Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 01, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity File Number | 000-56132 | |
Entity Registrant Name | GREEN THUMB INDUSTRIES INC. | |
Entity Central Index Key | 0001795139 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 325 West Huron Street | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60654 | |
Entity Tax Identification Number | 98-1437430 | |
City Area Code | 312 | |
Local Phone Number | 471-6720 | |
Entity Incorporation, State or Country Code | A1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Subordinate Voting Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(g) Security | Subordinate Voting Shares | |
Entity Common Stock, Shares Outstanding | 190,949,708 | |
Super Voting Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(g) Security | Super Voting Shares | |
Entity Common Stock, Shares Outstanding | 29,503,100 | |
Multiple Voting Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(g) Security | Multiple Voting Shares | |
Entity Common Stock, Shares Outstanding | 3,965,400 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and Cash Equivalents | $ 359,188,735 | $ 83,757,785 |
Accounts Receivable | 24,705,148 | 21,414,987 |
Inventories | 81,726,227 | 69,542,953 |
Prepaid Expenses | 9,055,368 | 6,445,393 |
Other Current Assets | 6,944,070 | 2,782,887 |
Total Current Assets | 481,619,548 | 183,944,005 |
Property and Equipment, Net | 241,460,209 | 189,925,877 |
Right of Use Assets, Net | 158,652,337 | 140,382,781 |
Investments | 41,725,403 | 40,794,806 |
Investment in Associate | 31,508,586 | 12,669,963 |
Intangible Assets, Net | 411,538,100 | 406,242,034 |
Goodwill | 422,840,467 | 382,697,467 |
Deposits and Other Assets | 3,289,765 | 1,892,229 |
TOTAL ASSETS | 1,792,634,415 | 1,358,549,162 |
Current Liabilities: | ||
Accounts Payable | 14,976,618 | 20,503,572 |
Accrued Liabilities | 72,889,621 | 56,288,729 |
Current Portion of Notes Payable | 581,436 | 341,983 |
Current Portion of Lease Liabilities | 6,485,628 | 3,862,110 |
Contingent Consideration Payable | 9,900,000 | 22,150,000 |
Income Tax Payable | 528,161 | 16,142,041 |
Total Current Liabilities | 105,361,464 | 119,288,435 |
Long-Term Liabilities: | ||
Lease Liabilities, Net of Current Portion | 165,514,117 | 146,426,760 |
Notes Payable, Net of Current Portion and Debt Discount | 197,036,410 | 98,712,996 |
Contingent Consideration Payable | 4,950,000 | 4,950,000 |
Warrant Liability | 47,464,750 | 39,454,000 |
Deferred Income Taxes | 43,149,727 | 35,557,630 |
TOTAL LIABILITIES | 563,476,468 | 444,389,821 |
COMMITMENTS AND CONTINGENCIES | ||
SHARE HOLDERS' EQUITY | ||
Share Capital | 1,316,465,184 | 1,048,640,398 |
Contributed Surplus | 13,159,133 | 4,893,153 |
Deferred Share Issuances | (8,565,707) | (2,587,317) |
Accumulated Deficit | (113,077,966) | (145,498,623) |
Equity of Green Thumb Industries Inc. | 1,225,112,058 | 910,622,245 |
Noncontrolling interests | 4,045,889 | 3,537,096 |
TOTAL SHAREHOLDERS' EQUITY | 1,229,157,947 | 914,159,341 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 1,792,634,415 | 1,358,549,162 |
Subordinate Voting Shares [Member] | ||
SHARE HOLDERS' EQUITY | ||
Share Capital | 0 | 0 |
Multiple Voting Shares [Member] | ||
SHARE HOLDERS' EQUITY | ||
Share Capital | 0 | 0 |
Super Voting Shares [Member] | ||
SHARE HOLDERS' EQUITY | ||
Share Capital | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subordinate Voting Shares [Member] | ||
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 187,786,682 | 178,113,221 |
Common Stock, Shares, Outstanding | 187,786,682 | 178,113,221 |
Multiple Voting Shares [Member] | ||
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 39,654 | 40,289 |
Common Stock, Shares, Outstanding | 39,654 | 40,289 |
Super Voting Shares [Member] | ||
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 301,031 | 312,031 |
Common Stock, Shares, Outstanding | 301,031 | 312,031 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues, net of discounts | $ 221,871,812 | $ 119,639,924 | $ 416,302,396 | $ 222,242,526 |
Cost of Goods Sold, net | (98,960,988) | (55,946,010) | (182,526,072) | (105,561,198) |
Gross Profit | 122,910,824 | 63,693,914 | 233,776,324 | 116,681,328 |
Expenses: | ||||
Selling, General, and Administrative | 72,055,473 | 49,643,211 | 131,386,724 | 95,077,968 |
Total Expenses | 72,055,473 | 49,643,211 | 131,386,724 | 95,077,968 |
Income From Operations | 50,855,351 | 14,050,703 | 102,389,600 | 21,603,360 |
Other Income (Expense): | ||||
Other Income (Expense), net | 6,830,277 | (5,717,427) | 1,680,460 | 1,068,683 |
Interest Income, net | 295,690 | 16,410 | 345,580 | 104,525 |
Interest Expense, net | (4,679,795) | (4,734,908) | (8,802,971) | (9,776,350) |
Total Other Income (Expense) | 2,446,172 | (10,435,925) | (6,776,931) | (8,603,142) |
Income (Loss) Before Provision for Income Taxes And Non-Controlling Interest | 53,301,523 | 3,614,778 | 95,612,669 | 13,000,218 |
Provision For Income Taxes | 30,026,732 | 15,378,715 | 60,882,910 | 28,527,715 |
Net Income (Loss) Before Non-Controlling Interest | 23,274,791 | (11,763,937) | 34,729,759 | (15,527,497) |
Net Income Attributable to Non-Controlling Interest | 1,222,800 | 1,145,568 | 2,309,102 | 1,588,272 |
Net Income (Loss) Attributable To Green Thumb Industries Inc. | $ 22,051,991 | $ (12,909,505) | $ 32,420,657 | $ (17,115,769) |
Net Income (Loss) per share - basic | $ 0.10 | $ (0.06) | $ 0.15 | $ (0.08) |
Net Income (Loss) per share - diluted | $ 0.10 | $ (0.06) | $ 0.15 | $ (0.08) |
Weighted average number of shares outstanding - basic | 220,323,622 | 209,902,732 | 218,276,376 | 209,185,544 |
Weighted average number of shares outstanding - diluted | 224,843,155 | 209,902,732 | 222,927,120 | 209,185,544 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Total | Share Capital [Member] | Share Capital [Member]Note Payable [Member] | Contributed Surplus [Member] | Contributed Surplus [Member]Note Payable [Member] | Deferred Share Issuance [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2019 | $ 843,208,676 | $ 980,638,701 | $ 3,960,854 | $ 16,587,798 | $ (160,491,590) | $ 2,512,913 | ||
Noncontrolling interests adjustment for change in ownership | (5,700,000) | (5,700,000) | ||||||
Contributions from limited liability company unit holders | 50,000 | 50,000 | ||||||
Issuance of shares under business combinations and investments | $ (153,929) | $ 2,524,560 | (2,678,489) | |||||
Distribution of Contingent Consideration | 20,194,899 | 20,194,899 | ||||||
Distribution of deferred shares | $ (1,307,798) | (1,307,798) | ||||||
Issuance of warrants | $ 181,272 | 181,272 | ||||||
Exercise of options | 207,672 | 146,104 | 61,568 | |||||
Shares issued for settlement of business dispute | 0 | |||||||
Stock based compensation | 10,773,884 | 10,773,884 | ||||||
Distributions to third party and limited liability company unit holders | (1,836,658) | (53,377) | (1,783,281) | |||||
Net (loss) income | (15,527,497) | (17,115,769) | 1,588,272 | |||||
Ending balance at Jun. 30, 2020 | 851,398,319 | 1,004,812,062 | 6,545,712 | 15,280,000 | (177,607,359) | 2,367,904 | ||
Beginning balance at Mar. 31, 2020 | 852,805,517 | 990,290,509 | 8,302,730 | 16,587,798 | (164,697,854) | 2,322,334 | ||
Noncontrolling interests adjustment for change in ownership | (5,700,000) | (5,700,000) | ||||||
Issuance of shares under business combinations and investments | $ (159,991) | $ 1,840,009 | (2,000,000) | |||||
Distribution of Contingent Consideration | 11,227,642 | 11,227,642 | ||||||
Distribution of deferred shares | $ (1,307,798) | (1,307,798) | ||||||
Issuance of warrants | $ 181,272 | 181,272 | ||||||
Exercise of options | 207,672 | 146,104 | 61,568 | |||||
Stock based compensation | 5,700,142 | 5,700,142 | ||||||
Distributions to third party and limited liability company unit holders | (1,099,998) | (1,099,998) | ||||||
Net (loss) income | (11,763,937) | (12,909,505) | 1,145,568 | |||||
Ending balance at Jun. 30, 2020 | 851,398,319 | 1,004,812,062 | 6,545,712 | 15,280,000 | (177,607,359) | 2,367,904 | ||
Issuance of deferred shares | 2,587,317 | |||||||
Beginning balance at Dec. 31, 2020 | 914,159,341 | 1,048,640,398 | 4,893,153 | 2,587,317 | (145,498,623) | 3,537,096 | ||
Issuance of shares under business combinations and investments | 57,754,956 | 57,793,263 | (38,307) | |||||
Distribution of deferred shares | (9,732) | (1,825,597) | (1,835,329) | |||||
Shares issued as contingent consideration | 12,672,681 | 12,672,681 | ||||||
Issuance of deferred shares | 7,813,719 | 7,813,719 | ||||||
Issuance of registered shares pursuant to Form S-1 | 155,498,140 | 155,803,084 | (304,944) | |||||
Exercise of options, RSUs and warrants | 8,971,586 | 32,324,301 | (23,352,715) | |||||
Warrants and shares issued in association with notes payable | 22,529,268 | $ 270,660 | $ 22,258,608 | |||||
Shares issued for settlement of business dispute | 7,135,200 | 7,135,200 | 0 | |||||
Stock based compensation | 9,703,338 | 9,703,338 | ||||||
Distributions to limited liability company unit holders | (1,800,309) | (1,800,309) | ||||||
Net (loss) income | 34,729,759 | 32,420,657 | 2,309,102 | |||||
Ending balance at Jun. 30, 2021 | 1,229,157,947 | 1,316,465,184 | 13,159,133 | 8,565,707 | (113,077,966) | 4,045,889 | ||
Beginning balance at Mar. 31, 2021 | 1,102,769,893 | 1,236,987,614 | (2,788,150) | 751,988 | (135,129,957) | 2,948,398 | ||
Issuance of shares under business combinations and investments | 56,754,956 | 56,754,956 | ||||||
Issuance of deferred shares | 7,813,719 | 7,813,719 | ||||||
Exercise of options, RSUs and warrants | 3,332,746 | 15,316,754 | (11,984,008) | |||||
Warrants and shares issued in association with notes payable | 22,529,268 | $ 270,660 | $ 22,258,608 | |||||
Shares issued for settlement of business dispute | 7,135,200 | 7,135,200 | ||||||
Stock based compensation | 5,672,683 | 5,672,683 | ||||||
Distributions to limited liability company unit holders | (125,309) | (125,309) | ||||||
Net (loss) income | 23,274,791 | 22,051,991 | 1,222,800 | |||||
Ending balance at Jun. 30, 2021 | 1,229,157,947 | $ 1,316,465,184 | $ 13,159,133 | $ 8,565,707 | $ (113,077,966) | $ 4,045,889 | ||
Issuance of deferred shares | $ 8,565,707 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net income (loss) attributable to Green Thumb Industries Inc. | $ 32,420,657 | $ (17,115,769) |
Net income attributable to non-controlling interest | 2,309,102 | 1,588,272 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 30,066,413 | 26,945,085 |
Amortization of operating lease assets | 16,027,698 | 12,430,640 |
Loss on extinguishment of debt | 9,881,847 | 0 |
Loss on disposal of property and equipment | (64,340) | (4,155) |
Earnings from equity method investments | (1,646,373) | (550,000) |
Bad debt expense | 5,983 | 318,896 |
Deferred income taxes | 1,042,097 | (593,000) |
Stock based compensation | 9,703,338 | 10,773,886 |
(Increase) decrease in fair value of investments | (18,754,321) | 17,035 |
Interest on contingent consideration payable and acquisition liabilities | 0 | 769,217 |
Increase (decrease) in fair value of contingent consideration | 412,949 | 17,565 |
Increase (decrease) in fair value of warrants | (8,010,750) | 1,120,343 |
Shares issued for settlement of business dispute | 7,135,200 | 0 |
Decrease in fair value of note receivable | 0 | (815,937) |
Amortization of debt discount | 2,763,857 | 2,959,016 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,793,377 | 2,535,533 |
Inventories | 10,373,446 | 7,950,215 |
Prepaid expenses and other current assets | 6,303,131 | (2,858,221) |
Deposits and other assets | 1,397,536 | (977,444) |
Accounts payable | (6,074,449) | 3,174,865 |
Accrued liabilities | 3,995,523 | 5,820,802 |
Operating lease liabilities | 12,586,379 | 7,928,586 |
Income tax payable | (15,613,880) | 28,572,736 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 48,296,862 | 60,250,326 |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (44,157,853) | (34,033,957) |
Proceeds from disposal of assets | 60,000 | 11,799,025 |
Investments in securities | (18,135,615) | 0 |
Proceeds from sale of investments | 18,417,089 | 0 |
Purchase of businesses, net of cash acquired | 233,227 | 0 |
NET CASH USED IN INVESTING ACTIVITIES | (43,583,152) | (22,234,932) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Contributions from limited liability company unit holders | 0 | 50,000 |
Distributions to third parties and limited liability company unit holders | (1,800,309) | (1,836,658) |
Distributions from unconsolidated subsidiaries | (350,000) | 0 |
Net proceeds from issuance of registered shares pursuant to Form S-1 | 155,498,140 | 0 |
Proceeds from exercise of options and warrants | 8,971,586 | 207,672 |
Proceeds from issuance of notes payable | 175,500,047 | 0 |
Principal repayment of notes payable | (64,602,310) | (161,070) |
Prepayment penalty and other costs associated with refinancing | 3,199,914 | 0 |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 270,717,240 | (1,740,056) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 275,430,950 | 36,275,338 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD | 83,757,785 | 46,667,334 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD | 359,188,735 | 82,942,672 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid | 6,825,020 | 6,048,116 |
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Accrued capital expenditures | 13,808,012 | (3,564,688) |
Noncash increase in right of use asset | 10,781,445 | 37,863,550 |
Noncash increase in lease liability | $ (10,781,445) | $ (37,863,550) |
Warrant issuance associated with note payable | 22,529,268 | 753,658 |
Mortgages associated with dispensaries | $ 0 | $ 1,814,000 |
Liability for purchase of noncontrolling interest | 0 | 5,700,000 |
Liability associated with acquisition agreement | 0 | 2,000,000 |
Issuance of contingent consideration | 13,672,681 | 20,194,899 |
Deferred share issuances | (7,813,719) | 0 |
Deferred share distributions | (1,835,329) | (1,707,941) |
Issuance of shares under business combinations | 56,754,956 | 0 |
Inventory | 1,809,828 | 0 |
Accounts receivable | 502,767 | 0 |
Prepaid assets | 118,027 | 0 |
Property and equipment | 3,712,829 | 80,615 |
Right of use assets | 12,267,252 | 0 |
Identifiable intangible assets | 25,342,457 | (145,000) |
Goodwill | 40,143,000 | (2,003,275) |
Deposits and other assets | 350,000 | 603,988 |
Liabilities assumed | (1,093,460) | (1,302,604) |
Lease liabilities | (12,267,252) | 0 |
Equity interests issued | 64,568,675 | (503,389) |
Acquisition liability | 0 | 228,813 |
Deferred income taxes | 6,550,000 | (2,491,700) |
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed) | (233,227) | 0 |
RECONCILIATION OF CASH, AND CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and cash equivalents | 359,188,735 | 78,537,236 |
Restricted cash | 0 | 4,405,436 |
TOTAL CASH, AND CASH EQUIVALENTS AND RESTRICED CASH | $ 359,188,735 | $ 82,942,672 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Overview and Basis of Presentation | 1. Overview and Basis of Presentation (a) Description of Business Green Thumb Industries Inc. (“ Green Thumb ” or the “ Company ”) a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while being committed to community and sustainable profitable growth. Green Thumb owns, manufactures, and distributes a portfolio of cannabis consumer packaged goods brands including Beboe, Dogwalkers, Dr. Solomon’s, incredibles, Rythm and The Feel Collection, to third-party retail stores across the United States as well as to Green Thumb owned retail stores. The Company owns and operates retail cannabis stores that include a rapidly growing national chain named Rise Dispensaries, all of which sell our products and third-party products. As of June 30, 2021, Green Thumb has revenue in twelve markets (California, Colorado, Connecticut, Florida, Illinois, Maryland, Massachusetts, Nevada, New Jersey, New York, Ohio, and Pennsylvania), employs approximately 2,850 people and serves millions of patients and customers annually. In addition to the states listed above, the Company also conducts pre-licensing activities in other markets. In these markets, the Company has either applied for licenses, or plans on applying for licenses, but does not currently own any cultivation, production or retail licenses. The Company’s registered office is located at 250 Howe Street, 20 th Floor, Vancouver, British Columbia, V6C 3R8. The Company’s U.S. headquarters are at 325 W. Huron St., Suite 700, Chicago, IL 60654. (b) Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of Green Thumb Industries Inc. and have been prepared in accordance with accounting principles generally accepted in the United States (“ GAAP ”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities & Exchange Commission (" SEC "). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and, accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the 2020 Form 10-K. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2021 . (c) Significant Accounting Policies There have been no changes to the Company’s significant accounting policies as described in Note 2 of the Company’s 2020 annual report on Form 10-K. (d) Earnings (Loss) per Share Basic earnings (loss) per share is calculated using the treasury stock method, by dividing the net earnings (loss) attributable to shareholders by the weighted average number of common shares outstanding during each of the periods presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding common shares and consequently are not included in the loss per share calculation. Diluted earnings per share is calculated using the treasury stock method by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. The Company has three categories of potentially dilutive common share equivalents: restricted stock units, stock options and warrants. As of June 30, 2021, the Company had 5,819,363 options, 391,736 restricted stock units and 3,644,085 warrants outstanding. As of June 30, 2020 , the Company had 5,857,045 options, 906,173 restricted stock units and 2,526,735 warrants outstanding. 1. Overview and Basis of Presentation (Continued) In order to determine diluted earnings per share, it is assumed that any proceeds from the exercise of dilutive unvested restricted stock units, stock options, and warrants would be used to repurchase common shares at the average market price during the period. Under the treasury stock method, the diluted earnings per share calculation excludes any potential conversion of stock options and convertible debt that would increase earnings per share or decrease loss per share. For the three months ended June 30, 2021, the computation of diluted earnings per share included 3,191,752 options, 234,042 restricted stock units and 1,093,739 warrants. For the six months ended June 30, 2021, the computation of diluted earnings per share included 3,279,087 options, 224,774 restricted stock units and 1,146,883 warrants. No potentially dilutive common share equivalents were included in the computation of diluted loss per share for the three and six months ended June 30, 2020 because their impact was anti-dilutive. (e) Recently Adopted Accounting Standards (i) In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes (“ ASU 2019-12 ”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 on January 1, 2021. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (ii) In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ ASU 2020-01 ”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The Company adopted ASU 2020-01 on January 1, 2021. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (f) Recently Issued Accounting Standards (i) On August 5, 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We do not expect the adoption of this guidance will have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (g) Coronavirus Pandemic In March 2020, the World Health Organization categorized coronavirus disease 2019 (together with its variants, “ COVID-19 ”) as a pandemic. COVID-19 continues to spread throughout the U.S. and other countries across the world, and the duration and severity of its effects are currently unknown. The Company continues to implement and evaluate actions to strengthen its financial position and support the continuity of its business and operations. The Company’s unaudited interim condensed consolidated financial statements presented herein reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and reported amounts of revenue and expenses during the periods presented. Such estimates and assumptions affect, among other things, the Company’s goodwill; long-lived assets and intangible assets; operating lease right of use assets and operating lease liabilities; assessment of the annual effective tax rate; valuation of deferred income taxes; the allowance for doubtful accounts; assessment of the Company’s lease and non-lease contract expenses; and measurement of compensation cost for bonus and other compensation plans. While the Company’s revenue, gross profit and operating income were not impacted during the first six months of 2021, the uncertain nature of the spread of COVID-19 and the uncertainty of the impact of nationwide vaccine programs may impact the Company’s business operations for reasons including the potential quarantine of the Company’s employees or those of its supply chain partners, and the Company’s continued designation as an “essential” business in states where the Company does business that currently or in the future impose restrictions on its business operations. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 2. INVENTORIES The Company’s inventories include the following at June 30, 2021 and December 31, 2020: June 30, December 31, Raw Material $ 8,630,042 $ 6,372,659 Packaging and Miscellaneous 7,687,302 8,592,153 Work in Process 31,560,037 25,488,806 Finished Goods 34,951,236 30,821,392 Reserve for Obsolete Inventory ( 1,102,390 ) ( 1,732,057 ) Total Inventories $ 81,726,227 $ 69,542,953 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. PROPERTY AND EQUIPMENT At June 30, 2021 and December 31, 2020, property and equipment consisted of the following: June 30, 2021 December 31, 2020 Buildings and Improvements $ 53,231,046 $ 51,557,405 Equipment, Computers and Furniture 61,635,098 49,097,109 Leasehold Improvements 103,233,931 88,607,252 Capitalized Interest 3,774,589 2,988,681 Total Property and Equipment 221,874,664 192,250,447 Less: Accumulated Depreciation ( 33,298,775 ) ( 24,192,900 ) Property and Equipment, net 188,575,889 168,057,547 Land 5,510,945 2,879,376 Assets Under Construction 47,373,375 18,988,954 Property and equipment, net $ 241,460,209 $ 189,925,877 Assets under construction represent construction in progress related to both cultivation and dispensary facilities not yet completed or otherwise not ready for use. Depreciation expense for the three and six months ended June 30, 2021 totaled $ 5,253,672 and $ 10,020,023 , respectively of which $ 3,212,413 and $ 6,091,642 , respectively, is included in cost of goods sold. Depreciation expense for the three and six months ended June 30, 2020 totaled $ 5,402,980 and $ 9,189,985 , respectively of which $ 2,582,435 and $ 5,260,162 , respectively, is included in cost of goods sold. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 4. ACQUISITIONS The Company has determined that the below acquisitions are business combinations under Accounting Standards Codification (" ASC ") 805, Business Combinations. They are accounted for by applying the acquisition method, whereby the assets acquired and the liabilities assumed are recorded at their fair values with any excess of the aggregate consideration over the fair values of the identifiable net assets allocated to goodwill. Operating results have been included in these consolidated financial statements from the date of the acquisition. Supplemental pro forma financial information has not been presented as the impact was not material to the Company's consolidated financial statements. The goodwill recorded primarily includes the expected synergies resulting from combining the operations of the acquired entity with those of the Company. (a) 2021 Business Acquisitions (i) Acquisition of Liberty Compassion Inc. On June 1, 2021, the Company acquired 100 % of the ownership interests of Liberty Compassion Inc. (" Liberty "), a Massachusetts-based medical cannabis cultivator and retailer, for the purposes of expanding the Company's operational capacity in the Massachusetts market. The acquisition was an all stock transaction whereby consideration was satisfied through the issuance of 2,146,565 Subordinate Voting Shares (including 259,765 deferred shares) valued at approximately $ 64.6 million, based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb's Subordinate Voting Shares as traded on the CSE on the date of the transaction. The Company completed a preliminary allocation of the purchase price of the assets acquired and liabilities assumed. The preliminary valuation was based on management’s estimates and assumptions which are subject to change within the purchase price allocation period (generally one year from the acquisition date). The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the tangible and intangible assets acquired and the residual goodwill. Acquisition related costs associated with the transaction were not material. The following table summarizes the initial accounting estimates: Liberty Compassion, Inc. Cash $ 233,227 Inventory 1,809,828 Accounts receivable 502,767 Prepaid expenses 118,027 Property and equipment, net 3,712,829 Right-of-use asset, net 12,267,252 Deposits and other assets 350,000 Intangible assets, net: Licenses and permits 25,342,457 Liabilities assumed ( 1,093,460 ) Lease liabilities ( 12,267,252 ) Deferred income tax liabilities ( 6,550,000 ) Total identifiable net assets 24,425,675 Goodwill (non-tax deductible) 40,143,000 Net assets $ 64,568,675 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 5. INTANGIBLE ASSETS AND GOODWILL Intangible Assets Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is provided on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively. At June 30, 2021 and December 31, 2020, intangible assets consisted of the following: June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Licenses and Permits $ 366,784,694 $ 52,495,559 $ 314,289,135 $ 343,135,736 $ 41,993,595 $ 301,142,141 Trademarks 98,935,601 19,259,650 79,675,951 99,295,599 13,455,178 85,840,421 Customer Relationships 24,438,000 8,199,097 16,238,903 25,258,000 7,583,005 17,674,995 Non-Competition Agreements 2,565,000 1,230,889 1,334,111 2,585,480 1,001,003 1,584,477 Total Intangible Assets $ 492,723,295 $ 81,185,195 $ 411,538,100 $ 470,274,815 $ 64,032,781 $ 406,242,034 The Company recorded amortization expense for the three and six months ended June 30, 2021 of $ 9,819,320 and $ 20,046,391 , respectively. The Company recorded amortization expense for the three and six months ended June 30, 2020 of $ 8,836,933 and $ 17,755,100 , respectively. The following table outlines the estimated annual amortization expense related to intangible assets as of June 30, 2021: Year Ending December 31, Estimated Remainder of 2021 $ 19,473,991 2022 40,173,612 2023 40,170,835 2024 39,589,501 2025 39,491,835 Thereafter 232,638,326 $ 411,538,100 As of June 30, 2021, the weighted average amortization period remaining for intangible assets was 11.74 years. Goodwill At June 30, 2021 and December 31, 2020 the balances of goodwill, by segment, consisted of the following: December 31, 2020 Acquisition of Liberty Compassion Inc. June 30, 2021 Retail $ 130,680,935 $ 8,028,600 $ 138,709,535 Consumer Package Goods 252,016,532 32,114,400 284,130,932 Total Goodwill $ 382,697,467 $ 40,143,000 $ 422,840,467 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2021 | |
Investments [Abstract] | |
Investments | 6. INVESTMENTS As of June 30, 2021 and December 31, 2020 , the Company held various equity interests in privately held cannabis companies as well as investments in convertible notes which had a combined fair value of $ 41,725,403 and $ 40,794,806 as of each period end, respectively. The Company measures its investments that do not have readily determinable fair value, at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes. The following table summarizes the change in the Company’s investments during the six months ended June 30, 2021 and year ending December 31, 2020: June 30, 2021 December 31, 2020 Beginning $ 40,794,806 $ 14,068,821 Additions 18,135,615 525,000 Disposals ( 18,417,089 ) ( 169,818 ) Fair value adjustment 18,754,321 26,370,803 Transfers out ( 17,542,250 ) — Ending $ 41,725,403 $ 40,794,806 On January 15, 2021, the Company sold approximately half of its equity interest in a privately held entity for $ 18,112,500 in cash. Subsequently, the privately held entity became publicly traded and Green Thumb recorded fair value adjustments on the equity interest of $ 13,517,189 based on the trading price of the securities during each of the three and six months ended June 30, 2021. As of June 30, 2021 and December 31, 2020 , the fair value of the equity interest was $ 32,653,878 and $ 37,249,189 , respectively. Separately, during the second quarter, the Company made an additional investment in a privately held entity in the amount of $ 12,335,635 , recorded fair value adjustments of $ 4,110,378 and obtained representation on the entity's board of directors. Given Green Thumb's cumulative ownership interest and representation on the entity's board of directors, it was determined that the Company could exert significant influence over the entity. As of June 30, 2021, the Company reclassified its investment in the privately held entity to investment in associates on the unaudited interim condensed consolidated balance sheets and began accounting for the investment as an equity method investment. Unrealized gains and (losses) recognized on equity investments held during the three and six months ended June 30, 2021and 2020 were $ 18,351,672 and $ 18,733,067 and $ 198,572 and $( 17,035 ) , respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | 7. LEASES (a) Operating Leases The Company has operating leases for certain Rise, Essence and other retail dispensaries as well as many of the Company’s processing and cultivation facilities located throughout the US. Additionally, the Company has an operating lease for corporate office space in Illinois. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. All real estate leases are recorded on the balance sheet. Equipment and other non-real estate leases with an initial term of twelve months or less are not recorded on the balance sheet. Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component. The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract. For the three and six months ended June 30, 2021 the company recorded operating lease expense of $ 8,276,399 and $ 16,027,698 compared to operating lease expense of $ 8,173,125 and $ 12,430,640 for the three and six months ended June 30, 2020. Other information related to operating leases as of and for the six months ended June 30, 2021 and year ending December 31, 2020 were as follows: June 30, 2021 December 31, 2020 Weighted avgerage remaining lease term (years) 11.95 12.10 Weighted average discount rate 13.97 % 13.70 % Maturities of lease liabilities for operating leases as of June 30, 2021 were as follows: Maturities of Lease Liability Year Ending December 31, Third Party Related Party Total Remainder of 2021 $ 14,431,765 $ 658,811 $ 15,090,576 2022 29,923,298 749,125 30,672,423 2023 30,454,945 197,328 30,652,273 2024 29,722,890 305,087 30,027,977 2025 27,470,590 322,874 27,793,464 2026 and Thereafter 277,789,291 178,713 277,968,004 Total Lease Payments 409,792,779 2,411,937 412,204,716 Less: Interest ( 238,783,784 ) ( 1,421,187 ) ( 240,204,971 ) Present Value of Lease Liability $ 171,008,995 $ 990,750 $ 171,999,745 (b) Related Party Operating Leases The Company entered into related party transactions with respect to its leasing arrangements for certain facilities in Florida, Maryland, Massachusetts and Nevada. Wendy Berger, a director of the Company, is a principal of WBS Equities, LLC, which is the Manager of Mosaic Real Estate, LLC, and owns certain facilities leased by the Company. Additionally, Mosaic Real Estate, LLC is indirectly owned in part by Ms. Berger (through the Wendy Berger 1998 Revocable Trust), Benjamin Kovler, the Chief Executive Officer and a director of the Company (through KP Capital, LLC), and Anthony Georgiadis, the Chief Financial Officer and a director of the Company (through Three One Four Holdings, LLC). The terms of these leases range from 7 years to 15 years . For the three and six months ended June 30, 2021, the Company recorded lease expense of $ 300,229 and $ 595,432 , respectively, associated with these leasing arrangements. For the three and six months ended June 30, 2020, the Company recorded lease expense of $ 386,787 and $ 734,323 , respectively associated with these leases. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 8. NOTES PAYABLE At June 30, 2021 and December 31, 2020, notes payable consisted of the following: June 30, 2021 December 31, 2020 Charitable Contributions 1 $ 1,331,053 $ 717,430 Private placement debt dated May 22, 2019 2 — 94,955,094 Private placement debt dated April 30, 2021 3 192,975,932 — Mortgage notes 4 3,310,861 3,382,455 Total notes payable 197,617,846 99,054,979 Less: current portion of notes payable ( 581,436 ) ( 341,983 ) Notes payable, net of current portion $ 197,036,410 $ 98,712,996 ____________________ 1 In connection with acquisitions completed in 2017 and 2019, the Company is required to make quarterly charitable contributions of $ 50,000 through October 2024 and $ 200,000 per year through May 2024 , respectively. The net present value of these required payments has been recorded as a liability with interest rates ranging between 2.17 % - 7.00 % 2 On May 22, 2019, the Company issued private placement debt in an original amount of $ 105,466,429 with an interest rate of 12.00 % , maturing on May 22 2023 . The debt was issued at a discount, the carrying value of which was $ 9,045,187 and $ 10,511,335 as of April 30, 2021, just prior to repayment, and December 31, 2020, respectively. 3 The April 30, 2021 private placement debt was issued in an original amount of $ 216,734,258 with an interest rate of 7.00 % , maturing on April 30, 2024 . The debt was issued at a discount, the carrying value of which was $ 23,758,326 as of June 30, 2021. 4 Mortgage notes, in the original amount of $ 3,607,000 were issued by the Company in connection with various Retail dispensaries. These mortgage notes mature between August 20, 2025 and June 5, 2035 and were issued at a discount, the carrying value of which was $ 168,181 and $ 174,223 , and are presented net of principal payments of $ 127,958 and $ 50,322 as of June 30, 2021 and December 31, 2020, respectively. (a) April 30, 2021 Private Placement Financing On April 30, 2021, the Company closed a $ 216,734,258 Senior Secured non-brokered private placement financing through the issuance of senior secured notes (the “ Notes ”). The Company used the proceeds to retire the Company’s existing $ 105,466,429 , senior secured notes due May 22 2023 and the remaining proceeds for general working capital purposes as well as various growth initiatives. The Notes have a maturity date of April 30, 2024 and bear interest from the date of issue of 7.00% per annum, payable quarterly, with an option, at the discretion of the Company, to extend for an additional 12 months. The financing permits the Company to borrow an additional $ 33,265,742 over the next twelve months. The purchasers of the Notes also received 1,459,044 warrants (the “ Warrants ”) which allow the holder to purchase one Subordinate Voting Share at an exercise price of $ 32.68 per share, for a period of 60 months from the date of issue. The refinancing of the Notes involved multiple lenders who were considered members of a loan syndicate. In determining whether the refinancing of the Notes should be accounted for as a debt extinguishment or a debt modification, the Company considered whether, prior to and following the refinancing, creditors remained the same or changed, and whether the changes in debt terms were substantial. A change in the terms of the Notes was considered to be substantial if the present value of the remaining cash flows under the April 30, 2021 Notes were at least 10 % different from the present value of the remaining cash flows under the May 22, 2019 Notes (commonly referred to as the “ 10% Test ”). The Company performed a separate 10% Test for each individual lender participating in the loan syndication. Of the 30 lenders who participated in the original financing of the May 22, 2019 Notes, 18 were accounted for as a debt extinguishment, while 12 were treated as a modification. Additionally, 9 new lenders joined the loan syndicate. (b) Related Parties The Notes are held by related parties as well as unrelated third-party lenders at a percentage of approximately 1 % and 99 %, respectively. The related parties consist of Benjamin Kovler, the Chief Executive Officer and a director of the Company (held through KP Capital, LLC and Outsiders Capital, LLC); Andrew Grossman, the Executive Vice President of Capital Markets of the Company (held through AG Funding Group, LLC); Anthony Georgiadis, the Chief Financial Officer and a director of the Corporation (held through Three One Four Holdings, LLC); and Anthony Georgiadis and William Gruver, a director of the Corporation (held through ABG, LLC). |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 9. WARRANTS As part of the Company’s private placement financing as well as other financing arrangements, the Company issued warrants to related parties, as well as unrelated third parties, which allow the holders to purchase Subordinate Voting Shares at an exercise price determined at the time of issuance. The following table summarizes the number warrants outstanding as of June 30, 2021 and December 31, 2020: Liability Classified Equity Classified Number of Shares Weighted Average Exercise Price (C$) Weighted Average Remaining Contractual Life Number of Shares Weighted Average Exercise Price (USD) Weighted Average Balance as at December 31, 2020 2,485,794 C$ 18.45 3.40 35,000 $ 9.10 3.93 Warrants Issued — — — 1,459,044 32.68 4.84 Warrants Exercised ( 226,271 ) 18.01 3.01 — — — Warrants Expired ( 109,482 ) 22.90 1.28 — — — Balance as at June 30, 2021 2,150,041 C$ 18.27 2.92 1,494,044 $ 32.13 4.81 (a) Liability Classified Warrants Outstanding The following table summarizes the fair value of the liability classified warrants at June 30, 2021 and December 31, 2020: Fair Value Warrant Liability Strike Price Warrants Outstanding June 30, 2021 December 31, 2020 Change Bridge Financing Warrants C$ 22.90 109,482 $ 1,789,250 $ 2,544,500 $ ( 755,250 ) Private Placement Financing Warrants C$ 19.39 1,641,301 35,613,000 28,756,500 6,856,500 Modification Warrants C$ 12.04 323,910 8,198,500 6,630,000 1,568,500 Additional Modification Warrants C$ 14.03 75,348 1,864,000 1,523,000 341,000 Totals 2,150,041 $ 47,464,750 $ 39,454,000 $ 8,010,750 During the three and six months ended June 30, 2021 and 2020, the Company recorded a loss of $ 2,160,079 and $ 8,010,750 , and a loss of $ 6,262,500 and a gain of $ 1,120,343 , respectively, on the change in the fair value of the warrant liability within other income (expense) on the unaudited interim condensed consolidated statements of operations. The following table summarizes the significant assumptions used in determining the fair value of the warrant liability as of each reporting date (see Note 14 - Fair Value Measurements for additional details): June 30, December 31, Significant Assumptions 2021 2020 Volatility 62.80 % - 77.17 % 72.19 % - 79.10 % Remaining Term 1.28 - 3.89 years 1.78 - 4.39 years Risk Free Rate 0.44 % - 0.79 % 0.20 % - 0.28 % 9. WARRANTS (Continued) (b) Equity Classified Warrants Outstanding The following table summarizes the fair value of the equity classified warrants at June 30, 2021 and December 31, 2020: Fair Value Warrants June 30, December 31, Warrants Included in Contributed Surplus Strike Price Outstanding 2021 2020 Dispensary Mortgage Warrants $ 9.10 35,000 $ 181,272 $ 181,272 Private Placement Refinancing Warrants $ 32.68 1,459,044 22,258,608 — Totals 1,494,044 $ 22,439,880 $ 181,272 The equity warrants were valued as of the date of issuance using a Black Scholes Option Pricing model. The following table summarizes the significant assumptions used in determining the fair value of the warrants as of each respective issuance date: Significant Assumptions Private Placement Refinancing Warrants Dispensary Mortgage Warrants Date of Issuance April 30, 2021 June 5, 2020 Volatility 73 % 80 % Estimated Term 4 years 5 years Risk Free Rate 0.74 % 0.37 % |
Share Capital
Share Capital | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Share Capital | 10. SHARE CAPITAL Common shares, which include the Company’s Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares, are classified as equity. Incremental costs directly attributable to the issuance of 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 The Company has the following classes of share capital, with each class having no par value: (i) Subordinate Voting Shares The holders of the Subordinate Voting Shares are entitled to receive dividends which may be declared from time to time and are entitled to one vote per share at meetings of the Company’s shareholders. All Subordinate Voting Shares are ranked equally with regard to the Company’s residual assets. The Company is authorized to issue an unlimited number of no par value Subordinate Voting Shares. During the six months ended June 30, 2021 , the shareholders of the Company converted 635 Multiple Voting Shares into 63,500 Subordinate Voting Shares and 11,000 Super Voting Shares into 1,100,000 Subordinate Voting Shares. (ii) Multiple Voting Shares Each Multiple Voting Share is entitled to 100 votes per share at shareholder meetings of the Company and is exchangeable for 100 Subordinate Voting Shares. At June 30, 2021 , the Company had 39,654 issued and outstanding Multiple Voting Shares, which convert into 3,965,400 Subordinate Voting Shares. The Company is authorized to issue an unlimited number of Multiple Voting Shares. During the six months ended June 30, 2021 , the shareholders of the Company converted 635 Multiple Voting Shares into 63,500 Subordinate Voting Shares. (iii) Super Voting Shares Each Super Voting Share is entitled to 1,000 votes per share at shareholder meetings of the Company and is exchangeable for 100 Subordinate Voting Shares or one Multiple Voting Share. At June 30, 2021 , the Company had 301,031 issued and outstanding Super Voting Shares which convert into 30,103,100 Subordinate Voting Shares. The Company is authorized to issue an unlimited number of Super Voting Shares. During the six months ended June 30, 2021 , the shareholders of the Company converted 11,000 Super Voting Shares into 1,100,000 Subordinate Voting Shares. (b) Issued and Outstanding A reconciliation of the beginning and ending amounts of the issued and outstanding shares by class is as follows: Issued and Outstanding Subordinate Multiple Super As at December 31, 2020 178,113,221 40,289 312,031 Issuance of common shares pursuant to S-1 4,693,991 — — Issuance of shares under business combinations and 1,917,214 — — Distribution of contingent consideration 412,744 — — Distribution of deferred shares 146,315 — — Issuance of shares upon exercise of options and 783,415 — — Issuances of shares upon vesting of RSUs 307,768 — — Shares issued in association with notes payable 8,514 — — Shares issued for settlement of business dispute 240,000 — — Exchange of shares 1,163,500 ( 635 ) ( 11,000 ) As at June 30, 2021 187,786,682 39,654 301,031 10. SHARE CAPITAL (b) Issued and Outstanding (Continued) (i) Issuance of Shares Under Business Combinations and Investments GTI New Jersey, LLC In connection with the Company’s April 23, 2019 acquisition of the non-controlling interest in GTI New Jersey, LLC, the Company agreed to award the previous minority shareholders of the entity up to $3,000,000 in Subordinate Voting Shares. On May 7, 2020, the Company received approval from the New Jersey Department of Health to begin buildout of an additional retail dispensary. As of that date, the Company recorded a current obligation of $ 2,000,000 representing the maximum value of the shares to be issuable to the former minority shareholders of GTI New Jersey, LLC. On March 15, 2021, one of the retail dispensaries, located in Paramus, New Jersey, was successfully opened. As a result, the Company issued 30,414 Subordinate Voting Shares to the former minority shareholders of GTI New Jersey, LLC. The shares had a fair value of $ 1,038,307 on the date of issuance. As of June 30, 2021, and December 31, 2020 , the Company carried an obligation of $ 1,000,000 and $ 2,000,000 , respectively, associated with the retail dispensary agreement with the former minority shareholders of GTI New Jersey, LLC. (ii) Distribution of Contingent Consideration Integral Associates, LLC In connection with the Company’s 2019 acquisition of Integral Associates, LLC, the purchase agreement included contingent consideration which was dependent upon the awarding of conditional and final dispensary operating licenses. On March 22, 2021, the Company issued 412,744 Subordinate Voting Shares to the former owners of Integral Associates, LLC in connection with the awarding of a final retail dispensary license located in Pasadena, California. The shares had a fair value of $ 12,672,681 at the date of issuance and resulted in a loss of $ 8,172,681 which was recorded in other income (expense) in the unaudited interim condensed consolidated statement of operations. In addition, the Company determined that there is a remote likelihood that the Company will obtain retail dispensary operating licenses in either West Hollywood or Culver City, California, under commercially reasonable terms. Consequently, the Company remeasured the contingent liability associated with these milestones which resulted in a reduction to the contingent liability of $ 7,750,000 with a corresponding reduction to other income (expense) in the unaudited interim condensed consolidated statement of operations. As of June 30, 2021 and December 31, 2020 , the estimated fair value of the contingent consideration associated with the acquisition of Integral Associates, LLC, which was valued using a probability weighting of the potential payouts, was $ 14,850,000 and $ 27,100,000 , respectively of which $ 4,950,000 , in each period, was recorded as a non-current liability. (iii) Distribution of Deferred Shares For Success Holding Company As part of the consideration exchanged in the Company’s 2019 acquisition of For Success Holding Company, deferred shares were held back for a period of twenty-four months from the close of the transaction. On February 22, 2021, the Company issued 146,315 Subordinate Voting Shares with a value of $ 1,825,597 in connection with the Company’s 2019 acquisition of For Success Holding Company. The issuance of the deferred shares represented the final payout to the former owners of For Success Holding Company and resulted in the cancelation of 780 shares valued at $ 9,732 representing certain reimbursable costs incurred by the Company. 10. SHARE CAPITAL (Continued) (b) Issued and Outstanding (Continued) (iv) Issuance of Registered Shares Pursuant to S-1 On February 8, 2021, the SEC declared effective the Company’s Registration Statement No. 333-248213 on Form S-1 filed on February 2, 2021. Shortly thereafter, the Company received an offer from a single institutional investor to purchase 3,122,074 of the Subordinate Voting Shares registered on the Form S-1 at a price of $ 32.03 per share for a total of $ 100,000,030 . The transaction closed on February 9, 2021. On February 23, 2021, the Company accepted additional offers to purchase a total of 1,571,917 Subordinate Voting Shares at a price of $ 35.50 per share, for a total of $ 55,803,054 . The Company intends to use the net proceeds from the sale of securities for general corporate purposes, which may include capital expenditures, working capital and general and administrative expenses. The Company may also use a portion of the net proceeds to acquire or invest in business and products that are complimentary to the Company’s own business and products. Additionally, the Company incurred legal, audit and other professional fees of $ 304,944 associated the issuance of the registered shares. Such fees have been recorded within contributed surplus (deficit) within the Company’s unaudited interim condensed consolidated statement of shareholders’ equity. (c) Stock-Based Compensation The Company operates equity settled stock-based remuneration plans for its eligible directors, officers, employees and consultants. All goods and services received in exchange for the grant of any stock-based payments are measured at their fair value unless the fair value cannot be estimated reliably. If the Company cannot estimate reliably the fair value of the goods and services received, the Company measures their value indirectly by reference to the fair value of the equity instruments granted. For transactions with employees and others providing similar services, the Company measures the fair value of the services by reference to the fair value of the equity instruments granted. Equity settled stock-based payments under stock-based payment plans are ultimately recognized as an expense in profit or loss with a corresponding credit to equity. In June 2018, the Company established the Green Thumb Industries Inc. 2018 Stock and Incentive Plan, which was amended by Amendment No. 1 thereto (as amended, the “ Plan ”). The maximum number of Restricted Stock Units (“ RSUs ”) and options issued under the Plan shall not exceed 10 % of the issued and outstanding shares on an as-converted basis. The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period of the award. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from the previous estimate. Any cumulative adjustment prior to vesting is recognized in the current period with no adjustment to prior periods for expense previously recognized. Option and RSU grants generally vest over three years, and options typically have a life of five or ten years. Option grants are determined by the Compensation Committee of the Company’s Board of Directors with the option price set at no less than 100% of the fair market value of a share on the date of grant. Stock option activity is summarized as follows: Number of Shares Weighted Average Exercise Price C$ Weighted Avereage Remaining Contractual Life Aggregate Intrinsic Value Balance as at December 31, 2020 5,664,406 11.91 4.39 $ 85,408,034 Granted 1,095,544 37.32 4.66 Exercised ( 557,144 ) 13.13 10,968,914 Forfeited ( 383,443 ) 12.59 Balance as at June 30, 2021 5,819,363 16.53 4.05 $ 114,062,498 Vested 2,635,677 12.72 Exercisable at June 30, 2021 1,852,007 12.42 4.01 $ 42,582,624 10. SHARE CAPITAL (Continued) (c) Stock-Based Compensation (Continued) The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on June 30, 2021 and December 31, 2020, respectively, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on June 30, 2021 and December 31, 2020. This amount will change in future periods based on the fair market value of the Company’s Subordinate Voting Shares and the number of options outstanding. The following table summarizes the weighted average grant date fair value and intrinsic value of options exercised for the six months ended June 30, 2021 and 2020: Six Months Ended June 30, 2021 2020 Weighted average grant date fair value (per share) of stock option units granted (C$) C$ 14.80 C$ 4.41 Intrinsic value of stock option units exercised, using market price at vest date (US$) $ 10,968,914 $ 24,293 The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted during the six months ended June 30, 2021 and the year ended December 31, 2020, using the following ranges of assumptions: June 30, December 31, 2021 2020 Risk-free interest rate 0.33 % - 0.74 % 0.31 % - 1.37 % Expected dividend yield 0 % 0 % Expected volatility 73 % 80 % Expected option life 3 - 3.5 years 3 - 5 years As permitted under ASC 718, the Company has made an accounting policy choice to account for forfeitures when they occur. The following table summarizes the number of non-vested RSU awards as of June 30, 2021 and December 31, 2020 and the changes during the six months ended June 30, 2021: Number of Shares Weighted Average Grant Date Fair Value (C$) Nonvested Shares at December 31, 2020 689,340 16.77 Granted 89,666 38.37 Forfeited ( 79,502 ) 14.99 Vested ( 307,768 ) 21.39 Nonvested Shares at June 30, 2021 391,736 18.55 The following table summarizes the weighted average grant date fair value and total fair value of RSUs vested for the six months ended June 30, 2021 and 2020: Six Months Ended June 30, 2021 2020 Weighted average grant date fair value (per share) C$ 38.37 C$ 10.87 Intrinsic value of RSUs vested, using market $ 9,254,928 $ 650,463 10. SHARE CAPITAL (Continued) (c) Stock-Based Compensation (Continued) The stock-based compensation expense for the three and six months ended June 30, 2021 and 2020 was as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Stock options expense $ 3,709,080 $ 2,904,127 $ 6,337,938 $ 5,595,284 Restricted Stock Units 1,963,603 2,796,017 3,365,400 5,178,602 Total Stock Based Compensation Expense $ 5,672,683 $ 5,700,144 $ 9,703,338 $ 10,773,886 As of June 30, 2021, $ 28,327,907 of total unrecognized expense related to stock-based compensation awards is expected to be recognized over a weighted-average period of 2.05 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES The following table summarizes the Company’s income tax expense and effective tax rates for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Income before Income Taxes $ 53,301,523 $ 3,614,778 $ 95,612,669 $ 13,000,218 Income Tax Expense 30,026,732 15,378,715 60,882,910 28,527,715 Effective Tax Rate 56.3 % 425.4 % 63.7 % 219.4 % The Company has computed its provision for income taxes under the discrete method which treats the year-to-date period as if it were the annual period and determines the income tax expense or benefit on that basis. The discrete method is applied when application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. We believe that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to the high degree of uncertainty in estimating annual pre-tax income due to the early growth stage of the business. Due to its cannabis operations, the Company is subject to the limitations of Internal Revenue Code (“ IRC ”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. The effective tax rate for the three and six months ended June 30, 2021 varies widely from the three and six months ended June 30, 2020, primarily due to the reduction in non deductible expenses as a proportion of total expenses in the current year. The Company incurs expenses that are not deductible due to IRC Section 280E limitations which results in significant income tax expense. The Company is subject to income taxes in the United States and Canada. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the provision for income taxes. The Company’s gross unrecognized tax benefits were approximately $ 16.8 million and $ 10.3 million as of June 30, 2021 and December 31, 2020, respectively, recorded within Deferred Income Taxes. The federal statute of limitation remains open for the 2017 tax year to the present. The state income tax returns generally remain open for the 2016 tax year through the present. Net operating losses arising prior to these years are also open to examination if and when utilized. Taxes paid during the six months ended June 30, 2021 and 2020 were $75,454,693 and $541,264, respectively. 12. OTHER INCOME (EXPENSE) For the three and six months ended June 30, 2021 and 2020 other income (expense) was comprised of the following: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Fair value adjustments on equity investments $ 18,287,762 $ 198,572 $ 18,679,321 $ ( 17,035 ) Loss on extinguishment of debt ( 9,881,847 ) — ( 9,881,847 ) — Fair value adjustments on variable note receivable — ( 5,600 ) — ( 815,937 ) Fair value adjustments on warrants issued ( 2,160,079 ) ( 6,262,500 ) ( 8,010,750 ) 1,120,343 Fair value adjustments on contingent consideration — ( 188,555 ) ( 412,949 ) ( 17,565 ) Earnings from equity method investments 1,023,280 300,000 1,646,373 550,000 Other ( 438,839 ) 240,656 ( 339,688 ) 248,877 Total Other Income (expense) $ 6,830,277 $ ( 5,717,427 ) $ 1,680,460 $ 1,068,683 13. COMMITMENTS AND CONTINGENCIES The Company is subject to lawsuits, investigations and other claims related to employment, commercial and other matters that arise out of operations in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized in other liabilities. Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify contingent liabilities for contracts. Contingent consideration is measured upon acquisition and is estimated using probability weighting of potential payouts. Subsequent changes in the estimated contingent consideration from the final purchase price allocation are recognized in the Company’s unaudited interim condensed consolidated statement of operations. (a) Contingencies The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, sanctions, restrictions on its operations, or losses of permits that could result in the Company ceasing operations in that specific state or local jurisdiction. While management believes that the Company is in compliance with applicable local and state regulations at June 30, 2021 and December 31, 2020, cannabis and other regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties, or restrictions in the future. (b) Claims and Litigation From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. At June 30, 2021 and December 31, 2020 , there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest. (c) Construction Commitments As of June 30, 2021 , the Company held approximately $ 48,510,000 of open construction commitments to contractors on work being performed. 14. FAIR VALUE MEASUREMENTS The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and Level 3 – Inputs for the asset or liability that are not based on observable market data. Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, accounts payable and accrued liabilities, notes payable, warrant liability, and contingent consideration payable. For the Company's long-term notes payable (which consist of charitable contributions, private placement debt and mortgage notes), for which there were no quoted market prices or active trading markets, it was not practicable to estimate the fair value of these financial instruments. The carrying amount of notes payable at June 30, 2021 and December 31, 2020 was $197,617,846 and $ 99,054,979 , which includes $ 581,436 and $ 341,983 , respectively, of short-term debt due within one year. Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The fair values of the Company’s financial instruments associated with each of the three levels of the hierarchy are: As of June 30, 2021 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 359,188,735 $ — $ — $ 359,188,735 Investments 33,667,924 — 8,057,479 41,725,403 Contingent Consideration Payable — — ( 14,850,000 ) ( 14,850,000 ) Warrant Liability — — ( 47,464,750 ) ( 47,464,750 ) $ 392,856,659 $ — $ ( 54,257,271 ) $ 338,599,388 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 As of December 31, 2020, the Company held an investment in a privately held entity that became a publicly traded company during the three months ended June 30, 2021. As a result, the Company received shares of the publicly traded entity in exchange for the shares in the privately held entity. The transaction resulted in a transfer of the investment from Level 3 to Level 1. As of June 30, 2021 and December 31, 2020 the fair value of the investment was $ 32,653,878 and $ 37,249,189 , respectively. There were no transfers between fair value levels during the six months ended June 30, 2020. 15. VARIABLE INTEREST ENTITIES The following table presents the summarized financial information about the Company’s consolidated variable interest entities (“ VIEs ”) which are included in the unaudited interim condensed consolidated balance sheet as of June 30, 2021 and the consolidated balance sheet as of December 31, 2020. All of these entities were determined to be VIEs as the Company possesses the power to direct activities through management services agreements (“ MSAs ”): June 30, 2021 December 31, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Current assets $ — $ 5,048,014 $ 2,456,440 $ 32,307,718 $ 3,738,868 $ 2,362,572 Non-current assets — 3,465,136 2,140,394 3,367,360 3,657,392 2,281,839 Current liabilities — 1,194,653 425,822 23,362,255 336,970 1,563,224 Non-current liabilities — 438,213 741,753 768,573 461,926 783,356 Noncontrolling interests — 3,440,142 509,624 — 3,173,683 267,289 Equity attributable to Green Thumb Industries Inc. — 3,440,142 2,919,635 11,544,250 3,173,683 2,030,542 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. The Following tables presents the summarized financial information about the Company’s VIEs which are included in the unaudited interim condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, 2021 June 30, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Revenues $ — $ 6,216,536 $ 3,822,263 $ 4,799,732 $ 5,164,316 $ 2,370,069 Net income attributable to noncontrolling interests — 858,411 364,389 139,386 909,302 96,880 Net income attributable to Green Thumb Industries Inc. — 858,411 473,408 1,639,408 909,301 306,999 Net income $ — $ 1,716,822 $ 837,797 $ 1,778,794 $ 1,818,603 $ 403,879 Six Months Ended June 30, 2021 June 30, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Revenues $ — $ 11,943,810 $ 7,133,546 $ 9,108,361 $ 7,945,931 $ 4,082,719 Net income attributable to noncontrolling interests — 1,641,459 667,643 180,795 1,273,418 134,059 Net income attributable to Green Thumb Industries Inc. — 1,641,458 889,096 2,778,471 1,273,418 366,372 Net income $ — $ 3,282,917 $ 1,556,739 $ 2,959,266 $ 2,546,836 $ 500,431 As of June 30, 2021 and 2020, and December 31, 2020 , VIEs included in the Other Non-material VIEs are Bluepoint Wellness of Westport LLC and Meshow, LLC. 16. SEGMENT REPORTING The Company operates in two segments: the cultivation, production and sale of cannabis products to retail stores (“ Consumer Packaged Goods ”) and retailing of cannabis to patients and consumers (“ Retail ”). The Company does not allocate operating expenses to these business units, nor does it allocate specific assets. Additionally, the Chief Operating Decision Maker does not review total assets or net income (loss) by segments; therefore, such information is not presented below. The below table presents revenues by type for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenues, Net of Discounts Consumer Packaged Goods $ 117,863,490 $ 56,331,517 $ 221,940,928 $ 102,653,545 Retail 150,115,879 87,541,572 280,224,597 163,503,022 Intersegment Eliminations ( 46,107,557 ) ( 24,233,165 ) ( 85,863,129 ) ( 43,914,041 ) Total Revenues, net of discounts $ 221,871,812 $ 119,639,924 $ 416,302,396 $ 222,242,526 Depreciation and Amortization Consumer Packaged Goods $ 8,412,964 $ 7,571,575 $ 16,413,911 $ 15,165,941 Retail 6,660,028 6,668,338 13,652,502 11,779,144 Intersegment Eliminations — — — — Total Depreciation and Amortization $ 15,072,992 $ 14,239,913 $ 30,066,413 $ 26,945,085 Income Taxes Consumer Packaged Goods $ 13,206,447 $ 6,398,000 $ 30,493,541 $ 10,625,000 Retail 16,820,285 8,980,715 30,389,369 17,902,715 Intersegment Eliminations — — — — Total Income Taxes $ 30,026,732 $ 15,378,715 $ 60,882,910 $ 28,527,715 Goodwill assigned to the Consumer Packaged Goods segment as of June 30, 2021 and December 31, 2020 was $ 284,130,932 and $ 252,016,532 , respectively. Intangible assets, net assigned to the Consumer Packaged Goods segment as of June 30, 2021 and December 31, 2020 was $ 222,098,783 and $ 211,303,718 , respectively. Goodwill assigned to the Retail segment as of June 30, 2021 and December 31, 2020 was $ 138,709,535 and $ 130,680,935 , respectively. Intangible assets, net assigned to the Retail segment as of June 30, 2021 and December 31, 2020 was $ 189,439,317 and $ 194,938,316 , respectively. The Company’s assets are aggregated into two reportable segments (Retail and Consumer Packaged Goods). For the purposes of testing goodwill, Green Thumb has identified 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. 17. SUBSEQUENT EVENTS (a) Virginia On July 1, 2021 , the Company acquired Dharma Pharmaceuticals LLC (" Dharma ") a Virginia-based medical cannabis cultivator, processor and retailer for approximately $ 17 million in cash and 2,298,779 Subordinate Voting Shares valued at approximately $ 76 million (including 229,878 deferred shares) based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb's Subordinate Voting Shares as traded on the CSE on the date of the transaction. In addition, the purchase agreement also included contingent consideration up to $ 65 million in shares of Green Thumb and is dependent upon the achievement of certain milestones. To date, the Company has issued $ 6 million in shares to the former owners of Dharma associated with the achievement of one of the milestones. The Company has not yet completed the valuation of the acquired entity or related purchase accounting for the transaction. (b) Rhode Island On August 1, 2021 , the Company acquired Mobley Pain Management and Wellness Center LLC and Canwell Processing LLC, both of which have contractual interests in Summit Medical Compassion Center, Inc. a non-profit with vertically integrated cannabis operations in Rhode Island. Green Thumb exchanged 2,387,807 Subordinate Voting Shares valued at approximately $ 71 million (including 303,599 deferred shares) based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb's Subordinate Voting Shares as traded on the CSE on the date of the transaction. The Company has not yet completed the valuation of the acquired entity or related purchase accounting for the transaction. ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION This management discussion and analysis (“ MD&A ”) of the financial condition and results of operations of Green Thumb Industries Inc. (the “ Company ” or “ Green Thumb ”) is for the three and six months ended June 30, 2021 and 2020. It is supplemental to, and should be read in conjunction with, the Company’s unaudited interim condensed consolidated financial statements as of June 30, 2021 and the consolidated financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission on March 18, 2021 (the “ 2020 Form 10-K ”) and the accompanying notes for each respective period. The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”). Financial information presented in this MD&A is presented in United States dollars (“ $ ” or “ US$ ”), unless otherwise indicated. This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States securities laws. Please refer to the discussion of forward-looking statements and information set out under the heading “Disclosure Regarding Forward-Looking Statements,” identified in the ‘‘Risks and Uncertainties’’ section of this MD&A and in Part II, Item 1A, “Risk Factors.” As a result of many factors, the Company’s actual results may differ materially from those anticipated in these forward-looking statements and information. COVID-19 Considerations In March 2020, the World Health Organization categorized coronavirus disease 2019 (together with its variants “ COVID-19 ”) as a pandemic. COVID-19 continues to spread throughout the U.S. and other countries across the world, and the duration and severity of its effects and those of its variants are currently unknown. The Company continues to implement and evaluate actions to strengthen its financial position and support the continuity of its business and operations in the face of this pandemic and other events. The Company’s priorities during the COVID-19 pandemic are protecting the health and safety of its employees and its customers, following the recommended actions of government and health authorities. In the future, the pandemic may cause reduced demand for the Company’s products and services if, for example, the pandemic results in a recessionary economic environment or potential new restrictions on business operations or the movement of individuals. However, given the Company’s operations have to date been deemed “essential” services in the states in which it does business, the Company believes that there will continue to be strong demand for Green Thumb products. Operations of the Company are currently ongoing as the cultivation, processing and sale of cannabis products is currently considered an “essential” business by all states in which the Company operates with respect to all customers. The Company’s ability to continue to operate without any significant negative operational impact from the COVID-19 pandemic and any of its variants will in part depend on the Company’s ability to protect its employees, customers and supply chain and its continued designation as “essential” in states where it does business that currently or in the future impose restrictions on business operations. The pandemic has not materially impacted the Company’s business operations or liquidity position to date. The Company continues to generate operating cash flows to meet its short-term liquidity needs. In all locations where applicable regulations limiting in-store retail activity have been enacted by governmental authorities, the Company has expanded consumer delivery options and curbside pickup to help further protect the health and safety of Green Thumb employees and customers. During the first six months of 2021 the Company’s revenue, gross profit and operating income were not negatively impacted by COVID-19 and the Company generally maintained the consistency of its operations. However, the uncertain nature of the spread of COVID-19 and its variants may impact its business operations for reasons including the potential quarantine of Green Thumb employees or those of its supply chain partners and its continued designation as “essential” in states where it does business that currently or in the future impose restrictions on business operations. For additional information on risk factors related to the pandemic or other risks that could impact Green Thumb’s results, please refer to “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. OVERVIEW OF THE COMPANY Established in 2014 and headquartered in Chicago, Illinois, Green Thumb, a national cannabis consumer packaged goods company and retailer promotes well-being through the power of cannabis while being committed to community and sustainable profitable growth. As of June 30, 2021, Green Thumb has operations across 12 U.S. markets, employs approximately 2,850 people and serves millions of patients and customers annually. Green Thumb’s core business is manufacturing, distributing and marketing a portfolio of owned cannabis consumer packaged goods brands (which we refer to as our Consumer Packaged Goods business), including Beboe, Dogwalkers, Dr. Solomon’s, incredibles and Rythm. The Company distributes and markets these products primarily to third-party licensed retail cannabis stores across the United States as well as to Green Thumb-owned retail stores (which we refer to as our Retail business). The Company’s Consumer Packaged Goods portfolio is primarily generated from plant material that Green Thumb grows and processes itself, which we use to produce our consumer packaged goods in 14 manufacturing facilities. This portfolio consists of stock keeping units (“ SKUs ”) across a range of cannabis product categories, including flower, pre-rolls, concentrates, vape, capsules, tinctures, edibles, topicals and other cannabis-related products (none of which product categories are individually material to the Company). These Consumer Packaged Goods products are sold in retail locations throughout the 12 U.S. markets Green Thumb operates including Green Thumb’s own Rise and Essence dispensaries. Green Thumb owns and operates a national cannabis retail chain called Rise , and in the Las Vegas, Nevada and Pasadena, California areas, a chain of stores called Essence, which are relationship-centric retail experiences aimed to deliver a superior level of customer service through high-engagement consumer interaction, a consultative, transparent and education-forward selling approach and a consistently available assortment of cannabis products. In addition, Green Thumb owns stores under other names, primarily where we co-own the stores or naming is subject to licensing or similar restrictions. The income from Green Thumb’s retail stores is primarily from the sale of cannabis-related products, which includes the sale of Green Thumb produced products as well as those produced by third parties, with an immaterial (under 10%) portion of this income resulting from the sale of other merchandise (such as t-shirts and accessories for cannabis use). The Rise stores currently are located in eight of the states in which we operate (including Nevada). The Essence stores were acquired in connection with the 2019 acquisition of Integral Associates and are located in Nevada and beginning in March 2021, California. The Essence stores differ from the Rise stores mainly in geographic location. As of June 30, 2021, the Company had 58 open and operating retail locations. The Company’s new store opening plans will remain fluid depending on market conditions, obtaining local licensing, construction and other permissions and subject to the Company’s capital allocation plans and the evolving situation with respect to the COVID-19 as described above and under the heading “Liquidity, Financing Activities During the Period, and Capital Resources” below. Results of Operations – Consolidated The following table sets forth the Company’s selected consolidated financial results for the periods, and as of the dates, indicated. The (i) unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020 and (ii) unaudited interim condensed consolidated balance sheet as of June 30, 2021 and December 31, 2020 have been derived from, and should be read in conjunction with the unaudited interim condensed consolidated financial statements and accompanying notes presented in Item 1 of this Report. The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and on a going-concern basis that contemplates continuity of operations and realization of assets and liquidation of liabilities in the ordinary course of business. Three Months Ended June 30, Six Months Ended June 30, QTD Change YTD Change 2021 2020 2021 2020 $ % $ % Revenues, net of discounts $ 221,871,812 $ 119,639,924 $ 416,302,396 $ 222,242,526 $ 102,231,888 85% $ 194,059,870 87% Cost of Goods Sold, net (98,960,988 ) (55,946,010 ) (182,526,072 ) (105,561,198 ) (43,014,978 ) (77)% (76,964,874 ) (73)% Gross Profit 122,910,824 63,693,914 233,776,324 116,681,328 59,216,910 93% 117,094,996 100% Total Expenses 72,055,473 49,643,211 131,386,724 95,077,968 22,412,262 45% 36,308,756 38% Income From Operations 50,855,351 14,050,703 102,389,600 21,603,360 36,804,648 262% 80,786,240 374% Total Other Income (Expense) 2,446,172 (10,435,925 ) (6,776,931 ) (8,603,142 ) 12,882,097 123% 1,826,211 21% Income Before Provision for Income Taxes and Non-Controlling Interest 53,301,523 3,614,778 95,612,669 13,000,218 49,686,745 1,375% 82,612,451 635% Provision for Income Taxes 30,026,732 15,378,715 60,882,910 28,527,715 14,648,017 95% 32,355,195 113% Net Income (Loss) Before Non-Controlling Interest 23,274,791 (11,763,937 ) 34,729,759 (15,527,497 ) 35,038,728 298% 50,257,256 324% Net Income Attributable to Non-Controlling Interest 1,222,800 1,145,568 2,309,102 1,588,272 77,232 7% 720,830 45% Net Income (Loss) Attributable to Green Thumb Industries Inc. $ 22,051,991 $ (12,909,505 ) $ 32,420,657 $ (17,115,769 ) $ 34,961,496 271% $ 49,536,426 289% Net Income (Loss) per share – basic $ 0.10 $ (0.06 ) $ 0.15 $ (0.08 ) $ 0.16 263% $ 0.23 282% Net Income (Loss) per share – diluted $ 0.10 $ (0.06 ) $ 0.15 $ (0.08 ) $ 0.16 259% $ 0.23 278% Weighted average number of shares outstanding – basic 220,323,622 209,902,732 218,276,376 209,185,544 Weighted average number of shares outstanding –diluted 224,843,155 209,902,732 222,927,120 209,185,544 June 30, 2021 December 30, 2020 Total Assets $ 1,792,634,415 $ 1,358,549,162 Long-Term Liabilities $ 458,115,004 $ 325,101,386 Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30, 2020 Revenues, net of Discounts Revenue for the three months ended June 30, 2021 was $221,871,812, up 85% from $119,639,924 for the three months ended June 30, 2020 driven by contributions from both Retail and Consumer Packaged Goods, largely due to continued growth in Illinois and Pennsylvania. Key performance drivers for the quarter are: launch of Cookies brand of cannabis products in Nevada, increased store traffic to Green Thumb’s open and operating retail stores, particularly in Illinois, and Pennsylvania and new store openings including acquired stores, particularly in Pennsylvania, Illinois and Connecticut. The Company generated revenue from 58 Retail locations during the quarter compared to 48 in the same quarter of the prior year. During the three months ended June 30, 2021, the Company acquired two new stores in Massachusetts. Since June 30, 2020, the Company acquired one retail store in Connecticut and two in Massachusetts that contributed to the increase in Retail revenues and opened seven new Retail locations in Pennsylvania, Illinois, California, Florida and New Jersey. The key driver for the Consumer Packaged Goods revenue increase was the opening of one cultivation and processing facility in Illinois as well as the expansion of sales of Green Thumb’s branded product portfolio to third-party retailers through the Company’s existing Consumer Packaged Goods cultivation and processing facilities in Illinois, Pennsylvania, Massachusetts, Maryland, Nevada, New Jersey and Connecticut due to increased scale and efficiency. The Company also added one cultivation and processing facility through the acquisition of Liberty during the three months ended June 30, 2021. Cost of Goods Sold, net Cost of goods sold are derived from retail purchases made by the Company from its third-party licensed producers operating within our state markets and costs related to the internal cultivation and production of cannabis. Cost of goods sold for the three months ended June 30, 2021 was $(98,960,988), up (77)% from $(55,946,010) for the three months ended June 30, 2020, driven by increased volume in open and operating retail stores; new and acquired retail store openings in Pennsylvania, Illinois and Connecticut and expansion of the consumer products sales primarily in Illinois, Pennsylvania, Massachusetts, Maryland, Nevada and Connecticut as described above. Gross Profit Gross profit for the three months ended June 30, 2021 was $122,910,824, representing a gross margin on the sale of branded cannabis flower and processed and packaged products including concentrates, edibles, topicals and other cannabis products, of 55%. This is compared to gross profit for the three months ended June 30, 2020 of $63,693,914 or a 53% gross margin. The Company’s increase in gross margin percentage was mainly attributed to expanded capacity in the Company’s Consumer Packaged Goods segment. The increase in gross profit (dollars) was directly attributable to the revenue increase as described above. Total Expenses Total expenses for the three months ended June 30, 2021 were $72,055,473 or 32% of revenues, net of discounts, resulting in an increase of $22,412,262. Total expenses for the three months ended June 30, 2020 were $49,643,211 or 41% of revenues, net of discounts. The increase in total expenses was attributable to Retail salaries and benefits, depreciation expense and other operational and facility expenses mainly as a result of the Company’s addition of seven new and three acquired retail facilities over the prior year period. In addition, an increase in intangible amortization expense and corporate staff salaries also contributed to the overall increase in total expenses. The reduction in expenses as a percent of revenue was attributable to measures deployed to control variable expenses as well as inherent operating leverage caused by the significant increase in revenue. Total Other Income (Expense) Total other income (expense) for three months ended June 30, 2021 was $2,446,172, a change of $12,882,097, mainly due to unfavorable fair value adjustments associated with the Company’s warrant liability during the three months ended June 30, 2020. Income (Loss) Before Provision for Income Taxes and Non-Controlling Interest Net operating income before provision for income taxes and non-controlling interest for three months ended June 30, 2021 was $53,301,523, an increase of $49,686,745 compared to the three months ended June 30, 2020. As presented under the heading “Non-GAAP Measures” below, after adjusting for non-cash equity incentive compensation of $5,672,683 and $5,700,144, adjusted operating EBITDA was $79,284,415 and $35,412,711 for the three months ended June 30, 2021 and 2020, respectively. Provision for Income T |
Other Income (Expense)
Other Income (Expense) | 6 Months Ended |
Jun. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense) | 12. OTHER INCOME (EXPENSE) For the three and six months ended June 30, 2021 and 2020 other income (expense) was comprised of the following: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Fair value adjustments on equity investments $ 18,287,762 $ 198,572 $ 18,679,321 $ ( 17,035 ) Loss on extinguishment of debt ( 9,881,847 ) — ( 9,881,847 ) — Fair value adjustments on variable note receivable — ( 5,600 ) — ( 815,937 ) Fair value adjustments on warrants issued ( 2,160,079 ) ( 6,262,500 ) ( 8,010,750 ) 1,120,343 Fair value adjustments on contingent consideration — ( 188,555 ) ( 412,949 ) ( 17,565 ) Earnings from equity method investments 1,023,280 300,000 1,646,373 550,000 Other ( 438,839 ) 240,656 ( 339,688 ) 248,877 Total Other Income (expense) $ 6,830,277 $ ( 5,717,427 ) $ 1,680,460 $ 1,068,683 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES The Company is subject to lawsuits, investigations and other claims related to employment, commercial and other matters that arise out of operations in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized in other liabilities. Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify contingent liabilities for contracts. Contingent consideration is measured upon acquisition and is estimated using probability weighting of potential payouts. Subsequent changes in the estimated contingent consideration from the final purchase price allocation are recognized in the Company’s unaudited interim condensed consolidated statement of operations. (a) Contingencies The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, sanctions, restrictions on its operations, or losses of permits that could result in the Company ceasing operations in that specific state or local jurisdiction. While management believes that the Company is in compliance with applicable local and state regulations at June 30, 2021 and December 31, 2020, cannabis and other regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties, or restrictions in the future. (b) Claims and Litigation From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. At June 30, 2021 and December 31, 2020 , there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest. (c) Construction Commitments As of June 30, 2021 , the Company held approximately $ 48,510,000 of open construction commitments to contractors on work being performed. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Fair Value Measurements | 14. FAIR VALUE MEASUREMENTS The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and Level 3 – Inputs for the asset or liability that are not based on observable market data. Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, accounts payable and accrued liabilities, notes payable, warrant liability, and contingent consideration payable. For the Company's long-term notes payable (which consist of charitable contributions, private placement debt and mortgage notes), for which there were no quoted market prices or active trading markets, it was not practicable to estimate the fair value of these financial instruments. The carrying amount of notes payable at June 30, 2021 and December 31, 2020 was $197,617,846 and $ 99,054,979 , which includes $ 581,436 and $ 341,983 , respectively, of short-term debt due within one year. Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The fair values of the Company’s financial instruments associated with each of the three levels of the hierarchy are: As of June 30, 2021 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 359,188,735 $ — $ — $ 359,188,735 Investments 33,667,924 — 8,057,479 41,725,403 Contingent Consideration Payable — — ( 14,850,000 ) ( 14,850,000 ) Warrant Liability — — ( 47,464,750 ) ( 47,464,750 ) $ 392,856,659 $ — $ ( 54,257,271 ) $ 338,599,388 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 As of December 31, 2020, the Company held an investment in a privately held entity that became a publicly traded company during the three months ended June 30, 2021. As a result, the Company received shares of the publicly traded entity in exchange for the shares in the privately held entity. The transaction resulted in a transfer of the investment from Level 3 to Level 1. As of June 30, 2021 and December 31, 2020 the fair value of the investment was $ 32,653,878 and $ 37,249,189 , respectively. There were no transfers between fair value levels during the six months ended June 30, 2020. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 15. VARIABLE INTEREST ENTITIES The following table presents the summarized financial information about the Company’s consolidated variable interest entities (“ VIEs ”) which are included in the unaudited interim condensed consolidated balance sheet as of June 30, 2021 and the consolidated balance sheet as of December 31, 2020. All of these entities were determined to be VIEs as the Company possesses the power to direct activities through management services agreements (“ MSAs ”): June 30, 2021 December 31, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Current assets $ — $ 5,048,014 $ 2,456,440 $ 32,307,718 $ 3,738,868 $ 2,362,572 Non-current assets — 3,465,136 2,140,394 3,367,360 3,657,392 2,281,839 Current liabilities — 1,194,653 425,822 23,362,255 336,970 1,563,224 Non-current liabilities — 438,213 741,753 768,573 461,926 783,356 Noncontrolling interests — 3,440,142 509,624 — 3,173,683 267,289 Equity attributable to Green Thumb Industries Inc. — 3,440,142 2,919,635 11,544,250 3,173,683 2,030,542 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. The Following tables presents the summarized financial information about the Company’s VIEs which are included in the unaudited interim condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, 2021 June 30, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Revenues $ — $ 6,216,536 $ 3,822,263 $ 4,799,732 $ 5,164,316 $ 2,370,069 Net income attributable to noncontrolling interests — 858,411 364,389 139,386 909,302 96,880 Net income attributable to Green Thumb Industries Inc. — 858,411 473,408 1,639,408 909,301 306,999 Net income $ — $ 1,716,822 $ 837,797 $ 1,778,794 $ 1,818,603 $ 403,879 Six Months Ended June 30, 2021 June 30, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Revenues $ — $ 11,943,810 $ 7,133,546 $ 9,108,361 $ 7,945,931 $ 4,082,719 Net income attributable to noncontrolling interests — 1,641,459 667,643 180,795 1,273,418 134,059 Net income attributable to Green Thumb Industries Inc. — 1,641,458 889,096 2,778,471 1,273,418 366,372 Net income $ — $ 3,282,917 $ 1,556,739 $ 2,959,266 $ 2,546,836 $ 500,431 As of June 30, 2021 and 2020, and December 31, 2020 , VIEs included in the Other Non-material VIEs are Bluepoint Wellness of Westport LLC and Meshow, LLC. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | 16. SEGMENT REPORTING The Company operates in two segments: the cultivation, production and sale of cannabis products to retail stores (“ Consumer Packaged Goods ”) and retailing of cannabis to patients and consumers (“ Retail ”). The Company does not allocate operating expenses to these business units, nor does it allocate specific assets. Additionally, the Chief Operating Decision Maker does not review total assets or net income (loss) by segments; therefore, such information is not presented below. The below table presents revenues by type for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenues, Net of Discounts Consumer Packaged Goods $ 117,863,490 $ 56,331,517 $ 221,940,928 $ 102,653,545 Retail 150,115,879 87,541,572 280,224,597 163,503,022 Intersegment Eliminations ( 46,107,557 ) ( 24,233,165 ) ( 85,863,129 ) ( 43,914,041 ) Total Revenues, net of discounts $ 221,871,812 $ 119,639,924 $ 416,302,396 $ 222,242,526 Depreciation and Amortization Consumer Packaged Goods $ 8,412,964 $ 7,571,575 $ 16,413,911 $ 15,165,941 Retail 6,660,028 6,668,338 13,652,502 11,779,144 Intersegment Eliminations — — — — Total Depreciation and Amortization $ 15,072,992 $ 14,239,913 $ 30,066,413 $ 26,945,085 Income Taxes Consumer Packaged Goods $ 13,206,447 $ 6,398,000 $ 30,493,541 $ 10,625,000 Retail 16,820,285 8,980,715 30,389,369 17,902,715 Intersegment Eliminations — — — — Total Income Taxes $ 30,026,732 $ 15,378,715 $ 60,882,910 $ 28,527,715 Goodwill assigned to the Consumer Packaged Goods segment as of June 30, 2021 and December 31, 2020 was $ 284,130,932 and $ 252,016,532 , respectively. Intangible assets, net assigned to the Consumer Packaged Goods segment as of June 30, 2021 and December 31, 2020 was $ 222,098,783 and $ 211,303,718 , respectively. Goodwill assigned to the Retail segment as of June 30, 2021 and December 31, 2020 was $ 138,709,535 and $ 130,680,935 , respectively. Intangible assets, net assigned to the Retail segment as of June 30, 2021 and December 31, 2020 was $ 189,439,317 and $ 194,938,316 , respectively. The Company’s assets are aggregated into two reportable segments (Retail and Consumer Packaged Goods). For the purposes of testing goodwill, Green Thumb has identified 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS (a) Virginia On July 1, 2021 , the Company acquired Dharma Pharmaceuticals LLC (" Dharma ") a Virginia-based medical cannabis cultivator, processor and retailer for approximately $ 17 million in cash and 2,298,779 Subordinate Voting Shares valued at approximately $ 76 million (including 229,878 deferred shares) based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb's Subordinate Voting Shares as traded on the CSE on the date of the transaction. In addition, the purchase agreement also included contingent consideration up to $ 65 million in shares of Green Thumb and is dependent upon the achievement of certain milestones. To date, the Company has issued $ 6 million in shares to the former owners of Dharma associated with the achievement of one of the milestones. The Company has not yet completed the valuation of the acquired entity or related purchase accounting for the transaction. (b) Rhode Island On August 1, 2021 , the Company acquired Mobley Pain Management and Wellness Center LLC and Canwell Processing LLC, both of which have contractual interests in Summit Medical Compassion Center, Inc. a non-profit with vertically integrated cannabis operations in Rhode Island. Green Thumb exchanged 2,387,807 Subordinate Voting Shares valued at approximately $ 71 million (including 303,599 deferred shares) based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb's Subordinate Voting Shares as traded on the CSE on the date of the transaction. The Company has not yet completed the valuation of the acquired entity or related purchase accounting for the transaction. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Preparation and Statement of Compliance | (b) Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of Green Thumb Industries Inc. and have been prepared in accordance with accounting principles generally accepted in the United States (“ GAAP ”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities & Exchange Commission (" SEC "). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and, accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the 2020 Form 10-K. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2021 . |
Significant Accounting Policies | (c) Significant Accounting Policies There have been no changes to the Company’s significant accounting policies as described in Note 2 of the Company’s 2020 annual report on Form 10-K. |
Earnings (Loss) per Share | (d) Earnings (Loss) per Share Basic earnings (loss) per share is calculated using the treasury stock method, by dividing the net earnings (loss) attributable to shareholders by the weighted average number of common shares outstanding during each of the periods presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding common shares and consequently are not included in the loss per share calculation. Diluted earnings per share is calculated using the treasury stock method by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. The Company has three categories of potentially dilutive common share equivalents: restricted stock units, stock options and warrants. As of June 30, 2021, the Company had 5,819,363 options, 391,736 restricted stock units and 3,644,085 warrants outstanding. As of June 30, 2020 , the Company had 5,857,045 options, 906,173 restricted stock units and 2,526,735 warrants outstanding. |
New Accounting Pronouncements | (e) Recently Adopted Accounting Standards (i) In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes (“ ASU 2019-12 ”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 on January 1, 2021. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (ii) In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ ASU 2020-01 ”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The Company adopted ASU 2020-01 on January 1, 2021. The adoption of the standard did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. (f) Recently Issued Accounting Standards (i) On August 5, 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We do not expect the adoption of this guidance will have a material impact on the Company’s unaudited interim condensed consolidated financial statements. |
Coronavirus Pandemic | (g) Coronavirus Pandemic In March 2020, the World Health Organization categorized coronavirus disease 2019 (together with its variants, “ COVID-19 ”) as a pandemic. COVID-19 continues to spread throughout the U.S. and other countries across the world, and the duration and severity of its effects are currently unknown. The Company continues to implement and evaluate actions to strengthen its financial position and support the continuity of its business and operations. The Company’s unaudited interim condensed consolidated financial statements presented herein reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and reported amounts of revenue and expenses during the periods presented. Such estimates and assumptions affect, among other things, the Company’s goodwill; long-lived assets and intangible assets; operating lease right of use assets and operating lease liabilities; assessment of the annual effective tax rate; valuation of deferred income taxes; the allowance for doubtful accounts; assessment of the Company’s lease and non-lease contract expenses; and measurement of compensation cost for bonus and other compensation plans. While the Company’s revenue, gross profit and operating income were not impacted during the first six months of 2021, the uncertain nature of the spread of COVID-19 and the uncertainty of the impact of nationwide vaccine programs may impact the Company’s business operations for reasons including the potential quarantine of the Company’s employees or those of its supply chain partners, and the Company’s continued designation as an “essential” business in states where the Company does business that currently or in the future impose restrictions on its business operations. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of inventory | The Company’s inventories include the following at June 30, 2021 and December 31, 2020: June 30, December 31, Raw Material $ 8,630,042 $ 6,372,659 Packaging and Miscellaneous 7,687,302 8,592,153 Work in Process 31,560,037 25,488,806 Finished Goods 34,951,236 30,821,392 Reserve for Obsolete Inventory ( 1,102,390 ) ( 1,732,057 ) Total Inventories $ 81,726,227 $ 69,542,953 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | At June 30, 2021 and December 31, 2020, property and equipment consisted of the following: June 30, 2021 December 31, 2020 Buildings and Improvements $ 53,231,046 $ 51,557,405 Equipment, Computers and Furniture 61,635,098 49,097,109 Leasehold Improvements 103,233,931 88,607,252 Capitalized Interest 3,774,589 2,988,681 Total Property and Equipment 221,874,664 192,250,447 Less: Accumulated Depreciation ( 33,298,775 ) ( 24,192,900 ) Property and Equipment, net 188,575,889 168,057,547 Land 5,510,945 2,879,376 Assets Under Construction 47,373,375 18,988,954 Property and equipment, net $ 241,460,209 $ 189,925,877 |
Acquisitions - (Tables)
Acquisitions - (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of Initial Accounting Estimates | The following table summarizes the initial accounting estimates: Liberty Compassion, Inc. Cash $ 233,227 Inventory 1,809,828 Accounts receivable 502,767 Prepaid expenses 118,027 Property and equipment, net 3,712,829 Right-of-use asset, net 12,267,252 Deposits and other assets 350,000 Intangible assets, net: Licenses and permits 25,342,457 Liabilities assumed ( 1,093,460 ) Lease liabilities ( 12,267,252 ) Deferred income tax liabilities ( 6,550,000 ) Total identifiable net assets 24,425,675 Goodwill (non-tax deductible) 40,143,000 Net assets $ 64,568,675 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of intangible assets | At June 30, 2021 and December 31, 2020, intangible assets consisted of the following: June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Licenses and Permits $ 366,784,694 $ 52,495,559 $ 314,289,135 $ 343,135,736 $ 41,993,595 $ 301,142,141 Trademarks 98,935,601 19,259,650 79,675,951 99,295,599 13,455,178 85,840,421 Customer Relationships 24,438,000 8,199,097 16,238,903 25,258,000 7,583,005 17,674,995 Non-Competition Agreements 2,565,000 1,230,889 1,334,111 2,585,480 1,001,003 1,584,477 Total Intangible Assets $ 492,723,295 $ 81,185,195 $ 411,538,100 $ 470,274,815 $ 64,032,781 $ 406,242,034 |
Summary of estimated annual amortization expense related to intangible assets | The following table outlines the estimated annual amortization expense related to intangible assets as of June 30, 2021: Year Ending December 31, Estimated Remainder of 2021 $ 19,473,991 2022 40,173,612 2023 40,170,835 2024 39,589,501 2025 39,491,835 Thereafter 232,638,326 $ 411,538,100 As of June 30, 2021, the weighted average amortization period remaining for intangible assets was 11.74 years. |
Summary of Goodwill And Intangible Assets Disclosure | At June 30, 2021 and December 31, 2020 the balances of goodwill, by segment, consisted of the following: December 31, 2020 Acquisition of Liberty Compassion Inc. June 30, 2021 Retail $ 130,680,935 $ 8,028,600 $ 138,709,535 Consumer Package Goods 252,016,532 32,114,400 284,130,932 Total Goodwill $ 382,697,467 $ 40,143,000 $ 422,840,467 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments [Abstract] | |
Schedule Of Long Term Investments | The following table summarizes the change in the Company’s investments during the six months ended June 30, 2021 and year ending December 31, 2020: June 30, 2021 December 31, 2020 Beginning $ 40,794,806 $ 14,068,821 Additions 18,135,615 525,000 Disposals ( 18,417,089 ) ( 169,818 ) Fair value adjustment 18,754,321 26,370,803 Transfers out ( 17,542,250 ) — Ending $ 41,725,403 $ 40,794,806 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule Of Other Information Related To Operating Leases | Other information related to operating leases as of and for the six months ended June 30, 2021 and year ending December 31, 2020 were as follows: June 30, 2021 December 31, 2020 Weighted avgerage remaining lease term (years) 11.95 12.10 Weighted average discount rate 13.97 % 13.70 % |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities for operating leases as of June 30, 2021 were as follows: Maturities of Lease Liability Year Ending December 31, Third Party Related Party Total Remainder of 2021 $ 14,431,765 $ 658,811 $ 15,090,576 2022 29,923,298 749,125 30,672,423 2023 30,454,945 197,328 30,652,273 2024 29,722,890 305,087 30,027,977 2025 27,470,590 322,874 27,793,464 2026 and Thereafter 277,789,291 178,713 277,968,004 Total Lease Payments 409,792,779 2,411,937 412,204,716 Less: Interest ( 238,783,784 ) ( 1,421,187 ) ( 240,204,971 ) Present Value of Lease Liability $ 171,008,995 $ 990,750 $ 171,999,745 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At June 30, 2021 and December 31, 2020, notes payable consisted of the following: June 30, 2021 December 31, 2020 Charitable Contributions 1 $ 1,331,053 $ 717,430 Private placement debt dated May 22, 2019 2 — 94,955,094 Private placement debt dated April 30, 2021 3 192,975,932 — Mortgage notes 4 3,310,861 3,382,455 Total notes payable 197,617,846 99,054,979 Less: current portion of notes payable ( 581,436 ) ( 341,983 ) Notes payable, net of current portion $ 197,036,410 $ 98,712,996 ____________________ 1 In connection with acquisitions completed in 2017 and 2019, the Company is required to make quarterly charitable contributions of $ 50,000 through October 2024 and $ 200,000 per year through May 2024 , respectively. The net present value of these required payments has been recorded as a liability with interest rates ranging between 2.17 % - 7.00 % 2 On May 22, 2019, the Company issued private placement debt in an original amount of $ 105,466,429 with an interest rate of 12.00 % , maturing on May 22 2023 . The debt was issued at a discount, the carrying value of which was $ 9,045,187 and $ 10,511,335 as of April 30, 2021, just prior to repayment, and December 31, 2020, respectively. 3 The April 30, 2021 private placement debt was issued in an original amount of $ 216,734,258 with an interest rate of 7.00 % , maturing on April 30, 2024 . The debt was issued at a discount, the carrying value of which was $ 23,758,326 as of June 30, 2021. 4 Mortgage notes, in the original amount of $ 3,607,000 were issued by the Company in connection with various Retail dispensaries. These mortgage notes mature between August 20, 2025 and June 5, 2035 and were issued at a discount, the carrying value of which was $ 168,181 and $ 174,223 , and are presented net of principal payments of $ 127,958 and $ 50,322 as of June 30, 2021 and December 31, 2020, respectively. |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and December 31, 2020: Liability Classified Equity Classified Number of Shares Weighted Average Exercise Price (C$) Weighted Average Remaining Contractual Life Number of Shares Weighted Average Exercise Price (USD) Weighted Average Balance as at December 31, 2020 2,485,794 C$ 18.45 3.40 35,000 $ 9.10 3.93 Warrants Issued — — — 1,459,044 32.68 4.84 Warrants Exercised ( 226,271 ) 18.01 3.01 — — — Warrants Expired ( 109,482 ) 22.90 1.28 — — — Balance as at June 30, 2021 2,150,041 C$ 18.27 2.92 1,494,044 $ 32.13 4.81 |
Liability Classified Warrant [member] | |
Class of Warrant or Right [Line Items] | |
Schedule Of Fair Value Of Warrant Liability | The following table summarizes the fair value of the liability classified warrants at June 30, 2021 and December 31, 2020: Fair Value Warrant Liability Strike Price Warrants Outstanding June 30, 2021 December 31, 2020 Change Bridge Financing Warrants C$ 22.90 109,482 $ 1,789,250 $ 2,544,500 $ ( 755,250 ) Private Placement Financing Warrants C$ 19.39 1,641,301 35,613,000 28,756,500 6,856,500 Modification Warrants C$ 12.04 323,910 8,198,500 6,630,000 1,568,500 Additional Modification Warrants C$ 14.03 75,348 1,864,000 1,523,000 341,000 Totals 2,150,041 $ 47,464,750 $ 39,454,000 $ 8,010,750 |
Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Warrant Liability | The following table summarizes the significant assumptions used in determining the fair value of the warrant liability as of each reporting date (see Note 14 - Fair Value Measurements for additional details): June 30, December 31, Significant Assumptions 2021 2020 Volatility 62.80 % - 77.17 % 72.19 % - 79.10 % Remaining Term 1.28 - 3.89 years 1.78 - 4.39 years Risk Free Rate 0.44 % - 0.79 % 0.20 % - 0.28 % 9. WARRANTS (Continued) |
Equity Classified Warrant [member] | |
Class of Warrant or Right [Line Items] | |
Schedule Of Fair Value Of Warrant Liability | The following table summarizes the fair value of the equity classified warrants at June 30, 2021 and December 31, 2020: Fair Value Warrants June 30, December 31, Warrants Included in Contributed Surplus Strike Price Outstanding 2021 2020 Dispensary Mortgage Warrants $ 9.10 35,000 $ 181,272 $ 181,272 Private Placement Refinancing Warrants $ 32.68 1,459,044 22,258,608 — Totals 1,494,044 $ 22,439,880 $ 181,272 |
Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Warrant Liability | The equity warrants were valued as of the date of issuance using a Black Scholes Option Pricing model. The following table summarizes the significant assumptions used in determining the fair value of the warrants as of each respective issuance date: Significant Assumptions Private Placement Refinancing Warrants Dispensary Mortgage Warrants Date of Issuance April 30, 2021 June 5, 2020 Volatility 73 % 80 % Estimated Term 4 years 5 years Risk Free Rate 0.74 % 0.37 % |
Share Capital (Tables)
Share Capital (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure of Share Capital [Line Items] | |
Schedule of Common Stock Outstanding Roll Forward | A reconciliation of the beginning and ending amounts of the issued and outstanding shares by class is as follows: Issued and Outstanding Subordinate Multiple Super As at December 31, 2020 178,113,221 40,289 312,031 Issuance of common shares pursuant to S-1 4,693,991 — — Issuance of shares under business combinations and 1,917,214 — — Distribution of contingent consideration 412,744 — — Distribution of deferred shares 146,315 — — Issuance of shares upon exercise of options and 783,415 — — Issuances of shares upon vesting of RSUs 307,768 — — Shares issued in association with notes payable 8,514 — — Shares issued for settlement of business dispute 240,000 — — Exchange of shares 1,163,500 ( 635 ) ( 11,000 ) As at June 30, 2021 187,786,682 39,654 301,031 10. SHARE CAPITAL |
Share-based Payment Arrangement, Option, Activity | Stock option activity is summarized as follows: Number of Shares Weighted Average Exercise Price C$ Weighted Avereage Remaining Contractual Life Aggregate Intrinsic Value Balance as at December 31, 2020 5,664,406 11.91 4.39 $ 85,408,034 Granted 1,095,544 37.32 4.66 Exercised ( 557,144 ) 13.13 10,968,914 Forfeited ( 383,443 ) 12.59 Balance as at June 30, 2021 5,819,363 16.53 4.05 $ 114,062,498 Vested 2,635,677 12.72 Exercisable at June 30, 2021 1,852,007 12.42 4.01 $ 42,582,624 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted during the six months ended June 30, 2021 and the year ended December 31, 2020, using the following ranges of assumptions: June 30, December 31, 2021 2020 Risk-free interest rate 0.33 % - 0.74 % 0.31 % - 1.37 % Expected dividend yield 0 % 0 % Expected volatility 73 % 80 % Expected option life 3 - 3.5 years 3 - 5 years |
Schedule of Stock-Based Compensation Expense | The stock-based compensation expense for the three and six months ended June 30, 2021 and 2020 was as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Stock options expense $ 3,709,080 $ 2,904,127 $ 6,337,938 $ 5,595,284 Restricted Stock Units 1,963,603 2,796,017 3,365,400 5,178,602 Total Stock Based Compensation Expense $ 5,672,683 $ 5,700,144 $ 9,703,338 $ 10,773,886 |
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 six months ended June 30, 2021 and 2020: Six Months Ended June 30, 2021 2020 Weighted average grant date fair value (per share) of stock option units granted (C$) C$ 14.80 C$ 4.41 Intrinsic value of stock option units exercised, using market price at vest date (US$) $ 10,968,914 $ 24,293 |
Restricted Stock Units | |
Disclosure of Share Capital [Line Items] | |
Non-vested Restricted Stock Shares Activity | The following table summarizes the number of non-vested RSU awards as of June 30, 2021 and December 31, 2020 and the changes during the six months ended June 30, 2021: Number of Shares Weighted Average Grant Date Fair Value (C$) Nonvested Shares at December 31, 2020 689,340 16.77 Granted 89,666 38.37 Forfeited ( 79,502 ) 14.99 Vested ( 307,768 ) 21.39 Nonvested Shares at June 30, 2021 391,736 18.55 |
Summary Of Weighted Average Grant Date Fair Value And Intrinsic Value Of Options Exercised | The following table summarizes the weighted average grant date fair value and total fair value of RSUs vested for the six months ended June 30, 2021 and 2020: Six Months Ended June 30, 2021 2020 Weighted average grant date fair value (per share) C$ 38.37 C$ 10.87 Intrinsic value of RSUs vested, using market $ 9,254,928 $ 650,463 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The following table summarizes the Company’s income tax expense and effective tax rates for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Income before Income Taxes $ 53,301,523 $ 3,614,778 $ 95,612,669 $ 13,000,218 Income Tax Expense 30,026,732 15,378,715 60,882,910 28,527,715 Effective Tax Rate 56.3 % 425.4 % 63.7 % 219.4 % |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | For the three and six months ended June 30, 2021 and 2020 other income (expense) was comprised of the following: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Fair value adjustments on equity investments $ 18,287,762 $ 198,572 $ 18,679,321 $ ( 17,035 ) Loss on extinguishment of debt ( 9,881,847 ) — ( 9,881,847 ) — Fair value adjustments on variable note receivable — ( 5,600 ) — ( 815,937 ) Fair value adjustments on warrants issued ( 2,160,079 ) ( 6,262,500 ) ( 8,010,750 ) 1,120,343 Fair value adjustments on contingent consideration — ( 188,555 ) ( 412,949 ) ( 17,565 ) Earnings from equity method investments 1,023,280 300,000 1,646,373 550,000 Other ( 438,839 ) 240,656 ( 339,688 ) 248,877 Total Other Income (expense) $ 6,830,277 $ ( 5,717,427 ) $ 1,680,460 $ 1,068,683 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The fair values of the Company’s financial instruments associated with each of the three levels of the hierarchy are: As of June 30, 2021 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 359,188,735 $ — $ — $ 359,188,735 Investments 33,667,924 — 8,057,479 41,725,403 Contingent Consideration Payable — — ( 14,850,000 ) ( 14,850,000 ) Warrant Liability — — ( 47,464,750 ) ( 47,464,750 ) $ 392,856,659 $ — $ ( 54,257,271 ) $ 338,599,388 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 As of December 31, 2020, the Company held an investment in a privately held entity that became a publicly traded company during the three months ended June 30, 2021. As a result, the Company received shares of the publicly traded entity in exchange for the shares in the privately held entity. The transaction resulted in a transfer of the investment from Level 3 to Level 1. As of June 30, 2021 and December 31, 2020 the fair value of the investment was $ 32,653,878 and $ 37,249,189 , respectively. There were no transfers between fair value levels during the six months ended June 30, 2020. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table presents the summarized financial information about the Company’s consolidated variable interest entities (“ VIEs ”) which are included in the unaudited interim condensed consolidated balance sheet as of June 30, 2021 and the consolidated balance sheet as of December 31, 2020. All of these entities were determined to be VIEs as the Company possesses the power to direct activities through management services agreements (“ MSAs ”): June 30, 2021 December 31, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Current assets $ — $ 5,048,014 $ 2,456,440 $ 32,307,718 $ 3,738,868 $ 2,362,572 Non-current assets — 3,465,136 2,140,394 3,367,360 3,657,392 2,281,839 Current liabilities — 1,194,653 425,822 23,362,255 336,970 1,563,224 Non-current liabilities — 438,213 741,753 768,573 461,926 783,356 Noncontrolling interests — 3,440,142 509,624 — 3,173,683 267,289 Equity attributable to Green Thumb Industries Inc. — 3,440,142 2,919,635 11,544,250 3,173,683 2,030,542 |
Schedule Of consolidated VIEs and Other Non controlling Interest | The Following tables presents the summarized financial information about the Company’s VIEs which are included in the unaudited interim condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, 2021 June 30, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Revenues $ — $ 6,216,536 $ 3,822,263 $ 4,799,732 $ 5,164,316 $ 2,370,069 Net income attributable to noncontrolling interests — 858,411 364,389 139,386 909,302 96,880 Net income attributable to Green Thumb Industries Inc. — 858,411 473,408 1,639,408 909,301 306,999 Net income $ — $ 1,716,822 $ 837,797 $ 1,778,794 $ 1,818,603 $ 403,879 Six Months Ended June 30, 2021 June 30, 2020 Chesapeake Illinois Other Chesapeake Illinois Other LLC Disp, LLC VIEs LLC Disp, LLC VIEs Revenues $ — $ 11,943,810 $ 7,133,546 $ 9,108,361 $ 7,945,931 $ 4,082,719 Net income attributable to noncontrolling interests — 1,641,459 667,643 180,795 1,273,418 134,059 Net income attributable to Green Thumb Industries Inc. — 1,641,458 889,096 2,778,471 1,273,418 366,372 Net income $ — $ 3,282,917 $ 1,556,739 $ 2,959,266 $ 2,546,836 $ 500,431 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenues | The below table presents revenues by type for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenues, Net of Discounts Consumer Packaged Goods $ 117,863,490 $ 56,331,517 $ 221,940,928 $ 102,653,545 Retail 150,115,879 87,541,572 280,224,597 163,503,022 Intersegment Eliminations ( 46,107,557 ) ( 24,233,165 ) ( 85,863,129 ) ( 43,914,041 ) Total Revenues, net of discounts $ 221,871,812 $ 119,639,924 $ 416,302,396 $ 222,242,526 Depreciation and Amortization Consumer Packaged Goods $ 8,412,964 $ 7,571,575 $ 16,413,911 $ 15,165,941 Retail 6,660,028 6,668,338 13,652,502 11,779,144 Intersegment Eliminations — — — — Total Depreciation and Amortization $ 15,072,992 $ 14,239,913 $ 30,066,413 $ 26,945,085 Income Taxes Consumer Packaged Goods $ 13,206,447 $ 6,398,000 $ 30,493,541 $ 10,625,000 Retail 16,820,285 8,980,715 30,389,369 17,902,715 Intersegment Eliminations — — — — Total Income Taxes $ 30,026,732 $ 15,378,715 $ 60,882,910 $ 28,527,715 |
Overview and Basis of Present_2
Overview and Basis of Presentation - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Number of Shares Outstanding, Diluted | 224,843,155 | 209,902,732 | 222,927,120 | 209,185,544 |
Stock Options Expense | ||||
Number of Shares Outstanding, Diluted | 5,819,363 | 5,857,045 | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 3,191,752 | 3,279,087 | ||
Restricted Stock Units | ||||
Number of Shares Outstanding, Diluted | 391,736 | 906,173 | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 234,042 | 224,774 | ||
Warrant | ||||
Number of Shares Outstanding, Diluted | 3,644,085 | 2,526,735 | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 1,093,739 | 1,146,883 |
Inventories - Summary of invent
Inventories - Summary of inventory (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Raw Material | $ 8,630,042 | $ 6,372,659 |
Packaging and Miscellaneous | 7,687,302 | 8,592,153 |
Work in Process | 31,560,037 | 25,488,806 |
Finished Goods | 34,951,236 | 30,821,392 |
Reserve for Obsolete Inventory | (1,102,390) | (1,732,057) |
Total Inventories | $ 81,726,227 | $ 69,542,953 |
Property and Equipment - Proper
Property and Equipment - Property, Plant and Equipment (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 221,874,664 | $ 192,250,447 |
Less: Accumulated Depreciation | (33,298,775) | (24,192,900) |
Property and Equipment, net | 188,575,889 | 168,057,547 |
Property and Equipment, net | 241,460,209 | 189,925,877 |
Land [member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, net | 5,510,945 | 2,879,376 |
Assets Under Construction [member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, net | 47,373,375 | 18,988,954 |
Buildings and Improvements [member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 53,231,046 | 51,557,405 |
Equipment, Computers and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 61,635,098 | 49,097,109 |
Leasehold Improvements [member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 103,233,931 | 88,607,252 |
Capitalized Interest [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 3,774,589 | $ 2,988,681 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disclosure of Property of Equipment [Line Items] | ||||
Depreciation expense | $ 5,253,672 | $ 5,402,980 | $ 10,020,023 | $ 9,189,985 |
Cost of Sales [member] | ||||
Disclosure of Property of Equipment [Line Items] | ||||
Depreciation expense | $ 3,212,413 | $ 2,582,435 | $ 6,091,642 | $ 5,260,162 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Millions | Jun. 01, 2021 | Jun. 30, 2021 |
Liberty Compassion Inc [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of voting rights acquired | 100.00% | |
Distribution of deferred shares | 259,765 | |
Subordinate Voting Shares [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of shares under business combinations and investments | 1,917,214 | |
Distribution of deferred shares | 146,315 | |
Subordinate Voting Shares [Member] | Liberty Compassion Inc [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of shares under business combinations and investments | 2,146,565 | |
Issuance of shares under business combinations and investments, value | $ 64.6 |
Acquisitions - Summary of Initi
Acquisitions - Summary of Initial Accounting Estimates (Detail) - USD ($) | Jun. 30, 2021 | Jun. 01, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 422,840,467 | $ 382,697,467 | |
Liberty Compassion Inc [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 233,227 | ||
Inventory | 1,809,828 | ||
Accounts receivable | 502,767 | ||
Prepaid expenses | 118,027 | ||
Property and equipment, net | 3,712,829 | ||
Right-of-use asset, net | 12,267,252 | ||
Deposits and other assets | 350,000 | ||
Liabilities assumed | 1,093,460 | ||
Lease liabilities | 12,267,252 | ||
Deferred income tax liabilities | 6,550,000 | ||
Total identifiable net assets | 24,425,675 | ||
Goodwill | $ 40,143,000 | 40,143,000 | |
Net assets | 64,568,675 | ||
Liberty Compassion Inc [Member] | Licenses And Permits [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets, net | $ 25,342,457 |
Intangible Assets And Goodwil_2
Intangible Assets And Goodwill - Summary Of Intangible Assets (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 492,723,295 | $ 470,274,815 |
Accumulated Amortization | 81,185,195 | 64,032,781 |
Net Book Value | 411,538,100 | 406,242,034 |
Licenses And Permits [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 366,784,694 | 343,135,736 |
Accumulated Amortization | 52,495,559 | 41,993,595 |
Net Book Value | 314,289,135 | 301,142,141 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 98,935,601 | 99,295,599 |
Accumulated Amortization | 19,259,650 | 13,455,178 |
Net Book Value | 79,675,951 | 85,840,421 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 24,438,000 | 25,258,000 |
Accumulated Amortization | 8,199,097 | 7,583,005 |
Net Book Value | 16,238,903 | 17,674,995 |
Non Competition Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,565,000 | 2,585,480 |
Accumulated Amortization | 1,230,889 | 1,001,003 |
Net Book Value | $ 1,334,111 | $ 1,584,477 |
Intangible Assets And Goodwil_3
Intangible Assets And Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Amortization | $ 9,819,320 | $ 8,836,933 | $ 20,046,391 | $ 17,755,100 |
Weighted average amortization period | 11 years 8 months 26 days |
Intangible Assets And Goodwil_4
Intangible Assets And Goodwill - Summary Of Estimated Annual Amortization Expense Related To Intangible Assets (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
Remainder of 2021 | $ 19,473,991 | |
2022 | 40,173,612 | |
2023 | 40,170,835 | |
2024 | 39,589,501 | |
2025 | 39,491,835 | |
Thereafter | 232,638,326 | |
Finite-Lived Intangible Assets, Net | $ 411,538,100 | $ 406,242,034 |
Intangible Assets And Goodwil_5
Intangible Assets And Goodwill - Summary Of Goodwill And Intangible Assets Disclosure (Detail) - USD ($) | Jun. 30, 2021 | Jun. 01, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | |||
Total Goodwill | $ 422,840,467 | $ 382,697,467 | |
Liberty Compassion Inc Member | |||
Goodwill [Line Items] | |||
Total Goodwill | 40,143,000 | $ 40,143,000 | |
Retail Segment [Member] | |||
Goodwill [Line Items] | |||
Total Goodwill | 138,709,535 | 130,680,935 | |
Retail Segment [Member] | Liberty Compassion Inc Member | |||
Goodwill [Line Items] | |||
Total Goodwill | 8,028,600 | ||
Consumer Packaged Goods Segment [Member] | |||
Goodwill [Line Items] | |||
Total Goodwill | 284,130,932 | $ 252,016,532 | |
Consumer Packaged Goods Segment [Member] | Liberty Compassion Inc Member | |||
Goodwill [Line Items] | |||
Total Goodwill | $ 32,114,400 |
Investments - Schedule Of Long
Investments - Schedule Of Long Term Investments (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Longterm Investments [Line Items] | ||
Beginning balance | $ 40,794,806 | $ 14,068,821 |
Additions | 18,135,615 | 525,000 |
Disposals | (18,417,089) | (169,818) |
Fair value adjustments | 18,754,321 | 26,370,803 |
Transfers out | 17,542,250 | 0 |
Ending balance | $ 41,725,403 | $ 40,794,806 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) | Jan. 15, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Investments [Line Items] | ||||||
Equity interest, fair value disclosure | $ 32,653,878 | $ 32,653,878 | $ 37,249,189 | |||
Proceeds from sale of equity interest in privately held entity | $ 18,112,500 | |||||
Equity interest, fair value adjustment | 13,517,189 | 13,517,189 | ||||
Investment in private held equity interest | 12,335,635 | |||||
Investment in privately held, fair value Adjustment | 4,110,378 | |||||
Unrealized gains and (losses) recognized on equity investments held | 18,351,672 | $ 18,733,067 | 198,572 | $ (17,035) | ||
Cannabis Companies [Member] | ||||||
Investments [Line Items] | ||||||
Equity interest, fair value disclosure | $ 41,725,403 | $ 41,725,403 | $ 40,794,806 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Operating lease expense | $ 8,276,399 | $ 8,173,125 | $ 16,027,698 | $ 12,430,640 |
Florida And Lllinois [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Operating lease expense | $ 300,229 | $ 386,787 | $ 595,432 | $ 734,323 |
Maximum [Member] | Florida And Lllinois [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Lease term | 15 years | 15 years | ||
Minimum [Member] | Florida And Lllinois [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Lease term | 7 years | 7 years |
Leases - Schedule Of Other Info
Leases - Schedule Of Other Information Related To Operating Leases (Detail) | Jun. 30, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Weighted average remaining lease term (years) | 11 years 11 months 12 days | 12 years 1 month 6 days |
Weighted average discount rate | 13.97% | 13.70% |
Leases - Lessee Operating Lease
Leases - Lessee Operating Lease Liability Maturity (Detail) | Jun. 30, 2021USD ($) |
Lessee, Lease, Description [Line Items] | |
Remainder of 2021 | $ 15,090,576 |
2022 | 30,672,423 |
2023 | 30,652,273 |
2024 | 30,027,977 |
2025 | 27,793,464 |
2026 and Thereafter | 277,968,004 |
Total Lease Payments | 412,204,716 |
Less: Interest | (240,204,971) |
Present Value of Lease Liability | 171,999,745 |
Third Party [Member] | |
Lessee, Lease, Description [Line Items] | |
Remainder of 2021 | 14,431,765 |
2022 | 29,923,298 |
2023 | 30,454,945 |
2024 | 29,722,890 |
2025 | 27,470,590 |
2026 and Thereafter | 277,789,291 |
Total Lease Payments | 409,792,779 |
Less: Interest | (238,783,784) |
Present Value of Lease Liability | 171,008,995 |
Related Party [Member] | |
Lessee, Lease, Description [Line Items] | |
Remainder of 2021 | 658,811 |
2022 | 749,125 |
2023 | 197,328 |
2024 | 305,087 |
2025 | 322,874 |
2026 and Thereafter | 178,713 |
Total Lease Payments | 2,411,937 |
Less: Interest | (1,421,187) |
Present Value of Lease Liability | $ 990,750 |
Notes Payable - Schedule of Deb
Notes Payable - Schedule of Debt (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 197,617,846 | $ 99,054,979 |
Less: current portion of notes payable | (581,436) | (341,983) |
Notes payable, net of current portion | 197,036,410 | 98,712,996 |
Acquired Debt [member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 1,331,053 | 717,430 |
Private Placement Debt May 22, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 0 | 94,955,094 |
Private Placement Debt April 30, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 192,975,932 | 0 |
Mortgage Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 3,310,861 | $ 3,382,455 |
Notes Payable - Schedule of D_2
Notes Payable - Schedule of Debt (Parenthetical) (Detail) - USD ($) | Apr. 30, 2021 | May 22, 2019 | Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Charitable Contribution Quarterly Payment | $ 200,000 | $ 50,000 | ||||
Charitable Contribution, Date Of Last Payment | May 2024 | October 2024 | ||||
Debt Instrument Interest Rate | 7.00% | 2.17% | ||||
Private Placement Debt May 22, 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument Interest Rate | 12.00% | |||||
Debt Issuance Date | May 22, 2019 | |||||
Debt face value | $ 105,466,429 | |||||
Debt Maturity Date | May 22, 2023 | |||||
Debt Instrument Carrying Amount | $ 9,045,187 | $ 10,511,335 | ||||
Private Placement Debt April 30, 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument Interest Rate | 7.00% | |||||
Debt Issuance Date | Apr. 30, 2021 | |||||
Debt face value | $ 216,734,258 | |||||
Debt Maturity Date | Apr. 30, 2024 | |||||
Debt Instrument Carrying Amount | $ 23,758,326 | |||||
Mortgage Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face value | $ 3,607,000 | |||||
Debt Maturity Date | Jun. 5, 2035 | |||||
Debt Instrument Carrying Amount | $ 168,181 | 174,223 | ||||
Debt Instrument, Annual Principal Payment | $ 127,958 | $ 50,322 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | Apr. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2017 |
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 2.17% | ||
Debt held by related parties | 1.00% | |||
Debt held by unrelated third-parties | 99.00% | |||
Minimum [Member] | ||||
Percentage Comparison of Present Value Remaining Cash Flows | 10.00% | |||
Senior Secured Note Due May 2023 [Member] | ||||
Debt Instrument, Face Amount | $ 216,734,258 | |||
Proceeds from Issuance of Secured Debt | $ 33,265,742 | |||
Debt Instrument, Frequency of Periodic Payment | The Notes have a maturity date of April 30, 2024 and bear interest from the date of issue of 7.00% per annum, payable quarterly, with an option, at the discretion of the Company, to extend for an additional 12 months. | |||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 1,459,044 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 32.68 | |||
Senior Secured Note Due May 2023 [Member] | Maximum [Member] | ||||
Proceeds from Issuance of Secured Debt | $ 105,466,429 |
Warrants - Schedule of Stockhol
Warrants - Schedule of Stockholders' Equity Note, Warrants or Rights (Detail) - 6 months ended Jun. 30, 2021 | $ / sharesshares | $ / sharesshares |
Liability Classified Warrant [member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Beginning Balance | shares | 2,485,794 | 2,485,794 |
Number of Shares, Issued | shares | 0 | 0 |
Number of Shares, Exercised | shares | (226,271) | (226,271) |
Number of Shares, Expired | shares | (109,482) | (109,482) |
Number of Shares, Ending Balance | shares | 2,150,041 | 2,150,041 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 18.45 | |
Weighted average exercise price, Issued | $ / shares | 0 | |
Weighted Average Exercise Price, Exercised | $ / shares | 18.01 | |
Weighted Average Exercise Price, Expired | $ / shares | 22.90 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 18.27 | |
Weighted Average Contractual Life, Beginning Balance | 3 years 4 months 24 days | 3 years 4 months 24 days |
Weighted Average Contractual Life, Issued | ||
Weighted Average Contractual Life, Exercised | 3 years 3 days | 3 years 3 days |
Weighted Average Contractual Life, Expired | 1 year 3 months 10 days | 1 year 3 months 10 days |
Weighted Average Contractual Life, Ending Balance | 2 years 11 months 1 day | 2 years 11 months 1 day |
Equity Classified Warrant [member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Beginning Balance | shares | 35,000 | 35,000 |
Number of Shares, Issued | shares | 1,459,044 | 1,459,044 |
Number of Shares, Exercised | shares | 0 | 0 |
Number of Shares, Expired | shares | 0 | 0 |
Number of Shares, Ending Balance | shares | 1,494,044 | 1,494,044 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 9.10 | |
Weighted average exercise price, Issued | $ / shares | 32.68 | |
Weighted Average Exercise Price, Exercised | $ / shares | 0 | |
Weighted Average Exercise Price, Expired | $ / shares | 0 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 32.13 | |
Weighted Average Contractual Life, Beginning Balance | 3 years 11 months 4 days | 3 years 11 months 4 days |
Weighted Average Contractual Life, Issued | 4 years 10 months 2 days | 4 years 10 months 2 days |
Weighted Average Contractual Life, Exercised | ||
Weighted Average Contractual Life, Expired | ||
Weighted Average Contractual Life, Ending Balance | 4 years 9 months 21 days | 4 years 9 months 21 days |
Warrants - Schedule Of Fair Val
Warrants - Schedule Of Fair Value Of Warrant Liability (Detail) - Liability Classified Warrant [member] | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2021$ / shares | Jun. 30, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | |
Class of Warrant or Right [Line Items] | ||||
Warrants Outstanding | shares | 2,150,041 | 2,485,794 | ||
Warrant Liability | $ 47,464,750 | $ 39,454,000 | ||
Change in Fair value of warrants liability | $ 8,010,750 | |||
Bridge Financing Warrants [member] | ||||
Class of Warrant or Right [Line Items] | ||||
Strike Price | $ / shares | $ 22.90 | |||
Warrants Outstanding | shares | 109,482 | |||
Warrant Liability | $ 1,789,250 | 2,544,500 | ||
Change in Fair value of warrants liability | (755,250) | |||
Private Placement Financing Warrants [member] | ||||
Class of Warrant or Right [Line Items] | ||||
Strike Price | $ / shares | 19.39 | |||
Warrants Outstanding | shares | 1,641,301 | |||
Warrant Liability | $ 35,613,000 | 28,756,500 | ||
Change in Fair value of warrants liability | 6,856,500 | |||
Modification Warrants [member] | ||||
Class of Warrant or Right [Line Items] | ||||
Strike Price | $ / shares | 12.04 | |||
Warrants Outstanding | shares | 323,910 | |||
Warrant Liability | $ 8,198,500 | 6,630,000 | ||
Change in Fair value of warrants liability | 1,568,500 | |||
Additional Modification Warrants [member] | ||||
Class of Warrant or Right [Line Items] | ||||
Strike Price | $ / shares | $ 14.03 | |||
Warrants Outstanding | shares | 75,348 | |||
Warrant Liability | $ 1,864,000 | $ 1,523,000 | ||
Change in Fair value of warrants liability | $ 341,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Liability Classified Warrant [member] | Other Income (Expense) [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrant liability loss | $ 2,160,079 | $ 8,010,750 | $ 6,262,500 | $ 1,120,343 |
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] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Volatility | Minimum [member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 62.80 | 62.80 | 72.19 | |
Volatility | Maximum [member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 77.17 | 77.17 | 79.10 | |
Remaining Term | Minimum [member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding measurement Input term | 1 year 3 months 10 days | 1 year 9 months 10 days | ||
Remaining Term | Maximum [member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding measurement Input term | 3 years 10 months 20 days | 4 years 4 months 20 days | ||
Risk Free Rate | Minimum [member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 0.44 | 0.44 | 0.20 | |
Risk Free Rate | Maximum [member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 0.79 | 0.79 | 0.28 |
Warrants - Fair Value Of The Eq
Warrants - Fair Value Of The Equity Classified Warrants (Detail) - Equity Classified Warrant [member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 1,494,044 | 35,000 |
Warrant Liability | $ 22,439,880 | $ 181,272 |
Dispensary Mortgage Warrants [member] | ||
Class of Warrant or Right [Line Items] | ||
Strike Price | $ 9.10 | |
Warrants Outstanding | 35,000 | |
Warrant Liability | $ 181,272 | 181,272 |
Private Placement Refinancing Warrants [member] | ||
Class of Warrant or Right [Line Items] | ||
Strike Price | $ 32.68 | |
Warrants Outstanding | 1,459,044 | |
Warrant Liability | $ 22,258,608 | $ 0 |
Warrants - Schedule Of Fair V_3
Warrants - Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Equity Classified Warrants (Detail) - Equity Classified Warrant [Member] | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Private Placement Refinancing Warrants [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant issuance date | Apr. 30, 2021 | |
Dispensary Mortgage Warrants [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant issuance date | Jun. 5, 2020 | |
Volatility | Private Placement Refinancing Warrants [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 73 | |
Volatility | Dispensary Mortgage Warrants [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 80 | |
Remaining Term | Private Placement Refinancing Warrants [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement Input term | 4 years | 5 years |
Risk Free Rate | Private Placement Refinancing Warrants [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.74 | |
Risk Free Rate | Dispensary Mortgage Warrants [member] | ||
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) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Class of Stock [Line Items] | |||
Distribution of Contingent Consideration | 11,227,642 | 20,194,899 | |
Subordinate Voting Shares [member] | |||
Class of Stock [Line Items] | |||
Beginning balance | 178,113,221 | ||
Issuance of registered shares pursuant to S-1 | 4,693,991 | ||
Issuance of shares under business combinations and investments | 1,917,214 | ||
Distribution of Contingent Consideration | 412,744 | ||
Distribution of deferred shares | 146,315 | ||
Issuance of shares upon exercise of options and warrants | 783,415 | ||
Issuances of shares upon vesting of RSUs | 307,768 | ||
Warrants and shares issued in association with notes payable | 8,514 | ||
Shares issued for settlement of business dispute | 240,000 | ||
Exchange of shares | 1,163,500 | ||
Ending balance | 187,786,682 | ||
Multiple Voting Shares [member] | |||
Class of Stock [Line Items] | |||
Beginning balance | 40,289 | ||
Issuance of shares under business combinations and investments | 0 | ||
Distribution of Contingent Consideration | 0 | ||
Distribution of deferred shares | 0 | ||
Issuance of shares upon exercise of options and warrants | 0 | ||
Issuances of shares upon vesting of RSUs | 0 | ||
Warrants and shares issued in association with notes payable | 0 | ||
Shares issued for settlement of business dispute | 0 | ||
Exchange of shares | (635) | ||
Ending balance | 39,654 | ||
Super Voting Shares [member] | |||
Class of Stock [Line Items] | |||
Beginning balance | 312,031 | ||
Issuance of shares under business combinations and investments | 0 | ||
Distribution of Contingent Consideration | 0 | ||
Distribution of deferred shares | 0 | ||
Issuance of shares upon exercise of options and warrants | 0 | ||
Issuances of shares upon vesting of RSUs | 0 | ||
Warrants and shares issued in association with notes payable | 0 | ||
Shares issued for settlement of business dispute | 0 | ||
Exchange of shares | (11,000) | ||
Ending balance | 301,031 |
Share Capital - Share-based Pay
Share Capital - Share-based Payment Arrangement, Option, Activity (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Balance | 5,664,406 | |
Number of Share, Granted | 1,095,544 | |
Number of Shares, Exercised | (557,144) | |
Number of Shares, Forfeited | (383,443) | |
Number of Share, Vested | 2,635,677 | |
Number of Shares, Ending Balance | 5,819,363 | 5,664,406 |
Number of Share, Exercisable | 1,852,007 | |
Weighted Average Exercise Price, Balance | $ 11.91 | |
Weighted Average Exercise Price, Granted | 37.32 | |
Weighted Average Exercise Price, Exercised | 13.13 | |
Weighted Average Exercise Price, Forfeited | 12.59 | |
Weighted Average Exercise Price, Vested | 12.72 | |
Weighted Average Exercise Price, Ending Balance | 16.53 | $ 11.91 |
Weighted Average Exercise Price, Exercisable | $ 12.42 | |
Weighted Average Contractual Life, Balance | 4 years 18 days | 4 years 4 months 20 days |
Weighted Average Contractual Life, Granted | 4 years 7 months 28 days | |
Weighted Average Contractual Life, Exercisable | 4 years 3 days | |
Aggregate Intrinsic Value, Balance | $ 114,062,498 | $ 85,408,034 |
Aggregate Intrinsic Value, Exercised | 10,968,914 | |
Aggregate Intrinsic Value, Exercisable | $ 42,582,624 |
Share Capital - Schedule of Sha
Share Capital - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Risk-free interest rate, Minumum | 0.33% | 0.31% |
Risk-free interest rate, Maximum | 0.74% | 1.37% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 73.00% | 80.00% |
Minimum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Expected option life | 3 years | 3 years |
Maximum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Expected option life | 3 years 6 months | 5 years |
Share Capital - Non-vested Rest
Share Capital - Non-vested Restricted Stock Shares Activity (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Balance | 689,340 | |
Number of Shares, Granted | 89,666 | |
Number of Shares, Forfeited | (79,502) | |
Number of Shares, Vested | (307,768) | |
Number of Shares, Balance | 391,736 | |
Weighted Average Grant Date Fair Value, Balance | $ 16.77 | |
Weighted Average Grant Date Fair Value, Granted | 38.37 | $ 10.87 |
Weighted Average Grant Date Fair Value, Forfeited | 14.99 | |
Weighted Average Grant Date Fair Value, Vested | 21.39 | |
Weighted Average Grant Date Fair Value, Balance | $ 18.55 |
Share Capital - Schedule of Sto
Share Capital - Schedule of Stock-Based Compensation Expense (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-Based Compensation Expense | $ 5,672,683 | $ 5,700,144 | $ 9,703,338 | $ 10,773,886 |
Stock options expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-Based Compensation Expense | 3,709,080 | 2,904,127 | 6,337,938 | 5,595,284 |
Restricted Stock Units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-Based Compensation Expense | $ 1,963,603 | $ 2,796,017 | $ 3,365,400 | $ 5,178,602 |
Share Capital - Additional of I
Share Capital - Additional of Information (Detail) - USD ($) | Mar. 22, 2021 | Feb. 23, 2021 | Feb. 22, 2021 | Feb. 08, 2021 | Apr. 23, 2019 | Jun. 30, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Reduction in contingent liability | $ 412,949 | $ 17,565 | |||||||
Integral Associates LLC [Member] | |||||||||
Reduction in contingent liability | $ 7,750,000 | ||||||||
Business combination, contigent liability | 14,850,000 | $ 27,100,000 | |||||||
Non current liability | $ 4,950,000 | ||||||||
GTI New Jersey, LLC [Member] | |||||||||
Issuance of shares under business combinations and investments | 1,000,000 | 2,000,000 | |||||||
Business acquisition, equity interest issuable fair value | $ 2,000,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Cost Not yet Recognized, Amount | $ 28,327,907 | ||||||||
Cost Not yet Recognized, Period for Recognition | 2 years 18 days | ||||||||
Multiple Voting Shares [Member] | |||||||||
Conversion of Stock, Shares Issued | (635) | ||||||||
Common Stock, Shares, Outstanding | 39,654 | 40,289 | |||||||
Issuance of shares under business combinations and investments | 0 | ||||||||
Multiple Voting Shares [Member] | Conversion Of Multiple Voting Shares [member] | |||||||||
Conversion Of Stock, Shares Converted | 635 | ||||||||
Conversion of Stock, Shares Issued | 635 | ||||||||
Voting Rights | 100 | ||||||||
Subordinate Voting Shares [Member] | |||||||||
Conversion of Stock, Shares Issued | 1,163,500 | ||||||||
Common Stock, Shares, Outstanding | 187,786,682 | 178,113,221 | |||||||
Issuance of shares under business combinations and investments | 1,917,214 | ||||||||
Stock issued during period, shares, new issues | 4,693,991 | ||||||||
Subordinate Voting Shares [Member] | February Nine Two Thousand Twenty One | |||||||||
Stock issued during period, shares, new issues | 3,122,074 | ||||||||
Shares issued, price per share | $ 32.03 | ||||||||
Stock issued during period, value, issued for services | $ 100,000,030 | ||||||||
Subordinate Voting Shares [Member] | February Twenty Three Two Thousand Twenty One | |||||||||
Stock issued during period, shares, new issues | 1,571,917 | ||||||||
Shares issued, price per share | $ 35.50 | ||||||||
Stock issued during period, value, issued for services | $ 55,803,054 | ||||||||
Professional Fees | $ 304,944 | ||||||||
Subordinate Voting Shares [Member] | Integral Associates LLC [Member] | |||||||||
Issuance of shares under business combinations and investments | 412,744 | ||||||||
Issuance of shares under business combinations and investments, value | $ 12,672,681 | ||||||||
Business acquisition, equity interest measurement loss | $ 8,172,681 | ||||||||
Subordinate Voting Shares [Member] | Success Holdings [Member] | |||||||||
Issuance of shares under business combinations and investments | 146,315 | ||||||||
Issuance of shares under business combinations and investments, value | $ 1,825,597 | ||||||||
Shares forfeited | 780 | ||||||||
Shares forfieted value | $ 9,732 | ||||||||
Subordinate Voting Shares [Member] | GTI New Jersey, LLC [Member] | |||||||||
Issuance of shares under business combinations and investments | 1,038,307 | 30,414 | |||||||
Subordinate Voting Shares [Member] | GTII Stock and Incentive Plan [Member] | |||||||||
Percentage of maximum number of shares issued under the plan | 10.00% | ||||||||
Subordinate Voting Shares [Member] | Conversion Of Multiple Voting Shares [member] | |||||||||
Conversion of Stock, Shares Issued | 63,500 | ||||||||
Shares Available For Conversion | 3,965,400 | ||||||||
Subordinate Voting Shares [Member] | Conversion Of Super Voting Shares [member] | |||||||||
Conversion of Stock, Shares Issued | 1,100,000 | ||||||||
Super Voting Shares [Member] | |||||||||
Conversion of Stock, Shares Issued | (11,000) | ||||||||
Common Stock, Shares, Outstanding | 301,031 | 312,031 | |||||||
Issuance of shares under business combinations and investments | 0 | ||||||||
Super Voting Shares [Member] | Conversion Of Super Voting Shares [member] | |||||||||
Conversion Of Stock, Shares Converted | 11,000 | ||||||||
Conversion of Stock, Shares Issued | 11,000 | ||||||||
Voting Rights | 1,000 | ||||||||
Shares Available For Conversion | 30,103,100 |
Share Capital - Summary Of Weig
Share Capital - Summary Of Weighted Average Grant Date Fair Value And Intrinsic Value Of Options Exercised (Detail) | 6 Months Ended | |||
Jun. 30, 2021$ / shares | Jun. 30, 2021USD ($) | Jun. 30, 2020$ / shares | Jun. 30, 2020USD ($) | |
Stockholders' Equity Note [Abstract] | ||||
Weighted average grant date fair value (per share) of stock option units granted (CAD) | $ / shares | $ 14.80 | $ 4.41 | ||
Intrinsic value of stock option units exercised, using market price at exercise date (USD) | $ | $ 10,968,914 | $ 24,293 |
Share Capital - Summary Of We_2
Share Capital - Summary Of Weighted Average Grant Date Fair Value And Total Fair Value Of RSUs Vested (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Weighted Average Grant Date Fair Value And Total Fair Value Of RSUs Vested [Line Items] | ||
Weighted average grant date fair value (per share) of RSUs granted (CAD) | $ 38.37 | $ 10.87 |
Total fair value of RSUs vested, using market price at vest date (USD) | $ 9,254,928 | $ 650,463 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Income/(Loss) before Income Taxes | $ 53,301,523 | $ 3,614,778 | $ 95,612,669 | $ 13,000,218 |
Income Tax Expense (Benefit) | $ 30,026,732 | $ 15,378,715 | $ 60,882,910 | $ 28,527,715 |
Effective Tax Rate | 56.30% | 425.40% | 63.70% | 219.40% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 16.8 | $ 10.3 |
Other Income (Expense) - Schedu
Other Income (Expense) - Schedule of Other Nonoperating Income (Expense) (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Fair value adjustments on equity investments | $ 18,287,762 | $ 198,572 | $ 18,679,321 | $ 17,035 |
Loss on extinguishment of debt | (9,881,847) | 0 | 9,881,847 | 0 |
Fair value adjustments on variable note receivable | 0 | (5,600) | 0 | (815,937) |
Fair value adjustment on warrants issued | (2,160,079) | (6,262,500) | (8,010,750) | 1,120,343 |
Fair value adjustments on contingent consideration | 0 | (188,555) | (412,949) | (17,565) |
Earnings from equity method investments | 1,023,280 | 300,000 | 1,646,373 | 550,000 |
Other | (438,839) | 240,656 | (339,688) | 248,877 |
Total Other Income (Expense) | $ 6,830,277 | $ (5,717,427) | $ 1,680,460 | $ 1,068,683 |
Commitments and Contingencies -
Commitments and Contingencies - Additional of Information (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)Lawsuit | Dec. 31, 2020Lawsuit | |
Construction Commitments [member] | ||
Disclosure of Commitments and Contingencies [Line Items] | ||
Contractual obligation | $ | $ 48,510,000 | |
Pending Litigation [member] | ||
Disclosure of Commitments and Contingencies [Line Items] | ||
Loss contingency, number of plaintiffs | 0 | 0 |
Threatened Litigation [member] | ||
Disclosure of Commitments and Contingencies [Line Items] | ||
Loss contingency, number of plaintiffs | 0 | 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurements, Recurring and Nonrecurring (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $ 32,653,878 | $ 37,249,189 |
Financial Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 359,188,735 | 83,757,785 |
Investments | 41,725,403 | 40,794,806 |
Contingent Consideration Payable | (14,850,000) | (27,100,000) |
Warrant Liability | (47,464,750) | (39,454,000) |
Fair Value, Net Asset (Liability) | 338,599,388 | 57,998,591 |
Fair Value, Inputs, Level 1 [member] | Financial Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 359,188,735 | 83,757,785 |
Investments | 33,667,924 | 923,581 |
Contingent Consideration Payable | 0 | 0 |
Warrant Liability | 0 | 0 |
Fair Value, Net Asset (Liability) | 392,856,659 | 84,681,366 |
Fair Value, Inputs, Level 2 [member] | Financial Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 0 | 0 |
Investments | 0 | 0 |
Contingent Consideration Payable | 0 | 0 |
Warrant Liability | 0 | 0 |
Fair Value, Net Asset (Liability) | 0 | 0 |
Fair Value, Inputs, Level 3 [member] | Financial Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 0 | 0 |
Investments | 8,057,479 | 39,871,225 |
Contingent Consideration Payable | (14,850,000) | (27,100,000) |
Warrant Liability | (47,464,750) | (39,454,000) |
Fair Value, Net Asset (Liability) | $ (54,257,271) | $ (26,682,775) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Disclosure Text Block Supplement [Abstract] | ||
Notes Payable | $ 197,617,846 | $ 99,054,979 |
Notes Payable, Current | 581,436 | 341,983 |
Investments Fair Value | 32,653,878 | $ 37,249,189 |
Transfer between fair value levels, amount | $ 0 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | |||||
Current assets | $ 481,619,548 | $ 481,619,548 | $ 183,944,005 | ||
Current liabilities | 105,361,464 | 105,361,464 | 119,288,435 | ||
Chesapeake Alternatives LLC [member] | |||||
Variable Interest Entity [Line Items] | |||||
Net income | 0 | $ 1,778,794 | 0 | $ 2,959,266 | |
Chesapeake Alternatives LLC [member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Current assets | 0 | 0 | 32,307,718 | ||
Non-current assets | 0 | 0 | 3,367,360 | ||
Current liabilities | 0 | 0 | 23,362,255 | ||
Non-current liabilities | 0 | 0 | 768,573 | ||
Noncontrolling interests | 0 | 0 | 0 | ||
Equity attributable to Green Thumb Industries Inc. | 0 | 0 | 11,544,250 | ||
Revenues | 0 | 4,799,732 | 0 | 9,108,361 | |
Net income attributable to noncontrolling interests | 0 | 139,386 | 0 | 180,795 | |
Net income attributable to Green Thumb Industries Inc. | 0 | 1,639,408 | 0 | 2,778,471 | |
Illinois Disp LLC [member] | |||||
Variable Interest Entity [Line Items] | |||||
Net income | 1,716,822 | 1,818,603 | 3,282,917 | 2,546,836 | |
Illinois Disp LLC [member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Current assets | 5,048,014 | 5,048,014 | 3,738,868 | ||
Non-current assets | 3,465,136 | 3,465,136 | 3,657,392 | ||
Current liabilities | 1,194,653 | 1,194,653 | 336,970 | ||
Non-current liabilities | 438,213 | 438,213 | 461,926 | ||
Noncontrolling interests | 3,440,142 | 3,440,142 | 3,173,683 | ||
Equity attributable to Green Thumb Industries Inc. | 3,440,142 | 3,440,142 | 3,173,683 | ||
Revenues | 6,216,536 | 5,164,316 | 11,943,810 | 7,945,931 | |
Net income attributable to noncontrolling interests | 858,411 | 909,302 | 1,641,459 | 1,273,418 | |
Net income attributable to Green Thumb Industries Inc. | 858,411 | 909,301 | 1,641,458 | 1,273,418 | |
Other Non material VIEs [member] | |||||
Variable Interest Entity [Line Items] | |||||
Net income | 837,797 | 403,879 | 1,556,739 | 500,431 | |
Other Non material VIEs [member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Current assets | 2,456,440 | 2,456,440 | 2,362,572 | ||
Non-current assets | 2,140,394 | 2,140,394 | 2,281,839 | ||
Current liabilities | 425,822 | 425,822 | 1,563,224 | ||
Non-current liabilities | 741,753 | 741,753 | 783,356 | ||
Noncontrolling interests | 509,624 | 509,624 | 267,289 | ||
Equity attributable to Green Thumb Industries Inc. | 2,919,635 | 2,919,635 | $ 2,030,542 | ||
Revenues | 3,822,263 | 2,370,069 | 7,133,546 | 4,082,719 | |
Net income attributable to noncontrolling interests | 364,389 | 96,880 | 667,643 | 134,059 | |
Net income attributable to Green Thumb Industries Inc. | $ 473,408 | $ 306,999 | $ 889,096 | $ 366,372 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Revenues (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 221,871,812 | $ 119,639,924 | $ 416,302,396 | $ 222,242,526 |
Depreciation and Amortization | 15,072,992 | 14,239,913 | 30,066,413 | 26,945,085 |
Income Taxes | 30,026,732 | 15,378,715 | 60,882,910 | 28,527,715 |
Operating Segments [Member] | Consumer Packaged Goods Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 117,863,490 | 56,331,517 | 221,940,928 | 102,653,545 |
Depreciation and Amortization | 8,412,964 | 7,571,575 | 16,413,911 | 15,165,941 |
Income Taxes | 13,206,447 | 6,398,000 | 30,493,541 | 10,625,000 |
Operating Segments [Member] | Retail Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 150,115,879 | 87,541,572 | 280,224,597 | 163,503,022 |
Depreciation and Amortization | 6,660,028 | 6,668,338 | 13,652,502 | 11,779,144 |
Income Taxes | 16,820,285 | 8,980,715 | 30,389,369 | 17,902,715 |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (46,107,557) | (24,233,165) | (85,863,129) | (43,914,041) |
Depreciation and Amortization | 0 | 0 | 0 | 0 |
Income Taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill | $ 422,840,467 | $ 382,697,467 |
Intangible Assets Net | 411,538,100 | 406,242,034 |
Consumer Packaged Goods Segment [Member] | ||
Goodwill | 284,130,932 | 252,016,532 |
Retail Segment [Member] | ||
Goodwill | 138,709,535 | 130,680,935 |
Operating Segments [Member] | Consumer Packaged Goods Segment [Member] | ||
Goodwill | 284,130,932 | 252,016,532 |
Intangible Assets Net | 222,098,783 | 211,303,718 |
Operating Segments [Member] | Retail Segment [Member] | ||
Goodwill | 138,709,535 | 130,680,935 |
Intangible Assets Net | $ 189,439,317 | $ 194,938,316 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Aug. 01, 2021 | Jul. 01, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Subsequent Event [Line Items] | ||||||
Contingent consideration | $ 0 | $ (188,555) | $ (412,949) | $ (17,565) | ||
Subordinate Voting Shares [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of shares under business combinations and investments | 1,917,214 | |||||
Distribution of deferred shares | 146,315 | |||||
Subsequent Event [Member] | Dharma Pharmaceuticals LLC [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Date of acquisition | Jul. 1, 2021 | |||||
Acquisition in cash | $ 17,000,000 | |||||
Issuance of shares under business combinations and investments, value | $ 6,000,000 | |||||
Distribution of deferred shares | 229,878 | |||||
Subsequent Event [Member] | Dharma Pharmaceuticals LLC [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Contingent consideration | $ 65,000,000 | |||||
Subsequent Event [Member] | Dharma Pharmaceuticals LLC [Member] | Subordinate Voting Shares [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of shares under business combinations and investments | 2,298,779 | |||||
Issuance of shares under business combinations and investments, value | $ 76,000,000 | |||||
Subsequent Event [Member] | Summit Medical Compassion Center [Member] | Subordinate Voting Shares [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Date of acquisition | Aug. 1, 2021 | |||||
Issuance of shares under business combinations and investments | 2,387,807 | |||||
Issuance of shares under business combinations and investments, value | $ 71,000,000 | |||||
Distribution of deferred shares | 303,599 |