Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 05, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
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, State or Province | BC | |
Subordinate Voting Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(g) Security | Subordinate Voting Shares | |
Entity Common Stock, Shares Outstanding | 175,040,286 | |
Multiple Voting Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(g) Security | Multiple Voting Shares | |
Entity Common Stock, Shares Outstanding | 6,779,300 | |
Super Voting Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(g) Security | Super Voting Shares | |
Entity Common Stock, Shares Outstanding | 31,203,100 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and Cash Equivalents | $ 78,091,073 | $ 46,667,334 |
Accounts Receivable | 13,121,285 | 7,530,253 |
Inventories | 55,164,258 | 46,034,481 |
Prepaid Expenses | 6,990,373 | 6,780,657 |
Other Current Assets | 5,692,248 | 2,049,886 |
Total Current Assets | 159,059,237 | 109,062,611 |
Property and Equipment, Net | 177,725,092 | 155,596,675 |
Right of Use Assets, Net | 99,447,497 | 63,647,812 |
Investments | 22,210,999 | 14,068,821 |
Investment in Associate | 11,750,000 | 10,350,000 |
Notes Receivable | 815,937 | |
Intangible Assets, Net | 409,655,517 | 435,246,898 |
Goodwill | 373,081,716 | 375,084,991 |
Deposits and Other Assets | 1,684,389 | 3,662,879 |
TOTAL ASSETS | 1,254,614,447 | 1,167,536,624 |
Current Liabilities: | ||
Accounts Payable | 10,988,374 | 8,745,821 |
Accrued Liabilities | 46,311,550 | 37,184,406 |
Current Portion of Notes Payable | 301,027 | 206,675 |
Current Portion of Lease Liabilities | 4,654,032 | 3,833,268 |
Liability for Acquisition of Noncontrolling Interest | 0 | 5,500,000 |
Contingent Consideration Payable | 27,100,000 | 50,391,181 |
Income Tax Payable | 16,543,826 | 5,505,904 |
Total Current Liabilities | 105,898,809 | 111,367,255 |
Long-Term Liabilities: | ||
Lease Liabilities, Net of Current Portion | 102,408,462 | 61,115,737 |
Notes Payable, Net of Current Portion and Debt Discount | 96,758,233 | 91,140,194 |
Contingent Consideration Payable | 9,215,360 | 8,545,558 |
Warrant Liability | 18,513,000 | 15,879,843 |
Deferred Income Taxes | 41,744,283 | 36,279,361 |
TOTAL LIABILITIES | 374,538,147 | 324,327,948 |
COMMITMENTS AND CONTINGENCIES | ||
SHARE HOLDERS' EQUITY | ||
Share Capital | 1,041,770,917 | 980,638,701 |
Contributed Surplus | 1,656,498 | 3,960,854 |
Deferred Share Issuances | 1,835,331 | 16,587,798 |
Accumulated Deficit | (167,963,430) | (160,491,590) |
Equity of Green Thumb Industries Inc. | 877,299,316 | 840,695,763 |
Noncontrolling interests | 2,776,984 | 2,512,913 |
TOTAL SHAREHOLDERS' EQUITY | 880,076,300 | 843,208,676 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 1,254,614,447 | 1,167,536,624 |
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, 2020 | Dec. 31, 2019 | |
Subordinate Voting Shares [Member] | ||
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 162,999,921 | 128,999,964 |
Common Stock, Shares, Outstanding | 162,999,921 | 128,999,964 |
Multiple Voting Shares [Member] | ||
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 120,910 | 373,350 |
Common Stock, Shares, Outstanding | 120,910 | 373,350 |
Super Voting Shares [Member] | ||
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 379,336 | 402,289 |
Common Stock, Shares, Outstanding | 379,336 | 402,289 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues, net of discounts | $ 157,103,841 | $ 67,990,907 | $ 379,346,367 | $ 140,630,847 |
Cost of Goods Sold, net | (70,146,676) | (35,849,783) | (175,707,874) | (74,196,750) |
Gross Profit | 86,957,165 | 32,141,124 | 203,638,493 | 66,434,097 |
Expenses: | ||||
Selling, General, and Administrative | 49,745,979 | 30,764,406 | 144,823,947 | 88,013,769 |
Total Expenses | 49,745,979 | 30,764,406 | 144,823,947 | 88,013,769 |
Income (Loss) From Operations | 37,211,186 | 1,376,718 | 58,814,546 | (21,579,672) |
Other Income (Expense): | ||||
Other Income (Expense), net | 6,432,883 | (6,585,540) | 7,501,566 | (7,969,433) |
Interest Income, net | 5,397 | 407,509 | 109,922 | 1,300,233 |
Interest Expense, net | (4,460,125) | (5,912,290) | (14,236,475) | (11,762,222) |
Total Other Income (Expense) | 1,978,155 | (12,090,321) | (6,624,987) | (18,431,422) |
Income (Loss) Before Provision for Income Taxes And Non-Controlling Interest | 39,189,341 | (10,713,603) | 52,189,559 | (40,011,094) |
Provision For Income Taxes | 28,436,332 | 3,624,333 | 56,964,047 | 4,706,000 |
Net Income (Loss) Before Non-Controlling Interest | 10,753,009 | (14,337,936) | (4,774,488) | (44,717,094) |
Net Income Attributable to Non-Controlling Interest | 1,109,080 | 252,857 | 2,697,352 | 328,804 |
Net Income (Loss) Attributable To Green Thumb Industries Inc. | $ 9,643,929 | $ (14,590,793) | $ (7,471,840) | $ (45,045,898) |
Net Income (Loss) per share - basic | $ 0.04 | $ (0.07) | $ (0.04) | $ (0.24) |
Net Income (Loss) per share - diluted | $ 0.04 | $ (0.07) | $ (0.04) | $ (0.24) |
Weighted average number of shares outstanding - basic | 211,990,405 | 204,709,085 | 210,127,323 | 184,851,805 |
Weighted average number of shares - outstandingdiluted | 214,212,292 | 204,709,085 | 210,127,323 | 184,851,805 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Total | Share Capital [Member] | Shares To Be Issued [Member] | Contributed Surplus [Member] | Deferred Share Issuance [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2018 | $ 342,186,880 | $ 397,590,465 | $ 27,773,234 | $ 14,202,659 | $ 0 | $ (100,876,937) | $ 3,497,459 |
Adoption of ASC 842, Leases | (498,246) | 0 | 0 | 0 | 0 | (498,246) | 0 |
Noncontrolling interests adjustment for change in ownership | 4,200,382 | 27,773,234 | (27,773,234) | 4,200,382 | 0 | 0 | 0 |
Contributions from limited liability company unit holders | 1,650,000 | 0 | 0 | 0 | 0 | 0 | 1,650,000 |
Issuance of shares under business combinations and investments | 485,755,272 | 509,568,665 | 0 | (23,813,393) | 0 | 0 | 0 |
Reciprocal derivative instrument | (4,526,401) | 0 | 0 | (4,526,401) | 0 | 0 | 0 |
Issuance of shares for redemption of noncontrolling interests | 25,068,847 | 29,889,374 | 0 | (4,820,527) | 0 | 0 | 0 |
Deferred share issuances | 16,587,798 | 0 | 0 | 0 | 16,587,798 | 0 | 0 |
Stock based compensation | 13,324,083 | 0 | 0 | 13,324,083 | 0 | 0 | 0 |
Shares withheld in lieu of cash | (125,060) | 0 | 0 | (125,060) | 0 | 0 | 0 |
Distributions to third party and limited liability company unit holders | (7,516,061) | 0 | 0 | 0 | 0 | 0 | (7,516,061) |
Net (loss) income | (44,717,094) | 0 | 0 | 0 | 0 | (45,045,898) | 328,804 |
Ending balance at Sep. 30, 2019 | 831,390,400 | 964,821,738 | 0 | (1,558,257) | 16,587,798 | (146,421,081) | (2,039,798) |
Beginning balance at Jun. 30, 2019 | 830,103,975 | 950,736,500 | 0 | (4,997,380) | 16,587,798 | (131,830,288) | (392,655) |
Issuance of shares under business combinations and investments | 14,085,326 | 14,085,238 | 0 | 88 | 0 | 0 | 0 |
Stock based compensation | 3,564,095 | 0 | 0 | 3,564,095 | 0 | 0 | 0 |
Shares withheld in lieu of cash | (125,060) | 0 | 0 | (125,060) | 0 | 0 | 0 |
Distributions to limited liability company unit holders | (1,900,000) | 0 | 0 | 0 | 0 | 0 | (1,900,000) |
Net (loss) income | (14,337,936) | 0 | 0 | 0 | 0 | (14,590,793) | 252,857 |
Ending balance at Sep. 30, 2019 | 831,390,400 | 964,821,738 | 0 | (1,558,257) | 16,587,798 | (146,421,081) | (2,039,798) |
Beginning balance at Dec. 31, 2019 | 843,208,676 | 980,638,701 | 0 | 3,960,854 | 16,587,798 | (160,491,590) | 2,512,913 |
Contributions from limited liability company unit holders | 50,000 | 0 | 0 | 0 | 0 | 0 | 50,000 |
Issuance of shares under business combinations and investments | (153,929) | 2,524,560 | 0 | (2,678,489) | 0 | 0 | 0 |
Issuance of shares for redemption of noncontrolling interests | 5,350,000 | 20,078,940 | 0 | (14,728,940) | 0 | 0 | 0 |
Exercise of options and warrants | 656,096 | 890,436 | 0 | (234,340) | 0 | 0 | 0 |
Stock based compensation | 15,209,518 | 0 | 0 | 15,209,518 | 0 | 0 | 0 |
Distribution of contingent consideration | 22,885,813 | 22,885,813 | 0 | 0 | 0 | 0 | 0 |
Distribution of deferred shares | 0 | 14,752,467 | 0 | 0 | (14,752,467) | 0 | 0 |
Issueance of warrants | 181,272 | 0 | 0 | 181,272 | 0 | 0 | 0 |
Distributions to third party and limited liability company unit holders | (2,536,658) | 0 | 0 | (53,377) | 0 | 0 | (2,483,281) |
Net (loss) income | (4,774,488) | 0 | 0 | 0 | 0 | (7,471,840) | 2,697,352 |
Ending balance at Sep. 30, 2020 | 880,076,300 | 1,041,770,917 | 0 | 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 | 0 | 6,545,712 | 15,280,000 | (177,607,359) | 2,367,904 |
Noncontrolling interests adjustment for change in ownership | 5,700,000 | 0 | 0 | 5,700,000 | 0 | 0 | 0 |
Issuance of shares for redemption of noncontrolling interests | 5,350,000 | 20,078,940 | 0 | (14,728,940) | 0 | 0 | 0 |
Exercise of options and warrants | 448,424 | 744,332 | 0 | (295,908) | 0 | 0 | 0 |
Stock based compensation | 4,435,634 | 0 | 0 | 4,435,634 | 0 | 0 | 0 |
Distribution of contingent consideration | 2,690,914 | 2,690,914 | 0 | 0 | 0 | 0 | 0 |
Distribution of deferred shares | 0 | 13,444,669 | 0 | 0 | (13,444,669) | 0 | 0 |
Distributions to third party and limited liability company unit holders | (700,000) | 0 | 0 | 0 | 0 | 0 | (700,000) |
Net (loss) income | 10,753,009 | 0 | 0 | 0 | 0 | 9,643,929 | 1,109,080 |
Ending balance at Sep. 30, 2020 | $ 880,076,300 | $ 1,041,770,917 | $ 0 | $ 1,656,498 | $ 1,835,331 | $ (167,963,430) | $ 2,776,984 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net loss attributable to Green Thumb Industries Inc. | $ (7,471,840) | $ (45,045,898) |
Net income attributable to non-controlling interest | 2,697,352 | 328,804 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 38,479,960 | 17,528,891 |
Amortization of operating lease assets | 18,987,980 | 4,229,889 |
Loss on disposal of property and equipment | 29,858 | |
(Gain) loss from investment in associate | 56,423 | |
Bad debt expense | 315,798 | |
Deferred income taxes | 4,377,000 | (5,712,000) |
Stock based compensation | 15,209,520 | 13,324,083 |
Decrease (increase) in fair value of investments | (9,542,178) | 886,002 |
Changes in value of liabilities related to put option and purchase of noncontrolling interests | (823,550) | |
Interest on contingent consideration payable and acquisition liabilities | 998,842 | 3,258,804 |
Decrease in fair value of contingent consideration | (425,424) | |
Increase in fair value of warrant liability | 2,060,771 | |
Decrease in fair value of note receivable | 815,937 | 7,424,727 |
Amortization of debt discount | 4,048,531 | 2,100,738 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,616,054) | 1,165,271 |
Inventories | (9,129,777) | (9,478,848) |
Prepaid expenses and other current assets | (4,142,854) | (3,237,772) |
Deposits and other assets | 1,567,458 | 1,045,821 |
Accounts payable | 2,242,553 | 1,707,947 |
Accrued liabilities | 13,609,399 | 14,451,557 |
Operating lease liabilities | (12,674,176) | (4,184,228) |
Income tax payable | 14,617,544 | 260,535 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 71,056,200 | (712,804) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (49,221,442) | (66,875,245) |
Proceeds from disposal of assets | 11,799,025 | |
Repayment of debenture investments | 3,000,000 | |
Purchase of businesses, net of cash acquired | (108,067,892) | |
NET CASH USED IN INVESTING ACTIVITIES | (37,422,417) | (171,943,137) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Contributions from limited liability company unit holders | 50,000 | 1,650,000 |
Distributions to third parties and limited liability company unit holders | (2,536,658) | (7,516,061) |
Proceeds from exercise of options and warrants | 656,096 | |
Proceeds from issuance of notes payable | 117,435,724 | |
Payment for purchase of noncontrolling interest | (150,000) | |
Principal repayment of notes payable | (229,482) | (18,778,140) |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (2,210,044) | 92,791,523 |
CASH, CASH EQUIVALENTS AND RESTRICED CASH: | ||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 31,423,739 | (79,864,418) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 46,667,334 | 145,986,072 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 78,091,073 | 66,121,654 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid | 9,418,727 | 5,964,621 |
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Accrued capital expenditures | (6,798,187) | 4,232,914 |
Noncash increase in right of use asset | (36,854,352) | (22,233,609) |
Noncash increase in lease liability | $ 36,854,352 | 22,731,855 |
Net liability upon adoption of ASC 842, Leases | (498,246) | |
Exercise of put option | $ 4,200,382 | |
Warrants attributable to debt issuance | 753,658 | 0 |
Mortgages associated with dispensaries | $ 2,647,000 | |
Liability for purchase of noncontrolling interest | (5,350,000) | |
Liability associated with acquisition agreement | 2,000,000 | |
Issuance of shares under acquisition agreement | (22,485,670) | $ (485,476,925) |
Deferred share issuances | (14,752,467) | 16,587,798 |
Inventory | 13,602,245 | |
Accounts receivable | 2,117,412 | |
Property and equipment | 80,615 | 17,341,103 |
Right of use assets | 4,154,672 | |
Identifiable intangible assets | (145,000) | 305,625,592 |
Goodwill | (2,003,275) | 393,278,807 |
Deposits and other assets | 603,988 | 1,694,533 |
Liabilities assumed | (1,302,604) | (9,489,616) |
Lease liabilities | (4,154,672) | |
Equity interests issued | 503,389 | (485,476,925) |
Contingent liabilities | (52,864,000) | |
Deferred share issuances | (16,587,798) | |
Conversion of note receivable previously issued | (27,025,800) | |
Acquisition liability | (228,813) | (1,630,893) |
Deferred income taxes | 2,491,700 | (32,448,100) |
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed) | 0 | |
RECONCILIATION OF CASH, AND CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and cash equivalents | 75,116,621 | 66,121,654 |
Restricted cash | 2,974,452 | |
TOTAL CASH, AND CASH EQUIVALENTS AND RESTRICED CASH | $ 78,091,073 | $ 66,121,654 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
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”) is promoting well-being through the power of cannabis through branded consumer packaged goods and people-first retail experiences, 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, incredibles, Rythm and The Feel Collection, primarily 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 of retail cannabis stores n m nam On June 12, 2018, the Company completed a reverse takeover transaction (“RTO”) as further described in Note 3 of Green Thumb’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on April 15, 2020 (“2019 Form 10-K”). Following the RTO, the Company was listed on the Canadian Securities Exchange (the “CSE”) under ticker symbol “GTII” and on the OTCQX, part of the OTC Markets Group, under the ticker “GTBIF”. The Company’s registered office is located at 885 West Georgia Street, Suite 2200, Vancouver, British Columbia, V6C 3E8, Canada. The Company’s U.S. headquarters are at 325 W. Huron St., Suite 700 (b) Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of Green Thumb Industries Inc. 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 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 and combined financial statements and accompanying notes included in the 2019 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. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2020. (c) Significant Accounting Policies There have been no changes to the Company’s significant accounting policies as described in Note 2 of the Company’s 2019 Form 10-K. (d) Earnings (Loss) per Share Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to shareholders by the weighted average number of common shares (Subordinate Voting Shares, Multiple Voting Shares on an as converted basis, and Super Voting Shares on an as converted basis) 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 basic earnings (loss) per share calculations. Diluted earnings (loss) 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. At September 30, 2020, the Company had 5,782,599 options, 688,507 restricted stock units and 2,520,794 warrants outstanding. At September 30, 2019, the Company had 6,031,833 options, 1,479,038 restricted stock units and 2,041,735 warrants outstanding. In order to determine diluted earnings (loss) 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 loss per share calculation excludes any potential exercise of restricted stock units, stock options or warrants that would decrease loss per share. For the three months ended September 30, 2020, the computation of diluted loss per share included 1,928,946 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 three months ended September 30, 2019 and nine months ended September 30, 2020 and 2019 because their impact was anti-dilutive. (e) Recently Adopted Accounting Standards (i) In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which replaces the incurred loss model with a current expected credit loss (“CECL”) model and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. This standard applies to financial assets, measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases and trade accounts receivable. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings in the period of adoption. The Company adopted the new standard in the first quarter of 2020. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (ii) In January 2017, the FASB issued Accounting Standards Update No. 2017-04 “Intangibles— Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which simplifies the accounting for goodwill impairment. ASU 2017-04 requires entities to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (Step 1 under the current impairment test). The standard eliminates Step 2 from the current goodwill impairment test, which included determining the implied fair value of goodwill and comparing it with the carrying amount of that goodwill. ASU 2017-04 must be applied prospectively and is effective in the first quarter of 2020. Early adoption is permitted. The Company adopted the new standard in the first quarter of 2020. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (iii) In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820)(“ASU 2018-13”). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. The Company adopted the new standard in the first quarter of 2020. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (f) Recently Issued Accounting Standards (i) In December 2019, the FASB issued 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. ASU 2019-12 is effective for the Company beginning January 1, 2021. The Company is currently evaluating the effect of adopting this ASU on the Company’s 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. ASU 2020-01 is effective for the Company beginning January 1, 2021. The Company is currently evaluating the effect of adopting this ASU on the Company’s financial statements. (iii) On August 5, 2020, the FASB issued Accounting Standards Update 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, (g) Coronavirus Pandemic In March 2020, the World Health Organization categorized coronavirus disease 2019 (“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 is implementing and evaluating 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; assessment of the annual effective tax rate; 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 2020, the uncertain nature of the spread of COVID-19 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 an business its |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 2. INVENTORIES The Company’s inventories include the following at September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Raw Material $ 3,603,977 $ 6,375,032 Packaging and Miscellaneous 6,173,017 4,887,970 Work in Process 24,945,006 20,162,723 Finished Goods 22,430,016 16,640,629 Reserve for Obsolete Inventory (1,987,758 ) (2,031,873 ) Total Inventories $ 55,164,258 $ 46,034,481 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. PROPERTY AND EQUIPMENT At September 30, 2020, property and equipment consisted of the following: Cost Land Buildings and Equipment, and Furniture Leasehold Capitalized Assets Under Total As at January 1, 2020 $ 3,272,439 $ 33,377,471 $ 35,509,871 $ 68,681,497 $ 2,500,000 $ 21,372,116 $ 164,713,394 Additions 586.867 21,128,482 4,794,342 12,413,970 342,966 6,118,878 45,385,505 Disposals (979,930 ) (4,507,086 ) — — — (6,978,389 ) (12,465,405 ) As at September 30, 2020 $ 2,879,376 $ 49,998,867 $ 40,304,213 $ 81,095,467 $ 2,842,966 $ 20,512,605 $ 197,633,494 Accumulated As at January 1, 2020 $ — $ 2,236,254 $ 3,882,178 $ 2,998,287 $ — $ — $ 9,116,719 As at September 30, 2020 $ — $ 2,939,951 $ 8,375,318 $ 8,426,333 $ 166,800 $ — $ 19,908,402 Net book value As at January 1, 2020 $ 3,272,439 $ 31,141,217 $ 31,627,693 $ 65,683,210 $ 2,500,000 $ 21,372,116 $ 155,596,675 As at September 30, 2020 $ 2,879,376 $ 47,058,916 $ 31,928,895 $ 72,669,134 $ 2,676,166 $ 20,512,605 $ 177,725,092 At December 31, 2019, property and equipment consisted of the following: Cost Land Buildings and Equipment, and Furniture Leasehold Capitalized Assets Under Total As at January 1, 2019 $ 2,243,085 $ 20,861,988 $ 11,001,498 $ 18,435,893 $ — $ 16,664,958 $ 69,207,422 Additions 4,393,030 28,217,500 23,109,209 38,002,678 2,500,000 4,678,084 100,900,501 Additions from acquisitions — — 4,253,362 12,242,926 — 29,074 16,525,362 Disposals (3,363,676 ) (15,702,017 ) $ (2,854,198 ) — — — (21,919,891 ) As at December 31, 2019 $ 3,272,439 $ 33,377,471 $ 35,509,871 $ 68,681,497 $ 2,500,000 $ 21,372,116 $ 164,713,394 Accumulated Depreciation As at January 1, 2019 $ — $ 1,351,230 $ 1,524,114 $ 1,007,998 $ — $ — $ 3,883,342 As at December 31, 2019 $ — $ 2,236,254 $ 3,882,178 $ 2,998,287 $ — $ — $ 9,116,719 Net book value As at January 1, 2019 $ 2,243,085 $ 19,510,758 $ 9,477,384 $ 17,427,895 $ — $ 16,664,958 $ 65,324,080 As at December 31, 2019 $ 3,272,439 $ 31,141,217 $ 31,627,693 $ 65,683,210 $ 2,500,000 $ 21,372,116 $ 155,596,675 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, 2020 totaled $2,003,585 and $11,193,570, respectively of which $311,315 and $5,571,477, respectively, is included in cost of goods sold. Depreciation expense for the three and nine months ended September 30, 2019 totaled $2,494,601 and $5,113,195, respectively of which $1,732,146 and $3,541,236, respectively, is included in cost of goods sold. On January 31, 2020, the Company closed a sale and lease back transaction to sell its Toledo, Ohio processing facility to Innovative Industrial Properties (“IIP”). Under the long-term agreement, the Company will lease back the facility and continue to operate and manage it. As a result of the sale, the Company disposed of $205,000 of land and $2,695,000 of construction in progress. There was no gain or loss on the sale. On March 6, 2020, the Company closed a sale and lease back transaction to sell its Oglesby, Illinois cultivation and processing facility to IIP. Under the long-term agreement, the Company will lease back the facility and continue to operate and manage it. As a result of the sale, the Company disposed of $774,930 of land, $4,507,086 of buildings and improvements and $3,813,636 of construction in progress. The Company recognized a gain on the sale of Oglesby facility of $239,096 which was recorded within other income (expense) on the unaudited interim condensed consolidated statement of operations. For further information regarding these transactions, see Note 5 - Leases. |
Intangible Assets And Goodwill
Intangible Assets And Goodwill | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 4. INTANGIBLE ASSETS AND GOODWILL 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, 2020 intangible assets consisted of the following: Licenses Tradenames Customer Non-Competition Total Cost As at January 1, 2020 $ 336,954,213 $ 97,455,590 $ 25,258,000 $ 2,585,480 $ 462,253,283 Adjustments to Purchase Price Allocation (145,000 ) 1,840,009 — — 1,695,009 As at September 30, 2020 $ 336,809,213 $ 99,295,599 $ 25,258,000 $ 2,585,480 $ 463,948,292 Accumulated Amortization As at January 1, 2020 $ 18,477,500 $ 4,121,800 $ 3,932,416 $ 474,669 $ 27,006,385 Amortization 17,701,556 6,412,282 2,777,802 394,750 27,286,390 As at September 30, 2020 $ 36,179,056 $ 10,534,082 $ 6,710,218 $ 869,419 $ 54,292,775 Net book value As at January 1, 2020 $ 318,476,713 $ 93,333,790 $ 21,325,584 $ 2,110,811 $ 435,246,898 As at September 30, 2020 $ 300,630,157 $ 88,761,517 $ 18,547,782 $ 1,716,061 $ 409,655,517 At December 31, 2019 intangible assets consisted of the following: Licenses Tradenames Customer Non-Competition Total Cost As at January 1, 2019 $ 89,705,213 $ 360,000 $ 820,000 $ 20,480 $ 90,905,693 Additions from acquisitions 247,249,000 97,095,590 24,438,000 2,565,000 371,347,590 As at December 31, 2019 $ 336,954,213 $ 97,455,590 $ 25,258,000 $ 2,585,480 $ 462,253,283 Accumulated Amortization As at January 1, 2019 $ 2,322,715 $ — $ 204,500 $ 12,800 $ 2,540,015 Amortization 16,154,785 4,121,800 3,727,916 461,869 24,466,370 As at December 31, 2019 $ 18,477,500 $ 4,121,800 $ 3,932,416 $ 474,669 $ 27,006,385 Net book value As at January 1, 2019 $ 87,382,498 $ 360,000 $ 615,500 $ 7,680 $ 88,365,678 As at December 31, 2019 $ 318,476,713 $ 93,333,790 $ 21,325,584 $ 2,110,811 $ 435,246,898 The Company recorded amortization expense for the three and nine months ended September 30, 2020 of $9,531,290 and $27,286,390, respectively, and for the three and nine months ended September 30, 2019 of $5,419,212, and $12,415,696, respectively. During the second quarter of 2020, the Company recorded a measurement period adjustment in connection with its June 27, 2019 acquisition of MC Brands, LLC of $1,840,009 which increased intangible assets and share capital. The remainder of the adjustments to purchase price allocations relate to the finalization of several 2019 acquisitions. In addition, the Company reviewed the estimated useful lives of its intangible assets as part of the Company’s plans to rebrand one of its retail stores. Based on that review, the Company determined that certain intangible assets associated with the Company’s retail tradenames have a useful life shorter than initially estimated. Beginning July 1, 2020, the Company adjusted the useful life of its retail tradename associated with the acquisition of Essence from 15 years to 7 years. The change in useful life was made as a prospective adjustment and resulted in an increase in amortization expense of $1,266,880 for the remainder of 2020, $5,067,520 annually for years 2021 through 2024, and a net reduction in amortization expense of $21,536,960 thereafter. The following table outlines the estimated annual amortization expense related to intangible assets as of September 30, 2020 and illustrates the effect of the change in useful life of the Essence tradename discussed above: Year Ending December 31, Estimated Amortization (Prior to Increase Useful Life Estimated (After Change Remainder of 2020 $ 8,426,261 $ 1,266,880 $ 9,693,141 2021 33,705,044 5,067,520 38,772,564 2022 33,274,305 5,067,520 38,341,825 2023 33,191,489 5,067,520 38,259,009 2024 32,610,156 5,067,520 37,677,676 Thereafter 268,448,262 (21,536,960 ) 246,911,302 $ 409,655,517 $ — $ 409,655,517 Goodwill At September 30, 2020, Goodwill consisted of the following: Retail Consumer Total As at January 1, 2020 $ 119,873,759 $ 255,211,232 $ 375,084,991 Adjustments to Purchase Price Allocations 1,191,425 (3,194,700 ) (2,003,275 ) As at September 30, 2020 $ 121,065,184 $ 252,016,532 $ 373,081,716 At December 31, 2019, Goodwill consisted of the following: Retail Consumer Total As at January 1, 2019 $ 15,286,360 $ 23,918,000 $ 39,204,360 Acquisition of Advanced Grow Labs, LLC 16,756,250 44,572,349 61,328,599 Acquisition of Integral Associates, LLC 46,655,753 69,323,570 115,979,323 Other Acquisitions 32,936,590 120,963,598 153,900,188 Adjustments to Purchase Price Allocations 8,238,808 (3,566,285 ) 4,672,523 As at December 31, 2019 $ 119,873,759 $ 255,211,232 $ 375,084,991 During the nine months ended September 30, 2020, the Company recorded measurement period adjustments resulting in a net decrease in goodwill of $2,003,275 associated with |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | 5. LEASES (a) Operating Leases Under Accounting Standards Update No. 2016-02 In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842) (“ASU 2016-02”), which requires lessees to put most leases on the balance sheet but recognize expense on the income statement in a manner similar to current accounting. On January 1, 2019, the Company adopted the ASU 2016-02 and all related amendments, using the optional transition method (modified retrospective approach) applied to leases at the adoption date. Under the modified retrospective approach, comparative periods have not been restated and continue to be reported under the accounting standards in effect for those periods. Additionally, an adjustment was recorded to accumulated deficit to account for the initial adoption of the standard. For additional information regarding the adoption of ASU 2016-02, 10-K . Other information related to operating leases as of and for the three and nine months ending September 30, 2020 were as follows: As of September 30, 2020 Weighted average remaining lease term 10.81 Weighted average discount rate 13.2 % Maturities of lease liabilities for operating leases as of September 30, 2020 were as follows: Maturities of Lease Liability Third Party Related Party Total Remainder of 2020 $ 4,767,957 $ 322,287 $ 5,090,244 2021 22,243,662 1,307,183 23,550,845 2022 22,285,836 1,337,130 23,622,966 2023 22,092,882 1,367,771 23,460,653 2024 21,387,294 1,255,714 22,643,008 2025 and Thereafter 183,998,689 10,345,330 194,344,019 Total Lease Payments 276,776,320 15,935,415 292,711,735 Less: Interest (177,811,636 ) (7,837,605 ) (185,649,241 ) Present Value of Lease Liability $ 98,964,684 $ 8,907,810 $ 107,062,494 For the three and nine months ended September 30, 2020 the Company recorded operating lease expense of $6,590,553 and $19,021,190, respectively. For the three and nine months ended September 30, 2019, the Company recorded operating lease expenses of $1,962,561 and $4,229,889, respectively. (b) Related Party Operating Leases The Company entered into related party transactions with respect to its leasing arrangements for certain facilities in Florida, Illinois, 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 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, 2020, the Company recorded lease expense of $157,076 and $601,753, respectively, associated with these leasing arrangements. For the three and nine month ended September 30, 2019, the Company recorded operating lease expenses of $148,226 and $339,961, respectively, associated with these leasing arrangements. On June 5, 2020, a wholly owned subsidiary of the Company purchased the building and building improvements of the Company’s dispensary located in Joliet, Illinois for $1,814,000 from Mosaic Real Estate Joliet, LLC. The transaction resulted in the termination of the Illinois related party leasing arrangement. For additional information see Note 6 – Notes Payable. In connection with the Company’s acquisition of Integral Associates, LLC, the Company, through a subsidiary, leases property from Durango Teco Partners, LLC, which commenced on June 27, 2020 for an Essence retail store in Nevada. Durango Teco Partners, LLC is owned in part by Armenco Capital LLC, which is in turn owned in part by Alejandro Yemenidjian, a former owner of Integral Associates, LLC and a current director of the Company. The lease has a ten year term. For the three and nine months ended September 30, 2020, the Company recorded lease expense of $58,332 and $77,776, respectively, associated with this lease. (c) Sales Lease Back Transactions On January 31, 2020, the Company closed on a sale and lease back transaction to sell its Toledo, Ohio processing facility to IIP. Under a long-term agreement, the Company has leased back the facility and continues to operate and manage it. The purchase price for the property was $2,900,000, excluding transaction costs. The Company is making certain improvements to the property that will significantly enhance production capacity, for which IIP has agreed to provide reimbursement of up to $4,300,000. Following the end of the third quarter of 2020, on On March 6, 2020, the Company closed on a sale and lease back transaction to sell its Oglesby, Illinois cultivation and processing facility to IIP. Under a long-term agreement, the Company has leased back the facility and continues to operate and manage it. The purchase price for the property was $9,000,000, excluding transaction costs. The Company is making certain improvements to the property that will significantly enhance production capacity, for which IIP has agreed to provide reimbursement of up to $41,000,000. Assuming full reimbursement for such improvements, IIP’s total investment in the property will be $50,000,000. The lease has a term of 16 years and was recorded as an operating lease and resulted in a right of use asset and related lease liability of $26,828,221 and was recorded net of the improvements allowance of $41,000,000. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. NOTES PAYABLE At September 30, 2020 and December 31, 2019, notes payable consisted of the following: September 30, December 31, In connection with an acquisition completed in 2017, the Company is required to make quarterly charitable contributions of $50,000 through October 2024. The net present value of these required payments has been recorded as a liability with an interest rate of 2.17%. $ 763,284 $ 970,957 Private placement debt dated May 22, 2019, in the original amount of $105,466,429 with an interest rate of 12.00%, matures on May 22, 2023. The debt was issued at a discount, the carrying value of which is $11,618,400 as of September 30, 2020 93,848,029 90,375,912 Rise Joliet mortgage dated June 5, 2020, in the original amount of $1,814,000 with an interest rate of 5.00%, matures on June 5, 2035. The debt was issued at a discount, the carrying value of which is $177,244 as of September 30, 2020. 1,616,606 — Rise Lakewood mortgage dated August 20, 2020, in the original amount of $833,000 with an interest rate of 7.25%, matures on August 20, 2025. 831,341 — Total notes payable 97,059,260 91,346,869 Less: current portion of notes payable (301,027 ) (206,675 ) Notes payable, net of current portion $ 96,758,233 $ 91,140,194 (a) Extension of Private Placement Financing On May 21, 2020, the Company exercised its option to extend the maturity date of its senior secured notes (the “Notes”) pursuant to the Note Purchase Agreement, dated May 22, 2019, as amended (the “Note Purchase Agreement”) for an additional year. Following this exercise, which was in the Company’s sole discretion under the Note Purchase Agreement, the new maturity date for the Notes is May 22, 2023. (b) Mortgage on Joliet, Illinois Dispensary On June 5, 2020, the Company closed on a secured promissory note (the “Mortgage”) of $1,814,000. The Mortgage bears interest of 5% per annum and matures on June 5, 2035. The Mortgage provided by the lender was used to purchase the building and building improvements of one of the Company’s dispensaries located in Joliet, Illinois that the Company previously leased from Mosaic Real Estate Joliet, LLC, a related party. As part of the transaction, the Company issued 35,000 warrants valued at $181,272 (c) Mortgage on Lakewood, Ohio Dispensary On August 20, 2020, the Company closed on a secured promissory note (the “Lakewood Mortgage”) of $833,000. The Lakewood Mortgage bears interest of 7.25% per annum and matures on August 20, 2025. The Lakewood Mortgage provided by the lender was used to purchase the land, building and building improvements of one of the Company’s dispensaries located in Lakewood, Ohio that the company previously leased. (d) Related Parties The private placement debt is held by related parties as well as unrelated third-party lenders at a percentage of approximately 1% and 99%, |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 7. WARRANTS As part of the Company’s private placement financing and Mortgage on the Joliet, Illinois dispensary, the Company issued warrants to related parties, as well as un-related The following table summarizes the number warrants outstanding as of September 30, 2020 and December 31, 2019: Number of Weighted Weighted Number Weighted Weighted Liability Classified Equity Classified Balance as at December 31, 2019 2,406,811 C$ 18.59 4.86 - $ - - Additional Modification Warrants 84,924 14.03 5.00 - - - Dispensary Mortgage Warrants - - - 35,000 9.10 5.00 Warrants Exercised (5,941 ) 12.42 5.00 - - - Balance as at September 30, 2020 2,485,794 C$ 18.45 4.87 35,000 $ 9.10 5.00 (a) Additional Modification Warrants As part of the November 9, 2019 modification of the Notes, the Company agreed to issue 84,924 additional warrants by May 22, 2020 to participating lenders in the event the Company decided to raise additional capital or to the original lenders involved in the May 22, 2019 private placement financing in the event the Company did not. On May 21, 2020, the Company issued the warrants to the original lenders involved in the private placement financing which allows the holder to purchase 84,924 Subordinate Voting Shares. The warrants are denominated in CAD. Upon issuance, the Company recorded an additional amount to debt discount with a corresponding amount to the warrant liability of $572,387, which was measured at fair value using the following assumptions: Significant Assumptions May 21, 2020 (Date of Issuance) Volatility 100 % Remaining Term 5 years Risk Free Rate 0.42 % (b) Dispensary Mortgage Warrants On June 5, 2020, as part of the $1,814,000 promissory note, the Company issued warrants that allow the promissory noteholder to purchase 35,000 Subordinate Voting Shares. These warrants are denominated in USD, which is the Company’s functional currency. As such, upon issuance, the Company recorded an additional amount to debt discount with a corresponding amount to contributed surplus of $181,272 which was measured at fair value using a Black Scholes Options Pricing model. The Company did not incur any other material fees related to the promissory note. (c) Liability Classified Warrants Outstanding The following table summarizes the fair value of the liability classified warrants at September 30, 2020 and December 31, 2019: Warrant Liability Strike Warrants September 30, 2020 December 31, Bridge Financing Warrants C$ 22.90 218,964 $ 1,065,000 $ 1,385,400 Private Placement Financing Warrants C$ 19.39 1,822,771 13,457,000 12,189,169 Modification Warrants C$ 12.04 360,256 3,251,500 2,305,274 Additional Modification Warrants C$ 14.03 83,803 739,500 — Totals 2,485,794 $ 18,513,000 $ 15,879,843 During the three and nine months ended September 30, 2020, the Company recorded a loss of $3,181,114 and a loss of $2,060,770, 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 (s ) Significant Assumptions September 30, 2020 December 31, 2019 Volatility 85.36 89.50 % 117.43 123.64 % Remaining Term 2.03 - 4.64 2.78 Risk Free Rate 0.25 0.34 % 1.68% - 1.69 % (e) Equity Classified Warrants Outstanding The following table summarizes the fair value of the equity classified warrants at September 30, 2020 and December 31, 2019: Warrants Included in Contributed Surplus Strike Warrants September 30, 2020 December 31, Dispensary Mortgage Warrants $ 9.10 35,000 $ 181,272 $ — The following table summarizes the significant assumptions used in determining the fair value of the equity classified warrants as of each reporting date: Significant Assumptions September 30, 2020 December 31, 2019 Volatility 80 % — Remaining Term 5 years — Risk Free Rate 0.37 % — |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2020 and September 30, 2019: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Income/(Loss) before Income Taxes $ 39,189,341 $ (10,713,603 ) $ 52,189,559 (40,011,094 ) Income Tax Expense $ 28,436,332 $ 3,624,333 $ 56,964,047 4,706,000 Effective Tax Rate 72.6 % -33.8 % 109.1 % -11.8 % Historically, the Company has calculated its provision for income taxes during its interim reporting periods by applying an estimate of the annual effective tax rate for the full year “ordinary” income or loss for the respective reporting period. For the nine months ended September 30, 2020, 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 The effective tax rate for the three and nine months ended September 30, 2020 varies widely from the three and nine months ended September 30, 2019, respectively, primarily due to the Company reporting pre-tax loss in 2019 as opposed to pre-tax income in 2020. The Company incurred a large amount of expenses that were not deductible due to IRC Section 280E limitations which resulted in income tax expense being incurred while there were pre-tax losses for the three and nine months ended September 2019. 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 $16,264,727 and $2,113,263 as of September 30, 2020 and December 31, 2019, respectively, recorded within Deferred Income Taxes. The federal statute of limitation remains open for the 2017 tax year to the present. The state income tax returns generally remain open for the 2016 tax year through the present. Net operating losses arising prior to these years are also open to examination if and when utilized. Taxes paid during the nine months ended September 30, 2020 and 2019 were $37,820,228 and $10,534,408, respectively. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2020 | |
Investments [Abstract] | |
Investments | 9. INVESTMENTS The Company holds direct equity investments in cannabis companies, some of which converted from notes which matured August 1, 2020. The following table summarizes the change in the Company’s investments as of September 30, 2020: Convertible Equity Total Balance at January 1, 2020 $ 7,533,000 $ 6,535,821 $ 14,068,821 Additions — 25,000 25,000 Conversion of notes receivable (7,533,000 ) 7,533,000 — Fair value adjustment — 8,117,178 8,117,178 Balance at September 30, 2020 $ — $ 22,210,999 $ 22,210,999 As of September 30, 2020, the Company updated its valuation for the notes that converted to equity as well as certain equity investments. The equity investments were valued using a market approach using the following significant assumptions: September 30, 2020 Discount for lack of control 13% Discount for lack of marketability 10%-30% The following table summarizes the change in the Company’s investments as of December 31, 2019: Convertible Notes Equity Total Balance at January 1, 2019 $ 30,336,000 $ 10,597,283 $ 40,933,283 Fair value adjustment (1,398,000 ) (4,061,462 ) (5,459,462 ) Applied to consideration in business combination (21,405,000 ) — (21,405,000 ) Balance at December 31, 2019 $ 7,533,000 $ 6,535,821 $ 14,068,821 The calculated fair values are recorded as a Level 3 fair value investment as of September 30, 2020 and December 31, 2019. See Note 13 - Fair Value Measurements for additional details. As of December 31, 2019, the convertible notes receivable were valued using the Binomial Lattice Model, which is based on a generalized binomial option pricing formula, using the following assumptions: December 31, 2019 Risk free rate 1.58% -2.46% Equity Volatility 58% - 106% Market Yield 15% - 18% Probability of Qualified Financing 0% Probability of Sale 30% Probability of No Event 70% |
Share Capital
Share Capital | 9 Months Ended |
Sep. 30, 2020 | |
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 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 vesting periods are recorded as share capital. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with Accounting Standards Codification (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 ending September 30, 2020, the shareholders of the Company converted 252,440 Multiple Voting Shares into 25,244,000 Subordinate Voting Shares and 22,953 Super Voting Shares into 2,295,300 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, 2020, the Company had 120,910 issued and outstanding Multiple Voting Shares, which convert into 12,091,000 Subordinate Voting Shares. The Company is authorized to issue an unlimited number of Multiple Voting Shares. During the nine months ending September 30, 2020, the shareholders of the Company converted 252,440 Multiple Voting Shares into 25,244,000 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, 2020, the Company had 379,336 issued and outstanding Super Voting Shares which convert into 37,933,600 Subordinate Voting Shares. The Company is authorized to issue an unlimited number of Super Voting Shares. During the nine months ending September 30, 2020, the shareholders of the Company converted 22,953 Super Voting Shares into 2,295,300 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, 2019 128,999,964 373,350 402,289 Issuance of shares under business combinations and investments 238,450 — — Distribution of contingent consideration 2,713,463 — — Distribution of deferred shares 1,220,548 — — Issuance of shares for redemption of noncontrolling interests 1,315,789 — — Issuance of shares upon exercise of options and warrants 71,384 — — Issuances of shares upon vesting of RSUs 901,023 — — Exchange of shares 27,539,300 (252,440 ) (22,953 ) As at September 30, 2020 162,999,921 120,910 379,336 1. Issuance of Shares Under Business Combinations and Investments MC Brands, LLC On June 29, 2020, the Company issued 190,000 Subordinate Voting Shares with a value of $1,840,009 in connection with the Company’s June 27, 2019 acquisition of MC Brands, LLC. The shares issued resulted in an increase in share capital and a corresponding increase to intangible assets on the Company’s unaudited interim condensed consolidated balance sheets. KW Ventures, LLC On February 10, 2020, the Company issued 48,450 Subordinate Voting Shares which were issued at a value of $400,413 in connection with its January 1, 2019 acquisition of KW Ventures, LLC. Such shares were held back as part of the transaction and resulted in an increase in share capital and a reduction in accrued liabilities. 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 a result, the Company recorded a current obligation and corresponding reduction to contributed surplus of $2,000,000 representing the maximum value of the shares to be issuable to the former minority shareholders of GTI New Jersey, LLC. 2. Distribution of Contingent Consideration As of September 30, 2020, the Company issued 2,713,463 Subordinate Voting Shares to the previous owners of several entities in connection with acquisitions completed during 2019. Upon issuance, the Company recorded a reduction to contingent consideration payable and an increase in share capital. The following table represents the contingent shares issued as of September 30, 2020 in relation to each acquisition: Contingent Shares Issued September 30, 2020 Transaction Date of Transaction Units Value Advanced Grow Labs, LLC February 12, 2019 1,396,533 $ 11,544,855 For Success Holdings Company February 21, 2019 779,690 6,686,432 Integral Associates, LLC June 5, 2019 537,240 4,654,526 2,713,463 $ 22,885,813 3. Distribution of Deferred Shares As a result of several acquisitions that occurred during 2019, the Company held 1,367,643 deferred shares with a value of $16,587,798 as of December 31, 2019. The deferred shares were to be issued upon the passage of twelve to twenty-four (c) 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. 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 Weighted Average Weighted Average Aggregate Balance as at December 31, 2019 3,839,017 13.21 5.81 $ 218,234 Granted 2,496,511 9.76 5.00 Exercised (65,443 ) 11.02 3.98 Forfeited (487,486 ) 13.82 5.22 Balance as at September 30, 2020 5,782,599 11.69 5.53 Vested 1,635,030 13.36 6.65 Exercisable at September 30, 2020 1,516,872 13.22 6.73 $ 4,601,129 The aggregate intrinsic value in the table above represents the total pre-tax in-the-money in-the-money 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, 2020, using the following ranges of assumptions: Risk-free interest rate 0.36% - 2.33% Expected dividend yield 0% Expected volatility 80% - 100% Expected option life 3 – 10 years As the Company became publicly traded in June 2018, sufficient historical trading information was not available to determine an expected volatility rate. The volatility rate was based on comparable companies within the same industry. As permitted under ASC 718, the Company has made an accounting policy choice to account for forfeitures when they occur. The following table summarizes the number of non-vested Number of Shares Weighted Average Grant Nonvested Shares at December 31, 2019 1,399,762 9.30 Granted 254,268 12,65 Forfeited (64,500 ) 15.60 Vested (901,023 ) 14.85 Nonvested Shares at September 30, 2020 688,507 16.77 The stock-based compensation expense for the three and nine months ended September 30, 2020 and 2019 was as followed: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Stock options expense $ 2,614,273 $ 1,666,465 $ 8,209,557 $ 4,248,461 RSUs 1,821,054 1,897,630 6,999,963 9,075,622 Total Stock Based Compensation Expense $ 4,435,634 $ 3,564,095 $ 15,209,520 $ 13,324,083 As of September 30, 2020, $25,815,117 of total unrecognized expense related to Stock Based Compensation awards is expected to be recognized over a weighted-average period of 1.93 years. ( d Issuance of Shares for Redemption of Noncontrolling Interest On August 8, 2020, the Company and its joint venture partner in Ohio Investors 2017, LLC reached an agreement allowing Green Thumb to purchase the remaining noncontrolling interest in Ohio Investors 2017, LLC from the partner. As a result, on August 31, 2020, the Company issued 1,315,789 Subordinate Voting Shares with a value of $20,078,940 in consideration for the noncontrolling partner’s interest in Ohio Investors 2017, LLC. Upon the closing of the transaction, the Company recorded a reduction to the current liability established for the purchase of the noncontrolling interest of $11,200,000, an increase in share capital for the fair value of the noncontrolling partners interest of $20,078,940 and a reduction to contributed capital of $8,878,940. |
Other Income (Expense)
Other Income (Expense) | 9 Months Ended |
Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense) | 11. OTHER INCOME (EXPENSE) For the three and nine months ended September 30, 2020 and 2019 other income (expense) was comprised of the following: For the Three Months Ended September 30, For the Nine Months Ended September 2020 2019 2020 2019 Fair value adjustments on equity investments $ 8,134,213 $ (1,196,676 ) $ 8,117,178 $ (932,983 ) Fair value adjustments on variable note receivable — (5,428,542 ) (815,937 ) (7,424,727 ) Fair value adjustments on warrants issued (3,181,114 ) — (2,060,771 ) — Fair value adjustments on contingent consideration 442,991 — 425,426 — Other 1,036,793 39,678 1,835,670 388,277 Total Other Income (Expense) $ 6,432,883 $ (6,585,540 ) $ 7,501,566 $ (7,969,433 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. 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, 2020 and December 31, 2019, 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, 2020 and December 31, 2019, 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, 2020, the Company held approximately $25,600,000 of open commitments to contractors primarily associated with improvements being made to one of the Company’s cultivation and processing facilities. The Company expects to be reimbursed for approximately $22,500,000 of the open commitment as part of its sale and lease back agreement with IIP. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Fair Value Measurements | 13. 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 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 Level 2 Level 3 Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, due from related parties, investments, accounts payable and accrued liabilities, notes payable, derivative liability, liability for acquisition of noncontrolling interest and contingent consideration payable. 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, 2020 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 78,091,073 $ — $ — $ 78,091,073 Investments 675,594 — 21,535,406 22,210,999 Liability of Redemption of Noncontrolling Interest — — — — Contingent Consideration Payable — — (36,315,360 ) (36,315,360 ) Warrant Liability — — (18,513,000 ) (18,513,000 ) $ 78,766,667 $ — $ (33,292,954 ) $ 45,473,712 As of December 31, 2019 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 46,667,334 $ — $ — $ 46,667,334 Notes Receivable — — 815,937 815,937 Investments — — 14,068,821 14,068,821 Liability of Redemption of Noncontrolling Interest — — (5,500,000 ) (5,500,000 ) Contingent Consideration Payable — — (58,936,739 ) (58,936,739 ) Warrant Liability — — (15,879,843 ) (15,879,843 ) $ 46,667,334 $ — $ (65,431,824 ) $ (18,764,490 ) As of December 31, 2019, the Company held an equity investment in a privately held entity that was subsequently acquired by a publicly traded entity during the third quarter of 2020. As a result of the acquisition, the Company received shares of the acquiring entity in exchange for the shares in the privately held entity. Further, the transaction resulted in a transfer of the investment from Level 3 to Level 1. As of September 30, 2020, the value of the Level 1 investment was $675,594. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 14. 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 sheets as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Chesapeake Illinois Disp, LLC Other Non-material Chesapeake Alternatives, LLC Illinois Disp, LLC Other Non-material Current assets $ 29,728,652 $ 2,489,118 $ 2,261,685 $ 19,455,533 $ 1,381,716 $ 1,352,935 Non-current 3,041,401 3,752,645 2,353,991 22,384,663 3,083,659 2,534,297 Current liabilities 21,228,691 898,661 1,108,292 14,219,204 149,498 783,682 Non-current 785,724 473,136 802,823 1,169,989 137,736 855,440 Equity attributable to noncontrolling interests 298,252 2,309,983 85,561 350,206 2,089,071 (22,488 ) Equity attributable to Green Thumb Industries Inc. 10,457,386 2,309,983 2,619,001 6,645,263 2,089,070 2,270,598 The Following tables presents 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, 2020 and 2019: Three Months Ended September 30, 2020 September 30, 2019 Chesapeake Illinois Disp, LLC Other Non-material Chesapeake Illinois Disp, LLC Other Non-material VIEs Revenues $ 5,684,349 $ 5,224,583 $ 2,695,781 $ 4,369,436 $ 1,620,065 $ 689,097 Net income (loss) attributable to noncontrolling interests 26,134 897,494 185,452 1,807,394 185,930 (1,624,850 ) Net income (loss) attributable to Green Thumb Industries Inc. 1,033,650 897,494 294,969 (971,880 ) 185,931 1,059,653 Net income (loss) $ 1,059,784 $ 1,794,988 $ 480,421 $ 835,514 $ 371,860 $ (565,197 ) Nine Months Ended September 30, 2020 September 30, 2019 Chesapeake Illinois Disp, LLC Other Non-material Chesapeake Illinois Disp, LLC Other Non-material Revenues $ 14,792,710 $ 13,170,514 $ 6,778,501 $ 12,458,427 $ 4,174,045 $ 2,373,042 Net income (loss) attributable to noncontrolling interests 206,929 2,170,912 319,511 2,244,546 506,972 (2,307,097 ) Net income (loss) attributable to Green Thumb Industries Inc. 3,812,121 2,170,913 661,341 — 506,972 — Net income (loss) $ 4,019,050 $ 4,341,825 $ 980,852 $ 2,244,546 $ 1,013,943 $ (2,307,097 ) As of September 30, 2020, and December 31, 2019, VIEs included in the Other Non-material Non-material |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | 15. 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, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenues, Net of Discounts Consumer Packaged Goods $ 74,702,069 $ 35,093,858 $ 177,355,614 $ 71,651,968 Retail 111,948,115 43,532,286 275,451,137 85,501,646 Intersegment Eliminations (29,546,343 ) (10,635,237 ) (73,460,384 ) (16,522,767 ) Total Revenues, net of discounts $ 157,103,841 $ 67,990,907 $ 379,346,367 $ 140,630,847 Depreciation and Amortization Consumer Packaged Goods $ 10,029,857 $ 7,226,614 $ 33,089,808 $ 16,100,635 Retail 1,505,019 687,199 5,309,152 1,428,256 Intersegment Eliminations — — — — Total Depreciation and Amortization $ 11,534,876 $ 7,913,813 $ 38,479,960 $ 17,528,891 Income Taxes Consumer Packaged Goods $ 12,928,449 $ 1,072,333 $ 23,553,449 $ 1,761,333 Retail 15,507.883 5,128,000 33,410,598 9,028,000 Intersegment Eliminations and Corporate — (2,576,000 ) — (6,083,333 ) Total Income Taxes $ 28,436,332 $ 3,624,333 $ 56,964,047 $ 4,706,000 Goodwill assigned to the Consumer Packaged Goods segment as of September 30, 2020 and December 31, 2019 was $252,016,532 and $255,211,232, respectively. Intangible assets, net assigned to the Consumer Packaged Goods segment as of September 30, 2020 and December 31, 2019 was $215,986,854 and $228,244,254, respectively. Goodwill assigned to the Retail segment as of September 30, 2020 and December 31, 2019 was $121,065,184 and $119,873,759, respectively. Intangible assets, net assigned to the Retail segment as of September 30, 2020 and December 31, 2019 was $193,668,663 and $207,002,644, 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 22 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. |
Overview and Basis of Present_2
Overview and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting | (b) Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of Green Thumb Industries Inc. 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 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 and combined financial statements and accompanying notes included in the 2019 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. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2020. |
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 Company’s 2019 Form 10-K. |
Earnings (Loss) per Share | (d) Earnings (Loss) per Share Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to shareholders by the weighted average number of common shares (Subordinate Voting Shares, Multiple Voting Shares on an as converted basis, and Super Voting Shares on an as converted basis) 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 basic earnings (loss) per share calculations. Diluted earnings (loss) 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. At September 30, 2020, the Company had 5,782,599 options, 688,507 restricted stock units and 2,520,794 warrants outstanding. At September 30, 2019, the Company had 6,031,833 options, 1,479,038 restricted stock units and 2,041,735 warrants outstanding. In order to determine diluted earnings (loss) 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 loss per share calculation excludes any potential exercise of restricted stock units, stock options or warrants that would decrease loss per share. For the three months ended September 30, 2020, the computation of diluted loss per share included 1,928,946 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 three months ended September 30, 2019 and nine months ended September 30, 2020 and 2019 because their impact was anti-dilutive. |
New Accounting Pronouncements | (e) Recently Adopted Accounting Standards (i) In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which replaces the incurred loss model with a current expected credit loss (“CECL”) model and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. This standard applies to financial assets, measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases and trade accounts receivable. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings in the period of adoption. The Company adopted the new standard in the first quarter of 2020. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (ii) In January 2017, the FASB issued Accounting Standards Update No. 2017-04 “Intangibles— Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which simplifies the accounting for goodwill impairment. ASU 2017-04 requires entities to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (Step 1 under the current impairment test). The standard eliminates Step 2 from the current goodwill impairment test, which included determining the implied fair value of goodwill and comparing it with the carrying amount of that goodwill. ASU 2017-04 must be applied prospectively and is effective in the first quarter of 2020. Early adoption is permitted. The Company adopted the new standard in the first quarter of 2020. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (iii) In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820)(“ASU 2018-13”). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. The Company adopted the new standard in the first quarter of 2020. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (f) Recently Issued Accounting Standards (i) In December 2019, the FASB issued 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. ASU 2019-12 is effective for the Company beginning January 1, 2021. The Company is currently evaluating the effect of adopting this ASU on the Company’s 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. ASU 2020-01 is effective for the Company beginning January 1, 2021. The Company is currently evaluating the effect of adopting this ASU on the Company’s financial statements. (iii) On August 5, 2020, the FASB issued Accounting Standards Update 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, |
Intangible Assets and Goodwill | 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, 2020 intangible assets consisted of the following: Licenses Tradenames Customer Non-Competition Total Cost As at January 1, 2020 $ 336,954,213 $ 97,455,590 $ 25,258,000 $ 2,585,480 $ 462,253,283 Adjustments to Purchase Price Allocation (145,000 ) 1,840,009 — — 1,695,009 As at September 30, 2020 $ 336,809,213 $ 99,295,599 $ 25,258,000 $ 2,585,480 $ 463,948,292 Accumulated Amortization As at January 1, 2020 $ 18,477,500 $ 4,121,800 $ 3,932,416 $ 474,669 $ 27,006,385 Amortization 17,701,556 6,412,282 2,777,802 394,750 27,286,390 As at September 30, 2020 $ 36,179,056 $ 10,534,082 $ 6,710,218 $ 869,419 $ 54,292,775 Net book value As at January 1, 2020 $ 318,476,713 $ 93,333,790 $ 21,325,584 $ 2,110,811 $ 435,246,898 As at September 30, 2020 $ 300,630,157 $ 88,761,517 $ 18,547,782 $ 1,716,061 $ 409,655,517 At December 31, 2019 intangible assets consisted of the following: Licenses Tradenames Customer Non-Competition Total Cost As at January 1, 2019 $ 89,705,213 $ 360,000 $ 820,000 $ 20,480 $ 90,905,693 Additions from acquisitions 247,249,000 97,095,590 24,438,000 2,565,000 371,347,590 As at December 31, 2019 $ 336,954,213 $ 97,455,590 $ 25,258,000 $ 2,585,480 $ 462,253,283 Accumulated Amortization As at January 1, 2019 $ 2,322,715 $ — $ 204,500 $ 12,800 $ 2,540,015 Amortization 16,154,785 4,121,800 3,727,916 461,869 24,466,370 As at December 31, 2019 $ 18,477,500 $ 4,121,800 $ 3,932,416 $ 474,669 $ 27,006,385 Net book value As at January 1, 2019 $ 87,382,498 $ 360,000 $ 615,500 $ 7,680 $ 88,365,678 As at December 31, 2019 $ 318,476,713 $ 93,333,790 $ 21,325,584 $ 2,110,811 $ 435,246,898 The Company recorded amortization expense for the three and nine months ended September 30, 2020 of $9,531,290 and $27,286,390, respectively, and for the three and nine months ended September 30, 2019 of $5,419,212, and $12,415,696, respectively. During the second quarter of 2020, the Company recorded a measurement period adjustment in connection with its June 27, 2019 acquisition of MC Brands, LLC of $1,840,009 which increased intangible assets and share capital. The remainder of the adjustments to purchase price allocations relate to the finalization of several 2019 acquisitions. In addition, the Company reviewed the estimated useful lives of its intangible assets as part of the Company’s plans to rebrand one of its retail stores. Based on that review, the Company determined that certain intangible assets associated with the Company’s retail tradenames have a useful life shorter than initially estimated. Beginning July 1, 2020, the Company adjusted the useful life of its retail tradename associated with the acquisition of Essence from 15 years to 7 years. The change in useful life was made as a prospective adjustment and resulted in an increase in amortization expense of $1,266,880 for the remainder of 2020, $5,067,520 annually for years 2021 through 2024, and a net reduction in amortization expense of $21,536,960 thereafter. The following table outlines the estimated annual amortization expense related to intangible assets as of September 30, 2020 and illustrates the effect of the change in useful life of the Essence tradename discussed above: Year Ending December 31, Estimated Amortization (Prior to Increase Useful Life Estimated (After Change Remainder of 2020 $ 8,426,261 $ 1,266,880 $ 9,693,141 2021 33,705,044 5,067,520 38,772,564 2022 33,274,305 5,067,520 38,341,825 2023 33,191,489 5,067,520 38,259,009 2024 32,610,156 5,067,520 37,677,676 Thereafter 268,448,262 (21,536,960 ) 246,911,302 $ 409,655,517 $ — $ 409,655,517 Goodwill At September 30, 2020, Goodwill consisted of the following: Retail Consumer Total As at January 1, 2020 $ 119,873,759 $ 255,211,232 $ 375,084,991 Adjustments to Purchase Price Allocations 1,191,425 (3,194,700 ) (2,003,275 ) As at September 30, 2020 $ 121,065,184 $ 252,016,532 $ 373,081,716 At December 31, 2019, Goodwill consisted of the following: Retail Consumer Total As at January 1, 2019 $ 15,286,360 $ 23,918,000 $ 39,204,360 Acquisition of Advanced Grow Labs, LLC 16,756,250 44,572,349 61,328,599 Acquisition of Integral Associates, LLC 46,655,753 69,323,570 115,979,323 Other Acquisitions 32,936,590 120,963,598 153,900,188 Adjustments to Purchase Price Allocations 8,238,808 (3,566,285 ) 4,672,523 As at December 31, 2019 $ 119,873,759 $ 255,211,232 $ 375,084,991 During the nine months ended September 30, 2020, the Company recorded measurement period adjustments resulting in a net decrease in goodwill of $2,003,275 associated with |
Fair Value Measurement | 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 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 Level 2 Level 3 |
Financial Instruments | Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, due from related parties, investments, accounts payable and accrued liabilities, notes payable, derivative liability, liability for acquisition of noncontrolling interest and contingent consideration payable. 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, 2020 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 78,091,073 $ — $ — $ 78,091,073 Investments 675,594 — 21,535,406 22,210,999 Liability of Redemption of Noncontrolling Interest — — — — Contingent Consideration Payable — — (36,315,360 ) (36,315,360 ) Warrant Liability — — (18,513,000 ) (18,513,000 ) $ 78,766,667 $ — $ (33,292,954 ) $ 45,473,712 As of December 31, 2019 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 46,667,334 $ — $ — $ 46,667,334 Notes Receivable — — 815,937 815,937 Investments — — 14,068,821 14,068,821 Liability of Redemption of Noncontrolling Interest — — (5,500,000 ) (5,500,000 ) Contingent Consideration Payable — — (58,936,739 ) (58,936,739 ) Warrant Liability — — (15,879,843 ) (15,879,843 ) $ 46,667,334 $ — $ (65,431,824 ) $ (18,764,490 ) As of December 31, 2019, the Company held an equity investment in a privately held entity that was subsequently acquired by a publicly traded entity during the third quarter of 2020. As a result of the acquisition, the Company received shares of the acquiring entity in exchange for the shares in the privately held entity. Further, the transaction resulted in a transfer of the investment from Level 3 to Level 1. As of September 30, 2020, the value of the Level 1 investment was $675,594. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Summary of inventory | The Company’s inventories include the following at September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Raw Material $ 3,603,977 $ 6,375,032 Packaging and Miscellaneous 6,173,017 4,887,970 Work in Process 24,945,006 20,162,723 Finished Goods 22,430,016 16,640,629 Reserve for Obsolete Inventory (1,987,758 ) (2,031,873 ) Total Inventories $ 55,164,258 $ 46,034,481 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | At September 30, 2020, property and equipment consisted of the following: Cost Land Buildings and Equipment, and Furniture Leasehold Capitalized Assets Under Total As at January 1, 2020 $ 3,272,439 $ 33,377,471 $ 35,509,871 $ 68,681,497 $ 2,500,000 $ 21,372,116 $ 164,713,394 Additions 586.867 21,128,482 4,794,342 12,413,970 342,966 6,118,878 45,385,505 Disposals (979,930 ) (4,507,086 ) — — — (6,978,389 ) (12,465,405 ) As at September 30, 2020 $ 2,879,376 $ 49,998,867 $ 40,304,213 $ 81,095,467 $ 2,842,966 $ 20,512,605 $ 197,633,494 Accumulated As at January 1, 2020 $ — $ 2,236,254 $ 3,882,178 $ 2,998,287 $ — $ — $ 9,116,719 As at September 30, 2020 $ — $ 2,939,951 $ 8,375,318 $ 8,426,333 $ 166,800 $ — $ 19,908,402 Net book value As at January 1, 2020 $ 3,272,439 $ 31,141,217 $ 31,627,693 $ 65,683,210 $ 2,500,000 $ 21,372,116 $ 155,596,675 As at September 30, 2020 $ 2,879,376 $ 47,058,916 $ 31,928,895 $ 72,669,134 $ 2,676,166 $ 20,512,605 $ 177,725,092 At December 31, 2019, property and equipment consisted of the following: Cost Land Buildings and Equipment, and Furniture Leasehold Capitalized Assets Under Total As at January 1, 2019 $ 2,243,085 $ 20,861,988 $ 11,001,498 $ 18,435,893 $ — $ 16,664,958 $ 69,207,422 Additions 4,393,030 28,217,500 23,109,209 38,002,678 2,500,000 4,678,084 100,900,501 Additions from acquisitions — — 4,253,362 12,242,926 — 29,074 16,525,362 Disposals (3,363,676 ) (15,702,017 ) $ (2,854,198 ) — — — (21,919,891 ) As at December 31, 2019 $ 3,272,439 $ 33,377,471 $ 35,509,871 $ 68,681,497 $ 2,500,000 $ 21,372,116 $ 164,713,394 Accumulated Depreciation As at January 1, 2019 $ — $ 1,351,230 $ 1,524,114 $ 1,007,998 $ — $ — $ 3,883,342 As at December 31, 2019 $ — $ 2,236,254 $ 3,882,178 $ 2,998,287 $ — $ — $ 9,116,719 Net book value As at January 1, 2019 $ 2,243,085 $ 19,510,758 $ 9,477,384 $ 17,427,895 $ — $ 16,664,958 $ 65,324,080 As at December 31, 2019 $ 3,272,439 $ 31,141,217 $ 31,627,693 $ 65,683,210 $ 2,500,000 $ 21,372,116 $ 155,596,675 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of intangible assets | At September 30, 2020 intangible assets consisted of the following: Licenses Tradenames Customer Non-Competition Total Cost As at January 1, 2020 $ 336,954,213 $ 97,455,590 $ 25,258,000 $ 2,585,480 $ 462,253,283 Adjustments to Purchase Price Allocation (145,000 ) 1,840,009 — — 1,695,009 As at September 30, 2020 $ 336,809,213 $ 99,295,599 $ 25,258,000 $ 2,585,480 $ 463,948,292 Accumulated Amortization As at January 1, 2020 $ 18,477,500 $ 4,121,800 $ 3,932,416 $ 474,669 $ 27,006,385 Amortization 17,701,556 6,412,282 2,777,802 394,750 27,286,390 As at September 30, 2020 $ 36,179,056 $ 10,534,082 $ 6,710,218 $ 869,419 $ 54,292,775 Net book value As at January 1, 2020 $ 318,476,713 $ 93,333,790 $ 21,325,584 $ 2,110,811 $ 435,246,898 As at September 30, 2020 $ 300,630,157 $ 88,761,517 $ 18,547,782 $ 1,716,061 $ 409,655,517 At December 31, 2019 intangible assets consisted of the following: Licenses Tradenames Customer Non-Competition Total Cost As at January 1, 2019 $ 89,705,213 $ 360,000 $ 820,000 $ 20,480 $ 90,905,693 Additions from acquisitions 247,249,000 97,095,590 24,438,000 2,565,000 371,347,590 As at December 31, 2019 $ 336,954,213 $ 97,455,590 $ 25,258,000 $ 2,585,480 $ 462,253,283 Accumulated Amortization As at January 1, 2019 $ 2,322,715 $ — $ 204,500 $ 12,800 $ 2,540,015 Amortization 16,154,785 4,121,800 3,727,916 461,869 24,466,370 As at December 31, 2019 $ 18,477,500 $ 4,121,800 $ 3,932,416 $ 474,669 $ 27,006,385 Net book value As at January 1, 2019 $ 87,382,498 $ 360,000 $ 615,500 $ 7,680 $ 88,365,678 As at December 31, 2019 $ 318,476,713 $ 93,333,790 $ 21,325,584 $ 2,110,811 $ 435,246,898 |
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, 2020 and illustrates the effect of the change in useful life of the Essence tradename discussed above: Year Ending December 31, Estimated Amortization (Prior to Increase Useful Life Estimated (After Change Remainder of 2020 $ 8,426,261 $ 1,266,880 $ 9,693,141 2021 33,705,044 5,067,520 38,772,564 2022 33,274,305 5,067,520 38,341,825 2023 33,191,489 5,067,520 38,259,009 2024 32,610,156 5,067,520 37,677,676 Thereafter 268,448,262 (21,536,960 ) 246,911,302 $ 409,655,517 $ — $ 409,655,517 |
Summary of Goodwill And Intangible Assets Disclosure | At September 30, 2020, Goodwill consisted of the following: Retail Consumer Total As at January 1, 2020 $ 119,873,759 $ 255,211,232 $ 375,084,991 Adjustments to Purchase Price Allocations 1,191,425 (3,194,700 ) (2,003,275 ) As at September 30, 2020 $ 121,065,184 $ 252,016,532 $ 373,081,716 At December 31, 2019, Goodwill consisted of the following: Retail Consumer Total As at January 1, 2019 $ 15,286,360 $ 23,918,000 $ 39,204,360 Acquisition of Advanced Grow Labs, LLC 16,756,250 44,572,349 61,328,599 Acquisition of Integral Associates, LLC 46,655,753 69,323,570 115,979,323 Other Acquisitions 32,936,590 120,963,598 153,900,188 Adjustments to Purchase Price Allocations 8,238,808 (3,566,285 ) 4,672,523 As at December 31, 2019 $ 119,873,759 $ 255,211,232 $ 375,084,991 |
Leases (Table)
Leases (Table) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule Of Other Information Related To Operating Leases | Other information related to operating leases as of and for the three and nine months ending September 30, 2020 were as follows: As of September 30, 2020 Weighted average remaining lease term 10.81 Weighted average discount rate 13.2 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturities of lease liabilities for operating leases as of September 30, 2020 were as follows: Maturities of Lease Liability Third Party Related Party Total Remainder of 2020 $ 4,767,957 $ 322,287 $ 5,090,244 2021 22,243,662 1,307,183 23,550,845 2022 22,285,836 1,337,130 23,622,966 2023 22,092,882 1,367,771 23,460,653 2024 21,387,294 1,255,714 22,643,008 2025 and Thereafter 183,998,689 10,345,330 194,344,019 Total Lease Payments 276,776,320 15,935,415 292,711,735 Less: Interest (177,811,636 ) (7,837,605 ) (185,649,241 ) Present Value of Lease Liability $ 98,964,684 $ 8,907,810 $ 107,062,494 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At September 30, 2020 and December 31, 2019, notes payable consisted of the following: September 30, December 31, In connection with an acquisition completed in 2017, the Company is required to make quarterly charitable contributions of $50,000 through October 2024. The net present value of these required payments has been recorded as a liability with an interest rate of 2.17%. $ 763,284 $ 970,957 Private placement debt dated May 22, 2019, in the original amount of $105,466,429 with an interest rate of 12.00%, matures on May 22, 2023. The debt was issued at a discount, the carrying value of which is $11,618,400 as of September 30, 2020 93,848,029 90,375,912 Rise Joliet mortgage dated June 5, 2020, in the original amount of $1,814,000 with an interest rate of 5.00%, matures on June 5, 2035. The debt was issued at a discount, the carrying value of which is $177,244 as of September 30, 2020. 1,616,606 — Rise Lakewood mortgage dated August 20, 2020, in the original amount of $833,000 with an interest rate of 7.25%, matures on August 20, 2025. 831,341 — Total notes payable 97,059,260 91,346,869 Less: current portion of notes payable (301,027 ) (206,675 ) Notes payable, net of current portion $ 96,758,233 $ 91,140,194 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Class of Warrant or Right [Line Items] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes the number warrants outstanding as of September 30, 2020 and December 31, 2019: Number of Weighted Weighted Number Weighted Weighted Liability Classified Equity Classified Balance as at December 31, 2019 2,406,811 C$ 18.59 4.86 - $ - - Additional Modification Warrants 84,924 14.03 5.00 - - - Dispensary Mortgage Warrants - - - 35,000 9.10 5.00 Warrants Exercised (5,941 ) 12.42 5.00 - - - Balance as at September 30, 2020 2,485,794 C$ 18.45 4.87 35,000 $ 9.10 5.00 |
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, 2020 and December 31, 2019: Warrant Liability Strike Warrants September 30, 2020 December 31, Bridge Financing Warrants C$ 22.90 218,964 $ 1,065,000 $ 1,385,400 Private Placement Financing Warrants C$ 19.39 1,822,771 13,457,000 12,189,169 Modification Warrants C$ 12.04 360,256 3,251,500 2,305,274 Additional Modification Warrants C$ 14.03 83,803 739,500 — Totals 2,485,794 $ 18,513,000 $ 15,879,843 |
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 (s ) Significant Assumptions September 30, 2020 December 31, 2019 Volatility 85.36 89.50 % 117.43 123.64 % Remaining Term 2.03 - 4.64 2.78 Risk Free Rate 0.25 0.34 % 1.68% - 1.69 % |
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, 2020 and December 31, 2019: Warrants Included in Contributed Surplus Strike Warrants September 30, 2020 December 31, Dispensary Mortgage Warrants $ 9.10 35,000 $ 181,272 $ — |
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 equity classified warrants as of each reporting date: Significant Assumptions September 30, 2020 December 31, 2019 Volatility 80 % — Remaining Term 5 years — Risk Free Rate 0.37 % — |
Additional Modifications Warrants [member] | |
Class of Warrant or Right [Line Items] | |
Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Warrant Liability | Significant Assumptions May 21, 2020 (Date of Issuance) Volatility 100 % Remaining Term 5 years Risk Free Rate 0.42 % |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2020 and September 30, 2019: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Income/(Loss) before Income Taxes $ 39,189,341 $ (10,713,603 ) $ 52,189,559 (40,011,094 ) Income Tax Expense $ 28,436,332 $ 3,624,333 $ 56,964,047 4,706,000 Effective Tax Rate 72.6 % -33.8 % 109.1 % -11.8 % |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Investments [Line Items] | |
Schedule Of Long Term Investments | The Company holds direct equity investments in cannabis companies, some of which converted from notes which matured August 1, 2020. The following table summarizes the change in the Company’s investments as of September 30, 2020: Convertible Equity Total Balance at January 1, 2020 $ 7,533,000 $ 6,535,821 $ 14,068,821 Additions — 25,000 25,000 Conversion of notes receivable (7,533,000 ) 7,533,000 — Fair value adjustment — 8,117,178 8,117,178 Balance at September 30, 2020 $ — $ 22,210,999 $ 22,210,999 The following table summarizes the change in the Company’s investments as of December 31, 2019: Convertible Notes Equity Total Balance at January 1, 2019 $ 30,336,000 $ 10,597,283 $ 40,933,283 Fair value adjustment (1,398,000 ) (4,061,462 ) (5,459,462 ) Applied to consideration in business combination (21,405,000 ) — (21,405,000 ) Balance at December 31, 2019 $ 7,533,000 $ 6,535,821 $ 14,068,821 |
Schedule Of Fair Value Measurement Inputs and Valuation Techniques | The calculated fair values are recorded as a Level 3 fair value investment as of September 30, 2020 and December 31, 2019. See Note 13 - Fair Value Measurements for additional details. As of December 31, 2019, the convertible notes receivable were valued using the Binomial Lattice Model, which is based on a generalized binomial option pricing formula, using the following assumptions: December 31, 2019 Risk free rate 1.58% -2.46% Equity Volatility 58% - 106% Market Yield 15% - 18% Probability of Qualified Financing 0% Probability of Sale 30% Probability of No Event 70% |
Equity Method Investments [Member] | |
Schedule of Investments [Line Items] | |
Schedule Of Fair Value Measurement Inputs and Valuation Techniques | As of September 30, 2020, the Company updated its valuation for the notes that converted to equity as well as certain equity investments. The equity investments were valued using a market approach using the following significant assumptions: September 30, 2020 Discount for lack of control 13% Discount for lack of marketability 10%-30% |
Share Capital (Tables)
Share Capital (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019 128,999,964 373,350 402,289 Issuance of shares under business combinations and investments 238,450 — — Distribution of contingent consideration 2,713,463 — — Distribution of deferred shares 1,220,548 — — Issuance of shares for redemption of noncontrolling interests 1,315,789 — — Issuance of shares upon exercise of options and warrants 71,384 — — Issuances of shares upon vesting of RSUs 901,023 — — Exchange of shares 27,539,300 (252,440 ) (22,953 ) As at September 30, 2020 162,999,921 120,910 379,336 |
Schedule of Business Acquisitions of Contingent Consideration | The following table represents the contingent shares issued as of September 30, 2020 in relation to each acquisition: Contingent Shares Issued September 30, 2020 Transaction Date of Transaction Units Value Advanced Grow Labs, LLC February 12, 2019 1,396,533 $ 11,544,855 For Success Holdings Company February 21, 2019 779,690 6,686,432 Integral Associates, LLC June 5, 2019 537,240 4,654,526 2,713,463 $ 22,885,813 |
Share-based Payment Arrangement, Option, Activity | Stock option activity is summarized as follows: Number of Weighted Average Weighted Average Aggregate Balance as at December 31, 2019 3,839,017 13.21 5.81 $ 218,234 Granted 2,496,511 9.76 5.00 Exercised (65,443 ) 11.02 3.98 Forfeited (487,486 ) 13.82 5.22 Balance as at September 30, 2020 5,782,599 11.69 5.53 Vested 1,635,030 13.36 6.65 Exercisable at September 30, 2020 1,516,872 13.22 6.73 $ 4,601,129 |
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, 2020, using the following ranges of assumptions: Risk-free interest rate 0.36% - 2.33% Expected dividend yield 0% Expected volatility 80% - 100% Expected option life 3 – 10 years |
Schedule of Stock-Based Compensation Expense | The stock-based compensation expense for the three and nine months ended September 30, 2020 and 2019 was as followed: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Stock options expense $ 2,614,273 $ 1,666,465 $ 8,209,557 $ 4,248,461 RSUs 1,821,054 1,897,630 6,999,963 9,075,622 Total Stock Based Compensation Expense $ 4,435,634 $ 3,564,095 $ 15,209,520 $ 13,324,083 |
Restricted Stock Units (RSUs) [member] | |
Disclosure of Share Capital [Line Items] | |
Non-vested Restricted Stock Shares Activity | The following table summarizes the number of non-vested Number of Shares Weighted Average Grant Nonvested Shares at December 31, 2019 1,399,762 9.30 Granted 254,268 12,65 Forfeited (64,500 ) 15.60 Vested (901,023 ) 14.85 Nonvested Shares at September 30, 2020 688,507 16.77 |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | For the three and nine months ended September 30, 2020 and 2019 other income (expense) was comprised of the following: For the Three Months Ended September 30, For the Nine Months Ended September 2020 2019 2020 2019 Fair value adjustments on equity investments $ 8,134,213 $ (1,196,676 ) $ 8,117,178 $ (932,983 ) Fair value adjustments on variable note receivable — (5,428,542 ) (815,937 ) (7,424,727 ) Fair value adjustments on warrants issued (3,181,114 ) — (2,060,771 ) — Fair value adjustments on contingent consideration 442,991 — 425,426 — Other 1,036,793 39,678 1,835,670 388,277 Total Other Income (Expense) $ 6,432,883 $ (6,585,540 ) $ 7,501,566 $ (7,969,433 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | As of September 30, 2020 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 78,091,073 $ — $ — $ 78,091,073 Investments 675,594 — 21,535,406 22,210,999 Liability of Redemption of Noncontrolling Interest — — — — Contingent Consideration Payable — — (36,315,360 ) (36,315,360 ) Warrant Liability — — (18,513,000 ) (18,513,000 ) $ 78,766,667 $ — $ (33,292,954 ) $ 45,473,712 As of December 31, 2019 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 46,667,334 $ — $ — $ 46,667,334 Notes Receivable — — 815,937 815,937 Investments — — 14,068,821 14,068,821 Liability of Redemption of Noncontrolling Interest — — (5,500,000 ) (5,500,000 ) Contingent Consideration Payable — — (58,936,739 ) (58,936,739 ) Warrant Liability — — (15,879,843 ) (15,879,843 ) $ 46,667,334 $ — $ (65,431,824 ) $ (18,764,490 ) |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | September 30, 2020 December 31, 2019 Chesapeake Illinois Disp, LLC Other Non-material Chesapeake Alternatives, LLC Illinois Disp, LLC Other Non-material Current assets $ 29,728,652 $ 2,489,118 $ 2,261,685 $ 19,455,533 $ 1,381,716 $ 1,352,935 Non-current 3,041,401 3,752,645 2,353,991 22,384,663 3,083,659 2,534,297 Current liabilities 21,228,691 898,661 1,108,292 14,219,204 149,498 783,682 Non-current 785,724 473,136 802,823 1,169,989 137,736 855,440 Equity attributable to noncontrolling interests 298,252 2,309,983 85,561 350,206 2,089,071 (22,488 ) Equity attributable to Green Thumb Industries Inc. 10,457,386 2,309,983 2,619,001 6,645,263 2,089,070 2,270,598 Three Months Ended September 30, 2020 September 30, 2019 Chesapeake Illinois Disp, LLC Other Non-material Chesapeake Illinois Disp, LLC Other Non-material VIEs Revenues $ 5,684,349 $ 5,224,583 $ 2,695,781 $ 4,369,436 $ 1,620,065 $ 689,097 Net income (loss) attributable to noncontrolling interests 26,134 897,494 185,452 1,807,394 185,930 (1,624,850 ) Net income (loss) attributable to Green Thumb Industries Inc. 1,033,650 897,494 294,969 (971,880 ) 185,931 1,059,653 Net income (loss) $ 1,059,784 $ 1,794,988 $ 480,421 $ 835,514 $ 371,860 $ (565,197 ) Nine Months Ended September 30, 2020 September 30, 2019 Chesapeake Illinois Disp, LLC Other Non-material Chesapeake Illinois Disp, LLC Other Non-material Revenues $ 14,792,710 $ 13,170,514 $ 6,778,501 $ 12,458,427 $ 4,174,045 $ 2,373,042 Net income (loss) attributable to noncontrolling interests 206,929 2,170,912 319,511 2,244,546 506,972 (2,307,097 ) Net income (loss) attributable to Green Thumb Industries Inc. 3,812,121 2,170,913 661,341 — 506,972 — Net income (loss) $ 4,019,050 $ 4,341,825 $ 980,852 $ 2,244,546 $ 1,013,943 $ (2,307,097 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenues | The below table presents revenues by type for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenues, Net of Discounts Consumer Packaged Goods $ 74,702,069 $ 35,093,858 $ 177,355,614 $ 71,651,968 Retail 111,948,115 43,532,286 275,451,137 85,501,646 Intersegment Eliminations (29,546,343 ) (10,635,237 ) (73,460,384 ) (16,522,767 ) Total Revenues, net of discounts $ 157,103,841 $ 67,990,907 $ 379,346,367 $ 140,630,847 Depreciation and Amortization Consumer Packaged Goods $ 10,029,857 $ 7,226,614 $ 33,089,808 $ 16,100,635 Retail 1,505,019 687,199 5,309,152 1,428,256 Intersegment Eliminations — — — — Total Depreciation and Amortization $ 11,534,876 $ 7,913,813 $ 38,479,960 $ 17,528,891 Income Taxes Consumer Packaged Goods $ 12,928,449 $ 1,072,333 $ 23,553,449 $ 1,761,333 Retail 15,507.883 5,128,000 33,410,598 9,028,000 Intersegment Eliminations and Corporate — (2,576,000 ) — (6,083,333 ) Total Income Taxes $ 28,436,332 $ 3,624,333 $ 56,964,047 $ 4,706,000 |
Overview and Basis of Present_3
Overview and Basis of Presentation - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Number of Shares Outstanding, Diluted | 214,212,292 | 204,709,085 | 210,127,323 | 184,851,805 |
Stock Options Expense | ||||
Number of Shares Outstanding, Diluted | 5,782,599 | 6,031,833 | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 1,928,946 | |||
Restricted Stock Units | ||||
Number of Shares Outstanding, Diluted | 688,507 | 1,479,038 | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 151,458 | |||
Warrant | ||||
Number of Shares Outstanding, Diluted | 2,520,794 | 2,041,735 | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 141,482 |
Inventories - Summary of invent
Inventories - Summary of inventory (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | ||
Raw Material | $ 3,603,977 | $ 6,375,032 |
Packaging and Miscellaneous | 6,173,017 | 4,887,970 |
Work in Process | 24,945,006 | 20,162,723 |
Finished Goods | 22,430,016 | 16,640,629 |
Reserve for Obsolete Inventory | (1,987,758) | (2,031,873) |
Total Inventories | $ 55,164,258 | $ 46,034,481 |
Property and Equipment - Proper
Property and Equipment - Property, Plant and Equipment (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Cost | ||
Beginning balance | $ 164,713,394 | $ 69,207,422 |
Additions | 45,385,505 | 100,900,501 |
Additions from acquisitions | 16,525,362 | |
Disposals | (12,465,405) | (21,919,891) |
Ending balance | 197,633,494 | 164,713,394 |
Accumulated Depreciation | ||
Beginning balance | 9,116,719 | 3,883,342 |
Ending balance | 19,908,402 | 9,116,719 |
Net book value [Abstract] | ||
Beginning balance | 155,596,675 | 65,324,080 |
Ending balance | 177,725,092 | 155,596,675 |
Land [member] | ||
Cost | ||
Beginning balance | 3,272,439 | 2,243,085 |
Additions | 586.867 | 4,393,030 |
Disposals | (979,930) | (3,363,676) |
Ending balance | 2,879,376 | 3,272,439 |
Accumulated Depreciation | ||
Beginning balance | 0 | |
Ending balance | 0 | 0 |
Net book value [Abstract] | ||
Beginning balance | 3,272,439 | 2,243,085 |
Ending balance | 2,879,376 | 3,272,439 |
Buildings and Improvements [member] | ||
Cost | ||
Beginning balance | 33,377,471 | 20,861,988 |
Additions | 21,128,482 | 28,217,500 |
Disposals | (4,507,086) | (15,702,017) |
Ending balance | 49,998,867 | 33,377,471 |
Accumulated Depreciation | ||
Beginning balance | 2,236,254 | 1,351,230 |
Ending balance | 2,939,951 | 2,236,254 |
Net book value [Abstract] | ||
Beginning balance | 31,141,217 | 19,510,758 |
Ending balance | 47,058,916 | 31,141,217 |
Equipment Computers And Furniture [Member] | ||
Cost | ||
Beginning balance | 35,509,871 | 11,001,498 |
Additions | 4,794,342 | 23,109,209 |
Additions from acquisitions | 4,253,362 | |
Disposals | 0 | (2,854,198) |
Ending balance | 40,304,213 | 35,509,871 |
Accumulated Depreciation | ||
Beginning balance | 3,882,178 | 1,524,114 |
Ending balance | 8,375,318 | 3,882,178 |
Net book value [Abstract] | ||
Beginning balance | 31,627,693 | 9,477,384 |
Ending balance | 31,928,895 | 31,627,693 |
Leasehold Improvements [member] | ||
Cost | ||
Beginning balance | 68,681,497 | 18,435,893 |
Additions | 12,413,970 | 38,002,678 |
Additions from acquisitions | 12,242,926 | |
Disposals | 0 | |
Ending balance | 81,095,467 | 68,681,497 |
Accumulated Depreciation | ||
Beginning balance | 2,998,287 | 1,007,998 |
Ending balance | 8,426,333 | 2,998,287 |
Net book value [Abstract] | ||
Beginning balance | 65,683,210 | 17,427,895 |
Ending balance | 72,669,134 | 65,683,210 |
Assets Under Construction [member] | ||
Cost | ||
Beginning balance | 21,372,116 | 16,664,958 |
Additions | 6,118,878 | 4,678,084 |
Additions from acquisitions | 29,074 | |
Disposals | (6,978,389) | 0 |
Ending balance | 20,512,605 | 21,372,116 |
Accumulated Depreciation | ||
Beginning balance | 0 | |
Ending balance | 0 | 0 |
Net book value [Abstract] | ||
Beginning balance | 21,372,116 | 16,664,958 |
Ending balance | 20,512,605 | 21,372,116 |
Capitalized Interest [Member] | ||
Cost | ||
Beginning balance | 2,500,000 | |
Additions | 342,966 | 2,500,000 |
Disposals | 0 | |
Ending balance | 2,842,966 | 2,500,000 |
Accumulated Depreciation | ||
Beginning balance | 0 | |
Ending balance | 166,800 | 0 |
Net book value [Abstract] | ||
Beginning balance | 2,500,000 | |
Ending balance | $ 2,676,166 | $ 2,500,000 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | Mar. 06, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jan. 31, 2020 |
Disclosure of Property of Equipment [Line Items] | ||||||
Depreciation expense | $ 2,003,585 | $ 2,494,601 | $ 11,193,570 | $ 5,113,195 | ||
Ohio Cultivation And Processing Facility [member] | ||||||
Disclosure of Property of Equipment [Line Items] | ||||||
Sale Leaseback Transaction, Net Book Value | $ 2,900,000 | |||||
Ohio Cultivation And Processing Facility [member] | Innovative Industrial Properties [member] | Land [Member] | ||||||
Disclosure of Property of Equipment [Line Items] | ||||||
Sale Leaseback Transaction, Net Book Value | 205,000 | |||||
Ohio Cultivation And Processing Facility [member] | Innovative Industrial Properties [member] | Asset under Construction [Member] | ||||||
Disclosure of Property of Equipment [Line Items] | ||||||
Sale Leaseback Transaction, Net Book Value | $ 2,695,000 | |||||
Illinois Cultivation And Processing Facility [member] | ||||||
Disclosure of Property of Equipment [Line Items] | ||||||
Sale Leaseback Transaction, Net Book Value | $ 9,000,000 | |||||
Illinois Cultivation And Processing Facility [member] | Innovative Industrial Properties [member] | Land [Member] | ||||||
Disclosure of Property of Equipment [Line Items] | ||||||
Sale Leaseback Transaction, Net Book Value | 774,930 | |||||
Illinois Cultivation And Processing Facility [member] | Innovative Industrial Properties [member] | Asset under Construction [Member] | ||||||
Disclosure of Property of Equipment [Line Items] | ||||||
Sale Leaseback Transaction, Net Book Value | 3,813,636 | |||||
Illinois Cultivation And Processing Facility [member] | Innovative Industrial Properties [member] | Other Operating Income (Expense) [Member] | ||||||
Disclosure of Property of Equipment [Line Items] | ||||||
Sale and Leaseback Transaction, Gain, Net | 239,096 | |||||
Illinois Cultivation And Processing Facility [member] | Innovative Industrial Properties [member] | Building and Building Improvements [Member] | ||||||
Disclosure of Property of Equipment [Line Items] | ||||||
Sale Leaseback Transaction, Net Book Value | $ 4,507,086 | |||||
Cost of Sales [member] | ||||||
Disclosure of Property of Equipment [Line Items] | ||||||
Depreciation expense | $ 311,315 | $ 1,732,146 | $ 5,571,477 | $ 3,541,236 |
Intangible Assets And Goodwil_2
Intangible Assets And Goodwill - Summary Of Intangible Assets (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jan. 01, 2020 | Jan. 01, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | $ 462,253,283 | $ 90,905,693 | $ 90,905,693 | ||||
Adjustments to Purchase Price Allocation | 1,695,009 | ||||||
Additions from acquisitions | 371,347,590 | ||||||
Finite-Lived Intangible Assets, Gross | $ 463,948,292 | 463,948,292 | 462,253,283 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 27,006,385 | 2,540,015 | 2,540,015 | ||||
Amortization | 9,531,290 | $ 5,419,212 | 27,286,390 | 12,415,696 | 24,466,370 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 54,292,775 | 54,292,775 | 27,006,385 | ||||
Finite-Lived Intangible Assets, Net | 409,655,517 | 409,655,517 | 435,246,898 | $ 435,246,898 | $ 88,365,678 | ||
Licenses And Permits [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 336,954,213 | 89,705,213 | 89,705,213 | ||||
Adjustments to Purchase Price Allocation | (145,000) | ||||||
Additions from acquisitions | 247,249,000 | ||||||
Finite-Lived Intangible Assets, Gross | 336,809,213 | 336,809,213 | 336,954,213 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 18,477,500 | 2,322,715 | 2,322,715 | ||||
Amortization | 17,701,556 | 16,154,785 | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | 36,179,056 | 36,179,056 | 18,477,500 | ||||
Finite-Lived Intangible Assets, Net | 300,630,157 | 300,630,157 | 318,476,713 | 318,476,713 | 87,382,498 | ||
Trade Names [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 97,455,590 | 360,000 | 360,000 | ||||
Adjustments to Purchase Price Allocation | 1,840,009 | ||||||
Additions from acquisitions | 97,095,590 | ||||||
Finite-Lived Intangible Assets, Gross | 99,295,599 | 99,295,599 | 97,455,590 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 4,121,800 | 0 | 0 | ||||
Amortization | 6,412,282 | 4,121,800 | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | 10,534,082 | 10,534,082 | 4,121,800 | ||||
Finite-Lived Intangible Assets, Net | 88,761,517 | 88,761,517 | 93,333,790 | 93,333,790 | 360,000 | ||
Customer Relationships [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 25,258,000 | 820,000 | 820,000 | ||||
Additions from acquisitions | 24,438,000 | ||||||
Finite-Lived Intangible Assets, Gross | 25,258,000 | 25,258,000 | 25,258,000 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 3,932,416 | 204,500 | 204,500 | ||||
Amortization | 2,777,802 | 3,727,916 | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | 6,710,218 | 6,710,218 | 3,932,416 | ||||
Finite-Lived Intangible Assets, Net | 18,547,782 | 18,547,782 | 21,325,584 | 21,325,584 | 615,500 | ||
Non Competition Agreement [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 2,585,480 | 20,480 | 20,480 | ||||
Additions from acquisitions | 2,565,000 | ||||||
Finite-Lived Intangible Assets, Gross | 2,585,480 | 2,585,480 | 2,585,480 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 474,669 | $ 12,800 | 12,800 | ||||
Amortization | 394,750 | 461,869 | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | 869,419 | 869,419 | 474,669 | ||||
Finite-Lived Intangible Assets, Net | $ 1,716,061 | $ 1,716,061 | $ 2,110,811 | $ 2,110,811 | $ 7,680 |
Intangible Assets And Goodwil_3
Intangible Assets And Goodwill - Additional Information (Detail) - USD ($) | Jul. 01, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Amortization | $ 9,531,290 | $ 5,419,212 | $ 27,286,390 | $ 12,415,696 | $ 24,466,370 | ||
Measurement period adjustment in intangible assets | 1,840,009 | ||||||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | 9,693,141 | 9,693,141 | |||||
Adjustments to Purchase Price Allocations | (2,003,275) | 4,672,523 | |||||
RetailSegment [Member] | Fiorello Pharmaceuticals Inc [Member] | |||||||
Adjustments to Purchase Price Allocations | 1,000,000 | ||||||
Consumer Packaged Goods Segments [Member] | For Success Holdings Companys [Member] | |||||||
Adjustments to Purchase Price Allocations | 1,687,700 | ||||||
Consumer Packaged Goods Segments [Member] | Advanced Grow Labs LLC [Member] | |||||||
Adjustments to Purchase Price Allocations | 1,507,000 | ||||||
Trade Names [Member] | |||||||
Amortization | 6,412,282 | $ 4,121,800 | |||||
Trade Names [Member] | RetailSegment [Member] | |||||||
Acquired Finite-Lived Intangible Asset, Useful Life | 7 years | 15 years | |||||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | 1,266,880 | 1,266,880 | |||||
Finite-Lived Intangible Asset, Amortization Expense From Year Two To Five | 5,067,520 | 5,067,520 | |||||
Finite Lived Intangible Assets, Reduction In amortization expense | $ 21,536,960 | $ 21,536,960 |
Intangible Assets And Goodwil_4
Intangible Assets And Goodwill - Summary Of Estimated Annual Amortization Expense Related To Intangible Assets (Detail) - USD ($) | Sep. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||||
Remainder of 2020 | $ 9,693,141 | |||
2021 | 38,772,564 | |||
2022 | 38,341,825 | |||
2023 | 38,259,009 | |||
2024 | 37,677,676 | |||
Thereafter | 246,911,302 | |||
Finite-Lived Intangible Assets, Net | 409,655,517 | $ 435,246,898 | $ 435,246,898 | $ 88,365,678 |
Previously Reported [Member] | ||||
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||||
Remainder of 2020 | 8,426,261 | |||
2021 | 33,705,044 | |||
2022 | 33,274,305 | |||
2023 | 33,191,489 | |||
2024 | 32,610,156 | |||
Thereafter | 268,448,262 | |||
Finite-Lived Intangible Assets, Net | 409,655,517 | |||
Intangible Assets, Amortization Period [Member] | Restatement Adjustment [Member] | ||||
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||||
Remainder of 2020 | 1,266,880 | |||
2021 | 5,067,520 | |||
2022 | 5,067,520 | |||
2023 | 5,067,520 | |||
2024 | 5,067,520 | |||
Thereafter | $ (21,536,960) |
Intangible Assets And Goodwil_5
Intangible Assets And Goodwill - Summary Of Goodwill And Intangible Assets Disclosure (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||
Balance at beginning | $ 375,084,991 | $ 39,204,360 |
Adjustments to Purchase Price Allocations | (2,003,275) | 4,672,523 |
Balance at end | 373,081,716 | 375,084,991 |
Advanced Grow Labs LLC [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 61,328,599 | |
Integral Associates LLC [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 115,979,323 | |
Other Acquisitions [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 153,900,188 | |
Retail Segment [Member] | ||
Goodwill [Line Items] | ||
Balance at beginning | 119,873,759 | 15,286,360 |
Adjustments to Purchase Price Allocations | 1,191,425 | 8,238,808 |
Balance at end | 121,065,184 | 119,873,759 |
Retail Segment [Member] | Advanced Grow Labs LLC [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 16,756,250 | |
Retail Segment [Member] | Integral Associates LLC [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 46,655,753 | |
Retail Segment [Member] | Other Acquisitions [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 32,936,590 | |
Consumer Packaged Goods Segment [Member] | ||
Goodwill [Line Items] | ||
Balance at beginning | 255,211,232 | 23,918,000 |
Adjustments to Purchase Price Allocations | (3,194,700) | (3,566,285) |
Balance at end | $ 252,016,532 | 255,211,232 |
Consumer Packaged Goods Segment [Member] | Advanced Grow Labs LLC [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 44,572,349 | |
Consumer Packaged Goods Segment [Member] | Integral Associates LLC [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 69,323,570 | |
Consumer Packaged Goods Segment [Member] | Other Acquisitions [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | $ 120,963,598 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | Jun. 05, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Oct. 01, 2020 | Mar. 06, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||
Operating lease expense | $ 6,590,553 | $ 1,962,561 | $ 19,021,190 | $ 4,229,889 | |||||
Operating lease right of use asset | 99,447,497 | 99,447,497 | $ 63,647,812 | ||||||
Operating lease liability | 107,062,494 | 107,062,494 | |||||||
Payments to acquire property plant and equipment | 49,221,442 | 66,875,245 | |||||||
Ohio Cultivation And Processing Facility [Member] | |||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||
Sale Leaseback Transaction, Net Book Value | $ 2,900,000 | ||||||||
Sale leaseback certain improvements agreed to provide reimbursement | $ 4,300,000 | ||||||||
Ohio Cultivation And Processing Facility [Member] | Subsequent Event [Member] | |||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||
Sale Leaseback Transaction, Net Book Value | $ 32,200,000 | ||||||||
Sale leaseback investment additional amount | $ 25,000,000 | ||||||||
Illinois Cultivation And Processing Facility [Member] | |||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||
Lease term | 16 years | ||||||||
Sale Leaseback Transaction, Net Book Value | $ 9,000,000 | ||||||||
Sale leaseback certain improvements agreed to provide reimbursement | 41,000,000 | ||||||||
Sale leaseback investment amount | 50,000,000 | ||||||||
Operating lease right of use asset | 26,828,221 | ||||||||
Operating lease liability | 26,828,221 | ||||||||
Improvements allowance | $ 41,000,000 | ||||||||
Mosaic Real Estate Joliet LLC [Member] | Building and Building Improvements [Member] | |||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||
Payments to acquire property plant and equipment | $ 1,814,000 | ||||||||
Florida And Lllinois [Member] | |||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||
Operating lease expense | 157,076 | $ 148,226 | 601,753 | $ 339,961 | |||||
NV | |||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||
Operating lease expense | $ 58,332 | $ 77,776 | |||||||
Maximum [Member] | Florida And Lllinois [Member] | |||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||
Lease term | 15 years | 15 years | |||||||
Maximum [Member] | Maryland Nevada and Massachusetts [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 | |||||||
Minimum [Member] | Maryland Nevada and Massachusetts [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, 2020 |
Lessee, Lease, Description [Line Items] | |
Weighted average remaining lease term | 10 years 9 months 21 days |
Weighted average discount rate | 13.20% |
Leases - Lessee Operating Lease
Leases - Lessee Operating Lease Liability Maturity (Detail) | Sep. 30, 2020USD ($) |
Lessee, Lease, Description [Line Items] | |
Remainder of 2020 | $ 5,090,244 |
2021 | 23,550,845 |
2022 | 23,622,966 |
2023 | 23,460,653 |
2024 | 22,643,008 |
2025 and Thereafter | 194,344,019 |
Total Lease Payments | 292,711,735 |
Less: Interest | (185,649,241) |
Present Value of Lease Liability | 107,062,494 |
Third Party [Member] | |
Lessee, Lease, Description [Line Items] | |
Remainder of 2020 | 4,767,957 |
2021 | 22,243,662 |
2022 | 22,285,836 |
2023 | 22,092,882 |
2024 | 21,387,294 |
2025 and Thereafter | 183,998,689 |
Total Lease Payments | 276,776,320 |
Less: Interest | (177,811,636) |
Present Value of Lease Liability | 98,964,684 |
Related Party [Member] | |
Lessee, Lease, Description [Line Items] | |
Remainder of 2020 | 322,287 |
2021 | 1,307,183 |
2022 | 1,337,130 |
2023 | 1,367,771 |
2024 | 1,255,714 |
2025 and Thereafter | 10,345,330 |
Total Lease Payments | 15,935,415 |
Less: Interest | (7,837,605) |
Present Value of Lease Liability | $ 8,907,810 |
Notes Payable - Schedule of Deb
Notes Payable - Schedule of Debt (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 97,059,260 | $ 91,346,869 |
Less: current portion of notes payable | (301,027) | (206,675) |
Notes payable, net of current portion | 96,758,233 | 91,140,194 |
Acquired Debt [member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 763,284 | 970,957 |
Private Placement Debt [member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 93,848,029 | 90,375,912 |
Rise Joliet mortgage [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 1,616,606 | 0 |
Rise Lakewood mortgage [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 831,341 | $ 0 |
Notes Payable - Schedule of D_2
Notes Payable - Schedule of Debt (Parenthetical) (Detail) - USD ($) | Aug. 20, 2020 | Jun. 05, 2020 | May 22, 2019 | Dec. 31, 2017 | Sep. 30, 2020 |
Debt Instrument [Line Items] | |||||
Charitable Contribution Quarterly Payment | $ 50,000 | ||||
Charitable Contribution, Date Of Last Payment | October 2024 | ||||
Debt Instrument Interest Rate | 7.25% | 5.00% | 2.17% | ||
Debt Maturity Date | Aug. 20, 2025 | Jun. 5, 2035 | |||
Private Placement Debt [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 | $ 11,618,400 | ||||
Rise Joliet mortgage [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Interest Rate | 5.00% | ||||
Debt Issuance Date | Jun. 5, 2020 | ||||
Debt face value | $ 1,814,000 | ||||
Debt Maturity Date | Jun. 5, 2035 | ||||
Debt Instrument Carrying Amount | $ 177,244 | ||||
Rise Lakewood mortgage [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Interest Rate | 7.25% | ||||
Debt face value | $ 833,000 | ||||
Debt Maturity Date | Aug. 20, 2025 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | Aug. 20, 2020 | Jun. 05, 2020 | Sep. 30, 2020 | Dec. 31, 2017 |
Mortgage Loans | $ 833,000 | $ 1,814,000 | ||
Mortage loan interest rate | 7.25% | 5.00% | 2.17% | |
Maturity date | Aug. 20, 2025 | Jun. 5, 2035 | ||
Debt held by related parties | 1.00% | |||
Debt held by unrelated third-parties | 99.00% | |||
Warrant | ||||
Warrants issued | 35,000 | |||
Warrants issued, Value | $ 181,272 |
Warrants - Schedule of Stockhol
Warrants - Schedule of Stockholders' Equity Note, Warrants or Rights (Detail) - 9 months ended Sep. 30, 2020 | $ / sharesshares | $ / sharesshares |
Class of Warrant or Right [Line Items] | ||
Number of Shares, Ending Balance | 2,485,794 | 2,485,794 |
Liability Classified Warrant [member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Beginning Balance | 2,406,811 | 2,406,811 |
Number of Shares, Ending Balance | 2,485,794 | 2,485,794 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 18.59 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 18.45 | |
Weighted Average Contractual Life, Beginning Balance | 4 years 10 months 9 days | 4 years 10 months 9 days |
Weighted Average Contractual Life, Ending Balance | 4 years 10 months 13 days | 4 years 10 months 13 days |
Equity Classified Warrant [member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Ending Balance | 35,000 | 35,000 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 9.10 | |
Weighted Average Contractual Life, Ending Balance | 5 years | 5 years |
Additional Modifications Warrants [member] | Liability Classified Warrant [member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Granted | 84,924 | 84,924 |
Weighted Average Exercise Price, Granted | $ / shares | $ 14.03 | |
Weighted Average Contractual Life, Granted | 5 years | 5 years |
Dispensary Mortgage Warrants [member] | Equity Classified Warrant [member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Granted | 35,000 | 35,000 |
Number of Shares, Ending Balance | 35,000 | 35,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 9.10 | |
Weighted Average Contractual Life, Granted | 5 years | 5 years |
Warrants Exercised [Member] | Liability Classified Warrant [member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Granted | 5,941 | 5,941 |
Weighted Average Exercise Price, Granted | $ / shares | $ 12.42 | |
Weighted Average Contractual Life, Granted | 5 years | 5 years |
Warrants - Summary of the Signi
Warrants - Summary of the Significant Assumptions Used in Determining the Fair Value of the Additional Modification Warrants (Detail) | Sep. 30, 2020yr | May 21, 2020yr |
Equity Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | |
Equity Volatility | Additional Modifications Warrants [member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 100 | |
Remaining Term | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | |
Remaining Term | Additional Modifications Warrants [member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | |
Risk free rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | |
Risk free rate | Additional Modifications Warrants [member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.42 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | Jun. 05, 2020 | May 22, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | May 21, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | |||||||
Fair Value Adjustment of Warrants | $ (3,181,114) | $ (2,060,771) | |||||
Warrants Issued | 35,000 | 84,924 | |||||
Warrant Liability | 18,513,000 | 18,513,000 | $ 15,879,843 | ||||
Proceeds from issuance of notes payable | $ 117,435,724 | ||||||
Rise Joliet mortgage [member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Proceeds from issuance of notes payable | $ 1,814,000 | ||||||
Additional Modification Warrants [member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of Shares, Granted | 84,924 | ||||||
Warrant Liability | 739,500 | 739,500 | |||||
Additional Modification Warrants [member] | Liability Classified Warrant [member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant Liability | 572,387 | 572,387 | |||||
Additional Modification Warrants [member] | Equity Classified Warrant [member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant Liability | $ 181,272 | $ 181,272 |
Warrants - Schedule Of Fair Val
Warrants - Schedule Of Fair Value Of Warrant Liability (Detail) | Sep. 30, 2020USD ($)shares | Sep. 30, 2020$ / shares | Dec. 31, 2019USD ($) |
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding | shares | 2,485,794 | ||
Warrant Liability | $ | $ 18,513,000 | $ 15,879,843 | |
Bridge Financing Warrants [member] | |||
Class of Warrant or Right [Line Items] | |||
Strike Price | $ / shares | $ 22.90 | ||
Warrants Outstanding | shares | 218,964 | ||
Warrant Liability | $ | $ 1,065,000 | 1,385,400 | |
Private Placement Financing Warrants [member] | |||
Class of Warrant or Right [Line Items] | |||
Strike Price | $ / shares | 19.39 | ||
Warrants Outstanding | shares | 1,822,771 | ||
Warrant Liability | $ | $ 13,457,000 | 12,189,169 | |
Modification Warrants [member] | |||
Class of Warrant or Right [Line Items] | |||
Strike Price | $ / shares | 12.04 | ||
Warrants Outstanding | shares | 360,256 | ||
Warrant Liability | $ | $ 3,251,500 | $ 2,305,274 | |
Additional Modification Warrants [member] | |||
Class of Warrant or Right [Line Items] | |||
Strike Price | $ / shares | $ 14.03 | ||
Warrants Outstanding | shares | 83,803 | ||
Warrant Liability | $ | $ 739,500 |
Warrants - Schedule Of Fair V_2
Warrants - Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Warrant Liability (Detail) | Sep. 30, 2020yr | Dec. 31, 2019yr |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | |
Volatility | Maximum [Member] | Liability Classified Warrant [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 89.50 | 123.64 |
Volatility | Minimum [Member] | Liability Classified Warrant [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 85.36 | 117.43 |
Remaining Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | |
Remaining Term | Maximum [Member] | Liability Classified Warrant [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.64 | 4.86 |
Remaining Term | Minimum [Member] | Liability Classified Warrant [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 2.03 | 2.78 |
Risk Free Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | |
Risk Free Rate | Maximum [Member] | Liability Classified Warrant [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.34 | 1.69 |
Risk Free Rate | Minimum [Member] | Liability Classified Warrant [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.25 | 1.68 |
Warrants - Fair Value Of The Eq
Warrants - Fair Value Of The Equity Classified Warrants (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 2,485,794 | |
Warrant Liability | $ 18,513,000 | $ 15,879,843 |
Equity Classified Warrant [member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 35,000 | |
Dispensary Mortgage Warrants [member] | Equity Classified Warrant [member] | ||
Class of Warrant or Right [Line Items] | ||
Strike Price | $ 9.10 | |
Warrants Outstanding | 35,000 | |
Warrant Liability | $ 181,272 |
Warrants - Summarizes The Signi
Warrants - Summarizes The Significant Assumptions Used In Determining The Fair Value Of The Equity Classified Warrants (Detail) | Sep. 30, 2020yr |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Volatility | Equity Classified Warrant [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.80 |
Remaining Term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Remaining Term | Equity Classified Warrant [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 5 |
Risk Free Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Risk Free Rate | Equity Classified Warrant [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 37 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||||
Income/(Loss) before Income Taxes | $ 39,189,341 | $ (10,713,603) | $ 52,189,559 | $ (40,011,094) |
Income Tax Expense | $ 28,436,332 | $ 3,624,333 | $ 56,964,047 | $ 4,706,000 |
Effective Tax Rate | 72.60% | (33.80%) | 109.10% | (11.80%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
unrecognized tax benefits | $ 16,264,727 | $ 2,113,263 | |
Income tax paid | $ 37,820,228 | $ 10,534,408 |
Investments - Schedule Of Long
Investments - Schedule Of Long Term Investments (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Longterm Investments [Line Items] | |||||
Beginning balance | $ 14,068,821 | $ 40,933,283 | $ 40,933,283 | ||
Additions | 25,000 | ||||
Fair value adjustment | $ 8,134,213 | $ (1,196,676) | 8,117,178 | (932,983) | (5,459,462) |
Applied to consideration in business combination | (21,405,000) | ||||
Ending balance | 22,210,999 | 22,210,999 | 14,068,821 | ||
Convertible Debt Securities [member] | |||||
Longterm Investments [Line Items] | |||||
Beginning balance | 7,533,000 | 30,336,000 | 30,336,000 | ||
Conversion of notes receivable | (7,533,000) | ||||
Fair value adjustment | (1,398,000) | ||||
Applied to consideration in business combination | (21,405,000) | ||||
Ending balance | 7,533,000 | ||||
Equity Securities [member] | |||||
Longterm Investments [Line Items] | |||||
Beginning balance | 6,535,821 | $ 10,597,283 | 10,597,283 | ||
Additions | 25,000 | ||||
Conversion of notes receivable | 7,533,000 | ||||
Fair value adjustment | 8,117,178 | (4,061,462) | |||
Ending balance | $ 22,210,999 | $ 22,210,999 | $ 6,535,821 |
Investments - Summary Of Equity
Investments - Summary Of Equity Investments were Valued Using a Market Approach (Detail) | Sep. 30, 2020 |
Measurement Input Discount For Lack Of Control [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, Measurement Input | 13 |
Measurement Input, Discount for Lack of Marketability [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, Measurement Input | 30 |
Measurement Input, Discount for Lack of Marketability [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, Measurement Input | 10 |
Investments - Schedule Of Fair
Investments - Schedule Of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Dec. 31, 2019 |
Risk free rate | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative investment, measurement input | 2.46 |
Risk free rate | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative investment, measurement input | 1.58 |
Equity Volatility | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative investment, measurement input | 106 |
Equity Volatility | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative investment, measurement input | 58 |
Market Yield | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative investment, measurement input | 18 |
Market Yield | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative investment, measurement input | 15 |
Probability of Qualified Financing | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative investment, measurement input | 0 |
Probability of Sale | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative investment, measurement input | 30 |
Probability of No Event | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative investment, measurement input | 70 |
Share Capital - Schedule of Com
Share Capital - Schedule of Common Stock Outstanding Roll Forward (Detail) - USD ($) | May 15, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Class of Stock [Line Items] | |||||
Distribution of contingent consideration | 2,713,463 | ||||
Distribution of deferred shares | 101,695 | 1,367,643 | |||
Issuance of shares for redemption of noncontrolling interests | $ 5,350,000 | $ 5,350,000 | $ 25,068,847 | ||
Issuance of shares upon exercise of options and warrants | $ 448,424 | $ 656,096 | |||
Subordinate Voting Shares [member] | |||||
Class of Stock [Line Items] | |||||
Beginning balance | 128,999,964 | ||||
Issuance of shares under business combinations and investments | 238,450 | ||||
Distribution of contingent consideration | 2,713,463 | ||||
Distribution of deferred shares | 1,220,548 | ||||
Issuance of shares for redemption of noncontrolling interests | $ 1,315,789 | ||||
Issuance of shares upon exercise of options and warrants | $ 71,384 | ||||
Issuances of shares upon vesting of RSUs | 901,023 | ||||
Exchange of shares | 27,539,300 | ||||
Ending balance | 128,999,964 | 162,999,921 | 162,999,921 | ||
Multiple Voting Shares [member] | |||||
Class of Stock [Line Items] | |||||
Beginning balance | 373,350 | ||||
Exchange of shares | (252,440) | ||||
Ending balance | 373,350 | 120,910 | 120,910 | ||
Super Voting Shares [member] | |||||
Class of Stock [Line Items] | |||||
Beginning balance | 402,289 | ||||
Exchange of shares | (22,953) | ||||
Ending balance | 402,289 | 379,336 | 379,336 |
Share Capital - Share-based Pay
Share Capital - Share-based Payment Arrangement, Option, Activity (Detail) - 9 months ended Sep. 30, 2020 | USD ($)yrshares | $ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Balance | shares | 3,839,017 | |
Number of Share, Granted | shares | 2,496,511 | |
Number of Shares, Exercised | shares | (65,443) | |
Number of Shares, Forfeited | shares | (487,486) | |
Number of Share, Vested | shares | 1,635,030 | |
Number of Shares, Ending Balance | shares | 5,782,599 | |
Number of Share, Exercisable | shares | 1,516,872 | |
Weighted Average Exercise Price, Balance | $ / shares | $ 13.21 | |
Weighted Average Exercise Price, Granted | $ / shares | 9.76 | |
Weighted Average Exercise Price, Exercised | $ / shares | 11.02 | |
Weighted Average Exercise Price, Forfeited | $ / shares | 13.82 | |
Weighted Average Exercise Price, Vested | $ / shares | 13.36 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | 11.69 | |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 13.22 | |
Weighted Average Contractual Life, Balance | yr | 5.81 | |
Weighted Average Contractual Life Granted | 5 years | |
Weighted Average Contractual Life Exercised | 3 years 11 months 23 days | |
Weighted Average Contractual Life Forfeited | 5 years 2 months 19 days | |
Weighted Average Contractual Life, Vested | 6 years 7 months 24 days | |
Weighted Average Contractual Life, Ending Balance | yr | 5.53 | |
Weighted Average Contractual Life, Exercisable | 6 years 8 months 23 days | |
Aggregate Intrinsic Value, Balance | $ | $ 218,234 | |
Aggregate Intrinsic Value, Exercised | $ | $ 4,601,129 |
Share Capital - Schedule of Sha
Share Capital - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Risk-free interest rate, Minumum | 0.36% |
Risk-free interest rate, Maximum | 2.33% |
Expected dividend yield | 0.00% |
Expected volatility, Minumum | 80.00% |
Expected volatility, maximum | 100.00% |
Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Expected option life | 3 years |
Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Expected option life | 10 years |
Share Capital - Non-vested Rest
Share Capital - Non-vested Restricted Stock Shares Activity (Detail) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Balance | shares | 1,399,762 |
Number of Shares, Granted | shares | 254,268 |
Number of Shares, Forfeited | shares | (64,500) |
Number of Shares, Vested | shares | (901,023) |
Number of Shares, Balance | shares | 688,507 |
Weighted Average Grant Date Fair Value, Balance | $ / shares | $ 9.30 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 1,265 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 15.60 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 14.85 |
Weighted Average Grant Date Fair Value, Balance | $ / shares | $ 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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-Based Compensation Expense | $ 4,435,634 | $ 3,564,095 | $ 15,209,520 | $ 13,324,083 |
Stock options expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-Based Compensation Expense | 2,614,273 | 1,666,465 | 8,209,557 | 4,248,461 |
Restricted Stock Units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-Based Compensation Expense | $ 1,821,054 | $ 1,897,630 | $ 6,999,963 | $ 9,075,622 |
Share Capital - Schedule of Bus
Share Capital - Schedule of Business Acquisitions of Contingent Consideration (Detail) | 9 Months Ended |
Sep. 30, 2020USD ($)shares | |
Issuance of shares under business combinations and investments | shares | 2,713,463 |
Stock Issued During Period, Value, Acquisitions | $ | $ 22,885,813 |
Advanced Grow Labs, LLC [Member] | |
Business Acquisition, Date of Transaction | Feb. 12, 2019 |
Issuance of shares under business combinations and investments | shares | 1,396,533 |
Stock Issued During Period, Value, Acquisitions | $ | $ 11,544,855 |
For Success Holdings Company [Member] | |
Business Acquisition, Date of Transaction | Feb. 21, 2019 |
Issuance of shares under business combinations and investments | shares | 779,690 |
Stock Issued During Period, Value, Acquisitions | $ | $ 6,686,432 |
Integral Associates, LLC [Member] | |
Business Acquisition, Date of Transaction | Jun. 5, 2019 |
Issuance of shares under business combinations and investments | shares | 537,240 |
Stock Issued During Period, Value, Acquisitions | $ | $ 4,654,526 |
Share Capital - Additional of I
Share Capital - Additional of Information (Detail) - USD ($) | Aug. 31, 2020 | Aug. 26, 2020 | Aug. 12, 2020 | Aug. 07, 2020 | Jun. 29, 2020 | May 15, 2020 | Feb. 10, 2020 | Dec. 31, 2019 | May 15, 2019 | Jun. 30, 2018 | Sep. 30, 2020 |
Distribution of deferred shares, Shares | 101,695 | 1,367,643 | |||||||||
Issuance of shares under contingent consideration | 2,713,463 | ||||||||||
Distribution of deferred shares | $ 16,587,798 | $ 1,835,331 | |||||||||
Ohio Investors 2017 LLC [Member] | |||||||||||
Issuance of shares under business combinations and investments | 1,315,789 | ||||||||||
Issuance of shares under business combinations and investments, Value | $ 20,078,940 | ||||||||||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 11,200,000 | ||||||||||
Noncontrolling partners interest periodic increase decrease | $ 8,878,940 | $ 20,078,940 | |||||||||
KW Ventures LLC [Member] | |||||||||||
Issuance of shares under business combinations and investments | 48,450 | ||||||||||
Issuance of shares under business combinations and investments, Value | $ 400,413 | ||||||||||
Advanced Grow Labs LLC [Member] | |||||||||||
Issuance of shares under contingent consideration | 1,396,533 | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Cost Not yet Recognized, Amount | $ 25,815,117 | ||||||||||
Cost Not yet Recognized, Period for Recognition | 1 year 11 months 4 days | ||||||||||
GTII Stock and Incentive Plan [Member] | |||||||||||
Percentage of maximum number of shares issued under the plan | 10.00% | ||||||||||
Multiple Voting Shares [Member] | |||||||||||
Conversion of Stock, Shares Issued | (252,440) | ||||||||||
Common Stock, Shares, Outstanding | 373,350 | 120,910 | |||||||||
Multiple Voting Shares [Member] | Conversion Of Multiple Voting Shares [Member] | |||||||||||
Conversion Of Stock, Shares Converted | 252,440 | ||||||||||
Common Stock Conversion Basis | 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. | ||||||||||
Voting Rights | 100 | ||||||||||
Subordinate Voting Shares [Member] | |||||||||||
Conversion of Stock, Shares Issued | 27,539,300 | ||||||||||
Common Stock, Shares, Outstanding | 128,999,964 | 162,999,921 | |||||||||
Issuance of shares under business combinations and investments | 238,450 | ||||||||||
Distribution of deferred shares, Shares | 1,220,548 | ||||||||||
Issuance of shares under contingent consideration | 2,713,463 | ||||||||||
Subordinate Voting Shares [Member] | Rise Canton [Member] | |||||||||||
Issuance of shares under business combinations and investments, Value | $ 1,307,798 | ||||||||||
Subordinate Voting Shares [Member] | MC Brands LLC [Member] | |||||||||||
Issuance of shares under business combinations and investments | 190,000 | ||||||||||
Issuance of shares under business combinations and investments, Value | $ 1,840,009 | ||||||||||
Subordinate Voting Shares [Member] | Advanced Grow Labs LLC [Member] | |||||||||||
Issuance of shares under business combinations and investments | 472,500 | ||||||||||
Issuance of shares under business combinations and investments, Value | $ 538,000 | ||||||||||
Subordinate Voting Shares [Member] | Success Holdings [Member] | |||||||||||
Issuance of shares under business combinations and investments | 646,353 | ||||||||||
Issuance of shares under business combinations and investments, Value | $ 8,064,668 | ||||||||||
Subordinate Voting Shares [Member] | Conversion Of Multiple Voting Shares [Member] | |||||||||||
Conversion of Stock, Shares Issued | 25,244,000 | ||||||||||
Shares Available For Conversion | 12,091,000 | ||||||||||
Subordinate Voting Shares [Member] | Conversion Of Super Voting Shares [Member] | |||||||||||
Conversion of Stock, Shares Issued | 2,295,300 | ||||||||||
Super Voting Shares [Member] | |||||||||||
Conversion of Stock, Shares Issued | (22,953) | ||||||||||
Common Stock, Shares, Outstanding | 402,289 | 379,336 | |||||||||
Super Voting Shares [Member] | Conversion Of Super Voting Shares [Member] | |||||||||||
Conversion Of Stock, Shares Converted | 22,953 | ||||||||||
Common Stock Conversion Basis | 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 | ||||||||||
Voting Rights | 1,000 | ||||||||||
Shares Available For Conversion | 37,933,600 |
Other Income (Expense) - Schedu
Other Income (Expense) - Schedule of Other Nonoperating Income (Expense) (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Fair value adjustments on equity investments | $ 8,134,213 | $ (1,196,676) | $ 8,117,178 | $ (932,983) | $ (5,459,462) |
Fair value adjustments on variable note receivable | (5,428,542) | (815,937) | (7,424,727) | ||
Fair value adjustments on warrants issued | (3,181,114) | (2,060,771) | |||
Fair value adjustments on contingent consideration | 442,991 | 425,426 | |||
Other | 1,036,793 | 39,678 | 1,835,670 | 388,277 | |
Total Other Income (Expense) | $ 6,432,883 | $ (6,585,540) | $ 7,501,566 | $ (7,969,433) |
Commitments and Contingencies -
Commitments and Contingencies - Additional of Information (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($) | Dec. 31, 2019 | |
Construction Commitments [member] | ||
Disclosure of Commitments and Contingencies [Line Items] | ||
Contractual Obligation | $ 25,600,000 | |
Reimbursement of Contractual Obligation | $ 22,500,000 | |
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, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $ 675,594 | |
Warrant Liability | (18,513,000) | $ (15,879,843) |
Financial Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 78,091,073 | 46,667,334 |
Notes Receivable | 815,937 | |
Investments | 22,210,999 | 14,068,821 |
Liability of Redemption of Noncontrolling Interest | (5,500,000) | |
Contingent Consideration Payable | (36,315,360) | (58,936,739) |
Warrant Liability | (18,513,000) | (15,879,843) |
FairValueNetAssetLiability | 45,473,712 | (18,764,490) |
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 | 78,091,073 | 46,667,334 |
Investments | 675,594 | |
Liability of Redemption of Noncontrolling Interest | ||
Contingent Consideration Payable | ||
Warrant Liability | ||
FairValueNetAssetLiability | 78,766,667 | 46,667,334 |
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 | ||
Investments | ||
Liability of Redemption of Noncontrolling Interest | ||
Contingent Consideration Payable | ||
Warrant Liability | ||
FairValueNetAssetLiability | ||
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 | ||
Notes Receivable | 815,937 | |
Investments | 21,535,406 | 14,068,821 |
Liability of Redemption of Noncontrolling Interest | (5,500,000) | |
Contingent Consideration Payable | (36,315,360) | (58,936,739) |
Warrant Liability | (18,513,000) | (15,879,843) |
FairValueNetAssetLiability | $ (33,292,954) | $ (65,431,824) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional of Information (Detail) | Sep. 30, 2020USD ($) |
Disclosure Text Block Supplement [Abstract] | |
Investments Fair Value | $ 675,594 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||||
Current assets | $ 159,059,237 | $ 159,059,237 | $ 109,062,611 | ||
Current liabilities | 105,898,809 | 105,898,809 | 111,367,255 | ||
Chesapeake Alternatives LLC [member] | |||||
Variable Interest Entity [Line Items] | |||||
Equity attributable to noncontrolling interests | 298,252 | 298,252 | 350,206 | ||
Equity attributable to Green Thumb Industries Inc. | 10,457,386 | 10,457,386 | 6,645,263 | ||
Revenues | 5,684,349 | $ 4,369,436 | 14,792,710 | $ 12,458,427 | |
Net income (loss) attributable to noncontrolling interests | 26,134 | 1,807,394 | 206,929 | 2,244,546 | |
Net income (loss) attributable to Green Thumb Industries Inc. | 1,033,650 | (971,880) | 3,812,121 | ||
Net income (loss) | 1,059,784 | 835,514 | 4,019,050 | 2,244,546 | |
Chesapeake Alternatives LLC [member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Current assets | 29,728,652 | 29,728,652 | 19,455,533 | ||
Non-current assets | 3,041,401 | 3,041,401 | 22,384,663 | ||
Current liabilities | 21,228,691 | 21,228,691 | 14,219,204 | ||
Non-current liabilities | 785,724 | 785,724 | 1,169,989 | ||
Illinois Disp LLC [member] | |||||
Variable Interest Entity [Line Items] | |||||
Equity attributable to noncontrolling interests | 2,309,983 | 2,309,983 | 2,089,071 | ||
Equity attributable to Green Thumb Industries Inc. | 2,309,983 | 2,309,983 | 2,089,070 | ||
Revenues | 5,224,583 | 1,620,065 | 13,170,514 | 4,174,045 | |
Net income (loss) attributable to noncontrolling interests | 897,494 | 185,930 | 2,170,912 | 506,972 | |
Net income (loss) attributable to Green Thumb Industries Inc. | 897,494 | 185,931 | 2,170,913 | 506,972 | |
Net income (loss) | 1,794,988 | 371,860 | 4,341,825 | 1,013,943 | |
Illinois Disp LLC [member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Current assets | 2,489,118 | 2,489,118 | 1,381,716 | ||
Non-current assets | 3,752,645 | 3,752,645 | 3,083,659 | ||
Current liabilities | 898,661 | 898,661 | 149,498 | ||
Non-current liabilities | 473,136 | 473,136 | 137,736 | ||
Other Non material VIEs [member] | |||||
Variable Interest Entity [Line Items] | |||||
Equity attributable to noncontrolling interests | 85,561 | 85,561 | (22,488) | ||
Equity attributable to Green Thumb Industries Inc. | 2,619,001 | 2,619,001 | 2,270,598 | ||
Revenues | 2,695,781 | 689,097 | 6,778,501 | 2,373,042 | |
Net income (loss) attributable to noncontrolling interests | 185,452 | (1,624,850) | 319,511 | (2,307,097) | |
Net income (loss) attributable to Green Thumb Industries Inc. | 294,969 | 1,059,653 | 661,341 | ||
Net income (loss) | 480,421 | $ (565,197) | 980,852 | $ (2,307,097) | |
Other Non material VIEs [member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Current assets | 2,261,685 | 2,261,685 | 1,352,935 | ||
Non-current assets | 2,353,991 | 2,353,991 | 2,534,297 | ||
Current liabilities | 1,108,292 | 1,108,292 | 783,682 | ||
Non-current liabilities | $ 802,823 | $ 802,823 | $ 855,440 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Revenues (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 157,103,841 | $ 67,990,907 | $ 379,346,367 | $ 140,630,847 |
Depreciation and Amortization | 11,534,876 | 7,913,813 | 38,479,960 | 17,528,891 |
Income Taxes | 28,436,332 | 3,624,333 | 56,964,047 | 4,706,000 |
Intersegment Eliminations and Corporate [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Income Taxes | (2,576,000) | (6,083,333) | ||
Operating Segments [Member] | Consumer Packaged Goods Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 74,702,069 | 35,093,858 | 177,355,614 | 71,651,968 |
Depreciation and Amortization | 10,029,857 | 7,226,614 | 33,089,808 | 16,100,635 |
Income Taxes | 12,928,449 | 1,072,333 | 23,553,449 | 1,761,333 |
Operating Segments [Member] | Retail Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 111,948,115 | 43,532,286 | 275,451,137 | 85,501,646 |
Depreciation and Amortization | 1,505,019 | 687,199 | 5,309,152 | 1,428,256 |
Income Taxes | 15,507.883 | 5,128,000 | 33,410,598 | 9,028,000 |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ (29,546,343) | $ (10,635,237) | $ (73,460,384) | $ (16,522,767) |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill | $ 373,081,716 | $ 375,084,991 | $ 39,204,360 |
Intangible Assets Net | 409,655,517 | 435,246,898 | |
Consumer Packaged Goods Segment [Member] | |||
Goodwill | 252,016,532 | 255,211,232 | 23,918,000 |
Retail Segment [Member] | |||
Goodwill | 121,065,184 | 119,873,759 | $ 15,286,360 |
Operating Segments [Member] | Consumer Packaged Goods Segment [Member] | |||
Goodwill | 252,016,532 | 255,211,232 | |
Intangible Assets Net | 215,986,854 | 228,244,254 | |
Operating Segments [Member] | Retail Segment [Member] | |||
Goodwill | 121,065,184 | 119,873,759 | |
Intangible Assets Net | $ 193,668,663 | $ 207,002,644 |