit of expected revenue growth and future market development. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Goodwill is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of production. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 19,900 Fair value of consideration exchanged $ 19,900 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 2 Inventory 73 Prepaids 4 Property and equipment, net 203 Intangible assets: Dispensary License 14,300 Trademark 321 Customer Relationship 1,000 Non-Compete 35 Goodwill 7,316 Accrued expenses (4 ) Deferred tax liability (3,350 ) Total net assets acquired $ 19,900 (d) Life Essence, Inc. On December 13, 2018, the Company acquired all of the issued and outstanding shares of Life Essence, Inc. The purpose of this acquisition was to acquire the licenses to operate three medical marijuana dispensaries and a marijuana cultivation and processing facility. The acquisition was financed with cash on hand. The Company determined that the net assets acquired did not meet the definition of a business in accordance with ASC 805, Business Combinations, and was therefore accounted for as an asset acquisition. Operating results of the acquired entity are included in the accompanying consolidated statement of operations and comprehensive income, changes in shareholders’ equity, and cash flows for periods subsequent to the acquisition date. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 4,125 Transaction costs 270 Fair value of consideration exchanged $ 4,395 Recognized amounts of identifiable assets acquired and liabilities assumed: Intangible asset—dispensary license $ 6,144 Accrued expenses (121 ) Deferred tax liability (1,628 ) Total net assets acquired $ 4,395 (e) Leef Industries, LLC On November 30, 2018, the Company acquired 80% of the issued and outstanding membership interests of Leef Industries, LLC. Payment for 19% occurred in 2019 and payment for the remaining 1% was made in 2020. The purpose of this acquisition was to acquire the recreational marijuana license. The Company deterred that the net assets acquired did not meet the definition of a business in accordance with ASC 805, Business Combinations, and was therefore accounted for as an asset acquisition. Operating results of the acquired entity are included in the accompanying consolidated statement of operations and comprehensive income, changes in shareholders’ equity, and cash flows for periods subsequent to the acquisition date. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 3,250 Balance of Purchase Price Payable 750 Transaction costs 25 Fair value of consideration exchanged $ 4,025 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 7 Inventory 19 Property and equipment, net 8 Intangible assets: Dispensary License 5,470 Tradename 10 Accrued expenses (38 ) Deferred tax liability (1,452 ) Total net assets acquired $ 4,025 (f) Patient Centric of Martha’s Vineyard Ltd. In October 2020, Life Essence, entered into an asset purchase agreement with Patient Centric of Martha’s Vineyard Ltd. or PCMV, pursuant to which Life Essence agreed to purchase certain assets of PCMV including the rights to a Provisional Marijuana Retailer License from the Massachusetts Cannabis Control Commission, the right to exercise an option held by PCMV to lease real property in Framingham, Massachusetts for use as a marijuana retailer, and necessary municipal entitlements to operate as a marijuana retailer at the property. Life Essence has agreed to acquire these assets for an aggregate purchase price of $4.7 million payable in Subordinate Voting Shares totaling 258,383, of which 10,881 are subject to a holdback for six months as security for any indemnity claims by us under the asset purchase agreement. The asset purchase agreement includes customary representations, warranties, and indemnities. We expect the closing of the transaction to occur promptly following receipt of applicable state and local regulatory approvals. The issuance of the Subordinate Voting Shares at the closing will have a dilutive impact on our existing shareholders. The closing of the asset acquisition is subject to customary closing conditions including necessary regulatory approvals. |
Inventory
Inventory | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory | NOTE 4. INVENTORY The Company’s inventory includes the following at September 30, 2021 and December 31, 2020: September 30, December 31, (dollars in thousands) Raw material Cannabis plants $ 19,419 $ 10,661 Harvested cannabis and packaging 23,529 11,233 Total raw material 42,948 21,894 Work in process 63,952 54,780 Finished goods-unmedicated 3,473 3,908 Finished goods-medicated 23,501 17,730 Total inventories $ 133,874 $ 98,312 | 4. INVENTORIES Inventories are comprised of the following items at December 31: 2020 2019 (dollars in thousands) Raw Material Cannabis plants 10,661 $ 10,835 Harvested Cannabis and Packaging 11,233 8,132 Total Raw Material 21,894 18,967 Work in Process 54,781 34,212 Finished Goods-Unmedicated 3,908 5,263 Finished Goods-Medicated 17,730 7,538 Total Inventories 98,312 $ 65,981 |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment | NOTE 5. PROPERTY & EQUIPMENT At September 30, 2021 and December 31, 2020, Property and Equipment consisted of the following: September 30, 2021 December 31, 2020 (dollars in thousands) Land $ 7,468 $ 5,878 Buildings and improvements 288,133 156,372 Construction in progress 162,528 129,588 Furniture and equipment 93,485 51,714 Vehicles 349 351 Total 551,963 343,903 Less: accumulated depreciation (50,854 ) (29,858 ) Total property and equipment, net $ 501,109 $ 314,045 Capitalized interest for the three and nine months ended September 30, 2021 totaled $2.2 million and $4.4 million, respectively. Capitalized interest for the three and nine months ended September 30, 2020 totaled $1.3 million and $2.1 million, respectively. Depreciation expense for the three and nine months ended September 30, 2021 totaled $8.1 million and $21.0 million, respectively. Depreciation expense for the three and nine months ended September 30, 2020 totaled $3.9 million and $10.7 million respectively. Certain prior period amounts have been reclassified to conform to the current period presentation. Internal use software with a net book value of $3.7 million was reclassified from “Property and equipment, net” to “Intangible assets, net” in the consolidated balance sheet as of December 31, 2020. Property and equipment with a net book value of $50.0 million was reclassified from construction in progress to land, buildings and improvements, and furniture and equipment as , 2020 | 5. PROPERTY AND EQUIPMENT At December 31, 2020 and 2019, Property and Equipment consisted of the following: 2020 2019 (dollars in thousands) Land $ 5,022 $ 4,479 Buildings & Improvements 112,692 89,542 Construction in Progress 182,962 24,732 Furniture & Equipment 46,532 38,659 Vehicles 351 288 Total 347,559 157,701 Less: accumulated depreciation (29,858 ) (12,953 ) Total property and equipment, net $ 317,701 $ 144,748 For the years ended December 31, 2020, 2019 and 2018, the Company capitalized interest of $4.8 million, $0.5 million and $1.0 million, respectively. For the years ended December 31, 2020, 2019 and 2018, there was depreciation expense of $16.9 million, $9.3 million and $3.0 million, respectively. J.T. Burnette, the spouse of Kim Rivers, the Chief Executive Officer and Chair of the board of directors of the Company, is a minority owner of a company (the “Supplier”) that provides construction and related services to the Company. The Supplier is responsible for the construction of the Company’s cultivation and processing facilities, and provides labor, materials and equipment on a cost-plus basis. For the years ended December 31, 2020, 2019 and 2018, property and equipment purchases from the Supplier totaled $96.7 million, $46.4 million and $12.1 million, respectively. As of December 31, 2020 and 2019, $10.4 million and $6.5 million was included in accounts payable. The use of the Supplier was reviewed and approved by the independent members of the Company’s board of directors, and all invoices of the Supplier are reviewed by the office of the Company’s general counsel. |
Intangible Assets & Goodwill
Intangible Assets & Goodwill | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets & Goodwill | NOTE 6. INTANGIBLE ASSETS & GOODWILL At September 30, 2021 and December 31, 2020, definite-lived intangible assets consisted of the following: September 30, 2021 (dollars in thousands) Net Adjustments to Additions Amortization Net Licenses $ 84,517 $ 3,061 $ 68,493 $ (5,593 ) $ 150,478 Internal use software 3,656 — 3,589 (529 ) 6,716 Moxie brand 2,828 — — (740 ) 2,088 Tradenames 2,109 — 100 (741 ) 1,468 Customer relationship 683 — — (151 ) 532 Miscellaneous 7 — 86 (93 ) — $ 93,800 $ 3,061 $ 72,268 $ (7,847 ) $ 161,282 December 31, 2020 (dollars in thousands) Net Acquired Additions Amortization Net Licenses $ 24,538 $ 887 $ 61,400 $ (2,308 ) $ 84,517 Internal use software 3,656 — — — 3,656 Moxie brand — — 2,960 (132 ) 2,828 Tradenames 800 — 1,510 (201 ) 2,109 Customer relationship 883 — — (200 ) 683 Miscellaneous 25 — — (18 ) 7 Trademarks 134 — — (134 ) — $ 30,036 $ 887 $ 65,870 $ (2,993 ) $ 93,800 Amortization expense for the three and nine months ended September 30, 2021 was $3.3 million and $7.8 million, respectively. Amortization expense for the three and nine months ended September 30, 2020 was $0.5 million and $1.7 million, respectively. The following table outlines the estimated future annual amortization expense related to all intangible assets as of September 30, 2021: Estimated (dollars in thousands) Remaining 2021 $ 3,326 2022 13,887 2023 13,320 2024 12,349 2025 11,895 Thereafter 106,505 $ 161,282 Goodwill arose from the acquisition of PurePenn, LLC, Pioneer Leasing & Consulting, Solevo Wellness, and Keystone Shops, see “Note 3—Acquisitions” At September 30, 2021, Goodwill consisted of the following: (dollars in thousands) At January 1, 2020 7,316 Acquisition of PurePenn, LLC and Pioneer Leasing & Consulting, LLC 47,311 Acquisition of Solevo Wellness 19,473 At December 31, 2020 74,100 Measurement period purchase price allocation adjustments of Solevo Wellness (2,639 ) Measurement period purchase price allocation adjustments of PurePenn, LLC and Pioneer Leasing & Consulting, LLC (338 ) At June 30, 2021 71,123 Acquisition of Keystone Shops 40,072 Measurement period purchase price allocation adjustments of Solevo Wellness 1,150 Measurement period purchase price allocation adjustments of PurePenn, LLC and Pioneer Leasing & Consulting, LLC (624 ) At September 30, 2021 $ 111,721 | 6. INTANGIBLE ASSETS & GOODWILL At December 31, 2020 and 2019, definite-lived intangible assets consisted of the following: December 31, 2020 (dollars in thousands) Net amount Acquired license agreements Additions from acquisitions Amortization expense Net amount Licenses $ 24,538 $ 887 $ 61,400 $ 2,308 84,517 Moxie brand — — 2,960 132 2,828 Tradenames 800 — 1,510 201 2,109 Customer relationship 883 — — 200 683 Non-compete 25 — — 18 7 Trademarks 134 — — 134 — $ 26,380 $ 887 $ 65,870 $ 2,992 90,144 December 31, 2019 (dollars in thousands) Net amount Acquired license agreements Additions from acquisitions Amortization expense Net amount Licenses $ 11,568 $ — $ 14,300 $ 1,330 $ 24,538 Moxie brand — — — — — Tradenames 900 — — 100 800 Customer relationship — — 1,000 117 883 Non-compete — — 35 10 25 Trademarks 9 — 321 196 134 $ 12,477 $ — $ 15,656 $ 1,753 $ 26,380 Amortization expense for the years ended December 31, 2020 and 2019 was $3.0 million and $1.8 million, respectively. The following table outlines the estimated future annual amortization expense related to intangible assets as of December 31, 2020: Year Ended December 31, Estimated Amortization (dollars in thousands) 2021 $ 7,914 2022 7,823 2023 7,038 2024 6,066 2025 5,982 Thereafter 55,321 $ 90,144 Goodwill arose from the acquisition of PurePenn, LLC, Pioneer Leasing & Consulting and Solevo Wellness, and The Healing Corner, Inc. see “Note 3—Acquisitions” At December 31, 2020, Goodwill consisted of the following: (dollars in thousands) At January 1, 2019 $ — Acquisition of The Healing Corner, Inc. 7,316 At of December 31, 2019 $ 7,316 Acquisition of PurePenn, LLC and Pioneer Leasing & Consulting, LLC 47,311 Acquisition of Solevo Wellness 19,473 At December 31, 2020 $ 74,100 |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Notes Payable | NOTE 7. NOTES PAYABLE At September 30, 2021 and December 31, 2020, notes payable consisted of the following : September 30, December 31, (dollars in thousands) Promissory note dated April 10, 2017, with annual interest at 12%, due between April $ 4,000 $ 4,000 Promissory note dated December 7, 2017, with annual interest at 12%, secured by certain property located in Miami, FL due December 2021 2,000 2,000 Total notes payable 6,000 6,000 Less current portion (6,000 ) (2,000 ) Long-term notes payable $ — $ 4,000 Stated maturities of notes payable are as follows: As of September 30, (dollars in thousands) 2021 $ 2,000 2022 4,000 $ 6,000 All notes payable were fully paid off during the fourth quarter of 2021. | 7. NOTES PAYABLE At December 31, 2020 and 2019, 2020 2019 (dollars in thousands) Promissory note dated April 10, 2017, with annual interest at 12%, due between April $ 4,000 $ 4,000 Promissory note dated December 7, 2017, with annual interest at 12%, secured by certain property located in Miami, FL, due December 2021 2,000 2,000 Less current portion (2,000 ) (2,000 ) Long Term Notes Payable $ 4,000 $ 4,000 The unsecured promissory note dated April 10, 2017, was amended in January 2019 to extend the maturity date by three years to 2022 The promissory note dated December 7, 2017, has terms allowing the lender to request prepayment at any time once the Company had raised in excess of $24.0 million. In conjunction with the close of the SR Offering, the promissory note became due on demand. Stated maturities of notes payables are as follows: Year Ended December 31, (dollars in thousands) 2020 $ — 2021 2,000 2022 4,000 $ 6,000 |
Notes Payable Related Party
Notes Payable Related Party | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Notes Payable Related Party [Abstract] | ||
Notes Payable Related Party | NOTE 8. NOTES PAYABLE RELATED PARTY At September 30, 2021 and December 31, 2020, notes payable related party consisted of the following: September 30, December 31, (dollars in thousands) Notes payable due to related parties, with varying interest rates between 8% to 12% annual, with varying maturity dates $ 12,000 $ 12,011 Less current portion (12,000 ) (12,011 ) Non-current $ — $ — Stated maturities of notes payable to related parties are as follows: (dollars in 2022 $ 12,000 $ 12,000 In March 2021, the two unsecured promissory notes (the “Traunch Four Note” and the “Rivers Note”) were amended to extend the maturity one year to May 2022, all other terms remain unchanged. In the fourth quarter of 2021, the unsecured promissory notes were fully paid. | 8. NOTES PAYABLE RELATED PARTY At December 31, 2020 and 2019, 2020 2019 2018 (dollars in thousands) Notes payable due to related parties, with varying interest rates between 8% to 12% annual, with varying maturity dates $ 12,011 $ 12,952 $ 14,215 Less debt discount — (49 ) (141 ) Less current portion (12,011 ) (924 ) (1,427 ) Non-current $ — $ 11,979 $ 12,647 In February 2019, the Company entered into a 24-month In March 2018, the Company entered into a 24-month In April 2018, the Company entered into a $6.0 million unsecured promissory note with Clearwater GPC, an entity controlled by members of management and shareholders with a 24-month In May 2018, the Company entered into two separate unsecured promissory notes (the “Traunch Four Note” and the “Rivers Note”) for a total of $12.0 million. The Traunch Four Note is held by Traunch Four, LLC, an entity whose direct and indirect owners include Kim Rivers, the Chief Executive Officer and Chair of the Board, as well as Thad Beshears, Richard May, George Hackney, all of whom are directors of Trulieve, and certain of Richard May’s family members. The Rivers Note is held by Kim Rivers. Each promissory note has a 24-month In June 2018, the Company entered into a 24-month In November 2018, the Company entered into two separate 24-month As disclosed in the consolidated statements of cash flows, under other noncash investing and financing activities, the noncash portion of the notes for the years ended December 31, 2019 and 2018 was $0.3 million and $3.1 million, respectively, and was used to finance acquisition of property and equipment. The lenders paid for the property and equipment directly while issuing the Company promissory notes and the Company took custody of the property and equipment. Stated maturities of notes payable to related parties are as follows: Year Ended December 31, (dollars in thousands) 2021 $ 12,011 $ 12,011 |
Private Placement Notes
Private Placement Notes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instruments [Abstract] | ||
Private Placement Notes | NOTE 9. PRIVATE PLACEMENT NOTES In 2019, the Company completed two private placement arrangements (the “June Notes” and the “November Notes”), each comprised of 5-year The fair value of the June Notes was determined to be $63.9 million using an interest rate of 13.32% which the Company estimates would have been the coupon rate required to issue the June Notes had the financing not included the June Warrants. The fair value of the June Warrants was determined to be $4.7 million using the Black-Scholes option pricing model and the following assumptions: share price: C$14.48; exercise price: C$17.25; expected life: 3 years; annualized volatility: 49.96%; dividend yield: 0%; discount rate: 1.92%; C$ exchange rate: 1.34. The fair value of the November Notes was determined to be $54.5 million using an interest rate of 13.43% which the Company estimates would have been the coupon rate required to issue the notes had the financing not included the November Warrants. The fair value of the November Warrants was determined to be $4.4 million using the Black-Scholes option pricing model and the following assumptions: share price: C$14.29; exercise price: C$17.25; expected life: 2.6 years; annualized volatility: 48.57%; dividend yield: 0%; discount rate: 1.92%; C$ exchange rate: 1.32. For the three and nine months ended September 30, 2021 accretion expense was $0.8 million and $2.3 million respectively. For the three and nine months ended September 30, 2020, accretion expense was $0.7 million and $2.1 million, respectively. Accretion expense is included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive income. Because of the Canadian denominated exercise price, the June and November Warrants did not qualify to be classified within equity and were therefore classified as derivative liabilities at fair value with changes in fair value charged or credited to earnings in the condensed consolidated statements of operations and comprehensive income prior to December 10, 2020. On December 10, 2020, the Company entered into a Supplemental Warrant Indenture with Odyssey Trust Company pursuant to which it amended the terms of the issued and outstanding subordinate voting share purchase warrants of the Company (the “Public Warrants”) to convert the exercise price of the Public Warrants to $13.47 per share, the U.S. dollar equivalent of the Canadian dollar exercise price of the Public Warrants of C$17.25. The U.S. dollar exercise price was determined using the U.S. dollar exchange rate published by the Bank of Canada as at the close of business on December 9, 2020 of C$1.00 = $0.781. The June Warrants and November Warrants converted to equity as per ASC 815-40, The $130.0 million principal amount of the June and November Notes are due in June 2024. Scheduled annual maturities of the principal portion of long-term debt outstanding at September 30, 2021 in the successive five-year period and thereafter are summarized below: Private (dollars in 2021 $ — 2022 — 2023 — 2024 130,000 2025 — Thereafter — Total debt 130,000 Less: unamortized debt issuance costs (10,522 ) Net debt $ 119,478 | 9. DEBT On May 16, 2019, the Company completed a private offering of an aggregate principal amount of $17.8 million of 9.75% unsecured notes of the Company maturing on August 14, 2019 (the “Bridge Notes”). In connection with the closing of the June Units (defined below), the Company repaid the Bridge Notes. On June 18, 2019, the Company completed a private placement financing comprising 5-year The fair value of the June Notes was determined to be $63.9 million using an interest rate of 13.32% which the Company estimates would have been the coupon rate required to issue the notes had the financing not included the June Warrants. The fair value of the June Warrants was determined to be $4.7 million using the Black-Scholes option pricing model and the following assumptions: Share Price: C$14.48; Exercise Price: C$17.25; Expected Life: 3 years; Annualized Volatility: 49.96%; Dividend yield: 0%; Discount Rate: 1.92%; C$ Exchange Rate: 1.34. Issuance costs totaling $3.1 million were allocated between the June Notes and the June Warrants based on their relative fair values with $2.9 million allocated to the June Notes and $0.2 million expensed as incurred. The June Notes will accrete from their carrying value on June 18, 2019 of $60.1 million to $70.0 million at maturity in 5 years Because of the Canadian denominated exercise price, the June Warrants did not qualify to be classified within equity and were therefore classified as derivative liabilities at fair value with changes in fair value charged or credited to earnings in the consolidated statements of operations and comprehensive income prior to December 10, 2020. On December 10, 2020, the Company entered into a Supplemental Warrant Indenture with Odyssey Trust Company pursuant to which it amended the terms of the issued and outstanding subordinate voting share purchase warrants of the Company (the “Public Warrants”) to convert the exercise price of the Public Warrants to $13.47 per share, the U.S. dollar equivalent of the Canadian dollar exercise price of the Public Warrants of C$17.25. The U.S. dollar exercise price was determined using the U.S. dollar exchange rate published by the Bank of Canada as at the close of business on December 9, 2020 of C$1.00 = $0.781. As of December 10, 2020, the June Notes converted to equity as per ASC 815-40, On November 7, 2019, the Company completed a prospectus offering of 60,000 units of the Company (the “November Units”), comprised of an aggregate principal amount of $60.0 million of 9.75% senior secured notes of the Company maturing in 2024 (the “November Notes”) and an aggregate amount of 1,560,000 Subordinate Voting Share warrants of the Company (each individual warrant being a “November Warrant”) at a price of $980 per Unit for a gross proceeds of $61.1 million. Each Unit was comprised of one Note issued in denominations of $1,000 and 26 Warrants. The fair value of the November Notes was determined to be $56.7 million using an interest rate of 13.43% which the Company estimates would have been the coupon rate required to issue the notes had the financing not included the November Warrants. The fair value of the November Warrants was determined to be $4.4 million using the Black-Scholes option pricing model and the following assumptions: Share Price: C$14.29; Exercise Price: C$17.25; Expected Life: 2.6 years; Annualized Volatility: 48.57%; Dividend yield: 0%; Discount Rate: 1.92%; C$ Exchange Rate: 1.32 Issuance costs totaling $2.1 million were allocated between the November Notes and the November Warrants based on their relative fair values with $2.0 million allocated to the November Notes and $0.2 million expensed in the consolidated statements of operations and comprehensive income. The November Notes will accrete from their carrying value on November 7, 2019 of $54.7 million to $60.0 million at maturity in 4.6 years using an effective interest rate of 13.43%. For the years ended December 31, 2020 and 2019, the Company incurred accretion expense of $1.3 million and $0.1 million which is included in general and administrative in the consolidated statements of operations and comprehensive income. Because of the Canadian denominated exercise price, the November Warrants did not qualify to be classified within equity and were therefore classified as derivative liabilities at fair value with changes in fair value charged or credited to earnings in the consolidated statements of operations and comprehensive income prior to December 10, 2020. On December 10, 2020, the Company entered into a Supplemental Warrant Indenture with Odyssey Trust Company pursuant to which it amended the terms of the issued and outstanding subordinate voting share purchase warrants of the Company (the “Public Warrants”) to convert the exercise price of the Public Warrants to $13.47 per share, the U.S. dollar equivalent of the Canadian dollar exercise price of the Public Warrants of C$17.25. The U.S. dollar exercise price was determined using the U.S. dollar exchange rate published by the Bank of Canada as at the close of business on December 9, 2020 of C$1.00 = $0.781. As of December 10, 2020, the November Notes converted to equity as per ASC 815-40, The $130.0 million principal amount of the June and November Notes are due in June 2024. Scheduled annual maturities of the principal portion of long-term debt outstanding at December 31, 2020 in the successive five-year period and thereafter are summarized below: Year Ended December 31, Other Long-term Liabilities (dollars in thousands) 2021 $ — 2022 — 2023 — 2024 130,000 2025 Thereafter — Total Debt 130,000 Less: Unamortized debt issuance costs (12,835 ) Net Debt $ 117,165 The net debt of $117.2 million is recorded as other long-term liabilities in our consolidated balance sheet as of December 31, 2020 |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Leases | NOTE 10. LEASES The following table provides the components of lease cost recognized in the condensed consolidated statement of operations and comprehensive income for the three and nine months ended September 30, 2021 and 2020: For the Three Months For the Nine Months Lease Cost 2021 2020 2021 2020 (dollars in thousands) Operating lease cost 2,483 1,545 5,751 4,087 Finance lease cost: Amortization of lease assets 1,990 1,496 5,357 3,688 Interest on lease liabilities 1,177 782 2,914 1,801 Finance lease cost 3,167 2,278 8,271 5,489 Variable lease cost 2,529 28 3,139 310 Total lease cost $ 8,179 $ 3,851 $ 17,161 $ 9,886 Weighted average discount rate and remaining lease term for the nine months ended September 30, 2021 are as follows: Operating Finance Weighted average discount rate 8.75 % 8.46 % Weighted average remaining lease term (in years) 8.67 8.20 The maturity of the contractual undiscounted lease liabilities as of September 30, 2021 is as follows: Operating Finance (dollars in thousands) Remainder of 2021 $ 1,991 $ 2,494 2022 8,173 10,509 2023 7,886 13,246 2024 7,759 9,395 2025 7,800 9,069 Thereafter 35,893 43,875 Total undiscounted lease liabilities 69,502 88,588 Interest on lease liabilities (21,581 ) (26,000 ) Total present value of minimum lease payments 47,921 62,588 Lease liability—current portion (4,264 ) (5,354 ) Lease liability $ 43,657 $ 57,234 During the third quarter of 2021, the Company identified a misstatement in its accounting for leases in prior periods, primarily the second quarter of 2021. Refer to “ Note 2. Basis of Presentation Revisions of Previously Issued Financial Statements | 10. LEASES On January 1, 2019, the Company adopted ASC 842, Leases (“Topic 842”) using the modified retrospective transition method. Topic 842 requires the recognition of lease assets and liabilities for operating and finance leases. Beginning on January 1, 2019, the Company’s consolidated financial statements are presented in accordance with the revised policies. Management elected to utilize the practical expedients permitted under the transition guidance within Topic 842, which allowed the Company to carry forward prior conclusions about lease identification, classification and initial direct costs for leases entered prior to adoption of Topic 842. Additionally, management elected not to separate lease and non-lease right-of-use The Company leases real estate used for dispensaries, production plants, and corporate offices. Lease terms for real estate generally range from 5 to 10 years. Most leases include options to renew for varying terms at the Company’s sole discretion. Other leased assets include passenger vehicles and trucks and equipment. Lease terms for these assets generally range from 3 to 5 years. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities, or insurance and maintenance. Rent expense for leases with escalation clauses is accounted for on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As a result of the adoption of ASU 2016-02, right-of-use 2016-02, 2016-02, The following table provides the components of lease cost recognized in the consolidated statement of operations and comprehensive income for the year ended December 31, 2020 and 2019. Year Ended December 31, Lease Cost 2020 2019 Operating lease cost 5,700 5,542 Finance lease cost: Amortization of lease assets 4,956 1,984 Interest on lease liabilities 2,133 960 Finance lease cost 7,089 2,944 Variable lease cost 222 192 Total lease cost $ 13,010 $ 8,678 Other information related to operating and finance leases as of and for the year ended December 31, 2020 are as follows: Finance Lease Operating Lease Weighted average discount rate 8.36 % 8.64 % Weighted average remaining lease term (in years) 8.51 7.49 The maturity of the contractual undiscounted lease liabilities as of December 31, 2020 is as follows: Year Ended December 31, Finance Lease Operating Lease (dollars in thousands) 2021 $ 6,964 $ 5,480 2022 6,642 5,405 2023 6,257 5,276 2024 5,787 4,921 2025 5,588 4,843 Thereafter 24,669 14,225 Total undiscounted lease liabilities 55,907 40,150 Interest on lease liabilities (16,972 ) (10,545 ) Total present value of minimum lease payments 38,935 29,605 Lease liability—current portion 3,877 3,154 Lease liability $ 35,058 $ 26,450 |
Construction Finance Liabilitie
Construction Finance Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Construction Finance Liability [Abstract] | ||
CConstruction Finance Liabilities | NOTE 11. CONSTRUCTION FINANCE LIABILITIES In July 2019, the Company sold property it had recently acquired in Massachusetts for $3.5 million, which was the cost to the Company. In connection with the sale of this location, the Company agreed to lease the location back for cultivation. The landlord has agreed to provide a tenant improvement allowance (“TI Allowance”) of $40.0 million, which was dispensed in its entirety as of December 31, 2020. The initial term of the agreement is ten years, with two options to extend the term for five years each. The initial payments are equal to 11% of the sum of the purchase price for the property and will increase when a draw is made on the TI Allowance. In addition, a 3% increase in payments will be applied annually after the first year. As of September 30, 2021, the total finance liability associated with this transaction is $44.4 million. In October 2019, the Company sold property in Florida in exchange for cash of $17.0 million. Concurrent with the closing of the purchase, the buyer entered into a lease agreement with the Company for continued operation as a licensed medical cannabis cultivation facility. The initial term of the agreement is ten years, with two options to extend the term for five years each. The initial annualized payments are equal to 11% of the purchase price for the property. A 3% increase in payments will be applied annually after the first year. As of September 30, 2021, the total finance liability associated with this transaction is $17.4 million. In October 2019, prior to its acquisition by the Company, PurePenn, LLC (“PurePenn”) sold their cannabis cultivation facility in Pennsylvania for $5.0 million. Simultaneously with the closing of the sale, PurePenn agreed to lease the cultivation facility back. The initial term of the lease is fifteen years, with two five-year options to renew. The landlord has agreed to provide a TI allowance of $21.0 million as an additional component of base rent. Payments are made based on one twelfth (1/12) of the TI allowance dispersed with 12.75% due for the first $5.0 million and 13.75% thereafter. On March 8, 2021, the Company entered into a lease amendment with the landlord to increase the tenant improvement allowance to $36.5 million at a rate of 10.75% on the additional allowance in excess of $21.0 million. As of September 30, 2021, $25.6 million of the TI allowance has been provided. As of September 30, 2021, the total finance liability associated with this transaction is $30.2 million. Under the failed-sales-leaseback accounting model, the Company is deemed under U.S. GAAP to own the above mentioned real estate properties as financing arrangements since control was never transferred to the buyer-lessor. These agreements are presented on our condensed consolidated balance sheet within property and equipment, net and depreciated | 11. CONSTRUCTION FINANCE LIABILITY In July 2019, the Company sold property it had recently acquired in Massachusetts for $3.5 million, which was the cost to the Company. In connection with the sale of this location, the Company agreed to lease the location back for cultivation. This transaction was determined to be a finance lease, and therefore did not meet the definition of a sale because control was never transferred to the buyer-lessor. The transaction was treated as a failed sale-leaseback financing arrangement. Included in the agreement, the Company completed the tenant improvements related to the property, for which the landlord has provided a tenant improvement allowance (“TI Allowance”) for $40.0 million. As of December 31, 2020, and December 31, 2019 $40.0 million and $2.5 million, respectively, of the TI Allowance has been provided respectively. The initial term of the agreement is ten years, with two options to extend the term for five years each. The initial payments are equal to 11% of the sum of the purchase price for the property and will increase when a draw is made on the TI Allowance. In addition, a 3% increase in payments will be applied annually after the first year. As of December 31, 2020 and 2019, the total finance liability associated with this transaction is $43.9 million and $6.1 million, respectively. In October 2019, the Company sold property in Florida in exchange for cash of $17.0 million. Concurrent with the closing of the purchase, the buyer entered into a lease agreement with the Company, for continued operation as a licensed medical cannabis cultivation facility. Control was never transferred to the buyer-lessor because the transaction was determined to be a finance lease and did not meet the requirements of a sale. The transaction was treated as a failed sale-leaseback financing arrangement. The initial term of the agreement is ten years, with two options to extend the term for five years each. The initial annualized payments are equal to 11% of the purchase price for the property. A 3% increase in payments will be applied annually after the first year. As of December 31, 2020 and 2019, the total finance liability associated with this transaction is $17.2 million and $16.9 million, respectively. Under the failed-sale-leaseback accounting model, the Company is deemed under GAAP to own this real estate and will reflect the properties on our consolidated balance sheet and depreciate over the assets’ remaining useful life. The Company is making interest only payments through 2024 with the entire balance of $ 23.0 In October 2019, prior to acquisition by the Company, PurePenn, LLC (“PurePenn”) sold their cannabis cultivation facility in Pennsylvania for $5.0 million. Simultaneously with the closing of the sale, PurePenn agreed to lease the cultivation facility back. The initial term of the lease is fifteen years, with two five-year options to renew. The landlord has agreed to provide a tenant improvement allowance of $21.0 million as an additional component of base rent. Payments are made based on one twelfth (1/12) of the TI allowance dispersed with 12.75% due for the first $5.0 million and 13.75% thereafter. As of December 31, 2020, $16.7 million of the TI allowance has been provided. Subsequent to December 31, 2020, the Company entered into an amendment with the landlord to increase the tenant improvement allowance to $36.5 million at a rate of 10.75% on the additional allowance in excess of $21.0 |
Share Capital
Share Capital | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Share Capital | NOTE 12. SHARE CAPITAL The authorized share capital of the Company is comprised of the following: (i) Unlimite Holders of the Subordinate Voting Shares are entitled to notice of and to attend 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 shall have the right to vote. At each such meeting holders of Subordinate Voting Shares shall be entitled to one vote in respect of each Subordinate Voting Share held. Holders of Subordinate Voting Shares are entitled to receive as and when declared by the directors, dividends in cash or property of the Company. No dividend will be declared or paid on the Subordinate Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted As of September 30, 2021 and 2020, there were 74,611,611 and 58,134,478 Subordinate Voting Shares issued and outstanding, respectively. (ii) Unlimite Holders of Multiple Voting shares are entitled to notice of and to attend any meetings 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 Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (initially, 100 votes per Multiple Voting Share). The initial “Conversation Ratio” for Multiple Voting Shares is 100 Subordinate Voting shares for each Multiple Voting Share, subject to adjustment in certain events. Holders of Multiple Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefore, pari passu (on an as converted basis, assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares at the Conversion Ratio) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend may be declared or paid on the Multiple Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted As of September 30, 2021 and 2020, there were 549,196, and 14,770 Multiple Voting Shares issued and outstanding, respectively, which were equal to 54,919,596, and 1,476,959 Subordinate Voting Shares, respectively, if converted. (iii) Unlimite Holders of Super 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 shall have the right to vote. At each such meeting, holders of Super Voting Shares are be entitled to two votes in respect of each Subordinate Voting Share into which such Super Voting Share could ultimately then be converted (initially, 200 votes per Super Voting Share). Holders of Super Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefore, pari passu (on an as converted to Subordinated Voting Share basis) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend is to be declared or paid on the Super Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted On March 21, 2021, in accordance with the terms of the Company’s Articles, all of the outstanding Super Voting Shares converted automatically, without any action by the holders of such Super Voting Shares, into Multiple Voting Shares and, following that conversion, the Company may not issue additional Super Voting Shares. As of September 30, 2021, there were no Super Voting Shares issued or outstanding. As of September 30, 2020, there were 581,825 Super Voting Shares issued or outstanding which were equal to 58,182,500 Super Voting Shares if converted. | 12. SHARE CAPITAL The authorized share capital of the Company is comprised of the following: (i) Unlimi Holders of the Subordinate Voting Shares are entitled to notice of and to attend 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 shall have the right to vote. At each such meeting holders of Subordinate Voting Shares shall be entitled to one vote in respect of each Subordinate Voting Share held. Holders of Subordinate Voting Shares are entitled to receive as and when declared by the directors, dividends in cash or property of the Company. No dividend will be declared or paid on the Subordinate Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted As of December 31, 2020, 2019 and 2018, there were 59,952,461 and 35,871,672 and 11,135,117 Subordinate Voting Shares issued and outstanding, respectively. (ii) Unlimited Holders of Multiple Voting shares are entitled to notice of and to attend any meetings 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 Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (initially, 100 votes per Multiple Voting Share). The initial “Conversation Ratio” for Multiple Voting Shares is 100 Subordinate Voting shares for each Multiple Voting Share, subject to adjustment in certain event. Holders of Multiple Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted basis, assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares at the Conversion Ratio) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend may be declared or paid on the Multiple Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted As of December 31, 2020, 2019 and 2018, there were 14,390, 66,614 and 137,505 Multiple Voting Shares issued and outstanding, respectively, which were equal to 1,439,037, 6,661,374 and 13,750,451 Subordinate Voting Shares, respectively, if converted. During the year ended December 31, 2019, 70,891 Multiple Voting Shares were converted into 7,089,077 Subordinate Voting Shares. There were no (iii) Unlimited number of Super Voting Shares Holders of Super 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 shall have the right to vote. At each such meeting, holders of Super Voting Shares are be entitled to two votes in respect of each Subordinate Voting Share into which such Super Voting Share could ultimately then be converted (initially, 200 votes per Super Voting Share). Holders of Super Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted to Subordinated Voting Share basis) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend is to be declared or paid on the Super Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted As of December 31, 2020, 2019 and 2018 there were 581,825, 678,133 and 852,466 Super Voting Shares issued and outstanding, respectively, which were equal to 58,182,500, 67,813,300 and 85,246,600 Subordinate Voting Shares, respectively, if converted. During the year ended December 31, 2019, 174,333 Super Voting Shares were converted into 17,433,300 Subordinate Voting Shares. There were no Super Voting Shares converted during the year ended December 31, 2018. During the year ended December 31, 2018, the Company entered into four separate $6.0 million promissory notes see “Note 7—Notes Payable and Note 8—Notes Payable Related Party” On August 27, 2018, concurrent with the Transaction, the Company completed a brokered private placement (the “SR Offering”) of 10,927,500 subscription receipts for gross proceeds of $50.6 million, which after transaction costs resulted in net proceeds of $47.5 million. The 10,927,500 issued and outstanding subscription receipts were exchanged for 10,927,500 Subordinate Voting Shares of the Company (3,573,450 of those Subordinate Voting Shares were immediately converted into 35,734.50 Multiple Voting Shares). In connection with the SR Offering, Trulieve paid a cash fee to the Agents equal to 6.0% of the gross proceeds of the SR Offering, provided that the cash fee payable to the Agents was reduced to 3.0% in respect of sales to subscribers on a president’s list. As additional consideration, the Agents were granted an aggregate of 535,446 broker warrants (the “Broker Warrants”) on closing of the SR Offering. The Broker Warrants are exercisable at any time prior to the date that is 24 months following the date that the Escrow Release Conditions are satisfied to acquire one Trulieve Share at the SR Offering Price, see “ Note 14—Reverse Takeover Transaction”. Number of Warrants Weighted average exercise price ($CAD) Weighted Average Remaining Contractual Life (Yrs) Outstanding and exercisable at December 31, 2017 — — — Granted 535,446 6.00 2.00 Exercised (321,268 ) 6.00 — Outstanding and exercisable at December 31, 2018 214,178 6.00 1.66 Granted — — — Exercised (214,178 ) 6.00 — Outstanding and exercisable at December 31, 2019 — — — Granted — — — Exercised — — — Outstanding and exercisable at December 31, 2020 — — — On September 11, 2018, Trulieve approved a reclassification of the issued and outstanding share capital of Trulieve whereby each issued and outstanding Trulieve Share was split and became 150 |
Share Based Compensation
Share Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Share Based Compensation | NOTE 13. SHARE-BASED COMPENSATION Equity Incentive Plans The Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”) was adopted at the annual meeting of shareholders. The 2021 Plan reserves 4,000,000 Subordinate Voting Shares for issuance thereunder and replaced the Schyan Exploration Inc. Stock Option Plan (the “Prior Plan”). Awards previously granted under the Prior Plan, including equity awards granted in the first quarter of 2021 for performance in 2020, remain subject to the terms of the Prior Plan. No further grants of awards shall be made under the Prior Plan. The Prior Plan is administered by the Board of Directors of the Company and the 2021 Plan is administered by the Compensation Committee. The 2021 Plan provides for the grant of Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units, and Other Awards. As of September 30, 2021 a total of 895,877 awards were granted under the 2021 Plan between the date of its adoption by shareholders on June 10, 2021 and September 30, 2021. Options The fair value of stock options granted by the Company during 2021 and 2020, under the Prior Plan, were estimated on the date of the grant using the Black-Scholes option-pricing model with the relevant assumptions outlined in the table below. The expected volatility was estimated by using the historical volatility of other companies that the Company considers comparable that have trading and volatility history prior to the Company becoming public. The expected life in years represents the period of time that options granted are expected to be outstanding. The risk-free rate was based on the United States three-year bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. On January 3, 2020, under the Prior Plan, the Board awarded options to purchase shares to directors, officers, and key employees of the Company. In accordance with the Prior Plan’s policy, the vesting period for employees is 15% as of the date of issuance, 25% vested on December 31, 2020, and 60% vest on December 31, 2021. For founding members of the Board of Directors, the options were fully vested on the date of grant. For non-founding On January 4, 2021, under the Prior Plan, the Board awarded options to purchase shares to directors, officers, and key employees of the Company. In accordance with the Prior Plan’s policy, the vesting period for employees is 15% vest on December 31, 2021, 25% vest on December 31, 2022, and 60% vest on December 31, 2023. For founding and non-founding On September 29, 2021, under the 2021 Plan, the Board awarded options to purchase shares to officers and other select employees of the Company. The options vest over three years and have a contractual term between six 33 1/3 33 1/3 33 1/3 For the Nine Months For the Nine Months Fair value at grant date $10.58-$11.20 $3.11-$3.26 Stock price at grant date $26.88-$33.42 $11.52-$12.50 Exercise price at grant date $26.88-$33.42 $11.52-$12.50 Expected life in years 3.00 - 3.50 1.58 - 2.00 Expected volatility 49.88% - 53.75% 49.10% - 50.15% Expected annual rate of dividends 0% 0% Risk free annual interest rate 0.16% - 0.79% 1.40 - 1.58% For the nine months ended September 30, 2021, the Company recorded share-based compensation for all stock options in the amount of $2.2 million. This is recognized as $0.2 million cost of goods sold, net, $1.6 million general and administrative and $0.4 million sales and marketing in the condensed consolidated statements of operations and comprehensive income. The number and weighted-average exercise prices and remaining contractual life of options at September 30, 2021 were as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2021 1,129,774 11.72 4.01 — Granted 877,509 29.32 3.55 — Exercised (36,787 ) 11.52 — — Forfeited — — — — Outstanding, September 30, 2021 1,970,496 $ 19.56 4.52 $ 8.43 Exercisable, September 30, 2021 517,672 $ 11.71 3.34 $ 15.20 Total unvested options as of September 30, 2021, are 1,452,824 which are expected to vest over time and have an aggregate unrecognized compensation expense of $8.5 million. The unrecognized compensation expense will be recognized over a weighted average period of 2.09 years. As noted above, following shareholder approval of the 2021 Plan, no further grants of awards shall be made under the Prior Plan. Restricted Stock Units Restricted stock units (“RSUs”) represent a right to receive a single Subordinate Voting Share that is both non-transferable two two Number of Weighted average Balance as of January 1, 2021 — — Granted 3,249,319 25.45 Vested (2,904,079 ) 25.28 Forfeited — — Balance as of September 30, 2021 345,240 $ 26.88 No share-based compensation expense was recorded for RSUs during the three months ended September 30, 2021. In September 2021, the Board of Directors approved grants of RSUs for two executive officers who previously held warrants. The previously held warrants were cancelled on September 15, 2021 with the new RSUs granted on September 15, 2021 as a replacement of the previously held warrants. The two officers were awarded a total premium of $3.1 million, allocated between the two officers, to incentivize the cancellation and replacement. No share-based compensation expense was recorded related to the cancellation and replacement of the previous warrants with the new RSUs during the three months ended September 30, 2021. Warrants During the year ended December 31, 2018, the Company issued 8,784,872 warrants to certain employees and directors of the Company for past services provided. The warrants had no vesting conditions and are exercisable at any time for three years after the issuance, subject to certain lock-up 19-24 The following table summarizes the warrants issued and outstanding to certain employees and directors of the Company as of December 31, 2020 and the changes during the nine months ended September 30, 2021: Number of Weighted Weighted Outstanding as of January 1, 2021 6,061,561 6.00 0.72 Granted — — — Exercised (2,075,990 ) 6.00 — Exchanged in cashless exercise (413,057 ) — — Cancelled (3,572,514 ) — — Outstanding as of September 30, 2021 — — — Refer to the restricted stock unit disclosure above for additional information regarding the issuance of RSU’s in exchange for the cancelled warrants held by two executive officers. | 13. SHARE BASED COMPENSATION Options The Company has a Stock Option Plan (the “Plan”) as administered by the board of directors of the Company. The aggregate number of Subordinate Voting Shares which may be reserved for issue under the Plan shall not exceed 10% of the issued and outstanding number of Subordinate Voting Shares. In determining the amount of share-based compensation related to options issued during the twelve months ended December 31, 2020, the Company used the Black-Scholes pricing model to establish the fair value of the options granted with the following assumptions: Year Ended December 31, 2020 Fair Value at Grant Date $ 3.11 – $3.26 Stock Price at Grant Date $ 11.52 – $12.50 Exercise Price at Grant Date $ 11.52 – $12.50 Expected Life in Years 1.58 – 2.00 Expected Volatility 49.10% –50.15 % Expected Annual Rate of Dividends 0 % Risk Free Annual Interest Rate 1.40% – 1.58 % The expected volatility was estimated by using the historical volatility of other companies that the Company considers comparable that have trading and volatility history prior to the Company becoming public. The expected life in years represents the period of time that options granted are expected to be outstanding. The risk-free rate was based on the United States two-year bond On January 3, 2020, under the Plan, the Board awarded options to purchase shares to directors, officers, and key employees of the Company. In accordance with the Plan’s policy, the vesting period for employees is 15% as of the date of issuance, 25% vest on December 31, 2020, and 60% vest on December 31, 2021. For founding members of the board of directors, the options were fully vested on the date of grant. For non-founding For the twelve months ended December 31, 2020, the Company recorded share-based compensation in the amount of $2.8 million. This is recognized as $0.2 million Cost of Goods Sold, Net, $2.1 million General and Administrative and $0.5 million Sales and Marketing in the condensed consolidated interim statements of operations and comprehensive income. The number and weighted-average exercise prices and remaining contractual life of options at December 31, 2020 were as follows: Number of Options Weighted average exercise price Weighted Average Remaining Contractual Life (Yrs) Outstanding at January 1, 2020 — $ — — Granted 1,252,403 11.70 1.93 Exercised (9,180 ) 11.52 — Forfeited (113,444 ) 11.52 — Outstanding, December 31, 2020 1,129,779 11.72 1.92 Exercisable, December 31, 2020 554,456 $ 11.70 — Warrants During the year ended December 31, 2018, the Company issued 8,784,872 warrants to certain employees and directors of the Company for past services provided. The warrants had no vesting conditions and are exercisable at any time for three years after the issuance, subject to certain lock-up 19-24 The following table summarizes the warrants issued and outstanding to certain employees and directors of the Company as of December 31, 2020 and 2019 and the changes during the year ended December 31, 2020: Number of Warrants Weighted average exercise price ($CAD) Weighted Average Remaining Contractual Life (Yrs) Outstanding as of December 31, 2018 8,784,872 6.00 2.72 Granted — — — Exercised — — — Outstanding as of December 31, 2019 8,784,872 6.00 1.72 Granted — — — Exercised 2,723,311 — — Outstanding as of December 31, 2020 6,061,561 6.00 0.72 In determining the amount of share-based compensation related to warrants issued during the year, the Company used the Black-Scholes pricing model to establish the fair value of the warrants granted. The weighted-average grant date fair value was $1.71. The following were the assumptions utilized in the model during the year ended December 31, 2020 December 31, 2020 Stock Price ($CAD) $ 6.00 Exercise Price ($CAD) $ 6.00 Expected Life in Years 3.00 Annualized Volatility 51 % Annual Rate of Quarterly Dividends 0 % Discount Rate—Bond Equivalent Yield 3 % Volatility was estimated by using the historical volatility of other companies that the Company considers comparable that have trading and volatility history prior to the Company becoming public. The expected life in years represents the life of the warrants. The risk-free rate was based on the 3-year |
Reverse Takeover Transaction
Reverse Takeover Transaction | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | 14. REVERSE TAKEOVER TRANSACTION In July 2018, Trulieve, Inc. entered into a non-binding Pursuant to the reverse merger, the historical financial statements of Trulieve, Inc. (the accounting acquirer) become the historical financial statements of Schyan (legal acquirer) on a go forward basis. As a result, Trulieve, Inc. has retroactively restated its share capital on a per share basis pursuant to Accounting Standards Codification (ASC) 805, Business Combinations to reflect that of the legal acquirer. In consideration for the acquisition of Schyan, Trulieve is deemed to have issued 200,000 shares of Trulieve common stock representing $0.1 million total value based on the concurrent financing subscription price of $4.6328 “Note 13—Share Capital”. The excess of the purchase price over net assets acquired was charged to the consolidated balance sheet as a reduction in share capital. Schyan equity was eliminated. There were no identifiable assets of Schyan on the date of acquisition. The amounts below are accounted for as an offset to Additional Paid in Capital on the consolidated balance sheet as the transaction was accounted for as a recapitalization. The acquisition costs have been allocated as follows: Fair value of 200,000 shares issued $ 927 Transaction costs 460 Total purchase price $ 1,387 |
Prospectus Offering
Prospectus Offering | 12 Months Ended |
Dec. 31, 2020 | |
Prospectus Offering [Abstract] | |
Prospectus Offering | 15. PROSPECTUS OFFERING On September 21, 2020, the Company concluded the offer and sale of 4,715,000 Subordinate Voting Shares pursuant to an agreement with Canaccord Genuity Corp. (the “Underwriter”) at a price of $18.56 per share. After paying the Underwriter a commission of approximately $4.1 million and issuance costs of $0.1 million, the Company received aggregate consideration of approximately $83.2 million. Net proceeds from the offering are expected to be used primarily to fund Trulieve’s business development and for general working capital purposes. The Company has made the required filings to list the offered securities on the Canadian Securities Exchange. |
Earnings Per Share
Earnings Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Earnings Per Share | NOTE 14. EARNINGS PER SHARE The following is a reconciliation for the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2021 and 2020: For the Three Months Ended For the Nine Months Ended 2021 2020 2021 2020 (dollars in thousands) (dollars in thousands) Net income $ 18,616 $ 17,415 $ 89,574 $ 59,958 Weighted average number of common shares outstanding 128,146,298 112,039,640 122,983,729 111,824,816 Dilutive effect of warrants and options outstanding 8,762,968 5,909,584 7,943,354 4,173,888 Diluted weighted average number of common shares outstanding 136,909,266 117,949,224 130,927,083 115,998,704 Basic earnings per share $ 0.15 $ 0.16 $ 0.73 $ 0.54 Diluted earnings per share $ 0.14 $ 0.15 $ 0.68 $ 0.52 | 16. EARNINGS PER SHARE The following is a reconciliation for the calculation of basic and diluted earnings per share for the years ended December 31, 2020, 2019 and 2018: 2020 2019 2018 (dollars in thousands) Net Income $ 62,999 $ 53,094 $ 10,893 Weighted average number of common shares outstanding 113,572,379 110,206,103 101,697,002 Dilutive effect of warrants and options outstanding 4,753,345 5,111,839 1,504,125 Diluted weighted average number of common shares outstanding 118,325,724 115,317,942 103,201,127 Basic earnings per share $ 0.55 $ 0.48 $ 0.11 Diluted earnings per share $ 0.53 $ 0.46 $ 0.11 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | NOTE 15. INCOME TAXES The following table summarizes the Company’s income tax expense and effective tax rate for the three and nine months ended September 30, 2021 and 2020 For the Three Months For the Nine Months 2021 2020 2021 2020 (dollars in thousands) (dollars in thousands) Income before provision for income taxes $ 60,219 $ 43,363 $ 194,828 $ 127,074 Provision for income taxes 41,603 25,948 105,254 67,116 Effective tax rate 69 % 60 % 54 % 53 % | 17. INCOME TAXES The components of the income tax provision include: Year Ended December 31, 2020 2019 2018 (dollars in thousands) Current $ 99,338 $ 51,494 $ 22,697 Deferred (4,887 ) (908 ) (546 ) $ 94,451 $ 50,586 $ 22,151 A reconciliation of the Federal statutory income tax rate percentage to the effective tax rate is as follows: Year Ended December 31, 2020 2019 2018 (dollars in thousands) Income before income taxes $ 157,450 $ 103,680 $ 33,044 Federal statutory rate 21.0 % 21.0 % 21.0 % Theoretical tax expense 33,064 21,773 6,939 State taxes 12,406 9,477 4,366 Other (1,666 ) 1,310 1,176 Tax effect of non-deductible Nondeductible share based compensation — — 3,154 Section 280E permanent differences 50,646 18,026 6,517 61,386 28,813 15,212 Tax expense $ 94,451 $ 50,586 $ 22,151 Deferred income taxes consist of the following at December 31, 2020 and 2019, and 2018: Year Ended December 31, 2020 2019 2018 (dollars in thousands) Deferred tax assets Lease liability $ 1,219 $ 1,020 $ — Other deferred tax assets 7,025 969 570 Deferred tax liabilities Right of use assets (1,210 ) (1,099 ) — Intangible assets (26,446 ) (6,144 ) (3,080 ) Property and equipment (3,153 ) (233 ) (534 ) Lease payments (1,010 ) — — Net deferred tax liability $ (23,575 ) $ (5,486 ) $ (3,044 ) The Company has an income tax filing obligation in Canada as well, but as there is not expected to be any income for the parent Company, there is no associated tax liability related to the Canadian filing, and any deferred tax asset is not being recognized because it is unlikely the Company will generate sufficient taxable income in Canada to utilize these assets. The impact of an uncertain income tax position taken in our income tax return is recognized at the largest amount that is more-likely-than-not Uncertain tax positions of $3.9 million are recorded as other long-term liabilities in our consolidated balance sheet as of December 31, 2020 and 2019. No liability was recorded as of December 31, 2018. No interest and penalties were accrued based on the amount of estimated tax payments made through December 31, 2020. |
Related Parties
Related Parties | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Parties | NOTE 16. RELATED PARTIES The Company had raised funds by issuing notes to various related parties including directors, officers, and shareholders and the balance at September 30, 2021 and December 31, 2020 was $12.0 million and $12.0 million, respectively, as discussed in “Note 8 – Notes Payable Related Party” J.T. Burnette, the spouse of Kim Rivers, the Chief Executive Officer and Chair of the board of directors of the Company, is a minority owner of a company (the “Supplier”) that provides construction and related services to the Company. The Supplier is responsible for the construction of the Company’s cultivation and processing facilities, and provides labor, materials and equipment on a cost-plus basis. For the nine months ended September 30, 2021 and 2020, property and equipment purchases totaled $119.6 million, and $65.0 million, respectively. As of September 30, 2021 and December 31, 2020, $14.7 million and $10.4 million, respectively, of property and equipment purchases was included in accounts payable in the condensed consolidated balance sheets. The use of the Supplier was reviewed and approved by the independent members of the Company’s board of directors, and all invoices of the Supplier are reviewed by the office of the Company’s Chief Legal Officer. The Company has many leases from various real estate holding companies that are managed by various related parties including Benjamin Atkins, a former director and current shareholder of the Company, and the Supplier. As of September 30, 2021 and December 31, 2020, under ASC 842, the Company had the following in the condensed consolidated balance sheet: As of September 30, 2021 As of December 31, 2020 Operating Finance Operating Finance (dollars in thousands) (dollars in thousands) Right-of-use $ 6,116 $ 2,080 $ 12,003 $ 3,425 Lease liabilities: Lease liabilities—current portion 725 207 1,539 281 Lease liabilities 5,790 2,184 11,083 3,500 Total related parties lease liabilities $ 6,515 $ 2,391 $ 12,622 $ 3,781 Expenses recognized for related party leases were $0.9 million and $2.4 million for the three and nine months ended September 30, 2021, respectively. Expenses recognized for related party leases were $0.9 million and $2.6 million for the three and nine months ended September 30, 2020, respectively. | 18. RELATED PARTIES The Company had raised funds by issuing notes to various related parties including directors, officers, and shareholders and the balance at December 31, 2020 and 2019 was $12.0 million and $13.0 million, respectively, as discussed in “Note 8—Notes Payable Related Party” J.T. Burnette, the spouse of Kim Rivers, the Chief Executive Officer and Chair of the board of directors of the Company, is a minority owner of a company (the “Supplier”) that provides construction and related services to the Company. The Supplier is responsible for the construction of the Company’s cultivation and processing facilities, and provides labor, materials and equipment on a cost-plus basis. For the years ended December 31, 2020 and 2019 and 2018, property and equipment purchases totaled $96.7 million, $46.4 million and $12.1 million, respectively. As of December 31, 2020, and 2019, $10.4 million and $6.5 million was included in accounts payable in the consolidated balance sheets, as discussed in “ Note 5—Property and Equipment The Company has many leases from various real estate holding companies that are managed by various related parties including Benjamin Atkins, a former director and current shareholder of the Company, and the Supplier. As of December 31, 2020, and 2019, under ASC 842, the Company had $15.4 million and $18.9 million of right-of-use |
Contingencies
Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Contingencies | NOTE 17. CONTINGENCIES (a) Operating Licenses Although the possession, cultivation and distribution of cannabis for medical use is permitted in Florida, Massachusetts, California, Connecticut, Pennsylvania and West Virginia, cannabis is a Schedule-I (b) 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. Except as disclosed below, at September 30, 2021, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s condensed consolidated statements of operations and comprehensive income. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest. On December 30, 2019, a securities class-action complaint, David McNear v. Trulieve Cannabis Corp. et al. 1:19-cv-07289, Monica Acerra v. Trulieve Cannabis Corp. et al. 1:20-cv-00775, 10b-5 In re Trulieve Cannabis Corp. Securities Litigation 1:19-cv-07289, | 19. CONTINGENCIES (a) Operating Licenses Although the possession, cultivation and distribution of cannabis for medical use is permitted in Florida, California, Connecticut, Pennsylvania and West Virginia cannabis is a Schedule-I (b) 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. Except as disclosed below, at December 31, 2020, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated statements of operations and comprehensive income. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest. On December 30, 2019, a securities class-action complaint, David McNear v. Trulieve Cannabis Corp. et al. 1:19-cv-07289, Monica Acerra v. Trulieve Cannabis Corp. et al. 1:20-cv-00775, 10b-5 In re Trulieve Cannabis Corp. Securities Litigation 1:19-cv-07289, |
Financial Instruments and Finan
Financial Instruments and Financial Risk Management | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Financial Risk Management | 20. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (a) Financial Instruments The Company’s financial instruments consist of money market funds and warrant liability, to the point at which the warrants were converted to equity. Our financial instruments where carrying value approximates the fair value include cash, accounts payable and accrued liabilities, notes payable, notes payable related party, operating lease liability, finance lease liability, other long-term liabilities and construction finance liability. Excluding the money market funds and warrant liability classified at fair value, the carrying values of these financial instruments approximate their fair values at December 31, 2020 and 2019 due to their short-term nature or because the effective interest rate applied to the balance approximates the market rate. Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The three levels of hierarchy are: Level 1 – Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices in active markets, that are observable for the asset or liability, either directly or indirectly; and Level 3 – Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. The warrants liability is classified within level 2 of the fair value hierarchy. There have been no transfers between hierarchy levels during the years ended December 31, 2020 and 2019, respectively. The following tables present information about the Company’s financial instruments and their classifications as of December 31, 2020 and 2019 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value: Fair Value Measurements at December 31, 2020 using: Level 1 Level 2 Level 3 Total (dollars in thousands) Financial Assets: Money Market Funds(1) $ 65,516 $ — $ — $ 65,516 Financial Liabilities: Warrant Liability(3) $ — $ — $ — $ — Fair Value Measurements at December 31, 2019 using: Level 1 Level 2 Level 3 Total (dollars in thousands) Financial Assets: Money Market Funds(1) $ 77,993 $ — $ — $ 77,993 Financial Liabilities: Warrant Liability(2) $ — $ 9,892 $ — $ 9,892 (1) Money market funds are included within cash and cash equivalents in the Company’s consolidated balance sheets. As a short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that is fair value. (2) During the year ended December 31, 2020, the Company converted subordinate voting purchase warrants for the June and November debt to equity. (3) During the year ended December 31, 2019, the Company issued subordinate voting purchase warrants with the June and November debt see “Note 9—Debt” (b) Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by reviewing on an ongoing basis its capital requirements. During the year ended December 31, 2020, the Company completed several Debt financings see “ Note 9—Debt”. The following table summarizes the Company’s contractual cash flows: <1 Year 1 to 3 Years 3 to 5 Years >5 Years Total Accounts Payable and Accrued Liabilities $ 41,902 $ — $ — $ — $ 41,902 Notes Payable 2,000 4,000 — — 6,000 Notes Payable—Related Party 12,011 — — — 12,011 Other Long-Term Liabilities — — 130,000 — 130,000 Operating Lease Liability 5,480 10,681 9,764 14,225 40,150 Finance Lease Liability 6,964 12,899 11,375 24,669 55,907 Construction Finance Liability $ — $ — $ 61,071 $ 20,977 $ 82,047 A summary for future minimum lease payments due under our Lease Liability has been disclosed in “ Note 10—Leases (c) Credit Risk Management does not believe that the Company has credit risk related to its customers, as the Company’s revenue is generated primarily through cash transactions. The Company deals almost entirely with on demand sales and does not have any material wholesale agreements as of December 31, 2020. Concentrations of credit risk with respect to our cash and cash equivalents are limited primarily to amounts held with financial institutions. (d) Market Risk (i) Interest Rate Risk Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates. Interest rates have a direct impact on the valuation of the Company’s debt warrants whose value is calculated by using the Black-Scholes method for fair value calculation, for which interest rates are a key assumption used in the Black-Scholes valuation model. (ii) Concentration Risk The Company operates substantially in Florida. Should economic conditions deteriorate within that region, its results of operations and financial position would be negatively impacted. (e) Banking risk Notwithstanding that a majority of states have legalized medical marijuana, there has been no change in U.S. federal banking laws related to the deposit and holding of funds derived from activities related to the marijuana industry. Given that U.S. federal law provides that the production and possession of cannabis is illegal, there is a strong argument that banks cannot accept for deposit funds from businesses involved with the marijuana industry. Consequently, businesses involved in the marijuana industry often have difficulty accessing the U.S. banking system and traditional financing sources. The inability to open bank accounts with certain institutions may make it difficult to operate the businesses of the Company, its subsidiaries and investee companies, and leaves their cash holdings vulnerable. The Company has banking relationships in all jurisdictions in which it operates. In addition, the Company has cash balances in excess of Federal Deposit Insurance Corporation (the “FDIC”) limits, which results in the cash in excess of the FDIC limits being at risk if the financial institutions with which it does business fail. (f) COVID-19 The Company’s business could be materially and adversely affected by the outbreak of a widespread epidemic or pandemic or other public health crisis, including arising from the novel strain of the coronavirus known as COVID-19. This of COVID-19 could |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 18. SUBSEQUENT EVENTS Harvest Health & Recreation On October 1, 2021 (the “Closing Date”), the Company completed its previously announced acquisition of Harvest Health & Recreation Inc. (“Harvest”) pursuant to an Arrangement Agreement, dated May 10, 2021 (“the Arrangement Agreement”). On the Closing Date, the Company acquired all of the issued and outstanding subordinate voting shares, multiple voting shares and super voting shares (collectively the “Harvest Shares”) of Harvest. Pursuant to the terms of the Arrangement Agreement, holders of Harvest Shares received 0.1170 of a Subordinate Voting Share of the Company for each subordinate voting share of Harvest held. In total, the Company issued an aggregate of 50,874,175 Trulieve Shares, representing a value of $1.4 billion, in connection with the exchange for all of the issued and outstanding Harvest shares. The acquisition will be accounted for as a business combination in accordance with the Accounting Standards Codification (ASC) 805, Business Combinations. The Company has begun the process to determine the purchase price allocation for the assets acquired and liabilities assumed including estimating the fair values of intangible and tangible assets. Due to the limited time since the acquisition, these estimates and the initial accounting for the business combination have not been completed. As a result, the Company is unable to provide the amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed. Senior Secured Notes Due 2026 On October 6, 2021, the Company closed its previously announced private placement of 8% Senior Secured Notes (the “Notes”) for aggregate gross proceeds of $350.0 million and net proceeds of $342.6 million. The Notes were issued at 100% face value, bear an interest rate of 8% per annum payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased. The Notes will mature on October 6, 2026 and may be redeemed in whole or in part, at any time from time to time, on or after October 6, 2023 at the application redemption price set forth in the Indenture. The Company used a portion of the net proceeds to redeem certain outstanding indebtedness of Harvest, and intends to use the remaining net proceeds for capital expenditures and other general corporate purposes. | 21. SUBSEQUENT EVENTS The Company has evaluated subsequent events through March 22, 2021, which is the date these consolidated financial statements were approved by the board of directors of the Company. On March 22, 2021, we entered into a membership interest purchase agreement with Mountaineer Holding, LLC (“Mountaineer”). Mountaineer holds a West Virginia cultivation license and two dispensary licenses. We expected the transaction to close promptly following regulatory approval. On March 21, 2021, in accordance with the terms of our Articles, an aggregate of 551,614 outstanding Super Voting Shares converted automatically, without any action by the holders of such Super Voting Shares, into an aggregate of 551,614 Multiple Voting Shares. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Revision of Previously Issued Financial Statements | Revision of Previously Issued Financial Statements During the quarter ended September 30, 2021, the Company identified an error in its accounting for leases which was due to the lack of a complete lease population and the conclusions reached for the commencement date for leases not aligning with the possession date of the associated right of use asset. This resulted in an understatement of the associated right of use assets and the associated lease liabilities. The Company also identified a misstatement related to the accounting for asset acquisitions that were consummated during the three months ended June 30, 2021, which was due to the Company initially valuing the equity consideration transferred using the contract value whereas the fair value as of the closing date should have been used. This resulted in an understatement of intangible assets, an understatement of the associated deferred tax liabilities and an understatement of additional paid-in-capital. To correct the immaterial misstatements, during the quarter ended September 30, 2021, the Company elected to revise its previously issued interim unaudited condensed consolidated balance sheet as of June 30, 2021 and March 31, 2021 as well as the previously issued 2020 condensed consolidated balance sheet. The revision of the historical interim unaudited condensed consolidated balance sheet includes the correction of these immaterial misstatements as well as other previously identified balance sheet misclassifications. Accordingly, the accompanying interim unaudited condensed consolidated balance sheet and relevant footnotes in this Quarterly Report on Form 10-Q 10-Q. The The impact of the revision on the Company’s interim unaudited condensed consolidated balance sheet as of June 30, 2021 is reflected in the following table: Balance Sheet as of June 30, 2021 (unaudited) As Previously Adjustment As Revised Prepaid expenses and other current assets $ 28,313 $ (4,249 ) $ 24,064 Total current assets 442,090 (4,249 ) 437,841 Property and equipment, net 427,666 258 427,924 Right of use assets—operating, net 31,254 8,768 40,022 Right of use assets—finance, net 41,521 6,371 47,892 Intangible assets, net 123,106 (621 ) 122,485 Other assets 9,547 4,246 13,793 Total assets 1,146,307 14,773 1,161,080 Operating lease liabilities, current portion 3,583 432 4,015 Finance lease liabilities, current portion 4,723 281 5,004 Total current liabilities 76,738 713 77,451 Operating lease liabilities 29,381 8,396 37,777 Finance lease liabilities 39,694 5,822 45,516 Deferred tax liability 29,845 (2,213 ) 27,632 Total liabilities 390,072 12,718 402,790 Additional paid-in-capital 522,898 2,055 524,953 Total shareholders equity $ 756,235 $ 2,055 $ 758,290 Balance Sheet as of March 31, 2021 (unaudited) As Previously Adjustment As Revised Prepaid expenses and other current assets $ 25,180 $ (3,728 ) $ 21,452 Total current assets 294,157 (3,728 ) 290,429 Right of use assets—operating, net 30,051 2,830 32,881 Right of use assets—finance, net 38,380 1,838 40,218 Other assets 7,549 3,693 11,242 Total assets 897,455 4,633 902,088 Operating lease liabilities, current portion 3,324 173 3,497 Finance lease liabilities, current portion 4,344 70 4,414 Total current liabilities 100,900 243 101,143 Operating lease liabilities 28,326 2,581 30,907 Finance lease liabilities 36,294 1,809 38,103 Total liabilities $ 411,871 $ 4,633 $ 416,504 Balance Sheet as of December 31, 2020 As Previously Adjustment As Revised Prepaid expenses and other current assets $ 19,815 $ (3,696 ) $ 16,119 Total current assets 265,148 (3,696 ) 261,452 Right of use assets—operating, net 28,171 1,905 30,076 Other assets 3,944 3,584 7,528 Total assets 816,112 1,793 817,905 Operating lease liabilities, current portion 3,154 123 3,277 Total current liabilities 75,998 123 76,121 Operating lease liabilities 26,450 1,670 28,120 Total liabilities $ 368,208 $ 1,793 $ 370,001 The Company recorded operating lease expense, depreciation, and interest expense totaling $0.3 million in the income statement for the three months ended September 30, 2021 that related to these expenses from prior periods. This had . |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K 10-K”). 2019-12 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes 2019-12 ASU 2019-12 |
COVID-19 Pandemic | COVID-19 The global outbreak of the novel strain of the coronavirus known as COVID-19 non-essential shelters-in-place COVID-19, COVID-19 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying consolidated financial statements present the consolidated financial position and operations of Trulieve Cannabis Corp. and its subsidiaries as of and for the years ended December 31, 2020 and 2019 (the “consolidated financial statements”) in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Functional Currency | (b) Functional Currency The functional currency of the Company and its subsidiaries, as determined by management, is the United States (“U.S.”) dollar. These consolidated financial statements are presented in U.S. dollars. |
Basis of Consolidation | (c) Basis of Consolidation These consolidated financial statements include the financial information of the Company and its subsidiaries, Trulieve, Inc., Life Essence, Inc., Leef Industries, LLC, Trulieve Bristol, Inc. “Healing Corner”, PurePenn LLC, and Keystone Relief Centers “Solevo”. The accounts of the subsidiaries are prepared for the same reporting period using consistent accounting policies. All of the consolidated entities were under common control during the entirety of the periods for which their respective results of operations were included in the consolidated financial statements (i.e., from the date of their acquisition). See “Note 3—Acquisitions” |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash deposits in financial institutions plus cash held at retail locations. Cash held in money market investments are carried at fair value, cash held in financial institutions and cash held at retail locations, have carrying values that approximate fair value. |
Inventory | (e) Inventory Inventories are primarily comprised of raw materials, internally produced work in process, finished goods and packaging materials. Costs incurred during the growing and production process are capitalized as incurred to the extent that cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes. The Company capitalizes pre-harvest Inventories of purchased finished goods and packing materials are initially valued at cost and subsequently at the lower of cost and net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion, disposal and transportation for inventories in process. The Company periodically reviews its inventory and identifies that which is excess, slow moving and obsolete by considering factors such as inventory levels, expected product life and forecasted sales demand. Any identified excess, slow moving and obsolete inventory is written down to its net realizable value through a charge to cost of goods sold. The Company did not recognize any inventory reserves as of December 31, 2020 and 2019. |
Property and Equipment | (f) Property and Equipment Property and equipment are measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis over the following terms: Land Not Depreciated Buildings & Improvements 7 to 40 Years Furniture & Equipment 3 to 10 Years Vehicles 3 to 5 Years Construction in Progress Not Depreciated Leasehold Improvements The lesser of the life of the lease or the estimated useful life of the asset An asset’s residual value, useful life and depreciation method are reviewed during each financial year and adjusted if appropriate. Property and equipment, as well as right-of-use An impairment charge is recorded for the excess of the asset’s carrying value over its fair value, if any. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. The Company did not record any impairment charges on these long-lived assets during the years ended December 31, 2020 and 2019. Gains or losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and recognized in the statement of operations and comprehensive income. Construction in progress is transferred when available f o The Company capitalizes interest on debt financing invested in projects under construction. Upon the asset becoming available for use, capitalized interest costs, as a portion of the total cost of the asset, are depreciated over the estimated useful life of the related asset. |
Intangible Assets | (g) 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. Intangible assets that have indefinite useful lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The estimated useful lives, residual values and amortization methods are reviewed at each year-end, Intangible assets are amortized using the straight-line method over estimated useful lives as follows: Dispensary License 15 Tradenames 2 to 10 Customer Relationship 5 Years Moxie Brand 3 Years Non-Compete 2 Years Trademarks 6 months to 1 Year |
Goodwill | (h) Goodwill Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The Company reviews indefinite lived assets, including goodwill, annually at fiscal year-end The Company assesses the fair values of its intangible assets, and its reporting unit for goodwill testing purposes, as necessary, using an income-based approach. Under the income approach, fair value is based on the present value of estimated future cash flows. The Company operates as one operating segment and reporting unit and therefore, evaluates goodwill and other intangible assets with indefinite lives for impairment annually as one singular reporting unit once a year or more often when an event occurs or circumstances indicate the carrying value may not be recoverable The Company’s policy is to first perform a qualitative assessment to determine if it was more-likely-than-not that The Company did not identify any impairment of its goodwill at December 31, 2020 and 2019. |
Accounts Payable and Accrued Liabilities | (i) Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of: Year Ended December 31, 2020 2019 (dollars in thousands) Trade Accounts Payable $ 9,247 $ 9,954 Trade Accounts Payable—Related Party 10,403 6,463 Accrued Payroll 11,030 5,822 Other Payables and Accrued Liabilities 11,222 2,069 Total Accounts Payable and Accrued Liabilities $ 41,902 $ 24,308 |
Leases | (j) Leases In February 2016, the FASB issued ASU 2016-02, Leases (ASC The new standard was effective for the Company beginning January 1, 2019 and the standard was adopted using the modified retrospective transition approach, which allows the Company to recognize a cumulative effect adjustment to the opening balance of accumulated earnings in the period of adoption rather than restate comparative prior year periods. The cumulative effect adjustment to the opening balance of accumulated earnings is zero because (i) the Company does not have any unamortized initial direct costs as of January 1, 2019 that need to be written off; and (ii) the Company does not have any deferred gain or loss from our previous sale and operating leaseback transactions that need to be recognized. See “ Note 10—Leases |
Revenue Recognition | (k) Revenue Recognition Revenue is recognized by the Company in accordance with ASU 2014-09, Revenue In order to recognize revenue under ASU 2014-09, the • 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; and • Recognize revenue when or as the Company satisfies the performance obligation(s). The Company’s contracts with customers for the sale of dried cannabis, cannabis oil and other cannabis related products consist of multiple performance obligations. Revenue from the direct sale of cannabis to customers for a fixed price is recognized when the Company transfers control of the goods to the customer at the point of sale and the customer has paid for the goods. The Company has a loyalty rewards program that allows customers to earn reward credits to be used on future purchases. Loyalty reward credit issued as part of a sales transaction results in revenue being deferred until the loyalty reward is redeemed by the customer. The loyalty rewards are shown as reductions to ‘revenue, net of discounts’ line on the accompanying consolidated statements of operations and comprehensive income and included as deferred revenue on the consolidated balance sheet. Contract assets are defined in the standard to include amounts that represent the right to receive payment for goods and services that have been transferred to the customer with rights conditional upon something other than the passage of time. Contract liabilities are defined in the standard to include amounts that reflect obligations to provide goods and services for which payment has been received. There are no contract assets on unsatisfied performance obligations as of December 31, 2020 and 2019. For some of its locations, the Company offers a loyalty reward program to its dispensary customers. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. As of December 31, 2020 and 2019, the loyalty liability totaled $5.3 million and $2.4 million, respectively, that is included in deferred revenue on the consolidated balance sheet. |
Income Taxes | (l) Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As the Company operates in the cannabis industry, it is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of producing the products or cost of production. The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not |
Financial Instruments | (m) Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined 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 all related factors of the asset by market participants 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 inherent risk, transfer restrictions, and credit risk. Classification of financial instruments The Company applies the following fair value 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 – Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices in active markets, that are observable for the asset or liability, either directly or indirectly; and Level 3 – Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. |
Warrant Liability | (n) Warrant Liability The Company has issued subordinate voting share purchase warrants for the June and November debt, see “Note 9—Debt”. The June and November Warrants related to the June and November debt are governed by a warrant indenture date June 18, 2019 as supplemented pursuant to a supplement dated November 7, 2019. Each Warrant entitled the holder thereof to purchase one Subordinate Voting Share at an exercise price of C$17.25 per share at any time prior to June 18, 2022, subject to adjustment in certain events. The Warrant indenture provides that the share ratio and exercise price of the Note Warrants will be subject to adjustment in the event of a subdivision or consolidation of the Subordinate Voting Shares. On December 10, 2020, the Company entered into a Supplemental Warrant Indenture with Odyssey Trust Company pursuant to which it amended the terms of the issued and outstanding subordinate voting share purchase warrants of the Company (the “Public Warrants”) to convert the exercise price of the Public Warrants to $13.47 per share, the U.S. dollar equivalent of the Canadian dollar exercise price of the Public Warrants of C$17.25. The U.S. dollar exercise price was determined using the U.S. dollar exchange rate published by the Bank of Canada at the close of business on December 9, 2020 of C$1.00 = $0.781. See “ Note 9—Debt |
Share Capital | (o) Share Capital Common shares are classified as equity. The proceeds from the exercise of stock options or warrants together with amounts previously recorded in reserves over the vesting periods are recorded as share capital. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. |
Earnings Per Share | (p) Earnings Per Share The Company computes basic earnings attributable to common shareholders per share by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share attributable to shareholders gives effect to all potential dilutive shares outstanding during the period. The number of dilutive shares is calculated using the treasury stock method which reduces the effective number of shares by the amount of shares the Company could purchase with the proceeds of assumed exercises. |
Advertising Costs | (q) Advertising Costs Advertising costs which are expensed as incurred and are included in sales and marketing expenses were $2.1 million, $1.9 million and $0.3 million for the years ended December 31, 2020 2019, and 2018, respectively. |
Net Income and Comprehensive Income | (r) Net Income and Comprehensive Income The Company does not have any elements of other comprehensive income, therefore net income and comprehensive income are the same. |
Critical accounting estimates and judgments | (s) Critical accounting estimates and judgments The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Significant judgments, estimates and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements are described below. Accounting for acquisitions and business combinations The Company has treated the acquisitions described in Note 3 (a) (b) and (c) The Company has treated the acquisitions described in Note 3 (d) and (e) Inventories The net realizable value of inventories represents the estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price, what we expect to realize by selling the inventory and the contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans and expected market conditions. As a result, the actual amount received on sale could differ from the estimated value of inventory. Periodic reviews are performed on the inventory balance. The impact of changes in inventory reserves is reflected in cost of goods sold. Goodwill impairment Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill may have been impaired. In order to determine that the value of goodwill may have been impaired, the Company performs a qualitative assessment to determine that it was more-likely-than-not if Leases—(ASU 842) Leases requires lessees to discount lease payments using the rate implicit in the lease if that rate is readily available in accordance with ASU 842. If that rate cannot be readily determined, the lessee is required to use its incremental borrowing rate. The Company generally uses the incremental borrowing rate when initially recording real estate leases. Information from the lessor regarding the fair value of underlying assets and initial direct costs incurred by the lessor related to the leased assets is not available. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use non-cancellable Estimated useful lives and depreciation and amortization of property and equipment and intangible assets Depreciation and amortization of property and equipment and intangible assets are dependent upon estimates of useful lives, which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets. Share-based payment arrangements The Company uses the Black-Scholes pricing model to determine the fair value of warrants granted to employees and directors under share-based payment arrangements, where appropriate. In estimating fair value, management is required to make certain assumptions and estimates such as the expected life of units, volatility of the Company’s future share price, risk free rates, and future dividend yields at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. The Company classified its stock warrants as either liability or equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” (ASC 480) and ASC 815, “Derivatives and Hedging” (ASC 815), depending on the specific terms of the warrant agreement. Because of the Canadian denominated exercise price, the June and November Warrants did not qualify to be classified within equity and were therefore classified as derivative liabilities at fair value with changes to earnings in the statements of operations. On December 10, 2020, the Company amended the terms of the Warrants to convert the exercise price of the Warrants to U.S. Dollar which were then classified as equity on the consolidated Balance Sheet. The fair value of all warrants issued are determined by using the Black-Scholes valuation technique and were assigned based on the relative fair value of both the debt and the warrants issued. |
Recently Issued Accounting Pronouncements | (t) Recently Issued Accounting Pronouncements Recent accounting pronouncements, other than those below, issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect on the Company’s present or future financial statements. In February 2016, the FASB issued ASU No. 2016-02, Note 10—Leases In June 2016, the FASB issued ASU 2016-13, 2016-13 ASU 2016-13 will 2016-13 In August 2018, the FASB issued ASU 2018-13, 2018-13 2018-13 2018-13 In December 2019, the FASB issued ASU 2019-12, 2019-12 2019-12 |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Impact of Revision on Interim Unaudited Condensed Consolidated Balance Sheet | The impact of the revision on the Company’s interim unaudited condensed consolidated balance sheet as of June 30, 2021 is reflected in the following table: Balance Sheet as of June 30, 2021 (unaudited) As Previously Adjustment As Revised Prepaid expenses and other current assets $ 28,313 $ (4,249 ) $ 24,064 Total current assets 442,090 (4,249 ) 437,841 Property and equipment, net 427,666 258 427,924 Right of use assets—operating, net 31,254 8,768 40,022 Right of use assets—finance, net 41,521 6,371 47,892 Intangible assets, net 123,106 (621 ) 122,485 Other assets 9,547 4,246 13,793 Total assets 1,146,307 14,773 1,161,080 Operating lease liabilities, current portion 3,583 432 4,015 Finance lease liabilities, current portion 4,723 281 5,004 Total current liabilities 76,738 713 77,451 Operating lease liabilities 29,381 8,396 37,777 Finance lease liabilities 39,694 5,822 45,516 Deferred tax liability 29,845 (2,213 ) 27,632 Total liabilities 390,072 12,718 402,790 Additional paid-in-capital 522,898 2,055 524,953 Total shareholders equity $ 756,235 $ 2,055 $ 758,290 Balance Sheet as of March 31, 2021 (unaudited) As Previously Adjustment As Revised Prepaid expenses and other current assets $ 25,180 $ (3,728 ) $ 21,452 Total current assets 294,157 (3,728 ) 290,429 Right of use assets—operating, net 30,051 2,830 32,881 Right of use assets—finance, net 38,380 1,838 40,218 Other assets 7,549 3,693 11,242 Total assets 897,455 4,633 902,088 Operating lease liabilities, current portion 3,324 173 3,497 Finance lease liabilities, current portion 4,344 70 4,414 Total current liabilities 100,900 243 101,143 Operating lease liabilities 28,326 2,581 30,907 Finance lease liabilities 36,294 1,809 38,103 Total liabilities $ 411,871 $ 4,633 $ 416,504 Balance Sheet as of December 31, 2020 As Previously Adjustment As Revised Prepaid expenses and other current assets $ 19,815 $ (3,696 ) $ 16,119 Total current assets 265,148 (3,696 ) 261,452 Right of use assets—operating, net 28,171 1,905 30,076 Other assets 3,944 3,584 7,528 Total assets 816,112 1,793 817,905 Operating lease liabilities, current portion 3,154 123 3,277 Total current liabilities 75,998 123 76,121 Operating lease liabilities 26,450 1,670 28,120 Total liabilities $ 368,208 $ 1,793 $ 370,001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant and Equipment Useful Life | Property and equipment are measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis over the following terms: Land Not Depreciated Buildings & Improvements 7 to 40 Years Furniture & Equipment 3 to 10 Years Vehicles 3 to 5 Years Construction in Progress Not Depreciated Leasehold Improvements The lesser of the life of the lease or the estimated useful life of the asset |
Schedule of Intangible Assets are Amortized using Straight Line Method Over Estimated Useful Lives | Intangible assets are amortized using the straight-line method over estimated useful lives as follows: Dispensary License 15 Tradenames 2 to 10 Customer Relationship 5 Years Moxie Brand 3 Years Non-Compete 2 Years Trademarks 6 months to 1 Year |
Summary Of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consist of: Year Ended December 31, 2020 2019 (dollars in thousands) Trade Accounts Payable $ 9,247 $ 9,954 Trade Accounts Payable—Related Party 10,403 6,463 Accrued Payroll 11,030 5,822 Other Payables and Accrued Liabilities 11,222 2,069 Total Accounts Payable and Accrued Liabilities $ 41,902 $ 24,308 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | ||
Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 19,000 Shares issued upon acquisition 29,711 Contingent consideration payable in shares 46,951 Fair value of consideration exchanged $ 95,662 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 563 Accounts receivable 1,300 Prepaid expenses and other current assets 376 Inventories 7,461 Property and equipment, net 26,233 Intangible assets, net: State license 45,310 Moxie license 2,960 Tradename 580 Goodwill 46,349 Other assets 478 Accounts payable and accrued liabilities (2,189 ) Construction finance liability (17,413 ) Deferred tax liability (16,346 ) Total net assets acquired $ 95,662 | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 19,000 Shares issued upon issuance 27,000 Contingent consideration payable in shares 50,000 Fair value of consideration exchanged $ 96,000 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 563 Accounts receivable 1,300 Prepaids and other current assets 376 Inventory 7,461 Property and equipment, net 26,233 Intangible assets: Tradename 580 Moxie license 2,960 State license 45,310 Goodwill 47,311 Other assets 478 Accounts payable and accrued expenses (2,189 ) Construction liability (17,413 ) Deferred tax liability (16,970 ) Total net assets acquired 96,000 |
Keystone Relief Centers LLC | ||
Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The following table summarizes the final allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 10,000 Shares issued upon acquisition 11,004 Contingent consideration payable in shares 15,249 Net working capital adjustment 624 Fair value of consideration exchanged $ 36,877 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 1,229 Accounts receivable 117 Prepaid expenses and other current assets 91 Inventories 2,337 Property and equipment, net 2,245 Right of use asset 2,156 Intangible assets, net: Dispensary license 19,890 Tradename 930 Goodwill 17,985 Accounts payable and accrued liabilities (790 ) Lease liability (2,156 ) Deferred tax liability (7,157 ) Total net assets acquired $ 36,877 | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 10,000 Shares issued upon issuance 10,000 Contingent consideration payable in shares 15,000 Net working capital adjustment 715 Fair value of consideration exchanged $ 35,715 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 1,229 Accounts receivable 117 Prepaids and other current assets 91 Inventory 2,337 Property and equipment, net 2,245 Right of use asset 2,156 Intangible assets: Dispensary License 16,090 Tradename 930 Goodwill 19,473 Accounts payable and accrued expenses (790 ) Lease liability (2,156 ) Deferred tax liability (6,007 ) Total net assets acquired $ 35,715 |
The Healing Corner, Inc [Member] | ||
Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 19,900 Fair value of consideration exchanged $ 19,900 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 2 Inventory 73 Prepaids 4 Property and equipment, net 203 Intangible assets: Dispensary License 14,300 Trademark 321 Customer Relationship 1,000 Non-Compete 35 Goodwill 7,316 Accrued expenses (4 ) Deferred tax liability (3,350 ) Total net assets acquired $ 19,900 | |
Life Essence Inc [Member] | ||
Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 4,125 Transaction costs 270 Fair value of consideration exchanged $ 4,395 Recognized amounts of identifiable assets acquired and liabilities assumed: Intangible asset—dispensary license $ 6,144 Accrued expenses (121 ) Deferred tax liability (1,628 ) Total net assets acquired $ 4,395 | |
Leef Industries LLC [Member] | ||
Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: (dollars in thousands) Consideration: Cash $ 3,250 Balance of Purchase Price Payable 750 Transaction costs 25 Fair value of consideration exchanged $ 4,025 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 7 Inventory 19 Property and equipment, net 8 Intangible assets: Dispensary License 5,470 Tradename 10 Accrued expenses (38 ) Deferred tax liability (1,452 ) Total net assets acquired $ 4,025 | |
Keystone Shops [Member] | ||
Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed | (dollars in thousands) Consideration: Cash $ 20,251 Shares issued upon acquisition 35,385 Fair value of consideration exchanged $ 55,636 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 500 Inventories 1,766 Prepaid expenses and other current assets 240 Property and equipment 1,144 Right of use asset—finance 1,340 Intangible assets Dispensary license 27,000 Tradename 100 Favorable leasehold interests, net 86 Goodwill 40,072 Other assets 40 Accounts payable and accrued liabilities (878 ) Income tax payable (2,892 ) Operating lease liabilities (1,340 ) Other long-term liabilities (2,179 ) Deferred tax liability (9,363 ) Total net assets acquired $ 55,636 | |
Natures Remedy Of Massachusetts Inc [Member] | ||
Summary of Total Consideration Paid was Allocated to Assets and Liabilities Acquired Based on Relative Fair Values | This adjustment resulted in an updated total consideration of $16.2 million consisting of $7.0 million in cash and 237,881 in Trulieve Shares with an updated fair value of $9.1 million and less than $0.1 million in transaction costs. Refer to “ Note 2. Basis of Presentation Revisions of Previously Issued Financial Statements (dollars in thousands) Consideration: Cash $ 7,000 Shares issued upon acquisition 9,139 Transaction costs 23 Fair value of consideration exchanged $ 16,162 Recognized amounts of identifiable assets acquired and liabilities assumed: Prepaid expenses and other current assets $ 12 Property and equipment 1,006 Right of use asset—finance 799 Intangible assets Dispensary license 19,630 Accounts payable and accrued liabilities (335 ) Finance lease liability (594 ) Deferred tax liability (4,356 ) Total net assets acquired $ 16,162 | |
Patient Centric Of Marthas Vineyard [Member] | ||
Summary of Total Consideration Paid was Allocated to Assets and Liabilities Acquired Based on Relative Fair Values | As a result, the acquisition of PCMV has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. (dollars in thousands) Consideration: Shares issued upon acquisition $ 10,012 Transaction costs 18 Fair value of consideration exchanged $ 10,030 Recognized amounts of identifiable assets acquired and liabilities assumed: Right of use asset—finance $ 1,756 Intangible assets Dispensary license 13,298 Finance lease liabilities (2,321 ) Deferred tax liability (2,703 ) Total net assets acquired $ 10,030 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Summary of Inventory | The Company’s inventory includes the following at September 30, 2021 and December 31, 2020: September 30, December 31, (dollars in thousands) Raw material Cannabis plants $ 19,419 $ 10,661 Harvested cannabis and packaging 23,529 11,233 Total raw material 42,948 21,894 Work in process 63,952 54,780 Finished goods-unmedicated 3,473 3,908 Finished goods-medicated 23,501 17,730 Total inventories $ 133,874 $ 98,312 | Inventories are comprised of the following items at December 31: 2020 2019 (dollars in thousands) Raw Material Cannabis plants 10,661 $ 10,835 Harvested Cannabis and Packaging 11,233 8,132 Total Raw Material 21,894 18,967 Work in Process 54,781 34,212 Finished Goods-Unmedicated 3,908 5,263 Finished Goods-Medicated 17,730 7,538 Total Inventories 98,312 $ 65,981 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | At September 30, 2021 and December 31, 2020, Property and Equipment consisted of the following: September 30, 2021 December 31, 2020 (dollars in thousands) Land $ 7,468 $ 5,878 Buildings and improvements 288,133 156,372 Construction in progress 162,528 129,588 Furniture and equipment 93,485 51,714 Vehicles 349 351 Total 551,963 343,903 Less: accumulated depreciation (50,854 ) (29,858 ) Total property and equipment, net $ 501,109 $ 314,045 | At December 31, 2020 and 2019, Property and Equipment consisted of the following: 2020 2019 (dollars in thousands) Land $ 5,022 $ 4,479 Buildings & Improvements 112,692 89,542 Construction in Progress 182,962 24,732 Furniture & Equipment 46,532 38,659 Vehicles 351 288 Total 347,559 157,701 Less: accumulated depreciation (29,858 ) (12,953 ) Total property and equipment, net $ 317,701 $ 144,748 |
Intangible Assets & Goodwill (T
Intangible Assets & Goodwill (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Summary of Definite-Lived Intangible Assets | At September 30, 2021 and December 31, 2020, definite-lived intangible assets consisted of the following: September 30, 2021 (dollars in thousands) Net Adjustments to Additions Amortization Net Licenses $ 84,517 $ 3,061 $ 68,493 $ (5,593 ) $ 150,478 Internal use software 3,656 — 3,589 (529 ) 6,716 Moxie brand 2,828 — — (740 ) 2,088 Tradenames 2,109 — 100 (741 ) 1,468 Customer relationship 683 — — (151 ) 532 Miscellaneous 7 — 86 (93 ) — $ 93,800 $ 3,061 $ 72,268 $ (7,847 ) $ 161,282 December 31, 2020 (dollars in thousands) Net Acquired Additions Amortization Net Licenses $ 24,538 $ 887 $ 61,400 $ (2,308 ) $ 84,517 Internal use software 3,656 — — — 3,656 Moxie brand — — 2,960 (132 ) 2,828 Tradenames 800 — 1,510 (201 ) 2,109 Customer relationship 883 — — (200 ) 683 Miscellaneous 25 — — (18 ) 7 Trademarks 134 — — (134 ) — $ 30,036 $ 887 $ 65,870 $ (2,993 ) $ 93,800 | At December 31, 2020 and 2019, definite-lived intangible assets consisted of the following: December 31, 2020 (dollars in thousands) Net amount Acquired license agreements Additions from acquisitions Amortization expense Net amount Licenses $ 24,538 $ 887 $ 61,400 $ 2,308 84,517 Moxie brand — — 2,960 132 2,828 Tradenames 800 — 1,510 201 2,109 Customer relationship 883 — — 200 683 Non-compete 25 — — 18 7 Trademarks 134 — — 134 — $ 26,380 $ 887 $ 65,870 $ 2,992 90,144 December 31, 2019 (dollars in thousands) Net amount Acquired license agreements Additions from acquisitions Amortization expense Net amount Licenses $ 11,568 $ — $ 14,300 $ 1,330 $ 24,538 Moxie brand — — — — — Tradenames 900 — — 100 800 Customer relationship — — 1,000 117 883 Non-compete — — 35 10 25 Trademarks 9 — 321 196 134 $ 12,477 $ — $ 15,656 $ 1,753 $ 26,380 |
Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets | The following table outlines the estimated future annual amortization expense related to all intangible assets as of September 30, 2021: Estimated (dollars in thousands) Remaining 2021 $ 3,326 2022 13,887 2023 13,320 2024 12,349 2025 11,895 Thereafter 106,505 $ 161,282 | The following table outlines the estimated future annual amortization expense related to intangible assets as of December 31, 2020: Year Ended December 31, Estimated Amortization (dollars in thousands) 2021 $ 7,914 2022 7,823 2023 7,038 2024 6,066 2025 5,982 Thereafter 55,321 $ 90,144 |
Summary of Goodwill | At September 30, 2021, Goodwill consisted of the following: (dollars in thousands) At January 1, 2020 7,316 Acquisition of PurePenn, LLC and Pioneer Leasing & Consulting, LLC 47,311 Acquisition of Solevo Wellness 19,473 At December 31, 2020 74,100 Measurement period purchase price allocation adjustments of Solevo Wellness (2,639 ) Measurement period purchase price allocation adjustments of PurePenn, LLC and Pioneer Leasing & Consulting, LLC (338 ) At June 30, 2021 71,123 Acquisition of Keystone Shops 40,072 Measurement period purchase price allocation adjustments of Solevo Wellness 1,150 Measurement period purchase price allocation adjustments of PurePenn, LLC and Pioneer Leasing & Consulting, LLC (624 ) At September 30, 2021 $ 111,721 | At December 31, 2020, Goodwill consisted of the following: (dollars in thousands) At January 1, 2019 $ — Acquisition of The Healing Corner, Inc. 7,316 At of December 31, 2019 $ 7,316 Acquisition of PurePenn, LLC and Pioneer Leasing & Consulting, LLC 47,311 Acquisition of Solevo Wellness 19,473 At December 31, 2020 $ 74,100 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Notes Payable | At September 30, 2021 and December 31, 2020, notes payable consisted of the following : September 30, December 31, (dollars in thousands) Promissory note dated April 10, 2017, with annual interest at 12%, due between April $ 4,000 $ 4,000 Promissory note dated December 7, 2017, with annual interest at 12%, secured by certain property located in Miami, FL due December 2021 2,000 2,000 Total notes payable 6,000 6,000 Less current portion (6,000 ) (2,000 ) Long-term notes payable $ — $ 4,000 | At December 31, 2020 and 2019, 2020 2019 (dollars in thousands) Promissory note dated April 10, 2017, with annual interest at 12%, due between April $ 4,000 $ 4,000 Promissory note dated December 7, 2017, with annual interest at 12%, secured by certain property located in Miami, FL, due December 2021 2,000 2,000 Less current portion (2,000 ) (2,000 ) Long Term Notes Payable $ 4,000 $ 4,000 |
Schedule of Stated Maturities of Notes Payable | Stated maturities of notes payable are as follows: As of September 30, (dollars in thousands) 2021 $ 2,000 2022 4,000 $ 6,000 | Stated maturities of notes payables are as follows: Year Ended December 31, (dollars in thousands) 2020 $ — 2021 2,000 2022 4,000 $ 6,000 |
Notes Payable Related Party (Ta
Notes Payable Related Party (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Notes Payable Related Party [Abstract] | ||
Summary of Notes Payable Related Party | At September 30, 2021 and December 31, 2020, notes payable related party consisted of the following: September 30, December 31, (dollars in thousands) Notes payable due to related parties, with varying interest rates between 8% to 12% annual, with varying maturity dates $ 12,000 $ 12,011 Less current portion (12,000 ) (12,011 ) Non-current $ — $ — | At December 31, 2020 and 2019, 2020 2019 2018 (dollars in thousands) Notes payable due to related parties, with varying interest rates between 8% to 12% annual, with varying maturity dates $ 12,011 $ 12,952 $ 14,215 Less debt discount — (49 ) (141 ) Less current portion (12,011 ) (924 ) (1,427 ) Non-current $ — $ 11,979 $ 12,647 |
Summary of Stated Maturities of Notes Payable to Related Parties | Stated maturities of notes payable to related parties are as follows: (dollars in 2022 $ 12,000 $ 12,000 | Stated maturities of notes payable to related parties are as follows: Year Ended December 31, (dollars in thousands) 2021 $ 12,011 $ 12,011 |
Private Placement Notes (Tables
Private Placement Notes (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instruments [Abstract] | ||
Summary of Scheduled Annual Maturities of Principal Portion of Long-Term Debt Outstanding | Scheduled annual maturities of the principal portion of long-term debt outstanding at September 30, 2021 in the successive five-year period and thereafter are summarized below: Private (dollars in 2021 $ — 2022 — 2023 — 2024 130,000 2025 — Thereafter — Total debt 130,000 Less: unamortized debt issuance costs (10,522 ) Net debt $ 119,478 | Scheduled annual maturities of the principal portion of long-term debt outstanding at December 31, 2020 in the successive five-year period and thereafter are summarized below: Year Ended December 31, Other Long-term Liabilities (dollars in thousands) 2021 $ — 2022 — 2023 — 2024 130,000 2025 Thereafter — Total Debt 130,000 Less: Unamortized debt issuance costs (12,835 ) Net Debt $ 117,165 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Components of Lease Cost | The following table provides the components of lease cost recognized in the condensed consolidated statement of operations and comprehensive income for the three and nine months ended September 30, 2021 and 2020: For the Three Months For the Nine Months Lease Cost 2021 2020 2021 2020 (dollars in thousands) Operating lease cost 2,483 1,545 5,751 4,087 Finance lease cost: Amortization of lease assets 1,990 1,496 5,357 3,688 Interest on lease liabilities 1,177 782 2,914 1,801 Finance lease cost 3,167 2,278 8,271 5,489 Variable lease cost 2,529 28 3,139 310 Total lease cost $ 8,179 $ 3,851 $ 17,161 $ 9,886 | The following table provides the components of lease cost recognized in the consolidated statement of operations and comprehensive income for the year ended December 31, 2020 and 2019. Year Ended December 31, Lease Cost 2020 2019 Operating lease cost 5,700 5,542 Finance lease cost: Amortization of lease assets 4,956 1,984 Interest on lease liabilities 2,133 960 Finance lease cost 7,089 2,944 Variable lease cost 222 192 Total lease cost $ 13,010 $ 8,678 |
Schedule of Weighted Average Discount Rate and Remaining Lease Term | Weighted average discount rate and remaining lease term for the nine months ended September 30, 2021 are as follows: Operating Finance Weighted average discount rate 8.75 % 8.46 % Weighted average remaining lease term (in years) 8.67 8.20 | Other information related to operating and finance leases as of and for the year ended December 31, 2020 are as follows: Finance Lease Operating Lease Weighted average discount rate 8.36 % 8.64 % Weighted average remaining lease term (in years) 8.51 7.49 |
Schedule of Maturity of Contractual Undiscounted Lease Liabilities | The maturity of the contractual undiscounted lease liabilities as of September 30, 2021 is as follows: Operating Finance (dollars in thousands) Remainder of 2021 $ 1,991 $ 2,494 2022 8,173 10,509 2023 7,886 13,246 2024 7,759 9,395 2025 7,800 9,069 Thereafter 35,893 43,875 Total undiscounted lease liabilities 69,502 88,588 Interest on lease liabilities (21,581 ) (26,000 ) Total present value of minimum lease payments 47,921 62,588 Lease liability—current portion (4,264 ) (5,354 ) Lease liability $ 43,657 $ 57,234 | The maturity of the contractual undiscounted lease liabilities as of December 31, 2020 is as follows: Year Ended December 31, Finance Lease Operating Lease (dollars in thousands) 2021 $ 6,964 $ 5,480 2022 6,642 5,405 2023 6,257 5,276 2024 5,787 4,921 2025 5,588 4,843 Thereafter 24,669 14,225 Total undiscounted lease liabilities 55,907 40,150 Interest on lease liabilities (16,972 ) (10,545 ) Total present value of minimum lease payments 38,935 29,605 Lease liability—current portion 3,877 3,154 Lease liability $ 35,058 $ 26,450 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Exercisable Warrants Issued and Outstanding to Certain Employees and Director | Number of Warrants Weighted average exercise price ($CAD) Weighted Average Remaining Contractual Life (Yrs) Outstanding and exercisable at December 31, 2017 — — — Granted 535,446 6.00 2.00 Exercised (321,268 ) 6.00 — Outstanding and exercisable at December 31, 2018 214,178 6.00 1.66 Granted — — — Exercised (214,178 ) 6.00 — Outstanding and exercisable at December 31, 2019 — — — Granted — — — Exercised — — — Outstanding and exercisable at December 31, 2020 — — — |
Share Based Compensation (Table
Share Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of Fair Value of Options Granted with Assumptions | For the Nine Months For the Nine Months Fair value at grant date $10.58-$11.20 $3.11-$3.26 Stock price at grant date $26.88-$33.42 $11.52-$12.50 Exercise price at grant date $26.88-$33.42 $11.52-$12.50 Expected life in years 3.00 - 3.50 1.58 - 2.00 Expected volatility 49.88% - 53.75% 49.10% - 50.15% Expected annual rate of dividends 0% 0% Risk free annual interest rate 0.16% - 0.79% 1.40 - 1.58% | Year Ended December 31, 2020 Fair Value at Grant Date $ 3.11 – $3.26 Stock Price at Grant Date $ 11.52 – $12.50 Exercise Price at Grant Date $ 11.52 – $12.50 Expected Life in Years 1.58 – 2.00 Expected Volatility 49.10% –50.15 % Expected Annual Rate of Dividends 0 % Risk Free Annual Interest Rate 1.40% – 1.58 % |
Schedule of Number and Weighted-average Exercise Prices and Remaining Contractual Life of Options | The number and weighted-average exercise prices and remaining contractual life of options at September 30, 2021 were as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2021 1,129,774 11.72 4.01 — Granted 877,509 29.32 3.55 — Exercised (36,787 ) 11.52 — — Forfeited — — — — Outstanding, September 30, 2021 1,970,496 $ 19.56 4.52 $ 8.43 Exercisable, September 30, 2021 517,672 $ 11.71 3.34 $ 15.20 | The number and weighted-average exercise prices and remaining contractual life of options at December 31, 2020 were as follows: Number of Options Weighted average exercise price Weighted Average Remaining Contractual Life (Yrs) Outstanding at January 1, 2020 — $ — — Granted 1,252,403 11.70 1.93 Exercised (9,180 ) 11.52 — Forfeited (113,444 ) 11.52 — Outstanding, December 31, 2020 1,129,779 11.72 1.92 Exercisable, December 31, 2020 554,456 $ 11.70 — |
Schedule of Restricted Stock Units | Number of Weighted average Balance as of January 1, 2021 — — Granted 3,249,319 25.45 Vested (2,904,079 ) 25.28 Forfeited — — Balance as of September 30, 2021 345,240 $ 26.88 | |
Summary of warrants issued and outstanding to certain employees and director | The following table summarizes the warrants issued and outstanding to certain employees and directors of the Company as of December 31, 2020 and the changes during the nine months ended September 30, 2021: Number of Weighted Weighted Outstanding as of January 1, 2021 6,061,561 6.00 0.72 Granted — — — Exercised (2,075,990 ) 6.00 — Exchanged in cashless exercise (413,057 ) — — Cancelled (3,572,514 ) — — Outstanding as of September 30, 2021 — — — | The following table summarizes the warrants issued and outstanding to certain employees and directors of the Company as of December 31, 2020 and 2019 and the changes during the year ended December 31, 2020: Number of Warrants Weighted average exercise price ($CAD) Weighted Average Remaining Contractual Life (Yrs) Outstanding as of December 31, 2018 8,784,872 6.00 2.72 Granted — — — Exercised — — — Outstanding as of December 31, 2019 8,784,872 6.00 1.72 Granted — — — Exercised 2,723,311 — — Outstanding as of December 31, 2020 6,061,561 6.00 0.72 |
Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of Fair Value of Options Granted with Assumptions | The following were the assumptions utilized in the model during the year ended December 31, 2020 December 31, 2020 Stock Price ($CAD) $ 6.00 Exercise Price ($CAD) $ 6.00 Expected Life in Years 3.00 Annualized Volatility 51 % Annual Rate of Quarterly Dividends 0 % Discount Rate—Bond Equivalent Yield 3 % |
Reverse Takeover Transaction (T
Reverse Takeover Transaction (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination, Consideration Transferred [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable | The acquisition costs have been allocated as follows: Fair value of 200,000 shares issued $ 927 Transaction costs 460 Total purchase price $ 1,387 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of Reconciliation For Calculation of Basic And Diluted Earnings Per Share | The following is a reconciliation for the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2021 and 2020: For the Three Months Ended For the Nine Months Ended 2021 2020 2021 2020 (dollars in thousands) (dollars in thousands) Net income $ 18,616 $ 17,415 $ 89,574 $ 59,958 Weighted average number of common shares outstanding 128,146,298 112,039,640 122,983,729 111,824,816 Dilutive effect of warrants and options outstanding 8,762,968 5,909,584 7,943,354 4,173,888 Diluted weighted average number of common shares outstanding 136,909,266 117,949,224 130,927,083 115,998,704 Basic earnings per share $ 0.15 $ 0.16 $ 0.73 $ 0.54 Diluted earnings per share $ 0.14 $ 0.15 $ 0.68 $ 0.52 | The following is a reconciliation for the calculation of basic and diluted earnings per share for the years ended December 31, 2020, 2019 and 2018: 2020 2019 2018 (dollars in thousands) Net Income $ 62,999 $ 53,094 $ 10,893 Weighted average number of common shares outstanding 113,572,379 110,206,103 101,697,002 Dilutive effect of warrants and options outstanding 4,753,345 5,111,839 1,504,125 Diluted weighted average number of common shares outstanding 118,325,724 115,317,942 103,201,127 Basic earnings per share $ 0.55 $ 0.48 $ 0.11 Diluted earnings per share $ 0.53 $ 0.46 $ 0.11 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Summary of Income Tax Expense and Effective Tax Rate | The following table summarizes the Company’s income tax expense and effective tax rate for the three and nine months ended September 30, 2021 and 2020 For the Three Months For the Nine Months 2021 2020 2021 2020 (dollars in thousands) (dollars in thousands) Income before provision for income taxes $ 60,219 $ 43,363 $ 194,828 $ 127,074 Provision for income taxes 41,603 25,948 105,254 67,116 Effective tax rate 69 % 60 % 54 % 53 % | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax provision include: Year Ended December 31, 2020 2019 2018 (dollars in thousands) Current $ 99,338 $ 51,494 $ 22,697 Deferred (4,887 ) (908 ) (546 ) $ 94,451 $ 50,586 $ 22,151 | |
Schedule of Effective Income Tax Rate Reconciliation | Year Ended December 31, 2020 2019 2018 (dollars in thousands) Income before income taxes $ 157,450 $ 103,680 $ 33,044 Federal statutory rate 21.0 % 21.0 % 21.0 % Theoretical tax expense 33,064 21,773 6,939 State taxes 12,406 9,477 4,366 Other (1,666 ) 1,310 1,176 Tax effect of non-deductible Nondeductible share based compensation — — 3,154 Section 280E permanent differences 50,646 18,026 6,517 61,386 28,813 15,212 Tax expense $ 94,451 $ 50,586 $ 22,151 | |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes consist of the following at December 31, 2020 and 2019, and 2018: Year Ended December 31, 2020 2019 2018 (dollars in thousands) Deferred tax assets Lease liability $ 1,219 $ 1,020 $ — Other deferred tax assets 7,025 969 570 Deferred tax liabilities Right of use assets (1,210 ) (1,099 ) — Intangible assets (26,446 ) (6,144 ) (3,080 ) Property and equipment (3,153 ) (233 ) (534 ) Lease payments (1,010 ) — — Net deferred tax liability $ (23,575 ) $ (5,486 ) $ (3,044 ) |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Right of Use Assets and Lease Liabilities under ASC 842 | As of September 30, 2021 and December 31, 2020, under ASC 842, the Company had the following in the condensed consolidated balance sheet: As of September 30, 2021 As of December 31, 2020 Operating Finance Operating Finance (dollars in thousands) (dollars in thousands) Right-of-use $ 6,116 $ 2,080 $ 12,003 $ 3,425 Lease liabilities: Lease liabilities—current portion 725 207 1,539 281 Lease liabilities 5,790 2,184 11,083 3,500 Total related parties lease liabilities $ 6,515 $ 2,391 $ 12,622 $ 3,781 |
Financial Instruments and Fin_2
Financial Instruments and Financial Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary Of Fair Value Measurements | The following tables present information about the Company’s financial instruments and their classifications as of December 31, 2020 and 2019 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value: Fair Value Measurements at December 31, 2020 using: Level 1 Level 2 Level 3 Total (dollars in thousands) Financial Assets: Money Market Funds(1) $ 65,516 $ — $ — $ 65,516 Financial Liabilities: Warrant Liability(3) $ — $ — $ — $ — Fair Value Measurements at December 31, 2019 using: Level 1 Level 2 Level 3 Total (dollars in thousands) Financial Assets: Money Market Funds(1) $ 77,993 $ — $ — $ 77,993 Financial Liabilities: Warrant Liability(2) $ — $ 9,892 $ — $ 9,892 (1) Money market funds are included within cash and cash equivalents in the Company’s consolidated balance sheets. As a short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that is fair value. (2) During the year ended December 31, 2020, the Company converted subordinate voting purchase warrants for the June and November debt to equity. (3) During the year ended December 31, 2019, the Company issued subordinate voting purchase warrants with the June and November debt see “Note 9—Debt” |
Summary Of Contractual Cash Flows | The following table summarizes the Company’s contractual cash flows: <1 Year 1 to 3 Years 3 to 5 Years >5 Years Total Accounts Payable and Accrued Liabilities $ 41,902 $ — $ — $ — $ 41,902 Notes Payable 2,000 4,000 — — 6,000 Notes Payable—Related Party 12,011 — — — 12,011 Other Long-Term Liabilities — — 130,000 — 130,000 Operating Lease Liability 5,480 10,681 9,764 14,225 40,150 Finance Lease Liability 6,964 12,899 11,375 24,669 55,907 Construction Finance Liability $ — $ — $ 61,071 $ 20,977 $ 82,047 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021 | |
Basis Of Presentation [Line Items] | ||
Change in accounting principle, accounting standards update, adopted [true false] | true | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | Jan. 1, 2021 |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true |
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201912Member | |
Operating lease expense, depreciation, and interest expense | $ 0.3 |
Basis of Presentation - Impact
Basis of Presentation - Impact of Revision on Interim Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Basis Of Presentation [Line Items] | ||||||||||
Prepaid expenses and other current assets | $ 25,791 | $ 24,064 | $ 21,452 | $ 16,119 | $ 7,678 | |||||
Total current assets | 385,704 | 437,841 | 290,429 | 261,452 | 165,471 | |||||
Property and equipment, net | 501,109 | 427,924 | 314,045 | 144,748 | ||||||
Right of use assets—operating, net | 45,753 | 40,022 | 32,881 | 30,076 | 22,045 | |||||
Right of use assets—finance, net | 58,393 | 47,892 | 40,218 | 36,904 | 19,088 | |||||
Intangible assets, net | 161,282 | 122,485 | 93,800 | 30,036 | $ 12,477 | |||||
Other assets | 12,077 | 13,793 | 11,242 | 7,528 | 949 | |||||
TOTAL ASSETS | 1,276,039 | 1,161,080 | 902,088 | 817,905 | 385,996 | |||||
Operating lease liabilities—current portion | 4,264 | 4,015 | 3,497 | 3,277 | 2,541 | |||||
Finance lease liabilities - current portion | 5,354 | 5,004 | 4,414 | 3,877 | 2,272 | |||||
Total current liabilities | 94,469 | 77,451 | 101,143 | 76,121 | 52,667 | |||||
Operating lease liabilities | 43,657 | 37,777 | 30,907 | 28,120 | 20,601 | |||||
Finance lease liabilities | 57,234 | 45,516 | 38,103 | 35,058 | 17,168 | |||||
Deferred tax liability | 40,099 | 27,632 | 23,575 | 5,486 | ||||||
TOTAL LIABILITIES | 453,396 | 402,790 | 416,504 | 370,001 | 253,114 | |||||
Additional paid-in-capital | 613,379 | 524,953 | 328,214 | 76,192 | ||||||
TOTAL SHAREHOLDERS' EQUITY | $ 822,643 | 758,290 | 485,584 | 447,904 | $ 289,735 | $ 188,568 | $ 157,710 | 132,883 | $ 78,814 | $ 4,160 |
As Previously Reported | ||||||||||
Basis Of Presentation [Line Items] | ||||||||||
Prepaid expenses and other current assets | 28,313 | 25,180 | 19,815 | |||||||
Total current assets | 442,090 | 294,157 | 265,148 | |||||||
Property and equipment, net | 427,666 | 317,701 | ||||||||
Right of use assets—operating, net | 31,254 | 30,051 | 28,171 | |||||||
Right of use assets—finance, net | 41,521 | 38,380 | ||||||||
Intangible assets, net | 123,106 | 90,144 | $ 26,380 | |||||||
Other assets | 9,547 | 7,549 | 3,944 | |||||||
TOTAL ASSETS | 1,146,307 | 897,455 | 816,112 | |||||||
Operating lease liabilities—current portion | 3,583 | 3,324 | 3,154 | |||||||
Finance lease liabilities - current portion | 4,723 | 4,344 | ||||||||
Total current liabilities | 76,738 | 100,900 | 75,998 | |||||||
Operating lease liabilities | 29,381 | 28,326 | 26,450 | |||||||
Finance lease liabilities | 39,694 | 36,294 | ||||||||
Deferred tax liability | 29,845 | |||||||||
TOTAL LIABILITIES | 390,072 | 411,871 | 368,208 | |||||||
Additional paid-in-capital | 522,898 | 275,644 | ||||||||
TOTAL SHAREHOLDERS' EQUITY | 756,235 | |||||||||
Adjustment | ||||||||||
Basis Of Presentation [Line Items] | ||||||||||
Prepaid expenses and other current assets | (4,249) | (3,728) | (3,696) | |||||||
Total current assets | (4,249) | (3,728) | (3,696) | |||||||
Property and equipment, net | 258 | |||||||||
Right of use assets—operating, net | 8,768 | 2,830 | 1,905 | |||||||
Right of use assets—finance, net | 6,371 | 1,838 | ||||||||
Intangible assets, net | (621) | |||||||||
Other assets | 4,246 | 3,693 | 3,584 | |||||||
TOTAL ASSETS | 14,773 | 4,633 | 1,793 | |||||||
Operating lease liabilities—current portion | 432 | 173 | 123 | |||||||
Finance lease liabilities - current portion | 281 | 70 | ||||||||
Total current liabilities | 713 | 243 | 123 | |||||||
Operating lease liabilities | 8,396 | 2,581 | 1,670 | |||||||
Finance lease liabilities | 5,822 | 1,809 | ||||||||
Deferred tax liability | (2,213) | |||||||||
TOTAL LIABILITIES | 12,718 | $ 4,633 | $ 1,793 | |||||||
Additional paid-in-capital | 2,055 | |||||||||
TOTAL SHAREHOLDERS' EQUITY | $ 2,055 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Property Plant and Equipment Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | The lesser of the life of the lease or the estimated useful life of the asset |
Minimum [Member] | Building and Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Minimum [Member] | Furniture And Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Building and Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Maximum [Member] | Furniture And Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Maximum [Member] | Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Intangible Assets are Amortized using Straight Line Method Over Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Dispensary License [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets,Amortized Estimated Useful Lives | 15 years |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets,Amortized Estimated Useful Lives | 5 years |
Moxie Brand [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets,Amortized Estimated Useful Lives | 3 years |
Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets,Amortized Estimated Useful Lives | 2 years |
Minimum [Member] | Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets,Amortized Estimated Useful Lives | 2 years |
Minimum [Member] | Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets,Amortized Estimated Useful Lives | 6 months |
Maximum [Member] | Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets,Amortized Estimated Useful Lives | 10 years |
Maximum [Member] | Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets,Amortized Estimated Useful Lives | 1 year |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary Of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Trade Accounts Payable | $ 9,247 | $ 9,954 | |
Trade Accounts Payable—Related Party | 10,403 | 6,463 | |
Accrued Payroll | 11,030 | 5,822 | |
Other Payables and Accrued Liabilities | 11,222 | 2,069 | |
Total Accounts Payable and Accrued Liabilities | $ 62,769 | 41,903 | $ 24,308 |
Previously Reported [Member] | |||
Total Accounts Payable and Accrued Liabilities | $ 41,902 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 10, 2020 | |
Inventory reserves | $ 0 | $ 0 | ||
Impairment charges on long lived assets | 0 | 0 | ||
Impairment of intangible assets | 0 | 0 | ||
Impairment of goodwill | 0 | 0 | ||
Contract assets on unsatisfied performance obligations | $ 0 | 0 | ||
Uncertain income tax position will not be recognised when estimated range not reach suatained percentage | 50.00% | |||
Advertising costs | $ 2,100 | 1,900 | $ 300 | |
Subordinate Voting Share Purchase Warrants [Member] | ||||
Warrants exercise price | $ 17.25 | |||
Warrants Converted exercise price | $ 13.47 | |||
Deferred Revenue [Member] | ||||
Total Loyalty liability | $ 5,300 | $ 2,400 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | Jul. 08, 2021USD ($)shares | Jul. 02, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Jun. 08, 2021USD ($) | May 06, 2021USD ($) | Nov. 12, 2020USD ($)Dispensaryshares | Oct. 31, 2020USD ($)shares | Sep. 30, 2021USD ($)shares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 30, 2018 |
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Cash | $ 119,600,000 | $ 65,000,000 | $ 96,700,000 | $ 46,400,000 | $ 12,100,000 | |||||||||||
Transaction costs related to acquisition | 460,000 | |||||||||||||||
Business combination, total consideration | 1,387,000 | |||||||||||||||
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Acquired membership interests percentage | 100.00% | |||||||||||||||
Upfront payment | $ 48,700,000 | |||||||||||||||
Equity interests acquired, fair value | $ 29,700,000 | |||||||||||||||
Equity interests acquired, number of shares | shares | 1,298,964 | |||||||||||||||
Payment of cash | $ 19,000,000 | 19,000,000 | ||||||||||||||
Business acquisition potential earn-out payment maximum shares to be issued on achievement of EBITDA milestone | shares | 2,405,488 | |||||||||||||||
Transaction costs related to acquisition | $ 1,800,000 | $ 1,800,000 | 1,800,000 | |||||||||||||
Business combination, increase (decrease) in contingent consideration payable | (3,000,000) | $ 2,700,000 | ||||||||||||||
Goodwill, period increase (decrease) | (3,000,000) | 2,700,000 | ||||||||||||||
Business combination, total consideration | 95,662,000 | 96,000,000 | ||||||||||||||
Adjustment to the deferred tax liability to Increase (decrease) of goodwill | 600,000 | |||||||||||||||
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | Pennsylvania | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Upfront payment | 46,000,000 | |||||||||||||||
Equity interests acquired, fair value | $ 27,000,000 | |||||||||||||||
Equity interests acquired, number of shares | shares | 1,780,061 | |||||||||||||||
Keystone Relief Centers LLC | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Acquired membership interests percentage | 100.00% | |||||||||||||||
Equity interests acquired, fair value | $ 1,000,000 | $ 11,000,000 | 1,000,000 | |||||||||||||
Equity interests acquired, number of shares | shares | 481,097 | |||||||||||||||
Payment of cash | $ 10,000,000 | 10,000,000 | ||||||||||||||
Business acquisition potential earn-out payment maximum shares to be issued on achievement of EBITDA milestone | shares | 721,647 | |||||||||||||||
Transaction costs related to acquisition | $ 900,000 | 900,000 | $ 900,000 | |||||||||||||
Business combination, increase (decrease) in contingent consideration payable | 200,000 | |||||||||||||||
Goodwill, period increase (decrease) | 200,000 | $ (3,800,000) | ||||||||||||||
Number of medical marijuana dispensaries | Dispensary | 3 | |||||||||||||||
Upfront purchase price | $ 21,000,000 | |||||||||||||||
Business combination, increase in contingent consideration intangible assets | $ 3,800,000 | |||||||||||||||
Goodwill, period increase (decrease) initial valuation | 1,000,000 | |||||||||||||||
Business combination, total consideration | 36,877,000 | 35,715,000 | ||||||||||||||
Adjustment to the deferred tax liability to Increase (decrease) of goodwill | 1,200,000 | |||||||||||||||
Keystone Relief Centers LLC | Pennsylvania | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Equity interests acquired, fair value | $ 10,000,000 | |||||||||||||||
Number of medical marijuana dispensaries | Dispensary | 3 | |||||||||||||||
Upfront purchase price | $ 20,000,000 | |||||||||||||||
PurePenn and Solevo Wellness [Member] | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Business Acquisitions,Unaudited proforma revenue | 575,200,000 | |||||||||||||||
Business Acquisitions,Unaudited Net Income | 75,700,000 | |||||||||||||||
The Healing Corner, Inc [Member] | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Payment of cash | 19,900,000 | |||||||||||||||
Transaction costs related to acquisition | 300,000 | |||||||||||||||
Business combination, total consideration | 19,900,000 | |||||||||||||||
Leef Industries LLC [Member] | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Percentage of membership interests acquired | 80.00% | |||||||||||||||
Percentage of payment occurred in 2019 | 19.00% | |||||||||||||||
Percentage of payment for remaining balance made in 2020 | 1.00% | |||||||||||||||
Transaction costs | 25,000 | |||||||||||||||
Payment of cash | 3,250,000 | |||||||||||||||
Business combination, total consideration | $ 4,025,000 | |||||||||||||||
PCMV | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Equity interests acquired, number of shares holdback as security for indemnity claims | shares | 10,879 | 10,881 | ||||||||||||||
Equity interests acquired, number of shares holdback period as security for indemnity claims | 6 months | 6 months | ||||||||||||||
Equity interests acquired, fair value | $ 10,000,000 | $ 4,700,000 | ||||||||||||||
Equity interests acquired, number of shares | shares | 258,383 | 258,383 | ||||||||||||||
Anna Holdings, LLC | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Acquired membership interests percentage | 100.00% | |||||||||||||||
Equity interests acquired, fair value | $ 35,400,000 | |||||||||||||||
Equity interests acquired, number of shares | shares | 1,009,336 | |||||||||||||||
Payment of cash | $ 20,300,000 | |||||||||||||||
Business combination, total consideration | 55,600,000 | |||||||||||||||
Business combination, contingent consideration on enactment, adoption or approval | 5,000,000 | |||||||||||||||
Business combination, contingent consideration liability | $ 0 | |||||||||||||||
Dispensary License | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||||
Dispensary License | PCMV | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||||
Dispensary License | Anna Holdings, LLC | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||||
Nature's Remedy of Massachusetts, Inc. | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Total consideration | 16,162,000 | |||||||||||||||
Cash | $ 7,000,000 | |||||||||||||||
Number of shares issued | shares | 237,881 | |||||||||||||||
Transaction costs | $ 23,000 | |||||||||||||||
Deferred tax liability | 4,356,000 | 4,356,000 | ||||||||||||||
Asset acquisition, increase (decrease) in fair value of equity consideration | 2,600,000 | |||||||||||||||
Equity interest consideration, fair value | 9,100,000 | |||||||||||||||
Nature's Remedy of Massachusetts, Inc. | Maximum | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Transaction costs | $ 100,000 | |||||||||||||||
Nature's Remedy of Massachusetts, Inc. | Dispensary License | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||||
Definite lived intangible assets | $ 19,630,000 | $ 19,630,000 | ||||||||||||||
Solevo Wellness West Virginia, LLC | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Percentage of membership interests acquired | 100.00% | |||||||||||||||
Total consideration | 800,000 | |||||||||||||||
Cash | $ 200,000 | |||||||||||||||
Number of shares issued | shares | 11,658 | |||||||||||||||
Debt forgiveness | $ 100,000 | |||||||||||||||
Asset acquisition, increase (decrease) in fair value of equity consideration | $ (100,000) | |||||||||||||||
Equity interest consideration, fair value | 400,000 | |||||||||||||||
Solevo Wellness West Virginia, LLC | Maximum | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Transaction costs | 100,000 | |||||||||||||||
Solevo Wellness West Virginia, LLC | Dispensary License | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Total consideration | $ 800,000 | |||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||||
Definite lived intangible assets | $ 1,000,000 | |||||||||||||||
Deferred tax liability | $ 200,000 | |||||||||||||||
Mountaineer Holding, LLC | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Percentage of membership interests acquired | 100.00% | |||||||||||||||
Total consideration | 5,500,000 | |||||||||||||||
Cash | $ 3,000,000 | |||||||||||||||
Number of shares issued | shares | 60,342 | |||||||||||||||
Asset acquisition, increase (decrease) in fair value of equity consideration | $ (500,000) | |||||||||||||||
Equity interest consideration, fair value | $ 2,500,000 | |||||||||||||||
Mountaineer Holding, LLC | Cultivation Permit and Dispensary Permits | ||||||||||||||||
Business Combination And Asset Acquisition [Line Items] | ||||||||||||||||
Total consideration | $ 5,500,000 | |||||||||||||||
Definite-lived intangible assets, useful life | 15 years | |||||||||||||||
Definite lived intangible assets | $ 7,000,000 | |||||||||||||||
Deferred tax liability | $ 1,500,000 |
Acquisitions - Summary of Total
Acquisitions - Summary of Total Consideration Paid was Allocated to Assets and Liabilities Acquired Based on Relative Fair Values (Details) - USD ($) $ in Thousands | Jul. 08, 2021 | Jul. 02, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Consideration: | ||||||||
Cash | $ 119,600 | $ 65,000 | $ 96,700 | $ 46,400 | $ 12,100 | |||
Nature's Remedy of Massachusetts, Inc. | ||||||||
Consideration: | ||||||||
Cash | $ 7,000 | |||||||
Shares issued upon acquisition | 9,139 | |||||||
Transaction costs | 23 | |||||||
Fair value of consideration exchanged | 16,162 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Prepaid expenses and other current assets | 12 | |||||||
Property and equipment | 1,006 | |||||||
Right of use asset - finance | 799 | |||||||
Intangible assets | ||||||||
Accounts payable and accrued liabilities | (335) | |||||||
Finance lease liability | (594) | |||||||
Deferred tax liability | (4,356) | |||||||
Total net assets acquired | 16,162 | |||||||
Nature's Remedy of Massachusetts, Inc. | Dispensary License | ||||||||
Intangible assets | ||||||||
Intangible assets, net | $ 19,630 | |||||||
Keystone Shops [Member] | ||||||||
Consideration: | ||||||||
Cash | $ 20,251 | |||||||
Shares issued upon acquisition | 35,385 | |||||||
Fair value of consideration exchanged | 55,636 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Cash | 500 | |||||||
Inventories | 1,766 | |||||||
Prepaid expenses and other current assets | 240 | |||||||
Property and equipment | 1,144 | |||||||
Right of use asset - finance | 1,340 | |||||||
Intangible assets | ||||||||
Goodwill | 40,072 | |||||||
Other assets | 40 | |||||||
Accounts payable and accrued liabilities | (878) | |||||||
Income tax payable | (2,892) | |||||||
Operating lease liabilities | (1,340) | |||||||
Other long-term liabilities | (2,179) | |||||||
Deferred tax liability | (9,363) | |||||||
Total net assets acquired | 55,636 | |||||||
Keystone Shops [Member] | Dispensary License | ||||||||
Intangible assets | ||||||||
Intangible assets, net | 27,000 | |||||||
Keystone Shops [Member] | Trademarks [Member] | ||||||||
Intangible assets | ||||||||
Intangible assets, net | 100 | |||||||
Keystone Shops [Member] | Favorable Leasehold Interests | ||||||||
Intangible assets | ||||||||
Intangible assets, net | $ 86 | |||||||
PCMV | ||||||||
Consideration: | ||||||||
Shares issued upon acquisition | $ 10,012 | |||||||
Transaction costs | 18 | |||||||
Fair value of consideration exchanged | 10,030 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Right of use asset - finance | 1,756 | |||||||
Intangible assets | ||||||||
Finance lease liability | (2,321) | |||||||
Deferred tax liability | (2,703) | |||||||
Total net assets acquired | 10,030 | |||||||
PCMV | Dispensary License | ||||||||
Intangible assets | ||||||||
Intangible assets, net | $ 13,298 |
Acquisitions - Summary of Alloc
Acquisitions - Summary of Allocation of Consideration Exchanged for Estimated/Final Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 12, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 |
Consideration: | |||||||
Fair value of consideration exchanged | $ 1,387 | ||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||
Right of Use Asset | 30,076 | $ 45,753 | $ 40,022 | $ 32,881 | $ 22,045 | ||
Intangible assets, net: | |||||||
Goodwill | 74,100 | $ 111,721 | $ 71,123 | $ 7,316 | $ 0 | ||
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | |||||||
Consideration: | |||||||
Cash | $ 19,000 | 19,000 | |||||
Shares issued upon issuance | 29,711 | 27,000 | |||||
Contingent consideration payable in shares | 46,951 | 50,000 | |||||
Fair value of consideration exchanged | 95,662 | 96,000 | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||
Cash | 563 | 563 | |||||
Accounts receivable | 1,300 | 1,300 | |||||
Prepaid expenses and other current assets | 376 | 376 | |||||
Inventories | 7,461 | 7,461 | |||||
Property and equipment, net | 26,233 | 26,233 | |||||
Intangible assets, net: | |||||||
Goodwill | 46,349 | 47,311 | |||||
Other assets | 478 | 478 | |||||
Accounts payable and accrued liabilities | (2,189) | (2,189) | |||||
Construction finance liability | (17,413) | (17,413) | |||||
Deferred tax liability | (16,346) | (16,970) | |||||
Total net assets acquired | 95,662 | 96,000 | |||||
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | Tradename | |||||||
Intangible assets, net: | |||||||
Intangible Assets, Net | 580 | 580 | |||||
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | Moxie License | |||||||
Intangible assets, net: | |||||||
Intangible Assets, Net | 2,960 | 2,960 | |||||
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | State License | |||||||
Intangible assets, net: | |||||||
Intangible Assets, Net | 45,310 | 45,310 | |||||
Keystone Relief Centers LLC | |||||||
Consideration: | |||||||
Cash | 10,000 | 10,000 | |||||
Shares issued upon issuance | 11,004 | 10,000 | |||||
Contingent consideration payable in shares | 15,249 | 15,000 | |||||
Net Working Capital Adjustment | 624 | 715 | |||||
Fair value of consideration exchanged | 36,877 | 35,715 | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||
Cash | 1,229 | 1,229 | |||||
Accounts receivable | 117 | 117 | |||||
Prepaid expenses and other current assets | 91 | 91 | |||||
Inventories | 2,337 | 2,337 | |||||
Property and equipment, net | 2,245 | 2,245 | |||||
Right of Use Asset | 2,156 | 2,156 | |||||
Intangible assets, net: | |||||||
Goodwill | 17,985 | 19,473 | |||||
Accounts payable and accrued liabilities | (790) | (790) | |||||
Lease Liability | (2,156) | (2,156) | |||||
Deferred tax liability | (7,157) | (6,007) | |||||
Total net assets acquired | 36,877 | 35,715 | |||||
Keystone Relief Centers LLC | Tradename | |||||||
Intangible assets, net: | |||||||
Intangible Assets, Net | 930 | 930 | |||||
Keystone Relief Centers LLC | Dispensary License | |||||||
Intangible assets, net: | |||||||
Intangible Assets, Net | $ 19,890 | 16,090 | |||||
The Healing Corner, Inc [Member] | |||||||
Consideration: | |||||||
Cash | 19,900 | ||||||
Fair value of consideration exchanged | 19,900 | ||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||
Cash | 2 | ||||||
Prepaid expenses and other current assets | 4 | ||||||
Inventories | 73 | ||||||
Property and equipment, net | 203 | ||||||
Intangible assets, net: | |||||||
Goodwill | 7,316 | ||||||
Accrued expenses | (4) | ||||||
Deferred tax liability | (3,350) | ||||||
Total net assets acquired | 19,900 | ||||||
The Healing Corner, Inc [Member] | Tradename | |||||||
Intangible assets, net: | |||||||
Intangible Assets, Net | 321 | ||||||
The Healing Corner, Inc [Member] | Dispensary License | |||||||
Intangible assets, net: | |||||||
Intangible Assets, Net | 14,300 | ||||||
The Healing Corner, Inc [Member] | Customer Relationship | |||||||
Intangible assets, net: | |||||||
Intangible Assets, Net | 1,000 | ||||||
The Healing Corner, Inc [Member] | Non-compete | |||||||
Intangible assets, net: | |||||||
Intangible Assets, Net | 35 | ||||||
Life Essence Inc [Member] | |||||||
Consideration: | |||||||
Cash | 4,125 | ||||||
Transaction costs | 270 | ||||||
Fair value of consideration exchanged | 4,395 | ||||||
Intangible assets, net: | |||||||
Accrued expenses | (121) | ||||||
Deferred tax liability | (1,628) | ||||||
Total net assets acquired | 4,395 | ||||||
Life Essence Inc [Member] | Dispensary License | |||||||
Intangible assets, net: | |||||||
Intangible Assets, Net | 6,144 | ||||||
Leef Industries LLC [Member] | |||||||
Consideration: | |||||||
Cash | 3,250 | ||||||
Balance of Purchase Price Payable | 750 | ||||||
Transaction costs | 25 | ||||||
Fair value of consideration exchanged | 4,025 | ||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||
Cash | 7 | ||||||
Inventories | 19 | ||||||
Property and equipment, net | 8 | ||||||
Intangible assets, net: | |||||||
Accrued expenses | (38) | ||||||
Deferred tax liability | (1,452) | ||||||
Total net assets acquired | 4,025 | ||||||
Leef Industries LLC [Member] | Tradename | |||||||
Intangible assets, net: | |||||||
Intangible Assets, Net | 10 | ||||||
Leef Industries LLC [Member] | Dispensary License | |||||||
Intangible assets, net: | |||||||
Intangible Assets, Net | $ 5,470 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | |||
Total Raw Material | $ 42,948 | $ 21,894 | $ 18,967 |
Work in process | 63,952 | 54,780 | 34,212 |
Total inventories | 133,874 | 98,312 | 65,981 |
Previously Reported [Member] | |||
Inventory [Line Items] | |||
Work in process | 54,781 | ||
Cannabis Plants | |||
Inventory [Line Items] | |||
Total Raw Material | 19,419 | 10,661 | 10,835 |
Harvested Cannabis and Packaging | |||
Inventory [Line Items] | |||
Total Raw Material | 23,529 | 11,233 | 8,132 |
Unmedicated | |||
Inventory [Line Items] | |||
Finished Goods | 3,473 | 3,908 | 5,263 |
Medicated | |||
Inventory [Line Items] | |||
Finished Goods | $ 23,501 | $ 17,730 | $ 7,538 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||||
Property and Equipment, Gross | $ 551,963 | $ 343,903 | $ 157,701 | |
Less: accumulated depreciation | (50,854) | (29,858) | (12,953) | |
Total property and equipment, net | 501,109 | $ 427,924 | 314,045 | 144,748 |
Previously Reported [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Property and Equipment, Gross | 347,559 | |||
Total property and equipment, net | $ 427,666 | 317,701 | ||
Land | ||||
Property Plant And Equipment [Line Items] | ||||
Property and Equipment, Gross | 7,468 | 5,878 | 4,479 | |
Land | Previously Reported [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Property and Equipment, Gross | 5,022 | |||
Buildings and Improvements | ||||
Property Plant And Equipment [Line Items] | ||||
Property and Equipment, Gross | 288,133 | 156,372 | 89,542 | |
Buildings and Improvements | Previously Reported [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Property and Equipment, Gross | 112,692 | |||
Construction In Progress | ||||
Property Plant And Equipment [Line Items] | ||||
Property and Equipment, Gross | 162,528 | 129,588 | 24,732 | |
Construction In Progress | Previously Reported [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Property and Equipment, Gross | 182,962 | |||
Furniture and Equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Property and Equipment, Gross | 93,485 | 51,714 | 38,659 | |
Furniture and Equipment | Previously Reported [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Property and Equipment, Gross | 46,532 | |||
Vehicles | ||||
Property Plant And Equipment [Line Items] | ||||
Property and Equipment, Gross | $ 349 | $ 351 | $ 288 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||||
Interest capitalized | $ 2,200 | $ 1,300 | $ 4,400 | $ 2,100 | $ 4,800 | $ 500 | $ 1,000 | |
Depreciation | 8,100 | $ 3,900 | 21,000 | 10,700 | 16,900 | 9,300 | 3,000 | |
Property and equipment purchases | 119,600 | $ 65,000 | 96,700 | 46,400 | 12,100 | |||
Intangible assets, net | 161,282 | 161,282 | 93,800 | 30,036 | 12,477 | $ 122,485 | ||
Property and equipment, net | 501,109 | 501,109 | 314,045 | 144,748 | $ 427,924 | |||
Land Buildings And Improvements And Furniture And Equipment [Member] | Scenario, Adjustment [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property and equipment, net | 50,000 | |||||||
Internal Use Software [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Intangible assets, net | $ 6,716 | 6,716 | 3,656 | 3,656 | ||||
Accounts Payable [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property and equipment purchases | $ 14,700 | 10,400 | 6,500 | |||||
J.T. Burnette [Member] | Chief Executive Officer and Chair of the Board of Directors [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property and equipment purchases | 96,700 | 46,400 | $ 12,100 | |||||
J.T. Burnette [Member] | Accounts Payable [Member] | Chief Executive Officer and Chair of the Board of Directors [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property and equipment purchases | $ 10,400 | $ 6,500 |
Intangible Assets & Goodwill -
Intangible Assets & Goodwill - Summary of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||||||
Net amount, beginning balance | $ 122,485 | $ 93,800 | $ 30,036 | $ 30,036 | $ 12,477 | |
Adjustments to purchase price allocation | 3,061 | |||||
Acquired license agreements | 887 | |||||
Additions | 72,268 | 65,870 | 15,656 | |||
Amortization expense | (3,300) | $ (500) | (7,847) | (1,700) | (2,993) | (1,753) |
Net amount, ending balance | 161,282 | 161,282 | 93,800 | 30,036 | ||
Previously Reported [Member] | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Net amount, beginning balance | 123,106 | 90,144 | 26,380 | 26,380 | ||
Amortization expense | (2,992) | |||||
Net amount, ending balance | 90,144 | 26,380 | ||||
Licenses | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Net amount, beginning balance | 84,517 | 24,538 | 24,538 | 11,568 | ||
Adjustments to purchase price allocation | 3,061 | |||||
Acquired license agreements | 887 | |||||
Additions | 68,493 | 61,400 | 14,300 | |||
Amortization expense | (5,593) | (2,308) | 1,330 | |||
Net amount, ending balance | 150,478 | 150,478 | 84,517 | 24,538 | ||
Moxie Brand | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Net amount, beginning balance | 2,828 | |||||
Additions | 2,960 | |||||
Amortization expense | (740) | (132) | ||||
Net amount, ending balance | 2,088 | 2,088 | 2,828 | |||
Tradenames | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Net amount, beginning balance | 2,109 | 800 | 800 | 900 | ||
Additions | 100 | 1,510 | ||||
Amortization expense | (741) | (201) | 100 | |||
Net amount, ending balance | 1,468 | 1,468 | 2,109 | 800 | ||
Customer Relationship | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Net amount, beginning balance | 683 | 883 | 883 | |||
Additions | 1,000 | |||||
Amortization expense | (151) | (200) | 117 | |||
Net amount, ending balance | 532 | 532 | 683 | 883 | ||
Non-compete | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Net amount, beginning balance | 7 | 25 | 25 | |||
Additions | 86 | 35 | ||||
Amortization expense | (93) | (18) | 10 | |||
Net amount, ending balance | 7 | 25 | ||||
Trademarks | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Net amount, beginning balance | 134 | 134 | 9 | |||
Additions | 321 | |||||
Amortization expense | (134) | 196 | ||||
Net amount, ending balance | 134 | |||||
Internal Use Software | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Net amount, beginning balance | 3,656 | $ 3,656 | 3,656 | |||
Additions | 3,589 | |||||
Amortization expense | (529) | |||||
Net amount, ending balance | $ 6,716 | $ 6,716 | $ 3,656 | $ 3,656 |
Intangible Assets & Goodwill _2
Intangible Assets & Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization expense | $ 3,300 | $ 500 | $ 7,847 | $ 1,700 | $ 2,993 | $ 1,753 |
Intangible Assets & Goodwill _3
Intangible Assets & Goodwill - Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Indefinite-lived Intangible Assets [Line Items] | |||||
Remaining 2021 | $ 3,326 | ||||
2022 | 13,887 | $ 7,914 | |||
2023 | 13,320 | 7,823 | |||
2024 | 12,349 | 7,038 | |||
2025 | 11,895 | 6,066 | |||
2025 | 5,982 | ||||
Thereafter | 106,505 | ||||
Thereafter | 55,321 | ||||
Estimated amortization | $ 161,282 | $ 122,485 | 93,800 | $ 30,036 | $ 12,477 |
Previously Reported [Member] | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Estimated amortization | $ 123,106 | $ 90,144 | $ 26,380 |
Intangible Assets & Goodwill _4
Intangible Assets & Goodwill - Summary of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | $ 71,123 | $ 74,100 | $ 7,316 | $ 0 |
Goodwill, Ending Balance | 111,721 | 71,123 | 74,100 | 7,316 |
PurePenn, LLC and Pioneer Leasing & Consulting, LLC | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | 47,311 | |||
Acquisition | 47,311 | |||
Adjustment to Purchase Price Allocation | (624) | (338) | ||
Goodwill, Ending Balance | 47,311 | |||
Solevo Wellness | ||||
Goodwill [Line Items] | ||||
Acquisition | $ 19,473 | |||
Adjustment to Purchase Price Allocation | 1,150 | $ (2,639) | ||
Healing Corner Inc [Member] | ||||
Goodwill [Line Items] | ||||
Acquisition | $ 7,316 | |||
Key Stone Shops [Member] | ||||
Goodwill [Line Items] | ||||
Acquisition | $ 40,072 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Notes Payable [Line Items] | ||||
Total notes payable | $ 6,000 | $ 6,000 | $ 6,000 | |
Less current portion | (6,000) | (2,000) | $ (2,000) | |
Long-term notes payable | 0 | 4,000 | 4,000 | |
Promissory Note Dated April10, 2017 with Annual Interest at 12%, Due Between April and July 2022 | ||||
Notes Payable [Line Items] | ||||
Total notes payable | 4,000 | 4,000 | 4,000 | |
Promissory Note Dated December 7, 2017 with Annual Interest at 12%, Due December 2021 | ||||
Notes Payable [Line Items] | ||||
Total notes payable | $ 2,000 | $ 2,000 | $ 2,000 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Promissory Note Dated April10, 2017 with Annual Interest at 12%, Due Between April and July 2022 | ||
Notes Payable [Line Items] | ||
Notes payable, commencement date | Apr. 10, 2017 | Apr. 10, 2017 |
Notes payable, annual interest rate | 12.00% | 12.00% |
Notes payable, maturity description | due between April and July 2022 | due between April and July 2022 |
Notes payable, maturity month and year range, start | 2022-04 | 2022-04 |
Notes payable, maturity month and year range, end | 2022-07 | 2022-07 |
Promissory Note Dated December 7, 2017 with Annual Interest at 12%, Due December 2021 | ||
Notes Payable [Line Items] | ||
Notes payable, commencement date | Dec. 7, 2017 | Dec. 7, 2017 |
Notes payable, annual interest rate | 12.00% | 12.00% |
Notes payable, maturity month and year | 2021-12 | 2021-12 |
Notes Payable - Schedule of Sta
Notes Payable - Schedule of Stated Maturities of Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | |||
2021 | $ 2,000 | ||
2022 | 4,000 | $ 2,000 | |
2022 | 4,000 | ||
Total notes payable | $ 6,000 | $ 6,000 | $ 6,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Amended Unsecured Promissory Note [Member] | |
Notes Payable [Line Items] | |
Debt instrument extended maturity term | 3 years |
Debt instrument maturity period | 2022-05 |
Promissory Note [Member] | |
Notes Payable [Line Items] | |
Threshold limit for prepayment of note | $ 24 |
Notes Payable Related Party - S
Notes Payable Related Party - Summary of Notes Payable Related Party (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Notes Payable Related Party [Abstract] | ||||
Notes payable due to related parties, with varying interest rates between 8% to 12% annual, with varying maturity dates | $ 12,000 | $ 12,011 | $ 12,952 | $ 14,215 |
Less debt discount | (49) | (141) | ||
Less current portion | $ (12,000) | $ (12,011) | (924) | (1,427) |
Non-current portion | $ 11,979 | $ 12,647 |
Notes Payable Related Party -_2
Notes Payable Related Party - Summary of Notes Payable Related Party (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Minimum | ||
Notes Payable Related Party [Line Items] | ||
Notes payable due to related parties, interest rate | 8.00% | 8.00% |
Maximum | ||
Notes Payable Related Party [Line Items] | ||
Notes payable due to related parties, interest rate | 12.00% | 12.00% |
Notes Payable Related Party -_3
Notes Payable Related Party - Summary of Stated Maturities of Notes Payable to Related Parties (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Notes Payable Related Party [Abstract] | ||||
2022/2021 | $ 12,000 | $ 12,011 | ||
Notes payable due to related parties | $ 12,000 | $ 12,011 | $ 12,952 | $ 14,215 |
Notes Payable Related Party - A
Notes Payable Related Party - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021PromissoryNote | Sep. 30, 2018USD ($) | Apr. 30, 2018USD ($) | Dec. 31, 2019USD ($)PromissoryNote | Dec. 31, 2018USD ($)PromissoryNote | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | May 31, 2018USD ($) | |
Notes Payable Related Party [Line Items] | ||||||||
Number of unsecured promissory notes | PromissoryNote | 2 | |||||||
Unamortized debt discount amount related party | $ (49,000) | $ (141,000) | ||||||
Repayment of related party debt | 6,000,000 | |||||||
Property plant and equipment financed through notes payable related party | $ 300,000 | $ 3,100,000 | ||||||
C To C Lines Of Credit | ||||||||
Notes Payable Related Party [Line Items] | ||||||||
Repayment of long term line of credit | $ 1,500,000 | |||||||
Former Shareholder And Director | March Two Thousand And Nineteen Unsecured Notes | Benjamin Atkins | ||||||||
Notes Payable Related Party [Line Items] | ||||||||
Long term debt term | 24 months | |||||||
Related party transaction interest rate | 8.00% | |||||||
Debt instrument face value | $ 300,000 | |||||||
Unamortized debt discount amount related party | $ 10,092 | |||||||
Former Shareholder And Director | March Two Thousand And Nineteen Unsecured Notes | Benjamin Atkins | Discount Rate | ||||||||
Notes Payable Related Party [Line Items] | ||||||||
Debt instrument measurement input | 0.12 | |||||||
Former Shareholder And Director | April Two Thousand And Eighteen Unsecured Notes | Benjamin Atkins | ||||||||
Notes Payable Related Party [Line Items] | ||||||||
Long term debt term | 24 months | |||||||
Related party transaction interest rate | 8.00% | |||||||
Debt instrument face value | 200,000 | |||||||
Unamortized debt discount amount related party | $ 6,232 | |||||||
Former Shareholder And Director | April Two Thousand And Eighteen Unsecured Notes | Benjamin Atkins | Discount Rate | ||||||||
Notes Payable Related Party [Line Items] | ||||||||
Debt instrument measurement input | 0.12 | |||||||
Former Shareholder And Director | June Two Thousand And Eighteen Unsecured Notes | Benjamin Atkins | ||||||||
Notes Payable Related Party [Line Items] | ||||||||
Long term debt term | 24 months | |||||||
Related party transaction interest rate | 8.00% | |||||||
Debt instrument face value | $ 300,000 | |||||||
Unamortized debt discount amount related party | $ 10,276 | |||||||
Former Shareholder And Director | June Two Thousand And Eighteen Unsecured Notes | Benjamin Atkins | Discount Rate | ||||||||
Notes Payable Related Party [Line Items] | ||||||||
Debt instrument measurement input | 0.12 | |||||||
Former Shareholder And Director | November Two Thousand And Eighteen Unsecured Notes | Benjamin Atkins | ||||||||
Notes Payable Related Party [Line Items] | ||||||||
Number of unsecured promissory notes | PromissoryNote | 2 | |||||||
Long term debt term | 24 months | |||||||
Related party transaction interest rate | 8.00% | |||||||
Debt instrument face value | $ 500,000 | |||||||
Unamortized debt discount amount related party | $ 18,624 | |||||||
Former Shareholder And Director | November Two Thousand And Eighteen Unsecured Notes | Benjamin Atkins | Discount Rate | ||||||||
Notes Payable Related Party [Line Items] | ||||||||
Debt instrument measurement input | 0.12 | |||||||
Clearwater GPC | April Two Thousand And Eighteen Unsecured Notes | ||||||||
Notes Payable Related Party [Line Items] | ||||||||
Long term debt term | 24 months | |||||||
Related party transaction interest rate | 12.00% | |||||||
Debt instrument face value | $ 6,000,000 | |||||||
Repayment of related party debt | $ 6,000,000 | |||||||
Tranch Four LLC And Kim River | May Two Thousand And Eighteen Unsecured Notes | ||||||||
Notes Payable Related Party [Line Items] | ||||||||
Number of unsecured promissory notes | PromissoryNote | 2 | |||||||
Debt instrument extended maturity term | 1 year | |||||||
Debt instrument maturity period | 2021-05 | |||||||
Long term debt term | 24 months | |||||||
Related party transaction interest rate | 12.00% | |||||||
Debt instrument face value | $ 12,000,000 | |||||||
Unsecured Promissory Notes | ||||||||
Notes Payable Related Party [Line Items] | ||||||||
Debt instrument extended maturity term | 1 year | |||||||
Debt instrument maturity period | 2022-05 | 2021-05 |
Private Placement Notes - Addit
Private Placement Notes - Additional Information (Details) | Dec. 10, 2020USD ($) | Nov. 07, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)yr | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 10, 2020$ / shares | Dec. 10, 2020$ / shares | Dec. 09, 2020 | Dec. 31, 2019$ / shares | Aug. 31, 2019shares | Jun. 18, 2019USD ($) | May 16, 2019USD ($) | Oct. 31, 2018shares |
Debt Instrument [Line Items] | |||||||||||||||||||
Class of warrants or rights number of share called by the warrants or rights | shares | 8,784,872 | 214,178 | 321,268 | ||||||||||||||||
Derivative liabilities fair value | $ 9,892,000 | $ 9,892,000 | $ 0 | $ 9,892,000 | |||||||||||||||
Notes payable carrying amount | $ 6,000,000 | $ 6,000,000 | 6,000,000 | $ 6,000,000 | |||||||||||||||
Interest expense | 6,145,000 | $ 5,352,000 | 20,693,000 | $ 16,566,000 | 20,237,000 | 9,050,000 | $ 2,103,000 | ||||||||||||
Long term debt gross carrying amount | 130,000,000 | 130,000,000 | |||||||||||||||||
Net debt | 117,200,000 | ||||||||||||||||||
November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of debt issuance costs | 2,100,000 | ||||||||||||||||||
Number of units issued during the period | shares | 60,000 | ||||||||||||||||||
Other Noncurrent Liabilities | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long term debt gross carrying amount | $ 130,000,000 | ||||||||||||||||||
Other Noncurrent Liabilities | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Notes payable carrying amount | $ 54,700,000 | ||||||||||||||||||
Warrants and secured debt | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of debt issuance costs | 3,100,000 | ||||||||||||||||||
Stock Price | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 6 | ||||||||||||||||||
Exercise Price | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 6 | ||||||||||||||||||
Expected Life in Years | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | yr | 3 | ||||||||||||||||||
Annualized Volatility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 51 | ||||||||||||||||||
Dividend Yield | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 0 | ||||||||||||||||||
Discount Rate | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 3 | ||||||||||||||||||
Warrants to purchase subordinate voting shares | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of debt issuance costs | 2,900,000 | ||||||||||||||||||
November two thousand and nineteen warrants to purchase subordinate voting shares | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of debt issuance costs | 200,000 | ||||||||||||||||||
November two thousand and nineteen warrants to purchase subordinate voting shares | Other Noncurrent Liabilities | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Derivative liabilities fair value | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 | ||||||||||||||||
Class of warrants or rights issued during the period units | shares | 1,560,000 | ||||||||||||||||||
Debt attached warrants issue price per unit | $ / shares | $ 980 | ||||||||||||||||||
November two thousand and nineteen warrants to purchase subordinate voting shares | Other Noncurrent Liabilities | Supplement warrant indenture agreement | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants exercise price | (per share) | $ 17.25 | $ 13.47 | |||||||||||||||||
Foreign exchange rate | 0.781 | ||||||||||||||||||
November two thousand and nineteen warrants to purchase subordinate voting shares | Stock Price | Other Noncurrent Liabilities | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Share price | $ / shares | $ 14.29 | ||||||||||||||||||
November two thousand and nineteen warrants to purchase subordinate voting shares | Exercise Price | Other Noncurrent Liabilities | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants exercise price | $ / shares | 17.25 | ||||||||||||||||||
November two thousand and nineteen warrants to purchase subordinate voting shares | Expected Life in Years | Other Noncurrent Liabilities | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants expected life | 2 years 7 months 6 days | 2 years 7 months 6 days | 2 years 7 months 6 days | ||||||||||||||||
November two thousand and nineteen warrants to purchase subordinate voting shares | Annualized Volatility | Other Noncurrent Liabilities | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 48.57 | 48.57 | 48.57 | ||||||||||||||||
November two thousand and nineteen warrants to purchase subordinate voting shares | Dividend Yield | Other Noncurrent Liabilities | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 0 | 0 | 0 | ||||||||||||||||
November two thousand and nineteen warrants to purchase subordinate voting shares | Discount Rate | Other Noncurrent Liabilities | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 1.92 | 1.92 | 1.92 | ||||||||||||||||
November two thousand and nineteen warrants to purchase subordinate voting shares | Exchange Rate | Other Noncurrent Liabilities | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants exchange rate | 1.32 | 1.32 | 1.32 | ||||||||||||||||
Warrants | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants exercise price | $ / shares | 17.25 | ||||||||||||||||||
Warrants expected life | 3 years | 3 years | 3 years | ||||||||||||||||
Warrants fair value | $ 4,700,000 | $ 4,700,000 | $ 4,700,000 | ||||||||||||||||
Share price | $ / shares | 14.48 | ||||||||||||||||||
Warrants exchange rate | 1.34 | 1.34 | 1.34 | ||||||||||||||||
Warrants | Annualized Volatility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 49.96 | 49.96 | 49.96 | ||||||||||||||||
Warrants | Dividend Yield | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 0 | 0 | 0 | ||||||||||||||||
Warrants | Discount Rate | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 1.92 | 1.92 | 1.92 | ||||||||||||||||
November Warrant | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants exercise price | $ / shares | 17.25 | ||||||||||||||||||
Warrants expected life | 2 years 7 months 6 days | 2 years 7 months 6 days | 2 years 7 months 6 days | ||||||||||||||||
Warrants fair value | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 | ||||||||||||||||
Share price | $ / shares | 14.29 | ||||||||||||||||||
Warrants exchange rate | 1.32 | 1.32 | 1.32 | ||||||||||||||||
November Warrant | Annualized Volatility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 48.57 | 48.57 | 48.57 | ||||||||||||||||
November Warrant | Dividend Yield | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 0 | 0 | 0 | ||||||||||||||||
November Warrant | Discount Rate | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 1.92 | 1.92 | 1.92 | ||||||||||||||||
June Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 70,000,000 | $ 70,000,000 | $ 70,000,000 | ||||||||||||||||
Debt instrument, interest rate | 13.32% | 13.32% | 13.32% | ||||||||||||||||
Warrants to purchase of shares | shares | 1,470,000 | 1,470,000 | 1,470,000 | ||||||||||||||||
Debt instrument, fair value | $ 63,900,000 | $ 63,900,000 | $ 63,900,000 | ||||||||||||||||
June Notes | Supplemental Warrant Indenture | Odyssey Trust Company | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants exercise price | (per share) | 17.25 | 13.47 | |||||||||||||||||
Conversion of convertible warrants to equity expense | $ 25,500,000 | ||||||||||||||||||
Exchange rate per Canadian dollar | 0.781 | ||||||||||||||||||
June Notes | Other Noncurrent Liabilities | Supplement warrant indenture agreement | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants exercise price | (per share) | $ 17.25 | $ 13.47 | |||||||||||||||||
Foreign exchange rate | 0.781 | ||||||||||||||||||
Conversion of convertible warrants to equity expense | $ 25,500,000 | ||||||||||||||||||
June Notes | General and Administrative Expenses | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Accretion expense | 800,000 | $ 700,000 | 2,300,000 | $ 2,100,000 | |||||||||||||||
June Notes | Secured debt | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 70,000,000 | ||||||||||||||||||
Long term debt term | 5 years | 5 years | 5 years | ||||||||||||||||
Long term debt bearing fixed interest rate percentage | 9.75% | 9.75% | 9.75% | 9.75% | |||||||||||||||
Notes payable fair value disclosure | $ 63,900,000 | $ 63,900,000 | $ 63,900,000 | ||||||||||||||||
Amortization of debt issuance costs | $ 200,000 | ||||||||||||||||||
June Notes | Secured debt | Other Noncurrent Liabilities | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Notes payable carrying amount | 60,100,000 | ||||||||||||||||||
Notes payable carrying amount at maturity due to accretion of coupon interest | $ 70,000,000 | ||||||||||||||||||
June Notes | Secured debt | General and Administrative Expenses | Other Noncurrent Liabilities | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest expense | $ 1,500,000 | $ 700,000 | |||||||||||||||||
June Notes | Secured debt | Debt instrument effective interest rate | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants expected life | 5 years | ||||||||||||||||||
Warrants measurement input | 13.32 | ||||||||||||||||||
June Notes | Warrants to purchase subordinate voting shares | Secured debt | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Class of warrants or rights number of share called by the warrants or rights | shares | 1,470,000 | 1,470,000 | 1,470,000 | ||||||||||||||||
Warrants exercise price | $ / shares | $ 13.47 | $ 13.47 | $ 13.47 | ||||||||||||||||
Warrants expected life | 3 years | 3 years | 3 years | ||||||||||||||||
Long term debt terms | semi-annually | ||||||||||||||||||
Debt instrument maturity date range start | Dec. 18, 2019 | ||||||||||||||||||
Derivative liabilities fair value | $ 4,700,000 | $ 4,700,000 | $ 4,700,000 | ||||||||||||||||
June Notes | Warrants to purchase subordinate voting shares | Secured debt | Measurement input, risk free interest rate | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 13.32 | 13.32 | 13.32 | ||||||||||||||||
June Notes | Warrants to purchase subordinate voting shares | Secured debt | Stock Price | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Share price | $ / shares | 14.48 | ||||||||||||||||||
June Notes | Warrants to purchase subordinate voting shares | Secured debt | Exercise Price | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants exercise price | $ / shares | $ 17.25 | ||||||||||||||||||
June Notes | Warrants to purchase subordinate voting shares | Secured debt | Expected Life in Years | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants expected life | 3 years | 3 years | 3 years | ||||||||||||||||
June Notes | Warrants to purchase subordinate voting shares | Secured debt | Annualized Volatility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 49.96 | 49.96 | 49.96 | ||||||||||||||||
June Notes | Warrants to purchase subordinate voting shares | Secured debt | Dividend Yield | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 0 | 0 | 0 | ||||||||||||||||
June Notes | Warrants to purchase subordinate voting shares | Secured debt | Discount Rate | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants measurement input | 1.92 | 1.92 | 1.92 | ||||||||||||||||
June Notes | Warrants to purchase subordinate voting shares | Secured debt | Measurement Input Exchange Rate | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants exchange rate | 1.34 | 1.34 | 1.34 | ||||||||||||||||
June and November Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||
Debt instrument face amount | $ 130,000,000 | $ 130,000,000 | |||||||||||||||||
Debt instrument, frequency of payment | payable semi-annually, in equal installments, in arrears on June 18 and December 18 of each year. | payable semi-annually, in equal installments, in arrears on June 18 and December 18 of each year | |||||||||||||||||
Debt instrument, interest rate | 9.75% | 9.75% | 9.75% | ||||||||||||||||
Debt instrument exercised period | 3 years | ||||||||||||||||||
Debt instrument maturity year | 2024 | ||||||||||||||||||
June and November Notes | Secured and unsecured debt | Other Noncurrent Liabilities | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long term debt gross carrying amount | $ 130,000,000 | ||||||||||||||||||
November Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 60,000,000 | $ 60,000,000 | $ 60,000,000 | ||||||||||||||||
Debt instrument, interest rate | 13.43% | 13.43% | 13.43% | ||||||||||||||||
Warrants to purchase of shares | shares | 1,560,000 | 1,560,000 | 1,560,000 | ||||||||||||||||
Debt instrument, fair value | $ 54,500,000 | $ 54,500,000 | $ 54,500,000 | ||||||||||||||||
November Notes | Supplemental Warrant Indenture | Odyssey Trust Company | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion of convertible warrants to equity expense | $ 27,100,000 | ||||||||||||||||||
November Notes | Secured debt | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants expected life | 4 years 7 months 6 days | ||||||||||||||||||
November Notes | Secured debt | Other Noncurrent Liabilities | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 60,000,000 | ||||||||||||||||||
Long term debt bearing fixed interest rate percentage | 9.75% | 9.75% | 9.75% | ||||||||||||||||
Notes payable fair value disclosure | $ 56,700,000 | $ 56,700,000 | $ 56,700,000 | ||||||||||||||||
Amortization of debt issuance costs | 2,000,000 | ||||||||||||||||||
Notes payable carrying amount at maturity due to accretion of coupon interest | $ 60,000,000 | ||||||||||||||||||
Notes issued issue price per unit | $ / shares | $ 1,000 | ||||||||||||||||||
Debt instrument maturity year | 2024 | ||||||||||||||||||
November Notes | Secured debt | Other Noncurrent Liabilities | Supplement warrant indenture agreement | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion of convertible warrants to equity expense | 27,100,000 | ||||||||||||||||||
November Notes | Secured debt | General and Administrative Expenses | Other Noncurrent Liabilities | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest expense | $ 1,300,000 | $ 100,000 | |||||||||||||||||
November Notes | Secured debt | Debt instrument effective interest rate | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument measurement input | 0.1343 | 0.1343 | 0.1343 | 0.1343 | |||||||||||||||
November Notes | November two thousand and nineteen warrants to purchase subordinate voting shares | Other Noncurrent Liabilities | November two thousand and nineteen units | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Number of warrants per note | 26 | ||||||||||||||||||
Proceeds from the issuance of long term notes payable | $ 61,100,000 | ||||||||||||||||||
Private offering | Unsecured Debt | Bridge Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 17,800,000 | ||||||||||||||||||
Short term debt bearing fixed interest rate percentage | 9.75% |
Private Placement Notes - Summa
Private Placement Notes - Summary of Scheduled Annual Maturities of Principal Portion of Long-Term Debt Outstanding (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
2024 | $ 130,000 | |
Total debt | 130,000 | |
Less: Unamortized debt issuance costs | (10,522) | |
Net Debt | $ 119,478 | |
Other Noncurrent Liabilities | ||
Debt Instrument [Line Items] | ||
2024 | $ 130,000 | |
Total debt | 130,000 | |
Less: Unamortized debt issuance costs | (12,835) | |
Net Debt | $ 117,165 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||||||
Operating lease cost | $ 2,483 | $ 1,545 | $ 5,751 | $ 4,087 | $ 5,700 | $ 5,542 |
Finance lease cost: | ||||||
Amortization of lease assets | 1,990 | 1,496 | 5,357 | 3,688 | 4,956 | 1,984 |
Interest on lease liabilities | 1,177 | 782 | 2,914 | 1,801 | 2,133 | 960 |
Finance lease cost | 3,167 | 2,278 | 8,271 | 5,489 | 7,089 | 2,944 |
Variable lease cost | 2,529 | 28 | 3,139 | 310 | 222 | 192 |
Total lease cost | $ 8,179 | $ 3,851 | $ 17,161 | $ 9,886 | $ 13,010 | $ 8,678 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Discount Rate and Remaining Lease Term (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Finance lease, weighted average discount rate | 8.46% | 8.36% |
Operating lease, weighted average discount rate | 8.75% | 8.64% |
Finance lease, weighted average remaining lease term (in years) | 8 years 2 months 12 days | 8 years 6 months 3 days |
Operating lease, weighted average remaining lease term (in years) | 8 years 8 months 1 day | 7 years 5 months 26 days |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Contractual Undiscounted Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finance Lease | |||||
Remainder of 2021 | $ 2,494 | $ 6,964 | |||
2022 | 10,509 | 6,642 | |||
2023 | 13,246 | 6,257 | |||
2024 | 9,395 | 5,787 | |||
2025 | 9,069 | 5,588 | |||
Thereafter | 43,875 | 24,669 | |||
Total undiscounted lease liabilities | 88,588 | 55,907 | |||
Interest on lease liabilities | (26,000) | (16,972) | |||
Total present value of minimum lease payments | 62,588 | 38,935 | |||
Finance lease liability - current portion | (5,354) | 3,877 | |||
Finance lease liability | 57,234 | $ 45,516 | $ 38,103 | 35,058 | $ 17,168 |
Operating Lease | |||||
Remainder of 2021 | 1,991 | 5,480 | |||
2022 | 8,173 | 5,405 | |||
2023 | 7,886 | 5,276 | |||
2024 | 7,759 | 4,921 | |||
2025 | 7,800 | 4,843 | |||
Thereafter | 35,893 | 14,225 | |||
Total undiscounted lease liabilities | 69,502 | 40,150 | |||
Interest on lease liabilities | (21,581) | (10,545) | |||
Total present value of minimum lease payments | 47,921 | 29,605 | |||
Operating lease liability - current portion | (4,264) | 3,154 | |||
Operating lease liability | $ 43,657 | 37,777 | 30,907 | 28,120 | $ 20,601 |
Previously Reported [Member] | |||||
Finance Lease | |||||
Finance lease liability | 39,694 | 36,294 | |||
Operating Lease | |||||
Operating lease liability | $ 29,381 | $ 28,326 | $ 26,450 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Lessee, Lease, Description [Line Items] | ||||||
Operating lease right of use assets | $ 45,753 | $ 40,022 | $ 32,881 | $ 30,076 | $ 22,045 | |
Operating lease liabilities | 47,921 | 29,605 | ||||
Finance lease right of use assets | 58,393 | $ 47,892 | $ 40,218 | 36,904 | $ 19,088 | |
Finance lease liabilities | $ 62,588 | $ 38,935 | ||||
Accounting Standards Update 2016-02 | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease right of use assets | $ 21,700 | |||||
Operating lease liabilities | 22,400 | |||||
Finance lease right of use assets | 1,200 | |||||
Finance lease liabilities | $ 1,200 | |||||
Real Estate Used For Dispensaries Production And Corporate Offices | Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease term lessee | 5 years | |||||
Real Estate Used For Dispensaries Production And Corporate Offices | Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease term lessee | 10 years | |||||
Passenger Vehicles Trucks And Equipment | Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease term lessee | 3 years | |||||
Passenger Vehicles Trucks And Equipment | Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease term lessee | 5 years |
Construction Finance Liabilit_2
Construction Finance Liabilities - Additional Information (Details) $ in Thousands | Mar. 08, 2021USD ($) | Oct. 31, 2019USD ($) | Oct. 31, 2019USD ($)Option | Oct. 31, 2019USD ($) | Jul. 31, 2019USD ($) | Jul. 31, 2019USD ($)Option | Jul. 31, 2019USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Construction Finance Liability [Line Items] | ||||||||||
Tenant improvements allowance | $ 16,700 | |||||||||
Construction finance liability | $ 92,021 | 82,047 | $ 22,956 | |||||||
Percentage at which one twelfth of tenant improvement allowance dispersed for first 5.0 million | 12.75% | |||||||||
Percentage at which one twelfth of tenant improvement allowance dispersed after 5.0 million up to 21.0 million | 13.75% | |||||||||
Massachusetts | ||||||||||
Construction Finance Liability [Line Items] | ||||||||||
Proceeds from sale of property | $ 3,500 | |||||||||
Tenant improvements allowance | $ 40,000 | $ 40,000 | $ 40,000 | 40,000 | 2,500 | |||||
Finance lease liability, initial term | 10 years | 10 years | 10 years | |||||||
Finance lease liability, extended term | 5 years | 5 years | 5 years | |||||||
Number of options to extend finance lease | 2 | 2 | ||||||||
Percentage of purchase price of property as initial payment for finance lease | 11.00% | |||||||||
Percentage increase in finance lease liability payment | 3.00% | |||||||||
Construction finance liability | 44,400 | 43,900 | 6,100 | |||||||
Florida | ||||||||||
Construction Finance Liability [Line Items] | ||||||||||
Proceeds from sale of property | $ 17,000 | |||||||||
Finance lease liability, initial term | 10 years | 10 years | 10 years | |||||||
Finance lease liability, extended term | 5 years | 5 years | 5 years | |||||||
Number of options to extend finance lease | 2 | 2 | ||||||||
Percentage of purchase price of property as initial payment for finance lease | 11.00% | |||||||||
Percentage increase in finance lease liability payment | 3.00% | |||||||||
Construction finance liability | 17,400 | 17,200 | $ 16,900 | |||||||
Sale and lease back transaction amount payable after year four | 23,000 | |||||||||
Pennsylvania | ||||||||||
Construction Finance Liability [Line Items] | ||||||||||
Proceeds from sale of property | $ 5,000 | |||||||||
Tenant improvements allowance | $ 36,500 | $ 21,000 | $ 21,000 | $ 21,000 | 36,500 | |||||
Tenant improvements allowance received | 25,600 | |||||||||
Finance lease liability, initial term | 15 years | 15 years | 15 years | |||||||
Finance lease liability, extended term | 5 years | 5 years | 5 years | |||||||
Number of options to extend finance lease | 2 | 2 | ||||||||
Construction finance liability | $ 30,200 | |||||||||
Threshold minimum tenant improvement allowance for calculating interest rate | $ 21,000 | |||||||||
Percentage at which one twelfth of tenant improvement allowance dispersed for first 5.0 million | 12.75% | |||||||||
Percentage at which one twelfth of tenant improvement allowance dispersed after 5.0 million up to 21.0 million | 13.75% | |||||||||
Percentage at which one twelfth of tenant improvement allowance dispersed in excess 21.0 million | 10.75% | 10.75% |
Share Capital - Summary of War
Share Capital - Summary of Warrants Issued and Outstanding To Certain Employees and Director (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Warrants, Granted | 535,446 | ||
Number of Warrants, Exercised | (214,178) | (321,268) | |
Number of shares/warrants, Outstanding, Ending Balance | 214,178 | ||
Weighted average exercise price, Granted | $ 6 | ||
Weighted average exercise price, Exercised | $ 6 | 6 | |
Weighted average price, Ending Balance | $ 6 | ||
Weighted Average Remaining Contractual Life (Yrs), Outstanding | 1 year 7 months 28 days | 2 years |
Share Capital - Additional Info
Share Capital - Additional Information (Details) | Aug. 27, 2018USD ($)shares | Aug. 31, 2019USD ($)shares | Oct. 31, 2018USD ($)shares | Sep. 30, 2021USD ($)Vote$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)Dispensaryshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued | 129,531,207 | 119,573,998 | 110,346,346 | |||||
Common stock, shares outstanding | 129,531,207 | 119,573,998 | 110,346,346 | |||||
Common stock, shares authorized, unlimited | Unlimited | Unlimited | Unlimited | |||||
Promissory notes | $ | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | |||||
Stock issued during the period, conversion of debt | $ | 200,000 | |||||||
debt discount | $ | $ 50,000 | |||||||
Common stock, value, subscriptions | $ | $ 50,600,000 | |||||||
Proceeds from issuance of common stock | $ | $ 47,500,000 | |||||||
Percentage of cash fee paid on gross proceeds of warrants issued | 6.00% | |||||||
Percentage of cash fee payable on gross proceeds of warrants issued | 3.00% | |||||||
Warrants outstanding | 535,446 | |||||||
Number of warrants exercised | 214,178 | 321,268 | 8,784,872 | |||||
Proceeds from warrant exercised | $ | $ 964,000,000 | $ 1,500,000 | $ 7,672,000 | $ 11,459,000 | $ 11,459,000 | $ 964,000 | $ 1,289,000 | |
Subordinate Voting Shares | ||||||||
Class Of Stock [Line Items] | ||||||||
Voting rights | At each such meeting holders of Subordinate Voting Shares shall be entitled to one vote in respect of each Subordinate Voting Share held. | At each such meeting holders of Subordinate Voting Shares shall be entitled to one vote in respect of each Subordinate Voting Share held. | ||||||
Number of votes entitled by each share of common stockholder | 1 | 1 | ||||||
Dividend declared | $ / shares | $ 0 | |||||||
Dividend paid | $ / shares | $ 0 | |||||||
Common stock, shares issued | 74,611,611 | 58,134,478 | 59,952,461 | 35,871,672 | 11,135,117 | |||
Common stock, shares outstanding | 74,611,611 | 58,134,478 | 59,952,461 | 35,871,672 | 11,135,117 | |||
Common stock, shares authorized, unlimited | Unlimited | Unlimited | Unlimited | |||||
Conversion of stock, shares issued | 3,573,450 | 7,089,077 | ||||||
Common stock, shares converted | 10,927,500 | 54,919,596 | 1,476,959 | 17,433,300 | ||||
Multiple Voting Shares | ||||||||
Class Of Stock [Line Items] | ||||||||
Voting rights | At each such meeting, holders of Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (initially, 100 votes per Multiple Voting Share). The initial “Conversation Ratio” for Multiple Voting Shares is 100 Subordinate Voting shares for each Multiple Voting Share, | At each such meeting, holders of Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (initially, 100 votes per Multiple Voting Share) | ||||||
Number of votes entitled by each share of common stockholder | 1 | 1 | ||||||
Dividend declared | $ / shares | $ 0 | |||||||
Dividend paid | $ / shares | $ 0 | |||||||
Common stock, shares issued | 549,196 | 14,770 | 14,390 | 66,614 | 137,505 | |||
Common stock, shares outstanding | 549,196 | 14,770 | 14,390 | 66,614 | 137,505 | |||
Common stock, shares authorized, unlimited | Unlimited | Unlimited | Unlimited | |||||
Common stock, conversion basis | 100 Subordinate Voting shares for each Multiple Voting Share | 100 Subordinate Voting shares for each Multiple Voting Share | ||||||
Common stock, conversion ratio | 100 | 100 | ||||||
Conversion of stock, shares issued | 70,891 | |||||||
Common stock, shares converted | 35,734.50 | 1,439,037 | 6,661,374 | 13,750,451 | ||||
Super Voting Shares | ||||||||
Class Of Stock [Line Items] | ||||||||
Voting rights | At each such meeting, holders of Super Voting Shares are be entitled to two votes in respect of each Subordinate Voting Share into which such Super Voting Share could ultimately then be converted (initially, 200 votes per Super Voting Share). | At each such meeting, holders of Super Voting Shares are be entitled to two votes in respect of each Subordinate Voting Share into which such Super Voting Share could ultimately then be converted (initially, 200 votes per Super Voting Share). | ||||||
Number of votes entitled by each share of common stockholder | 2 | 2 | ||||||
Common stock, shares issued | 0 | 581,825 | 581,825 | 678,133 | 852,466 | |||
Common stock, shares outstanding | 0 | 581,825 | 581,825 | 678,133 | 852,466 | |||
Common stock, shares authorized, unlimited | Unlimited | Unlimited | ||||||
Common stock, conversion basis | one Multiple Voting Share for each Super Voting Share | one Multiple Voting Share for each Super Voting Share | ||||||
Common stock, conversion ratio | 200 | 200 | ||||||
Conversion of stock, shares issued | 174,333 | |||||||
Common stock, shares converted | 58,182,500 | 58,182,500 | 58,182,500 | 67,813,300 | 85,246,600 | |||
Subscription Receipts [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued | 10,927,500 | |||||||
Common stock, shares outstanding | 10,927,500 | |||||||
Common stock, shares subscribed but unissued | 10,927,500 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) | Sep. 29, 2021 | Jan. 04, 2021 | Jan. 03, 2020 | Sep. 30, 2021USD ($)Officers$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)Officers$ / sharesshares | Sep. 30, 2020shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares | Dec. 31, 2018USD ($) | Aug. 31, 2019shares | Dec. 31, 2018$ / sharesshares | Oct. 31, 2018shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 6 | |||||||||||||
Share based compensation awards granted | shares | 877,509 | 1,252,403 | ||||||||||||
Share based compensation, contractual term | 4 years 6 months 7 days | 4 years 3 days | ||||||||||||
Share-based compensation | $ | $ 2,200,000 | $ 2,800,000 | $ 15,000,000 | |||||||||||
Share based compensation unvested options, aggregate unrecognized compensation expense | $ | $ 8,500,000 | $ 8,500,000 | $ 8,500,000 | $ 8,500,000 | ||||||||||
Share based compensation unvested options, unrecognized compensation expense weighted average recognition period | 2 years 1 month 2 days | |||||||||||||
Number of warrants issued | shares | 214,178 | 8,784,872 | 321,268 | |||||||||||
Class of warrant or right, vesting | shares | 0 | |||||||||||||
Class of warrant or right, exercisable term | 3 years | |||||||||||||
Class of warrant or right may not be exercised term | 18 months | |||||||||||||
Warrant or right, for issuance, description | (i) the warrants may not be exercised for 18 months following the Issue Date; (ii) 50% of the warrants may be exercised between months 19-24 following the Issue Date; and (iii) the remaining 50% of the warrants may be exercised at any time thereafter until expiration. | (i) the warrants may not be exercised for 18 months following the Issue Date; (ii) 50% of the warrants may be exercised between months 19-24 following the Issue Date; and (iii) the remaining 50% of the warrants may be exercised at any time thereafter until expiration. | ||||||||||||
Warrants related to share-based compensation issued | shares | 0 | 0 | 0 | 0 | ||||||||||
Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 26.88 | $ 26.88 | $ 26.88 | $ 26.88 | ||||||||||
Share-based compensation | $ | $ 0 | |||||||||||||
Number of executive officers | Officers | 2 | 2 | ||||||||||||
Number of officers awarded premium | Officers | 2 | |||||||||||||
Share based compensation arrangement awarded premium | $ | $ 3,100,000 | |||||||||||||
Number of officers allocated to incentivize cancellation and replacement | Officers | 2 | |||||||||||||
Share-based compensation expense recorded related to cancellation and replacement | $ | $ 0 | |||||||||||||
Restricted Stock Units | Maximum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 3 years | |||||||||||||
Restricted Stock Units | Minimum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 2 years | |||||||||||||
Cost of Goods Sold | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation | $ | $ 200,000 | $ 200,000 | ||||||||||||
General and Administrative Expenses | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation | $ | 1,600,000 | 2,100,000 | ||||||||||||
Sales and Marketing | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation | $ | $ 400,000 | $ 500,000 | ||||||||||||
2021 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common Stock, reserved for future issuance | shares | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 | ||||||||||
Share based compensation awards granted | shares | 895,877 | |||||||||||||
2021 Plan | Officers and Other Select Employees | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 3 years | |||||||||||||
2021 Plan | Officers and Other Select Employees | Maximum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation, contractual term | 7 years | |||||||||||||
2021 Plan | Officers and Other Select Employees | Minimum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation, contractual term | 6 years | |||||||||||||
2021 Plan | Officers and Other Select Employees | Restricted Stock Units | Maximum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 3 years | |||||||||||||
2021 Plan | Officers and Other Select Employees | Restricted Stock Units | Minimum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation options, vesting period | 2 years | |||||||||||||
2021 Plan | Directors and Officers | Vest on December 31, 2021 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation option vesting rights, percentage | 33.33% | |||||||||||||
2021 Plan | Directors and Officers | Vest on December 31, 2022 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation option vesting rights, percentage | 33.33% | |||||||||||||
2021 Plan | Directors and Officers | Vest on December 31, 2023 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation option vesting rights, percentage | 33.33% | |||||||||||||
Prior Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 1.71 | |||||||||||||
Share based compensation, number of further awards granted | shares | 0 | 0 | 0 | 0 | ||||||||||
Expected term of bond yield rate | 3 years | 3 years | ||||||||||||
Share based compensation unvested options | shares | 1,452,824 | 1,452,824 | 1,452,824 | 1,452,824 | ||||||||||
Prior Plan | Employees | Vest on December 31, 2021 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation option vesting rights, percentage | 15.00% | 15.00% | ||||||||||||
Prior Plan | Employees | Vest on December 31, 2022 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation option vesting rights, percentage | 25.00% | 25.00% | ||||||||||||
Prior Plan | Employees | Vest on December 31, 2023 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation option vesting rights, percentage | 60.00% | 60.00% | ||||||||||||
Prior Plan | Founding and Non-founding Members of Board of Directors | Vest on December 31, 2021 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation option vesting rights, percentage | 50.00% | 50.00% | ||||||||||||
Prior Plan | Founding and Non-founding Members of Board of Directors | Vest on December 31, 2022 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation option vesting rights, percentage | 50.00% | 50.00% |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Fair Value of Options Granted with Assumptions (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021$ / shares | Sep. 30, 2020$ / shares | Dec. 31, 2020yr$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected annual rate of dividends | 0.00% | 0.00% | 0.00% |
Expected volatility rate, minimum | 49.88% | 49.10% | |
Expected volatility rate, maximum | 53.75% | 50.15% | |
Risk free annual interest rate, minimum | 0.16% | 1.40% | 1.40% |
Risk free annual interest rate, maximum | 0.79% | 1.58% | 1.58% |
Stock Price | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants measurement input | 6 | ||
Exercise Price | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants measurement input | 6 | ||
Expected Life in Years | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants measurement input | yr | 3 | ||
Annualized Volatility | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants measurement input | 51 | ||
Dividend Yield | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants measurement input | 0 | ||
Discount Rate | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants measurement input | 3 | ||
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value at grant date | $ 10.58 | $ 3.11 | $ 3.11 |
Stock price at grant date | 26.88 | 11.52 | 11.52 |
Exercise price at grant date | $ 26.88 | $ 11.52 | $ 11.52 |
Expected life in years | 3 years | 1 year 6 months 29 days | 1 year 6 months 29 days |
Expected volatility | 49.10% | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value at grant date | $ 11.20 | $ 3.26 | $ 3.26 |
Stock price at grant date | 33.42 | 12.50 | 12.50 |
Exercise price at grant date | $ 33.42 | $ 12.50 | $ 12.50 |
Expected life in years | 3 years 6 months | 2 years | 2 years |
Expected volatility | 50.15% |
Share Based Compensation - Sc_2
Share Based Compensation - Schedule of Number and Weighted-average Exercise Prices and Remaining Contractual Life of Options (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Number of Options Outstanding, beginning balance | 1,129,774 | |
Number of Options, Granted | 877,509 | 1,252,403 |
Number of Options, Exercised | (36,787) | (9,180) |
Number of Options, forfeited | (113,444) | |
Number of Options Outstanding, Ending balance | 1,970,496 | 1,129,774 |
Number of Options, Exercisable, Ending balance | 517,672 | 554,456 |
Weighted average exercise price Outstanding, beginning balance | $ 11.72 | |
Weighted average exercise price, Granted | 29.32 | $ 11.70 |
Weighted average exercise price, Exercised | 11.52 | 11.52 |
Weighted average exercise price, Forfeited | 11.52 | |
Weighted average exercise price Outstanding, Ending balance | 19.56 | 11.72 |
Weighted average exercise price, Exercisable, Ending balance | $ 11.71 | $ 11.70 |
Weighted Average Remaining Contractual Life (Yrs) Outstanding | 4 years 6 months 7 days | 4 years 3 days |
Weighted Average Remaining Contractual Life (Yrs), Granted | 3 years 6 months 18 days | 1 year 11 months 4 days |
Weighted Average Remaining Contractual Life (Yrs), Exercisable, Ending balance | 3 years 4 months 2 days | |
Aggregate intrinsic value Outstanding | $ 8,430 | |
Aggregate intrinsic value Exercisable | $ 15,200 | |
Previously Reported [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Number of Options Outstanding, beginning balance | 1,129,779 | |
Number of Options Outstanding, Ending balance | 1,129,779 | |
Weighted Average Remaining Contractual Life (Yrs) Outstanding | 1 year 11 months 1 day |
Share Based Compensation - Sc_3
Share Based Compensation - Schedule of Restricted Stock Units (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares/warrants, Granted | shares | 535,446 | |
Number of shares/warrants, Outstanding, Ending Balance | shares | 214,178 | |
Weighted average price, Granted | $ / shares | $ 6 | |
Weighted average price, Ending Balance | $ / shares | $ 6 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares/warrants, Granted | shares | 3,249,319 | |
Number of shares/warrants, Vested | shares | (2,904,079) | |
Number of shares/warrants, Outstanding, Ending Balance | shares | 345,240 | |
Weighted average price, Granted | $ / shares | $ 25.45 | |
Weighted average price, Vested | $ / shares | 25.28 | |
Weighted average price, Ending Balance | $ / shares | $ 26.88 |
Share Based Compensation - Summ
Share Based Compensation - Summary of Warrants Issued and Outstanding To Certain Employees and Director (Details) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares/warrants, Outstanding, Beginning Balance | 214,178 | 214,178 | |||||
Number of Warrants, Exercised | (214,178) | (214,178) | (321,268) | (321,268) | |||
Number of shares/warrants, Outstanding, Ending Balance | 214,178 | 214,178 | |||||
Weighted average price, Beginning Balance | $ / shares | $ 6 | ||||||
Weighted average exercise price, Exercised | $ / shares | $ 6 | $ 6 | |||||
Weighted average price, Ending Balance | $ / shares | $ 6 | ||||||
Weighted Average Remaining Contractual Life (Yrs), Outstanding | 1 year 7 months 28 days | 1 year 7 months 28 days | 2 years | ||||
Warrants | Certain Employees and Directors | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares/warrants, Outstanding, Beginning Balance | 6,061,561 | 8,784,872 | 8,784,872 | 8,784,872 | |||
Number of Warrants, Exercised | (2,075,990) | 2,723,311 | |||||
Number of shares/warrants, Exchanged in cashless exercise | (413,057) | ||||||
Number of shares/warrants, Cancelled | (3,572,514) | ||||||
Number of shares/warrants, Outstanding, Ending Balance | 6,061,561 | 8,784,872 | 8,784,872 | 8,784,872 | 8,784,872 | ||
Weighted average price, Beginning Balance | $ / shares | $ 6 | $ 6 | $ 6 | ||||
Weighted average exercise price, Exercised | $ / shares | $ 6 | ||||||
Weighted average price, Ending Balance | $ / shares | $ 6 | $ 6 | $ 6 | ||||
Weighted Average Remaining Contractual Life (Yrs), Outstanding | 8 months 19 days | 1 year 8 months 19 days | 1 year 8 months 19 days | 2 years 8 months 19 days | 2 years 8 months 19 days |
Reverse Takeover Transaction -
Reverse Takeover Transaction - Summary of Acquisition Costs (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Combination, Consideration Transferred [Abstract] | |
Fair value of 200,000 shares issued | $ 927 |
Transaction costs | 460 |
Total purchase price | $ 1,387 |
Reverse Takeover Transaction _2
Reverse Takeover Transaction - Summary of Acquisition Costs (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Schyan Exploration, Inc [Member] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 200,000 |
Reverse Takeover Transaction _3
Reverse Takeover Transaction - Additional Information (Detail) - Schyan Exploration, Inc [Member] $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 200,000 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ | $ 0.1 |
Concurrent financing subscription price | $ / shares | $ 4.6328 |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.01235 |
Prospectus Offering - Additiona
Prospectus Offering - Additional Information (Detail) - Subordinate Voting Shares [Member] - Canaccord Genuity Corp [Member] $ / shares in Units, $ in Millions | Sep. 21, 2020USD ($)$ / sharesshares |
Sale of Stock, Number of Shares Issued in Transaction | shares | 4,715,000 |
Sale of Stock, Price Per Share | $ / shares | $ 18.56 |
Payments for Underwriting Expense | $ 4.1 |
Payments of Stock Issuance Costs | 0.1 |
Proceeds from Issuance Initial Public Offering | $ 83.2 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Reconciliation For Calculation Of Basic And Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 18,616 | $ 40,880 | $ 30,078 | $ 17,415 | $ 18,938 | $ 23,605 | $ 89,574 | $ 59,958 | $ 62,999 | $ 53,094 | $ 10,893 |
Weighted average number of common shares outstanding | 128,146,298 | 112,039,640 | 122,983,729 | 111,824,816 | 113,572,379 | 110,206,103 | 101,697,002 | ||||
Dilutive effect of warrants and options outstanding | 8,762,968 | 5,909,584 | 7,943,354 | 4,173,888 | 4,753,345 | 5,111,839 | 1,504,125 | ||||
Diluted weighted average number of common shares outstanding | 136,909,266 | 117,949,224 | 130,927,083 | 115,998,704 | 118,325,724 | 115,317,942 | 103,201,127 | ||||
Basic earnings per share | $ 0.15 | $ 0.16 | $ 0.73 | $ 0.54 | $ 0.55 | $ 0.48 | $ 0.11 | ||||
Diluted earnings per share | $ 0.14 | $ 0.15 | $ 0.68 | $ 0.52 | $ 0.53 | $ 0.46 | $ 0.11 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense and Effective Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||||
Income before provision for income taxes | $ 60,219 | $ 43,363 | $ 194,828 | $ 127,074 | $ 157,450 | $ 103,680 | $ 33,044 |
Provision for income taxes | $ 41,603 | $ 25,948 | $ 105,254 | $ 67,116 | $ 94,451 | $ 50,586 | $ 22,151 |
Effective tax rate | 69.00% | 60.00% | 54.00% | 53.00% |
Income Taxes - Summary of compo
Income Taxes - Summary of components of the income tax provision (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||||
Current | $ 99,338 | $ 51,494 | $ 22,697 | ||||
Deferred | $ (2,111) | $ (2,324) | (4,887) | (908) | (546) | ||
Income Tax Expense (Benefit) | $ 41,603 | $ 25,948 | $ 105,254 | $ 67,116 | $ 94,451 | $ 50,586 | $ 22,151 |
Income Taxes - Summary of Feder
Income Taxes - Summary of Federal statutory income tax rate percentage (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income before income taxes | $ 157,450 | $ 103,680 | $ 33,044 | ||||
Federal statutory rate | 21.00% | 21.00% | 21.00% | ||||
Theoretical tax expense | $ 33,064 | $ 21,773 | $ 6,939 | ||||
State taxes | 12,406 | 9,477 | 4,366 | ||||
Other | (1,666) | 1,310 | 1,176 | ||||
Tax effect of non-deductible expenses: | |||||||
Nondeductible share based compensation | 3,154 | ||||||
Section 280E permanent differences | 50,646 | 18,026 | 6,517 | ||||
Income Tax Reconciliation Total Amount | 61,386 | 28,813 | 15,212 | ||||
Income Tax Expense (Benefit) | $ 41,603 | $ 25,948 | $ 105,254 | $ 67,116 | $ 94,451 | $ 50,586 | $ 22,151 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred income taxes (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | |||
Lease liability | $ 1,219 | $ 1,020 | $ 0 |
Other deferred tax assets | 7,025 | 969 | 570 |
Deferred tax liabilities | |||
Right of use assets | (1,210) | (1,099) | 0 |
Intangible assets | (26,446) | (6,144) | (3,080) |
Property and equipment | (3,153) | (233) | (534) |
Lease payments | (1,010) | 0 | 0 |
Net deferred tax liability | $ (23,575) | $ (5,486) | $ (3,044) |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Undistributed Earnings of Foreign Subsidiaries | $ 0 | ||
Uncertain tax positions | 3,900,000 | $ 3,900,000 | $ 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2021 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Notes issued, related parties | $ 12,000 | $ 12,000 | $ 12,000 | $ 13,000 | |||||
Property and equipment purchases | 119,600 | $ 65,000 | 96,700 | 46,400 | $ 12,100 | ||||
Operating lease right of use assets | 45,753 | 45,753 | 30,076 | 22,045 | $ 40,022 | $ 32,881 | |||
Expenses recognized for related party leases | $ 900 | $ 900 | 2,400 | $ 2,600 | |||||
Property, Plant and Equipment [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating lease right of use assets | 15,400 | 18,900 | |||||||
Lease Liabilities [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating lease right of use assets | 1,800 | 1,800 | |||||||
Accounts Payable | |||||||||
Related Party Transaction [Line Items] | |||||||||
Property and equipment purchases | $ 14,700 | $ 10,400 | $ 6,500 |
Related Parties - Right of Use
Related Parties - Right of Use Assets and Lease Liability under ASC 842 (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finance | |||||
Right-of-use asset, net | $ 58,393 | $ 47,892 | $ 40,218 | $ 36,904 | $ 19,088 |
Lease liabilities - current portion | 5,354 | 5,004 | 4,414 | 3,877 | 2,272 |
Lease liabilities | 57,234 | 45,516 | 38,103 | 35,058 | 17,168 |
Total present value of minimum lease payments | 62,588 | 38,935 | |||
Operating | |||||
Right-of-use asset, net | 45,753 | 40,022 | 32,881 | 30,076 | 22,045 |
Lease liabilities - current portion | 4,264 | 4,015 | 3,497 | 3,277 | 2,541 |
Lease Liabilities | 43,657 | $ 37,777 | $ 30,907 | 28,120 | $ 20,601 |
Total present value of minimum lease payments | 47,921 | 29,605 | |||
Various Related Parties and Benjamin Atkins | |||||
Finance | |||||
Right-of-use asset, net | 2,080 | 3,425 | |||
Lease liabilities - current portion | 207 | 281 | |||
Lease liabilities | 2,184 | 3,500 | |||
Total present value of minimum lease payments | 2,391 | 3,781 | |||
Operating | |||||
Right-of-use asset, net | 6,116 | 12,003 | |||
Lease liabilities - current portion | 725 | 1,539 | |||
Lease Liabilities | 5,790 | 11,083 | |||
Total present value of minimum lease payments | $ 6,515 | $ 12,622 |
Financial Instruments and Fin_3
Financial Instruments and Financial Risk Management - Summary Of Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets, Fair Value Disclosure [Abstract] | ||
Money Market Funds | $ 65,516 | $ 77,993 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Warrant Liability | 0 | 9,892 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money Market Funds | 65,516 | 77,993 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Warrant Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money Market Funds | 0 | 0 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Warrant Liability | 0 | 9,892 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money Market Funds | 0 | 0 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Warrant Liability | $ 0 | $ 0 |
Financial Instruments and Fin_4
Financial Instruments and Financial Risk Management - Summary Of Contractual Cash Flows (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Accounts Payable and Accrued Liabilities [Member] | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | $ 41,902 |
Accounts Payable and Accrued Liabilities [Member] | 1 Year | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 41,902 |
Accounts Payable and Accrued Liabilities [Member] | 1 to 3 Years | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 0 |
Notes Payable, Other Payables [Member] | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 6,000 |
Notes Payable, Other Payables [Member] | 1 Year | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 2,000 |
Notes Payable, Other Payables [Member] | 1 to 3 Years | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 4,000 |
Notes Payable Related Party [Member] | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 12,011 |
Notes Payable Related Party [Member] | 1 Year | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 12,011 |
Other Noncurrent Liabilities [Member] | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 130,000 |
Other Noncurrent Liabilities [Member] | 1 Year | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 0 |
Other Noncurrent Liabilities [Member] | 3 to 5 Years | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 130,000 |
Operating Lease Liability [Member] | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 40,150 |
Operating Lease Liability [Member] | 1 Year | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 5,480 |
Operating Lease Liability [Member] | 1 to 3 Years | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 10,681 |
Operating Lease Liability [Member] | 3 to 5 Years | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 9,764 |
Operating Lease Liability [Member] | 5 Years | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 14,225 |
Finance Lease Liability [Member] | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 55,907 |
Finance Lease Liability [Member] | 1 Year | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 6,964 |
Finance Lease Liability [Member] | 1 to 3 Years | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 12,899 |
Finance Lease Liability [Member] | 3 to 5 Years | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 11,375 |
Finance Lease Liability [Member] | 5 Years | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 24,669 |
Construction Finance Liability [Member] | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 82,047 |
Construction Finance Liability [Member] | 1 Year | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 0 |
Construction Finance Liability [Member] | 1 to 3 Years | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 0 |
Construction Finance Liability [Member] | 3 to 5 Years | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | 61,071 |
Construction Finance Liability [Member] | 5 Years | |
Disclosure Of Contractual Cash Flows [Line Items] | |
Contractual Obligation | $ 20,977 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Thousands | Oct. 06, 2021USD ($) | Oct. 01, 2021USD ($)shares | Mar. 21, 2021shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) |
Subsequent Event [Line Items] | |||||||
Net proceeds from private placement | $ 217,896 | $ 83,228 | $ 83,228 | $ 47,467 | |||
Subsequent Event | Senior Secured Notes Due 2026 | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, interest rate | 8.00% | ||||||
Gross proceeds from private placement | $ 350,000 | ||||||
Net proceeds from private placement | $ 342,600 | ||||||
Notes issued, percentage of face value | 100.00% | ||||||
Redemption description | The Notes will mature on October 6, 2026 and may be redeemed in whole or in part, at any time from time to time, on or after October 6, 2023 at the application redemption price set forth in the Indenture | ||||||
Debt instrument, frequency of payment | payable semi-annually in equal installments until the maturity date | ||||||
Debt instrument, maturity date | Oct. 6, 2026 | ||||||
Subsequent Event | Super Voting Shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Conversion of Outstanding Super Voting Shares into Multiple voting shares, Shares | shares | 551,614 | ||||||
Subsequent Event | Multiple Voting Shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Conversion of Outstanding Super Voting Shares into Multiple voting shares, Shares | shares | 551,614 | ||||||
Subsequent Event | Harvest Health & Recreation, Inc | Arrangement Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate number of shares issued | shares | 50,874,175 | ||||||
Shares issued for acquisition | $ 1,400,000 | ||||||
Subsequent Event | Harvest Health & Recreation, Inc | Arrangement Agreement | Subordinate Voting Shares | |||||||
Subsequent Event [Line Items] | |||||||
Business acquisition shares exchange ratio | 0.1170 |