Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Entity Interactive Data Current | Yes | ||
Amendment Flag | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
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 Voluntary Filers | No | ||
Entity Address, State or Province | BC | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $ 1,749,774,660 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Description | We are filing this Amendment No. 1 (“Amendment No. 1”) to our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Original Form 10-K”), as filed with the Securities and Exchange Commission on March 18, 2021 (the “Original Filing Date”), solely to correct an administrative error in the content of the cover page that resulted in the disclosure of an incorrect number of Multiple Voting Shares (on an as converted basis) as of March 1, 2021. The Original Form 10-K incorrectly stated that 40,259,000 Multiple Voting Shares were outstanding (on an as converted basis) as of March 1, 2021, while the correct number was 4,025,900. The amended cover page as included herein, reflects the correct number of Multiple Voting Shares outstanding (on an as converted basis) as of March 1, 2021. Except as described above, no changes have been made to the Original Form 10-K, and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Form 10-K. This Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date. | ||
Subordinate Voting Shares [Member] | |||
Document Information [Line Items] | |||
Title of 12(g) Security | Subordinate Voting Shares | ||
Entity Common Stock, Shares Outstanding | 184,533,692 | ||
Super Voting Shares [Member] | |||
Document Information [Line Items] | |||
Title of 12(g) Security | Super Voting Shares | ||
Entity Common Stock, Shares Outstanding | 30,103,100 | ||
Multiple Voting Shares [Member] | |||
Document Information [Line Items] | |||
Title of 12(g) Security | Multiple Voting Shares | ||
Entity Common Stock, Shares Outstanding | 40,259,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and Cash Equivalents | $ 83,757,785 | $ 46,667,334 |
Accounts Receivable | 21,414,987 | 7,530,253 |
Inventories | 69,542,953 | 46,034,481 |
Prepaid Expenses | 6,445,393 | 6,780,657 |
Other Current Assets | 2,782,887 | 2,049,886 |
Total Current Assets | 183,944,005 | 109,062,611 |
Property and Equipment, Net | 189,925,877 | 155,596,675 |
Right of Use Assets, Net | 140,382,781 | 63,647,812 |
Investments | 40,794,806 | 14,068,821 |
Investment in Associate | 12,669,963 | 10,350,000 |
Note Receivable | 815,937 | |
Intangible Assets, Net | 406,242,034 | 435,246,898 |
Goodwill | 382,697,467 | 375,084,991 |
Deposits and Other Assets | 1,892,229 | 3,662,879 |
TOTAL ASSETS | 1,358,549,162 | 1,167,536,624 |
Current Liabilities: | ||
Accounts Payable | 20,503,572 | 8,745,821 |
Accrued Liabilities | 56,288,729 | 37,184,406 |
Current Portion of Notes Payable | 341,983 | 206,675 |
Current Portion of Lease Liabilities | 3,862,110 | 3,833,268 |
Liability for Acquisition of Noncontrolling Interest | 0 | 5,500,000 |
Contingent Consideration Payable | 22,150,000 | 50,391,181 |
Income Tax Payable | 16,142,041 | 5,505,904 |
Total Current Liabilities | 119,288,435 | 111,367,255 |
Long-Term Liabilities: | ||
Lease Liabilities, Net of Current Portion | 146,426,760 | 61,115,737 |
Notes Payable, Net of Current Portion and Debt Discount | 98,712,996 | 91,140,194 |
Contingent Consideration Payable | 4,950,000 | 8,545,558 |
Warrant Liability | 39,454,000 | 15,879,843 |
Deferred Income Taxes | 35,557,630 | 36,279,361 |
TOTAL LIABILITIES | 444,389,821 | 324,327,948 |
COMMITMENTS AND CONTINGENCIES | ||
SHARE HOLDERS' EQUITY | ||
Share Capital | 1,048,640,398 | 980,638,701 |
Contributed Surplus | 4,893,153 | 3,960,854 |
Deferred Share Issuances | 2,587,317 | 16,587,798 |
Accumulated Deficit | (145,498,623) | (160,491,590) |
Equity of Green Thumb Industries Inc. | 910,622,245 | 840,695,763 |
Noncontrolling interests | 3,537,096 | 2,512,913 |
TOTAL SHAREHOLDERS' EQUITY | 914,159,341 | 843,208,676 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 1,358,549,162 | 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 | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Subordinate Voting Shares [Member] | ||
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 178,113,221 | 128,999,964 |
Common Stock, Shares, Outstanding | 178,113,221 | 128,999,964 |
Multiple Voting Shares [Member] | ||
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 40,289 | 373,350 |
Common Stock, Shares, Outstanding | 40,289 | 373,350 |
Super Voting Shares [Member] | ||
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 312,031 | 402,289 |
Common Stock, Shares, Outstanding | 312,031 | 402,289 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenues, net of discounts | $ 556,572,889 | $ 216,432,605 | $ 62,493,680 |
Cost of Goods Sold, net | (252,404,301) | (109,401,914) | (34,177,259) |
Gross Profit | 304,168,588 | 107,030,691 | 28,316,421 |
Expenses: | |||
Selling, General, and Administrative | 198,061,759 | 134,721,393 | 54,656,579 |
Total Expenses | 198,061,759 | 134,721,393 | 54,656,579 |
Income (Loss) From Operations | 106,106,829 | (27,690,702) | (26,340,158) |
Other Income (Expense): | |||
Other Income (Expense), net | 15,376,746 | (10,318,936) | 56,417,421 |
Interest Income, net | 113,667 | 1,465,705 | 1,952,945 |
Interest Expense, net | (18,666,520) | (13,658,904) | (2,278,834) |
Total Other Income (Expense) | (3,176,107) | (22,512,135) | 56,091,532 |
Income (Loss) Before Provision for Income Taxes And Non-Controlling Interest | 102,930,722 | (50,202,837) | 29,751,374 |
Provision For Income Taxes | 83,852,802 | 9,344,033 | 7,183,595 |
Net Income (Loss) Before Non-Controlling Interest | 19,077,920 | (59,546,870) | 22,567,779 |
Net Income Attributable to Non-Controlling Interest | 4,084,953 | (430,463) | 27,811,696 |
Net Income (Loss) Attributable To Green Thumb Industries Inc. | $ 14,992,967 | $ (59,116,407) | $ (5,243,917) |
Net Income (Loss) per share—basic | $ 0.07 | $ (0.31) | $ (0.04) |
Net Income (Loss) per share—diluted | $ 0.07 | $ (0.31) | $ (0.04) |
Weighted average number of shares outstanding—basic | 210,988,259 | 190,602,400 | 130,102,523 |
Weighted average number of shares outstanding—diluted | 212,531,188 | 190,602,400 | 130,102,523 |
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, 2017 | $ 64,424,815 | $ 65,308,240 | $ 0 | $ 0 | $ 0 | $ (4,249,775) | $ 3,366,350 |
Conversion of notes payable into share capital | 8,613,740 | 3,927,483 | 4,686,257 | ||||
Reverse takeover | 3,002,634 | 3,002,634 | |||||
Shares issued pursuant to private placement, net of issuance costs and issuance of options as settlement of services provided | 59,788,076 | 58,881,710 | 906,366 | ||||
Purchase accounting adjustments for 2017 acquisitions | (2,800,000) | (2,800,000) | |||||
Conversion of exchange note | 44,140,526 | 44,140,526 | |||||
Issuance of shares upon fundraise transaction, August 2018, net of costs | 58,592,775 | 58,592,775 | 0 | 0 | 0 | 0 | 0 |
Issuance of shares upon fundraise transaction, October 2018, net of costs | 75,083,480 | 75,083,480 | 0 | 0 | 0 | 0 | 0 |
Noncontrolling interests adjustment for change in ownership | (36,970,608) | 35,940,000 | 27,773,234 | 0 | 0 | (90,244,101) | (10,439,741) |
Contributions from limited liability company unit holders | 18,934,973 | 1,637,479 | 17,297,494 | ||||
Issuance of shares under business combinations and investments | 51,151,649 | 51,151,649 | 0 | 0 | 0 | 0 | 0 |
Issuance of shares for redemption of noncontrolling interests | 4,093,718 | 4,093,718 | 0 | 0 | 0 | 0 | 0 |
Exercise of options and warrants | 906,296 | 1,395,733 | 0 | (489,437) | 0 | 0 | 0 |
Stock based compensation | 12,148,251 | 0 | 0 | 12,148,251 | 0 | 0 | 0 |
Control acquired through management service agreement | (164,635) | (164,635) | |||||
Noncontrolling interest under business combination | 1,896,546 | 1,896,546 | |||||
Distributions of investments | (26,134,851) | (26,134,851) | |||||
Distributions to limited liability company unit holders | (17,088,284) | 0 | 0 | 0 | 0 | (2,266,627) | (14,821,657) |
Net (loss) income | 22,567,779 | 0 | 0 | 0 | 0 | (5,243,917) | 27,811,696 |
Ending 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 | (1,128,776) | 22,461,256 | (27,773,234) | (1,128,776) | 0 | 0 | 5,311,978 |
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 | 506,999,712 | 530,697,606 | 0 | (23,697,894) | 0 | 0 | 0 |
Issuance of shares for redemption of noncontrolling interests | 25,420,009 | 29,889,374 | 0 | (4,469,365) | 0 | 0 | 0 |
Deferred share issuances | 16,587,798 | 0 | 0 | 0 | 16,587,798 | 0 | 0 |
Stock based compensation | 18,285,377 | 0 | 0 | 18,285,377 | 0 | 0 | 0 |
Issueance of warrants | 0 | 0 | 0 | 0 | 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) |
Shares issued in consideration of professional fees | 228,761 | 228,761 | |||||
Issuance of shares upon Exercise of broker options | 665,152 | 665,152 | |||||
Net (loss) income | (59,546,870) | 0 | 0 | 0 | 0 | (59,116,407) | (430,463) |
Ending balance at Dec. 31, 2019 | 843,208,676 | 980,638,701 | 0 | 3,960,854 | 16,587,798 | (160,491,590) | 2,512,913 |
Noncontrolling interests adjustment for change in ownership | 0 | 322,270 | 0 | 0 | 0 | 0 | (322,270) |
Contributions from limited liability company unit holders | 50,000 | 0 | 0 | 0 | 0 | 0 | 50,000 |
Issuance of shares under business combinations and investments | 9,815,308 | 27,222,737 | 0 | (17,407,429) | 0 | 0 | 0 |
Exercise of options and warrants | 1,640,147 | 2,818,409 | 0 | (1,178,262) | 0 | 0 | 0 |
Stock based compensation | 19,336,718 | 0 | 0 | 19,336,718 | 0 | 0 | 0 |
Contingent Consideration And Other Adjustments To Purchase Accounting | 22,885,813 | 22,885,813 | 0 | 0 | 0 | 0 | 0 |
Distribution of contingent consideration | 0 | 14,752,468 | 0 | 0 | (14,752,468) | 0 | 0 |
Issuance of deferred shares | 751,987 | 0 | 0 | 0 | 751,987 | 0 | 0 |
Issueance of warrants | 181,272 | 0 | 0 | 181,272 | 0 | 0 | 0 |
Distributions to limited liability company unit holders | (2,788,500) | 0 | 0 | 0 | 0 | 0 | (2,788,500) |
Net (loss) income | 19,077,920 | 0 | 0 | 0 | 0 | 14,992,967 | 4,084,953 |
Ending balance at Dec. 31, 2020 | $ 914,159,341 | $ 1,048,640,398 | $ 0 | $ 4,893,153 | $ 2,587,317 | $ (145,498,623) | $ 3,537,096 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOW FROM OPERATING ACTIVITIES | |||
Net income (loss) attributable to Green Thumb Industries Inc. | $ 14,992,967 | $ (59,116,407) | $ (5,243,917) |
Net income (loss) attributable to non-controlling interest | 4,084,953 | (430,463) | 27,811,696 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 52,505,575 | 31,482,340 | 5,183,980 |
Amortization of operating lease assets | 26,287,253 | 7,291,154 | |
Loss on disposal of property and equipment | 31,340 | 667,837 | |
Loss from investment in associate | 56,423 | 55,750 | |
Bad debt expense | 367,400 | ||
Deferred rent | (20,978) | ||
Deferred income taxes | 2,094,504 | (13,680,913) | 4,061,000 |
Stock based compensation | 19,336,718 | 18,285,377 | 12,148,251 |
Decrease (increase) in fair value of investments | (28,690,766) | 5,586,480 | (51,942,861) |
Decrease in fair value conversion feature | (1,293,474) | ||
Changes in value of liabilities related to put option and purchase of noncontrolling interests | 132,523 | (2,518,180) | |
Interest on convertible note payable | 434,000 | ||
Gain on settlement of contingent consideration | (9,877,014) | ||
Interest on contingent consideration payable and acquisition liabilities | 1,235,072 | 3,908,529 | 178,030 |
Increase (decrease) in fair value of warrant liability | 23,001,771 | (4,159,687) | |
Decrease in fair value of note receivable | 815,937 | 6,608,790 | |
Amortization of debt discount | 5,158,618 | 5,177,775 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (14,252,134) | (791,709) | (3,682,031) |
Inventories | (23,377,268) | (19,928,761) | (7,441,790) |
Prepaid expenses and other current assets | 230,406 | (5,656,786) | (2,092,697) |
Deposits and other assets | 755,630 | (306,795) | (679,072) |
Accounts payable | 11,674,295 | (1,398,269) | 4,725,096 |
Accrued liabilities | 18,683,963 | 10,366,677 | 1,722,772 |
Operating lease liabilities | (17,682,357) | (6,488,207) | 0 |
Income tax payable | 8,540,102 | 5,048,319 | 243,585 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 95,916,965 | (18,013,610) | (17,683,003) |
CASH FLOW FROM INVESTING ACTIVITIES | |||
Purchases of property and equipment | (59,796,992) | (88,557,016) | (27,432,847) |
Proceeds from disposal of assets | 11,799,025 | 20,325,557 | |
Investments in securities | (525,000) | (42,550,000) | |
Proceeds from repayment or sale of securities | 169,818 | 20,000,000 | |
Investment in associates | (4,387,500) | ||
Advances to related parties | (2,750,000) | ||
Repayments from related parties | 583,686 | ||
Repayment of note receivable | 3,000,000 | ||
Issuance of notes receivable | (3,500,000) | ||
Consolidation of variable interest entities | 154,776 | ||
Purchases of licenses | (49,999) | ||
Purchase of businesses, net of cash acquired | (8,921,162) | (109,439,921) | (51,489,384) |
NET CASH USED IN INVESTING ACTIVITIES | (57,274,311) | (174,671,380) | (111,421,268) |
CASH FLOW FROM FINANCING ACTIVITIES | |||
Contributions from limited liability company unit holders | 50,000 | 1,650,000 | 21,748,211 |
Distributions to third parties and limited liability company unit holders | (2,788,500) | (7,516,061) | (17,368,034) |
Payment for change in ownership interests of subsidiary | (700,000) | ||
Proceeds from shares issued pursuant to private placement | 66,805,295 | ||
Proceeds from exchangeable notes payable | 45,000,000 | ||
Proceeds from fundraiser transactions | 140,289,093 | ||
Proceeds from exercise of options and warrants | 1,640,147 | 540,089 | 906,296 |
Reverse takeover, private placement, and fundraise transaction financing costs | (10,627,423) | ||
Proceeds from issuance of notes payable | 117,435,724 | 825,000 | |
Principal repayment of notes payable | (303,850) | (18,743,500) | (1,353,592) |
Payment for purchase of noncontrolling interest | (150,000) | ||
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (1,552,203) | 93,366,252 | 245,524,846 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | |||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 37,090,451 | (99,318,738) | 116,420,575 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 46,667,334 | 145,986,072 | 29,565,497 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 83,757,785 | 46,667,334 | 145,986,072 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
Interest paid | 12,761,513 | 5,019,465 | 874,298 |
NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Purchase of property and equipment with cancellation of note receivable | 605,000 | ||
Conversion of notes payable into equity | 8,613,740 | ||
Compensation options issued for reverse takeover services | 906,366 | ||
Initial consolidation of variable interest entities, net of cash | (319,411) | ||
Accrued capital expenditures | (2,029,105) | 14,949,980 | 2,710,085 |
Distributions of investments | 26,134,851 | ||
Liability related to put option of convertible note payable | 7,108,043 | ||
Noncash increase in right of use asset | (79,084,799) | (63,477,013) | |
Noncash increase in lease liability | $ 79,084,799 | 63,975,259 | |
Net liability upon adoption of ASC 842, Leases | (498,246) | ||
Exercise of put options | $ (1,128,776) | ||
Warrants attributable to debt issuance | 753,658 | 20,039,530 | |
Mortgages associated with dispensaries | $ 3,607,000 | ||
Liability for purchase of noncontrolling interest | (5,350,000) | $ (25,420,009) | 25,068,847 |
Liability associated with acquisition agreement | 2,000,000 | ||
Issuance of contingent shares under acquisition agreement | 22,485,670 | 10,999,040 | |
Deferred share issuances | 751,987 | 16,587,798 | |
Deferred share distributions | (14,752,468) | ||
Issuance of shares under business combinations | 4,619,237 | 495,737,729 | 51,151,649 |
Inventory | 131,204 | 13,746,656 | 975,329 |
Accounts receivable | 2,164,140 | ||
Prepaid assets | 17,280 | 531,276 | 26,635 |
Property and equipment | 263,860 | 16,628,952 | 3,938,703 |
Investments | 9,900,000 | ||
Right of use assets | 119,313 | 7,461,953 | |
Identifiable intangible assets | 6,181,523 | 377,163,592 | 76,650,639 |
Goodwill | 7,612,476 | 331,208,108 | 39,016,100 |
Deposits and other assets | 610,863 | 1,171,667 | 239,808 |
Liabilities assumed | (1,519,596) | (9,729,371) | (2,088,369) |
Lease liabilities | (119,313) | (7,461,953) | |
Contingent liabilities | (56,992,000) | (8,857,220) | |
Equity interests issued | (5,096,648) | (495,806,400) | (49,689,149) |
Conversion of note receivable previously issued | (27,121,559) | ||
Acquisition liability | (17,378,866) | ||
Deferred income taxes | 720,200 | (36,046,274) | (6,680,000) |
Noncontrolling interests | (2,043,092) | ||
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed) | $ 8,921,162 | $ 109,439,921 | $ 51,489,384 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. NATURE OF OPERATIONS Green Thumb Industries Inc. (“ Green Thumb Company TM In addition to the States listed above, the Company also conducts pre-licensing On June 12, 2018, the Company completed a reverse takeover transaction (“ RTO CSE GTII GTBIF The Company’s registered office is located at 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8. The Company’s U.S. headquarters are at 325 W. Huron St., Suite 700, Chicago, IL 60654. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Preparation and Statement of Compliance The consolidated financial statements as of December 31, 2020, 2019 and 2018 (the “ Consolidated Financial Statements GAAP (b) Basis of Measurement These consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein. (c) Functional and Presentation Currency The Company’s functional currency, as determined by management, is the United States (“ U.S. (d) Basis of Consolidation The consolidated financial statements for the years ended December 31, 2020, 2019 and 2018 include the accounts of the Company, its wholly-owned subsidiaries, its partially-owned subsidiaries, and those controlled by the Company by virtue of agreements, on a consolidated basis after elimination of intercompany transactions and balances. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee, and when the Company has the ability to affect those returns through its power over the investee. The financial statements of entities controlled by the Company by virtue of agreements are fully consolidated from the date that control commences and deconsolidated from the date control ceases. On January 1, 2018, the members of GTI-Clinic non-Illinois GTI-Clinic On June 12, 2018, the Company completed a reverse takeover transaction with Bayswater Uranium Corporation (“ Bayswater Transaction RTO The following are the Company’s wholly owned subsidiaries that are included in these consolidated financial statements as of and for the years ended December 31, 2020 and 2019: Subsidiaries Jurisdiction Interest GTI23, Inc. Delaware 100 % VCP23, LLC Delaware 100 % GTI Core, LLC Delaware 100 % The following are VCP23, LLC’s and GTI Core, LLC’s wholly owned subsidiaries and entities over which the Company has control, that are included in these consolidated financial statements for the year ended December 31, 2020: Subsidiaries Ownership Jurisdiction Purpose JB17, LLC 100 % Maryland Management company GTI-Clinic 100 % Illinois License holder IL Disp, LLC 50 % Illinois License holder RISE Holdings, Inc. 100 % Massachusetts License holder GTI Maryland, LLC 100 % Maryland License holder Ohio Investors 2017, LLC 99 % Ohio Holding Company GTI Ohio, LLC 99 % Ohio License holder GTI Nevada, LLC 100 % Nevada License holder GTI Pennsylvania, LLC 100 % Pennsylvania License holder GTI Florida, LLC 100 % Florida Holding company KSGNF, LLC 100 % Florida License holder GTI New Jersey, LLC 100 % New Jersey License holder KW Ventures Holdings, LLC 100 % Pennsylvania License holder Chesapeake Alternatives, LLC 100 % Maryland License holder Meshow, LLC 0 % Maryland License holder Advanced Grow Labs, LLC 100 % Connecticut License holder Bluepoint Wellness of Westport, LLC 46 % Connecticut License holder Bluepoint Apothecary, LLC 100 % Connecticut License holder Southern CT Wellness and Healing 100 % Connecticut License Holder Integral Associates, LLC 100 % Nevada License holder Integral Associates CA, LLC 100 % California License holder Fiorello Pharmaceuticals, Inc. 100 % New York License holder MC Brands, LLC 100 % Colorado Intellectual property For Success Holding Company 100 % California Intellectual property VCP IP Holdings, LLC 100 % Delaware Intellectual property Vision Management Services, LLC 100 % Delaware Management company TWD18, LLC 100 % Delaware Investment company VCP Real Estate Holdings, LLC 100 % Delaware Real Estate holding company (e) Investment in Associates Associates are all entities over which the Company has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method and are initially recognized at cost. Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company. Dilution gains and losses arising in investments in associates are recognized in the consolidated statements of operations. The Company assesses annually whether there is any objective evidence that its interest in associates is impaired. If impaired, the carrying value of the Company’s share of the underlying assets of associates is written down to its estimated recoverable amount (being the higher of fair value less costs of disposal or value in use) and charged to the consolidated statement of operations. If the financial statements of an associate are prepared on a date different from that used by the Company, adjustments are made for the effects of significant transactions or events that occur between that date and the date of these consolidated financial statements. (f) Non-controlling Non-controlling NCI (g) Cash and Cash Equivalents Cash and cash equivalents include cash deposits in financial institutions, other deposits that are readily convertible into cash, with original maturities of three months or less, and cash held at retail locations. (h) Accounts Receivable Accounts receivable are recorded net of an allowance for doubtful accounts. The Company estimates the allowance for doubtful accounts based on existing contractual payment terms, actual payment patterns of its customers and individual customer circumstances. For the years ended December 31, 2020 and 2019 the Company recorded approximately $223,200 and $139,000, respectively, in allowance for doubtful accounts and wrote off approximately $367,400 and $161,700 during each respective period. (i) Inventories Inventories of purchased finished goods and packing materials are initially valued at cost and subsequently at the lower of cost and net realizable value. Costs incurred during the growing and production process are capitalized as incurred to the extent that cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Cost is determined using the weighted average cost basis. Products for resale and supplies and consumables are valued at lower of cost and net realizable value. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventories are written down to net realizable value. (j) Property and Equipment Property and equipment are stated at cost, including capitalized borrowing costs, net of accumulated depreciation and impairment losses, if any. Expenditures that materially increase the life of the assets are capitalized. Ordinary repairs and maintenance are expensed as incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms and methods: Land Not Depreciated Buildings and Improvements 39 Years Furniture and Fixtures 5 – 7 Years Computer Equipment and Software 5 Years Leasehold Improvements Remaining Life of Lease Production and Processing Equipment 5 – 7 Years Assets Under Construction Not Depreciated The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year-end de-recognition The Company evaluates the recoverability of other long-lived assets, including property, plant and equipment, and certain identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company performs impairment tests of indefinite-lived intangible assets on an annual basis or more frequently in certain circumstances. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its fair value. There were no impairment charge s (k) Note Receivable and Investments Convertible notes investments and investments in equity of private companies are classified as financial assets at fair value through profit or loss. Upon initial recognition, the investment is recognized at fair value with directly attributable transaction costs expensed as incurred. Subsequent changes in fair value are recognized in profit or loss. (l) Intangible Assets Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization periods of assets with finite lives are based on management’s estimates at the date of acquisition and were as follows for each class of intangible asset as of December 31, 2020: Licenses and Permits 7-15 years Tradenames 3-15 Customer Relationships 3-7 Non-competition 2-5 Intangible assets with finite lives are amortized 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. (m) Goodwill Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The Company reviews indefinite-lived intangible assets, which includes goodwill, annually, as of September 30, for impairment or more frequently if events or circumstances indicate that the carrying value may not be recoverable. An impaired asset is written down to its estimated fair value based on the most recent information available. The Company assesses the fair values of its intangible assets, and its reporting unit for goodwill testing purposes, using an income-based approach. Under the income approach, fair value is based on the present value of estimated future cash flows. The income approach is dependent on a number of factors, including forecasted revenues and expenses, appropriate discount rates and other variables. The annual impairment review utilizes the estimated fair value of the intangible assets and the overall reporting unit and compares the estimated fair values to the carrying values as of the testing date. If the carrying value of these intangible assets or the reporting unit exceeds the fair values, the Company would then use the fair values to measure the amount of any required impairment charge. No impairment charge was recognized for intangible assets for any of the fiscal periods presented. (n) Income Taxes Deferred taxes are provided using an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using the enacted taxes rates. The effect on deferred tax assets and liabilities of a change in tax law or tax rates is recognized in income in the period that enactment occurs. As discussed further in Note 14—Income Taxes, the Company is subject to the limitations of IRC Section 280E. (o) Revenue Recognition Revenue is recognized by the Company in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). In order to recognize revenue under ASU 2014-09, • Identify a customer along with a corresponding contract; • Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; • Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; • Allocate the transaction price to the performance obligation(s) in the contract; and • Recognize revenue when or as the Company satisfies the performance obligation(s). Revenues consist of Consumer Packaged Goods and Retail sales of cannabis, which are generally recognized at a point in time when control over the goods have been transferred to the customer and is recorded net of sales discounts. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. Sales discounts were not material during the years ended December 31, 2020, 2019 and 2018. Revenue is recognized upon the satisfaction of the performance obligation. The Company satisfies its performance obligation and transfers control upon delivery and acceptance by the customer. For some of its locations, the Company offers a loyalty reward program to its dispensary customers. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. As of December 31, 2020 and 2019, the loyalty liability totaled $2,876,683 and $1,000,010, respectively, and is included in accrued liabilities on the consolidated balance sheets. (p) Stock-Based Payments 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 shall measure 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 payments plans are ultimately recognized as an expense in profit or loss with a corresponding credit to reserve for stock-based payments, in equity. The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period of the award. Non-market (q) Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2—Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and Level 3—Inputs for the asset or liability that are not based on observable market data. For further details, see Note 17—Fair Value Measurements. (r) 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 onerous contracts and, where applicable, records contingent liabilities for such 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 consolidated statement of operations. (s) Share Capital Common shares are classified as equity (the Company’s Super Voting Shares, Multiple Voting Shares and Subordinate Voting Shares are all considered Common Shares). 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 (t) Earnings (Loss) per Share Basic earnings (loss) per share is calculated using the treasury stock method, by dividing the net earnings (loss) attributable to shareholders by the weighted average number of common shares outstanding during each of the years presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding common shares and consequently are not included in the loss per share calculations. Diluted income per share is calculated 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: RSUs, stock options and warrants. As of December 31, 2020, 2019 and 2018, the Company had 5,664,406, 3,839,017, and 1,677,192 options outstanding, 689,340, 1,399,762 and 1,589,000 RSUs outstanding, and 2,520,794, 2,406,811 and no warrants outstanding during each respective period. In order to determine diluted income per share, it is assumed that any proceeds from the exercise of dilutive stock options would be used to repurchase common shares at the average market price during the period. The diluted income per share calculation excludes any potential conversion of stock options and convertible debt that would increase earnings per share or decrease loss per share. For the year ended December 31, 2020, the computation of diluted earnings per share included 1,307,421 options, 134,254 RSUs and 101,254 warrants. No potentially dilutive common share equivalents were included in the computation of diluted loss per share for the years ended December 31, 2019 and 2018 because their impact would have been anti-dilutive. (u) Business Combinations Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value at the date of acquisition. Acquisition related transaction costs are expensed as incurred. Identifiable assets and liabilities, including intangible assets, of acquired businesses are recorded at their fair value at the date of acquisition. When the Company acquires control of a business, any previously held equity interest also is remeasured to fair value. The excess of the purchase consideration and any previously held equity interest over the fair value of identifiable net assets acquired is goodwill. If the fair value of identifiable net assets acquired exceeds the purchase consideration and any previously held equity interest, the difference is recognized in the Consolidated Statements of Operations immediately as a gain or loss on acquisition. Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with ASC 450, Contingencies, (v) Foreign Currency Assets and liabilities denominated in currencies other than Green Thumb’s functional currency are initially measured in the functional currencies at the transaction date exchange rate. Monetary assets are remeasured at the rate of exchange in effect as of the balance sheet date. Revenues and expenses are translated at the transaction date exchange rate. Foreign currency gains and losses resulting from translation are reflected in net comprehensive income (loss) for the period. During the year ended December 31, 2020, 2019 and 2018, there were no transactions in currencies other than US Dollars. (w) Impairment of Other Long-Lived Assets The Company evaluates the recoverability of other long-lived assets, including property, plant and equipment, and certain identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company performs impairment tests of indefinite-lived intangible assets on an annual basis or more frequently in certain circumstances. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its fair value. There was no impairment charge related to intangible assets or property, plant and equipment for the years ended December 31, 2020, 2019 and 2018. (x) Significant Accounting Judgments, Estimates and Assumptions The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Significant judgments, estimates and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements are described below. (i) Estimated Useful Lives and Amortization of Intangible Assets (Also see Note 8—Intangible Asset and Goodwill) Amortization of intangible assets is recorded on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any. (ii) Business Combinations Classification of an acquisition as a business combination or an asset acquisition depends on whether the assets acquired constitute a business, which can be a complex judgment. Whether an acquisition is classified as a business combination or asset acquisition can have a significant impact on the entries made on and after acquisition. In determining the fair value of all identifiable assets, liabilities and contingent liabilities acquired, the most significant estimates relate to contingent consideration and intangible assets. Management exercises judgement in estimating the probability and timing of when earn-outs are expected to be achieved which is used as the basis for estimating fair value. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied. See Note 7—Acquisitions for details. (iii) Inventories The net realizable value of inventories represents the estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price the Company expects to realize by selling the inventory, and the contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on sale could differ from the estimated value of inventory. Periodic reviews are performed on the inventory balance. The impact of changes in inventory reserves is reflected in cost of goods sold. (iv) Investments in Private Holdings Investments include private company investments which are carried at fair value based on the value of the Company’s interests in the private companies determined from financial information provided by management of the companies, which may include operating results, subsequent rounds of financing and other appropriate information. Any change in fair value is recognized on the consolidated statement of operations. (v) Goodwill Impairment Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill has been impaired. In order to determine if the value of goodwill has been impaired, the reporting unit to which goodwill has been assigned or allocated must be valued using present value techniques. When applying this valuation technique, the Company relies on a number of factors, including historical results, business plans, forecasts and market data. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill. As described in Notes 2(l) and 2(m), a two-step Step One Step Two (vi) Determination of Reporting Units 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 analyzed it’s 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. The following represent the markets in which Green Thumb operates as of December 31, 2020: California, Colorado, Connecticut, Florida, Illinois, Maryland, Massachusetts, Nevada, New Jersey, New York, Ohio and Pennsylvania. (vii) Consolidation Judgment is applied in assessing whether the Company exercises control and has significant influence over entities in which the Company directly or indirectly owns an interest. The Company has control when it has the power over the subsidiary, has exposure or rights to variable returns, and has the ability to use its power to affect the returns. Significant influence is defined as the power to participate in the financial and operating decisions of the subsidiaries. Where the Company is determined to have control, these entities are consolidated. Additionally, judgment is applied in determining the effective date on which control was obtained. (viii) Allowance for Uncollectible Accounts Management determines the allowance for uncollectible accounts by evaluating individual receivable balances and considering accounts and other receivable financial condition and current economic conditions. Accounts receivable and financial assets recorded in other receivables are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. All receivables are expected to be collected within one year of the balance sheet date. (ix) Stock-Based Payments Valuation of stock-based compensation and warrants requires management to make estimates regarding the inputs for option pricing models, such as the expected life of the option, the volatility of the Company’s stock price, the vesting period of the option and the risk-free interest rate are used. Actual results could differ from those estimates. The estimates are considered for each new grant of stock options or warrants. (x) Fair Value of Financial Instruments The individual fair values attributed to the different components of a financing transaction, derivative financial instruments, are determined using valuation techniques. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. (y) New and Revised Standards (i) In June 2016, the Financial Accounting Standards Board (“ FASB ASU No. 2016-13, ASU 2016-13 CECL held-to-maturity (ii) In January 2017, the FASB issued ASU No. 2017-04 ASU 2017-04 2017-04 2017-04 (iii) In August 2018, the FASB issued ASU 2018-13, ASU 2018-13 ASU 2018-13 2018-13 (iv) In December 2019, the FASB issued ASU 2019-12, ASU 2019-12 2019-12 2019-12 (v) In January 2020, the FASB issued ASU 2020-01, ASU 2020-01 2020-01 (vi) On August 5, 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Cont |
Reverse Takeover Transaction
Reverse Takeover Transaction | 12 Months Ended |
Dec. 31, 2020 | |
Reverse Takeover Transaction [Abstract] | |
Reverse Takeover Transaction | 3. REVERSE TAKEOVER TRANSACTION In April 2018, the Company raised approximately $65.1 million in subscription receipts, gross of approximately $4.0 million in transaction costs. The subscription receipts were for the potential purchase of shares in GTI Finco Inc. (“GTI Finco”) and were held in an escrow account until the reverse takeover transaction. Additionally, the Company issued 285,000 options to consultants with a strike prices of C$7.75 per option. The value of the options was approximately $900 ,000 At a meeting of shareholders on June 11, 2018, the Company’s shareholders approved a resolution to restructure the Company’s share capital to, among other things, re-designate On June 12, 2018, Green Thumb Industries Inc., 1165318 B.C. Ltd. (a wholly-owned subsidiary of Bayswater) (“Subco”), VCP23, LLC (“VCP”), GTI23, Inc. (“GTI23”) and GTI Finco entered into a Business Combination Agreement whereby the Company, Subco, VCP, GTI23 and GTI Finco combined their respective businesses (the “Transaction”). The Transaction was structured as a series of transactions, including a Canadian three-cornered amalgamation transaction and a series of U.S. reorganization steps. The subscription receipts of GTI Finco were then released from escrow. In connection with the Transaction completed on June 12, 2018, the Company changed its name from “Bayswater Uranium Corporation” to “Green Thumb Industries Inc.” and consolidated its existing common shares on the basis of one Subordinate Voting Share for each 368 existing common shares of the Company. Such share consolidation has been reflected retrospectively in these consolidated financial statements. The Company, Subco and GTI Finco were parties to a three-cornered amalgamation (“Amalgamation”) whereby GTI Finco shareholders received Subordinate Voting Shares of the Company on a one-for-one Green Thumb was the acquirer for accounting purposes and the net assets of Bayswater acquired were nil. Pursuant to the reverse merger, the historical financial statements of Green Thumb Industries, Inc. (the accounting acquirer) become the historical financial statements of Bayswater Uranium Corporation (legal acquirer) on a go forward basis. As a result, Green Thumb Industries, Inc. has retroactively restated its share capital on a per share basis pursuant to ASC 805, Business Combinations |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. INVENTORIES The Company’s inventories include the following at December 31, 2020 and December 31, 2019: December 31, December 31, Raw Material $ 6,372,659 $ 6,375,032 Packaging and Miscellaneous 8,592,153 4,887,970 Work in Process 25,488,806 20,162,723 Finished Goods 30,821,392 16,640,629 Reserve for Obsolete Inventory (1,732,05 7 ) (2,031,873 ) Total Inventories $ 69,542,953 $ 46,034,481 |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Note Receivable | 5. NOTE RECEIVABLE On October 16, 2018, the Company executed a promissory note to an unrelated third party. The value of the note was secured by warrants of the third party which expire in January 2021. The maturity date of the note was tied directly to the expiration date of the warrants, both being January 2021. The initial fair value upon execution of the note was $11,630,867. The fair value as of December 31, 2020, 2019 and 2018 was $0, $815,937, and $7,424,727 respectively. For the years ended December 31, 2020, 2019 and 2018, the Company recorded adjustments to the fair value of the note of ($815,937), ($6,608,790), and $(4,206,141), respectively, in other income (expense) on the consolidated statement of operations. The note receivable was categorized as a financial instrument measured at fair value. As the note was determined to have no value as of December 31, 2020, due to the significant decline in the value of the underlying warr a 2019 Risk-free Rate 1.90% Exercise Price of Underlying Securities $1.998 Share Price of Underlying Security 1.90 Volatility 71.50% Remaining Life (in years) 1.0 At each reporting date, the Company applies its judgment to evaluate the collectability of the note receivable and makes a provision based on the assessed amount of expected credit loss. This judgment is based on parameters such as interest rates, specific country risk factors, and creditworthiness of the creditor. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. PROPERTY AND EQUIPMENT At December 31, 2020, property and equipment consisted of the following: Cost Land Buildings and Equipment, Leasehold Capitalized Assets 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 22,687,020 13,587,238 19,925,75 5 488,681 4,595,227 61,870,788 Disposals (979,930 ) (4,507,086 ) — — — (6,978,389 ) (12,465,405 ) As at December 31, 2020 $ 2,879,376 $ 51,557,405 $ 49,097,109 $ 88,607,252 $ 2,988,681 $ 18,988,954 $ 214,118,777 Accumulated Depreciation As at January 1, 2020 $ — $ 2,236,254 $ 3,882,178 $ 2,998,287 $ — $ — $ 9,116,719 As at December 31, 2020 $ — $ 3,357,360 $ 10,344,829 $ 10,264,683 $ 226,028 $ — $ 24,192,900 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 December 31, 2020 $ 2,879,376 $ 48,200,045 $ 38,752,280 $ 78,342,569 $ 2,762,653 $ 18,988,954 $ 189,925,877 At December 31, 2019, property and equipment consisted of the following: Cost Land Buildings and Equipment, Leasehold Capitalized Assets 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 year ended December 31, 2020, 2019 and 2018 totaled $15,479,179, $6,827,711 and $2,687,025, respectively of which $8,283,206, $4,246,524 and $1,346,632, respectively, is included in cost of goods sold. On March 6, 2020, the Company closed a sale and lease back transaction to sell its Oglesby, Illinois cultivation and processing facility to Innovative Industrial Properties (“IIP”). Under the long-term agreement, the Company leased back the facility and continues 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) within the consolidated statement of operations. On January 31, 2020, the Company closed a sale and lease back transaction to sell its Toledo, Ohio processing facility to IIP. Under the long-term agreement, the Company leased back the facility and continues 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 November 12, 2019, the Company closed on a sale and lease back transaction to sell its Danville Pennsylvania 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 $3,363,676 of land, $15,702,017 of buildings and improvements, and $2,854,198 in production and processing equipment. There was no gain or loss on the sale. For further information regarding these transactions, see Note 10—Leases. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 7. ACQUISITIONS The Company has determined that the below acquisitions are business combinations under ASC 805, Business Combinations. (a) 2020 Business Acquisitions (i) Acquisition of Southern CT Wellness and Healing On December 18, 2020, the Company acquired 100% of the ownership interests of a Connecticut-based dispensary. The total consideration paid was approximately $14.4 million which included cash of approximately $9.0 million and 230,031 Subordinate Voting Shares valued at approximately $5.4 million based on the fair value of the securities on the date of issuance, which was the closing price of Green Thumb’s Subordinate Voting Shares as traded on the CSE on the date of the transaction. The assets acquired and liabilities assumed as part of the acquisition were not material. The Company recorded $9,615,751 and $6,326,523 in Goodwill and Intangible assets, respectively as part of the preliminary purchase price allocation. The preliminary valuation was based on Management’s estimates and assumptions which are subject to change within the purchase price allocation period (generally one year from the acquisition date). The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the tangible and intangible assets acquired and the residual goodwill. Acquisition related costs associated with the transaction were not material. (b) 2019 Business Acquisitions During the prior year, the Company closed on a number of business acquisitions. As of December 31, 2019, the Company completed preliminary allocations of the purchase prices of the assets acquired and liabilities assumed with the assistance of an independent valuation firm. During 2020, the purchase price allocations were finalized and adjustments, primarily to Goodwill and Intangible assets, were recorded by the Company. The following table summarizes the final acquisition-date fair value of the consideration transferred for each acquisition: Advanced Integral Other Cash Paid $ 15,481,967 $ 52,807,500 $ 44,147,694 Shares of the Company Issued 79,959,170 273,146,014 142,607,973 Deferred Share Issuance 5,380,000 — 11,207,798 Conversion of Previous Notes Receivable — — 27,121,559 Acquisition Liability — 791,068 — Contingent Consideration 7,831,000 39,985,000 8,926,000 Total Consideration $ 108,652,137 $ 366,729,582 $ 234,011,024 The Following table summarizes the final accounting estimates for each acquisition: Advanced Integral Other Cash $ 1,406,377 $ 744,825 $ 777,371 Inventory 1,906,828 10,107,303 1,732,525 Accounts Receivable 420,649 1,477,535 265,956 Prepaid Expenses — 492,571 38,705 Property and Equipment 5,934,295 8,107,836 2,667,436 Right-of-Use 565,336 4,840,609 2,056,008 Investment in CAL Funding 9,900,000 — — Deposits and Other Assets 246,843 122,826 1,405,986 Intangible Assets: Licenses and Permits 28,920,000 175,845,000 48,155,000 Tradename 930,000 57,425,000 38,740,592 Customer Relationships 12,462,000 2,678,000 9,298,000 Non-competition 100,000 — 2,465,000 Liabilities Assumed (1,230,441 ) (11,091,246 ) (6,172,243 ) Deferred Tax Liabilities (12,731,349 ) — (20,823,225 ) Total Identifiable Net Assets 48,830,538 250,750,259 80,607,111 Goodwill 59,821,599 115,979,323 153,403,913 Net Assets $ 108,652,137 $ 366,729,582 $ 234,011,024 Other Acquisitions consists of For Success Holding Company, Fiorello Pharmaceuticals, Inc., MC Brands, LLC as well as two dispensaries. The details of the transactions are discussed below. The Company also incurred approximately $812,000 of acquisition related costs which were expensed during the year ended December 31, 2019. (i) Acquisition of Advanced Grow Labs, LLC On February 12, 2019, the Company acquired 100% of the ownership interests of Connecticut-based Advanced Grow Labs, LLC (“AGL”). AGL is licensed in Connecticut to grow and process cannabis. The acquisition included a manufacturing license and an ownership stake in a Connecticut-based dispensary. The transaction consideration included $15.5 million of cash and approximately 7.3 million Subordinate Voting Shares of Green Thumb which were valued at approximately $85.1 million, based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb’s Subordinate Voting Shares as traded on the CSE on the date of the transaction. The purchase agreement also included contingent consideration ranging from $0 to $15 million in shares of Green Thumb and was dependent upon the EBITDA results of AGL over the twelve-month period following the close of the transaction. During the year ended December 31, 2020, the Company issued 1,396,533 Subordinate Voting Shares of Green Thumb representing the full settlement of the contingent consideration. The shares had a fair value of $11,544,855 at the date of issuance. As of December 31, 2020 and 2019, the estimated fair value of the contingent consideration associated with the acquisition of AGL, which was valued using a probability weighting of the potential payouts, was $0 and $8,654,623, respectively on the consolidated balance sheets. In addition, on August 12, 2020, the Company issued 472,500 deferred shares to the former owners of AGL. The deferred shares had a value of $5,380,000 and were valued as of the date of the initial transaction. As of December 31, 2020 and 2019, the Company had deferred shares associated with the acquisition of AGL of $0 and $5,380,000, respectively, recorded on the consolidated balance sheets. (ii) Acquisition of Integral Associates, LLC On June 5, 2019, the Company acquired 100% of the ownership interests of Integral Associates, LLC (“Integral Associates”). The acquisition included Integral Associate’s retail brand Essence, three retail locations, as well as two cultivation and processing facilities. The transaction consideration included $52.8 million paid in cash and approximately 20.8 million in Subordinate Voting Shares which were valued at $235.4 million, and an additional 3.3 million milestone shares with a fair value of $37.7 million, for a total value of $ awarding of conditional and/or final dispensary operating licenses. During the year ended December 31, 2020, the Company issued 537,240 Subordinate Voting Shares to the former owners of Integral Associates in connection with the awarding of final operating licenses for two Nevada dispensaries. The shares had a fair value of $4,654,526 at the date of issuance. Additionally, the Company wrote off a portion of the contingent consideration in the amount of $7,582,001 associated with Integral Associates unsuccessful attainment of the EBTIDA targets over the first twelve months of operations, which was recorded through other income and expense on the consolidated statement of operations. As of December 31, 2020 and 2019, the estimated fair value of the contingent consideration associated with the acquisition of Integral Associates, which was valued using a probability weighting of the potential payouts, was $27,100,000 and $39,554,185, respectively of which $4,950,000 and $0, respectively, was recorded as a non-current liability. (iii) Acquisition of For Success Holding Company On February 21, 2019, the Company acquired 100% of the ownership interests of For Success Holding Company, the Los Angeles-based creator of the lifestyle suite of Beboe branded products. Beboe is currently available in certain retail locations in California, Colorado and Illinois and via home delivery across California. The acquisition was an all stock transaction whereby consideration was satisfied through the issuance 6,463,553 of Green Thumb’s Subordinate Voting Shares (including 793,448 deferred shares) which were valued at $94.5 million, based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb’s Subordinate Voting Shares as traded on the CSE on the date of the transaction. The purchase agreement also included additional consideration ranging from $0 to $15 million in cash or shares of Green Thumb subject to Beboe achieving the placement of its products in specified retailers during the twelve months post acquisition of which $6.9 million was earned and paid during 2019 in the form of 808,614 Subordinated Voting Shares. During the year ended December 31, 2020, the Company issued 779,690 Subordinate Voting Shares of Green Thumb representing the full settlement of the remaining contingent consideration. The shares had a fair value of $6,686,432 at the date of issuance. As of December 31, 2020 and 2019, the estimated fair value of the contingent consideration associated with the acquisition of For Success Holding Company, which was valued using a probability weighting of the potential payouts, was $0 and $2,432,373, respectively, on the consolidated balance sheets. In addition, on August 26, 2020, the Company issued 646,353 deferred shares to the former owners of For Success Holding Company. The deferred shares associated with the acquisition of For Success Holding Company had a value of $8,064,668 and were valued as of the date of the initial transaction. As of December 31, 2020 and 2019, the Company had deferred shares of $1,835,332 and $9,900,000, respectively, recorded on the consolidated balance sheets. (iv) Acquisition of Fiorello Pharmaceuticals, Inc On August 23, 2019, the Company acquired 100% of the ownership interests of New York-based Fiorello Pharmaceuticals, Inc. The acquisition consideration paid included $42.6 million of cash and 1.7 million of the Company’s Subordinate Voting Shares which were valued at $14.1 million, based on the fair value of the securities on the date of issuance, which was the closing price of Green Thumb’s Subordinate Voting Shares as traded on the CSE on the date of the transaction. The acquisition included the license and assets for one cultivation, one processing, and four retail facilities in New York. (v) MC Brands, LLC On June 12, 2019, the Company acquired the remaining 75% interest in MC Brands, LLC which is based in Colorado through the issuance of 1.7 million Subordinate Voting Shares valued at $19.4 million. The transaction was accounted for as an asset acquisition. (c) Pro Forma Financial Information—Significant 2019 Acquisitions The following unaudited financial information reflects the results of operations of AGL and Integral Associates from the transaction date (the date of acquisition for AGL of February 12, 2019 and for Integral Associates of June 5, 2019) through the year ended December 31, 2019 and the results of operations for AGL and Integral Associates for the year ended December 31, 2018: Transaction Date through For the Year Ended Advanced Integral Advanced Integral Revenues, net of discounts $ 16,377,199 $ 39,246,745 $ 17,016,743 $ 60,261,432 Net income (loss) 3,612,455 (6,375,800 ) 7,497,696 13,218,159 The following unaudited pro forma financial information reflects the combined results of operations of Green Thumb, AGL and Integral Associates for the period from January 1, 2019 through December 31, 2019 (presented as if the acquisitions had occurred at January 1, 2019): For the Year Ended December 31, 2019 Green Thumb Advanced Integral Pro Forma Notes Pro Forma Unaudited Unaudited Revenues, net of discounts $ 160,808,662 $ 18,516,074 $ 79,146,937 $ — $ 258,471,673 Net income (loss) attributable to Green Thumb Industries Inc. (56,353,062 ) 4,586,122 (1,110,610 ) (8,394,854 ) (a), (b) (61,272,404 ) (a) Includes (b) Includes estimated income tax expense of AGL of $164,780 and Integral Associates of $1,263,645 based on a 24% effective tax rate. The following unaudited pro forma financial information reflects the combined results of operations of Green Thumb, AGL and Integral Associates for the period from January 1, 2018 through December 31, 2018 (presented as if the acquisitions had occurred at January 1, 2018): For the Year Ended December 31, 2018 Green Thumb Advanced Integral Pro Forma Notes Pro Forma Unaudited Unaudited Revenues, net of discounts $ 62,493,680 $ 17,016,743 $ 60,261,432 $ — $ 139,771,855 Net income (loss) attributable to Green Thumb Industries Inc. (5,243,917 ) 7,497,696 13,218,159 (24,006,529 ) (a), (b) (8,534,591 ) (a) Includes estimated amortization expense on intangible assets acquired as part of the acquisition of AGL and Integral Associates of $3,927,619 and $15,933,905 each representing twelve months of amortization expense, respectively. (b) Includes estimated income tax expense of AGL of $972,647 and Integral Associates of $3,172,358 based on a 24% effective tax rate. |
Intangible Assets And Goodwill
Intangible Assets And Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 8. INTANGIBLE ASSETS AND GOODWILL Intangible Assets Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is provided on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively. At December 31, 2020, intangible assets consisted of the following: Licenses and 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 Additions from acquisitions 6,326,523 — — — 6,326,523 As at December 31, 2020 $ 343,135,736 $ 99,295,599 $ 25,258,000 $ 2,585,480 $ 470,274,815 Accumulated Amortization As at January 1, 2020 $ 18,477,500 $ 4,121,800 $ 3,932,416 $ 474,669 $ 27,006,385 Amortization 23,516,095 9,333,378 3,650,589 526,334 37,026,396 As at December 31, 2020 $ 41,993,595 $ 13,455,178 $ 7,583,005 $ 1,001,003 $ 64,032,781 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 December 31, 2020 $ 301,142,141 $ 85,840,421 $ 17,674,995 $ 1,584,477 $ 406,242,034 At December 31, 2019, intangible assets consisted of the following: Licenses and 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 years ended December 31, 2020, 2019 and 2018 of $37,026,396, $24,466,370 and $2,496,955, respectively. During 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 were not significant and related to the finalization of several 2019 acquisitions. The Company also recorded an increase of $6,326,523 from the acquisition of a Connecticut-based dispensary during 2020 (see Note 7—Acquisitions for additional details). 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 $5,161,946 annually for years 2021 through 2025, and a net reduction in amortization expense of $25,809,730 thereafter. The following table outlines the estimated annual amortization expense related to intangible assets as of December 31, 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 Change in Increase (Decrease) Useful Life Estimated (After Change in 2021 $ 34,032,387 $ 5,161,946 $ 39,194,333 2022 33,601,647 5,161,946 38,763,593 2023 33,518,831 5,161,946 38,680,777 2024 32,937,498 5,161,946 38,099,444 2025 32,839,831 5,161,946 38,001,777 Thereafter 239,311,840 (25,809,730 ) 213,502,110 $ 406,242,034 $ — $ 406,242,034 Goodwill At December 31, 2020, Goodwill consisted of the following: Retail Consumer Total As at January 1, 2020 $ 119,873,759 $ 255,211,232 $ 375,084,991 Acquisitions 9,615,751 — 9,615,751 Adjustments to Purchase Price Allocations 1,191,425 (3,194,700 ) (2,003,275 ) As at December 31, 2020 $ 130,680,935 $ 252,016,532 $ 382,697,467 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 8,238,806 (3,566,285 ) 4,672,521 As at December 31, 2019 $ 119,873,759 $ 255,211,232 $ 375,084,991 For the year ended December 31, 2020, the Company recorded measurement period adjustments resulting in a net decrease in goodwill of $2,003,275 associated with various acquisitions. In regard to the Consumer Packaged Goods segment, the Company recorded measurement period adjustments associated with its acquisition of For Success Holding Company and Advanced Grow Labs, LLC of $1,687,700 and $1,507,000, respectively, which represented a reduction in the value of goodwill and deferred tax liabilities. Regarding the Retail segment, the Company recorded an increase of $9,615,751 from the acquisition of a Connecticut-based dispensary during 2020. The Company also recorded measurement period adjustments associated with its 2019 acquisition of Fiorello Pharmaceuticals, Inc. of $1,000,000 which represented an increase in the value of goodwill and corresponding adjustment to current liabilities. The remainder of the adjustments to the Retail segment represent the finalization of purchase price allocations related to other 2019 acquisitions. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Investments [Abstract] | |
Investments | 9. INVESTMENTS As of December 31, 2020 and 2019, the Company held various equity interests in privately held cannabis companies, which had a fair value of $40,794,806 and $14,068,821 as of each period end, respectively. The Company measures its equity interests that do not have readily determinable fair value, at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes. The following table summarizes the change in the Company’s investments as of December 31, 2020: Convertible Notes Equity Total Balance at January 1, 2020 $ 7,533,000 $ 6,535,821 $ 14,068,821 Additions — 525,000 525,000 Disposals — (169,818 ) (169,818 ) Conversion of notes receivable (7,533,000 ) 7,533,000 — Fair value adjustments — 26,370,803 26,370,803 Balance at December 31, 2020 $ — $ 40,794,806 $ 40,794,806 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 During the year ended December 31, 2020, the Company recorded fair value adjustments on a privately held equity interests which resulted in the Company recording a gain of $32,349,189 in other income (expense) during the period then ended. In January 2021, the Company sold approximately half of its equity interest in a privately held entity for $18,112,500 in cash. As of December 31, 2020 and 2019, the fair value of the equity interest was $37,249,189 and $4,900,000, respectively. As of December 31, 2019, the Company held an investment in a convertible note which carried simple interest of 6.00% per annum. The fair value of this investment (which was considered a Level 3 investment) was $7,533,000, and was valued using the Binomial Lattice Model, which was based on a generalized binomial option pricing formula, using the following assumptions: December 31, 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% * Management estimated that market interest rates on similar borrowings without the conversion feature to be approximately 18% and used an implied volatility of 58% in measuring the fair value of the convertible note. On August 1, 2020, the note matured and was converted into 613,875 preferred units of the privately held Company. During the year ended December 31, 2020, and as a result of the conversion, the Company, with the assistance of an independent valuation firm, measured the fair value of the preferred shares which resulted in the Company recording a loss of ($6,503,711) in other income (expense). As of December 31, 2020, the fair value of the preferred shares (which are considered a Level 3 investment) was $1,029,289. For the years ended December 31, 2020, 2019 and 2018, the Company recorded fair value adjustments, net of $26,370,803, ($4,061,462) and $4,797,283, respectively, within other income (expense) on the consolidated statements of operations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 10. LEASES (a) Operating Leases The Company has operating leases for certain Rise, Essence and other retail dispensaries located throughout the US and processing and cultivation facilities in Connecticut, Florida, Illinois, Massachusetts, Maryland, Nevada, New York, New Jersey and Pennsylvania as well as corporate office space in Illinois and Nevada. Operating lease right-of-use All real estate leases are recorded on the balance sheet. Equipment and other non-real non-lease non-lease The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract. For the years ended December 31, 2020, 2019 and 2018, the Company recorded $26,287,253, $7,291,154 and $1,901,000 respectively, in operating lease expense. Other information related to operating leases as of and for the year s and 2019 Year Ended December 31, 2020 December 31, 2019 Weighted average remaining lease term 12.10 7.42 Weighted average discount rate 13.7 % 12.0 % Maturities of lease liabilities for operating leases as of December 31, 2020 were as follows: Year Ending December 31 Third Party Related Party Total 2021 $ 24,009,579 $ 1,307,183 $ 25,316,762 2022 25,487,123 1,337,130 26,824,253 2023 25,360,510 1,367,771 26,728,281 2024 24,856,882 1,255,714 26,112,596 2025 22,834,433 1,182,489 24,016,922 2026 and Thereafter 242,729,225 9,162,841 251,892,066 Total Lease Payments 365,277,752 15,613,128 380,890,880 Less: Interest (223,015,394 ) (7,586,616 ) (230,602,010 ) Present Value of Lease Liability $ 142,262,358 $ 8,026,512 $ 150,288,870 (b) Related Party Operating Leases The Company entered into related party transactions with respect to its leasing arrangements for 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, which owns the 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 years ended December 31, 2020, 2019 and 2018, the Company recorded lease expense of $1,363,673, $1,230,350 and $515,064 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 11—Notes Payable. In connection with the Company’s acquisition of Integral Associates, 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 director of the Company who resigned from the Board effective December 31, 2020. The lease commenced on June 27, 2020 and has a ten-year ( Sales Lease Back Transactions (i) Toledo, Ohio Cultivation and Processing Facility 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. On October 1, 2020, the Company and IIP agreed to amend the lease on the Toledo, Ohio processing facility. Under the amendment, IIP will provide an additional $25,000,000 in funding to be used for the construction of a cannabis cultivation facility. Assuming full payment of the additional funding, IIP’s total investment in the property pursuant to the sale and leaseback transaction and related amendment will be $32,200,000. The amended lease has a term of 20 years and was recorded as an operating lease which resulted in a right of use asset and related lease liability of $28,134,327. (ii) Oglesby Cultivation and Processing Facility 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 which resulted in a right of use asset and related lease liability of $42,235,807. (iii) Danville Cultivation and Processing Facility On November 12, 2019, the Company closed on a sale and lease back transaction to sell its Danville, Pennsylvania cultivation and processing facility to IIP. Under a long-term agreement, the Company will lease back the facility and continue to operate and manage it. The purchase price for the property was $20,300,000, excluding transaction costs. The Company is also expected to make certain improvements to the property that will significantly enhance production capacity, for which IIP has agreed to provide reimbursement of up to $19,300,000. Assuming full reimbursement for such improvements, IIP’s total investment in the property will be $39,600,000. The lease was recorded as an operating lease and resulted in a right of use asset and related lease liability of $28,927,235. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 11. NOTES PAYABLE At December 31, 2020 and 2019, notes payable consisted of the following: December 31, 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%. $ 717,430 $ 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 $10,511,335 and $15,090,517 as of December 31, 2020 and 2019, respectively. 94,955,094 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 $174,222, and is presented net of principal payments of $40,806 as of December 31, 2020. 1,598,972 — 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, and is presented net of principal payments of $9,517 as of December 31, 2020. 823,483 — Rise Mundelein mortgage dated December 6, 2020, in the original amount of $960,000 with an interest rate of 6.95%, matures on December 06, 2025. 960,000 — Total notes payable 99,054,979 91,346,869 Less: current portion of notes payable (341,983 ) (206,675 ) Notes payable, net of current portion $ 98,712,996 $ 91,140,194 (a) Bridge Financing On April 12, 2019, the Company completed a private placement financing of $12,500,000 in six-month On May 22, 2019, the Company repaid the full principal amount and accrued interest of $12,645,833 for the Bridge Notes. The Company recognized $2,291,189 in interest expense for accretion of the debt discount upon repayment of the April 12, 2019 Bridge Notes. (b) Private Placement Financing On May 22, 2019, the Company closed a $105,66,429 senior secured non-brokered As part of the transactions, the Company issued 1,822,771 warrants to the private lenders which allow the holder to purchase Subordinate Voting Shares at an exercise price of C$19.39. The warrants may be exercised at any time during the first 60 months after the closing of the transaction. Upon issuance, the Company recorded a warrant liability, and debt discount of $16,202,934 which was measured at fair value using a Monte Carlo simulation. See Note 12—Warrants for details. In addition to the value of warrants, the debt discount included $228,761 of professional fees, and transaction related fees of $430,704 and is being accreted to interest expense over the term of the debt which approximates the effective interest method. As of December 31, 2020, and 2019, the carrying value of the debt discount, net of amortization was $8,604,784 and $12,885,643, respectively. The notes contain certain covenants which require the Company to maintain (on a daily basis) unrestricted cash and cash equivalents in an amount greater than or equal to the amount of interest that is scheduled to become due in the next 365-days (c) Modification of Private Placement Financing On November 9, 2019, the Company amended the May 22, 2019 Private Placement Financing to allow for additional financing through sales lease back arrangements and to clarify certain aspects of the financing agreement with the private lenders. Specifically, the calculation of the effective interest rate on the note was clarified to refer to a 365-day 360-day As part of the amendment, the Company issued 365,076 warrants to the private lenders allowing the holder to purchase Subordinate Voting Shares at an exercise price of C$12.04. The warrants may be exercised anytime during the first 60 months following the close of the transaction. The Company evaluated the terms of the November 9, 2019 amendment and concluded that the transaction resulted in a debt modification requiring the Company to recognize the value of the warrants as additional debt discount. Upon issuance, the Company recorded an additional amount to warrant liability, and debt discount of $2,304,874 which was measured at fair value using a Monte Carlo simulation. See Note 12 – Warrants for details. The Company did not incur any other fees related to the amendment. As of December 31, 2020 and 2019, the carrying value of the debt discount, net of amortization was $1,450,591 and $2,204,874, respectively. (d) Extension of Private Placement Financing On May 21, 2020, the Company exercised its option to extend the maturity date of the Private Placement Financing pursuant to the Note Purchase Agreement, dated May 22, 2019, as amended 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. As part of the transaction, the Company issued an additional 84,924 warrants to the private lenders allowing the holder to purchase Subordinate Voting Shares at an exercise price of C$14.03. Upon issuance, the Company recorded a warrant liability, and debt discount of $572,386 which was measured at fair value using a Monte Carlo simulation. See Note 12—Warrants for details. As of December 31, 2020, the carrying value of the debt discount, net of amortization was $455,960. (e) Mortgage on Joliet, Illinois Dispensary On June 5, 2020, the Company closed on a secured promissory note (the “Joliet Mortgage”) of $1,814,000. The Joliet Mortgage bears interest of 5% per annum and matures on June 5, 2035. The Joliet 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 using a Black Scholes Option Pricing model which were accounted for as equity and recorded as a discount on the Mortgage. (f) 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. (g) Mortgage on Mundelein, Illinois Property On December 6, 2020, the Company closed on a secured promissory note (the “Mundelein Mortgage”) of $960,000. The Mundelein Mortgage bears interest of 6.95% per annum and matures on December 6, 2025. The Mundelein Mortgage provided by the lender was used to acquire real estate located in Mundelein, Illinois adjacent to our existing retail dispensary. The Company anticipates using the additional space to expand current operations at the existing Mundelein dispensary. (h) Related Parties The private placement debt and related warrant liability are held by related parties of the Company as well as unrelated third parties at a percentage of approximately 1% and 99%. The related parties consist of Benjamin Kovler, the Chief Executive Officer and a director of the Corporation (through KP Capital, LLC); Andrew Grossman, the Executive Vice President of Capital Markets (through AG Funding Group, LLC) and Anthony Georgiadis, the Chief Financial Officer and a director of the Corporation (through Three One Four Holdings, LLC and ABG, LLC) all of whom participated in the private placement financing. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 12. WARRANTS As part of the Company’s private placement financing and Mortgage on t The following table summarizes the number warrants outstanding as of December 31, 2020: Number Weighted Weighted Number Weighted Weighted Liability Classified Equity Classified Balance as at January 1, 2020 2,406,811 C$ 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 December 31, 2020 2,485,794 C$ 18.45 4.87 35,000 $ 9.10 5.00 The following table summarizes the number of warrants outstanding as of December 31, 2019: Number Weighted Weighted Number Weighted Weighted Liability Classified Equity Classified Balance as at January 1, 2019 — C$ — — — $ — — Bridge Financing Warrants 218,964 22.90 0.32 — — — Private Placement Financing Warrants 1,822,771 19.39 3.79 — — — Modification Warrants 365,076 12.04 0.75 — — — Warrants Exercised — — — — — — Balance as at December 31, 2019 2,406,811 C$ 18.59 4.86 — $ — — (a) Liability Classified Warrants The following table summarizes the fair value of the liability classified warrants at December 31, 2020 and 2019: Warrant Liability Strike Warrants December 31, 2020 December 31, Bridge Financing Warrants C$ 22.90 218,964 $ 2,544,500 $ 1,385,400 Private Placement Financing Warrants C$ 19.39 1,822,771 28,756,500 12,189,169 Modification Warrants C$ 12.04 360,256 6,630,000 2,305,274 Additional Modification Warrants C$ 14.03 83,803 1,523,000 — Totals 2,485,794 $ 39,454,000 $ 15,879,843 (i) Note Purchase Agreement Warrants During the years ended December 31, 2020 and 2019, the Company issued warrants associated with each closing and amendment of the Bridge Notes and related Private Placement Financing under the Note Purchase Agreement (as amended) for a total of 2,491,735 warrants (collectively the “Note Purchase Agreement Warrants”) of which 2,485,794 were outstanding as of December 31, 2020. The exercise price of these warrants is denominated in Canadian dollars whereas the Company’s functional currency is USD. As such, upon issuance and at each reporting date, the Company measures the fair value of the warrants using a Monte Carlo Simulation model. For the year ended December 31, 2020 and 2019, the Company recorded a loss of $23,001,771 and a gain of $4,159,687, respectively, on the change in the fair value of the warrant liability within other income (expense) on the 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: Significant Assumptions December 31, 2020 December 31, 2019 Volatility 72.19% – 79.10% 117.43% – 123.64% Remaining Term 1.78 – 4.39 years 2.78 – 4.86 years Risk Free Rate 0.20% – 0.28% 1.68% – 1.69% (b) Equity Classified Warrants The following table summarizes the fair value of the equity classified warrants at December 31, 2020 and 2019: Warrants Included in Contributed Surplus Strike Warrants December 31, 2020 December 31, Dispensary Mortgage Warrants $ 9.10 35,000 $ 181,272 $ — (i) 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 a debt discount 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. 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 December 31, 2020 December 31, 2019 Volatility 80 % — Remaining Term 5 years — Risk Free Rate 0.37 % — |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Share Capital | 13. 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 ASC 740, Income Taxes. (a) Authorized (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 year ended December 31, 2020, the shareholders of the Company converted 333,061 Multiple Voting Shares into 33,306,100 Subordinate Voting Shares and 90,258 Super Voting Shares into 9,025,800 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 December 31, 2020, the Company had 40,289 issued and outstanding Multiple Voting Shares, which convert into 4,028,900 Subordinate Voting Shares. The Company is authorized to issue an unlimited number of Multiple Voting shares. During the year ended December 31, 2020, the shareholders of the Company converted 333,061 Multiple Voting Shares into 33,306,100 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 December 31, 2020, the Company had 312,031 issued and outstanding Super Voting Shares which convert into 31,203,100 Subordinate Voting Shares. The Company is authorized to issue an unlimited number of Super Voting Shares. During the year ended December 31, 2020, the shareholders of the Company converted 90,258 Super Voting Shares into 9,025,800 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 Voting Multiple Voting Super As at January 1, 2019 43,920,131 677,230 424,513 Issuance of shares under business combinations and investments 45,571,444 — — Noncontrolling Interests adjustment for change in ownership — 31,000 — Issuance of shares for redemption of noncontrolling interest 2,498,404 — — Issuance of shares upon vesting of RSUs 1,165,630 — — Issuance of shares upon exercise of broker options 114,080 — — Issuance of shares for professional fees 19,875 — — Exchange of shares 35,710,400 (334,880 ) (22,224 ) As at December 31, 2019 128,999,964 373,350 402,289 As at January 1, 2020 128,999,964 373,350 402,289 Issuance of shares under business combinations and investments 1,752,065 — — Distribution of contingent consideration 2,713,463 — — Distribution of deferred shares 1,220,548 — — Issuance of shares upon exercise of options and warrants 171,813 — — Issuances of shares upon vesting of RSUs 923,468 — — Exchange of shares 42,331,900 (333,061 ) (90,258 ) As at December 31, 2020 178,113,221 40,289 312,031 (i) Issuance of Shares Under Business Combinations and Investments (1) Southern CT Wellness and Healing On December 18, 2020, the Company issued 197,826 Subordinate Voting Shares with a value of $4,619,237 in connection with the Company’s acquisition of Southern CT Wellness and Healing, a Connecticut-based dispensary. The shares issued resulted in an increase in share capital and a corresponding increase in the net assets acquired. See Note 7—Acquisitions for details. (2) 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. Such shares were held back as part of the transaction and resulted in an increase in share capital and a corresponding increase to intangible assets on the Company’s consolidated balance sheets. See also Note 7—Acquisitions for details. (ii) Distribution of Contingent Consideration As of December 31 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 during the year ended December 31, 2020 in relation to each acquisition: Contingent Shares Issued December 31, 2020 Transaction Date of Transaction Units Value Advanced Grow Labs, LLC February 12, 2019 1,396,533 $ 11,544,855 For Success Holding 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 (iii) Deferred Shares—Issuances and Distribution s As part of the consideration exchanged in the Company’s acquisitions, Subordinate Voting Shares are held back or deferred until a specific date post acquisition. The deferred shares are issued to the former owners of the acquired entity upon the passage of twelve to twenty-four months from the close of each transaction as defined within each respective acquisition agreement. The following table summarizes the deferred shares held by the Company as of December 31, 2020 and 2019: Deferred Shares Outstanding December 31, 2020 December 31, 2019 Transaction Date of Transaction Units Value Units Value Advanced Grow Labs, LLC February 12, 2019 — $ — 472,500 $ 5,380,000 For Success Holding Company February 21, 2019 147,095 1,835,330 793,448 9,900,000 Rise Canton May 15, 2019 — — 101,695 1,307,798 Southern CT Wellness and Healing December 18, 2020 32,205 751,987 — — 179,300 $ 2,587,317 1,367,643 $ 16,587,798 On December 18, 2020, the Company issued 32,205 Subordinate Voting Shares with a value of $751,987 in connection with the Company’s acquisition of Southern CT Wellness and Healing. The issuance resulted in an increase in deferred share issuances on the Company’s consolidated statement of changes in shareholders’ equity and a corresponding increase in the net assets acquired. On May 15, 2020, Green Thumb distributed 101,695 Subordinate Voting Shares with a value of $1,307,798 in connection with the Company’s May 15, 2019 acquisition of Rise Canton. On August 12, 2020, the Company distributed 472,500 Subordinate Voting Shares with a value of $5,380,00 in connection with the Company’s February 12, 2019 acquisition of Advanced Grow Labs, LLC. Additionally, on August 26, 2020, the Company distributed 646,353 Subordinate Voting Shares with a value of $8,064,668 in connection with the Company’s February 21, 2019 acquisition of For Success Holding Company. The three distributions discussed above resulted in a reduction to deferred share issuances and a corresponding increase to share capital on the Company’s consolidated statement of changes in shareholders’ equity. See also Note 7—Acquisitions for details. (iv) Changes in Ownership and Noncontrolling Interests (1.) Acquisition of Noncontrolling Interest in KW Ventures Holdings, LLC Prior to January 1, 2019, KW Ventures Holdings, LLC (“Firefly”), which holds 100% of the equity interests in four Pennsylvania-based dispensaries, was owned by the noncontrolling interest members. However, Green Thumb controlled all the operating activities of the entity and was exposed to variable returns and losses through a management services agreement. As a result, the Company concluded that Firefly represented a variable interest entity and consolidated the entity in Green Thumb’s financial results. On January 1, 2019, the Company acquired the noncontrolling interest members equity in Firefly through an all-stock As of December 31, 2020, the transaction resulted in an increase in share capital and a corresponding reduction in accrued liabilities of $400,413. (2.) Acquisition of Noncontrolling Interest in Ohio Investors 2017, LLC On April 19, 2019, GTI Core, LLC, a wholly owned subsidiary of the Company entered into a membership interest purchase agreement with George Management Ltd. (George Management) to acquire 59% of the 60% interest that George Management held in the Retail and Processing License. On June 7, 2019, Green Thumb consummated the acquisitions through the issuance of 1,233,014 Subordinate Voting shares with a fair value of $13,854,550 as well as a $5,150,000 in cash of which $1,650,000 was contributed by George Management during 2019 as part of a capital call. As part of the purchase agreement, and in consideration of the cultivation license for which Green Thumb held a 40% interest as of the date of the purchase agreement, the Company and George (2.) Acquisition of Noncontrolling Interest in Ohio Investors 2017, LLC (Continued) Management entered into a reciprocal purchase agreement that would allow Green Thumb to purchase the remaining 59% interest through a call option or, alternatively, allow George Management to put the 59% interest to Green Thumb. The exercise of the option was contingent upon the Ohio Department of Commerce’s approval of Green Thumb’s cultivation license application. Green Thumb evaluated the reciprocal purchase option and determined that it represented a derivative liability that required remeasurement on a periodic basis with changes in value recorded through the statement of operations. As of the transaction date, the Company recorded a derivative liability of $4,526,401 using a Black Scholes option pricing model. During 2019, the Company recognized nominal gains as a result of changes in the fair value of the liability. On December 29, 2019, subsequent to the Ohio Department of Commerce’s approval of Green Thumb’s license application, George Management exercised their put option allowing Green Thumb to purchase 59% of the remaining 60% interest in the cultivation license. As of December 31, 2019, the Company and George Management were unable to agree upon the value of the Ohio cultivation license. The Company derecognized the derivative liability and recorded a current liability of $5,500,000 representing management’s estimate of the expected value to be paid to George Management as of December 31, 2019. As of December 31, 2019, the transactions resulted in an increase to share capital and a reduction to noncontrolling interest of $4,198,173. On August 8, 2020, the Company and George Management reached an agreement allowing Green Thumb to purchase the remaining noncontrolling interest in Ohio Investors 2017, LLC. 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. (3.) Acquisition of Noncontrolling Interest in GTI New Jersey, LLC On April 23, 2019, the Company closed on its acquisition of GTI New Jersey, LLC to acquire the remaining 33% interest held by unrelated third parties. The acquisition was an all stock transaction whereby consideration was satisfied through the issuance of 671,317 Subordinate Voting Shares at a fair value of $5,766,613. Prior to April 23, 2019, 33% of GTI-NJ GTI-NJ GTI-NJ GTI-NJ GTI-NJ (3.) Acquisition of Noncontrolling Interest in GTI New Jersey, LLC (Continued) recognized nor was there any excess purchase price recorded as a result of the transaction. The transaction resulted in an increase to share capital and a reduction to noncontrolling interest of $570,078. As part of the acquisition of GTI New Jersey, LLC, the Company agreed to award the previous owners of the entity $1,000,000 in Subordinate Voting Shares for each additional dispensary successfully opened, up to a $3,000,000 cap. 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. (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 shall measure 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 payments plans are ultimately recognized as an expense in profit or loss with a corresponding credit to reserve for stock-based payments, in 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 RSUs and options issued under the Plan shall not exceed 10% of the Company’s issued and outstanding shares on an as-converted The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period of the award. Non-market 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 Weighted Weighted Aggregate Balance as at December 31, 2019 3,839,017 13.21 5.57 $ 218,234 Granted 2,604,511 10.36 Exercised (165,872 ) 12.72 Forfeited (613,250 ) 13.27 Balance as at December 31, 2020 5,664,406 11.91 4.39 $ 85,408,034 Vested 1,749,365 13.37 Exercisable at December 31, 2020 1,532,282 13.22 5.07 $ 21,590,351 The aggregate intrinsic value in the table above represents the total pre-tax in-the-money in-the-money The following table summarizes the weighted average grant date fair value and intrinsic value of options exercised for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Weighted average grant date fair value (per share) of stock option units granted (C$) 6.58 8.06 10.85 Intrinsic value of stock option units exercised, using market price at exercise date (USD) $ 1,184,089 $ 88,010 $ 31,604 The Company used the Black-Scholes option pricing model to estimate the fair value of the options at the grant dates during the years ended December 31, 2020 and 2019 using the following ranges of assumptions: Year Ended December 31, 2020 2019 Risk-free interest rate 0.31% – 1.37% 1.18% – 1.84% Expected dividend yield 0% 0% Expected volatility 80% 80% – 100% Expected option life 3 – 5 years 3 – 5 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 nonvested RSU awards as of December 31, 2020 and 2019 and the changes during the year ended December 31, 2020: Number Weighted Nonvested Shares at December 31, 2019 1,399,762 9.30 Granted 286,880 13.90 Forfeited (73,834 ) 15.85 Vested (923,468 ) 15.21 Nonvested Shares at December 31, 2020 689,340 16.77 The following table summarizes the weighted average grant date fair value and total fair value of RSUs vested for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Weighted average grant date fair value (per share) of RSUs granted (C$) 13.90 11.70 10.28 Total fair value of RSUs vested, using market price at vest date (USD) $ 9,076,673 $ 13,522,284 $ — The stock-based compensation expense for the years ended December 31, 2020, 2019 and 2018 was as follows: For the Year Ended December 31, 2020 2019 2018 Stock Options Expense $ 10,937,768 $ 6,393,277 $ 1,876,627 RSU Expense 8,398,950 11,892,100 4,748,44 4 Total Stock-Based Compensation Expense $ 19,336,718 $ 18,285,377 $ 6,625,07 1 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. INCOME TAXES On January 1, 2018, the Company, through a tax-free GTI-Clinic Taxable income is computed for GTI Core, LLC and its respective LLC ownership interests up through the RTO date of June 12, 2018 and for all subsidiaries from this date forward. Effective with the Company’s reverse takeover transaction on June 12, 2018, all subsidiaries have elected to be taxed as “C” corporations. Green Thumb Industries Inc. is organized in Canada but maintains all of its operations in the United States. Due to this inverted entity structure, the Company is subject to both US and Canadian taxation, however the Company has no operations in Canada and thus files a nil return with the Canadian tax authorities. For the years ended December 31, 2020, 2019 and 2018, income taxes expense consisted of: Year Ended December 31, 2020 2019 2018 Current: Federal $ 65,118,212 $ 18,095,946 $ 2,842,696 State 16,640,086 4,665,000 279,899 Foreign — — — Total Current 81,758,298 22,760,946 3,122,595 Deferred: Federal 3,520,293 (12,535,000 ) 3,330,000 State (1,425,789 ) (881,913 ) 731,000 Foreign — — — Total Deferred 2,094,504 (13,416,913 ) 4,061,000 Total $ 83,852,802 $ 9,344,033 $ 7,183,595 The difference between the income tax expense for the years ended December 31, 2020, 2019 and 2018 and the expected income taxes based on the statutory tax rate applied to pre-tax 2020 2019 2018 Income/(Loss) before Income Taxes $ 102,930,722 $ (50,202,837 ) $ 29,751,374 Statutory Tax Rates 21 % 21 % 21 % Expense/(Recovery) based on Statutory Rates 21,615,452 (10,542,596 ) 6,247,788 Pass-throughs and Non-controlling — 49,203 (1,062,111 ) State Taxes 14,836,807 (1,536,694 ) (279,899 ) Provision to Return Adjustment 5,299,091 (1,209,592 ) 53,304 Adjustments for Stock Compensation (211,132 ) (1,952,083 ) — Non-deductible 27,570,364 14,166,223 2,263,978 Change in State Rate Reconciliation (2,535,415 ) 513,338 — Change in Valuation Allowance 7,705,790 7,604,098 — Change in Uncertain Tax Position 9,918,112 2,113,263 — Other Differences (346,267 ) 138,873 (39,465 ) Income Tax Expense $ 83,852,802 $ 9,344,033 $ 7,183,595 Income taxes paid for the years ended December 31, 2020, 2019 and 2018 were $72,574,675, $18,510,094 and $2,879,010, respectively. As the Company operates in the cannabis ind u non-allowable pre-tax Deferred taxes are provided using an asset and liability method whereby deferred tax assets are recognized based on the rates at which they are expected to reverse in the future. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. The effect on deferred tax assets and liabilities of a change in tax law or tax rates is recognized in income in the period that enactment occurs. At December 31, 2020 and December 31, 2019, the components of deferred tax assets and liabilities were as follows: Year Ended December 31, 2020 2019 Deferred Tax Assets Operating Lease Liabilities $ 33,641,132 $ 10,483,126 Net Operating Losses 13,236,414 12,997,199 163(j) Interest Limitation 5,481,144 — Warrant Fair Value Derivative 5,251,087 — Stock-based Compensation 7,096,512 4,592,242 Other 3,453,748 519,437 Valuation Allowance (17,033,118 ) (7,604,098 ) Total Deferred Tax Assets 51,126,919 20,987,906 Deferred Tax Liabilities Operating Right of Use Assets $ (31,211,307 ) $ (10,176,807 ) Fair Value Investments (7,734,744 ) (1,080,760 ) Intangibles (37,398,110 ) (43,896,437 ) Total Deferred Tax Liabilities (76,344,161 ) (55,154,005 ) Net Deferred Tax Liabilities $ (25,217,242 ) $ (34,166,099 ) Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. We assess the positive and negative evidence to determine if sufficient future taxable income will be generated to use the existing deferred tax assets. A valuation allowance in the amount of $17 million is maintained as of December 31, 2020. As of December 31, 2020, we had $57 million of gross federal net operating loss carryforwards which will not expire. Additionally, the Company had $18 million of gross state net operating loss carryforwards, if not claimed, begin to expire in 2031. Our evaluation of evidence resulted in management concluding that the majority of our net operating losses will not be realized. Pursuant to Section 382 and 383 of the Internal Revenue Code of 1986, as amended, utilization of our net operating losses and credits may be subject to annual limitations in the event of any significant future changes in its ownership structure. These annual limitations may result in the expiration of net operating losses and credits prior to utilization. The Company operates in a number of tax jurisdictions and are subject to examination of its income tax returns by tax authorities in those jurisdictions who may challenge any item on these returns. Because the tax matters challenged by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain. In accordance with ASC 740—Income Taxes, the Company recognizes the benefits of uncertain tax positions in our consolidated financial statements only after determining that it is more likely than not that the uncertain tax positions will be sustained. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Balance as of December 31, 2018 $ — Additions for current year 1,720,865 Additions for prior year 392,398 Subtractions for current year — Balance as of December 31, 2019 $ 2,113,263 Additions for current year 7,536,097 Additions for prior year 2,382,014 Subtractions for current year (1,690,986 ) Balance as of December 31, 2020 $ 10,340,388 The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of December 31, 2020 and 2019, we recognized $554,000 and an immaterial amount of interest and penalties, respectively. There are no positions for which it is reasonably possible that the uncertain tax benefit will significantly increase or decrease within twelve months. We file income tax returns in the United States, various state jurisdictions, and Canada, which jurisdictions have varying statutes of limitations. The U.S. federal statute of limitation remains open for the 2016 tax year to the present. The state income tax returns generally remain open for the 2016 tax year through the present. Net operating loss arising prior to these years are also open to examination if and when utilized. |
Other Income (Expense)
Other Income (Expense) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense) | 15. OTHER INCOME (EXPENSE) For the years ended December 31, 2020, 2019 and 2018 o t For the Years Ended December 31, 2020 2019 2018 Fair value adjustments on equity investments $ 26,370,803 $ (3,530,969 ) $ 4,797,283 Fair value adjustments on convertible notes receivable — (1,771,420 ) 13,586,000 Fair value adjustment on put and call options — (132,523 ) 2,869,342 Fair value adjustments on warrants received — — 37,765,718 Fair value adjustments on variable note receivable (815,937 ) (6,608,790 ) (4,206,141 ) Fair value adjustment on convertible note payable in connection with RTO — — 1,981,358 Fair value adjustments on warrants issued (23,001,771 ) 4,159,687 — Fair value adjustments on contingent consideration 9,877,013 (3,686,921 ) — Equity earnings in joint ventures 2,319,963 450,000 Other 626,675 802,000 (376,139 ) Total Other Income (Expense) $ 15,376,746 $ (10,318,936 ) $ 56,417,421 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. 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 onerous contracts and, where applicable, records contingent liabilities for such 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 consolidated statement of operations. (a) Contingencies The Company’s operations are subject to a variety of local and state regulation. Failure to comply with one or more of those regulations could result in fines, 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 of the Company believes that the Company is in compliance with applicable local and state regulations at December 31, 2020, cannabis 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 December 31, 2020 there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest. (c) Construction Commitments As of December 31, 2020, the Company held approximately $520,252 of open commitments to contractors on work being performed. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Fair Value Measurements | 17. FAIR VALUE MEASUREMENTS The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2—Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and Level 3—Inputs for the asset or liability that are not based on observable market data. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, member contribution 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. The following tables summarizes the Company’s financial instruments which are measured at fair value as of December 31, 2020: As of December 31, 2020 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 83,757,785 $ — $ — $ 83,757,785 Investments 923,581 — 39,871,225 40,794,806 Contingent Consideration Payable — — (27,100,000 ) (27,100,000 ) Warrant Liability — — (39,454,000 ) (39,454,000 ) $ 84,681,366 $ — $ (26,682,775 ) $ 57,998,591 The following tables summarizes the Company’s financial instruments which are measured at fair value as of December 31, 2019: 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 acquired by a publicly traded entity during 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 December 31, 2020, the value of the Level 1 investment was $923,581. There were no transfers between fair value levels during the period ended December 31, 2019. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 18. VARIABLE INTEREST ENTITIES The following table presents the summarized financial information about the Company’s consolidated variable interest entities (“ VIEs MSAs December 31, 2020 December 31, 2019 Chesapeake IL Disp, Other Non-material Chesapeake IL Disp, Other Non-material Current assets $ 32,307,718 $ 3,738,868 $ 2,362,572 $ 19,455,533 $ 1,381,716 $ 1,352,935 Non-current assets 3,367,360 3,657,392 2,281,839 22,384,663 3,083,659 2,534,297 Current liabilities 23,362,255 336,970 1,563,224 14,219,204 149,498 783,682 Non-current liabilities 768,573 461,926 783,356 1,169,989 137,736 855,440 Noncontrolling interests — 3,173,683 267,289 350,206 2,089,071 (22,488 ) Equity attributable to Green Thumb Industries Inc. 11,544,250 3,173,683 2,030,542 6,645,263 2,089,070 2,270,598 The following table presents the summarized financial information about the Company’s consolidated VIEs which are included in the and statements of operations for the years ended December 31, 2020, 2019 and 2018: For the Year Ended For the Year Ended December 31, 2019 For the Year Ended December 31, 2018 Chesapeake IL Disp, Other Non-material Chesapeake IL Other Non- Chesapeake IL Disp, Other Non-material Revenues $ 19,724,513 $ 18,693,964 $ 10,011,729 $ 16,056,521 $ 5,857,946 $ 3,516,164 $ 13,783,876 $ 643,898 $ 4,555,543 Net income (loss) attributable to noncontrolling interests 411,162 3,034,612 639,179 — 699,624 (112,245 ) 1,407,266 60,601 (582,280 ) Net income (loss) attributable to Green Thumb Industries Inc. 4,576,717 3,034,612 574,941 1,807,229 699,625 (79,402 ) — 60,600 (102,037 ) Net income (loss) $ 4,987,879 $ 6,069,224 $ 1,214,120 $ 1,807,229 $ 1,399,249 $ (191,647 ) $ 1,407,266 $ 121,201 $ (684,317 ) As of December 31, 2020, VIEs included in the Other Non-material Non-material Non-material The net change in the consolidated VIEs and Other Noncontrolling Interest are as follows for the years ended December 31, 2020 and 2019: Variable Interest Entities Chesapeake IL Disp, LLC Other Non-material Other Total Balance as at January 1, 2019 $ 1,486,062 $ 1,957,147 $ 89,757 $ (35,507 ) $ 3,497,459 Contributions — — — 1,650,000 1,650,000 Distributions (1,135,856 ) (567,700 ) — (5,812,505 ) (7,516,061 ) Net income (loss) — 699,624 (112,245 ) (1,017,842 ) (430,463 ) Changes in ownership — — — 5,311,978 5,311,978 Balance as at December 31, 2019 350,206 2,089,071 (22,488 ) 96,124 2,512,913 Contributions — — 50,000 — 50,000 Distributions (439,098 ) (1,950,000 ) (399,402 ) — (2,788,500 ) Net income (loss) 411,162 3,034,612 639,179 — 4,084,953 Changes in ownership (322,270 ) — — — (322,270 ) Balance as at December 31, 2020 $ — $ 3,173,683 $ 267,289 $ 96,124 $ 3,537,096 On December 31, 2020, the MSA for Chesapeake Alternatives, LLC was amended and restated to make GTI Maryland, LLC, the sole member of the entity. As a result, the remaining equity associated with the noncontrolling interest was closed to share capital of Green Thumb as of December 31, 2020. During 2019, the Company acquired the noncontrolling interests for Ohio Investors 2017, LLC; KW Ventures Holdings, LLC (Firefly); and GTI New Jersey, LLC. The activity for these entities is included within the Other Noncontrolling Interests column in the above table. See Note 13—Share Capital for additional discussion. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | 19. 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 below table presents revenues by type for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Revenues, Net of Discounts Consumer Packaged Goods $ 273,977,174 $ 109,930,160 $ 25,706,134 Retail 396,371,725 137,809,904 41,994,791 Intersegment Eliminations (113,776,010 ) (31,307,459 ) (5,207,245 ) Total Revenues, net of discounts $ 556,572,889 $ 216,432,605 $ 62,493,680 Depreciation and Amortization Consumer Packaged Goods $ 28,207,195 $ 17,792,040 $ 2,666,603 Retail 24,298,380 13,690,300 2,461,117 Intersegment Eliminations — — 56,260 Total Depreciation and Amortization $ 52,505,575 $ 31,482,340 $ 5,183,980 Income Taxes Consumer Packaged Goods $ 33,964,636 $ 3,727,292 $ 2,245,450 Retail 49,888,166 9,905,876 4,938,145 Intersegment Eliminations — (4,289,135 ) — Total Income Taxes $ 83,852,802 $ 9,344,033 $ 7,183,595 Goodwill assigned to the Consumer Packaged Goods segment as of December 31, 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 December 31, 2020 and December 31, 2019 was $211,303,718 and $228,244,254, respectively. Goodwill assigned to the Retail segment as of December 31, 2020 and December 31, 2019 was $130,680,935 and $119,873,759, respectively. Intangible assets, net assigned to the Retail segment as of December 31, 2020 and December 31, 2019 was $194,938,316 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. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | 20. QUARTERLY FINANCIAL DATA (UNAUDITED) The following table contains selected quarterly data for 2020 and 2019. The information should be read in conjunction with the Company’s financial statements and related notes included elsewhere in this report. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. First Second Third Fourth Full Year 2020 Net Sales $ 102,602,602 $ 119,639,924 $ 157,103,841 $ 177,226,522 $ 556,572,889 Income from operations 7,552,657 14,050,703 37,211,186 47,292,283 106,106,829 Net Income (loss) attributable to Green Thumb Industries Inc. (4,206,264 ) (12,909,505 ) 9,643,929 22,464,807 14,992,967 Net Income (loss) per share—basic (0.02 ) (0.06 ) 0.04 0.11 0.07 Net Income (loss) per share—diluted (0.02 ) (0.06 ) 0.04 0.11 0.07 Weighted average number of common shares outstanding—basic 208,468,356 209,902,732 211,990,405 213,249,477 210,988,259 Weighted average number of common shares outstanding—diluted 208,468,356 209,902,732 214,212,292 217,178,771 212,531,188 2019 Net Sales $ 27,913,163 $ 44,726,777 $ 67,990,907 $ 75,801,758 $ 216,432,605 (Loss) Income from operations (13,629,660 ) (9,326,730 ) 1,376,718 (6,111,030 ) (27,690,702 ) Net loss attributable to Green Thumb Industries Inc. (9,563,056 ) (20,892,049 ) (14,590,793 ) (14,070,509 ) (59,116,407 ) Net loss per share—basic (0.06 ) (0.11 ) (0.07 ) (0.07 ) (0.31 ) Net loss per share—diluted (0.06 ) (0.11 ) (0.07 ) (0.07 ) (0.31 ) Weighted average number of common shares outstanding—basic 167,171,886 182,261,947 204,709,085 207,666,666 190,602,400 Weighted average number of common shares outstanding—diluted 167,171,886 182,261,947 204,709,085 207,666,666 190,602,400 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. SUBSEQUENT EVENTS On February 8, 2021, the SEC declared effective, the Company’s Registration Statement No. 333-248213 S-1 S-1 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Preparation and Statement of Compliance | (a) Basis of Preparation and Statement of Compliance The consolidated financial statements as of December 31, 2020, 2019 and 2018 (the “ Consolidated Financial Statements GAAP |
Basis of Measurement | (b) Basis of Measurement These consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein. |
Functional and Presentation Currency | (c) Functional and Presentation Currency The Company’s functional currency, as determined by management, is the United States (“ U.S. |
Basis of Consolidation | (d) Basis of Consolidation The consolidated financial statements for the years ended December 31, 2020, 2019 and 2018 include the accounts of the Company, its wholly-owned subsidiaries, its partially-owned subsidiaries, and those controlled by the Company by virtue of agreements, on a consolidated basis after elimination of intercompany transactions and balances. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee, and when the Company has the ability to affect those returns through its power over the investee. The financial statements of entities controlled by the Company by virtue of agreements are fully consolidated from the date that control commences and deconsolidated from the date control ceases. On January 1, 2018, the members of GTI-Clinic non-Illinois GTI-Clinic On June 12, 2018, the Company completed a reverse takeover transaction with Bayswater Uranium Corporation (“ Bayswater Transaction RTO The following are the Company’s wholly owned subsidiaries that are included in these consolidated financial statements as of and for the years ended December 31, 2020 and 2019: Subsidiaries Jurisdiction Interest GTI23, Inc. Delaware 100 % VCP23, LLC Delaware 100 % GTI Core, LLC Delaware 100 % The following are VCP23, LLC’s and GTI Core, LLC’s wholly owned subsidiaries and entities over which the Company has control, that are included in these consolidated financial statements for the year ended December 31, 2020: Subsidiaries Ownership Jurisdiction Purpose JB17, LLC 100 % Maryland Management company GTI-Clinic 100 % Illinois License holder IL Disp, LLC 50 % Illinois License holder RISE Holdings, Inc. 100 % Massachusetts License holder GTI Maryland, LLC 100 % Maryland License holder Ohio Investors 2017, LLC 99 % Ohio Holding Company GTI Ohio, LLC 99 % Ohio License holder GTI Nevada, LLC 100 % Nevada License holder GTI Pennsylvania, LLC 100 % Pennsylvania License holder GTI Florida, LLC 100 % Florida Holding company KSGNF, LLC 100 % Florida License holder GTI New Jersey, LLC 100 % New Jersey License holder KW Ventures Holdings, LLC 100 % Pennsylvania License holder Chesapeake Alternatives, LLC 100 % Maryland License holder Meshow, LLC 0 % Maryland License holder Advanced Grow Labs, LLC 100 % Connecticut License holder Bluepoint Wellness of Westport, LLC 46 % Connecticut License holder Bluepoint Apothecary, LLC 100 % Connecticut License holder Southern CT Wellness and Healing 100 % Connecticut License Holder Integral Associates, LLC 100 % Nevada License holder Integral Associates CA, LLC 100 % California License holder Fiorello Pharmaceuticals, Inc. 100 % New York License holder MC Brands, LLC 100 % Colorado Intellectual property For Success Holding Company 100 % California Intellectual property VCP IP Holdings, LLC 100 % Delaware Intellectual property Vision Management Services, LLC 100 % Delaware Management company TWD18, LLC 100 % Delaware Investment company VCP Real Estate Holdings, LLC 100 % Delaware Real Estate holding company |
Investment in Associates | (e) Investment in Associates Associates are all entities over which the Company has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method and are initially recognized at cost. Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company. Dilution gains and losses arising in investments in associates are recognized in the consolidated statements of operations. The Company assesses annually whether there is any objective evidence that its interest in associates is impaired. If impaired, the carrying value of the Company’s share of the underlying assets of associates is written down to its estimated recoverable amount (being the higher of fair value less costs of disposal or value in use) and charged to the consolidated statement of operations. If the financial statements of an associate are prepared on a date different from that used by the Company, adjustments are made for the effects of significant transactions or events that occur between that date and the date of these consolidated financial statements. |
Non-controlling Interests | (f) Non-controlling Non-controlling NCI |
Cash and Cash Equivalents | (g) Cash and Cash Equivalents Cash and cash equivalents include cash deposits in financial institutions, other deposits that are readily convertible into cash, with original maturities of three months or less, and cash held at retail locations. |
Accounts Receivable | (h) Accounts Receivable Accounts receivable are recorded net of an allowance for doubtful accounts. The Company estimates the allowance for doubtful accounts based on existing contractual payment terms, actual payment patterns of its customers and individual customer circumstances. For the years ended December 31, 2020 and 2019 the Company recorded approximately $223,200 and $139,000, respectively, in allowance for doubtful accounts and wrote off approximately $367,400 and $161,700 during each respective period. |
Inventories | (i) Inventories Inventories of purchased finished goods and packing materials are initially valued at cost and subsequently at the lower of cost and net realizable value. Costs incurred during the growing and production process are capitalized as incurred to the extent that cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Cost is determined using the weighted average cost basis. Products for resale and supplies and consumables are valued at lower of cost and net realizable value. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventories are written down to net realizable value. |
Property and Equipment | (j) Property and Equipment Property and equipment are stated at cost, including capitalized borrowing costs, net of accumulated depreciation and impairment losses, if any. Expenditures that materially increase the life of the assets are capitalized. Ordinary repairs and maintenance are expensed as incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms and methods: Land Not Depreciated Buildings and Improvements 39 Years Furniture and Fixtures 5 – 7 Years Computer Equipment and Software 5 Years Leasehold Improvements Remaining Life of Lease Production and Processing Equipment 5 – 7 Years Assets Under Construction Not Depreciated The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year-end de-recognition The Company evaluates the recoverability of other long-lived assets, including property, plant and equipment, and certain identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company performs impairment tests of indefinite-lived intangible assets on an annual basis or more frequently in certain circumstances. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its fair value. There were no impairment charge s |
Note Receivable and Investments | (k) Note Receivable and Investments Convertible notes investments and investments in equity of private companies are classified as financial assets at fair value through profit or loss. Upon initial recognition, the investment is recognized at fair value with directly attributable transaction costs expensed as incurred. Subsequent changes in fair value are recognized in profit or loss. |
Intangible Assets | (l) Intangible Assets Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization periods of assets with finite lives are based on management’s estimates at the date of acquisition and were as follows for each class of intangible asset as of December 31, 2020: Licenses and Permits 7-15 years Tradenames 3-15 Customer Relationships 3-7 Non-competition 2-5 Intangible assets with finite lives are amortized 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. |
Goodwill | (m) Goodwill Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The Company reviews indefinite-lived intangible assets, which includes goodwill, annually, as of September 30, for impairment or more frequently if events or circumstances indicate that the carrying value may not be recoverable. An impaired asset is written down to its estimated fair value based on the most recent information available. The Company assesses the fair values of its intangible assets, and its reporting unit for goodwill testing purposes, using an income-based approach. Under the income approach, fair value is based on the present value of estimated future cash flows. The income approach is dependent on a number of factors, including forecasted revenues and expenses, appropriate discount rates and other variables. The annual impairment review utilizes the estimated fair value of the intangible assets and the overall reporting unit and compares the estimated fair values to the carrying values as of the testing date. If the carrying value of these intangible assets or the reporting unit exceeds the fair values, the Company would then use the fair values to measure the amount of any required impairment charge. No impairment charge was recognized for intangible assets for any of the fiscal periods presented. |
Income Taxes | (n) Income Taxes Deferred taxes are provided using an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using the enacted taxes rates. The effect on deferred tax assets and liabilities of a change in tax law or tax rates is recognized in income in the period that enactment occurs. As discussed further in Note 14—Income Taxes, the Company is subject to the limitations of IRC Section 280E. |
Revenue Recognition | (o) Revenue Recognition Revenue is recognized by the Company in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). In order to recognize revenue under ASU 2014-09, • Identify a customer along with a corresponding contract; • Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; • Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; • Allocate the transaction price to the performance obligation(s) in the contract; and • Recognize revenue when or as the Company satisfies the performance obligation(s). Revenues consist of Consumer Packaged Goods and Retail sales of cannabis, which are generally recognized at a point in time when control over the goods have been transferred to the customer and is recorded net of sales discounts. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. Sales discounts were not material during the years ended December 31, 2020, 2019 and 2018. Revenue is recognized upon the satisfaction of the performance obligation. The Company satisfies its performance obligation and transfers control upon delivery and acceptance by the customer. For some of its locations, the Company offers a loyalty reward program to its dispensary customers. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. As of December 31, 2020 and 2019, the loyalty liability totaled $2,876,683 and $1,000,010, respectively, and is included in accrued liabilities on the consolidated balance sheets. |
Stock-Based Payments | (p) Stock-Based Payments 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 shall measure 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 payments plans are ultimately recognized as an expense in profit or loss with a corresponding credit to reserve for stock-based payments, in equity. The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period of the award. Non-market |
Fair Value of Financial Instruments | (q) Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2—Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and Level 3—Inputs for the asset or liability that are not based on observable market data. For further details, see Note 17—Fair Value Measurements. |
Commitments and Contingencies | (r) 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 onerous contracts and, where applicable, records contingent liabilities for such 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 consolidated statement of operations. |
Share Capital | (s) Share Capital Common shares are classified as equity (the Company’s Super Voting Shares, Multiple Voting Shares and Subordinate Voting Shares are all considered Common Shares). 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 |
Earnings (Loss) per Share | (t) Earnings (Loss) per Share Basic earnings (loss) per share is calculated using the treasury stock method, by dividing the net earnings (loss) attributable to shareholders by the weighted average number of common shares outstanding during each of the years presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding common shares and consequently are not included in the loss per share calculations. Diluted income per share is calculated 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: RSUs, stock options and warrants. As of December 31, 2020, 2019 and 2018, the Company had 5,664,406, 3,839,017, and 1,677,192 options outstanding, 689,340, 1,399,762 and 1,589,000 RSUs outstanding, and 2,520,794, 2,406,811 and no warrants outstanding during each respective period. In order to determine diluted income per share, it is assumed that any proceeds from the exercise of dilutive stock options would be used to repurchase common shares at the average market price during the period. The diluted income per share calculation excludes any potential conversion of stock options and convertible debt that would increase earnings per share or decrease loss per share. For the year ended December 31, 2020, the computation of diluted earnings per share included 1,307,421 options, 134,254 RSUs and 101,254 warrants. No potentially dilutive common share equivalents were included in the computation of diluted loss per share for the years ended December 31, 2019 and 2018 because their impact would have been anti-dilutive. |
Business Combinations | (u) Business Combinations Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value at the date of acquisition. Acquisition related transaction costs are expensed as incurred. Identifiable assets and liabilities, including intangible assets, of acquired businesses are recorded at their fair value at the date of acquisition. When the Company acquires control of a business, any previously held equity interest also is remeasured to fair value. The excess of the purchase consideration and any previously held equity interest over the fair value of identifiable net assets acquired is goodwill. If the fair value of identifiable net assets acquired exceeds the purchase consideration and any previously held equity interest, the difference is recognized in the Consolidated Statements of Operations immediately as a gain or loss on acquisition. Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with ASC 450, Contingencies, |
Foreign Currency | (v) Foreign Currency Assets and liabilities denominated in currencies other than Green Thumb’s functional currency are initially measured in the functional currencies at the transaction date exchange rate. Monetary assets are remeasured at the rate of exchange in effect as of the balance sheet date. Revenues and expenses are translated at the transaction date exchange rate. Foreign currency gains and losses resulting from translation are reflected in net comprehensive income (loss) for the period. During the year ended December 31, 2020, 2019 and 2018, there were no transactions in currencies other than US Dollars. |
Impairment of Other Long-Lived Assets | (w) Impairment of Other Long-Lived Assets The Company evaluates the recoverability of other long-lived assets, including property, plant and equipment, and certain identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company performs impairment tests of indefinite-lived intangible assets on an annual basis or more frequently in certain circumstances. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its fair value. There was no impairment charge related to intangible assets or property, plant and equipment for the years ended December 31, 2020, 2019 and 2018. |
Significant Accounting Judgments, Estimates and Assumptions | (x) Significant Accounting Judgments, Estimates and Assumptions The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Significant judgments, estimates and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements are described below. (i) Estimated Useful Lives and Amortization of Intangible Assets (Also see Note 8—Intangible Asset and Goodwill) Amortization of intangible assets is recorded on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any. (ii) Business Combinations Classification of an acquisition as a business combination or an asset acquisition depends on whether the assets acquired constitute a business, which can be a complex judgment. Whether an acquisition is classified as a business combination or asset acquisition can have a significant impact on the entries made on and after acquisition. In determining the fair value of all identifiable assets, liabilities and contingent liabilities acquired, the most significant estimates relate to contingent consideration and intangible assets. Management exercises judgement in estimating the probability and timing of when earn-outs are expected to be achieved which is used as the basis for estimating fair value. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied. See Note 7—Acquisitions for details. (iii) Inventories The net realizable value of inventories represents the estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price the Company expects to realize by selling the inventory, and the contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on sale could differ from the estimated value of inventory. Periodic reviews are performed on the inventory balance. The impact of changes in inventory reserves is reflected in cost of goods sold. (iv) Investments in Private Holdings Investments include private company investments which are carried at fair value based on the value of the Company’s interests in the private companies determined from financial information provided by management of the companies, which may include operating results, subsequent rounds of financing and other appropriate information. Any change in fair value is recognized on the consolidated statement of operations. (v) Goodwill Impairment Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill has been impaired. In order to determine if the value of goodwill has been impaired, the reporting unit to which goodwill has been assigned or allocated must be valued using present value techniques. When applying this valuation technique, the Company relies on a number of factors, including historical results, business plans, forecasts and market data. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill. As described in Notes 2(l) and 2(m), a two-step Step One Step Two (vi) Determination of Reporting Units 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 analyzed it’s 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. The following represent the markets in which Green Thumb operates as of December 31, 2020: California, Colorado, Connecticut, Florida, Illinois, Maryland, Massachusetts, Nevada, New Jersey, New York, Ohio and Pennsylvania. (vii) Consolidation Judgment is applied in assessing whether the Company exercises control and has significant influence over entities in which the Company directly or indirectly owns an interest. The Company has control when it has the power over the subsidiary, has exposure or rights to variable returns, and has the ability to use its power to affect the returns. Significant influence is defined as the power to participate in the financial and operating decisions of the subsidiaries. Where the Company is determined to have control, these entities are consolidated. Additionally, judgment is applied in determining the effective date on which control was obtained. (viii) Allowance for Uncollectible Accounts Management determines the allowance for uncollectible accounts by evaluating individual receivable balances and considering accounts and other receivable financial condition and current economic conditions. Accounts receivable and financial assets recorded in other receivables are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. All receivables are expected to be collected within one year of the balance sheet date. (ix) Stock-Based Payments Valuation of stock-based compensation and warrants requires management to make estimates regarding the inputs for option pricing models, such as the expected life of the option, the volatility of the Company’s stock price, the vesting period of the option and the risk-free interest rate are used. Actual results could differ from those estimates. The estimates are considered for each new grant of stock options or warrants. (x) Fair Value of Financial Instruments The individual fair values attributed to the different components of a financing transaction, derivative financial instruments, are determined using valuation techniques. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. |
New and Revised Standards | (y) New and Revised Standards (i) In June 2016, the Financial Accounting Standards Board (“ FASB ASU No. 2016-13, ASU 2016-13 CECL held-to-maturity (ii) In January 2017, the FASB issued ASU No. 2017-04 ASU 2017-04 2017-04 2017-04 (iii) In August 2018, the FASB issued ASU 2018-13, ASU 2018-13 ASU 2018-13 2018-13 (iv) In December 2019, the FASB issued ASU 2019-12, ASU 2019-12 2019-12 2019-12 (v) In January 2020, the FASB issued ASU 2020-01, ASU 2020-01 2020-01 (vi) On August 5, 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We do not expect the adoption of this guidance will have a material impact on the Company’s consolidated financial statements . |
Coronavirus Pandemic | (z) Coronavirus Pandemic In March 2020, the World Health Organization categorized coronavirus disease 2019 (“ COVID-19 COVID-19 The Company’s 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 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 COVID-19 COVID-19 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of subsidiaries | The following are the Company’s wholly owned subsidiaries that are included in these consolidated financial statements as of and for the years ended December 31, 2020 and 2019: Subsidiaries Jurisdiction Interest GTI23, Inc. Delaware 100 % VCP23, LLC Delaware 100 % GTI Core, LLC Delaware 100 % The following are VCP23, LLC’s and GTI Core, LLC’s wholly owned subsidiaries and entities over which the Company has control, that are included in these consolidated financial statements for the year ended December 31, 2020: Subsidiaries Ownership Jurisdiction Purpose JB17, LLC 100 % Maryland Management company GTI-Clinic 100 % Illinois License holder IL Disp, LLC 50 % Illinois License holder RISE Holdings, Inc. 100 % Massachusetts License holder GTI Maryland, LLC 100 % Maryland License holder Ohio Investors 2017, LLC 99 % Ohio Holding Company GTI Ohio, LLC 99 % Ohio License holder GTI Nevada, LLC 100 % Nevada License holder GTI Pennsylvania, LLC 100 % Pennsylvania License holder GTI Florida, LLC 100 % Florida Holding company KSGNF, LLC 100 % Florida License holder GTI New Jersey, LLC 100 % New Jersey License holder KW Ventures Holdings, LLC 100 % Pennsylvania License holder Chesapeake Alternatives, LLC 100 % Maryland License holder Meshow, LLC 0 % Maryland License holder Advanced Grow Labs, LLC 100 % Connecticut License holder Bluepoint Wellness of Westport, LLC 46 % Connecticut License holder Bluepoint Apothecary, LLC 100 % Connecticut License holder Southern CT Wellness and Healing 100 % Connecticut License Holder Integral Associates, LLC 100 % Nevada License holder Integral Associates CA, LLC 100 % California License holder Fiorello Pharmaceuticals, Inc. 100 % New York License holder MC Brands, LLC 100 % Colorado Intellectual property For Success Holding Company 100 % California Intellectual property VCP IP Holdings, LLC 100 % Delaware Intellectual property Vision Management Services, LLC 100 % Delaware Management company TWD18, LLC 100 % Delaware Investment company VCP Real Estate Holdings, LLC 100 % Delaware Real Estate holding company |
Schedule of estimated useful life of Property and Equipment | Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms and methods: Land Not Depreciated Buildings and Improvements 39 Years Furniture and Fixtures 5 – 7 Years Computer Equipment and Software 5 Years Leasehold Improvements Remaining Life of Lease Production and Processing Equipment 5 – 7 Years Assets Under Construction Not Depreciated |
Schedule of estimated useful lives of Finite Lived Intangible Assets | Amortization periods of assets with finite lives are based on management’s estimates at the date of acquisition and were as follows for each class of intangible asset as of December 31, 2020: Licenses and Permits 7-15 years Tradenames 3-15 Customer Relationships 3-7 Non-competition 2-5 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Summary of inventory | The Company’s inventories include the following at December 31, 2020 and December 31, 2019: December 31, December 31, Raw Material $ 6,372,659 $ 6,375,032 Packaging and Miscellaneous 8,592,153 4,887,970 Work in Process 25,488,806 20,162,723 Finished Goods 30,821,392 16,640,629 Reserve for Obsolete Inventory (1,732,05 7 ) (2,031,873 ) Total Inventories $ 69,542,953 $ 46,034,481 |
Note Receivable (Tables)
Note Receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | As of December 31, 2019, the Company held an investment in a convertible note which carried simple interest of 6.00% per annum. The fair value of this investment (which was considered a Level 3 investment) was $7,533,000, and was valued using the Binomial Lattice Model, which was based on a generalized binomial option pricing formula, using the following assumptions: December 31, 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% * Management estimated that market interest rates on similar borrowings without the conversion feature to be approximately 18% and used an implied volatility of 58% in measuring the fair value of the convertible note. |
Notes Receivable [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | For the year ended December 31, 2019, the Company used the Black Scholes option pricing model to estimate the fair value of the note receivable. The following represents the significant assumptions used in that valuation: 2019 Risk-free Rate 1.90% Exercise Price of Underlying Securities $1.998 Share Price of Underlying Security 1.90 Volatility 71.50% Remaining Life (in years) 1.0 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | At December 31, 2020, property and equipment consisted of the following: Cost Land Buildings and Equipment, Leasehold Capitalized Assets 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 22,687,020 13,587,238 19,925,75 5 488,681 4,595,227 61,870,788 Disposals (979,930 ) (4,507,086 ) — — — (6,978,389 ) (12,465,405 ) As at December 31, 2020 $ 2,879,376 $ 51,557,405 $ 49,097,109 $ 88,607,252 $ 2,988,681 $ 18,988,954 $ 214,118,777 Accumulated Depreciation As at January 1, 2020 $ — $ 2,236,254 $ 3,882,178 $ 2,998,287 $ — $ — $ 9,116,719 As at December 31, 2020 $ — $ 3,357,360 $ 10,344,829 $ 10,264,683 $ 226,028 $ — $ 24,192,900 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 December 31, 2020 $ 2,879,376 $ 48,200,045 $ 38,752,280 $ 78,342,569 $ 2,762,653 $ 18,988,954 $ 189,925,877 At December 31, 2019, property and equipment consisted of the following: Cost Land Buildings and Equipment, Leasehold Capitalized Assets 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 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Summary of Fair Value of the Consideration Transferred for Each Acquisition | The following table summarizes the final acquisition-date fair value of the consideration transferred for each acquisition: Advanced Integral Other Cash Paid $ 15,481,967 $ 52,807,500 $ 44,147,694 Shares of the Company Issued 79,959,170 273,146,014 142,607,973 Deferred Share Issuance 5,380,000 — 11,207,798 Conversion of Previous Notes Receivable — — 27,121,559 Acquisition Liability — 791,068 — Contingent Consideration 7,831,000 39,985,000 8,926,000 Total Consideration $ 108,652,137 $ 366,729,582 $ 234,011,024 |
Summary of Final Accounting Estimates For Each Acquisition | The Following table summarizes the final accounting estimates for each acquisition: Advanced Integral Other Cash $ 1,406,377 $ 744,825 $ 777,371 Inventory 1,906,828 10,107,303 1,732,525 Accounts Receivable 420,649 1,477,535 265,956 Prepaid Expenses — 492,571 38,705 Property and Equipment 5,934,295 8,107,836 2,667,436 Right-of-Use 565,336 4,840,609 2,056,008 Investment in CAL Funding 9,900,000 — — Deposits and Other Assets 246,843 122,826 1,405,986 Intangible Assets: Licenses and Permits 28,920,000 175,845,000 48,155,000 Tradename 930,000 57,425,000 38,740,592 Customer Relationships 12,462,000 2,678,000 9,298,000 Non-competition 100,000 — 2,465,000 Liabilities Assumed (1,230,441 ) (11,091,246 ) (6,172,243 ) Deferred Tax Liabilities (12,731,349 ) — (20,823,225 ) Total Identifiable Net Assets 48,830,538 250,750,259 80,607,111 Goodwill 59,821,599 115,979,323 153,403,913 Net Assets $ 108,652,137 $ 366,729,582 $ 234,011,024 |
Summary of Pro Forma Financial Information | The following unaudited financial information reflects the results of operations of AGL and Integral Associates from the transaction date (the date of acquisition for AGL of February 12, 2019 and for Integral Associates of June 5, 2019) through the year ended December 31, 2019 and the results of operations for AGL and Integral Associates for the year ended December 31, 2018: Transaction Date through For the Year Ended Advanced Integral Advanced Integral Revenues, net of discounts $ 16,377,199 $ 39,246,745 $ 17,016,743 $ 60,261,432 Net income (loss) 3,612,455 (6,375,800 ) 7,497,696 13,218,159 The following unaudited pro forma financial information reflects the combined results of operations of Green Thumb, AGL and Integral Associates for the period from January 1, 2019 through December 31, 2019 (presented as if the acquisitions had occurred at January 1, 2019): For the Year Ended December 31, 2019 Green Thumb Advanced Integral Pro Forma Notes Pro Forma Unaudited Unaudited Revenues, net of discounts $ 160,808,662 $ 18,516,074 $ 79,146,937 $ — $ 258,471,673 Net income (loss) attributable to Green Thumb Industries Inc. (56,353,062 ) 4,586,122 (1,110,610 ) (8,394,854 ) (a), (b) (61,272,404 ) (a) Includes (b) Includes estimated income tax expense of AGL of $164,780 and Integral Associates of $1,263,645 based on a 24% effective tax rate. The following unaudited pro forma financial information reflects the combined results of operations of Green Thumb, AGL and Integral Associates for the period from January 1, 2018 through December 31, 2018 (presented as if the acquisitions had occurred at January 1, 2018): For the Year Ended December 31, 2018 Green Thumb Advanced Integral Pro Forma Notes Pro Forma Unaudited Unaudited Revenues, net of discounts $ 62,493,680 $ 17,016,743 $ 60,261,432 $ — $ 139,771,855 Net income (loss) attributable to Green Thumb Industries Inc. (5,243,917 ) 7,497,696 13,218,159 (24,006,529 ) (a), (b) (8,534,591 ) (a) Includes estimated amortization expense on intangible assets acquired as part of the acquisition of AGL and Integral Associates of $3,927,619 and $15,933,905 each representing twelve months of amortization expense, respectively. (b) Includes estimated income tax expense of AGL of $972,647 and Integral Associates of $3,172,358 based on a 24% effective tax rate. |
Intangible Assets And Goodwill
Intangible Assets And Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of intangible assets | At December 31, 2020, intangible assets consisted of the following: Licenses and Permits 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 Additions from acquisitions 6,326,523 — — — 6,326,523 As at December 31, 2020 $ 343,135,736 $ 99,295,599 $ 25,258,000 $ 2,585,480 $ 470,274,815 Accumulated Amortization As at January 1, 2020 $ 18,477,500 $ 4,121,800 $ 3,932,416 $ 474,669 $ 27,006,385 Amortization 23,516,095 9,333,378 3,650,589 526,334 37,026,396 As at December 31, 2020 $ 41,993,595 $ 13,455,178 $ 7,583,005 $ 1,001,003 $ 64,032,781 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 December 31, 2020 $ 301,142,141 $ 85,840,421 $ 17,674,995 $ 1,584,477 $ 406,242,034 At December 31, 2019, intangible assets consisted of the following: Licenses and Permits 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 December 31, 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 Change in Useful Life) Increase (Decrease) from Change in Useful Life Estimated (After Change in 2021 $ 34,032,387 $ 5,161,946 $ 39,194,333 2022 33,601,647 5,161,946 38,763,593 2023 33,518,831 5,161,946 38,680,777 2024 32,937,498 5,161,946 38,099,444 2025 32,839,831 5,161,946 38,001,777 Thereafter 239,311,840 (25,809,730 ) 213,502,110 $ 406,242,034 $ — $ 406,242,034 |
Summary of Goodwill And Intangible Assets Disclosure | At December 31, 2020, Goodwill consisted of the following: Retail Consumer Total As at January 1, 2020 $ 119,873,759 $ 255,211,232 $ 375,084,991 Acquisitions 9,615,751 — 9,615,751 Adjustments to Purchase Price Allocations 1,191,425 (3,194,700 ) (2,003,275 ) As at December 31, 2020 $ 130,680,935 $ 252,016,532 $ 382,697,467 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 8,238,806 (3,566,285 ) 4,672,521 As at December 31, 2019 $ 119,873,759 $ 255,211,232 $ 375,084,991 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Investments [Line Items] | |
Schedule Of Long Term Investments | The following table summarizes the change in the Company’s investments as of December 31, 2020: Convertible Notes Equity Total Balance at January 1, 2020 $ 7,533,000 $ 6,535,821 $ 14,068,821 Additions — 525,000 525,000 Disposals — (169,818 ) (169,818 ) Conversion of notes receivable (7,533,000 ) 7,533,000 — Fair value adjustments — 26,370,803 26,370,803 Balance at December 31, 2020 $ — $ 40,794,806 $ 40,794,806 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 | As of December 31, 2019, the Company held an investment in a convertible note which carried simple interest of 6.00% per annum. The fair value of this investment (which was considered a Level 3 investment) was $7,533,000, and was valued using the Binomial Lattice Model, which was based on a generalized binomial option pricing formula, using the following assumptions: December 31, 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% * Management estimated that market interest rates on similar borrowings without the conversion feature to be approximately 18% and used an implied volatility of 58% in measuring the fair value of the convertible note. |
Leases (Table)
Leases (Table) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule Of Other Information Related To Operating Leases | Other information related to operating leases as of and for the year s and 2019 Year Ended December 31, 2020 December 31, 2019 Weighted average remaining lease term 12.10 7.42 Weighted average discount rate 13.7 % 12.0 % |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities for operating leases as of December 31, 2020 were as follows: Year Ending December 31 Third Party Related Party Total 2021 $ 24,009,579 $ 1,307,183 $ 25,316,762 2022 25,487,123 1,337,130 26,824,253 2023 25,360,510 1,367,771 26,728,281 2024 24,856,882 1,255,714 26,112,596 2025 22,834,433 1,182,489 24,016,922 2026 and Thereafter 242,729,225 9,162,841 251,892,066 Total Lease Payments 365,277,752 15,613,128 380,890,880 Less: Interest (223,015,394 ) (7,586,616 ) (230,602,010 ) Present Value of Lease Liability $ 142,262,358 $ 8,026,512 $ 150,288,870 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At December 31, 2020 and 2019, notes payable consisted of the following: December 31, 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%. $ 717,430 $ 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 $10,511,335 and $15,090,517 as of December 31, 2020 and 2019, respectively. 94,955,094 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 $174,222, and is presented net of principal payments of $40,806 as of December 31, 2020. 1,598,972 — 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, and is presented net of principal payments of $9,517 as of December 31, 2020. 823,483 — Rise Mundelein mortgage dated December 6, 2020, in the original amount of $960,000 with an interest rate of 6.95%, matures on December 06, 2025. 960,000 — Total notes payable 99,054,979 91,346,869 Less: current portion of notes payable (341,983 ) (206,675 ) Notes payable, net of current portion $ 98,712,996 $ 91,140,194 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2020: Number Weighted Weighted Number Weighted Weighted Liability Classified Equity Classified Balance as at January 1, 2020 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 December 31, 2020 2,485,794 C$ 18.45 4.87 35,000 $ 9.10 5.00 The following table summarizes the number of warrants outstanding as of December 31, 2019: Number Weighted Weighted Number Weighted Weighted Liability Classified Equity Classified Balance as at January 1, 2019 — C$ — — — $ — — Bridge Financing Warrants 218,964 22.90 0.32 — — — Private Placement Financing Warrants 1,822,771 19.39 3.79 — — — Modification Warrants 365,076 12.04 0.75 — — — Warrants Exercised — — — — — — Balance as at December 31, 2019 2,406,811 C$ 18.59 4.86 — $ — — |
Liability Classified Warrant [member] | |
Class of Warrant or Right [Line Items] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes the fair value of the liability classified warrants at December 31, 2020 and 2019: Warrant Liability Strike Warrants December 31, 2020 December 31, Bridge Financing Warrants C$ 22.90 218,964 $ 2,544,500 $ 1,385,400 Private Placement Financing Warrants C$ 19.39 1,822,771 28,756,500 12,189,169 Modification Warrants C$ 12.04 360,256 6,630,000 2,305,274 Additional Modification Warrants C$ 14.03 83,803 1,523,000 — Totals 2,485,794 $ 39,454,000 $ 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: Significant Assumptions December 31, 2020 December 31, 2019 Volatility 72.19% – 79.10% 117.43% – 123.64% Remaining Term 1.78 – 4.39 years 2.78 – 4.86 years Risk Free Rate 0.20% – 0.28% 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 December 31, 2020 and 2019: Warrants Included in Contributed Surplus Strike Warrants December 31, 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 December 31, 2020 December 31, 2019 Volatility 80 % — Remaining Term 5 years — Risk Free Rate 0.37 % — |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 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 Voting Multiple Voting Super As at January 1, 2019 43,920,131 677,230 424,513 Issuance of shares under business combinations and investments 45,571,444 — — Noncontrolling Interests adjustment for change in ownership — 31,000 — Issuance of shares for redemption of noncontrolling interest 2,498,404 — — Issuance of shares upon vesting of RSUs 1,165,630 — — Issuance of shares upon exercise of broker options 114,080 — — Issuance of shares for professional fees 19,875 — — Exchange of shares 35,710,400 (334,880 ) (22,224 ) As at December 31, 2019 128,999,964 373,350 402,289 As at January 1, 2020 128,999,964 373,350 402,289 Issuance of shares under business combinations and investments 1,752,065 — — Distribution of contingent consideration 2,713,463 — — Distribution of deferred shares 1,220,548 — — Issuance of shares upon exercise of options and warrants 171,813 — — Issuances of shares upon vesting of RSUs 923,468 — — Exchange of shares 42,331,900 (333,061 ) (90,258 ) As at December 31, 2020 178,113,221 40,289 312,031 |
Schedule of Business Acquisitions of Contingent Consideration | The following table represents the contingent shares issued during the year ended December 31, 2020 in relation to each acquisition: Contingent Shares Issued December 31, 2020 Transaction Date of Transaction Units Value Advanced Grow Labs, LLC February 12, 2019 1,396,533 $ 11,544,855 For Success Holding 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 Weighted Weighted Aggregate Balance as at December 31, 2019 3,839,017 13.21 5.57 $ 218,234 Granted 2,604,511 10.36 Exercised (165,872 ) 12.72 Forfeited (613,250 ) 13.27 Balance as at December 31, 2020 5,664,406 11.91 4.39 $ 85,408,034 Vested 1,749,365 13.37 Exercisable at December 31, 2020 1,532,282 13.22 5.07 $ 21,590,351 |
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 at the grant dates during the years ended December 31, 2020 and 2019 using the following ranges of assumptions: Year Ended December 31, 2020 2019 Risk-free interest rate 0.31% – 1.37% 1.18% – 1.84% Expected dividend yield 0% 0% Expected volatility 80% 80% – 100% Expected option life 3 – 5 years 3 – 5 years |
Non-vested Restricted Stock Shares Activity | The following table summarizes the number of nonvested RSU awards as of December 31, 2020 and 2019 and the changes during the year ended December 31, 2020: Number Weighted Nonvested Shares at December 31, 2019 1,399,762 9.30 Granted 286,880 13.90 Forfeited (73,834 ) 15.85 Vested (923,468 ) 15.21 Nonvested Shares at December 31, 2020 689,340 16.77 |
Summary of Deferred Shares Held By The Company | The following table summarizes the deferred shares held by the Company as of December 31, 2020 and 2019: Deferred Shares Outstanding December 31, 2020 December 31, 2019 Transaction Date of Transaction Units Value Units Value Advanced Grow Labs, LLC February 12, 2019 — $ — 472,500 $ 5,380,000 For Success Holding Company February 21, 2019 147,095 1,835,330 793,448 9,900,000 Rise Canton May 15, 2019 — — 101,695 1,307,798 Southern CT Wellness and Healing December 18, 2020 32,205 751,987 — — 179,300 $ 2,587,317 1,367,643 $ 16,587,798 |
Summary Of Weighted Average Grant Date Fair Value And Intrinsic Value Of Options Exercised | The following table summarizes the weighted average grant date fair value and intrinsic value of options exercised for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Weighted average grant date fair value (per share) of stock option units granted (C$) 6.58 8.06 10.85 Intrinsic value of stock option units exercised, using market price at exercise date (USD) $ 1,184,089 $ 88,010 $ 31,604 |
Restricted Stock Units | |
Disclosure of Share Capital [Line Items] | |
Schedule of Stock-Based Compensation Expense | The stock-based compensation expense for the years ended December 31, 2020, 2019 and 2018 was as follows: For the Year Ended December 31, 2020 2019 2018 Stock Options Expense $ 10,937,768 $ 6,393,277 $ 1,876,627 RSU Expense 8,398,950 11,892,100 4,748,44 4 Total Stock-Based Compensation Expense $ 19,336,718 $ 18,285,377 $ 6,625,07 1 |
Summary Of Weighted Average Grant Date Fair Value And Intrinsic Value Of Options Exercised | The following table summarizes the weighted average grant date fair value and total fair value of RSUs vested for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Weighted average grant date fair value (per share) of RSUs granted (C$) 13.90 11.70 10.28 Total fair value of RSUs vested, using market price at vest date (USD) $ 9,076,673 $ 13,522,284 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | For the years ended December 31, 2020, 2019 and 2018, income taxes expense consisted of: Year Ended December 31, 2020 2019 2018 Current: Federal $ 65,118,212 $ 18,095,946 $ 2,842,696 State 16,640,086 4,665,000 279,899 Foreign — — — Total Current 81,758,298 22,760,946 3,122,595 Deferred: Federal 3,520,293 (12,535,000 ) 3,330,000 State (1,425,789 ) (881,913 ) 731,000 Foreign — — — Total Deferred 2,094,504 (13,416,913 ) 4,061,000 Total $ 83,852,802 $ 9,344,033 $ 7,183,595 |
Summary of Difference Between the Income Tax Expense | The difference between the income tax expense for the years ended December 31, 2020, 2019 and 2018 and the expected income taxes based on the statutory tax rate applied to pre-tax 2020 2019 2018 Income/(Loss) before Income Taxes $ 102,930,722 $ (50,202,837 ) $ 29,751,374 Statutory Tax Rates 21 % 21 % 21 % Expense/(Recovery) based on Statutory Rates 21,615,452 (10,542,596 ) 6,247,788 Pass-throughs and Non-controlling — 49,203 (1,062,111 ) State Taxes 14,836,807 (1,536,694 ) (279,899 ) Provision to Return Adjustment 5,299,091 (1,209,592 ) 53,304 Adjustments for Stock Compensation (211,132 ) (1,952,083 ) — Non-deductible 27,570,364 14,166,223 2,263,978 Change in State Rate Reconciliation (2,535,415 ) 513,338 — Change in Valuation Allowance 7,705,790 7,604,098 — Change in Uncertain Tax Position 9,918,112 2,113,263 — Other Differences (346,267 ) 138,873 (39,465 ) Income Tax Expense $ 83,852,802 $ 9,344,033 $ 7,183,595 |
Summary Of The Components Of Deferred Tax Assets And Liabilities Were as Follows | At December 31, 2020 and December 31, 2019, the components of deferred tax assets and liabilities were as follows: Year Ended December 31, 2020 2019 Deferred Tax Assets Operating Lease Liabilities $ 33,641,132 $ 10,483,126 Net Operating Losses 13,236,414 12,997,199 163(j) Interest Limitation 5,481,144 — Warrant Fair Value Derivative 5,251,087 — Stock-based Compensation 7,096,512 4,592,242 Other 3,453,748 519,437 Valuation Allowance (17,033,118 ) (7,604,098 ) Total Deferred Tax Assets 51,126,919 20,987,906 Deferred Tax Liabilities Operating Right of Use Assets $ (31,211,307 ) $ (10,176,807 ) Fair Value Investments (7,734,744 ) (1,080,760 ) Intangibles (37,398,110 ) (43,896,437 ) Total Deferred Tax Liabilities (76,344,161 ) (55,154,005 ) Net Deferred Tax Liabilities $ (25,217,242 ) $ (34,166,099 ) |
Summary of The Reconciliation of The Beginning and Ending Amount of Unrecogized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Balance as of December 31, 2018 $ — Additions for current year 1,720,865 Additions for prior year 392,398 Subtractions for current year — Balance as of December 31, 2019 $ 2,113,263 Additions for current year 7,536,097 Additions for prior year 2,382,014 Subtractions for current year (1,690,986 ) Balance as of December 31, 2020 $ 10,340,388 |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | For the years ended December 31, 2020, 2019 and 2018 o t For the Years Ended December 31, 2020 2019 2018 Fair value adjustments on equity investments $ 26,370,803 $ (3,530,969 ) $ 4,797,283 Fair value adjustments on convertible notes receivable — (1,771,420 ) 13,586,000 Fair value adjustment on put and call options — (132,523 ) 2,869,342 Fair value adjustments on warrants received — — 37,765,718 Fair value adjustments on variable note receivable (815,937 ) (6,608,790 ) (4,206,141 ) Fair value adjustment on convertible note payable in connection with RTO — — 1,981,358 Fair value adjustments on warrants issued (23,001,771 ) 4,159,687 — Fair value adjustments on contingent consideration 9,877,013 (3,686,921 ) — Equity earnings in joint ventures 2,319,963 450,000 Other 626,675 802,000 (376,139 ) Total Other Income (Expense) $ 15,376,746 $ (10,318,936 ) $ 56,417,421 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The following tables summarizes the Company’s financial instruments which are measured at fair value as of December 31, 2020: As of December 31, 2020 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 83,757,785 $ — $ — $ 83,757,785 Investments 923,581 — 39,871,225 40,794,806 Contingent Consideration Payable — — (27,100,000 ) (27,100,000 ) Warrant Liability — — (39,454,000 ) (39,454,000 ) $ 84,681,366 $ — $ (26,682,775 ) $ 57,998,591 The following tables summarizes the Company’s financial instruments which are measured at fair value as of December 31, 2019: 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) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | December 31, 2020 December 31, 2019 Chesapeake IL Disp, Other Non-material Chesapeake IL Disp, Other Non-material Current assets $ 32,307,718 $ 3,738,868 $ 2,362,572 $ 19,455,533 $ 1,381,716 $ 1,352,935 Non-current assets 3,367,360 3,657,392 2,281,839 22,384,663 3,083,659 2,534,297 Current liabilities 23,362,255 336,970 1,563,224 14,219,204 149,498 783,682 Non-current liabilities 768,573 461,926 783,356 1,169,989 137,736 855,440 Noncontrolling interests — 3,173,683 267,289 350,206 2,089,071 (22,488 ) Equity attributable to Green Thumb Industries Inc. 11,544,250 3,173,683 2,030,542 6,645,263 2,089,070 2,270,598 The following table presents the summarized financial information about the Company’s consolidated VIEs which are included in the and statements of operations for the years ended December 31, 2020, 2019 and 2018: For the Year Ended For the Year Ended December 31, 2019 For the Year Ended December 31, 2018 Chesapeake IL Disp, Other Non-material Chesapeake IL Other Non- Chesapeake IL Disp, Other Non-material Revenues $ 19,724,513 $ 18,693,964 $ 10,011,729 $ 16,056,521 $ 5,857,946 $ 3,516,164 $ 13,783,876 $ 643,898 $ 4,555,543 Net income (loss) attributable to noncontrolling interests 411,162 3,034,612 639,179 — 699,624 (112,245 ) 1,407,266 60,601 (582,280 ) Net income (loss) attributable to Green Thumb Industries Inc. 4,576,717 3,034,612 574,941 1,807,229 699,625 (79,402 ) — 60,600 (102,037 ) Net income (loss) $ 4,987,879 $ 6,069,224 $ 1,214,120 $ 1,807,229 $ 1,399,249 $ (191,647 ) $ 1,407,266 $ 121,201 $ (684,317 ) |
Schedule Of consolidated VIEs and Other Non controlling Interest | The net change in the consolidated VIEs and Other Noncontrolling Interest are as follows for the years ended December 31, 2020 and 2019: Variable Interest Entities Chesapeake IL Disp, LLC Other Non-material Other Total Balance as at January 1, 2019 $ 1,486,062 $ 1,957,147 $ 89,757 $ (35,507 ) $ 3,497,459 Contributions — — — 1,650,000 1,650,000 Distributions (1,135,856 ) (567,700 ) — (5,812,505 ) (7,516,061 ) Net income (loss) — 699,624 (112,245 ) (1,017,842 ) (430,463 ) Changes in ownership — — — 5,311,978 5,311,978 Balance as at December 31, 2019 350,206 2,089,071 (22,488 ) 96,124 2,512,913 Contributions — — 50,000 — 50,000 Distributions (439,098 ) (1,950,000 ) (399,402 ) — (2,788,500 ) Net income (loss) 411,162 3,034,612 639,179 — 4,084,953 Changes in ownership (322,270 ) — — — (322,270 ) Balance as at December 31, 2020 $ — $ 3,173,683 $ 267,289 $ 96,124 $ 3,537,096 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenues | The below table presents revenues by type for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Revenues, Net of Discounts Consumer Packaged Goods $ 273,977,174 $ 109,930,160 $ 25,706,134 Retail 396,371,725 137,809,904 41,994,791 Intersegment Eliminations (113,776,010 ) (31,307,459 ) (5,207,245 ) Total Revenues, net of discounts $ 556,572,889 $ 216,432,605 $ 62,493,680 Depreciation and Amortization Consumer Packaged Goods $ 28,207,195 $ 17,792,040 $ 2,666,603 Retail 24,298,380 13,690,300 2,461,117 Intersegment Eliminations — — 56,260 Total Depreciation and Amortization $ 52,505,575 $ 31,482,340 $ 5,183,980 Income Taxes Consumer Packaged Goods $ 33,964,636 $ 3,727,292 $ 2,245,450 Retail 49,888,166 9,905,876 4,938,145 Intersegment Eliminations — (4,289,135 ) — Total Income Taxes $ 83,852,802 $ 9,344,033 $ 7,183,595 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Information | The following table contains selected quarterly data for 2020 and 2019. The information should be read in conjunction with the Company’s financial statements and related notes included elsewhere in this report. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. First Second Third Fourth Full Year 2020 Net Sales $ 102,602,602 $ 119,639,924 $ 157,103,841 $ 177,226,522 $ 556,572,889 Income from operations 7,552,657 14,050,703 37,211,186 47,292,283 106,106,829 Net Income (loss) attributable to Green Thumb Industries Inc. (4,206,264 ) (12,909,505 ) 9,643,929 22,464,807 14,992,967 Net Income (loss) per share—basic (0.02 ) (0.06 ) 0.04 0.11 0.07 Net Income (loss) per share—diluted (0.02 ) (0.06 ) 0.04 0.11 0.07 Weighted average number of common shares outstanding—basic 208,468,356 209,902,732 211,990,405 213,249,477 210,988,259 Weighted average number of common shares outstanding—diluted 208,468,356 209,902,732 214,212,292 217,178,771 212,531,188 2019 Net Sales $ 27,913,163 $ 44,726,777 $ 67,990,907 $ 75,801,758 $ 216,432,605 (Loss) Income from operations (13,629,660 ) (9,326,730 ) 1,376,718 (6,111,030 ) (27,690,702 ) Net loss attributable to Green Thumb Industries Inc. (9,563,056 ) (20,892,049 ) (14,590,793 ) (14,070,509 ) (59,116,407 ) Net loss per share—basic (0.06 ) (0.11 ) (0.07 ) (0.07 ) (0.31 ) Net loss per share—diluted (0.06 ) (0.11 ) (0.07 ) (0.07 ) (0.31 ) Weighted average number of common shares outstanding—basic 167,171,886 182,261,947 204,709,085 207,666,666 190,602,400 Weighted average number of common shares outstanding—diluted 167,171,886 182,261,947 204,709,085 207,666,666 190,602,400 |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule of subsidiaries (Detail) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 6.00% | |
GTI23 Inc [Member] | DE | Reportable Legal Entities [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
VCP23, LLC [Member] | DE | Reportable Legal Entities [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
GTI Core, LLC [Member] | DE | Reportable Legal Entities [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
JB17, LLC [Member] | MD | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | Management company | |
GTI-Clinic Illinois Holdings, LLC [Member] | IL | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
IL Disp, LLC [Member] | IL | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 50.00% | |
Description of Principal Activities | License holder | |
RISE Holdings, Inc. [Member] | MA | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
GTI Maryland, LLC [Member] | MD | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
Ohio Investors 2017, LLC [Member] | OH | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 99.00% | |
Description of Principal Activities | Holding Company | |
GTI Ohio, LLC [Member] | OH | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 99.00% | |
Description of Principal Activities | License holder | |
GTI Nevada, LLC [Member] | NV | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
GTI Pennsylvania, LLC [Member] | PA | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
GTI Florida, LLC [Member] | FL | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | Holding company | |
KSGNF, LLC [Member] | FL | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
GTI New Jersey, LLC [Member] | NJ | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
KW Ventures Holdings, LLC [Member] | PA | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
Chesapeake Alternatives, LLC [Member] | MD | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
Meshow, LLC [Member] | MD | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 0.00% | |
Description of Principal Activities | License holder | |
Advanced Grow Labs, LLC [member] | CT | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
Bluepoint Wellness of Westport, LLC [Member] | CT | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 46.00% | |
Description of Principal Activities | License holder | |
Bluepoint Apothecary, LLC [Member] | CT | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
Southern CT Wellness and Healing [member] | CT | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License Holder | |
Integral Associates, LLC [Member] | NV | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
Integral Associates CA, LLC [Member] | CA | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
Fiorello Pharmaceuticals, Inc. [Member] | NY | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | License holder | |
MC Brands, LLC [Member] | CO | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | Intellectual property | |
For Success Holding Company [Member] | CA | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | Intellectual property | |
VCP IP Holdings, LLC [Member] | DE | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | Intellectual property | |
Vision Management Services, LLC [Member] | DE | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | Management company | |
TWD18, LLC [Member] | DE | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | Investment company | |
VCP Real Estate Holdings, LLC [Member] | DE | Consolidation, Eliminations [Member] | ||
Schedule of Subsidiaries [Line Items] | ||
Ownership, in Percentage | 100.00% | |
Description of Principal Activities | Real Estate holding company |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of estimated useful life of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Not Depreciated |
Building and Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 39 years |
Furniture and Fixtures [Member] | Minimum [member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Maximum [member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Computer Equipment and Software [member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold Improvements [member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Remaining Life of Lease |
Production and Processing Equipment [member] | Minimum [member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Production and Processing Equipment [member] | Maximum [member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Asset under Construction [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Not Depreciated |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of estimated useful lives of Finite Lived Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Licenses And Permits [Member] | Minimum [member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 7 years |
Licenses And Permits [Member] | Maximum [member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Trade Names [Member] | Minimum [member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Trade Names [Member] | Maximum [member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Customer Relationships [Member] | Minimum [member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Customer Relationships [Member] | Maximum [member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 7 years |
Non Competition Agreement [Member] | Minimum [member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Non Competition Agreement [Member] | Maximum [member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Significant Accounting Polici_7
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | |
Allowance for doubtful accounts | $ | $ 223,200 | $ 139,000 | |
Accounts receivable write offs | $ | 367,400 | 161,700 | |
Goodwill impairment charge | $ | $ 0 | $ 0 | |
No of Options outstanding | 5,664,406 | 3,839,017 | 1,677,192 |
Number of warrants outstanding | 2,520,794 | 2,406,811 | 0 |
Weighted average number diluted shares outstanding adjustments | 1,307,421 | ||
Weighted average number diluted shares outstanding adjustments related to warrants | 101,254 | ||
Weighted average number diluted shares outstanding adjustments | 0 | 0 | |
Impairment charge | $ | $ 0 | $ 0 | $ 0 |
No of reporting units | 22 | ||
Loyalty liability | $ | $ 2,876,683 | $ 1,000,010 | |
Restricted Stock Units (RSUs) [Member] | |||
No restricted stock units outstanding | 689,340 | 1,399,762 | 1,589,000 |
Weighted average number diluted shares outstanding adjustments | 134,254 |
Reverse Takeover Transaction -
Reverse Takeover Transaction - Additional Information (Detail) - USD ($) | Apr. 30, 2018 | Jun. 30, 2018 | Jun. 05, 2020 |
Reverse Takeover Transaction [Abstract] | |||
Subscription receipts, gross | $ 65.1 | ||
Transaction costs | $ 4 | ||
Warrants Issued | shares | 285,000 | 35,000 | |
Strike Price | $ 7.75 | ||
Warrant Liability | $ | $ 900,000 | ||
Voting Rights | consolidated its existing common shares on the basis of one Subordinate Voting Share for each 368 existing common shares of the Company. |
Inventories - Summary of invent
Inventories - Summary of inventory (Detail) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | ||
Raw Material | $ 6,372,659 | $ 6,375,032 |
Packaging and Miscellaneous | 8,592,153 | 4,887,970 |
Work in Process | 25,488,806 | 20,162,723 |
Finished Goods | 30,821,392 | 16,640,629 |
Reserve for Obsolete Inventory | (1,732,057) | (2,031,873) |
Total Inventories | $ 69,542,953 | $ 46,034,481 |
Note Receivable - Schedule of F
Note Receivable - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Detail) - yr | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument Interest Rate | 2.17% | |
Notes Receivable | Risk-free Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument Interest Rate | 1.90% | |
Notes Receivable | Exercise Price of Underlying Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Measurement Input | 1.998 | |
Notes Receivable | Share Price of Underlying Security | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Measurement Input | 1.90 | |
Notes Receivable | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument Interest Rate | 71.50% | |
Notes Receivable | Remaining Life (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments Measurement Input | 1 |
Note Receivable - Additional In
Note Receivable - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 16, 2018 | |
Debt Disclosure [Abstract] | ||||
Notes Receivable | $ 0 | $ 815,937 | $ 7,424,727 | $ 11,630,867 |
Fair value adjustments on variable note receivable | $ (815,937) | $ (6,608,790) | $ (4,206,141) |
Property and Equipment - Proper
Property and Equipment - Property, Plant and Equipment (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cost | ||
Beginning balance | $ 164,713,394 | $ 69,207,422 |
Additions | 61,870,788 | 100,900,501 |
Additions from acquisitions | 16,525,362 | |
Disposals | (12,465,405) | (21,919,891) |
Ending balance | 214,118,777 | 164,713,394 |
Accumulated Depreciation | ||
Beginning balance | 9,116,719 | 3,883,342 |
Ending balance | 24,192,900 | 9,116,719 |
Net book value [Abstract] | ||
Beginning balance | 155,596,675 | 65,324,080 |
Ending balance | 189,925,877 | 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 | 22,687,020 | 28,217,500 |
Disposals | (4,507,086) | (15,702,017) |
Ending balance | 51,557,405 | 33,377,471 |
Accumulated Depreciation | ||
Beginning balance | 2,236,254 | 1,351,230 |
Ending balance | 3,357,360 | 2,236,254 |
Net book value [Abstract] | ||
Beginning balance | 31,141,217 | 19,510,758 |
Ending balance | 48,200,045 | 31,141,217 |
Equipment Computers And Furniture [Member] | ||
Cost | ||
Beginning balance | 35,509,871 | 11,001,498 |
Additions | 13,587,238 | 23,109,209 |
Additions from acquisitions | 4,253,362 | |
Disposals | 0 | (2,854,198) |
Ending balance | 49,097,109 | 35,509,871 |
Accumulated Depreciation | ||
Beginning balance | 3,882,178 | 1,524,114 |
Ending balance | 10,344,829 | 3,882,178 |
Net book value [Abstract] | ||
Beginning balance | 31,627,693 | 9,477,384 |
Ending balance | 38,752,280 | 31,627,693 |
Leasehold Improvements [member] | ||
Cost | ||
Beginning balance | 68,681,497 | 18,435,893 |
Additions | 19,925,755 | 38,002,678 |
Additions from acquisitions | 12,242,926 | |
Disposals | 0 | |
Ending balance | 88,607,252 | 68,681,497 |
Accumulated Depreciation | ||
Beginning balance | 2,998,287 | 1,007,998 |
Ending balance | 10,264,683 | 2,998,287 |
Net book value [Abstract] | ||
Beginning balance | 65,683,210 | 17,427,895 |
Ending balance | 78,342,569 | 65,683,210 |
Assets Under Construction [member] | ||
Cost | ||
Beginning balance | 21,372,116 | 16,664,958 |
Additions | 4,595,227 | 4,678,084 |
Additions from acquisitions | 29,074 | |
Disposals | (6,978,389) | 0 |
Ending balance | 18,988,954 | 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 | 18,988,954 | 21,372,116 |
Capitalized Interest [Member] | ||
Cost | ||
Beginning balance | 2,500,000 | |
Additions | 488,681 | 2,500,000 |
Disposals | 0 | |
Ending balance | 2,988,681 | 2,500,000 |
Accumulated Depreciation | ||
Beginning balance | 0 | |
Ending balance | 226,028 | 0 |
Net book value [Abstract] | ||
Beginning balance | 2,500,000 | |
Ending balance | $ 2,762,653 | $ 2,500,000 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | Mar. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2020 | Nov. 12, 2019 |
Disclosure of Property of Equipment [Line Items] | ||||||
Depreciation expense | $ 15,479,179 | $ 6,827,711 | $ 2,687,025 | |||
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] | Innovative Industrial Properties [member] | ||||||
Disclosure of Property of Equipment [Line Items] | ||||||
Sale Leaseback Transaction, Net Book Value | $ 2,854,198 | |||||
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 | 3,363,676 | ||||
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 | $ 15,702,017 | ||||
Cost of Sales [member] | ||||||
Disclosure of Property of Equipment [Line Items] | ||||||
Depreciation expense | $ 8,283,206 | $ 4,246,524 | $ 1,346,632 |
Acquisitions - Summary of Pro F
Acquisitions - Summary of Pro Forma Financial Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||||||||
Revenues | $ 556,572,889 | $ 216,432,605 | $ 62,493,680 | ||||||||
Net income (loss) | $ 22,464,807 | $ 9,643,929 | $ (12,909,505) | $ (4,206,264) | $ (14,070,509) | $ (14,590,793) | $ (20,892,049) | $ (9,563,056) | $ 14,992,967 | (59,116,407) | (5,243,917) |
Revenues, net of discounts | 258,471,673 | 139,771,855 | |||||||||
Net income (loss) attributable to Green Thumb Industries Inc. | (8,394,854) | (24,006,529) | |||||||||
Advanced Grow Labs LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 16,377,199 | 17,016,743 | |||||||||
Net income (loss) | 3,612,455 | 7,497,696 | |||||||||
Revenues, net of discounts | 18,516,074 | 17,016,743 | |||||||||
Net income (loss) attributable to Green Thumb Industries Inc. | 4,586,122 | 7,497,696 | |||||||||
Integral Associates, LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 39,246,745 | 60,261,432 | |||||||||
Net income (loss) | (6,375,800) | 13,218,159 | |||||||||
Revenues, net of discounts | 79,146,937 | 60,261,432 | |||||||||
Net income (loss) attributable to Green Thumb Industries Inc. | (1,110,610) | 13,218,159 | |||||||||
Green Thumb Industries [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues, net of discounts | 160,808,662 | 62,493,680 | |||||||||
Net income (loss) attributable to Green Thumb Industries Inc. | (56,353,062) | (5,243,917) | |||||||||
Pro Forma [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Net income (loss) attributable to Green Thumb Industries Inc. | $ (61,272,404) | $ (8,534,591) |
Acquisitions - Summary of Pro_2
Acquisitions - Summary of Pro Forma Financial Information (Details) (Paranthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||
Income Taxes | $ 83,852,802 | $ 9,344,033 | $ 7,183,595 |
Effective Income Tax Rate Reconciliation, Percent | 24.00% | 24.00% | |
Amortization | $ 37,026,396 | $ 24,466,370 | $ 2,496,955 |
Advanced Grow Labs LLC [Member] | |||
Business Acquisition [Line Items] | |||
Income Taxes | 164,780 | 972,647 | |
Amortization | 327,302 | 3,927,619 | |
Integral Associates, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Income Taxes | 1,263,645 | 3,172,358 | |
Amortization | $ 6,639,127 | $ 15,933,905 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Value of the Consideration Transferred for Each Acquisition (Details) - USD ($) | Feb. 12, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Contingent Consideration | $ 9,877,013 | $ (3,686,921) | |
Advanced Grow Labs LLC [Member] | |||
Business Acquisition [Line Items] | |||
Cash Paid | $ 15,500,000 | 15,481,967 | |
Shares of the Company Issued | 79,959,170 | ||
Deferred Share Issuance | 5,380,000 | ||
Contingent Consideration | 7,831,000 | ||
Total Consideration | 108,652,137 | ||
Intergral Associates LLC [Member] | |||
Business Acquisition [Line Items] | |||
Cash Paid | 52,807,500 | ||
Shares of the Company Issued | 273,146,014 | ||
Acquisition Liability | 791,068 | ||
Contingent Consideration | 39,985,000 | ||
Total Consideration | 366,729,582 | ||
Other Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Cash Paid | 44,147,694 | ||
Shares of the Company Issued | 142,607,973 | ||
Deferred Share Issuance | 11,207,798 | ||
Conversion of Previous Notes Receivable | 27,121,559 | ||
Contingent Consideration | 8,926,000 | ||
Total Consideration | $ 234,011,024 |
Acquisitions - Summary of Final
Acquisitions - Summary of Final Accounting Estimates For Each Acquisition (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible Assets: | ||||
Goodwill | $ 382,697,467 | $ 382,697,467 | $ 375,084,991 | $ 39,204,360 |
Advanced Grow Labs LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 1,406,377 | |||
Inventory | 1,906,828 | |||
Accounts Receivable | 420,649 | |||
Property and Equipment | 5,934,295 | |||
Right-of-Use Asset | 565,336 | |||
Investment in CAL Funding | 9,900,000 | |||
Deposits and Other Assets | 246,843 | |||
Intangible Assets: | ||||
Licenses and Permits | 28,920,000 | |||
Tradename | 930,000 | |||
Customer Relationships | 12,462,000 | |||
Non-competition Agreements | 100,000 | |||
Liabilities Assumed | (1,230,441) | |||
Deferred Tax Liabilities | (12,731,349) | |||
Total Identifiable Net Assets | 48,830,538 | |||
Goodwill | 59,821,599 | |||
Net Assets | 108,652,137 | |||
Integral Associates, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 744,825 | |||
Inventory | 10,107,303 | |||
Accounts Receivable | 1,477,535 | |||
Prepaid Expenses | 492,571 | |||
Property and Equipment | 8,107,836 | |||
Right-of-Use Asset | 4,840,609 | |||
Deposits and Other Assets | 122,826 | |||
Intangible Assets: | ||||
Licenses and Permits | 175,845,000 | |||
Tradename | 57,425,000 | |||
Customer Relationships | 2,678,000 | |||
Liabilities Assumed | (11,091,246) | |||
Total Identifiable Net Assets | 250,750,259 | |||
Goodwill | 115,979,323 | |||
Net Assets | 366,729,582 | |||
Other Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 777,371 | |||
Inventory | 1,732,525 | |||
Accounts Receivable | 265,956 | |||
Prepaid Expenses | 38,705 | |||
Property and Equipment | 2,667,436 | |||
Right-of-Use Asset | 2,056,008 | |||
Deposits and Other Assets | 1,405,986 | |||
Intangible Assets: | ||||
Licenses and Permits | 48,155,000 | |||
Tradename | 38,740,592 | |||
Customer Relationships | 9,298,000 | |||
Non-competition Agreements | 2,465,000 | |||
Liabilities Assumed | (6,172,243) | |||
Deferred Tax Liabilities | (20,823,225) | |||
Total Identifiable Net Assets | 80,607,111 | |||
Goodwill | 153,403,913 | |||
Net Assets | $ 234,011,024 |
Acquisitions - Summary of Fin_2
Acquisitions - Summary of Final Accounting Estimates For Each Acquisition (Details) (Paranthetical) | Dec. 31, 2019USD ($) |
Business Combinations [Abstract] | |
Acquisition related costs | $ 812,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Dec. 18, 2020 | Aug. 26, 2020 | Aug. 12, 2020 | Aug. 23, 2019 | Jun. 12, 2019 | Jun. 07, 2019 | Jun. 05, 2019 | Feb. 21, 2019 | Feb. 12, 2019 | Jan. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 |
Issuance of shares under business combinations and investments, Value | $ 2,800,000 | |||||||||||||||
Goodwill | $ 375,084,991 | $ 375,084,991 | $ 382,697,467 | $ 375,084,991 | 39,204,360 | $ 382,697,467 | ||||||||||
Issuance of shares under contingent consideration, Value | 22,885,813 | |||||||||||||||
Non Current Contingent consideration | 8,545,558 | 8,545,558 | 4,950,000 | 8,545,558 | ||||||||||||
Placement of produCts in specified retailers | 258,471,673 | $ 139,771,855 | ||||||||||||||
Southern CT Wellness and Healing [member] | ||||||||||||||||
Percentage of voting rights acquired | 100.00% | |||||||||||||||
Total Consideration | $ 14,400,000 | |||||||||||||||
Cash Paid | $ 9,000,000 | |||||||||||||||
Issuance of shares under business combinations and investments | 197,826 | |||||||||||||||
Issuance of shares under business combinations and investments, Value | $ 751,987 | |||||||||||||||
Goodwill | 9,615,751 | |||||||||||||||
Intangible assets acquired | 6,326,523 | |||||||||||||||
Advanced Grow Labs LLC [Member] | ||||||||||||||||
Percentage of voting rights acquired | 100.00% | |||||||||||||||
Total Consideration | 108,652,137 | |||||||||||||||
Cash Paid | $ 15,500,000 | 15,481,967 | ||||||||||||||
Goodwill | 59,821,599 | |||||||||||||||
Contigent considerarion minimum | 0 | |||||||||||||||
Contigent considerarion maximum | $ 15,000,000 | |||||||||||||||
Issuance of shares under contingent consideration, Value | 11,544,855 | |||||||||||||||
Fair value of the contingent consideration | 8,654,623 | 8,654,623 | 0 | 8,654,623 | ||||||||||||
Distribution of deferred shares | 472,500 | |||||||||||||||
Distribution of deferred shares, value | $ 5,380,000 | 0 | 5,380,000 | |||||||||||||
Integral Associates, LLC [Member] | ||||||||||||||||
Percentage of voting rights acquired | 100.00% | |||||||||||||||
Cash Paid | $ 52,800,000 | |||||||||||||||
Goodwill | 115,979,323 | |||||||||||||||
Issuance of shares under contingent consideration, Value | 4,654,526 | |||||||||||||||
Fair value of the contingent consideration | 39,554,185 | 39,554,185 | 27,100,000 | 39,554,185 | ||||||||||||
Total value of shares issued under business acquisitions | $ 273,100,000 | |||||||||||||||
Write Off of portion of contingent consideration | 7,582,001 | |||||||||||||||
Non Current Contingent consideration | 0 | 0 | 4,950,000 | 0 | ||||||||||||
Integral Associates, LLC [Member] | Maximum [member] | ||||||||||||||||
Additonal consideration transferred | 57,000,000 | |||||||||||||||
Success Holding Company [Member] | ||||||||||||||||
Percentage of voting rights acquired | 100.00% | |||||||||||||||
Fair value of the contingent consideration | $ 2,432,373 | 2,432,373 | 0 | 2,432,373 | ||||||||||||
Distribution of deferred shares | 646,353 | 793,448 | ||||||||||||||
Distribution of deferred shares, value | $ 8,064,668 | $ 1,835,332 | $ 9,900,000 | |||||||||||||
Total value of shares issued under business acquisitions | $ 94,500,000 | |||||||||||||||
Placement of produCts in specified retailers | 6,900,000 | |||||||||||||||
Success Holding Company [Member] | Maximum [member] | ||||||||||||||||
Additonal consideration transferred | 15,000,000 | |||||||||||||||
Success Holding Company [Member] | Minimum [member] | ||||||||||||||||
Additonal consideration transferred | $ 0 | |||||||||||||||
Fiorello Pharmaceuticals, Inc. [Member] | ||||||||||||||||
Percentage of voting rights acquired | 100.00% | |||||||||||||||
Cash Paid | $ 42,600,000 | |||||||||||||||
Issuance of shares under business combinations and investments | 1,700,000 | |||||||||||||||
Issuance of shares under business combinations and investments, Value | $ 14,100,000 | |||||||||||||||
MC Brands LLC [Member] | ||||||||||||||||
Percentage of voting rights acquired | 75.00% | |||||||||||||||
Subordinate Voting Shares [Member] | ||||||||||||||||
Issuance of shares under business combinations and investments | 1,233,014 | 542,416 | 1,752,065 | 45,571,444 | ||||||||||||
Issuance of shares under business combinations and investments, Value | $ 5,400,000 | $ 13,854,550 | $ 4,355,078 | |||||||||||||
Distribution of deferred shares | 1,220,548 | |||||||||||||||
Subordinate Voting Shares [Member] | Southern CT Wellness and Healing [member] | ||||||||||||||||
Issuance of shares under business combinations and investments | 230,031 | |||||||||||||||
Issuance of shares under business combinations and investments, Value | $ 4,619,237 | |||||||||||||||
Subordinate Voting Shares [Member] | Advanced Grow Labs LLC [Member] | ||||||||||||||||
Issuance of shares under business combinations and investments | 472,500 | 7,300,000 | ||||||||||||||
Issuance of shares under business combinations and investments, Value | $ 538,000 | $ 85,100,000 | ||||||||||||||
Issuance of shares under contingent consideration | 1,396,533 | |||||||||||||||
Issuance of shares under contingent consideration, Value | $ 11,544,855 | |||||||||||||||
Subordinate Voting Shares [Member] | Integral Associates, LLC [Member] | ||||||||||||||||
Issuance of shares under business combinations and investments | 20,800,000 | 537,240 | ||||||||||||||
Issuance of shares under business combinations and investments, Value | $ 235,400,000 | $ 4,654,526 | ||||||||||||||
Subordinate Voting Shares [Member] | Success Holding Company [Member] | ||||||||||||||||
Issuance of shares under business combinations and investments | 6,463,553 | 808,614 | ||||||||||||||
Issuance of shares under contingent consideration | 779,690 | |||||||||||||||
Issuance of shares under contingent consideration, Value | $ 6,686,432 | |||||||||||||||
Subordinate Voting Shares [Member] | MC Brands LLC [Member] | ||||||||||||||||
Issuance of shares under business combinations and investments | 1,700,000 | |||||||||||||||
Issuance of shares under business combinations and investments, Value | $ 19,400,000 | |||||||||||||||
Milestone Shares [Member] | Integral Associates, LLC [Member] | ||||||||||||||||
Issuance of shares under business combinations and investments | 3,300,000 | |||||||||||||||
Issuance of shares under business combinations and investments, Value | $ 37,700,000 |
Intangible Assets And Goodwil_2
Intangible Assets And Goodwill - Summary Of Intangible Assets (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2020 | Jan. 01, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | $ 462,253,283 | $ 90,905,693 | |||
Adjustments to Purchase Price Allocation | 1,695,009 | ||||
Additions from acquisitions | 6,326,523 | 371,347,590 | |||
Finite-Lived Intangible Assets, Gross | 470,274,815 | 462,253,283 | $ 90,905,693 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 27,006,385 | 2,540,015 | |||
Amortization | 37,026,396 | 24,466,370 | 2,496,955 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 64,032,781 | 27,006,385 | 2,540,015 | ||
Finite-Lived Intangible Assets, Net | 406,242,034 | 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 | |||
Adjustments to Purchase Price Allocation | (145,000) | ||||
Additions from acquisitions | 6,326,523 | 247,249,000 | |||
Finite-Lived Intangible Assets, Gross | 343,135,736 | 336,954,213 | 89,705,213 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 18,477,500 | 2,322,715 | |||
Amortization | 23,516,095 | 16,154,785 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 41,993,595 | 18,477,500 | 2,322,715 | ||
Finite-Lived Intangible Assets, Net | 301,142,141 | 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 | |||
Adjustments to Purchase Price Allocation | 1,840,009 | ||||
Additions from acquisitions | 97,095,590 | ||||
Finite-Lived Intangible Assets, Gross | 99,295,599 | 97,455,590 | 360,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 4,121,800 | ||||
Amortization | 9,333,378 | 4,121,800 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 13,455,178 | 4,121,800 | |||
Finite-Lived Intangible Assets, Net | 85,840,421 | 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 | |||
Adjustments to Purchase Price Allocation | |||||
Additions from acquisitions | 24,438,000 | ||||
Finite-Lived Intangible Assets, Gross | 25,258,000 | 25,258,000 | 820,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 3,932,416 | 204,500 | |||
Amortization | 3,650,589 | 3,727,916 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 7,583,005 | 3,932,416 | 204,500 | ||
Finite-Lived Intangible Assets, Net | 17,674,995 | 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 | |||
Adjustments to Purchase Price Allocation | |||||
Additions from acquisitions | 2,565,000 | ||||
Finite-Lived Intangible Assets, Gross | 2,585,480 | 2,585,480 | 20,480 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 474,669 | 12,800 | |||
Amortization | 526,334 | 461,869 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 1,001,003 | 474,669 | $ 12,800 | ||
Finite-Lived Intangible Assets, Net | $ 1,584,477 | $ 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 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Amortization | $ 37,026,396 | $ 24,466,370 | $ 2,496,955 | ||
Measurement period adjustment in intangible assets | 1,840,009 | ||||
Increased in Intangible assets | 6,326,523 | ||||
Adjustments to Purchase Price Allocations | (2,003,275) | 4,672,521 | |||
Goodwil acquired | 9,615,751 | ||||
Advanced Grow Labs LLC [Member] | |||||
Goodwil acquired | 61,328,599 | ||||
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 | 9,333,378 | $ 4,121,800 | |||
Trade Names [Member] | RetailSegment [Member] | |||||
Acquired Finite-Lived Intangible Asset, Useful Life | 7 years | 15 years | |||
Finite-Lived Intangible Asset, Amortization Expense From Year Two To Five | 5,161,946 | ||||
Finite Lived Intangible Assets, Reduction In amortization expense | $ 25,809,730 |
Intangible Assets And Goodwil_4
Intangible Assets And Goodwill - Summary Of Estimated Annual Amortization Expense Related To Intangible Assets (Detail) - USD ($) | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||||
2021 | $ 39,194,333 | |||
2022 | 38,763,593 | |||
2023 | 38,680,777 | |||
2024 | 38,099,444 | |||
2025 | 38,001,777 | |||
Thereafter | 213,502,110 | |||
Finite-Lived Intangible Assets, Net | 406,242,034 | $ 435,246,898 | $ 435,246,898 | $ 88,365,678 |
Previously Reported [Member] | ||||
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||||
2021 | 34,032,387 | |||
2022 | 33,601,647 | |||
2023 | 33,518,831 | |||
2024 | 32,937,498 | |||
2025 | 32,839,831 | |||
Thereafter | 239,311,840 | |||
Finite-Lived Intangible Assets, Net | 406,242,034 | |||
Intangible Assets, Amortization Period [Member] | Restatement Adjustment [Member] | ||||
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||||
2021 | 5,161,946 | |||
2022 | 5,161,946 | |||
2023 | 5,161,946 | |||
2024 | 5,161,946 | |||
2025 | 5,161,946 | |||
Thereafter | $ (25,809,730) |
Intangible Assets And Goodwil_5
Intangible Assets And Goodwill - Summary Of Goodwill And Intangible Assets Disclosure (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||
Balance at beginning | $ 375,084,991 | $ 39,204,360 |
Acquisitions | 9,615,751 | |
Adjustments to Purchase Price Allocations | (2,003,275) | 4,672,521 |
Balance at end | 382,697,467 | 375,084,991 |
Advanced Grow Labs LLC [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 61,328,599 | |
Balance at end | 59,821,599 | |
Integral Associates LLC [member] | ||
Goodwill [Line Items] | ||
Acquisitions | 115,979,323 | |
Balance at end | 115,979,323 | |
Other Acquisitions [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 153,900,188 | |
Balance at end | 153,403,913 | |
Retail Segment [Member] | ||
Goodwill [Line Items] | ||
Balance at beginning | 119,873,759 | 15,286,360 |
Acquisitions | 9,615,751 | |
Adjustments to Purchase Price Allocations | 1,191,425 | 8,238,806 |
Balance at end | 130,680,935 | 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 |
Investments - Schedule Of Long
Investments - Schedule Of Long Term Investments (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Longterm Investments [Line Items] | |||
Beginning balance | $ 14,068,821 | $ 40,933,283 | |
Additions | 525,000 | ||
Disposals | (169,818) | ||
Fair value adjustments | 26,370,803 | (5,459,462) | $ 4,797,283 |
Applied to consideration in business combination | (21,405,000) | ||
Ending balance | 40,794,806 | 14,068,821 | 40,933,283 |
Convertible Debt Securities [member] | |||
Longterm Investments [Line Items] | |||
Beginning balance | 7,533,000 | 30,336,000 | |
Conversion of notes receivable | (7,533,000) | ||
Fair value adjustments | (1,398,000) | ||
Applied to consideration in business combination | (21,405,000) | ||
Ending balance | 7,533,000 | 30,336,000 | |
Equity Securities [member] | |||
Longterm Investments [Line Items] | |||
Beginning balance | 6,535,821 | 10,597,283 | |
Additions | 525,000 | ||
Disposals | (169,818) | ||
Conversion of notes receivable | 7,533,000 | ||
Fair value adjustments | 26,370,803 | (4,061,462) | |
Ending balance | $ 40,794,806 | $ 6,535,821 | $ 10,597,283 |
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 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) | Aug. 01, 2020 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Investments [Line Items] | |||||
Equity Securities, FV-NI, Unrealized Gain (Loss) | $ 26,370,803 | $ (5,459,462) | $ 4,797,283 | ||
Equity method investment, ownership percentage | 6.00% | ||||
Stock Issued During Period, Shares, Conversion of Units | 613,875 | ||||
Loss on the fair value of the preferred shares | $ (6,503,711) | ||||
Equity Securities, FV-NI, Gain (Loss) | 26,370,803 | $ (4,061,462) | $ 4,797,283 | ||
Equity interest, fair value disclosure | 37,249,189 | 4,900,000 | |||
Cannabis Companies [Member] | |||||
Investments [Line Items] | |||||
Equity interest, fair value disclosure | 40,794,806 | $ 14,068,821 | |||
Market Interest Rate [member] | |||||
Investments [Line Items] | |||||
Alternative investment, measurement input | 18 | ||||
Implied Volatility [member] | |||||
Investments [Line Items] | |||||
Alternative investment, measurement input | 58 | ||||
Fair Value, Inputs, Level 3 [member] | |||||
Investments [Line Items] | |||||
Preferred stock fair value disclosure | 1,029,289 | ||||
Investment in convertible note, Fair value disclosure | $ 7,533,000 | ||||
Subsequent Event [member] | |||||
Investments [Line Items] | |||||
Proceeds from sale of equity interest in privately held entity | $ 18,112,500 | ||||
Other Operating Income Expense [member] | |||||
Investments [Line Items] | |||||
Equity Securities, FV-NI, Unrealized Gain (Loss) | $ 32,349,189 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | Jun. 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 01, 2020 | Mar. 06, 2020 | Jan. 31, 2020 | Nov. 12, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Operating lease expense | $ 26,287,253 | $ 7,291,154 | $ 1,901,000 | |||||
Operating lease right of use asset | 140,382,781 | 63,647,812 | ||||||
Operating lease liability | 150,288,870 | |||||||
Payments to acquire property plant and equipment | $ 59,796,992 | 88,557,016 | 27,432,847 | |||||
Danville Cultivation and Processing Facility [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Sale Leaseback Transaction, Net Book Value | $ 20,300,000 | |||||||
Sale leaseback certain improvements agreed to provide reimbursement | 19,300,000 | |||||||
Sale leaseback investment amount | 39,600,000 | |||||||
Operating lease right of use asset | 28,927,235 | |||||||
Operating lease liability | $ 28,927,235 | |||||||
Toledo Ohio Cultivation and Processing Facility [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Lease term | 20 years | |||||||
Sale Leaseback Transaction, Net Book Value | $ 32,200,000 | $ 2,900,000 | ||||||
Operating lease right of use asset | 28,134,327 | |||||||
Operating lease liability | 28,134,327 | |||||||
Sale leaseback investment additional amount | $ 25,000,000 | |||||||
Lessee, Operating Lease, Term of Contract | 20 years | |||||||
Oglesby 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 | 42,235,807 | |||||||
Operating lease liability | $ 42,235,807 | |||||||
Lessee, Operating Lease, Term of Contract | 16 years | |||||||
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 | $ 1,363,673 | $ 1,230,350 | $ 515,064 | |||||
NV | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Operating lease expense | $ 136,107 | |||||||
Maximum [Member] | Florida And Lllinois [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Lease term | 15 years | |||||||
Lessee, Operating Lease, Term of Contract | 15 years | |||||||
Maximum [Member] | Maryland Nevada and Massachusetts [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Lease term | 15 years | |||||||
Lessee, Operating Lease, Term of Contract | 15 years | |||||||
Minimum [Member] | Florida And Lllinois [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Lease term | 7 years | |||||||
Lessee, Operating Lease, Term of Contract | 7 years | |||||||
Minimum [Member] | Maryland Nevada and Massachusetts [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Lease term | 7 years | |||||||
Lessee, Operating Lease, Term of Contract | 7 years |
Leases - Schedule Of Other Info
Leases - Schedule Of Other Information Related To Operating Leases (Detail) | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||
Weighted average remaining lease term | 12 years 1 month 6 days | 7 years 5 months 1 day |
Weighted average discount rate | 13.70% | 12.00% |
Leases - Lessee Operating Lease
Leases - Lessee Operating Lease Liability Maturity (Detail) | Dec. 31, 2020USD ($) |
Lessee, Lease, Description [Line Items] | |
2021 | $ 25,316,762 |
2022 | 26,824,253 |
2023 | 26,728,281 |
2024 | 26,112,596 |
2025 | 24,016,922 |
2026 and Thereafter | 251,892,066 |
Total Lease Payments | 380,890,880 |
Less: Interest | (230,602,010) |
Present Value of Lease Liability | 150,288,870 |
Third Party [Member] | |
Lessee, Lease, Description [Line Items] | |
2021 | 24,009,579 |
2022 | 25,487,123 |
2023 | 25,360,510 |
2024 | 24,856,882 |
2025 | 22,834,433 |
2026 and Thereafter | 242,729,225 |
Total Lease Payments | 365,277,752 |
Less: Interest | (223,015,394) |
Present Value of Lease Liability | 142,262,358 |
Related Party [Member] | |
Lessee, Lease, Description [Line Items] | |
2021 | 1,307,183 |
2022 | 1,337,130 |
2023 | 1,367,771 |
2024 | 1,255,714 |
2025 | 1,182,489 |
2026 and Thereafter | 9,162,841 |
Total Lease Payments | 15,613,128 |
Less: Interest | (7,586,616) |
Present Value of Lease Liability | $ 8,026,512 |
Notes Payable - Schedule of Deb
Notes Payable - Schedule of Debt (Detail) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 99,054,979 | $ 91,346,869 |
Less: current portion of notes payable | (341,983) | (206,675) |
Notes payable, net of current portion | 98,712,996 | 91,140,194 |
Acquired Debt [member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 717,430 | 970,957 |
Private Placement Debt [member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 94,955,094 | $ 90,375,912 |
Rise Joliet Mortgage [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 1,598,972 | |
Rise Lakewood mortgage [member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 823,483 | |
Rise Mundelein Mortgage [member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 960,000 |
Notes Payable - Schedule of D_2
Notes Payable - Schedule of Debt (Parenthetical) (Detail) - USD ($) | Dec. 06, 2020 | Aug. 20, 2020 | Jun. 05, 2020 | May 22, 2019 | Dec. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||
Charitable Contribution Quarterly Payment | $ 50,000 | ||||||
Charitable Contribution, Date Of Last Payment | October 2024 | ||||||
Debt Instrument Interest Rate | 2.17% | ||||||
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 | $ 10,511,335 | $ 15,090,517 | |||||
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 | $ 174,222 | ||||||
Debt Instrument, Annual Principal Payment | $ 40,806 | ||||||
Rise Lakewood mortgage [member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument Interest Rate | 7.25% | ||||||
Debt Issuance Date | Aug. 20, 2020 | ||||||
Debt face value | $ 833,000 | ||||||
Debt Maturity Date | Aug. 20, 2025 | ||||||
Debt Instrument, Annual Principal Payment | $ 9,517 | ||||||
Rise Mundelein Mortgage [member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument Interest Rate | 6.95% | ||||||
Debt Issuance Date | Dec. 6, 2020 | ||||||
Debt face value | $ 960,000 | ||||||
Debt Maturity Date | Dec. 6, 2025 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) | Dec. 06, 2020USD ($) | Aug. 20, 2020USD ($) | Jun. 05, 2020USD ($)shares | May 21, 2020USD ($)$ / sharesshares | Nov. 09, 2019USD ($)$ / sharesshares | May 22, 2019USD ($)$ / sharesshares | Apr. 12, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
Mortage loan interest rate | 2.17% | |||||||||
Debt held by related parties | 1.00% | |||||||||
Debt held by unrelated third-parties | 99.00% | |||||||||
Proceeds from Issuance of Private Placement | $ 66,805,295 | |||||||||
Number of warrants or rights outstanding | shares | 2,520,794 | 2,406,811 | 0 | |||||||
Amortization of Debt Issuance Costs and Discounts | $ 5,158,618 | $ 5,177,775 | ||||||||
Number of Shares, Granted | shares | 84,924 | |||||||||
Weighted Average Exercise Price, Granted | $ / shares | $ 14.03 | |||||||||
Mortgage On Joliet Illinois Dispensary [Member] | ||||||||||
Mortgage Loans | $ 1,814,000 | |||||||||
Mortage loan interest rate | 5.00% | |||||||||
Maturity date | Jun. 5, 2035 | |||||||||
Mortgage On Lakewood Ohio Dispensary [Member] | ||||||||||
Mortgage Loans | $ 833,000 | |||||||||
Mortage loan interest rate | 7.25% | |||||||||
Maturity date | Aug. 20, 2025 | |||||||||
Mortgage On Mundelein Lllinois Property [member] | ||||||||||
Mortgage Loans | $ 960,000 | |||||||||
Mortage loan interest rate | 6.95% | |||||||||
Maturity date | Dec. 6, 2025 | |||||||||
Bridge Notes [member] | ||||||||||
Proceeds from Issuance of Private Placement | $ 12,500,000 | |||||||||
Warrants and Rights Outstanding, Term | 42 months | |||||||||
Debt Instrument, Unamortized Discount | $ 2,291,189 | |||||||||
Debt Instrument, Periodic Payment | $ 12,645,833 | |||||||||
Line of Credit Facility, Increase, Accrued Interest | $ 2,291,189 | |||||||||
Modification of Private Placement Financing [member] | ||||||||||
Mortage loan interest rate | 12.16% | 12.00% | ||||||||
Warrants and Rights Outstanding, Term | 60 months | |||||||||
Debt Instrument, Unamortized Discount | $ 2,304,874 | |||||||||
LIBOR Interest Rate period | 360 days | |||||||||
Number of Base Points | 16 | |||||||||
Debt Instrument, Face Amount | $ 150,000,000 | 130,000,000 | ||||||||
Debt Instrument, Repurchase Amount | $ 24,533,571 | |||||||||
Debt Instrument, Payment Terms | 12 months | |||||||||
Amortization of Debt Issuance Costs and Discounts | 1,450,591 | 2,204,874 | ||||||||
Extension of Private Placement Financing [member] | ||||||||||
Maturity date | May 22, 2023 | |||||||||
Debt Instrument, Unamortized Discount | $ 572,386 | |||||||||
Amortization of Debt Issuance Costs and Discounts | 455,960 | |||||||||
Private Placement Financing [member] | ||||||||||
Accretion Expense | $ 430,704 | |||||||||
Mortage loan interest rate | 12.00% | 12.16% | ||||||||
Proceeds from Issuance of Private Placement | $ 10,566,429 | |||||||||
Number of warrants or rights outstanding | shares | 1,822,771 | |||||||||
Exercise price per share | $ / shares | $ 19.39 | |||||||||
Warrants and Rights Outstanding, Term | 60 months | |||||||||
Debt Instrument, Unamortized Discount | $ 16,202,934 | |||||||||
Amortization of Debt Issuance Costs and Discounts | $ 8,604,784 | $ 12,885,643 | ||||||||
Professional Fees | $ 228,761 | |||||||||
Debt Instrument, Term | 365 days | |||||||||
Private Placement Financing [member] | Maximum [member] | ||||||||||
Debt to equity ratio | 1 | |||||||||
Debt to EBITDA ratio | 1 | |||||||||
Private Placement Financing [member] | Minimum [member] | ||||||||||
Debt to equity ratio | 0.6 | |||||||||
Debt to EBITDA ratio | 4.5 | |||||||||
Warrant | Mortgage On Joliet Illinois Dispensary [Member] | ||||||||||
Warrants issued | shares | 35,000 | |||||||||
Warrants issued, Value | $ 181,272 | |||||||||
Subordinate Voting Shares [Member] | Bridge Notes [member] | ||||||||||
Number of warrants or rights outstanding | shares | 218,964 | |||||||||
Exercise price per share | $ / shares | $ 22.90 | |||||||||
Subordinate Voting Shares [Member] | Modification of Private Placement Financing [member] | ||||||||||
Number of warrants or rights outstanding | shares | 365,076 | |||||||||
Exercise price per share | $ / shares | $ 12.04 |
Warrants - Schedule of Stockhol
Warrants - Schedule of Stockholders' Equity Note, Warrants or Rights (Detail) | May 21, 2020$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Class of Warrant or Right [Line Items] | ||||
Number of Shares, Beginning Balance | 2,406,811 | 2,406,811 | 0 | |
Number of Shares, Granted | 84,924 | |||
Number of Shares, Exercised | 84,924 | |||
Number of Shares, Ending Balance | 2,520,794 | 2,520,794 | 2,406,811 | |
Weighted Average Exercise Price, Granted | $ / shares | $ 14.03 | |||
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 | 2,406,811 | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 18.59 | |||
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 18.45 | $ 18.59 | ||
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 | 4 years 10 months 9 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 Modification Warrants [member] | Liability Classified Warrant [member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Shares, Granted | 84,924 | 84,924 | ||
Number of Shares, Exercised | 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, Exercised | 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) | ||
Number of Shares, Exercised | (5,941) | (5,941) | ||
Weighted Average Exercise Price, Granted | $ / shares | $ 12.42 | |||
Weighted Average Contractual Life, Granted | 5 years | 5 years | ||
Bridge Financing Warrants [member] | Liability Classified Warrant [member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Shares, Granted | 218,964 | |||
Number of Shares, Exercised | 218,964 | |||
Number of Shares, Ending Balance | 218,964 | 218,964 | ||
Weighted Average Exercise Price, Granted | $ / shares | $ 22.90 | |||
Weighted Average Contractual Life, Granted | 3 months 25 days | |||
Private Placement Financing Warrants [member] | Liability Classified Warrant [member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Shares, Granted | 1,822,771 | |||
Number of Shares, Exercised | 1,822,771 | |||
Number of Shares, Ending Balance | 1,822,771 | 1,822,771 | ||
Weighted Average Exercise Price, Granted | $ / shares | $ 19.39 | |||
Weighted Average Contractual Life, Granted | 3 years 9 months 14 days | |||
Modification Warrants [member] | Liability Classified Warrant [member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Shares, Granted | 365,076 | |||
Number of Shares, Exercised | 365,076 | |||
Number of Shares, Ending Balance | 360,256 | 360,256 | ||
Weighted Average Exercise Price, Granted | $ / shares | $ 12.04 | |||
Weighted Average Contractual Life, Granted | 9 months |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | Jun. 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2018 |
Class of Warrant or Right [Line Items] | |||||
Warrants Issued | 35,000 | 285,000 | |||
Warrant Liability | $ 900,000 | ||||
Proceeds from issuance of notes payable | $ 117,435,724 | $ 825,000 | |||
Number of warrants or rights outstanding | 2,520,794 | 2,406,811 | 0 | ||
Fair Value Adjustment of Warrants | $ (23,001,771) | $ 4,159,687 | $ 37,765,718 | ||
Note Purchase Agreement Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Stock issued during period, shares, new issues | 2,491,735 | 2,491,735 | |||
Number of warrants or rights outstanding | 2,485,794 | ||||
Rise Joliet Mortgage [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Proceeds from issuance of notes payable | $ 1,814,000 | ||||
Equity Classified Warrant [member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants or rights outstanding | 35,000 | ||||
Equity Classified Warrant [member] | Additional Modification Warrants [member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant Liability | $ 181,272 |
Warrants - Schedule Of Fair Val
Warrants - Schedule Of Fair Value Of Warrant Liability (Detail) | Dec. 31, 2020USD ($)shares | Dec. 31, 2020$ / shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018shares | Apr. 30, 2018$ / shares |
Class of Warrant or Right [Line Items] | |||||
Strike Price | $ / shares | $ 7.75 | ||||
Warrants Outstanding | 2,520,794 | 2,406,811 | 0 | ||
Liability Classified Warrant [member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants Outstanding | 2,485,794 | 2,406,811 | |||
Warrant Liability | $ | $ 39,454,000 | $ 15,879,843 | |||
Bridge Financing Warrants [member] | Liability Classified Warrant [member] | |||||
Class of Warrant or Right [Line Items] | |||||
Strike Price | $ / shares | $ 22.90 | ||||
Warrants Outstanding | 218,964 | ||||
Warrant Liability | $ | $ 2,544,500 | 1,385,400 | |||
Private Placement Financing Warrants [member] | Liability Classified Warrant [member] | |||||
Class of Warrant or Right [Line Items] | |||||
Strike Price | $ / shares | 19.39 | ||||
Warrants Outstanding | 1,822,771 | ||||
Warrant Liability | $ | $ 28,756,500 | 12,189,169 | |||
Modification Warrants [member] | Liability Classified Warrant [member] | |||||
Class of Warrant or Right [Line Items] | |||||
Strike Price | $ / shares | 12.04 | ||||
Warrants Outstanding | 360,256 | ||||
Warrant Liability | $ | $ 6,630,000 | $ 2,305,274 | |||
Additional Modification Warrants [member] | Liability Classified Warrant [member] | |||||
Class of Warrant or Right [Line Items] | |||||
Strike Price | $ / shares | $ 14.03 | ||||
Warrants Outstanding | 83,803 | ||||
Warrant Liability | $ | $ 1,523,000 |
Warrants - Schedule Of Fair V_2
Warrants - Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Warrant Liability (Detail) - Liability Classified Warrant [member] | Dec. 31, 2020 | Dec. 31, 2019 |
Volatility | Maximum [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 79.10 | 123.64 |
Volatility | Minimum [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 72.19 | 117.43 |
Remaining Term | Maximum [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.39 | 4.86 |
Remaining Term | Minimum [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.78 | 2.78 |
Risk Free Rate | Maximum [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.28 | 1.69 |
Risk Free Rate | Minimum [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.20 | 1.68 |
Warrants - Fair Value Of The Eq
Warrants - Fair Value Of The Equity Classified Warrants (Detail) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2018 |
Class of Warrant or Right [Line Items] | ||||
Strike Price | $ 7.75 | |||
Warrants Outstanding | 2,520,794 | 2,406,811 | 0 | |
Warrant Liability | $ 900,000 | |||
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) - Equity Classified Warrant [member] | Dec. 31, 2020yr | Dec. 31, 2019yr |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 80 | |
Remaining Term | ||
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 | 0.37 |
Share Capital - Schedule of Com
Share Capital - Schedule of Common Stock Outstanding Roll Forward (Detail) - USD ($) | Jun. 07, 2019 | Jan. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||
Noncontrolling interests adjustment for change in ownership | $ 0 | $ (1,128,776) | $ (36,970,608) | ||
Distribution of contingent consideration | 2,713,463 | ||||
Issuance of shares for redemption of noncontrolling interests | $ 25,420,009 | 4,093,718 | |||
Issuance of shares upon exercise of options and warrants | $ 1,640,147 | 906,296 | |||
Issuance of shares for professional fees | $ 59,788,076 | ||||
Subordinate Voting Shares [member] | |||||
Class of Stock [Line Items] | |||||
Beginning balance | 43,920,131 | 128,999,964 | 43,920,131 | ||
Issuance of shares under business combinations and investments | 1,233,014 | 542,416 | 1,752,065 | 45,571,444 | |
Distribution of contingent consideration | 2,713,463 | ||||
Distribution of deferred shares | 1,220,548 | ||||
Issuance of shares for redemption of noncontrolling interests | $ 2,498,404 | ||||
Issuance of shares upon exercise of options and warrants | $ 171,813 | 1,165,630 | |||
Issuances of shares upon vesting of RSUs | 923,468 | ||||
Issuance of shares upon exercise of broker options | 114,080 | ||||
Issuance of shares for professional fees | $ 19,875 | ||||
Exchange of shares | 42,331,900 | 35,710,400 | |||
Ending balance | 178,113,221 | 128,999,964 | 43,920,131 | ||
Multiple Voting Shares [member] | |||||
Class of Stock [Line Items] | |||||
Beginning balance | 677,230 | 373,350 | 677,230 | ||
Noncontrolling interests adjustment for change in ownership | $ 31,000 | ||||
Exchange of shares | (333,061) | (334,880) | |||
Ending balance | 40,289 | 373,350 | 677,230 | ||
Super Voting Shares [member] | |||||
Class of Stock [Line Items] | |||||
Beginning balance | 424,513 | 402,289 | 424,513 | ||
Exchange of shares | (90,258) | (22,224) | |||
Ending balance | 312,031 | 402,289 | 424,513 |
Share Capital - Share-based Pay
Share Capital - Share-based Payment Arrangement, Option, Activity (Detail) | 12 Months Ended | ||
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Balance | shares | 3,839,017 | 1,677,192 | |
Number of Share, Granted | shares | 2,604,511 | ||
Number of Shares, Exercised | shares | (165,872) | ||
Number of Shares, Forfeited | shares | (613,250) | ||
Number of Share, Vested | shares | 1,749,365 | ||
Number of Shares, Ending Balance | shares | 5,664,406 | 3,839,017 | |
Number of Share, Exercisable | shares | 1,532,282 | ||
Weighted Average Exercise Price, Balance | $ / shares | $ 13.21 | ||
Weighted Average Exercise Price, Granted | $ / shares | 10.36 | ||
Weighted Average Exercise Price, Exercised | $ / shares | 12.72 | ||
Weighted Average Exercise Price, Forfeited | $ / shares | 13.27 | ||
Weighted Average Exercise Price, Vested | $ / shares | 13.37 | ||
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 11.91 | $ 13.21 | |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 13.22 | ||
Weighted Average Contractual Life, Balance | 4 years 4 months 20 days | 5 years 6 months 25 days | |
Weighted Average Contractual Life, Exercisable | 5 years 25 days | ||
Aggregate Intrinsic Value, Balance | $ | $ 85,408,034 | $ 218,234 | |
Aggregate Intrinsic Value, Exercisable | $ | $ 21,590,351 |
Share Capital - summary of def
Share Capital - summary of deferred shares held by the Company (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Units | 179,300 | 1,367,643 |
Value | $ 2,587,317 | $ 16,587,798 |
Advanced Grow Labs, LLC [member] | ||
Date of Transaction | Feb. 12, 2019 | |
Units | 472,500 | |
Value | $ 5,380,000 | |
For Success Holding Company [member] | ||
Date of Transaction | Feb. 21, 2019 | |
Units | 147,095 | 793,448 |
Value | $ 1,835,330 | $ 9,900,000 |
Rise Canton [Member] | ||
Date of Transaction | May 15, 2019 | |
Units | 101,695 | |
Value | $ 1,307,798 | |
Southern CT Wellness and Healing [Member] | ||
Date of Transaction | Dec. 18, 2020 | |
Units | 32,205 | |
Value | $ 751,987 |
Share Capital - Schedule of Sha
Share Capital - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Risk-free interest rate, Minumum | 0.31% | 1.18% |
Risk-free interest rate, Maximum | 1.37% | 1.84% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility, Minumum | 80.00% | |
Expected volatility, maximum | 100.00% | |
Expected volatility | 80.00% | |
Minimum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Expected option life | 3 years | 3 years |
Maximum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Expected option life | 5 years | 5 years |
Share Capital - Non-vested Rest
Share Capital - Non-vested Restricted Stock Shares Activity (Detail) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Balance | 1,399,762 | 1,589,000 | |
Number of Shares, Granted | 286,880 | ||
Number of Shares, Forfeited | (73,834) | ||
Number of Shares, Vested | (923,468) | ||
Number of Shares, Balance | 689,340 | 1,399,762 | 1,589,000 |
Weighted Average Grant Date Fair Value, Balance | $ 9.30 | ||
Weighted Average Grant Date Fair Value, Granted | 13.90 | $ 11.70 | $ 10.28 |
Weighted Average Grant Date Fair Value, Forfeited | 15.85 | ||
Weighted Average Grant Date Fair Value, Vested | 15.21 | ||
Weighted Average Grant Date Fair Value, Balance | $ 16.77 | $ 9.30 |
Share Capital - Schedule of Sto
Share Capital - Schedule of Stock-Based Compensation Expense (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-Based Compensation Expense | $ 19,336,718 | $ 18,285,377 | $ 6,625,071 |
Stock options expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-Based Compensation Expense | 10,937,768 | 6,393,277 | 1,876,627 |
RSU Expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-Based Compensation Expense | $ 8,398,950 | $ 11,892,100 | $ 4,748,444 |
Share Capital - Schedule of Bus
Share Capital - Schedule of Business Acquisitions of Contingent Consideration (Detail) | 12 Months Ended |
Dec. 31, 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 ($) | Dec. 18, 2020 | Aug. 31, 2020 | Aug. 26, 2020 | Aug. 12, 2020 | Jun. 29, 2020 | May 15, 2020 | May 07, 2020 | Jun. 07, 2019 | Apr. 23, 2019 | Feb. 12, 2019 | Jan. 01, 2019 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 10, 2020 | Dec. 29, 2019 | Apr. 22, 2019 | Apr. 19, 2019 |
Voting Rights | consolidated its existing common shares on the basis of one Subordinate Voting Share for each 368 existing common shares of the Company. | ||||||||||||||||||
Issuance of shares under business combinations and investments, Value | $ 2,800,000 | ||||||||||||||||||
Accrued liabilities | $ 400,413 | ||||||||||||||||||
Issuance of shares under contingent consideration | 2,713,463 | ||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 11,200,000 | ||||||||||||||||||
Noncontrolling partners interest periodic increase decrease | (8,878,940) | $ (2,000,000) | |||||||||||||||||
Reduction of Non controlling interest | $ 2,788,500 | 17,088,284 | |||||||||||||||||
Current liability | 119,288,435 | $ 111,367,255 | |||||||||||||||||
Stock Issued During Period, Value, New Issues | 751,987 | ||||||||||||||||||
Noncontrolling Interest [Member] | |||||||||||||||||||
Reduction of Non controlling interest | 2,788,500 | $ 14,821,657 | |||||||||||||||||
Percentage of voting equity interests acquired | 33.00% | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 0 | ||||||||||||||||||
George Management Ltd [member] | |||||||||||||||||||
Cash | $ 5,150,000 | ||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 1,650,000 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Noncontrolling partners interest periodic increase decrease | $ 20,078,940 | ||||||||||||||||||
Maximum [Member] | George Management Ltd [member] | |||||||||||||||||||
Percentage of voting equity interests acquired | 60.00% | ||||||||||||||||||
Ohio Investors 2017 LLC [Member] | |||||||||||||||||||
Reduction of Non controlling interest | $ 4,198,173 | ||||||||||||||||||
Derivative liability | $ 4,526,401 | ||||||||||||||||||
Ohio Investors 2017 LLC [Member] | George Management Ltd [member] | |||||||||||||||||||
Percentage of voting rights acquired | 59.00% | ||||||||||||||||||
Current liability | $ 5,500,000 | ||||||||||||||||||
Ohio Investors 2017 LLC [Member] | Minimum [Member] | |||||||||||||||||||
Percentage of voting rights acquired | 40.00% | 59.00% | |||||||||||||||||
Ohio Investors 2017 LLC [Member] | Maximum [Member] | |||||||||||||||||||
Percentage of voting rights acquired | 59.00% | 60.00% | |||||||||||||||||
KW Ventures LLC [Member] | |||||||||||||||||||
Percentage of voting rights acquired | 100.00% | ||||||||||||||||||
Advanced Grow Labs LLC [Member] | |||||||||||||||||||
Issuance of shares under contingent consideration | 1,396,533 | ||||||||||||||||||
Percentage of voting rights acquired | 100.00% | ||||||||||||||||||
Southern CT Wellness and Healing [member] | |||||||||||||||||||
Issuance of shares under business combinations and investments | 197,826 | ||||||||||||||||||
Issuance of shares under business combinations and investments, Value | $ 751,987 | ||||||||||||||||||
Percentage of voting rights acquired | 100.00% | ||||||||||||||||||
Stock issued during period deferred share acquisition | 32,205 | ||||||||||||||||||
GTI Core LLC [Member] | Minimum [Member] | |||||||||||||||||||
Percentage of voting rights acquired | 59.00% | ||||||||||||||||||
GTI New Jersey, LLC [Member] | |||||||||||||||||||
Percentage of voting rights acquired | 33.00% | ||||||||||||||||||
Reduction of Non controlling interest | $ 570,078 | ||||||||||||||||||
Multiple Voting Shares [Member] | |||||||||||||||||||
Conversion of Stock, Shares Issued | (333,061) | (334,880) | |||||||||||||||||
Common Stock, Shares, Outstanding | 40,289 | 373,350 | 677,230 | ||||||||||||||||
Multiple Voting Shares [Member] | Conversion Of Multiple Voting Shares [member] | |||||||||||||||||||
Conversion Of Stock, Shares Converted | 333,061 | ||||||||||||||||||
Voting Rights | 100 | ||||||||||||||||||
Subordinate Voting Shares [Member] | |||||||||||||||||||
Conversion of Stock, Shares Issued | 42,331,900 | 35,710,400 | |||||||||||||||||
Common Stock, Shares, Outstanding | 178,113,221 | 128,999,964 | 43,920,131 | ||||||||||||||||
Issuance of shares under business combinations and investments | 1,233,014 | 542,416 | 1,752,065 | 45,571,444 | |||||||||||||||
Issuance of shares under business combinations and investments, Value | $ 5,400,000 | $ 13,854,550 | $ 4,355,078 | ||||||||||||||||
Issuance of shares under contingent consideration | 2,713,463 | ||||||||||||||||||
Stock Repurchased During Period, Shares | 48,450 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | ||||||||||||||||||
Shares, Issued, Value | $ 400,413 | ||||||||||||||||||
Subordinate Voting Shares [Member] | Rise Canton [Member] | |||||||||||||||||||
Issuance of shares under business combinations and investments | 101,695 | ||||||||||||||||||
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] | 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 | ||||||||||||||||||
Subordinate Voting Shares [Member] | Advanced Grow Labs LLC [Member] | |||||||||||||||||||
Issuance of shares under business combinations and investments | 472,500 | 7,300,000 | |||||||||||||||||
Issuance of shares under business combinations and investments, Value | $ 538,000 | $ 85,100,000 | |||||||||||||||||
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] | Southern CT Wellness and Healing [member] | |||||||||||||||||||
Issuance of shares under business combinations and investments | 230,031 | ||||||||||||||||||
Issuance of shares under business combinations and investments, Value | $ 4,619,237 | ||||||||||||||||||
Subordinate Voting Shares [Member] | GTI New Jersey, LLC [Member] | |||||||||||||||||||
Issuance of shares under business combinations and investments | 671,317 | ||||||||||||||||||
Issuance of shares under business combinations and investments, Value | $ 5,766,613 | ||||||||||||||||||
Subordinate Voting Shares [Member] | GTII Stock and Incentive Plan [Member] | |||||||||||||||||||
Percentage of maximum number of shares issued under the plan | 10.00% | ||||||||||||||||||
Subordinate Voting Shares [Member] | Conversion Of Multiple Voting Shares [member] | |||||||||||||||||||
Conversion of Stock, Shares Issued | 33,306,100 | ||||||||||||||||||
Shares Available For Conversion | 4,028,900 | ||||||||||||||||||
Subordinate Voting Shares [Member] | Conversion Of Super Voting Shares [member] | |||||||||||||||||||
Conversion of Stock, Shares Issued | 9,025,800 | ||||||||||||||||||
Super Voting Shares [Member] | |||||||||||||||||||
Conversion of Stock, Shares Issued | (90,258) | (22,224) | |||||||||||||||||
Common Stock, Shares, Outstanding | 312,031 | 402,289 | 424,513 | ||||||||||||||||
Super Voting Shares [Member] | Conversion Of Super Voting Shares [member] | |||||||||||||||||||
Conversion Of Stock, Shares Converted | 90,258 | ||||||||||||||||||
Voting Rights | 1,000 | ||||||||||||||||||
Shares Available For Conversion | 31,203,100 |
Share Capital - Summary Of Weig
Share Capital - Summary Of Weighted Average Grant Date Fair Value And Intrinsic Value Of Options Exercised (Detail) | 12 Months Ended | |||||
Dec. 31, 2020USD ($) | Dec. 31, 2020$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2019$ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2018$ / shares | |
Stockholders' Equity Note [Abstract] | ||||||
Weighted average grant date fair value (per share) of stock option units granted (CAD) | $ / shares | $ 6.58 | $ 8.06 | $ 10.85 | |||
Intrinsic value of stock option units exercised, using market price at exercise date (USD) | $ | $ 1,184,089 | $ 88,010 | $ 31,604 |
Share Capital - Summary Of We_2
Share Capital - Summary Of Weighted Average Grant Date Fair Value And Total Fair Value Of RSUs Vested (Detail) - Restricted Stock Units | 12 Months Ended | ||||
Dec. 31, 2020USD ($) | Dec. 31, 2020$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2019$ / shares | Dec. 31, 2018$ / shares | |
Weighted Average Grant Date Fair Value And Total Fair Value Of RSUs Vested [Line Items] | |||||
Weighted average grant date fair value (per share) of RSUs granted (CAD) | $ / shares | $ 13.90 | $ 11.70 | $ 10.28 | ||
Total fair value of RSUs vested, using market price at vest date (USD) | $ | $ 9,076,673 | $ 13,522,284 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expenses (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ 65,118,212 | $ 18,095,946 | $ 2,842,696 |
State | 16,640,086 | 4,665,000 | 279,899 |
Foreign | |||
Total Current | 81,758,298 | 22,760,946 | 3,122,595 |
Deferred: | |||
Federal | 3,520,293 | (12,535,000) | 3,330,000 |
State | (1,425,789) | (881,913) | 731,000 |
Foreign | |||
Total Deferred | 2,094,504 | (13,416,913) | 4,061,000 |
Total | $ 83,852,802 | $ 9,344,033 | $ 7,183,595 |
Income Taxes - Summary of Diffe
Income Taxes - Summary of Difference Between The Income Tax Expense (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income/(Loss) before Income Taxes | $ 102,930,722 | $ (50,202,837) | $ 29,751,374 |
Statutory Tax Rates | 21.00% | 21.00% | 21.00% |
Expense/(Recovery) based on Statutory Rates | $ 21,615,452 | $ (10,542,596) | $ 6,247,788 |
Pass-throughs and Non-controlling Interests | 49,203 | (1,062,111) | |
State Taxes | 14,836,807 | (1,536,694) | (279,899) |
Provision to Return Adjustment | 5,299,091 | (1,209,592) | 53,304 |
Adjustments for Stock Compensation | (211,132) | (1,952,083) | |
Non-deductible Expenses | 27,570,364 | 14,166,223 | 2,263,978 |
Change in State Rate Reconciliation | (2,535,415) | 513,338 | |
Change in Valuation Allowance | 7,705,790 | 7,604,098 | |
Change in Uncertain Tax Position | 9,918,112 | 2,113,263 | |
Other Differences | (346,267) | 138,873 | (39,465) |
Income Tax Expense | $ 83,852,802 | $ 9,344,033 | $ 7,183,595 |
Income Taxes - Summary of The C
Income Taxes - Summary of The Components of Deferred Tax Assets and Liabilities Were as Follows (Detail) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets | ||
Operating Lease Liabilities | $ 33,641,132 | $ 10,483,126 |
Net Operating Losses | 13,236,414 | 12,997,199 |
163(j) Interest Limitation | 5,481,144 | 0 |
Warrant Fair Value Derivative | 5,251,087 | 0 |
Stock-based Compensation | 7,096,512 | 4,592,242 |
Other | 3,453,748 | 519,437 |
Valuation Allowance | (17,033,118) | (7,604,098) |
Total Deferred Tax Assets | 51,126,919 | 20,987,906 |
Deferred Tax Liabilities | ||
Operating Right of Use Assets | (31,211,307) | (10,176,807) |
Fair Value Investments | (7,734,744) | (1,080,760) |
Intangibles | (37,398,110) | (43,896,437) |
Total Deferred Tax Liabilities | (76,344,161) | (55,154,005) |
Net Deferred Tax Liabilities | $ (25,217,242) | $ (34,166,099) |
Income Taxes - Summary of The R
Income Taxes - Summary of The Reconciliation of The Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning Balance | $ 2,113,263 | $ 0 |
Additions for current year | 7,536,097 | 1,720,865 |
Additions for prior year | 2,382,014 | 392,398 |
Subtractions for current year | (1,690,986) | |
Ending Balance | $ 10,340,388 | $ 2,113,263 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax paid | $ 72,574,675 | $ 18,510,094 | $ 2,879,010 |
Operating Loss Carryforwards, Expiration Date | 2031 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 554,000 | $ 554,000 | |
Federal Tax Authority [member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 57,000,000 | ||
State and Local Jurisdiction [member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 18,000,000 |
Other Income (Expense) - Schedu
Other Income (Expense) - Schedule of Other Nonoperating Income (Expense) (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair value adjustments on equity investments | $ 26,370,803 | $ (5,459,462) | $ 4,797,283 |
Fair value adjustments on convertible notes receivable | (1,771,420) | 13,586,000 | |
Fair value adjustment on put and call options | (132,523) | 2,869,342 | |
Fair value adjustments on warrants received | (23,001,771) | 4,159,687 | 37,765,718 |
Fair value adjustments on variable note receivable | (815,937) | (6,608,790) | (4,206,141) |
Fair value adjustment on convertible note payable in connection with RTO | 1,981,358 | ||
Fair value adjustments on warrants issued | (23,001,771) | 4,159,687 | |
Fair value adjustments on contingent consideration | 9,877,013 | (3,686,921) | |
Equity earnings in joint ventures | 2,319,963 | 450,000 | |
Other | 626,675 | 802,000 | (376,139) |
Total Other Income (Expense) | $ 15,376,746 | $ (10,318,936) | $ 56,417,421 |
Commitments and Contingencies -
Commitments and Contingencies - Additional of Information (Detail) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Construction Commitments [member] | |
Disclosure of Commitments and Contingencies [Line Items] | |
Contractual Obligation | $ 520,252 |
Pending Litigation [member] | |
Disclosure of Commitments and Contingencies [Line Items] | |
Loss Contingency, Number of Plaintiffs | 0 |
Threatened Litigation [member] | |
Disclosure of Commitments and Contingencies [Line Items] | |
Loss Contingency, Number of Plaintiffs | 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurements, Recurring and Nonrecurring (Detail) - USD ($) | Dec. 31, 2020 | Aug. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 16, 2018 | Apr. 30, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Notes Receivable | $ 0 | $ 815,937 | $ 7,424,727 | $ 11,630,867 | ||
Investments | 923,581 | |||||
Liability of Redemption of Noncontrolling Interest | $ (11,200,000) | |||||
Warrant Liability | $ (900,000) | |||||
Financial Instruments [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash and Cash Equivalents | 83,757,785 | 46,667,334 | ||||
Notes Receivable | 815,937 | |||||
Investments | 40,794,806 | 14,068,821 | ||||
Liability of Redemption of Noncontrolling Interest | (5,500,000) | |||||
Contingent Consideration Payable | (27,100,000) | (58,936,739) | ||||
Warrant Liability | (39,454,000) | (15,879,843) | ||||
FairValueNetAssetLiability | 57,998,591 | (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 | 83,757,785 | 46,667,334 | ||||
Investments | 923,581 | |||||
Contingent Consideration Payable | ||||||
Warrant Liability | ||||||
FairValueNetAssetLiability | 84,681,366 | 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 | ||||||
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 | 39,871,225 | 14,068,821 | ||||
Liability of Redemption of Noncontrolling Interest | (5,500,000) | |||||
Contingent Consideration Payable | (27,100,000) | (58,936,739) | ||||
Warrant Liability | (39,454,000) | (15,879,843) | ||||
FairValueNetAssetLiability | $ (26,682,775) | $ (65,431,824) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional of Information (Detail) | Dec. 31, 2020USD ($) |
Disclosure Text Block Supplement [Abstract] | |
Investments Fair Value | $ 923,581 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Variable Interest Entity [Line Items] | |||
Current assets | $ 183,944,005 | $ 109,062,611 | |
Current liabilities | 119,288,435 | 111,367,255 | |
Chesapeake Alternatives LLC [member] | |||
Variable Interest Entity [Line Items] | |||
Net income (loss) | 4,987,879 | 1,807,229 | $ 1,407,266 |
Chesapeake Alternatives LLC [member] | Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Current assets | 32,307,718 | 19,455,533 | |
Non-current assets | 3,367,360 | 22,384,663 | |
Current liabilities | 23,362,255 | 14,219,204 | |
Non-current liabilities | 768,573 | 1,169,989 | |
Noncontrolling interests | 350,206 | ||
Equity attributable to Green Thumb Industries Inc. | 11,544,250 | 6,645,263 | |
Revenues | 19,724,513 | 16,056,521 | 13,783,876 |
Net income (loss) attributable to noncontrolling interests | 411,162 | 699,624 | 1,407,266 |
Net income (loss) attributable to Green Thumb Industries Inc. | 4,576,717 | 1,807,229 | |
Illinois Disp LLC [member] | |||
Variable Interest Entity [Line Items] | |||
Net income (loss) | 6,069,224 | 1,399,249 | 121,201 |
Illinois Disp LLC [member] | Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Current assets | 3,738,868 | 1,381,716 | |
Non-current assets | 3,657,392 | 3,083,659 | |
Current liabilities | 336,970 | 149,498 | |
Non-current liabilities | 461,926 | 137,736 | |
Noncontrolling interests | 3,173,683 | 2,089,071 | |
Equity attributable to Green Thumb Industries Inc. | 3,173,683 | 2,089,070 | |
Revenues | 18,693,964 | 5,857,946 | 643,898 |
Net income (loss) attributable to noncontrolling interests | 3,034,612 | (112,245) | 60,601 |
Net income (loss) attributable to Green Thumb Industries Inc. | 3,034,612 | 699,625 | 60,600 |
Other Non material VIEs [member] | |||
Variable Interest Entity [Line Items] | |||
Net income (loss) | 1,214,120 | (191,647) | (684,317) |
Other Non material VIEs [member] | Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Current assets | 2,362,572 | 1,352,935 | |
Non-current assets | 2,281,839 | 2,534,297 | |
Current liabilities | 1,563,224 | 783,682 | |
Non-current liabilities | 783,356 | 855,440 | |
Noncontrolling interests | 267,289 | (22,488) | |
Equity attributable to Green Thumb Industries Inc. | 2,030,542 | 2,270,598 | |
Revenues | 10,011,729 | 3,516,164 | 4,555,543 |
Net income (loss) attributable to noncontrolling interests | 639,179 | (582,280) | |
Net income (loss) attributable to Green Thumb Industries Inc. | $ 574,941 | $ (79,402) | $ (102,037) |
Variable Interest Entities - _2
Variable Interest Entities - Schedule Of consolidated VIEs and Other Non controlling Interest (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Opening balance | $ 2,512,913 | $ 3,497,459 |
Contributions | 50,000 | 1,650,000 |
Distributions | (2,788,500) | (7,516,061) |
Net income (loss) | 4,084,953 | (430,463) |
Changes in ownership | (322,270) | 5,311,978 |
Ending balance | 3,537,096 | 2,512,913 |
Chesapeake Alternatives, LLC [Member] | ||
Opening balance | 350,206 | 1,486,062 |
Distributions | (439,098) | (1,135,856) |
Net income (loss) | 411,162 | |
Changes in ownership | (322,270) | |
Ending balance | 350,206 | |
Illinois Disp LLC [Member] | ||
Opening balance | 2,089,071 | 1,957,147 |
Distributions | (1,950,000) | (567,700) |
Net income (loss) | 3,034,612 | 699,624 |
Ending balance | 3,173,683 | 2,089,071 |
Other Nonmaterial VIEs [Member] | ||
Opening balance | (22,488) | 89,757 |
Contributions | 50,000 | |
Distributions | (399,402) | |
Net income (loss) | 639,179 | (112,245) |
Ending balance | 267,289 | (22,488) |
Other Non controlling Interest [Member] | ||
Opening balance | 96,124 | (35,507) |
Contributions | 1,650,000 | |
Distributions | (5,812,505) | |
Net income (loss) | (1,017,842) | |
Changes in ownership | 5,311,978 | |
Ending balance | $ 96,124 | $ 96,124 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Revenues (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 556,572,889 | $ 216,432,605 | $ 62,493,680 |
Depreciation and Amortization | 52,505,575 | 31,482,340 | 5,183,980 |
Income Taxes | 83,852,802 | 9,344,033 | 7,183,595 |
Operating Segments [Member] | Consumer Packaged Goods Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 273,977,174 | 109,930,160 | 25,706,134 |
Depreciation and Amortization | 28,207,195 | 17,792,040 | 2,666,603 |
Income Taxes | 33,964,636 | 3,727,292 | 2,245,450 |
Operating Segments [Member] | Retail Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 396,371,725 | 137,809,904 | 41,994,791 |
Depreciation and Amortization | 24,298,380 | 13,690,300 | 2,461,117 |
Income Taxes | 49,888,166 | 9,905,876 | 4,938,145 |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ (113,776,010) | (31,307,459) | (5,207,245) |
Depreciation and Amortization | $ 56,260 | ||
Income Taxes | $ (4,289,135) |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill | $ 382,697,467 | $ 382,697,467 | $ 375,084,991 | $ 39,204,360 |
Intangible Assets Net | 406,242,034 | 435,246,898 | ||
Consumer Packaged Goods Segment [Member] | ||||
Goodwill | 252,016,532 | 255,211,232 | 23,918,000 | |
Retail Segment [Member] | ||||
Goodwill | 130,680,935 | 119,873,759 | $ 15,286,360 | |
Operating Segments [Member] | Consumer Packaged Goods Segment [Member] | ||||
Goodwill | 252,016,532 | 255,211,232 | ||
Intangible Assets Net | 211,303,718 | 228,244,254 | ||
Operating Segments [Member] | Retail Segment [Member] | ||||
Goodwill | 130,680,935 | 119,873,759 | ||
Intangible Assets Net | $ 194,938,316 | $ 207,002,644 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Schedule of Selected Quarterly Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net Sales | $ 177,226,522 | $ 157,103,841 | $ 119,639,924 | $ 102,602,602 | $ 75,801,758 | $ 67,990,907 | $ 44,726,777 | $ 27,913,163 | $ 556,572,889 | $ 216,432,605 | |
(Loss) Income from operations | 47,292,283 | 37,211,186 | 14,050,703 | 7,552,657 | (6,111,030) | 1,376,718 | (9,326,730) | (13,629,660) | 106,106,829 | (27,690,702) | $ (26,340,158) |
Net Income (loss) attributable to Green Thumb Industries Inc. | $ 22,464,807 | $ 9,643,929 | $ (12,909,505) | $ (4,206,264) | $ (14,070,509) | $ (14,590,793) | $ (20,892,049) | $ (9,563,056) | $ 14,992,967 | $ (59,116,407) | $ (5,243,917) |
Net Income (loss) per share – basic | $ 0.11 | $ 0.04 | $ (0.06) | $ (0.02) | $ (0.07) | $ (0.07) | $ (0.11) | $ (0.06) | $ 0.07 | $ (0.31) | $ (0.04) |
Net Income (loss) per share – diluted | $ 0.11 | $ 0.04 | $ (0.06) | $ (0.02) | $ (0.07) | $ (0.07) | $ (0.11) | $ (0.06) | $ 0.07 | $ (0.31) | $ (0.04) |
Weighted average number of common shares outstanding - basic | 213,249,477 | 211,990,405 | 209,902,732 | 208,468,356 | 207,666,666 | 204,709,085 | 182,261,947 | 167,171,886 | 210,988,259 | 190,602,400 | 130,102,523 |
Weighted average number of common shares outstanding - diluted | 217,178,771 | 214,212,292 | 209,902,732 | 208,468,356 | 207,666,666 | 204,709,085 | 182,261,947 | 167,171,886 | 212,531,188 | 190,602,400 | 130,102,523 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Feb. 23, 2021 | Feb. 08, 2021 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||
Stock issued during period, value, issued for services | $ 59,788,076 | ||
Subsequent Event [Member] | Subordinate Voting Share [Member] | February Nine Two Thousand Twenty One [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during period, shares, new issues | 3,122,073 | ||
Shares issued, price per share | $ 32.03 | ||
Stock issued during period, value, issued for services | $ 100,000,030 | ||
Subsequent Event [Member] | Subordinate Voting Share [Member] | February Twenty Three Two Thousand Twenty One [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during period, shares, new issues | 1,571,917 | ||
Shares issued, price per share | $ 35.50 | ||
Stock issued during period, value, issued for services | $ 55,803,054 |