Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 000-56132 | |
Entity Registrant Name | GREEN THUMB INDUSTRIES INC. | |
Entity Central Index Key | 0001795139 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 325 West Huron Street | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60654 | |
Entity Tax Identification Number | 98-1437430 | |
City Area Code | 312 | |
Local Phone Number | 471-6720 | |
Entity Incorporation, State or Country Code | A1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Subordinate Voting Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(g) Security | Subordinate Voting Shares | |
Entity Common Stock, Shares Outstanding | 194,781,223 | |
Super Voting Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(g) Security | Super Voting Shares | |
Entity Common Stock, Shares Outstanding | 29,503,100 | |
Multiple Voting Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(g) Security | Multiple Voting Shares | |
Entity Common Stock, Shares Outstanding | 3,965,400 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and Cash Equivalents | $ 285,792,378 | $ 83,757,785 |
Accounts Receivable | 25,484,379 | 21,414,987 |
Inventories | 92,981,561 | 69,542,953 |
Prepaid Expenses | 11,159,708 | 6,445,393 |
Other Current Assets | 5,333,213 | 2,782,887 |
Total Current Assets | 420,751,239 | 183,944,005 |
Property and Equipment, Net | 325,302,931 | 189,925,877 |
Right of Use Assets, Net | 174,140,812 | 140,382,781 |
Investments | 50,627,826 | 40,794,806 |
Investment in Associate | 30,067,409 | 12,669,963 |
Intangible Assets, Net | 549,184,352 | 406,242,034 |
Goodwill | 597,483,954 | 382,697,467 |
Deposits and Other Assets | 2,870,954 | 1,892,229 |
TOTAL ASSETS | 2,150,429,477 | 1,358,549,162 |
Current Liabilities: | ||
Accounts Payable | 9,811,144 | 20,503,572 |
Accrued Liabilities | 78,700,095 | 56,288,729 |
Current Portion of Notes Payable | 777,275 | 341,983 |
Current Portion of Lease Liabilities | 7,604,460 | 3,862,110 |
Contingent Consideration Payable | 68,148,188 | 22,150,000 |
Income Tax Payable | 260,621 | 16,142,041 |
Total Current Liabilities | 165,301,783 | 119,288,435 |
Long-Term Liabilities: | ||
Lease Liabilities, Net of Current Portion | 180,857,800 | 146,426,760 |
Notes Payable, Net of Current Portion and Debt Discount | 205,760,797 | 98,712,996 |
Contingent Consideration Payable | 39,876,234 | 4,950,000 |
Warrant Liability | 34,003,000 | 39,454,000 |
Deferred Income Taxes | 79,515,045 | 35,557,630 |
TOTAL LIABILITIES | 705,314,659 | 444,389,821 |
COMMITMENTS AND CONTINGENCIES | ||
SHARE HOLDERS' EQUITY | ||
Share Capital | 1,500,863,236 | 1,048,640,398 |
Contributed Surplus | 8,578,127 | 4,893,153 |
Deferred Share Issuances | 28,645,809 | 2,587,317 |
Accumulated Deficit | (92,868,812) | (145,498,623) |
Equity of Green Thumb Industries Inc. | 1,445,218,360 | 910,622,245 |
Noncontrolling interests | (103,542) | 3,537,096 |
TOTAL SHAREHOLDERS' EQUITY | 1,445,114,818 | 914,159,341 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 2,150,429,477 | 1,358,549,162 |
Subordinate Voting Shares [Member] | ||
SHARE HOLDERS' EQUITY | ||
Share Capital | 0 | 0 |
Multiple Voting Shares [Member] | ||
SHARE HOLDERS' EQUITY | ||
Share Capital | 0 | 0 |
Super Voting Shares [Member] | ||
SHARE HOLDERS' EQUITY | ||
Share Capital | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subordinate Voting Shares [Member] | ||
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 194,383,883 | 178,113,221 |
Common Stock, Shares, Outstanding | 194,383,883 | 178,113,221 |
Multiple Voting Shares [Member] | ||
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 39,654 | 40,289 |
Common Stock, Shares, Outstanding | 39,654 | 40,289 |
Super Voting Shares [Member] | ||
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 295,031 | 312,031 |
Common Stock, Shares, Outstanding | 295,031 | 312,031 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues, net of discounts | $ 233,676,881 | $ 157,103,841 | $ 649,979,277 | $ 379,346,367 |
Cost of Goods Sold, net | (104,159,371) | (70,146,676) | (286,685,443) | (175,707,874) |
Gross Profit | 129,517,510 | 86,957,165 | 363,293,834 | 203,638,493 |
Expenses: | ||||
Selling, General, and Administrative | 71,448,927 | 49,745,979 | 202,835,651 | 144,823,947 |
Total Expenses | 71,448,927 | 49,745,979 | 202,835,651 | 144,823,947 |
Income From Operations | 58,068,583 | 37,211,186 | 160,458,183 | 58,814,546 |
Other Income (Expense): | ||||
Other Income, net | 8,124,613 | 6,432,883 | 9,805,073 | 7,501,566 |
Interest Income, net | 328,018 | 5,397 | 673,598 | 109,922 |
Interest Expense, net | (7,616,449) | (4,460,125) | (16,419,420) | (14,236,475) |
Total Other Income (Expense) | 836,182 | 1,978,155 | (5,940,749) | (6,624,987) |
Income Before Provision for Income Taxes And Non-Controlling Interest | 58,904,765 | 39,189,341 | 154,517,434 | 52,189,559 |
Provision For Income Taxes | 37,319,988 | 28,436,332 | 98,202,898 | 56,964,047 |
Net Income (Loss) Before Non-Controlling Interest | 21,584,777 | 10,753,009 | 56,314,536 | (4,774,488) |
Net Income Attributable to Non-Controlling Interest | 1,375,623 | 1,109,080 | 3,684,725 | 2,697,352 |
Net Income (Loss) Attributable To Green Thumb Industries Inc. | $ 20,209,154 | $ 9,643,929 | $ 52,629,811 | $ (7,471,840) |
Net Income (Loss) per share - basic | $ 0.09 | $ 0.04 | $ 0.24 | $ (0.04) |
Net Income (Loss) per share - diluted | $ 0.08 | $ 0.04 | $ 0.23 | $ (0.04) |
Weighted average number of shares outstanding - basic | 226,529,671 | 211,990,405 | 221,059,870 | 210,127,323 |
Weighted average number of shares outstanding - diluted | 230,879,437 | 214,212,292 | 225,411,773 | 210,127,323 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Total | Share Capital [Member] | Share Capital [Member]Note Payable [Member] | Contributed Surplus [Member] | Contributed Surplus [Member]Note Payable [Member] | Deferred Share Issuance [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2019 | $ 843,208,676 | $ 980,638,701 | $ 3,960,854 | $ 16,587,798 | $ (160,491,590) | $ 2,512,913 | ||
Contributions from limited liability company unit holders | 50,000 | 50,000 | ||||||
Issuance of shares under business combinations and investments | (153,929) | 2,524,560 | (2,678,489) | |||||
Issuance of shares for redemption of noncontrolling interest | 5,350,000 | 20,078,940 | (14,728,940) | |||||
Distribution of Contingent Consideration | 22,885,813 | 22,885,813 | ||||||
Distribution of deferred shares | 14,752,467 | (14,752,467) | ||||||
Issuance of warrants | 181,272 | 181,272 | ||||||
Exercise of options | 656,096 | 890,436 | (234,340) | |||||
Stock based compensation | 15,209,518 | 15,209,518 | ||||||
Distributions to third party and limited liability company unit holders | (2,536,658) | 53,377 | 2,483,281 | |||||
Net (loss) income | (4,774,488) | (7,471,840) | 2,697,352 | |||||
Ending balance at Sep. 30, 2020 | 880,076,300 | 1,041,770,917 | 1,656,498 | 1,835,331 | (167,963,430) | 2,776,984 | ||
Beginning balance at Jun. 30, 2020 | 851,398,319 | 1,004,812,062 | 6,545,712 | 15,280,000 | (177,607,359) | 2,367,904 | ||
Noncontrolling interests adjustment for change in ownership | 5,700,000 | 5,700,000 | ||||||
Issuance of shares for redemption of noncontrolling interest | 5,350,000 | 20,078,940 | (14,728,940) | |||||
Distribution of Contingent Consideration | 2,690,914 | 2,690,914 | ||||||
Distribution of deferred shares | 13,444,669 | (13,444,669) | ||||||
Exercise of options | 448,424 | 744,332 | (295,908) | |||||
Stock based compensation | 4,435,634 | 4,435,634 | ||||||
Distributions to third party and limited liability company unit holders | (700,000) | 700,000 | ||||||
Net (loss) income | 10,753,009 | 9,643,929 | 1,109,080 | |||||
Ending balance at Sep. 30, 2020 | 880,076,300 | 1,041,770,917 | 1,656,498 | 1,835,331 | (167,963,430) | 2,776,984 | ||
Beginning balance at Dec. 31, 2020 | 914,159,341 | 1,048,640,398 | 4,893,153 | 2,587,317 | (145,498,623) | 3,537,096 | ||
Issuance of shares under business combinations and investments | 223,978,989 | 223,956,834 | 22,155 | |||||
Issuance of shares for redemption of noncontrolling interest | 4,070,003 | (4,996,294) | 926,291 | |||||
Shares issued as contingent consideration | 18,621,759 | 18,621,759 | ||||||
Issuance of deferred shares | 29,196,104 | 29,196,104 | ||||||
Distribution of deferred shares | (6,873) | 3,144,485 | (3,137,612) | |||||
Issuance of registered shares pursuant to Form S-1 | 155,498,140 | 155,803,084 | (304,944) | |||||
Exercise of options, RSUs and warrants | 11,228,082 | 39,220,813 | (27,992,731) | |||||
Warrants and shares issued in association with notes payable | 22,529,268 | $ 270,660 | $ 22,258,608 | |||||
Shares issued for settlement of business dispute | 7,135,200 | 7,135,200 | ||||||
Stock based compensation | 14,698,180 | 14,698,180 | ||||||
Distributions to third party and limited liability company unit holders | (8,251,654) | (8,251,654) | ||||||
Net (loss) income | 56,314,536 | 52,629,811 | 3,684,725 | |||||
Ending balance at Sep. 30, 2021 | 1,445,114,818 | 1,500,863,236 | 8,578,127 | 28,645,809 | (92,868,812) | (103,542) | ||
Beginning balance at Jun. 30, 2021 | 1,229,157,947 | 1,316,465,184 | 13,159,133 | 8,565,707 | (113,077,966) | 4,045,889 | ||
Issuance of shares under business combinations and investments | 166,224,033 | 166,163,571 | 60,462 | |||||
Issuance of shares for redemption of noncontrolling interest | 4,070,003 | (4,996,294) | 926,291 | |||||
Shares issued as contingent consideration | 5,949,078 | 5,949,078 | ||||||
Issuance of deferred shares | 21,382,385 | 21,382,385 | ||||||
Distribution of deferred shares | (16,605) | 1,318,888 | (1,302,283) | |||||
Exercise of options, RSUs and warrants | 2,256,496 | 6,896,512 | (4,640,016) | |||||
Stock based compensation | 4,994,842 | 4,994,842 | ||||||
Distributions to limited liability company unit holders | (6,451,345) | (6,451,345) | ||||||
Net (loss) income | 21,584,777 | 20,209,154 | 1,375,623 | |||||
Ending balance at Sep. 30, 2021 | $ 1,445,114,818 | $ 1,500,863,236 | $ 8,578,127 | $ 28,645,809 | $ (92,868,812) | $ (103,542) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net income (loss) attributable to Green Thumb Industries Inc. | $ 52,629,811 | $ (7,471,840) |
Net income attributable to non-controlling interest | 3,684,725 | 2,697,352 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 47,239,479 | 38,479,960 |
Amortization of operating lease assets | 24,760,298 | 18,987,980 |
Loss on extinguishment of debt | 9,881,847 | 0 |
Loss on disposal of property and equipment | 822,306 | 29,858 |
Earnings from equity method investments | (1,330,196) | (1,400,000) |
Bad debt expense | 264,424 | 315,798 |
Deferred income taxes | 8,216,597 | 4,377,000 |
Stock based compensation | 14,698,180 | 15,209,520 |
(Increase) decrease in fair value of investments | (14,604,387) | (8,142,178) |
Interest on contingent consideration payable and acquisition liabilities | 2,874,422 | 998,842 |
Increase (decrease) in fair value of contingent consideration | 662,027 | (425,424) |
Increase (decrease) in fair value of warrants | (5,451,000) | 2,060,771 |
Shares issued for settlement of business dispute | 7,135,200 | |
Decrease in fair value of note receivable | 0 | (815,937) |
Amortization of debt discount | 4,954,281 | 4,048,531 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,781,683) | (5,616,054) |
Inventories | (17,257,048) | (9,129,777) |
Prepaid expenses and other current assets | (5,992,713) | (4,142,854) |
Deposits and other assets | (978,725) | 1,567,458 |
Accounts payable | (12,950,170) | 2,242,553 |
Accrued liabilities | 3,516,335 | 13,609,399 |
Operating lease liabilities | (20,344,939) | (12,674,176) |
Income tax payable | (15,881,420) | 14,617,544 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 82,767,650 | 71,056,200 |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (117,159,709) | (49,221,442) |
Proceeds from disposal of assets | 108,700 | 11,799,025 |
Investments in securities | (31,053,096) | |
Proceeds from sale of investments | 18,282,213 | |
Purchase of businesses, net of cash acquired | (18,458,358) | |
NET CASH USED IN INVESTING ACTIVITIES | (148,280,250) | (37,422,417) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Contributions from limited liability company unit holders | 50,000 | |
Distributions to third parties and limited liability company unit holders | (8,251,654) | (2,536,658) |
Distributions from unconsolidated subsidiaries | 1,475,000 | |
Net proceeds from issuance of registered shares pursuant to Form S-1 | 155,498,140 | |
Proceeds from exercise of options and warrants | 11,228,082 | 656,096 |
Payment for purchase of noncontrolling interest | (150,000) | |
Proceeds from issuance of notes payable | 175,500,047 | |
Principal repayment of notes payable | (64,702,508) | (229,482) |
Prepayment penalty and other costs associated with refinancing | (3,199,914) | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 267,547,193 | (2,210,044) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 202,034,593 | 31,423,739 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD | 83,757,785 | 46,667,334 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD | 285,792,378 | 78,091,073 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid | 13,713,625 | 9,418,727 |
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Accrued capital expenditures | 12,868,898 | (6,798,187) |
Noncash increase in right of use asset | (22,620,494) | (36,854,352) |
Noncash increase in lease liability | $ 22,620,494 | $ 36,854,352 |
Warrant issuance associated with note payable | 22,529,268 | 753,658 |
Mortgages associated with dispensaries | $ 6,830,000 | $ 2,647,000 |
Liability for purchase of noncontrolling interest | (5,350,000) | |
Share Issued For Purchase Of Non Controlling Interest | 4,070,003 | |
Issuance of contingent consideration | 18,621,759 | |
Deferred share issuances | (29,196,104) | |
Deferred share distributions | (3,137,612) | (14,752,467) |
Issuance of shares under business combinations | 223,978,989 | 24,485,670 |
Inventory | 6,181,560 | |
Accounts receivable | 552,133 | |
Prepaid assets | 367,433 | |
Property and equipment | 15,704,793 | 80,615 |
Right of use assets | 18,324,775 | |
Identifiable intangible assets | 173,926,457 | (145,000) |
Goodwill | 214,786,487 | (2,003,275) |
Deposits and other assets | 904,495 | 603,988 |
Liabilities assumed | (11,032,483) | (1,302,604) |
Lease liabilities | (18,324,775) | |
Contingent liabilities | (61,853,000) | |
Equity interests issued | (285,338,699) | (503,389) |
Acquisition liability | 228,813 | |
Deferred income taxes | (35,740,818) | (2,491,700) |
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed) | 18,458,358 | |
RECONCILIATION OF CASH, AND CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and cash equivalents | 285,792,378 | 75,116,621 |
Restricted cash | 2,974,452 | |
TOTAL CASH, AND CASH EQUIVALENTS AND RESTRICED CASH | $ 285,792,378 | $ 78,091,073 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Overview and Basis of Presentation | 1. Overview and Basis of Presentation (a) Description of Business Green Thumb Industries Inc. (“ Green Thumb ” or the “ Company ”); a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while being committed to community and sustainable profitable growth. Green Thumb owns, manufactures, and distributes a portfolio of cannabis consumer packaged goods brands including Beboe, Dogwalkers, Dr. Solomon’s, Good Green, incredibles, and Rythm, to third-party retail stores across the United States as well as to Green Thumb owned retail stores. The Company also owns and operates retail cannabis stores that include a rapidly growing national chain named Rise Dispensaries, all of which sell our products and third-party products. As of September 30, 2021, Green Thumb has revenue in fourteen markets (California, Colorado, Connecticut, Florida, Illinois, Maryland, Massachusetts, Nevada, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Virginia), employs approximately 3,400 people and serves millions of patients and customers annually. In addition to the states listed above, the Company also conducts pre-licensing activities in other markets. In these markets, the Company has either applied for licenses, or plans on applying for licenses, but does not currently own any cultivation, production or retail licenses. The Company’s registered office is located at 250 Howe Street, 20 th Floor, Vancouver, British Columbia, V6C 3R8. The Company’s U.S. headquarters are at 325 W. Huron St., Suite 700, Chicago, IL 60654. (b) Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of Green Thumb and have been prepared in accordance with accounting principles generally accepted in the United States (“ GAAP ”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities & Exchange Commission (" SEC "). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and, accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, as amended (the " 2020 Form 10-K" ). In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates. Certain previously reported amounts have been reclassified between line items to conform to the current presentation. The reclassifications did not affect the Company’s previously reported consolidated balance sheets, consolidated statements of operations, statements of cash flows or statements of changes in shareholders’ equity. (c) Significant Accounting Policies There have been no changes to the Company’s significant accounting policies as described in Note 2 of the 2020 Form 10-K. (d) Earnings (Loss) per Share Basic earnings (loss) per share is calculated using the treasury stock method, by dividing the net earnings (loss) attributable to shareholders by the weighted average number of common shares outstanding during each of the periods presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding common shares and consequently are not included in the loss per share calculation. Diluted earnings per share is calculated using the treasury stock method by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. The Company has three categories of potentially dilutive common share equivalents: restricted stock units, stock options and warrants. As of September 30, 2021, the Company had 5,625,661 options, 352,936 restricted stock units and 3,591,975 warrants outstanding. As of September 30, 2020 , the Company had 5,782,599 options, 688,507 restricted stock units and 2,520,794 warrants outstanding. 1. Overview and Basis of Presentation (Continued) In order to determine diluted earnings per share, it is assumed that any proceeds from the exercise of dilutive unvested restricted stock units, stock options, and warrants would be used to repurchase common shares at the average market price during the period. Under the treasury stock method, the diluted earnings per share calculation excludes any potential conversion of stock options and convertible debt that would increase earnings per share or decrease loss per share. For the three months ended September 30, 2021, the computation of diluted earnings per share included 3,022,973 options, 223,661 restricted stock units and 1,103,132 warrants. For the nine months ended September 30, 2021, the computation of diluted earnings per share included 3,041,286 options, 196,043 restricted stock units and 1,114,574 warrants. For the three months ended September 30, 2020, the computation of diluted earnings per share included 1,928,947 options, 151,458 restricted stock units and 141,482 warrants. No potentially dilutive common share equivalents were included in the computation of diluted loss per share for the nine months ended September 30, 2021 because their impact was anti-dilutive. (e) Recently Adopted Accounting Standards (i) In December 2019, the Financial Accounting Standards Board (" FASB " ) issued Accounting Standards Updated ( "ASU" ) 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes (“ ASU 2019-12 ”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 on January 1, 2021. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (ii) In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ ASU 2020-01 ”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The Company adopted ASU 2020-01 on January 1, 2021. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (c) Recently Issued Accounting Standards (i) On August 5, 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We do not expect the adoption of this guidance will have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (b) Coronavirus Pandemic In March 2020, the World Health Organization categorized coronavirus disease 2019 (together with its variants, “COVID-19” ) as a pandemic. COVID-19 continues to spread throughout the U.S. and other countries across the world, and the duration and severity of its effects are currently unknown. The Company continues to implement and evaluate actions to strengthen its financial position and support the continuity of its business and operations. The Company’s unaudited interim condensed consolidated financial statements presented herein reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and reported amounts of revenue and expenses during the periods presented. Such estimates and assumptions affect, among other things, the Company’s goodwill; long-lived assets and intangible assets; operating lease right of use assets and operating lease liabilities; valuation of deferred income taxes; the allowance for doubtful accounts; assessment of the Company’s lease and non-lease contract expenses; and measurement of compensation cost for bonus and other compensation plans. While the Company’s revenue, gross profit and operating income were not impacted during the first nine months of 2021, the uncertain nature of the spread of COVID-19 and the uncertainty of the impact of nationwide vaccine programs may impact the Company’s business operations for reasons including the potential quarantine of the Company’s employees or those of its supply chain partners, and the Company’s continued designation as an “essential” business in states where the Company does business that currently or in the future impose restrictions on its business operations. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 2. INVENTORIES The Company’s inventories include the following at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, Raw Material $ 6,804,865 $ 6,372,659 Packaging and Miscellaneous 8,250,653 8,592,153 Work in Process 36,188,258 25,488,806 Finished Goods 42,836,886 30,821,392 Reserve for Obsolete Inventory ( 1,099,101 ) ( 1,732,057 ) Total Inventories $ 92,981,561 $ 69,542,953 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. PROPERTY AND EQUIPMENT At September 30, 2021 and December 31, 2020, property and equipment consisted of the following: September 30, 2021 December 31, 2020 Buildings and Improvements $ 75,669,250 $ 51,557,405 Equipment, Computers and Furniture 72,635,125 49,097,109 Leasehold Improvements 106,118,700 88,607,252 Capitalized Interest 5,237,167 2,988,681 Total Property and Equipment 259,660,242 192,250,447 Less: Accumulated Depreciation ( 38,371,583 ) ( 24,192,900 ) Property and Equipment, net 221,288,659 168,057,547 Land 14,670,675 2,879,376 Land Improvements 194,000 Assets Under Construction 89,149,597 18,988,954 Property and equipment, net $ 325,302,931 $ 189,925,877 Assets under construction represent construction in progress related to both cultivation and dispensary facilities not yet completed or otherwise not ready for use. Depreciation expense for the three and nine months ended September 30, 2021 totaled $ 6,235,318 and $ 16,255,340 , respectively of which $ 3,905,487 and $ 9,997,128 , respectively, is included in cost of goods sold. Depreciation expense for the three and nine months ended September 30, 2020 totaled $ 2,003,586 and $ 11,193,570 , respectively of which $ 311,315 and $ 5,571,477 , respectively, is included in cost of goods sold. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 4. ACQUISITIONS The Company has determined that the below acquisitions are business combinations under Accounting Standards Codification (" ASC ") 805, Business Combinations. They are accounted for by applying the acquisition method, whereby the assets acquired and the liabilities assumed are recorded at their fair values with any excess of the aggregate consideration over the fair values of the identifiable net assets allocated to goodwill. Operating results have been included in these consolidated financial statements from the date of the acquisition. Supplemental pro forma financial information has not been presented as the impact was not material to the Company's consolidated financial statements. The goodwill recorded primarily includes the expected synergies resulting from combining the operations of the acquired entity with those of the Company. (a) 2021 Business Acquisitions The Company completed a preliminary allocation of the purchase price of the assets acquired and liabilities assumed. 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 initial accounting estimates: Dharma Summit Medical Compassion Center, Inc. Other Cash $ 150,066 $ 1,143,493 $ 651,434 Inventory 508,361 1,828,848 3,844,351 Accounts receivable 38,166 1,200 512,767 Prepaid expenses 72,125 104,589 190,719 Property and equipment, net 1,983,047 3,242,890 10,478,856 Right-of-use asset, net 4,218,658 210,069 13,896,049 Deposits and other assets 251,875 67,620 585,000 Intangible assets, net: Licenses and permits 66,000,000 50,800,000 57,126,457 Liabilities assumed ( 157,877 ) ( 4,407,319 ) ( 6,467,287 ) Lease liabilities ( 4,218,658 ) ( 210,069 ) ( 13,896,049 ) Deferred income tax liabilities ( 17,034,600 ) ( 13,111,880 ) ( 14,744,338 ) Total identifiable net assets 51,811,163 39,669,441 52,177,959 Goodwill (non-tax deductible) 88,730,652 69,029,291 66,176,544 Net assets $ 140,541,815 $ 108,698,732 $ 118,354,503 As part of the initial purchase accounting for each of the above acquisitions, the Company recorded intangible assets of $ 173,926,457 all of which was associated with licenses and permits that allow for the processing, cultivation and retail sale of cannabis. The weighted-average amortization period for the licenses intangibles was 15 years . Acquisition related expenses incurred during the three and nine months ended September 30, 2021 were approximately $ 0.2 million and $ 1.3 million respectively. Other Acquisitions consist of Liberty Compassion Inc. and GreenStar Herbals Inc. The details of the transactions are discussed below. (i) Acquisition of Liberty Compassion Inc. On June 1, 2021 , the Company acquired 100 % of the ownership interests of Liberty Compassion Inc. ( "Liberty" ), a Massachusetts-based medical cannabis cultivator and retailer, for the purposes of expanding the Company's operational capacity in the Massachusetts market. The acquisition was an all stock transaction whereby consideration was satisfied through the issuance of 2,146,565 Subordinate Voting Shares (including 259,765 deferred shares) valued at approximately $ 64.6 million, based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb's Subordinate Voting Shares as traded on the Canadian Securities Exchange (" CSE ") on the date of the transaction. 4. ACQUISITIONS (Continued) (ii) Acquisition of Dharma Pharmaceuticals, LLC On July 1, 2021 Green Thumb Industries acquired 100 % of Dharma Pharmaceuticals, LLC (“ Dharma ”), a Virginia-based medical cannabis cultivator, processor and retailer, for the purpose of expanding Green Thumb's national presence. Green Thumb exchanged $ 15,175,384 in cash along with 2,298,779 Subordinate Voting Shares (including 229,878 deferred shares) valued at approximately $ 75.9 million, based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb's Subordinate Voting Shares as traded on the CSE on the date of the transaction. The purchase agreement included additional consideration of up to $ 65.0 million in shares of Green Thumb depending upon the successful opening of 5 retail dispensaries in the Virginia area within the first three years following the signing of the purchase agreement and the legal sale of adult use cannabis in a retail dispensary by January 1, 2025. On August 16, 2021, the Company issued 199,993 Subordinate Voting Shares to the former owners of Dharma in connection with the successful opening of one retail dispensary in Virginia. The shares had a fair value of $ 5,949,078 at the date of issuance. As of September 30, 2021, the estimated value of the contingent consideration associated with the acquisition of Dharma, which was valued based on a probability weighting of the potential payments, was $ 45.9 million, of which $ 19.8 million was included as a current liability on the Company's unaudited interim condensed consolidated balance sheets. (iii) Acquisition of Mobley Pain Management and Wellness Center LLC and Canwell Processing LLC On August 1, 2021 , the Company acquired Mobley Pain Management and Wellness Center LLC and Canwell Processing LLC (collectively referred to as " Summit "), both of which have contractual interests in Summit Medical Compassion Center, Inc. a non-profit entity with vertically integrated cannabis operations in Rhode Island for the purpose of expanding GreenThumb's national presence. Green Thumb exchanged 2,387,807 Subordinate Voting Shares valued at approximately $ 71.0 million (including 303,599 deferred shares) based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb's Subordinate Voting Shares as traded on the CSE on the date of the transaction. The purchase agreement included additional consideration of up to 2,500,000 Subordinate Voting Shares of Green Thumb depending upon the achievement of certain earnings targets over the twelve month period following the close of the transaction. As of September 30, 2021, the estimated value of the contingent consideration associated with the acquisition of Summit, which was valued based on the probability weighting of the potential payments, was $ 38.4 million all of which was included as a current liability on the Company's unaudited interim condensed consolidated balance sheets. (iv) Acquisition of GreenStar Herbals Inc. On September 1, 2021 , the Company acquired GreenStar Herbals Inc. (" GreenStar "), a Massachusetts-based adult-use cannabis retailer, for the purpose of expanding the Company's operational capacity in the Massachusetts market. Green Thumb exchanged $ 5,222,967 in cash along with 1,348,216 Subordinate Voting Shares (including 161,306 deferred shares) valued at approximately $ 39.7 million, based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb's Subordinate Voting Shares as traded on the CSE on the date of the transaction. The purchase agreement included additional consideration of up to 663,810 Subordinate Voting Shares of Green Thumb depending upon the achievement of certain revenue metrics of GreenStar over the twenty-four month period following the close of the transaction. As of September 30, 2021, the estimated value of the contingent consideration associated with the acquisition of GreenStar, which was valued based on the probability weighting of the potential payments, was $ 8.9 million, all of which was included as a non-current liability on the Company's unaudited interim condensed consolidated balance sheets. |
Intangible Assets And Goodwill
Intangible Assets And Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 5. INTANGIBLE ASSETS AND GOODWILL Intangible Assets Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is provided on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively. At September 30, 2021 and December 31, 2020, intangible assets consisted of the following: September 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Licenses and Permits $ 515,368,694 $ 59,514,065 $ 455,854,629 $ 343,135,736 $ 41,993,595 $ 301,142,141 Trademarks 98,935,601 22,174,913 76,760,688 99,295,599 13,455,178 85,840,421 Customer Relationships 24,438,000 9,071,493 15,366,507 25,258,000 7,583,005 17,674,995 Non-Competition Agreements 2,565,000 1,362,472 1,202,528 2,585,480 1,001,003 1,584,477 Total Intangible Assets $ 641,307,295 $ 92,122,943 $ 549,184,352 $ 470,274,815 $ 64,032,781 $ 406,242,034 The Company recorded amortization expense for the three and nine months ended September 30, 2021 of $ 10,937,748 and $ 30,984,139 , respectively. The Company recorded amortization expense for the three and nine months ended September 30, 2020 of $ 9,531,290 and $ 27,286,390 , respectively. The following table outlines the estimated annual amortization expense related to intangible assets as of September 30, 2021: Year Ending December 31, Estimated Remainder of 2021 $ 12,527,442 2022 50,079,212 2023 50,076,435 2024 49,495,101 2025 49,397,435 Thereafter 337,608,727 $ 549,184,352 As of September 30, 2021 , the weighted average amortization period remaining for intangible assets was 12.35 years. Goodwill At September 30, 2021 and December 31, 2020 the balances of goodwill, by segment, consisted of the following: Retail Consumer Package Goods Total As of December 31, 2020 130,680,935 252,016,532 382,697,467 Acquisition of Dharma Pharmaceuticals, LLC 43,378,626 45,352,026 88,730,652 Acquisition of Summit Medical Compassion Center, Inc. 47,864,947 21,164,344 69,029,291 Other Acquisitions 34,048,860 32,127,684 66,176,544 Adjustments to Purchase Price Allocations ( 9,150,000 ) — ( 9,150,000 ) As of September 30, 2021 $ 246,823,368 $ 350,660,586 $ 597,483,954 During the third quarter 2021, the Company made immaterial adjustments to the purchase price allocations associated with previously acquired entities that resulted in a reduction to goodwill and a corresponding reduction to deferred tax liabilities. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2021 | |
Investments [Abstract] | |
Investments | 6. INVESTMENTS As of September 30, 2021 and December 31, 2020, the Company held various equity interests in privately held cannabis companies as well as investments in convertible notes that had a combined fair value of $ 50,627,826 and $ 40,794,806 as of each period end, respectively. The Company measures its investments that do not have readily determinable fair value at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes. The following table summarizes the change in the Company’s investments during the nine months ended September 30, 2021 and year ending December 31, 2020: September 30, 2021 December 31, 2020 Beginning $ 40,794,806 $ 14,068,821 Additions 31,053,096 525,000 Disposals ( 18,282,213 ) ( 169,818 ) Fair value adjustment 14,604,387 26,370,803 Transfers out ( 17,542,250 ) — Ending $ 50,627,826 $ 40,794,806 During the three and nine months ended September 30, 2021 and 2020, the Company recorded fair value gains (losses) of $ ( 4,074,934 ) and $ 14,604,387 , respectively and $ 7,284,213 and $ 6,717,178 , respectively. (a) Equity Investments On January 15, 2021, the Company sold approximately half of its equity interest in a privately held entity for $ 18,112,500 in cash. Subsequently, the privately held entity became publicly traded. As of the three and nine months ended September 30, 2021 , Green Thumb recorded a loss on the fair value of the equity interest of $ 3,948,841 and a gain of $ 9,568,348 , respectively, based on the trading price of the securities. As of September 30, 2021 and December 31, 2020, the fair value of the equity interest was $ 28,705,037 and $ 37,249,189 , respectively. Separately, during the first half of 2021, the Company made an additional investment in a privately held entity in the amount of $ 12,335,635 , recorded fair value adjustments of $ 4,110,378 and obtained representation on the entity's board of directors. Given Green Thumb's cumulative ownership interest and representation on the entity's board of directors, it was determined that the Company could exert significant influence over the entity. As of June 30, 2021, the Company reclassified its investment in the privately held entity to investment in associates on the unaudited interim condensed consolidated balance sheets and began accounting for the investment as an equity method investment. (b) Convertible Notes Receivable During the first nine months of 2021, the Company made multiple investments in the form of convertible notes receivable in the amount of $ 15,417,500 and an investment in a note receivable without a conversion feature in the amount of $ 1,500,000 . The interest on the convertible notes receivable range between 0.91 % - 10 % with terms between 15 months to three years . The interest on the note receivable without conversion feature is 3 % annually with a 180 day term. The calculated fair values are recorded as a Level 3 fair value investment as of September 30, 2021 and include the initial investment cost and contractual interest of $ 207,500 . See Note 14 - Fair Value Measurements for additional details. Unrealized gains and (losses) recognized on equity investments held during the three and nine months ended September 30, 2021and 2020 were $ ( 4,140,268 ) and $ 14,596,174 and $ 8,134,213 and $ 8,117,178 , respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 7. LEASES (a) Operating Leases The Company has operating leases for certain Rise Dispensaries, and other retail dispensaries as well as many of the Company’s processing and cultivation facilities located throughout the U.S and operating leases for corporate office space in Illinois. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. All real estate leases are recorded on the balance sheet. Equipment and other non-real estate leases with an initial term of twelve months or less are not recorded on the balance sheet. Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component. The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract. For the three and nine months ended September 30, 2021 the company recorded operating lease expense of $ 8,732,600 and $ 24,760,298 compared to operating lease expense of $ 6,557,340 and $ 18,987,980 for the three and nine months ended September 30, 2020. Other information related to operating leases as of September 30, 2021 and December 31, 2020 were as follows: September 30, 2021 December 31, 2020 Weighted avgerage remaining lease term (years) 12.13 12.10 Weighted average discount rate 13.67 % 13.70 % Maturities of lease liabilities for operating leases as of September 30, 2021 were as follows: Maturities of Lease Liability Year Ending December 31, Third Party Related Party Total Remainder of 2021 $ 7,922,552 $ 275,855 $ 8,198,407 2022 32,128,809 1,119,130 33,247,939 2023 32,058,049 1,144,320 33,202,369 2024 31,508,225 1,026,677 32,534,902 2025 29,190,223 947,727 30,137,950 2026 and Thereafter 294,266,749 8,035,397 302,302,146 Total Lease Payments 427,074,607 12,549,106 439,623,713 Less: Interest ( 245,267,484 ) ( 5,893,969 ) ( 251,161,453 ) Present Value of Lease Liability $ 181,807,123 $ 6,655,137 $ 188,462,260 (b) Related Party Operating Leases The Company entered into related party transactions with respect to its leasing arrangements for certain facilities in Florida, Maryland, Massachusetts and Nevada. Wendy Berger, a director of the Company, is a principal of WBS Equities, LLC, which is the Manager of Mosaic Real Estate, LLC, and owns certain facilities leased by the Company. Additionally, Mosaic Real Estate, LLC is indirectly owned in part by Ms. Berger (through the Wendy Berger 1998 Revocable Trust), Benjamin Kovler, the Chief Executive Officer and a director of the Company (through KP Capital, LLC), and Anthony Georgiadis, the Chief Financial Officer and a director of the Company (through Three One Four Holdings, LLC). The terms of these leases range from 7 years to 15 years . For the three and nine months ended September 30, 2021, the Company recorded lease expense of $ 295,298 and $ 890,730 , respectively, associated with these leasing arrangements. For the three and nine months ended September 30, 2020, the Company recorded lease expense of $ 353,537 and $ 1,146,243 , respectively associated with these leases. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 8. NOTES PAYABLE At September 30, 2021 and December 31, 2020, notes payable consisted of the following: September 30, 2021 December 31, 2020 Charitable Contributions 1 $ 1,284,449 $ 717,430 Private placement debt dated May 22, 2019 2 — 94,955,094 Private placement debt dated April 30, 2021 3 195,163,333 — Mortgage notes 4 10,090,290 3,382,455 Total notes payable 206,538,072 99,054,979 Less: current portion of notes payable ( 777,275 ) ( 341,983 ) Notes payable, net of current portion $ 205,760,797 $ 98,712,996 ____________________ 1 In connection with acquisitions completed in 2017 and 2019, the Company is required to make quarterly charitable contributions of $ 50,000 through October 2024 and $ 200,000 per year through May 2024 , respectively. The net present value of these required payments has been recorded as a liability with interest rates ranging between 2.17 % - 7.00 % . 2 On May 22, 2019, the Company issued private placement debt in an original amount of $ 105,466,429 with an interest rate of 12.00 % , maturing on May 22, 2023 . The debt was issued at a discount, the carrying value of which was $ 9,045,187 and $ 10,511,335 as of April 30, 2021, just prior to repayment, and December 31, 2020, respectively. 3 The April 30, 2021 private placement debt was issued in an original amount of $ 216,734,258 with an interest rate of 7.00 % , maturing on April 30, 2024 . The debt was issued at a discount, the carrying value of which was $ 21,570,925 as of September 30, 2021. 4 Mortgage notes, in the original amount of $ 10,437,000 were issued by the Company in connection with various operating properties. These mortgage notes mature between August 20, 2025 and August 1, 2041 and were issued at a discount, the carrying value of which was $ 165,159 and $ 174,223 , and are presented net of principal payments of $ 181,551 and $ 50,322 as of September 30, 2021 and December 31, 2020 , respectively. (a) April 30, 2021 Private Placement Financing On April 30, 2021, the Company closed a $ 216,734,258 Senior Secured non-brokered private placement financing through the issuance of senior secured notes (the “ April 30, 2021 Notes ”). The Company used the proceeds to retire the Company’s existing $ 105,466,429 , senior secured notes due May 22, 2023 (the " May 22, 2019 Notes ") and the remaining proceeds for general working capital purposes as well as various growth initiatives. The Notes have a maturity date of April 30, 2024 and bear interest from the date of issue of 7.00 % per annum, payable quarterly, with an option, at the discretion of the Company, to extend for an additional 12 months. The financing permits the Company to borrow an additional $ 33,265,742 over the next twelve months. The purchasers of the Notes also received 1,459,044 warrants (the “ Warrants ”) which allow the holder to purchase one Subordinate Voting Share at an exercise price of $ 32.68 per share, for a period of 60 months from the date of issue. The refinancing of the Notes involved multiple lenders who were considered members of a loan syndicate. In determining whether the refinancing of the Notes should be accounted for as a debt extinguishment or a debt modification, the Company considered whether, prior to and following the refinancing, creditors remained the same or changed, and whether the changes in debt terms were substantial. A change in the terms of the Notes was considered to be substantial if the present value of the remaining cash flows under the April 30, 2021 Notes were at least 10 % different from the present value of the remaining cash flows under the May 22, 2019 Notes (commonly referred to as the “ 10% Test ”). The Company performed a separate 10 % Test for each individual lender participating in the loan syndication. Of the 30 lenders who participated in the original financing of the May 22, 2019 Notes, 18 were accounted for as a debt extinguishment, while 12 were treated as a modification. Additionally, 9 new lenders joined the loan syndicate. On October 15, 2021, the Company amended the Notes Purchase Agreement, for the purposes of borrowing an additional $33.2 million. The additional borrowings have terms consistent with the April 30, 2021 Notes and increase the total amount borrowed to $250 million. The Company intends to use the additional proceeds for general working capital purposes as well as various growth initiatives. The purchasers of the Notes received an additional 243,304 warrants which allow the holder to purchase one Subordinate Voting Share at an exercise price of $30.02 per share, for a period of 60 months from the date of issue. 8. NOTES PAYABLE (Continued) (b) Related Parties A portion of the April 30, 2021 Notes are held by related parties as well as unrelated third-party lenders at a percentage of approximately 1 % and 99 %, respectively. The related parties consist of Benjamin Kovler, the Chief Executive Officer and a director of the Company (held through KP Capital, LLC and Outsiders Capital, LLC); Andrew Grossman, the Executive Vice President of Capital Markets of the Company (held through AG Funding Group, LLC); Anthony Georgiadis, the Chief Financial Officer and a director of the Corporation (held through Three One Four Holdings, LLC); and Anthony Georgiadis and William Gruver, a director of the Corporation (held through ABG, LLC). |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 9. WARRANTS As part of the Company’s private placement financing, as well as other financing arrangements, the Company issued warrants to related parties, as well as unrelated third parties, which allow the holders to purchase Subordinate Voting Shares at an exercise price determined at the time of issuance. The following table summarizes the number of warrants outstanding as of September 30, 2021 and December 31, 2020: Liability Classified Equity Classified Number of Shares Weighted Average Exercise Price (C$) Weighted Average Remaining Contractual Life Number of Shares Weighted Average Exercise Price (USD) Weighted Average Balance as at December 31, 2020 2,485,794 C$ 18.45 3.40 35,000 9.10 3.68 Warrants Issued — — — 1,459,044 32.68 4.58 Warrants Exercised ( 278,381 ) 18.16 2.70 — — — Warrants Expired ( 109,482 ) 22.90 1.03 — — — Balance as at September 30, 2021 2,097,931 C$ 18.26 2.67 1,494,044 32.13 4.56 (a) Liability Classified Warrants Outstanding The following table summarizes the fair value of the liability classified warrants at September 30, 2021 and December 31, 2020: Fair Value Warrant Liability Strike Price Warrants Outstanding September 30, 2021 December 31, 2020 Change Bridge Financing Warrants C$ 22.90 100,723 $ 1,089,500 $ 2,544,500 $ ( 1,455,000 ) Private Placement Financing Warrants C$ 19.39 1,606,533 25,188,000 28,756,500 ( 3,568,500 ) Modification Warrants C$ 12.04 316,947 6,293,000 6,630,000 ( 337,000 ) Additional Modification Warrants C$ 14.03 73,728 1,432,500 1,523,000 ( 90,500 ) Totals 2,097,931 $ 34,003,000 $ 39,454,000 $ ( 5,451,000 ) During the three and nine months ended September 30, 2021 and 2020, the Company recorded a gain of $ 13,461,750 and $ 5,451,000 , and a loss of $ 3,181,114 and $ 2,060,771 , respectively, on the change in the fair value of the warrant liability within other income (expense) on the unaudited interim condensed consolidated statements of operations. The following table summarizes the significant assumptions used in determining the fair value of the warrant liability as of each reporting date (see Note 14 - Fair Value Measurements for additional details): September 30, December 31, Significant Assumptions 2021 2020 Volatility 52.27 % - 75.30 % 72.19 % - 79.10 % Remaining Term 1.03 - 3.64 years 1.78 - 4.39 years Risk Free Rate 0.52 % - 0.81 % 0.20 % - 0.28 % 9. WARRANTS (Continued) (b) Equity Classified Warrants Outstanding The following table summarizes the fair value of the equity classified warrants at September 30, 2021 and December 31, 2020: Fair Value Warrants September 30, December 31, Warrants Included in Contributed Surplus Strike Price Outstanding 2021 2020 Dispensary Mortgage Warrants $ 9.10 35,000 $ 181,272 $ 181,272 Private Placement Refinancing Warrants $ 32.68 1,459,044 22,258,608 — Totals 1,494,044 $ 22,439,880 $ 181,272 The equity warrants were valued as of the date of issuance using a Black Scholes Option Pricing model. The following table summarizes the significant assumptions used in determining the fair value of the warrants as of each respective issuance date: Significant Assumptions Private Placement Refinancing Warrants Dispensary Mortgage Warrants Date of Issuance April 30, 2021 June 5, 2020 Volatility 73 % 80 % Estimated Term 4 years 5 years Risk Free Rate 0.74 % 0.37 % |
Share Capital
Share Capital | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Share Capital | 10. SHARE CAPITAL Common shares, which include the Company’s Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares, are classified as equity. Incremental costs directly attributable to the issuance of common shares are recognized as a deduction from equity. The proceeds from the exercise of stock options or warrants together with amounts previously recorded in reserves over the applicable vesting periods are recorded as share capital. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with ASC 740, Income Taxes . (a) Authorized The Company has the following classes of share capital, with each class having no par value: (i) Subordinate Voting Shares The holders of the Subordinate Voting Shares are entitled to receive dividends which may be declared from time to time and are entitled to one vote per share at meetings of the Company’s shareholders. All Subordinate Voting Shares are ranked equally with regard to the Company’s residual assets. The Company is authorized to issue an unlimited number of no par value Subordinate Voting Shares. During the nine months ended September 30, 2021 , the shareholders of the Company converted 635 Multiple Voting Shares into 63,500 Subordinate Voting Shares and 17,000 Super Voting Shares into 1,700,000 Subordinate Voting Shares. (ii) Multiple Voting Shares Each Multiple Voting Share is entitled to 100 votes per share at shareholder meetings of the Company and is exchangeable for 100 Subordinate Voting Shares. At September 30, 2021 , the Company had 39,654 issued and outstanding Multiple Voting Shares, which convert into 3,965,400 Subordinate Voting Shares. The Company is authorized to issue an unlimited number of Multiple Voting Shares. During the nine months ended September 30, 2021 , the shareholders of the Company converted 635 Multiple Voting Shares into 63,500 Subordinate Voting Shares. (iii) Super Voting Shares Each Super Voting Share is entitled to 1,000 votes per share at shareholder meetings of the Company and is exchangeable for 100 Subordinate Voting Shares or one Multiple Voting Share. At September 30, 2021 , the Company had 295,031 issued and outstanding Super Voting Shares which convert into 29,503,100 Subordinate Voting Shares. The Company is authorized to issue an unlimited number of Super Voting Shares. During the nine months ended September 30, 2021 , the shareholders of the Company converted 17,000 Super Voting Shares into 1,700,000 Subordinate Voting Shares. (b) Issued and Outstanding A reconciliation of the beginning and ending amounts of the issued and outstanding shares by class is as follows: Issued and Outstanding Subordinate Multiple Super As at December 31, 2020 178,113,221 40,289 312,031 Issuance of common shares pursuant to S-1 4,693,991 Issuance of shares under business combinations and 7,290,180 — — Distribution of contingent consideration 612,737 — — Distribution of deferred shares 190,263 — — Issuance of shares for redemption of noncontrolling interests 136,075 Issuance of shares upon exercise of options and 977,646 — — Issuances of shares upon vesting of RSUs 357,756 — — Shares issued in association with notes payable 8,514 Shares issued for settlement of business dispute 240,000 — — Exchange of shares 1,763,500 ( 635 ) ( 17,000 ) As at September 30, 2021 194,383,883 39,654 295,031 10. SHARE CAPITAL (Continued) (b) Issued and Outstanding (Continued) (i) Issuance of Shares Under Business Combinations and Investments GTI New Jersey, LLC In connection with the Company’s April 23, 2019 acquisition of the non-controlling interest in GTI New Jersey, LLC, the Company agreed to award the previous minority shareholders of the entity up to $ 3,000,000 in Subordinate Voting Shares. On May 7, 2020, the Company received approval from the New Jersey Department of Health to begin buildout of an additional retail dispensary. As of that date, the Company recorded a current obligation of $ 2,000,000 representing the maximum value of the shares to be issuable to the former minority shareholders of GTI New Jersey, LLC. On March 15, 2021 and September 16, 2021, retail dispensaries located in Paramus, New Jersey and Bloomfield, New Jersey were successfully opened. As a result, the Company issued 30,414 and 36,947 Subordinate Voting Shares to the former minority shareholders of GTI New Jersey, LLC, with fair values of $ 1,038,307 and $ 939,538 on the date of issuance, respectfully. As of September 30, 2021, and December 31, 2020 , the Company carried an obligation of $ 0 and $ 2,000,000 , respectively, associated with the retail dispensary agreement with the former minority shareholders of GTI New Jersey, LLC. See also Note 4 - Acquisitions for additional details. (ii) Distribution of Contingent Consideration Integral Associates, LLC In connection with the Company’s 2019 acquisition of Integral Associates, LLC, the purchase agreement included contingent consideration which was dependent upon the awarding of conditional and final dispensary operating licenses. On March 22, 2021, the Company issued 412,744 Subordinate Voting Shares to the former owners of Integral Associates, LLC in connection with the awarding of a final retail dispensary license located in Pasadena, California. The shares had a fair value of $ 12,672,681 at the date of issuance and resulted in a loss of $ 8,172,681 which was recorded in other income (expense) in the unaudited interim condensed consolidated statement of operations. In addition, the Company determined that the likelihood that the Company will obtain retail dispensary operating licenses in either West Hollywood or Culver City, California, under commercially reasonable terms was remote. Consequently, the Company remeasured the contingent liability associated with these milestones which resulted in a reduction to the contingent liability of $ 7,750,000 with a corresponding increase to other income (expense) in the unaudited interim condensed consolidated statement of operations. As of September 30, 2021 and December 31, 2020 , the estimated fair value of the contingent consideration associated with the acquisition of Integral Associates, LLC, which was valued using a probability weighting of the potential payouts, was $ 14,850,000 and $ 27,100,000 , respectively of which $ 4,950,000 , in each period, was recorded as a non-current liability. Dharma Pharmaceuticals, LLC In connection with the Company's 2021 acquisition of Dharma Pharmaceuticals, LLC (" Dharma "), the purchase agreement included contingent consideration of up to $ 65.0 million in Subordinate Voting Shares of Green Thumb, which was dependent upon the successful opening of up to 5 retail dispensaries in the Virginia area within the first three years following the signing of the agreement and the legal sale of adult use cannabis in a retail dispensary by January 1, 2025. On August 16, 2021, the Company issued 199,993 Subordinate Voting Shares to the former owners of Dharma in connection with the successful opening of one retail dispensary in Virginia. The shares had a fair value of $ 5,949,078 at the date of issuance. As of September 30, 2021, the estimated fair value of the contingent consideration associated with the acquisition of Dharma, which was valued based on a probability weighting of the potential payments, was $ 45,872,665 , of which $ 19,883,434 was included as a current liability on the Company's unaudited interim condensed consolidated balance sheets. 10. SHARE CAPITAL (Continued) (b) Issued and Outstanding (Continued) (iii) Distribution of Deferred Shares For Success Holding Company As part of the consideration exchanged in the Company’s 2019 acquisition of For Success Holding Company, deferred shares were held back for a period of twenty-four months from the close of the transaction. On February 22, 2021, the Company issued 146,315 Subordinate Voting Shares with a value of $ 1,825,597 in connection with the Company’s 2019 acquisition of For Success Holding Company. The issuance of the deferred shares represented the final payout to the former owners of For Success Holding Company and resulted in the cancelation of 780 shares valued at $ 9,732 representing certain reimbursable costs incurred by the Company. See also Note 4 - Acquisitions for additional details. (iv) Issuance of Registered Shares Pursuant to S-1 On February 8, 2021, the SEC declared effective the Company’s Registration Statement No. 333-248213 on Form S-1 filed on February 2, 2021. Shortly thereafter, the Company received an offer from a single institutional investor to purchase 3,122,074 of the Subordinate Voting Shares registered on the Form S-1 at a price of $ 32.03 per share for a total of $ 100,000,030 . The transaction closed on February 9, 2021. On February 23, 2021, the Company accepted additional offers to purchase a total of 1,571,917 Subordinate Voting Shares at a price of $ 35.50 per share, for a total of $ 55,803,054 . The Company is using the net proceeds from the sale of securities for general corporate purposes, which may include capital expenditures, working capital and general and administrative expenses. The Company also is using a portion of the net proceeds to acquire or invest in business and products that are complimentary to the Company’s own businesses and products. Additionally, the Company incurred legal, audit and other professional fees of $ 304,944 associated the issuance of the registered shares. Such fees have been recorded within contributed surplus (deficit) within the Company’s unaudited interim condensed consolidated statement of shareholders’ equity. (d) Stock-Based Compensation The Company operates equity settled stock-based remuneration plans for its eligible directors, officers, employees and consultants. All goods and services received in exchange for the grant of any stock-based payments are measured at their fair value unless the fair value cannot be estimated reliably. If the Company cannot estimate reliably the fair value of the goods and services received, the Company measures their value indirectly by reference to the fair value of the equity instruments granted. For transactions with employees and others providing similar services, the Company measures the fair value of the services by reference to the fair value of the equity instruments granted. Equity settled stock-based payments under stock-based payment plans are ultimately recognized as an expense in profit or loss with a corresponding credit to equity. In June 2018, the Company established the Green Thumb Industries Inc. 2018 Stock and Incentive Plan, which was amended by Amendment No. 1 thereto (as amended, the “ Plan ”). The maximum number of Restricted Stock Units (“ RSUs ”) and options issued under the Plan shall not exceed 10 % of the issued and outstanding shares on an as-converted basis. 10. SHARE CAPITAL (Continued) (c) Stock-Based Compensation (Continued) The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period of the award. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from the previous estimate. Any cumulative adjustment prior to vesting is recognized in the current period with no adjustment to prior periods for expense previously recognized. Option and RSU grants generally vest over three years, and options typically have a life of five or ten years. Option grants are determined by the Compensation Committee of the Company’s Board of Directors with the option price set at no less than 100% of the fair market value of a share on the date of grant. Stock option activity is summarized as follows: Number of Shares Weighted Average Exercise Price C$ Weighted Avereage Remaining Contractual Life Aggregate Intrinsic Value Balance as at December 31, 2020 5,664,406 11.91 4.39 $ 85,408,034 Granted 1,303,143 37.44 4.26 Exercised ( 699,265 ) 13.13 13,566,825 Forfeited ( 642,623 ) 14.43 Balance as at September 30, 2021 5,625,661 17.38 3.73 $ 78,129,641 Vested 3,335,293 12.66 Exercisable at September 30, 2021 2,396,807 12.41 3.66 $ 41,611,631 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on September 30, 2021 and December 31, 2020, respectively, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on September 30, 2021 and December 31, 2020. This amount will change in future periods based on the fair market value of the Company’s Subordinate Voting Shares and the number of options outstanding. The following table summarizes the weighted average grant date fair value and intrinsic value of options exercised for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 2020 Weighted average grant date fair value (per share) of stock option units granted (C$) 14.89 4.46 Intrinsic value of stock option units exercised, using market price at vest date (US$) $ 13,566,825 $ 194,247 The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted during the nine months ended September 30, 2021 and the year ended December 31, 2020, using the following ranges of assumptions: September 30, December 31, 2021 2020 Risk-free interest rate 0.33 % - 0.87 % 0.31 % - 1.37 % Expected dividend yield 0 % 0 % Expected volatility 73 % 80 % Expected option life 3 – 3.5 years 3 - 5 years As permitted under ASC 718, the Company has made an accounting policy choice to account for forfeitures when they occur. 10. SHARE CAPITAL (Continued) (c) Stock-Based Compensation (Continued) The following table summarizes the number of non-vested RSU awards as of September 30, 2021 and December 31, 2020 and the changes during the nine months ended September 30, 2021: Number of Shares Weighted Average Grant Date Fair Value (C$) Nonvested Shares at December 31, 2020 689,340 16.77 Granted 127,137 38.21 Forfeited ( 105,785 ) 16.37 Vested ( 357,756 ) 21.56 Nonvested Shares at September 30, 2021 352,936 19.57 The following table summarizes the weighted average grant date fair value of RSUs granted and total fair value of RSUs vested for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 2020 Weighted average grant date fair value (per share) 38.21 12.65 Intrinsic value of RSUs vested, using market $ 10,813,387 $ 8,955,783 The stock-based compensation expense for the three and nine months ended September 30, 2021 and 2020 was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock options expense $ 3,483,587 $ 2,614,273 $ 9,821,525 $ 8,209,557 Restricted Stock Units 1,511,255 1,821,361 4,876,655 6,999,963 Total Stock Based Compensation Expense $ 4,994,842 $ 4,435,634 $ 14,698,180 $ 15,209,520 As of September 30, 2021, $ 24,203,212 of total unrecognized expense related to stock-based compensation awards is expected to be recognized over a weighted-average period of 2.05 years. |
Income Tax Expense
Income Tax Expense | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | 11. INCOME TAX EXPENSE The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Income before Income Taxes $ 58,904,765 $ 39,189,341 $ 154,517,434 $ 52,189,559 Income Tax Expense 37,319,988 28,436,332 98,202,898 56,964,047 Effective Tax Rate 63.4 % 72.6 % 63.6 % 109.1 % The Company has computed its provision for income taxes under the discrete method which treats the year-to-date period as if it were the annual period and determines the income tax expense or benefit on that basis. The discrete method is applied when application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. We believe that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to the high degree of uncertainty in estimating annual pre-tax income due to the early growth stage of the business. Due to its cannabis operations, the Company is subject to the limitations of Internal Revenue Code (“ IRC ”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. The effective tax rate for the three and nine months ended September 30, 2021 varies widely from the three and nine months ended September 30, 2020, primarily due to the reduction in non deductible expenses as a proportion of total expenses in the current year. The Company incurs expenses that are not deductible due to IRC Section 280E limitations which results in significant income tax expense. The Company is subject to income taxes in the United States and Canada. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the provision for income taxes. The Company’s gross unrecognized tax benefits were approximately $ 19.2 million and $ 10.3 million as of September 30, 2021 and December 31, 2020, respectively, recorded within Deferred Income Taxes. The federal statute of limitation remains open for the 2018 tax year to the present. The state income tax returns generally remain open for the 2017 tax year through the present. Net operating losses arising prior to these years are also open to examination if and when utilized. Taxes paid during the nine months ended September 30, 2021 and 2020 were $ 109,702,550 and $ 37,820,228 , respectively. |
Other Income (Expense)
Other Income (Expense) | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense) | 12. OTHER INCOME (EXPENSE) For the three and nine months ended September 30, 2021 and 2020 other income (expense) was comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Fair value adjustments on equity investments $ ( 4,074,934 ) $ 7,284,213 $ 14,604,387 $ 6,717,178 Fair value adjustments on variable note receivable — — — ( 815,937 ) Loss on extinguishment of debt — — ( 9,881,847 ) — Fair value adjustments on warrants issued 13,461,750 ( 3,181,114 ) 5,451,000 ( 2,060,771 ) Fair value adjustments on contingent consideration ( 249,078 ) 442,991 ( 662,027 ) 425,426 Earnings from equity method investments ( 316,177 ) 850,000 1,330,196 1,400,000 Other ( 696,948 ) 1,036,793 ( 1,036,636 ) 1,835,670 Total Other Income (Expense) $ 8,124,613 $ 6,432,883 $ 9,805,073 $ 7,501,566 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES The Company is subject to lawsuits, investigations and other claims related to employment, commercial and other matters that arise out of operations in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized in other liabilities. Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify contingent liabilities for contracts. Contingent consideration is measured upon acquisition and is estimated using probability weighting of potential payouts. Subsequent changes in the estimated contingent consideration from the final purchase price allocation are recognized in the Company’s unaudited interim condensed consolidated statement of operations. (a) Contingencies The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, sanctions, restrictions on its operations, or losses of permits that could result in the Company ceasing operations in that specific state or local jurisdiction. While management believes that the Company is in compliance with applicable local and state regulations at September 30, 2021 and December 31, 2020, cannabis and other regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties, or restrictions in the future. (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. At September 30, 2021 and 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 operations. 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. (c) Construction Commitments As of September 30, 2021, the Company held approximately $ 51,404,000 of open construction commitments to contractors on work being performed. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Fair Value Measurements | 14. FAIR VALUE MEASUREMENTS 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. 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 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and Level 3 – Inputs for the asset or liability that are not based on observable market data. Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, accounts payable and accrued liabilities, notes payable, warrant liability, and contingent consideration payable. For the Company's long-term notes payable (which consist of charitable contributions, private placement debt and mortgage notes), for which there were no quoted market prices or active trading markets, it was not practicable to estimate the fair value of these financial instruments. The carrying amount of notes payable at September 30, 2021 and December 31, 2020 was $ 206,538,072 and $ 99,054,979 , which includes $ 777,275 and $ 341,983 , respectively, of short-term debt due within one year. 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 fair values of the Company’s financial instruments associated with each of the three levels of the hierarchy are: As of September 30, 2021 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 285,792,378 $ — $ — $ 285,792,378 Investments 29,520,367 — 21,107,459 50,627,826 Contingent Consideration Payable — — ( 108,024,422 ) ( 108,024,422 ) Warrant Liability — — ( 34,003,000 ) ( 34,003,000 ) $ 315,312,745 $ — $ ( 120,919,963 ) $ 194,392,782 As of December 31, 2020 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 83,757,785 $ — $ — $ 83,757,785 Investments 923,581 — 39,871,225 40,794,806 Contingent Consideration Payable — — ( 27,100,000 ) ( 27,100,000 ) Warrant Liability — — ( 39,454,000 ) ( 39,454,000 ) $ 84,681,366 $ — $ ( 26,682,775 ) $ 57,998,591 During the nine months ended September 30, 2021, the Company held an investment in a privately held entity that became a publicly traded company. As a result, the Company received shares of the publicly traded entity in exchange for the shares in the privately held entity. The transaction resulted in a transfer of the investment from Level 3 to Level 1. As of September 30, 2021 and December 31, 2020 the fair value of the investment was $ 28,705,037 and $ 37,249,189 , respectively. Similarly, during the nine months ended September 30, 2020, the Company held an equity investment in a privately held entity that was subsequently acquired by a publicly traded entity . As a result of the acquisition, the Company received shares of the acquiring entity in exchange for the shares in the privately held entity. The transaction resulted in a transfer of the investment from Level 3 to Level 1. As of September 30, 2020 , the fair value of the Level 1 investment was $ 675,594 . |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 15. VARIABLE INTEREST ENTITIES The following table presents the summarized financial information about the Company’s consolidated variable interest entities (“ VIEs ”) which are included in the unaudited interim condensed consolidated balance sheet as of September 30, 2021 and the consolidated balance sheet as of December 31, 2020. All of these entities were determined to be VIEs as the Company possesses the power to direct activities through management services agreements (“ MSAs ”): September 30, 2021 December 31, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Current assets $ — $ 902,868 $ 1,318,258 $ 32,307,718 $ 3,738,868 $ 2,592,803 Non-current assets — 3,391,185 1,822,624 3,367,360 3,657,392 2,281,839 Current liabilities — 5,404,327 368,221 23,362,255 336,970 1,563,224 Non-current liabilities — 425,678 720,001 768,573 461,926 783,356 Noncontrolling interests — ( 767,976 ) 664,434 — 3,173,683 363,413 Equity attributable to Green Thumb Industries Inc. — ( 767,976 ) 1,388,226 11,544,250 3,173,683 2,260,773 On September 1, 2021, the Company acquired the remaining minority interest in a retail dispensary for $ 850,000 in cash and the issuance of 136,075 shares of Green Thumb which had a fair value of $ 4,070,003 , based on the closing price of Green Thumb’s Subordinate Voting Shares as traded on the CSE on the date of the transaction. As a result, the remaining equity associated with the non controlling interest was closed to share capital of Green Thumb as of September 1, 2021. On December 31, 2020, the MSA for Chesapeake Alternatives, LLC was amended and restated to make GTI Maryland, LLC, the sole member of the entity. As a result, the remaining equity associated with the non controlling interest was closed to share capital of Green Thumb as of December 31, 2020. The following tables present the summarized financial information about the Company’s VIEs which are included in the unaudited interim condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 September 30, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Revenues $ — $ 6,330,859 $ 3,981,488 $ 5,684,349 $ 5,224,583 $ 2,695,781 Net income attributable to noncontrolling interests — 1,016,881 358,742 26,134 897,494 185,452 Net income attributable to Green Thumb Industries Inc. — 1,016,882 712,482 1,033,650 897,494 294,969 Net income $ — $ 2,033,763 $ 1,071,224 $ 1,059,784 $ 1,794,988 $ 480,421 Nine Months Ended September 30, 2021 September 30, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Revenues $ — $ 18,274,669 $ 11,115,034 $ 14,792,710 $ 13,170,514 $ 6,778,501 Net income attributable to noncontrolling interests — 2,658,340 1,026,385 206,929 2,170,912 319,511 Net income attributable to Green Thumb Industries Inc. — 2,658,340 1,601,578 3,812,121 2,170,913 661,341 Net income $ — $ 5,316,680 $ 2,627,963 $ 4,019,050 $ 4,341,825 $ 980,852 15. VARIABLE INTEREST ENTITIES (Continued) As of September 30, 2021 and 2020, and December 31, 2020 , VIEs included in the Other Non-material VIEs are Bluepoint Wellness of Westport LLC and Meshow, LLC. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | 16. SEGMENT REPORTING The Company operates in two segments: the cultivation, production and sale of cannabis products to retail stores (“ Consumer Packaged Goods ”) and retailing of cannabis to patients and consumers (“ Retail ”). The Company does not allocate operating expenses to these business units, nor does it allocate specific assets. Additionally, the Chief Operating Decision Maker does not review total assets or net income (loss) by segments; therefore, such information is not presented below. The below table presents revenues by type for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues, Net of Discounts Consumer Packaged Goods $ 121,073,396 $ 74,702,069 $ 343,014,324 $ 177,355,614 Retail 161,016,450 111,948,115 441,241,047 275,451,137 Intersegment Eliminations ( 48,412,965 ) ( 29,546,343 ) ( 134,276,094 ) ( 73,460,384 ) Total Revenues, net of discounts $ 233,676,881 $ 157,103,841 $ 649,979,277 $ 379,346,367 Depreciation and Amortization Consumer Packaged Goods $ 9,132,095 $ 10,029,857 $ 25,546,006 $ 33,089,808 Retail 8,040,971 1,505,019 21,693,473 5,390,152 Intersegment Eliminations — — — — Total Depreciation and Amortization $ 17,173,066 $ 11,534,876 $ 47,239,479 $ 38,479,960 Income Taxes Consumer Packaged Goods $ 16,017,796 $ 12,928,449 $ 42,951,572 $ 23,553,449 Retail 21,302,192 15,507,883 55,251,326 33,410,598 Intersegment Eliminations — — — — Total Income Taxes $ 37,319,988 $ 28,436,332 $ 98,202,898 $ 56,964,047 Goodwill assigned to the Consumer Packaged Goods segment as of September 30, 2021 and December 31, 2020 was $ 350,660,586 and $ 252,016,532 , respectively. Intangible assets, net assigned to the Consumer Packaged Goods segment as of September 30, 2021 and December 31, 2020 was $ 270,549,090 and $ 211,303,718 , respectively. Goodwill assigned to the Retail segment as of September 30, 2021 and December 31, 2020 was $ 246,823,368 and $ 130,680,935 , respectively. Intangible assets, net assigned to the Retail segment as of September 30, 2021 and December 31, 2020 was $ 278,635,262 and $ 194,938,316 , respectively. The Company’s assets are aggregated into two reportable segments (Retail and Consumer Packaged Goods). For the purposes of testing goodwill, Green Thumb has identified 26 reporting units. The Company determined its reporting units by first reviewing the operating segments based on the geographic areas in which Green Thumb conducts business (or each market). The markets were then further divided into reporting units based on the market operations (Retail and Consumer Packaged Goods) which were primarily determined based on the licenses each market holds. All revenues are derived from customers domiciled in the United States and all assets are located in the United States. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Preparation and Statement of Compliance | (b) Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of Green Thumb and have been prepared in accordance with accounting principles generally accepted in the United States (“ GAAP ”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities & Exchange Commission (" SEC "). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and, accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, as amended (the " 2020 Form 10-K" ). In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates. Certain previously reported amounts have been reclassified between line items to conform to the current presentation. The reclassifications did not affect the Company’s previously reported consolidated balance sheets, consolidated statements of operations, statements of cash flows or statements of changes in shareholders’ equity. |
Significant Accounting Policies | (c) Significant Accounting Policies There have been no changes to the Company’s significant accounting policies as described in Note 2 of the 2020 Form 10-K. |
Earnings (Loss) per Share | (d) Earnings (Loss) per Share Basic earnings (loss) per share is calculated using the treasury stock method, by dividing the net earnings (loss) attributable to shareholders by the weighted average number of common shares outstanding during each of the periods presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding common shares and consequently are not included in the loss per share calculation. Diluted earnings per share is calculated using the treasury stock method by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. The Company has three categories of potentially dilutive common share equivalents: restricted stock units, stock options and warrants. As of September 30, 2021, the Company had 5,625,661 options, 352,936 restricted stock units and 3,591,975 warrants outstanding. As of September 30, 2020 , the Company had 5,782,599 options, 688,507 restricted stock units and 2,520,794 warrants outstanding. |
New Accounting Pronouncements | (e) Recently Adopted Accounting Standards (i) In December 2019, the Financial Accounting Standards Board (" FASB " ) issued Accounting Standards Updated ( "ASU" ) 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes (“ ASU 2019-12 ”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 on January 1, 2021. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (ii) In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ ASU 2020-01 ”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The Company adopted ASU 2020-01 on January 1, 2021. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (c) Recently Issued Accounting Standards (i) On August 5, 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We do not expect the adoption of this guidance will have a material impact on the Company’s unaudited interim condensed consolidated financial statements. |
Coronavirus Pandemic | (b) Coronavirus Pandemic In March 2020, the World Health Organization categorized coronavirus disease 2019 (together with its variants, “COVID-19” ) as a pandemic. COVID-19 continues to spread throughout the U.S. and other countries across the world, and the duration and severity of its effects are currently unknown. The Company continues to implement and evaluate actions to strengthen its financial position and support the continuity of its business and operations. The Company’s unaudited interim condensed consolidated financial statements presented herein reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and reported amounts of revenue and expenses during the periods presented. Such estimates and assumptions affect, among other things, the Company’s goodwill; long-lived assets and intangible assets; operating lease right of use assets and operating lease liabilities; valuation of deferred income taxes; the allowance for doubtful accounts; assessment of the Company’s lease and non-lease contract expenses; and measurement of compensation cost for bonus and other compensation plans. While the Company’s revenue, gross profit and operating income were not impacted during the first nine months of 2021, the uncertain nature of the spread of COVID-19 and the uncertainty of the impact of nationwide vaccine programs may impact the Company’s business operations for reasons including the potential quarantine of the Company’s employees or those of its supply chain partners, and the Company’s continued designation as an “essential” business in states where the Company does business that currently or in the future impose restrictions on its business operations. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of inventory | The Company’s inventories include the following at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, Raw Material $ 6,804,865 $ 6,372,659 Packaging and Miscellaneous 8,250,653 8,592,153 Work in Process 36,188,258 25,488,806 Finished Goods 42,836,886 30,821,392 Reserve for Obsolete Inventory ( 1,099,101 ) ( 1,732,057 ) Total Inventories $ 92,981,561 $ 69,542,953 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | At September 30, 2021 and December 31, 2020, property and equipment consisted of the following: September 30, 2021 December 31, 2020 Buildings and Improvements $ 75,669,250 $ 51,557,405 Equipment, Computers and Furniture 72,635,125 49,097,109 Leasehold Improvements 106,118,700 88,607,252 Capitalized Interest 5,237,167 2,988,681 Total Property and Equipment 259,660,242 192,250,447 Less: Accumulated Depreciation ( 38,371,583 ) ( 24,192,900 ) Property and Equipment, net 221,288,659 168,057,547 Land 14,670,675 2,879,376 Land Improvements 194,000 Assets Under Construction 89,149,597 18,988,954 Property and equipment, net $ 325,302,931 $ 189,925,877 |
Acquisitions - (Tables)
Acquisitions - (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of initial accounting estimates | The following table summarizes the initial accounting estimates: Dharma Summit Medical Compassion Center, Inc. Other Cash $ 150,066 $ 1,143,493 $ 651,434 Inventory 508,361 1,828,848 3,844,351 Accounts receivable 38,166 1,200 512,767 Prepaid expenses 72,125 104,589 190,719 Property and equipment, net 1,983,047 3,242,890 10,478,856 Right-of-use asset, net 4,218,658 210,069 13,896,049 Deposits and other assets 251,875 67,620 585,000 Intangible assets, net: Licenses and permits 66,000,000 50,800,000 57,126,457 Liabilities assumed ( 157,877 ) ( 4,407,319 ) ( 6,467,287 ) Lease liabilities ( 4,218,658 ) ( 210,069 ) ( 13,896,049 ) Deferred income tax liabilities ( 17,034,600 ) ( 13,111,880 ) ( 14,744,338 ) Total identifiable net assets 51,811,163 39,669,441 52,177,959 Goodwill (non-tax deductible) 88,730,652 69,029,291 66,176,544 Net assets $ 140,541,815 $ 108,698,732 $ 118,354,503 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of intangible assets | At September 30, 2021 and December 31, 2020, intangible assets consisted of the following: September 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Licenses and Permits $ 515,368,694 $ 59,514,065 $ 455,854,629 $ 343,135,736 $ 41,993,595 $ 301,142,141 Trademarks 98,935,601 22,174,913 76,760,688 99,295,599 13,455,178 85,840,421 Customer Relationships 24,438,000 9,071,493 15,366,507 25,258,000 7,583,005 17,674,995 Non-Competition Agreements 2,565,000 1,362,472 1,202,528 2,585,480 1,001,003 1,584,477 Total Intangible Assets $ 641,307,295 $ 92,122,943 $ 549,184,352 $ 470,274,815 $ 64,032,781 $ 406,242,034 |
Summary of estimated annual amortization expense related to intangible assets | The following table outlines the estimated annual amortization expense related to intangible assets as of September 30, 2021: Year Ending December 31, Estimated Remainder of 2021 $ 12,527,442 2022 50,079,212 2023 50,076,435 2024 49,495,101 2025 49,397,435 Thereafter 337,608,727 $ 549,184,352 As of September 30, 2021 , the weighted average amortization period remaining for intangible assets was 12.35 years. |
Summary of Goodwill And Intangible Assets Disclosure | At September 30, 2021 and December 31, 2020 the balances of goodwill, by segment, consisted of the following: Retail Consumer Package Goods Total As of December 31, 2020 130,680,935 252,016,532 382,697,467 Acquisition of Dharma Pharmaceuticals, LLC 43,378,626 45,352,026 88,730,652 Acquisition of Summit Medical Compassion Center, Inc. 47,864,947 21,164,344 69,029,291 Other Acquisitions 34,048,860 32,127,684 66,176,544 Adjustments to Purchase Price Allocations ( 9,150,000 ) — ( 9,150,000 ) As of September 30, 2021 $ 246,823,368 $ 350,660,586 $ 597,483,954 During the third quarter 2021, the Company made immaterial adjustments to the purchase price allocations associated with previously acquired entities that resulted in a reduction to goodwill and a corresponding reduction to deferred tax liabilities. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments [Abstract] | |
Schedule Of Long Term Investments | The following table summarizes the change in the Company’s investments during the nine months ended September 30, 2021 and year ending December 31, 2020: September 30, 2021 December 31, 2020 Beginning $ 40,794,806 $ 14,068,821 Additions 31,053,096 525,000 Disposals ( 18,282,213 ) ( 169,818 ) Fair value adjustment 14,604,387 26,370,803 Transfers out ( 17,542,250 ) — Ending $ 50,627,826 $ 40,794,806 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule Of Other Information Related To Operating Leases | Other information related to operating leases as of September 30, 2021 and December 31, 2020 were as follows: September 30, 2021 December 31, 2020 Weighted avgerage remaining lease term (years) 12.13 12.10 Weighted average discount rate 13.67 % 13.70 % |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities for operating leases as of September 30, 2021 were as follows: Maturities of Lease Liability Year Ending December 31, Third Party Related Party Total Remainder of 2021 $ 7,922,552 $ 275,855 $ 8,198,407 2022 32,128,809 1,119,130 33,247,939 2023 32,058,049 1,144,320 33,202,369 2024 31,508,225 1,026,677 32,534,902 2025 29,190,223 947,727 30,137,950 2026 and Thereafter 294,266,749 8,035,397 302,302,146 Total Lease Payments 427,074,607 12,549,106 439,623,713 Less: Interest ( 245,267,484 ) ( 5,893,969 ) ( 251,161,453 ) Present Value of Lease Liability $ 181,807,123 $ 6,655,137 $ 188,462,260 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At September 30, 2021 and December 31, 2020, notes payable consisted of the following: September 30, 2021 December 31, 2020 Charitable Contributions 1 $ 1,284,449 $ 717,430 Private placement debt dated May 22, 2019 2 — 94,955,094 Private placement debt dated April 30, 2021 3 195,163,333 — Mortgage notes 4 10,090,290 3,382,455 Total notes payable 206,538,072 99,054,979 Less: current portion of notes payable ( 777,275 ) ( 341,983 ) Notes payable, net of current portion $ 205,760,797 $ 98,712,996 ____________________ 1 In connection with acquisitions completed in 2017 and 2019, the Company is required to make quarterly charitable contributions of $ 50,000 through October 2024 and $ 200,000 per year through May 2024 , respectively. The net present value of these required payments has been recorded as a liability with interest rates ranging between 2.17 % - 7.00 % . 2 On May 22, 2019, the Company issued private placement debt in an original amount of $ 105,466,429 with an interest rate of 12.00 % , maturing on May 22, 2023 . The debt was issued at a discount, the carrying value of which was $ 9,045,187 and $ 10,511,335 as of April 30, 2021, just prior to repayment, and December 31, 2020, respectively. 3 The April 30, 2021 private placement debt was issued in an original amount of $ 216,734,258 with an interest rate of 7.00 % , maturing on April 30, 2024 . The debt was issued at a discount, the carrying value of which was $ 21,570,925 as of September 30, 2021. 4 Mortgage notes, in the original amount of $ 10,437,000 were issued by the Company in connection with various operating properties. These mortgage notes mature between August 20, 2025 and August 1, 2041 and were issued at a discount, the carrying value of which was $ 165,159 and $ 174,223 , and are presented net of principal payments of $ 181,551 and $ 50,322 as of September 30, 2021 and December 31, 2020 , respectively. |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Class of Warrant or Right [Line Items] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes the number of warrants outstanding as of September 30, 2021 and December 31, 2020: Liability Classified Equity Classified Number of Shares Weighted Average Exercise Price (C$) Weighted Average Remaining Contractual Life Number of Shares Weighted Average Exercise Price (USD) Weighted Average Balance as at December 31, 2020 2,485,794 C$ 18.45 3.40 35,000 9.10 3.68 Warrants Issued — — — 1,459,044 32.68 4.58 Warrants Exercised ( 278,381 ) 18.16 2.70 — — — Warrants Expired ( 109,482 ) 22.90 1.03 — — — Balance as at September 30, 2021 2,097,931 C$ 18.26 2.67 1,494,044 32.13 4.56 |
Liability Classified Warrant [member] | |
Class of Warrant or Right [Line Items] | |
Schedule Of Fair Value Of Warrant Liability | The following table summarizes the fair value of the liability classified warrants at September 30, 2021 and December 31, 2020: Fair Value Warrant Liability Strike Price Warrants Outstanding September 30, 2021 December 31, 2020 Change Bridge Financing Warrants C$ 22.90 100,723 $ 1,089,500 $ 2,544,500 $ ( 1,455,000 ) Private Placement Financing Warrants C$ 19.39 1,606,533 25,188,000 28,756,500 ( 3,568,500 ) Modification Warrants C$ 12.04 316,947 6,293,000 6,630,000 ( 337,000 ) Additional Modification Warrants C$ 14.03 73,728 1,432,500 1,523,000 ( 90,500 ) Totals 2,097,931 $ 34,003,000 $ 39,454,000 $ ( 5,451,000 ) |
Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Warrant Liability | The following table summarizes the significant assumptions used in determining the fair value of the warrant liability as of each reporting date (see Note 14 - Fair Value Measurements for additional details): September 30, December 31, Significant Assumptions 2021 2020 Volatility 52.27 % - 75.30 % 72.19 % - 79.10 % Remaining Term 1.03 - 3.64 years 1.78 - 4.39 years Risk Free Rate 0.52 % - 0.81 % 0.20 % - 0.28 % 9. WARRANTS (Continued) |
Equity Classified Warrant [member] | |
Class of Warrant or Right [Line Items] | |
Schedule Of Fair Value Of Warrant Liability | The following table summarizes the fair value of the equity classified warrants at September 30, 2021 and December 31, 2020: Fair Value Warrants September 30, December 31, Warrants Included in Contributed Surplus Strike Price Outstanding 2021 2020 Dispensary Mortgage Warrants $ 9.10 35,000 $ 181,272 $ 181,272 Private Placement Refinancing Warrants $ 32.68 1,459,044 22,258,608 — Totals 1,494,044 $ 22,439,880 $ 181,272 |
Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Warrant Liability | The equity warrants were valued as of the date of issuance using a Black Scholes Option Pricing model. The following table summarizes the significant assumptions used in determining the fair value of the warrants as of each respective issuance date: Significant Assumptions Private Placement Refinancing Warrants Dispensary Mortgage Warrants Date of Issuance April 30, 2021 June 5, 2020 Volatility 73 % 80 % Estimated Term 4 years 5 years Risk Free Rate 0.74 % 0.37 % |
Share Capital (Tables)
Share Capital (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure of Share Capital [Line Items] | |
Schedule of Common Stock Outstanding Roll Forward | A reconciliation of the beginning and ending amounts of the issued and outstanding shares by class is as follows: Issued and Outstanding Subordinate Multiple Super As at December 31, 2020 178,113,221 40,289 312,031 Issuance of common shares pursuant to S-1 4,693,991 Issuance of shares under business combinations and 7,290,180 — — Distribution of contingent consideration 612,737 — — Distribution of deferred shares 190,263 — — Issuance of shares for redemption of noncontrolling interests 136,075 Issuance of shares upon exercise of options and 977,646 — — Issuances of shares upon vesting of RSUs 357,756 — — Shares issued in association with notes payable 8,514 Shares issued for settlement of business dispute 240,000 — — Exchange of shares 1,763,500 ( 635 ) ( 17,000 ) As at September 30, 2021 194,383,883 39,654 295,031 10. SHARE CAPITAL (Continued) |
Share-based Payment Arrangement, Option, Activity | Stock option activity is summarized as follows: Number of Shares Weighted Average Exercise Price C$ Weighted Avereage Remaining Contractual Life Aggregate Intrinsic Value Balance as at December 31, 2020 5,664,406 11.91 4.39 $ 85,408,034 Granted 1,303,143 37.44 4.26 Exercised ( 699,265 ) 13.13 13,566,825 Forfeited ( 642,623 ) 14.43 Balance as at September 30, 2021 5,625,661 17.38 3.73 $ 78,129,641 Vested 3,335,293 12.66 Exercisable at September 30, 2021 2,396,807 12.41 3.66 $ 41,611,631 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted during the nine months ended September 30, 2021 and the year ended December 31, 2020, using the following ranges of assumptions: September 30, December 31, 2021 2020 Risk-free interest rate 0.33 % - 0.87 % 0.31 % - 1.37 % Expected dividend yield 0 % 0 % Expected volatility 73 % 80 % Expected option life 3 – 3.5 years 3 - 5 years |
Schedule of Stock-Based Compensation Expense | The stock-based compensation expense for the three and nine months ended September 30, 2021 and 2020 was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock options expense $ 3,483,587 $ 2,614,273 $ 9,821,525 $ 8,209,557 Restricted Stock Units 1,511,255 1,821,361 4,876,655 6,999,963 Total Stock Based Compensation Expense $ 4,994,842 $ 4,435,634 $ 14,698,180 $ 15,209,520 |
Summary Of Weighted Average Grant Date Fair Value And Intrinsic Value Of Options Exercised | The following table summarizes the weighted average grant date fair value and intrinsic value of options exercised for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 2020 Weighted average grant date fair value (per share) of stock option units granted (C$) 14.89 4.46 Intrinsic value of stock option units exercised, using market price at vest date (US$) $ 13,566,825 $ 194,247 |
Restricted Stock Units | |
Disclosure of Share Capital [Line Items] | |
Non-vested Restricted Stock Shares Activity | The following table summarizes the number of non-vested RSU awards as of September 30, 2021 and December 31, 2020 and the changes during the nine months ended September 30, 2021: Number of Shares Weighted Average Grant Date Fair Value (C$) Nonvested Shares at December 31, 2020 689,340 16.77 Granted 127,137 38.21 Forfeited ( 105,785 ) 16.37 Vested ( 357,756 ) 21.56 Nonvested Shares at September 30, 2021 352,936 19.57 |
Summary Of Weighted Average Grant Date Fair Value And Intrinsic Value Of Options Exercised | The following table summarizes the weighted average grant date fair value of RSUs granted and total fair value of RSUs vested for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 2020 Weighted average grant date fair value (per share) 38.21 12.65 Intrinsic value of RSUs vested, using market $ 10,813,387 $ 8,955,783 |
Income Tax Expense (Tables)
Income Tax Expense (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Income before Income Taxes $ 58,904,765 $ 39,189,341 $ 154,517,434 $ 52,189,559 Income Tax Expense 37,319,988 28,436,332 98,202,898 56,964,047 Effective Tax Rate 63.4 % 72.6 % 63.6 % 109.1 % |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | For the three and nine months ended September 30, 2021 and 2020 other income (expense) was comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Fair value adjustments on equity investments $ ( 4,074,934 ) $ 7,284,213 $ 14,604,387 $ 6,717,178 Fair value adjustments on variable note receivable — — — ( 815,937 ) Loss on extinguishment of debt — — ( 9,881,847 ) — Fair value adjustments on warrants issued 13,461,750 ( 3,181,114 ) 5,451,000 ( 2,060,771 ) Fair value adjustments on contingent consideration ( 249,078 ) 442,991 ( 662,027 ) 425,426 Earnings from equity method investments ( 316,177 ) 850,000 1,330,196 1,400,000 Other ( 696,948 ) 1,036,793 ( 1,036,636 ) 1,835,670 Total Other Income (Expense) $ 8,124,613 $ 6,432,883 $ 9,805,073 $ 7,501,566 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The fair values of the Company’s financial instruments associated with each of the three levels of the hierarchy are: As of September 30, 2021 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 285,792,378 $ — $ — $ 285,792,378 Investments 29,520,367 — 21,107,459 50,627,826 Contingent Consideration Payable — — ( 108,024,422 ) ( 108,024,422 ) Warrant Liability — — ( 34,003,000 ) ( 34,003,000 ) $ 315,312,745 $ — $ ( 120,919,963 ) $ 194,392,782 As of December 31, 2020 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 83,757,785 $ — $ — $ 83,757,785 Investments 923,581 — 39,871,225 40,794,806 Contingent Consideration Payable — — ( 27,100,000 ) ( 27,100,000 ) Warrant Liability — — ( 39,454,000 ) ( 39,454,000 ) $ 84,681,366 $ — $ ( 26,682,775 ) $ 57,998,591 During the nine months ended September 30, 2021, the Company held an investment in a privately held entity that became a publicly traded company. As a result, the Company received shares of the publicly traded entity in exchange for the shares in the privately held entity. The transaction resulted in a transfer of the investment from Level 3 to Level 1. As of September 30, 2021 and December 31, 2020 the fair value of the investment was $ 28,705,037 and $ 37,249,189 , respectively. Similarly, during the nine months ended September 30, 2020, the Company held an equity investment in a privately held entity that was subsequently acquired by a publicly traded entity . As a result of the acquisition, the Company received shares of the acquiring entity in exchange for the shares in the privately held entity. The transaction resulted in a transfer of the investment from Level 3 to Level 1. As of September 30, 2020 , the fair value of the Level 1 investment was $ 675,594 . |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table presents the summarized financial information about the Company’s consolidated variable interest entities (“ VIEs ”) which are included in the unaudited interim condensed consolidated balance sheet as of September 30, 2021 and the consolidated balance sheet as of December 31, 2020. All of these entities were determined to be VIEs as the Company possesses the power to direct activities through management services agreements (“ MSAs ”): September 30, 2021 December 31, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Current assets $ — $ 902,868 $ 1,318,258 $ 32,307,718 $ 3,738,868 $ 2,592,803 Non-current assets — 3,391,185 1,822,624 3,367,360 3,657,392 2,281,839 Current liabilities — 5,404,327 368,221 23,362,255 336,970 1,563,224 Non-current liabilities — 425,678 720,001 768,573 461,926 783,356 Noncontrolling interests — ( 767,976 ) 664,434 — 3,173,683 363,413 Equity attributable to Green Thumb Industries Inc. — ( 767,976 ) 1,388,226 11,544,250 3,173,683 2,260,773 |
Schedule Of consolidated VIEs and Other Non controlling Interest | The following tables present the summarized financial information about the Company’s VIEs which are included in the unaudited interim condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 September 30, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Revenues $ — $ 6,330,859 $ 3,981,488 $ 5,684,349 $ 5,224,583 $ 2,695,781 Net income attributable to noncontrolling interests — 1,016,881 358,742 26,134 897,494 185,452 Net income attributable to Green Thumb Industries Inc. — 1,016,882 712,482 1,033,650 897,494 294,969 Net income $ — $ 2,033,763 $ 1,071,224 $ 1,059,784 $ 1,794,988 $ 480,421 Nine Months Ended September 30, 2021 September 30, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Revenues $ — $ 18,274,669 $ 11,115,034 $ 14,792,710 $ 13,170,514 $ 6,778,501 Net income attributable to noncontrolling interests — 2,658,340 1,026,385 206,929 2,170,912 319,511 Net income attributable to Green Thumb Industries Inc. — 2,658,340 1,601,578 3,812,121 2,170,913 661,341 Net income $ — $ 5,316,680 $ 2,627,963 $ 4,019,050 $ 4,341,825 $ 980,852 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenues | The below table presents revenues by type for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues, Net of Discounts Consumer Packaged Goods $ 121,073,396 $ 74,702,069 $ 343,014,324 $ 177,355,614 Retail 161,016,450 111,948,115 441,241,047 275,451,137 Intersegment Eliminations ( 48,412,965 ) ( 29,546,343 ) ( 134,276,094 ) ( 73,460,384 ) Total Revenues, net of discounts $ 233,676,881 $ 157,103,841 $ 649,979,277 $ 379,346,367 Depreciation and Amortization Consumer Packaged Goods $ 9,132,095 $ 10,029,857 $ 25,546,006 $ 33,089,808 Retail 8,040,971 1,505,019 21,693,473 5,390,152 Intersegment Eliminations — — — — Total Depreciation and Amortization $ 17,173,066 $ 11,534,876 $ 47,239,479 $ 38,479,960 Income Taxes Consumer Packaged Goods $ 16,017,796 $ 12,928,449 $ 42,951,572 $ 23,553,449 Retail 21,302,192 15,507,883 55,251,326 33,410,598 Intersegment Eliminations — — — — Total Income Taxes $ 37,319,988 $ 28,436,332 $ 98,202,898 $ 56,964,047 |
Overview and Basis of Present_2
Overview and Basis of Presentation - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Number of Shares Outstanding, Diluted | 230,879,437 | 214,212,292 | 225,411,773 | 210,127,323 |
Stock Options Expense | ||||
Number of Shares Outstanding, Diluted | 5,625,661 | 5,782,599 | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 3,022,973 | 1,928,947 | 3,041,286 | |
Restricted Stock Units | ||||
Number of Shares Outstanding, Diluted | 352,936 | 688,507 | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 223,661 | 151,458 | 196,043 | |
Warrant | ||||
Number of Shares Outstanding, Diluted | 3,591,975 | 2,520,794 | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 1,103,132 | 141,482 | 1,114,574 |
Inventories - Summary of invent
Inventories - Summary of inventory (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Raw Material | $ 6,804,865 | $ 6,372,659 |
Packaging and Miscellaneous | 8,250,653 | 8,592,153 |
Work in Process | 36,188,258 | 25,488,806 |
Finished Goods | 42,836,886 | 30,821,392 |
Reserve for Obsolete Inventory | (1,099,101) | (1,732,057) |
Total Inventories | $ 92,981,561 | $ 69,542,953 |
Property and Equipment - Proper
Property and Equipment - Property, Plant and Equipment (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 259,660,242 | $ 192,250,447 |
Less: Accumulated Depreciation | (38,371,583) | (24,192,900) |
Property and Equipment, net | 221,288,659 | 168,057,547 |
Property and Equipment, net | 325,302,931 | 189,925,877 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, net | 14,670,675 | 2,879,376 |
Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, net | 194,000 | |
Assets Under Construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, net | 89,149,597 | 18,988,954 |
Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 75,669,250 | 51,557,405 |
Equipment, Computers and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 72,635,125 | 49,097,109 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 106,118,700 | 88,607,252 |
Capitalized Interest [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 5,237,167 | $ 2,988,681 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disclosure of Property of Equipment [Line Items] | ||||
Depreciation expense | $ 6,235,318 | $ 2,003,586 | $ 16,255,340 | $ 11,193,570 |
Cost of Sales [Member] | ||||
Disclosure of Property of Equipment [Line Items] | ||||
Depreciation expense | $ 3,905,487 | $ 311,315 | $ 9,997,128 | $ 5,571,477 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Sep. 01, 2021 | Aug. 16, 2021 | Aug. 01, 2021 | Jul. 01, 2021 | Jun. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Business Acquisition [Line Items] | |||||||
Weighted-average amortization period | 15 years | ||||||
Business combination, contigent liability | $ 61,853,000 | $ 61,853,000 | |||||
Acquisition costs | 200,000 | 1,300,000 | |||||
Licenses And Permits [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets, net | 173,926,457 | 173,926,457 | |||||
Liberty Compassion Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | Jun. 1, 2021 | ||||||
Percentage of voting rights acquired | 100.00% | ||||||
Dharma Pharmaceuticals LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | Jul. 1, 2021 | ||||||
Payments to Acquire Businesses, Gross | $ 15,175,384 | ||||||
Percentage of voting rights acquired | 100.00% | ||||||
Business combination, contigent liability | $ 45,900,000 | 45,872,665 | 45,872,665 | ||||
Non-current liabilities | $ 19,800,000 | ||||||
Additional Contingent Consideration | $ 65,000,000 | ||||||
Dharma Pharmaceuticals LLC [Member] | Licenses And Permits [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets, net | 66,000,000 | 66,000,000 | |||||
Summit Medical Compassion Center [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | Aug. 1, 2021 | ||||||
Business combination, contigent liability | $ 38,400,000 | ||||||
Summit Medical Compassion Center [Member] | Licenses And Permits [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets, net | 50,800,000 | 50,800,000 | |||||
GreenStar Herbal Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | Sep. 1, 2021 | ||||||
GreenStar Herbal Inc [Member] | Other Noncurrent Liabilities [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, contigent liability | $ 8,900,000 | $ 8,900,000 | |||||
Subordinate Voting Shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of shares under business combinations and investments | 7,290,180 | ||||||
Distribution of deferred shares | 190,263 | ||||||
Subordinate Voting Shares [Member] | Liberty Compassion Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of shares under business combinations and investments | 2,146,565 | ||||||
Distribution of deferred shares | 259,765 | ||||||
Issuance of shares under business combinations and investments, value | $ 64,600,000 | ||||||
Subordinate Voting Shares [Member] | Dharma Pharmaceuticals LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of shares under business combinations and investments | 199,993 | 2,298,779 | |||||
Distribution of deferred shares | 229,878 | ||||||
Issuance of shares under business combinations and investments, value | $ 5,949,078 | $ 75,900,000 | |||||
Subordinate Voting Shares [Member] | Summit Medical Compassion Center [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of shares under business combinations and investments | 2,387,807 | ||||||
Distribution of deferred shares | 303,599 | ||||||
Additional shares Issued For Acquisition | 2,500,000 | ||||||
Issuance of shares under business combinations and investments, value | $ 71,000,000 | ||||||
Subordinate Voting Shares [Member] | GreenStar Herbal Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 5,222,967 | ||||||
Issuance of shares under business combinations and investments | 1,348,216 | ||||||
Distribution of deferred shares | 161,306 | ||||||
Additional shares Issued For Acquisition | 663,810 | ||||||
Issuance of shares under business combinations and investments, value | $ 39,700,000 |
Acquisitions - Summary of Initi
Acquisitions - Summary of Initial Accounting Estimates (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 597,483,954 | $ 382,697,467 |
Licenses And Permits [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, net | 173,926,457 | |
Dharma Pharmaceuticals LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 150,066 | |
Inventory | 508,361 | |
Accounts receivable | 38,166 | |
Prepaid expenses | 72,125 | |
Property and equipment, net | 1,983,047 | |
Right-of-use asset, net | 4,218,658 | |
Deposits and other assets | 251,875 | |
Liabilities assumed | (157,877) | |
Lease liabilities | (4,218,658) | |
Deferred income tax liabilities | (17,034,600) | |
Total identifiable net assets | 51,811,163 | |
Goodwill | 88,730,652 | |
Net assets | 140,541,815 | |
Dharma Pharmaceuticals LLC [Member] | Licenses And Permits [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, net | 66,000,000 | |
Summit Medical Compassion Center [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 1,143,493 | |
Inventory | 1,828,848 | |
Accounts receivable | 1,200 | |
Prepaid expenses | 104,589 | |
Property and equipment, net | 3,242,890 | |
Right-of-use asset, net | 210,069 | |
Deposits and other assets | 67,620 | |
Liabilities assumed | (4,407,319) | |
Lease liabilities | (210,069) | |
Deferred income tax liabilities | (13,111,880) | |
Total identifiable net assets | 39,669,441 | |
Goodwill | 69,029,291 | |
Net assets | 108,698,732 | |
Summit Medical Compassion Center [Member] | Licenses And Permits [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, net | 50,800,000 | |
Other Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 651,434 | |
Inventory | 3,844,351 | |
Accounts receivable | 512,767 | |
Prepaid expenses | 190,719 | |
Property and equipment, net | 10,478,856 | |
Right-of-use asset, net | 13,896,049 | |
Deposits and other assets | 585,000 | |
Liabilities assumed | (6,467,287) | |
Lease liabilities | (13,896,049) | |
Deferred income tax liabilities | (14,744,338) | |
Total identifiable net assets | 52,177,959 | |
Goodwill | 66,176,544 | |
Net assets | 118,354,503 | |
Other Acquisition [Member] | Licenses And Permits [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, net | $ 57,126,457 |
Intangible Assets And Goodwil_2
Intangible Assets And Goodwill - Summary Of Intangible Assets (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 641,307,295 | $ 470,274,815 |
Accumulated Amortization | 92,122,943 | 64,032,781 |
Net Book Value | 549,184,352 | 406,242,034 |
Licenses And Permits [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 515,368,694 | 343,135,736 |
Accumulated Amortization | 59,514,065 | 41,993,595 |
Net Book Value | 455,854,629 | 301,142,141 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 98,935,601 | 99,295,599 |
Accumulated Amortization | 22,174,913 | 13,455,178 |
Net Book Value | 76,760,688 | 85,840,421 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 24,438,000 | 25,258,000 |
Accumulated Amortization | 9,071,493 | 7,583,005 |
Net Book Value | 15,366,507 | 17,674,995 |
Non Competition Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,565,000 | 2,585,480 |
Accumulated Amortization | 1,362,472 | 1,001,003 |
Net Book Value | $ 1,202,528 | $ 1,584,477 |
Intangible Assets And Goodwil_3
Intangible Assets And Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Amortization | $ 10,937,748 | $ 9,531,290 | $ 30,984,139 | $ 27,286,390 |
Weighted average amortization period | 12 years 4 months 6 days |
Intangible Assets And Goodwil_4
Intangible Assets And Goodwill - Summary Of Estimated Annual Amortization Expense Related To Intangible Assets (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
Remainder of 2021 | $ 12,527,442 | |
2022 | 50,079,212 | |
2023 | 50,076,435 | |
2024 | 49,495,101 | |
2025 | 49,397,435 | |
Thereafter | 337,608,727 | |
Finite-Lived Intangible Assets, Net | $ 549,184,352 | $ 406,242,034 |
Intangible Assets And Goodwil_5
Intangible Assets And Goodwill - Summary Of Goodwill And Intangible Assets Disclosure (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Goodwill | $ 597,483,954 | $ 382,697,467 |
Goodwill, Purchase Accounting Adjustments | (9,150,000) | |
Dharma Pharmaceuticals LLC [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 88,730,652 | |
Summit Medical Compassion Center [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 69,029,291 | |
Other Acquisition [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 66,176,544 | |
Retail Segment [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 246,823,368 | 130,680,935 |
Goodwill, Purchase Accounting Adjustments | (9,150,000) | |
Retail Segment [Member] | Dharma Pharmaceuticals LLC [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 43,378,626 | |
Retail Segment [Member] | Summit Medical Compassion Center [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 47,864,947 | |
Retail Segment [Member] | Other Acquisition [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 34,048,860 | |
Consumer Packaged Goods Segment [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 350,660,586 | $ 252,016,532 |
Goodwill, Purchase Accounting Adjustments | 0 | |
Consumer Packaged Goods Segment [Member] | Dharma Pharmaceuticals LLC [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 45,352,026 | |
Consumer Packaged Goods Segment [Member] | Summit Medical Compassion Center [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 21,164,344 | |
Consumer Packaged Goods Segment [Member] | Other Acquisition [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 32,127,684 |
Investments - Schedule Of Long
Investments - Schedule Of Long Term Investments (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Longterm Investments [Line Items] | ||
Beginning balance | $ 40,794,806 | $ 14,068,821 |
Additions | 31,053,096 | 525,000 |
Disposals | (18,282,213) | (169,818) |
Fair value adjustments | 14,604,387 | 26,370,803 |
Transfers out | (17,542,250) | 0 |
Ending balance | $ 50,627,826 | $ 40,794,806 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) | Jan. 15, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Investments [Line Items] | |||||||||
Equity interest, fair value disclosure | $ 28,705,037 | $ 28,705,037 | $ 37,249,189 | ||||||
Proceeds from sale of equity interest in privately held entity | $ 18,112,500 | ||||||||
Equity interest, fair value adjustment | 3,948,841 | ||||||||
Investment in private held equity interest | $ 12,335,635 | ||||||||
Investment in privately held, fair value Adjustment | $ 4,110,378 | ||||||||
Unrealized gains and (losses) recognized on equity investments held | (4,140,268) | $ 14,596,174 | 8,134,213 | $ 8,117,178 | |||||
Fair value gains (losses) on investments | $ 9,568,348 | (4,074,934) | $ 7,284,213 | 14,604,387 | $ 6,717,178 | ||||
Investments in convertible notes receivable | 15,417,500 | 15,417,500 | |||||||
Investment in non convertible instrument | 1,500,000 | 1,500,000 | |||||||
Debt instrument interest rate | 7.00% | 2.17% | |||||||
Contractual interest | 207,500 | ||||||||
Cannabis Companies [Member] | |||||||||
Investments [Line Items] | |||||||||
Equity interest, fair value disclosure | $ 50,627,826 | $ 50,627,826 | $ 40,794,806 | ||||||
Notes Receivable [Member] | |||||||||
Investments [Line Items] | |||||||||
Debt instrument interest rate | 3.00% | 3.00% | |||||||
Debt instrument, Term | 180 days | ||||||||
Minimum [Member] | |||||||||
Investments [Line Items] | |||||||||
Debt instrument interest rate | 0.91% | 0.91% | |||||||
Debt instrument, Term | 15 months | ||||||||
Maximum [Member] | |||||||||
Investments [Line Items] | |||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||
Debt instrument, Term | 3 years |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Operating lease expense | $ 8,732,600 | $ 6,557,340 | $ 24,760,298 | $ 18,987,980 |
Florida And Lllinois [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Operating lease expense | $ 295,298 | $ 353,537 | $ 890,730 | $ 1,146,243 |
Maximum [Member] | Florida And Lllinois [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Lease term | 15 years | 15 years | ||
Minimum [Member] | Florida And Lllinois [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Lease term | 7 years | 7 years |
Leases - Schedule Of Other Info
Leases - Schedule Of Other Information Related To Operating Leases (Detail) | Sep. 30, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Weighted average remaining lease term (years) | 12 years 1 month 17 days | 12 years 1 month 6 days |
Weighted average discount rate | 13.67% | 13.70% |
Leases - Lessee Operating Lease
Leases - Lessee Operating Lease Liability Maturity (Detail) | Sep. 30, 2021USD ($) |
Lessee, Lease, Description [Line Items] | |
Remainder of 2021 | $ 8,198,407 |
2022 | 33,247,939 |
2023 | 33,202,369 |
2024 | 32,534,902 |
2025 | 30,137,950 |
2026 and Thereafter | 302,302,146 |
Total Lease Payments | 439,623,713 |
Less: Interest | (251,161,453) |
Present Value of Lease Liability | 188,462,260 |
Third Party [Member] | |
Lessee, Lease, Description [Line Items] | |
Remainder of 2021 | 7,922,552 |
2022 | 32,128,809 |
2023 | 32,058,049 |
2024 | 31,508,225 |
2025 | 29,190,223 |
2026 and Thereafter | 294,266,749 |
Total Lease Payments | 427,074,607 |
Less: Interest | (245,267,484) |
Present Value of Lease Liability | 181,807,123 |
Related Party [Member] | |
Lessee, Lease, Description [Line Items] | |
Remainder of 2021 | 275,855 |
2022 | 1,119,130 |
2023 | 1,144,320 |
2024 | 1,026,677 |
2025 | 947,727 |
2026 and Thereafter | 8,035,397 |
Total Lease Payments | 12,549,106 |
Less: Interest | (5,893,969) |
Present Value of Lease Liability | $ 6,655,137 |
Notes Payable - Schedule of Deb
Notes Payable - Schedule of Debt (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 206,538,072 | $ 99,054,979 |
Less: current portion of notes payable | (777,275) | (341,983) |
Notes payable, net of current portion | 205,760,797 | 98,712,996 |
Acquired Debt [member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 1,284,449 | 717,430 |
Private Placement Debt May 22, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 0 | 94,955,094 |
Private Placement Debt April 30, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 195,163,333 | 0 |
Mortgage Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 10,090,290 | $ 3,382,455 |
Notes Payable - Schedule of D_2
Notes Payable - Schedule of Debt (Parenthetical) (Detail) - USD ($) | Apr. 30, 2021 | May 22, 2019 | Sep. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Charitable Contribution Quarterly Payment | $ 200,000 | $ 50,000 | ||||
Charitable Contribution, Date Of Last Payment | May 2024 | October 2024 | ||||
Debt Instrument Interest Rate | 7.00% | 2.17% | ||||
Debt face value | $ 15,417,500 | |||||
Private Placement Debt May 22, 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument Interest Rate | 12.00% | |||||
Debt Issuance Date | May 22, 2019 | |||||
Debt face value | $ 105,466,429 | |||||
Debt Maturity Date | May 22, 2023 | |||||
Debt Instrument Carrying Amount | $ 9,045,187 | $ 10,511,335 | ||||
Private Placement Debt April 30, 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument Interest Rate | 7.00% | |||||
Debt Issuance Date | Apr. 30, 2021 | |||||
Debt face value | $ 216,734,258 | |||||
Debt Maturity Date | Apr. 30, 2024 | |||||
Debt Instrument Carrying Amount | 21,570,925 | |||||
Mortgage Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face value | $ 10,437,000 | |||||
Debt Maturity Date | Aug. 1, 2041 | |||||
Debt Instrument Carrying Amount | $ 165,159 | 174,223 | ||||
Debt Instrument, Annual Principal Payment | $ 181,551 | $ 50,322 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | Apr. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2017 |
Debt Instrument, Face Amount | $ 15,417,500 | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 2.17% | ||
Debt held by related parties | 1.00% | |||
Debt held by unrelated third-parties | 99.00% | |||
Maximum [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||
Minimum [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 0.91% | |||
Percentage Comparison of Present Value Remaining Cash Flows | 10.00% | |||
Senior Secured Note Due May 2023 [Member] | ||||
Debt Instrument, Face Amount | $ 216,734,258 | |||
Proceeds from Issuance of Secured Debt | $ 33,265,742 | |||
Debt Instrument, Frequency of Periodic Payment | The Notes have a maturity date of April 30, 2024 and bear interest from the date of issue of 7.00% per annum, payable quarterly, with an option, at the discretion of the Company, to extend for an additional 12 months. | |||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 1,459,044 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 32.68 | |||
Senior Secured Note Due May 2023 [Member] | Maximum [Member] | ||||
Proceeds from Issuance of Secured Debt | $ 105,466,429 |
Warrants - Schedule of Stockhol
Warrants - Schedule of Stockholders' Equity Note, Warrants or Rights (Detail) - 9 months ended Sep. 30, 2021 | $ / sharesshares | $ / sharesshares |
Liability Classified Warrant [member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Beginning Balance | shares | 2,485,794 | 2,485,794 |
Number of Shares, Issued | shares | 0 | 0 |
Number of Shares, Exercised | shares | (278,381) | (278,381) |
Number of Shares, Expired | shares | (109,482) | (109,482) |
Number of Shares, Ending Balance | shares | 2,097,931 | 2,097,931 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 18.45 | |
Weighted average exercise price, Issued | $ / shares | $ 0 | |
Weighted Average Exercise Price, Exercised | $ / shares | 18.16 | |
Weighted Average Exercise Price, Expired | $ / shares | 22.90 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 18.26 | |
Weighted Average Contractual Life, Beginning Balance | 3 years 4 months 24 days | 3 years 4 months 24 days |
Weighted Average Contractual Life, Issued | ||
Weighted Average Contractual Life, Exercised | 2 years 8 months 12 days | 2 years 8 months 12 days |
Weighted Average Contractual Life, Expired | 1 year 10 days | 1 year 10 days |
Weighted Average Contractual Life, Ending Balance | 2 years 8 months 1 day | 2 years 8 months 1 day |
Equity Classified Warrant [member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Beginning Balance | shares | 35,000 | 35,000 |
Number of Shares, Issued | shares | 1,459,044 | 1,459,044 |
Number of Shares, Exercised | shares | 0 | 0 |
Number of Shares, Expired | shares | 0 | 0 |
Number of Shares, Ending Balance | shares | 1,494,044 | 1,494,044 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 9.10 | |
Weighted average exercise price, Issued | $ / shares | 32.68 | |
Weighted Average Exercise Price, Exercised | $ / shares | 0 | |
Weighted Average Exercise Price, Expired | $ / shares | 0 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 32.13 | |
Weighted Average Contractual Life, Beginning Balance | 3 years 8 months 4 days | 3 years 8 months 4 days |
Weighted Average Contractual Life, Issued | 4 years 6 months 29 days | 4 years 6 months 29 days |
Weighted Average Contractual Life, Exercised | ||
Weighted Average Contractual Life, Expired | ||
Weighted Average Contractual Life, Ending Balance | 4 years 6 months 21 days | 4 years 6 months 21 days |
Warrants - Schedule Of Fair Val
Warrants - Schedule Of Fair Value Of Warrant Liability (Detail) - Liability Classified Warrant [member] | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2021$ / shares | Sep. 30, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | |
Class of Warrant or Right [Line Items] | ||||
Warrants Outstanding | shares | 2,097,931 | 2,485,794 | ||
Warrant Liability | $ 34,003,000 | $ 39,454,000 | ||
Change in Fair value of warrants liability | $ (5,451,000) | |||
Bridge Financing Warrants [member] | ||||
Class of Warrant or Right [Line Items] | ||||
Strike Price | $ / shares | $ 22.90 | |||
Warrants Outstanding | shares | 100,723 | |||
Warrant Liability | $ 1,089,500 | 2,544,500 | ||
Change in Fair value of warrants liability | (1,455,000) | |||
Private Placement Financing Warrants [member] | ||||
Class of Warrant or Right [Line Items] | ||||
Strike Price | $ / shares | 19.39 | |||
Warrants Outstanding | shares | 1,606,533 | |||
Warrant Liability | $ 25,188,000 | 28,756,500 | ||
Change in Fair value of warrants liability | (3,568,500) | |||
Modification Warrants [member] | ||||
Class of Warrant or Right [Line Items] | ||||
Strike Price | $ / shares | 12.04 | |||
Warrants Outstanding | shares | 316,947 | |||
Warrant Liability | $ 6,293,000 | 6,630,000 | ||
Change in Fair value of warrants liability | (337,000) | |||
Additional Modification Warrants [member] | ||||
Class of Warrant or Right [Line Items] | ||||
Strike Price | $ / shares | $ 14.03 | |||
Warrants Outstanding | shares | 73,728 | |||
Warrant Liability | $ 1,432,500 | $ 1,523,000 | ||
Change in Fair value of warrants liability | $ (90,500) |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Liability Classified Warrant [member] | Other Income (Expense) [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrant liability loss | $ 13,461,750 | $ 5,451,000 | $ (3,181,114) | $ (2,060,771) |
Warrants - Schedule Of Fair V_2
Warrants - Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Warrant Liability (Detail) - Liability Classified Warrant [member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Volatility | Minimum [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.5227 | 0.7219 |
Volatility | Maximum [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.7530 | 0.7910 |
Remaining Term | Minimum [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement Input term | 1 year 10 days | 1 year 9 months 10 days |
Remaining Term | Maximum [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement Input term | 3 years 7 months 20 days | 4 years 4 months 20 days |
Risk Free Rate | Minimum [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0052 | 0.0020 |
Risk Free Rate | Maximum [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0081 | 0.0028 |
Warrants - Fair Value Of The Eq
Warrants - Fair Value Of The Equity Classified Warrants (Detail) - Equity Classified Warrant [member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 1,494,044 | 35,000 |
Warrant Liability | $ 22,439,880 | $ 181,272 |
Dispensary Mortgage Warrants [member] | ||
Class of Warrant or Right [Line Items] | ||
Strike Price | $ 9.10 | |
Warrants Outstanding | 35,000 | |
Warrant Liability | $ 181,272 | 181,272 |
Private Placement Refinancing Warrants [member] | ||
Class of Warrant or Right [Line Items] | ||
Strike Price | $ 32.68 | |
Warrants Outstanding | 1,459,044 | |
Warrant Liability | $ 22,258,608 | $ 0 |
Warrants - Schedule Of Fair V_3
Warrants - Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Equity Classified Warrants (Detail) - Equity Classified Warrant [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement Refinancing Warrants [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant issuance date | Apr. 30, 2021 |
Dispensary Mortgage Warrants [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant issuance date | Jun. 5, 2020 |
Volatility | Private Placement Refinancing Warrants [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.73 |
Volatility | Dispensary Mortgage Warrants [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.80 |
Remaining Term | Private Placement Refinancing Warrants [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding measurement Input term | 4 years |
Remaining Term | Dispensary Mortgage Warrants [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding measurement Input term | 5 years |
Risk Free Rate | Private Placement Refinancing Warrants [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.0074 |
Risk Free Rate | Dispensary Mortgage Warrants [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.0037 |
Share Capital - Schedule of Com
Share Capital - Schedule of Common Stock Outstanding Roll Forward (Detail) - shares | Sep. 01, 2021 | Sep. 30, 2021 |
Class of Stock [Line Items] | ||
Issuance of shares for redemption of noncontrolling interests | 136,075 | |
Subordinate Voting Shares [member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 178,113,221 | |
Issuance of registered shares pursuant to S-1 | 4,693,991 | |
Issuance of shares under business combinations and investments | 7,290,180 | |
Distribution of Contingent Consideration | 612,737 | |
Distribution of deferred shares | 190,263 | |
Issuance of shares for redemption of noncontrolling interests | 136,075 | |
Issuance of shares upon exercise of options and warrants | 977,646 | |
Issuances of shares upon vesting of RSUs | 357,756 | |
Shares issued in association with notes payable | 8,514 | |
Shares issued for settlement of business dispute | 240,000 | |
Exchange of shares | 1,763,500 | |
Ending balance | 194,383,883 | |
Multiple Voting Shares [member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 40,289 | |
Issuance of shares under business combinations and investments | 0 | |
Distribution of Contingent Consideration | 0 | |
Distribution of deferred shares | 0 | |
Issuance of shares upon exercise of options and warrants | 0 | |
Issuances of shares upon vesting of RSUs | 0 | |
Shares issued for settlement of business dispute | 0 | |
Exchange of shares | (635) | |
Ending balance | 39,654 | |
Super Voting Shares [member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 312,031 | |
Issuance of shares under business combinations and investments | 0 | |
Distribution of Contingent Consideration | 0 | |
Distribution of deferred shares | 0 | |
Issuance of shares upon exercise of options and warrants | 0 | |
Issuances of shares upon vesting of RSUs | 0 | |
Shares issued for settlement of business dispute | 0 | |
Exchange of shares | (17,000) | |
Ending balance | 295,031 |
Share Capital - Share-based Pay
Share Capital - Share-based Payment Arrangement, Option, Activity (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Balance | 5,664,406 | |
Number of Share, Granted | 1,303,143 | |
Number of Shares, Exercised | (699,265) | |
Number of Shares, Forfeited | (642,623) | |
Number of Share, Vested | 3,335,293 | |
Number of Shares, Ending Balance | 5,625,661 | 5,664,406 |
Number of Share, Exercisable | 2,396,807 | |
Weighted Average Exercise Price, Balance | $ 11.91 | |
Weighted Average Exercise Price, Granted | 37.44 | |
Weighted Average Exercise Price, Exercised | 13.13 | |
Weighted Average Exercise Price, Forfeited | 14.43 | |
Weighted Average Exercise Price, Vested | 12.66 | |
Weighted Average Exercise Price, Ending Balance | 17.38 | $ 11.91 |
Weighted Average Exercise Price, Exercisable | $ 12.41 | |
Weighted Average Contractual Life, Balance | 3 years 8 months 23 days | 4 years 4 months 20 days |
Weighted Average Contractual Life, Granted | 4 years 3 months 3 days | |
Weighted Average Contractual Life, Exercisable | 3 years 7 months 28 days | |
Aggregate Intrinsic Value, Balance | $ 78,129,641 | $ 85,408,034 |
Aggregate Intrinsic Value, Exercised | 13,566,825 | |
Aggregate Intrinsic Value, Exercisable | $ 41,611,631 |
Share Capital - Schedule of Sha
Share Capital - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Risk-free interest rate, Minumum | 0.33% | 0.31% |
Risk-free interest rate, Maximum | 0.87% | 1.37% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 73.00% | 80.00% |
Minimum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Expected option life | 3 years | 3 years |
Maximum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Expected option life | 3 years 6 months | 5 years |
Share Capital - Non-vested Rest
Share Capital - Non-vested Restricted Stock Shares Activity (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Balance | 689,340 | |
Number of Shares, Granted | 127,137 | |
Number of Shares, Forfeited | (105,785) | |
Number of Shares, Vested | (357,756) | |
Number of Shares, Balance | 352,936 | 689,340 |
Weighted Average Grant Date Fair Value, Balance | $ 16.77 | |
Weighted Average Grant Date Fair Value, Granted | 38.21 | $ 12.65 |
Weighted Average Grant Date Fair Value, Forfeited | 16.37 | |
Weighted Average Grant Date Fair Value, Vested | 21.56 | |
Weighted Average Grant Date Fair Value, Balance | $ 19.57 | $ 16.77 |
Share Capital - Schedule of Sto
Share Capital - Schedule of Stock-Based Compensation Expense (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-Based Compensation Expense | $ 4,994,842 | $ 4,435,634 | $ 14,698,180 | $ 15,209,520 |
Stock options expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-Based Compensation Expense | 3,483,587 | 2,614,273 | 9,821,525 | 8,209,557 |
Restricted Stock Units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-Based Compensation Expense | $ 1,511,255 | $ 1,821,361 | $ 4,876,655 | $ 6,999,963 |
Share Capital - Additional Info
Share Capital - Additional Information (Detail) | Sep. 16, 2021USD ($)shares | Aug. 16, 2021USD ($)shares | Jul. 01, 2021USD ($)shares | Mar. 22, 2021USD ($)shares | Mar. 15, 2021USD ($)shares | Feb. 23, 2021USD ($)$ / sharesshares | Feb. 22, 2021USD ($)shares | Feb. 08, 2021USD ($)$ / sharesshares | Apr. 23, 2019USD ($) | Jun. 30, 2018 | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Dispensaryshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares |
Reduction in contingent liability | $ | $ 662,027 | $ (425,424) | |||||||||||||
Business combination, contigent liability | $ | $ 61,853,000 | 61,853,000 | |||||||||||||
Current liabilities | $ | 165,301,783 | 165,301,783 | $ 119,288,435 | ||||||||||||
Contingent consideration | $ | (249,078) | $ 442,991 | (662,027) | $ 425,426 | |||||||||||
Integral Associates LLC [Member] | |||||||||||||||
Reduction in contingent liability | $ | $ 7,750,000 | ||||||||||||||
Business combination, contigent liability | $ | 14,850,000 | 14,850,000 | $ 27,100,000 | ||||||||||||
Non current liability | $ | 4,950,000 | $ 4,950,000 | |||||||||||||
GTI New Jersey, LLC [Member] | |||||||||||||||
Issuance of shares under business combinations and investments | 0 | 2,000,000 | |||||||||||||
Business acquisition, equity interest issuable fair value | $ | $ 2,000,000 | ||||||||||||||
Dharma Pharmaceuticals LLC [Member] | |||||||||||||||
Business combination, contigent liability | $ | $ 45,900,000 | 45,872,665 | $ 45,872,665 | ||||||||||||
Non current liability | $ | $ 19,800,000 | ||||||||||||||
Current liabilities | $ | 19,883,434 | $ 19,883,434 | |||||||||||||
Dharma Pharmaceuticals LLC [Member] | Maximum [Member] | |||||||||||||||
Retail dispensary | Dispensary | 5 | ||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Cost Not yet Recognized, Amount | $ | $ 24,203,212 | $ 24,203,212 | |||||||||||||
Cost Not yet Recognized, Period for Recognition | 2 years 18 days | ||||||||||||||
Multiple Voting Shares [Member] | |||||||||||||||
Conversion of Stock, Shares Issued | (635) | ||||||||||||||
Common Stock, Shares, Outstanding | 39,654 | 39,654 | 40,289 | ||||||||||||
Issuance of shares under business combinations and investments | 0 | ||||||||||||||
Multiple Voting Shares [Member] | Conversion Of Multiple Voting Shares [member] | |||||||||||||||
Conversion Of Stock, Shares Converted | 635 | ||||||||||||||
Conversion of Stock, Shares Issued | 635 | ||||||||||||||
Voting Rights | 100 | ||||||||||||||
Subordinate Voting Shares [Member] | |||||||||||||||
Conversion of Stock, Shares Issued | 1,763,500 | ||||||||||||||
Common Stock, Shares, Outstanding | 194,383,883 | 194,383,883 | 178,113,221 | ||||||||||||
Issuance of shares under business combinations and investments | 7,290,180 | ||||||||||||||
Stock issued during period, shares, new issues | 4,693,991 | ||||||||||||||
Subordinate Voting Shares [Member] | February Nine Two Thousand Twenty One | |||||||||||||||
Stock issued during period, shares, new issues | 3,122,074 | ||||||||||||||
Shares issued, price per share | $ / shares | $ 32.03 | ||||||||||||||
Stock issued during period, value, issued for services | $ | $ 100,000,030 | ||||||||||||||
Subordinate Voting Shares [Member] | February Twenty Three Two Thousand Twenty One | |||||||||||||||
Stock issued during period, shares, new issues | 1,571,917 | ||||||||||||||
Shares issued, price per share | $ / shares | $ 35.50 | ||||||||||||||
Stock issued during period, value, issued for services | $ | $ 55,803,054 | ||||||||||||||
Professional Fees | $ | $ 304,944 | ||||||||||||||
Subordinate Voting Shares [Member] | Integral Associates LLC [Member] | |||||||||||||||
Issuance of shares under business combinations and investments | 412,744 | ||||||||||||||
Issuance of shares under business combinations and investments, value | $ | $ 12,672,681 | ||||||||||||||
Business acquisition, equity interest measurement loss | $ | $ 8,172,681 | ||||||||||||||
Subordinate Voting Shares [Member] | Success Holdings [Member] | |||||||||||||||
Issuance of shares under business combinations and investments | 146,315 | ||||||||||||||
Issuance of shares under business combinations and investments, value | $ | $ 1,825,597 | ||||||||||||||
Shares forfeited | 780 | ||||||||||||||
Shares forfieted value | $ | $ 9,732 | ||||||||||||||
Subordinate Voting Shares [Member] | GTI New Jersey, LLC [Member] | |||||||||||||||
Issuance of shares under business combinations and investments | 36,947 | 30,414 | |||||||||||||
Issuance of shares under business combinations and investments, value | $ | $ 939,538 | $ 1,038,307 | $ 3,000,000 | ||||||||||||
Subordinate Voting Shares [Member] | Dharma Pharmaceuticals LLC [Member] | |||||||||||||||
Issuance of shares under business combinations and investments | 199,993 | 2,298,779 | |||||||||||||
Issuance of shares under business combinations and investments, value | $ | $ 5,949,078 | $ 75,900,000 | |||||||||||||
Subordinate Voting Shares [Member] | Dharma Pharmaceuticals LLC [Member] | Maximum [Member] | |||||||||||||||
Contingent consideration | $ | $ 65,000,000 | ||||||||||||||
Subordinate Voting Shares [Member] | GTII Stock and Incentive Plan [Member] | |||||||||||||||
Percentage of maximum number of shares issued under the plan | 10.00% | ||||||||||||||
Subordinate Voting Shares [Member] | Conversion Of Multiple Voting Shares [member] | |||||||||||||||
Conversion of Stock, Shares Issued | 63,500 | ||||||||||||||
Shares Available For Conversion | 3,965,400 | 3,965,400 | |||||||||||||
Subordinate Voting Shares [Member] | Conversion Of Super Voting Shares [member] | |||||||||||||||
Conversion of Stock, Shares Issued | 1,700,000 | ||||||||||||||
Super Voting Shares [Member] | |||||||||||||||
Conversion of Stock, Shares Issued | (17,000) | ||||||||||||||
Common Stock, Shares, Outstanding | 295,031 | 295,031 | 312,031 | ||||||||||||
Issuance of shares under business combinations and investments | 0 | ||||||||||||||
Super Voting Shares [Member] | Conversion Of Super Voting Shares [member] | |||||||||||||||
Conversion Of Stock, Shares Converted | 17,000 | ||||||||||||||
Conversion of Stock, Shares Issued | 17,000 | ||||||||||||||
Voting Rights | 1,000 | ||||||||||||||
Shares Available For Conversion | 29,503,100 | 29,503,100 |
Share Capital - Summary Of Weig
Share Capital - Summary Of Weighted Average Grant Date Fair Value And Intrinsic Value Of Options Exercised (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Weighted average grant date fair value (per share) of stock option units granted (CAD) | $ 14.89 | $ 4.46 |
Intrinsic value of stock option units exercised, using market price at exercise date (USD) | $ 13,566,825 | $ 194,247 |
Share Capital - Summary Of We_2
Share Capital - Summary Of Weighted Average Grant Date Fair Value And Total Fair Value Of RSUs Vested (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Weighted Average Grant Date Fair Value And Total Fair Value Of RSUs Vested [Line Items] | ||
Weighted average grant date fair value (per share) of RSUs granted (CAD) | $ 38.21 | $ 12.65 |
Total fair value of RSUs vested, using market price at vest date (USD) | $ 10,813,387 | $ 8,955,783 |
Income Tax Expense - Schedule o
Income Tax Expense - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Income/(Loss) before Income Taxes | $ 58,904,765 | $ 39,189,341 | $ 154,517,434 | $ 52,189,559 |
Income Tax Expense (Benefit) | $ 37,319,988 | $ 28,436,332 | $ 98,202,898 | $ 56,964,047 |
Effective Tax Rate | 63.40% | 72.60% | 63.60% | 109.10% |
Income Tax Expense - Additional
Income Tax Expense - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits | $ 19,200,000 | $ 10,300,000 | |
Income tax paid | $ 109,702,550 | $ 37,820,228 |
Other Income (Expense) - Schedu
Other Income (Expense) - Schedule of Other Nonoperating Income (Expense) (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair value adjustments on equity investments | $ (4,074,934) | $ 7,284,213 | $ 14,604,387 | $ 6,717,178 |
Fair value adjustments on variable note receivable | 0 | 0 | 0 | (815,937) |
Loss on extinguishment of debt | 0 | 0 | (9,881,847) | 0 |
Fair value adjustment on warrants issued | 13,461,750 | (3,181,114) | 5,451,000 | (2,060,771) |
Fair value adjustments on contingent consideration | (249,078) | 442,991 | (662,027) | 425,426 |
Earnings from equity method investments | (316,177) | 850,000 | 1,330,196 | 1,400,000 |
Other | (696,948) | 1,036,793 | (1,036,636) | 1,835,670 |
Total Other Income (Expense) | $ 8,124,613 | $ 6,432,883 | $ 9,805,073 | $ 7,501,566 |
Commitments and Contingencies -
Commitments and Contingencies - Additional of Information (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)Lawsuit | Dec. 31, 2020Lawsuit | |
Construction Commitments [member] | ||
Disclosure of Commitments and Contingencies [Line Items] | ||
Contractual obligation | $ | $ 51,404,000 | |
Pending Litigation [member] | ||
Disclosure of Commitments and Contingencies [Line Items] | ||
Loss contingency, number of plaintiffs | 0 | 0 |
Threatened Litigation [member] | ||
Disclosure of Commitments and Contingencies [Line Items] | ||
Loss contingency, number of plaintiffs | 0 | 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurements, Recurring and Nonrecurring (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments | $ 28,705,037 | $ 37,249,189 | $ 675,594 |
Financial Instruments [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 285,792,378 | 83,757,785 | |
Investments | 50,627,826 | 40,794,806 | |
Contingent Consideration Payable | (108,024,422) | (27,100,000) | |
Warrant Liability | (34,003,000) | (39,454,000) | |
Fair Value, Net Asset (Liability) | 194,392,782 | 57,998,591 | |
Fair Value, Inputs, Level 1 [member] | Financial Instruments [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 285,792,378 | 83,757,785 | |
Investments | 29,520,367 | 923,581 | |
Contingent Consideration Payable | 0 | 0 | |
Warrant Liability | 0 | 0 | |
Fair Value, Net Asset (Liability) | 315,312,745 | 84,681,366 | |
Fair Value, Inputs, Level 2 [member] | Financial Instruments [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 0 | 0 | |
Investments | 0 | 0 | |
Contingent Consideration Payable | 0 | 0 | |
Warrant Liability | 0 | 0 | |
Fair Value, Net Asset (Liability) | 0 | 0 | |
Fair Value, Inputs, Level 3 [member] | Financial Instruments [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 0 | 0 | |
Investments | 21,107,459 | 39,871,225 | |
Contingent Consideration Payable | (108,024,422) | (27,100,000) | |
Warrant Liability | (34,003,000) | (39,454,000) | |
Fair Value, Net Asset (Liability) | $ (120,919,963) | $ (26,682,775) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Disclosure Text Block Supplement [Abstract] | |||
Notes Payable | $ 206,538,072 | $ 99,054,979 | |
Notes Payable, Current | 777,275 | 341,983 | |
Investments | $ 28,705,037 | $ 37,249,189 | $ 675,594 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | |||||
Current assets | $ 420,751,239 | $ 420,751,239 | $ 183,944,005 | ||
Current liabilities | 165,301,783 | 165,301,783 | 119,288,435 | ||
Chesapeake Alternatives LLC [member] | |||||
Variable Interest Entity [Line Items] | |||||
Net income | 0 | $ 1,059,784 | 0 | $ 4,019,050 | |
Chesapeake Alternatives LLC [member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Current assets | 0 | 0 | 32,307,718 | ||
Non-current assets | 0 | 0 | 3,367,360 | ||
Current liabilities | 0 | 0 | 23,362,255 | ||
Non-current liabilities | 0 | 0 | 768,573 | ||
Noncontrolling interests | 0 | 0 | 0 | ||
Equity attributable to Green Thumb Industries Inc. | 0 | 0 | 11,544,250 | ||
Revenues | 0 | 5,684,349 | 0 | 14,792,710 | |
Net income attributable to noncontrolling interests | 0 | 26,134 | 0 | 206,929 | |
Net income attributable to Green Thumb Industries Inc. | 0 | 1,033,650 | 0 | 3,812,121 | |
Illinois Disp LLC [member] | |||||
Variable Interest Entity [Line Items] | |||||
Net income | 2,033,763 | 1,794,988 | 5,316,680 | 4,341,825 | |
Illinois Disp LLC [member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Current assets | 902,868 | 902,868 | 3,738,868 | ||
Non-current assets | 3,391,185 | 3,391,185 | 3,657,392 | ||
Current liabilities | 5,404,327 | 5,404,327 | 336,970 | ||
Non-current liabilities | 425,678 | 425,678 | 461,926 | ||
Noncontrolling interests | (767,976) | (767,976) | 3,173,683 | ||
Equity attributable to Green Thumb Industries Inc. | (767,976) | (767,976) | 3,173,683 | ||
Revenues | 6,330,859 | 5,224,583 | 18,274,669 | 13,170,514 | |
Net income attributable to noncontrolling interests | 1,016,881 | 897,494 | 2,658,340 | 2,170,912 | |
Net income attributable to Green Thumb Industries Inc. | 1,016,882 | 897,494 | 2,658,340 | 2,170,913 | |
Other Non material VIEs [member] | |||||
Variable Interest Entity [Line Items] | |||||
Net income | 1,071,224 | 480,421 | 2,627,963 | 980,852 | |
Other Non material VIEs [member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Current assets | 1,318,258 | 1,318,258 | 2,592,803 | ||
Non-current assets | 1,822,624 | 1,822,624 | 2,281,839 | ||
Current liabilities | 368,221 | 368,221 | 1,563,224 | ||
Non-current liabilities | 720,001 | 720,001 | 783,356 | ||
Noncontrolling interests | 664,434 | 664,434 | 363,413 | ||
Equity attributable to Green Thumb Industries Inc. | 1,388,226 | 1,388,226 | $ 2,260,773 | ||
Revenues | 3,981,488 | 2,695,781 | 11,115,034 | 6,778,501 | |
Net income attributable to noncontrolling interests | 358,742 | 185,452 | 1,026,385 | 319,511 | |
Net income attributable to Green Thumb Industries Inc. | $ 712,482 | $ 294,969 | $ 1,601,578 | $ 661,341 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) | Sep. 01, 2021USD ($)shares |
Variable Interest Entity Consolidated Carrying Amount Of Assets And Liabilities [Abstract] | |
Issuance of shares for redemption of noncontrolling interests | shares | 136,075 |
Cash payments for noncontrolling interest | $ 850,000 |
Fair value of shares issued for purchase of noncontrolling interest | $ 4,070,003 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Revenues (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 233,676,881 | $ 157,103,841 | $ 649,979,277 | $ 379,346,367 |
Depreciation and Amortization | 17,173,066 | 11,534,876 | 47,239,479 | 38,479,960 |
Income Taxes | 37,319,988 | 28,436,332 | 98,202,898 | 56,964,047 |
Operating Segments [Member] | Consumer Packaged Goods Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 121,073,396 | 74,702,069 | 343,014,324 | 177,355,614 |
Depreciation and Amortization | 9,132,095 | 10,029,857 | 25,546,006 | 33,089,808 |
Income Taxes | 16,017,796 | 12,928,449 | 42,951,572 | 23,553,449 |
Operating Segments [Member] | Retail Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 161,016,450 | 111,948,115 | 441,241,047 | 275,451,137 |
Depreciation and Amortization | 8,040,971 | 1,505,019 | 21,693,473 | 5,390,152 |
Income Taxes | 21,302,192 | 15,507,883 | 55,251,326 | 33,410,598 |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (48,412,965) | (29,546,343) | (134,276,094) | (73,460,384) |
Depreciation and Amortization | 0 | 0 | 0 | 0 |
Income Taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill | $ 597,483,954 | $ 382,697,467 |
Intangible Assets Net | 549,184,352 | 406,242,034 |
Consumer Packaged Goods Segment [Member] | ||
Goodwill | 350,660,586 | 252,016,532 |
Retail Segment [Member] | ||
Goodwill | 246,823,368 | 130,680,935 |
Operating Segments [Member] | Consumer Packaged Goods Segment [Member] | ||
Goodwill | 350,660,586 | 252,016,532 |
Intangible Assets Net | 270,549,090 | 211,303,718 |
Operating Segments [Member] | Retail Segment [Member] | ||
Goodwill | 246,823,368 | 130,680,935 |
Intangible Assets Net | $ 278,635,262 | $ 194,938,316 |