Goodwill and Intangible Assets Disclosure [Text Block] | 7. Retail Dispensary Santa Ana Retail Dispensary Clark County Cultivation and Production Clark County Master License Florida Cultivation Coalinga CA Other Intangibles Cultivation Coalinga CA Goodwill Other Total Gross carrying amount Balance, December 31, 2020 $ 6,151,343 $ 690,000 $ 709,798 $ - $ - $ - $ - $ 7,551,141 Additions - - - 55,846,866 - - - 55,846,866 Balance at December 31, 2021 6,151,343 690,000 709,798 55,846,866 - - - 63,398,007 Additions - - - - 13,180,000 25,802,688 30,000 39,012,688 Impairment loss (6,947,778 ) (25,802,688 ) (32,750,466 ) Balance at December 31, 2022 $ 6,151,343 $ 690,000 $ 709,798 $ 55,846,866 $ 6,232,222 $ - $ 30,000 $ 69,660,229 Amortization At December 31, 2020 $ - $ - $ - $ - $ - $ - $ - $ - Transfers & disposals - - - - - - - - At December 31, 2021 - - - - - - - - Additions - - - - 372,222 - - 372,222 At December 31, 2022 $ - $ - $ - $ - $ 372,222 $ - $ - $ 372,222 Carrying amount Balance at December 31, 2021 $ 6,151,343 $ 690,000 $ 709,798 $ 55,846,866 $ - $ - $ - $ 63,398,007 Balance at December 31, 2022 $ 6,151,343 $ 690,000 $ 709,798 $ 55,846,866 $ 5,860,000 $ - $ 30,000 $ 69,288,007 NGW Acquisition On March 2, 2022, 805. NGW was incorporated in 2011 The aggregate purchase price for the NGW transaction was $57,574,938 and consisted of $14,788 in cash consideration, $1,239,818 in replacement options and $56,320,332 in share consideration. The share consideration was comprised of 21,361,002 common shares of the Company at a fair value of $C3.34 March 2, 2022. The following table summarizes the allocation of consideration exchanged to the estimated fair value of the tangible and intangible assets acquired: Consideration paid: Cash $ 14,788 Issuance of 21,361,002 56,320,332 Issuance of 1,106,925 1,239,818 $ 57,574,938 Fair value of net assets acquired: Cash $ 1,493,922 Inventory 3,077,367 Accounts Receivable 1,374,142 Property, plant and equipment 16,229,350 Intangible assets 13,180,000 Goodwill 25,802,688 Accounts Payable and Accrued Liabilities (233,158 ) Income taxes payable (125,445 ) Deferred tax liability (3,223,928 ) $ 57,574,938 The purchase price allocations for the NGW transaction reflect various fair value estimates and analyses relating to the determination of fair value of certain tangible and intangible assets acquired and residual goodwill. The Company determined the estimated fair value of the acquired working capital, and identifiable intangible assets and goodwill after review and consideration of relevant information including discounted cash flow analyses, market data and management’s estimates, prepared by an independent valuation firm. The estimated fair value of acquired working capital was determined to approximate carrying value. The goodwill arising from the NGW transaction consists of expected synergies from combining operations of the Company and NGW, and intangible assets not None NGW’s state cannabis licenses and brands represented identifiable intangible assets acquired in the amounts of $11,840,000 and $1,340,000, respectively. The NGW cannabis licenses acquired have an indefinite life and as such will not three December 31, 2022, In connection with the NGW transaction, the Company expensed $1,238,379 of acquisition-related costs, which have been included in general and administrative expenses on the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. NGW's post-acquisition revenues, gross profit and net income included in the Company's results for the period since the closing of the transaction were $7,557,860, $373,025 and ($37,555). The following tables reflects the revenue, gross profit and comprehensive income (loss) that would have been reported if the acquisition had occurred at the beginning of the years indicated: Year Ended December 31, 2022 Year Ended December 31, 2021 As Reported NGW Pro Forma As Reported NGW Pro Forma Revenue, net of discounts $ 104,574,377 $ 870,651 $ 105,445,028 $ 119,493,435 $ 15,931,107 $ 135,424,542 Gross Profit 47,974,754 (131,700 ) 47,843,054 66,007,977 6,330,381 72,338,358 Comprehensive income (loss) for the period (48,980,300 ) (868,125 ) (49,848,425 ) (19,460,952 ) 1,254,529 (18,206,423 ) The carrying value of goodwill in each reporting unit is indicative of the expected growth and development of the business. In the fourth 2022, not zero December 31, 2022. The recoverable amount of the reporting unit to which goodwill is allocated and the asset group to which indefinite life intangibles are allocated were determined based on fair value using Level 3 ● Cash flows: Estimated cash flows were projected based on actual operating results from internal sources as well as industry and market trends. Estimated cash flows are primarily driven by sales volumes, selling prices and operating costs. The forecasts are extended to a total of six ● Terminal value growth rate: The terminal growth rate was based on historical and projected consumer price inflation, historical and projected economic indicators and projected industry growth; ● Post-tax discount rate: The post-tax discount rate is reflective of the reporting unit's Weighted Average Cost of Capital ("WACC"). The WACC was estimated based on the risk-free rate, equity risk premium, beta adjustment to the equity risk premium based on a direct comparison approach, an unsystematic risk premium, and after-tax cost of debt based on corporate bond yields; and ● Tax rate: The tax rates used in determining the future cash flows were those substantively enacted at the respective valuation date. The following table outlines the key assumptions used in calculating the recoverable amount for each CGU and operating segment tested for impairment as at December 31, 2022: Goodwill impairment testing Significant estimates used by management NGW Years of cash flows before terminal value 6 Discount rate 19.25% Terminal value multiple 5.8x Based on the results of the goodwill impairment test, the carrying value of the NGW reporting unit exceeded the fair value and the Company recognized a pre-tax impairment loss of $25,802,688 during the year ended December 31, 2022, Florida License Acquisition On September 28, 2021, October 1, 2021, The Company has capitalized $846,866 in costs incurred to secure the license pursuant to the license acquisition. |