Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 40-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | Cresco Labs Inc. |
Entity Central Index Key | 0001832928 |
Entity File Number | 000-56241 |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Interactive Data Current | Yes |
Document Annual Report | true |
Document Registration Statement | false |
ICFR Auditor Attestation Flag | false |
Entity Incorporation, State or Country Code | Z4 |
Entity Address, Address Line One | 400 W Erie St Suite 110 |
Entity Address, City or Town | Chicago |
Entity Address, Postal Zip Code | 60654 |
Entity Address, Country | IL |
City Area Code | 312 |
Local Phone Number | 929-0993 |
Audited Annual Financial Statements | true |
Annual Information Form | true |
Entity Tax Identification Number | 98-1505364 |
Auditor Name | Marcum LLP |
Auditor Firm ID | 688 |
Auditor Location | Chicago, IL, USA |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 400 W Erie St Suite 110 |
Entity Address, City or Town | Chicago |
Entity Address, Postal Zip Code | 60654 |
City Area Code | 312 |
Local Phone Number | 929-0993 |
Contact Personnel Name | Cresco Labs Inc. |
Entity Address, State or Province | IL |
Special Subordinate Voting Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 63,868,296 |
Subordinate Voting Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 207,033,270 |
Proportionate Voting Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 103,336 |
Super Voting Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 500,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 223,543 | $ 136,339 |
Restricted cash | 2,559 | 4,435 |
Accounts receivable, net | 43,379 | 29,943 |
Inventory, net | 136,643 | 67,183 |
Loans receivable, short-term | 1,312 | 2,438 |
Other current assets | 14,319 | 9,129 |
Total current assets | 421,755 | 249,467 |
Non-current assets: | ||
Property and equipment, net | 369,092 | 228,804 |
Right-of-use assets | 88,017 | 71,794 |
Intangible assets, net | 437,644 | 195,541 |
Loans receivable, long-term | 505 | 21,223 |
Investments | 5,912 | 4,360 |
Goodwill | 446,767 | 450,569 |
Deferred tax asset | 6,561 | 7,130 |
Other non-current assets | 4,210 | 3,708 |
Total non-current assets | 1,358,708 | 983,129 |
TOTAL ASSETS | 1,780,463 | 1,232,596 |
Current liabilities: | ||
Accounts payable | 32,278 | 23,231 |
Accrued liabilities | 95,442 | 130,469 |
Short-term borrowings | 19,928 | 25,924 |
Income tax payable | 46,949 | 36,067 |
Current portion of lease liabilities | 20,792 | 18,040 |
Deferred consideration, contingent consideration and other payables, short-term | 71,833 | 19,115 |
Derivative liabilities, short-term | 1,172 | |
Total current liabilities | 288,394 | 252,846 |
Non-current liabilities: | ||
Long-term notes payable and loans payable | 465,079 | 255,439 |
Derivative liabilities, long-term | 0 | 17,505 |
Lease liabilities | 118,936 | 74,468 |
Deferred tax liability | 85,666 | 41,202 |
Deferred consideration and contingent consideration, long-term | 17,651 | 7,247 |
Other long-term liabilities | 7,001 | 8,557 |
Total non-current liabilities | 694,333 | 404,418 |
TOTAL LIABILITIES | 982,727 | 657,264 |
COMMITMENTS AND CONTINGENCIES (Note 15) | ||
SHAREHOLDERS' EQUITY: | ||
Share capital | 1,597,715 | 802,264 |
Accumulated other comprehensive loss | (254) | (647) |
Accumulated deficit | (841,907) | (328,380) |
Equity of Cresco Labs Inc. | 755,554 | 473,237 |
Non-controlling interests | 42,182 | 102,095 |
TOTAL SHAREHOLDERS' EQUITY | 797,736 | 575,332 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 1,780,463 | $ 1,232,596 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Super Voting Shares [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Par value per share | $ 0 | $ 0 | |
Number of shares authorised | 500,000 | 500,000 | |
Number of shares issued | 500,000 | 500,000 | |
Number of shares outstanding | 500,000 | 500,000 | |
Subordinate Voting Shares [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Par value per share | $ 0 | $ 0 | |
Number of shares authorized unlimited | Unlimited | Unlimited | |
Number of shares issued | 270,033,270 | 270,033,270 | |
Number of shares outstanding | 194,085,616 | 194,085,616 | |
Proportionate Voting Shares [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Par value per share | $ 0 | $ 0 | |
Number of shares authorized unlimited | [1] | Unlimited | Unlimited |
Number of shares issued | 20,667,206 | 20,667,206 | |
Number of shares outstanding | 29,311,088 | 29,311,088 | |
Shares converted basis | 1-to-200 | ||
Special Subordinate Voting Shares [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Par value per share | $ 0 | $ 0 | |
Number of shares authorised | [2] | 639 | 639 |
Number of shares issued | 639 | 639 | |
Number of shares outstanding | 639 | 639 | |
Shares converted basis | 1-to-0.00001 | ||
[1] | Proportionate Voting Shares (“PVS”) presented on an “as-converted” basis to Subordinate Voting Shares (“SVS”) (1-to-200) | ||
[2] | Special Subordinate Voting Shares (“SSVS”) presented on an “as-converted” basis to SVS (1-to-0.00001) |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | ||
Revenue, net | $ 821,682 | $ 476,251 |
Costs of goods sold | 415,335 | 269,550 |
Gross profit | 406,347 | 206,701 |
Operating expenses: | ||
Selling, general and administrative | 317,804 | 228,946 |
Impairment loss | 305,894 | 1,217 |
Total operating expenses | 623,698 | 230,163 |
Loss from operations | (217,351) | (23,462) |
Other (expense) income: | ||
Interest expense, net | (51,211) | (31,229) |
Other income (expense), net | 13,031 | (8,295) |
(Loss) from equity method investments | (1,196) | (1,181) |
Total other (expense) income, net | (39,376) | (40,705) |
Loss before income taxes | (256,727) | (64,167) |
Income tax recovery (expense) | (40,107) | (28,604) |
Net (loss) | (296,834) | (92,771) |
Net income attributable to non-controlling interests, net of tax | 22,763 | 9,386 |
Net (loss) attributable to Cresco Labs Inc. | $ (319,597) | $ (102,157) |
Net (loss) per share-attributable to Cresco Labs Inc. shareholders: | ||
Basic and diluted (loss) per share | $ (1.22) | $ (0.49) |
Basic and diluted weighted-average number of shares outstanding | 262,326,138 | 210,465,988 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of comprehensive income [abstract] | ||
Net (loss) | $ (296,834) | $ (92,771) |
Items that may be reclassified subsequently to profit or loss: | ||
Foreign currency translation differences, net of tax | 393 | (647) |
Total comprehensive (loss) for the period | (296,441) | (93,418) |
Comprehensive income attributable to non-controlling interests, net of tax | 22,763 | 9,386 |
Total comprehensive (loss) attributable to Cresco Labs Inc. | $ (319,204) | $ (102,804) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Share capital [member] | Accumulated deficit [member] | Accumulated other comprehensive loss [member] | Non- controlling interests [member] |
Beginning Balance at Dec. 31, 2019 | $ 278,515 | $ 291,723 | $ (132,474) | $ 119,266 | |
Exercise of options and warrants | 3,238 | 3,238 | |||
Equity-based compensation | 8,565 | 8,565 | |||
Employee taxes on certain share-based payment arrangements | 2,825 | 2,825 | |||
Change in ownership interest | (249) | (249) | |||
Income tax reserve | (115) | (115) | |||
Payable pursuant to tax receivable agreements | (823) | (823) | |||
Tax benefit from shareholder redemptions | 967 | 967 | |||
Equity issued related to acquisitions | 436,168 | 436,168 | |||
Distributions to non-controlling interest holders | (66,395) | (49,602) | (16,793) | ||
Equity issuances | 6,054 | 6,054 | |||
Cresco LLC shares redeemed | 103,149 | (93,634) | (9,515) | ||
Foreign currency translation | (647) | $ (647) | |||
Net income (loss) | (92,771) | (102,157) | 9,386 | ||
Ending Balance at Dec. 31, 2020 | 575,332 | 802,264 | (328,380) | (647) | 102,095 |
Exercise of options and warrants | 6,947 | 6,947 | |||
Equity-based compensation | 28,215 | 28,215 | |||
Employee taxes on certain share-based payment arrangements | 11,458 | 11,458 | |||
Income tax reserve | 311 | 311 | |||
Payable pursuant to tax receivable agreements | (1,803) | (1,803) | |||
Tax benefit from shareholder redemptions | 1,983 | 1,983 | |||
Equity issued related to acquisitions | 380,452 | 380,452 | |||
Private placement issuance, net of costs | 123,469 | 123,469 | |||
Distributions to non-controlling interest holders | (47,708) | 25,877 | (1,985) | (71,600) | |
Equity issuances | 15,521 | 15,521 | |||
Cresco LLC shares redeemed | 203,332 | (192,256) | (11,076) | ||
Foreign currency translation | 393 | 393 | |||
Net income (loss) | (296,834) | (319,597) | 22,763 | ||
Ending Balance at Dec. 31, 2021 | $ 797,736 | $ 1,597,715 | $ (841,907) | $ (254) | $ 42,182 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (296,834) | $ (92,771) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 38,640 | 31,788 |
Amortization of operating lease assets | 6,309 | 4,967 |
Bad debt expense and provision expense for expected credit loss | 3,544 | 1,747 |
Shared-based compensation expense | 27,536 | 18,839 |
(Gain) loss on investments | (930) | 2,117 |
(Gain) on changes in fair value of deferred and contingent consideration | (14,775) | (2,029) |
(Gain) loss on derivative instruments and warrants | (16,663) | 8,500 |
(Gain), net of losses, on loans receivable | 0 | (921) |
Impairment loss | 305,894 | 1,194 |
Loss on inventory write-offs and provision | 2,669 | 3,259 |
Change in deferred taxes | (34,931) | (11,152) |
Accretion of discount and deferred financing costs on debt arrangements | 11,304 | 4,619 |
Loss on debt extinguishment | 10,342 | 0 |
Foreign currency loss | 730 | 1,521 |
Other losses, net of gains | 721 | 15,246 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (10,964) | (6,602) |
Inventory | (18,420) | (17,063) |
Other assets | (6,215) | (507) |
Accounts payable and accrued expenses | 21,155 | 15,351 |
Operating lease liabilities | (16,436) | (12,312) |
Other liabilities | (90) | 278 |
Income tax payable | 1,901 | 26,083 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 14,487 | (7,848) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (93,875) | (87,154) |
Purchase of intangibles | (3,178) | (2,105) |
Proceeds from sale and leaseback transactions and tenant improvement allowances | 33,157 | 45,945 |
Payment of acquisition consideration, net of cash acquired | (75,814) | (14,768) |
Proceeds from divestiture, net of cash transferred | 69 | 0 |
Receipts from collections of loans and advances | 2,000 | 0 |
Loans and advances for entities to be acquired | (26,292) | (6,667) |
NET CASH USED IN INVESTING ACTIVITIES | (163,933) | (64,749) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from January Offering | 124,105 | 0 |
Proceeds from exercise of stock options, warrants and sell-to-cover shares | 20,096 | 6,200 |
Proceeds from at-the-market offering | 0 | 3,521 |
Proceeds from the issuance of long-term debt | 387,000 | 186,000 |
Payment of debt, financing issuance costs, and non-extending lender fees | (6,461) | (7,605) |
Payment of debt prepayment and debt extinguishment costs | (16,202) | 0 |
Repayment of debt | (200,000) | (10,340) |
Payment of acquisition-related contingent consideration | 0 | (1,719) |
Acquisition of non-controlling interests | 0 | (203) |
Distributions to non-controlling interest redeemable unit holders and other members | (69,803) | (16,372) |
Payments for taxes related to net share settlements of restricted stock units | (143) | (8,672) |
Proceeds from financing lease transactions | 0 | 11,754 |
Principal payments on finance lease obligations | (3,587) | (1,078) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 235,005 | 161,486 |
Effect of exchange rate changes on cash and cash equivalents | (231) | (1,124) |
Net increase in cash and cash equivalents | 85,328 | 87,765 |
Cash and cash equivalents and restricted cash, beginning of year | 140,774 | 53,009 |
Cash and cash equivalents, end of year | 223,543 | 136,339 |
Restricted cash, end of year | 2,559 | 4,435 |
Cash and cash equivalents and restricted cash, end of year | 226,102 | 140,774 |
CASH PAID DURING THE YEAR: | ||
Income tax, net | 73,955 | 13,491 |
Interest | 39,118 | 29,183 |
NON-CASH TRANSACTIONS: | ||
Issuance of shares, stock options, and warrants under business combinations and acquisitions | 380,452 | 435,705 |
Non-cash consideration for business combination | 47,921 | 0 |
Non-controlling interests redeemed for equity | 11,074 | 11,389 |
Increase to net lease liability | 28,143 | 53,444 |
Liability incurred to purchase property and equipment and intangibles | 7,207 | 11,155 |
Cashless exercise of stock options and warrants | 3,879 | 2,784 |
Unpaid declared distributions to non-controlling interest redeemable unit holders | 36,450 | 63,994 |
Liability incurred for debt, financing issuance costs and non-extending lender fees | 7,000 | 8,570 |
Issuance of shares for non-solicitation intangible asset | 3,000 | 0 |
Issuance of shares for settlement | $ 12,790 | $ 0 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Nature of Operations | NOTE 1. NATURE OF OPERATIONS Cresco Labs Inc. (“Cresco Labs” or the “Company”), formerly known as Randsburg International Gold Corp. was incorporated in the Province of British Columbia under the Company Act (British Columbia) on July 6, 1990. The Company is one of the largest vertically-integrated multi-state cannabis operators in the United States licensed to cultivate, manufacture, and sell retail and medical cannabis products primarily through Sunnyside* ® ® ® ® TM ® TM ® , ® The Company operates in and/or has ownership interests in Illinois, Pennsylvania, Ohio, California, Arizona, New York, Massachusetts, Michigan, Florida, and Maryland pursuant to the Illinois Compassionate Use of Medical Cannabis Pilot Program Act and the Illinois Cannabis Regulation and Tax Act; the Pennsylvania Compassionate Use of Medical Cannabis Act; the Ohio Medical Marijuana Control Program; the California Medicinal and Adult-Use Cannabis Regulation and Safety Act; the Arizona Medical Marijuana Act and the Smart and Safe Arizona Act; the New York Compassionate Care Act and the New York Marijuana Regulation and Tax Act; the Massachusetts Regulation and Taxation of Marijuana Act and the Medical Use of Marijuana Act; the Michigan Medical Marihuana Act, the Michigan Medical Marihuana Facilities Licensing Act, and the Michigan Regulation and Taxation of Marihuana Act; the Florida Compassionate Medical Cannabis Act; and the Maryland Medical Marijuana Act, respectively. On November 30, 2018, in connection with a reverse takeover (the “Transaction”), the Company (i) consolidated its outstanding Randsburg common shares on an 812.63 old for one (1) new basis, and (ii) filed an alteration to its Notice of Articles with the British Columbia Registrar of Companies to change its name from Randsburg to Cresco Labs Inc. and to amend the rights and restrictions of its existing classes of common shares, redesignate such classes as the class of Subordinate Voting Shares (“SVS”) and create the classes of Proportionate Voting Shares (“PVS”), and Super Voting Shares (“MVS”). Pursuant to the Transaction, among the Company (then Randsburg) and Cresco Labs, LLC, a series of transactions were completed on November 30, 2018, resulting in a reorganization of Cresco Labs, LLC and Randsburg in which Randsburg became the indirect parent and sole voting unitholder of Cresco Labs. The Transaction constituted a reverse takeover of Randsburg by Cresco Labs, LLC under applicable securities laws. Cresco Labs, LLC was formed as a limited liability company under the laws of the state of Illinois on October 8, 2013, and is governed by the Pre-Combination Pre-Combination On December 3, 2018, the Company began trading on the Canadian Securities Exchange under the ticker symbol “CL.” On March 6, 2019, Cresco Labs’ shares were approved to be quoted on the Over-the-Counter The Company’s head office is located at Suite 110, 400 W Erie St, Chicago, IL 60654. The registered office is located at Suite 2500, 666 Burrard Street, Vancouver, BC V6C 2X8. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Preparation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). (b) Basis of Measurement The accompanying consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for certain equity method investments as well as certain loans receivable, investments, derivative instruments, and contingent consideration, which are recorded at fair value. Historical cost is generally based upon the fair value of the consideration given in exchange for assets acquired and the contractual obligation for liabilities incurred. (c) Functional and Presentation Currency The Company’s functional currency and that of the majority of its subsidiaries is the United States (“U.S.”) dollar. The Company’s reporting currency is the U.S. dollar (“USD”). All references to “C$” refer to Canadian dollars. Foreign currency denominated assets and liabilities are re-measured period-end Assets and liabilities of foreign operations having a functional currency other than USD (e.g., C$) are translated at the rate of exchange prevailing at the reporting date; revenues and expenses are translated at the monthly average rate of exchange during the period. Gains or losses on translation of foreign subsidiaries and net investments in foreign operations are included in other comprehensive loss and Accumulated other comprehensive loss on the Consolidated Balance Sheets. (d) Basis of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries with intercompany balances and transactions eliminated upon consolidation. Subsidiaries are those entities over which the Company has the power over the investee; is exposed, or has rights, to variable involvement with the investee; and has the ability to use its power to affect its returns. The following are Cresco Labs’ wholly owned or controlled entities as of December 31, 2021: Entity Location Purpose Percentage Held Cresco Labs Inc. British Columbia, Canada Parent Company CannaRoyalty Corp. (Origin House) Ontario, Canada Holding Company 100 % Cali-AntiFragile Corp. California Holding Company 100 % Alta Supply Inc. (Continuum) California Distribution 100 % Kaya Management Inc. California Production 100 % River Distributing Co., LLC California Distribution 100 % FloraCal Farm s California Cultivation 100 % Cub City, LLC California Cultivation 100 % CRHC Holdings Corp. Ontario, Canada Holding Company 100 % Laurel Harvest Labs, LLC Pennsylvania Cultivation and Dispensary Facility 100 % JDRC Mount Joy, LLC Illinois Holding Company 100 % JDRC Scranton, LLC Illinois Holding Company 100 % Entity Location Purpose Percentage Held Bluma Wellness Inc. British Columbia, Canada Holding Company 100 % CannCure Investments Inc. Ontario, Canada Holding Company 100 % Cannabis Cures Investments, LLC Florida Holding Company 100 % 3 Boys Farm, LLC (One Plant Florida) Florida Cultivation, Production and Dispensary Facility 100 % Farm to Fresh Holdings, LLC Florida Cultivation, Production and Dispensary Facility 100 % Cresco U.S. Corp . Illinoi Manager of Cresco Labs, LLC 100 % MedMar Inc. Illinois Holding Company 100 % MedMar Lakeview, LLC Illinois Dispensary 88 % MedMar Rockford, LLC Illinois Dispensary 75 % Gloucester Street Capital, LLC New York Holding Company 100 % Valley Agriceuticals, LLC New York Operating Entity 100 % CMA Holdings, LLC Illinois Holding Company 100 % BL Real Estate, LLC Massachusetts Holding Company 100 % Cultivate Licensing LLC Massachusetts Cultivation, Production and Dispensary Facility 100 % Cultivate Worcester, Inc Massachusetts Dispensary 100 % Cultivate Leicester, Inc Massachusetts Cultivation, Production and Dispensary Facility 100 % Cultivate Framingham, Inc Massachusetts Dispensary 100 % Cultivate Burncoat, Inc Massachusetts Holding Company 100 % Cultivate Cultivation, Inc Massachusetts Cultivation and Production Entity 100 % Good News Holdings, LLC Illinois Holding Company 100 % Wonder Holdings, LLC Illinois Holding Company 100 % BW Maryland Holdings, LLC Illinois Holding Company 100 % CP Pennsylvania Holdings, LLC Illinois Holding Company 100 % Bay, LLC Pennsylvania Holding Company 100 % Bay Asset Management, LLC Pennsylvania Holding Company 100 % Ridgeback, LLC Colorado Holding Company 100 % Cresco Labs, LLC Illinois Operating Entity 57 % Cresco Labs Notes Issuer, LLC Illinois Holding Company Cresco Labs Ohio, LLC Ohio Cultivation, Production and Dispensary Facility 99 % Wellbeings, LLC Delaware CBD Wellness Product Development 100 % Cresco Labs SLO, LLC California Holding Company 100 % SLO Cultivation Inc. California Cultivation and Production Facility 80 % Cresco Labs Joliet, LLC Illinois Cultivation and Production Facility 100 % Cresco Labs Kankakee, LLC Illinois Cultivation and Production Facility 100 % Cresco Labs Logan, LLC Illinois Cultivation and Production Facility 100 % Cresco Labs PA, LLC Illinois Holding Company 100 % Cresco Yeltrah, LLC Pennsylvania Cultivation, Production and Dispensary Facility 100 % JDC Newark, LLC Ohio Holding Company 100 % Verdant Creations Newark, LLC Ohio Dispensary 100 % JDC Marion, LLC Ohio Holding Company 100 % Verdant Creations Marion, LLC Ohio Dispensary 100 % JDC Chillicothe, LLC Ohio Holding Company 100 % Verdant Creations Chillicothe, LLC Ohio Dispensary 100 % JDC Columbus, LLC Ohio Holding Company 100 % Care Med Associates, LLC Ohio Dispensary 100 % Cresco Labs Arizona, LLC Arizona Holding Company 100 % Arizona Facilities Supply, LLC Arizona/Maryland Cultivation, Production and Dispensary Facility 100 % Cresco Labs Tinad, LLC Illinois Holding Company 100 % PDI Medical III, LLC Illinois Dispensary 100 % Cresco Labs Phoenix Farms, LLC Illinois Holding Company 100 % Phoenix Farms of Illinois, LLC Illinois Dispensary 100 % JDC Elmwood, LLC Illinois Holding Company 100 % FloraMedex, LLC Illinois Dispensary 100 % Cresco Edibles, LLC Illinois Holding Company 100 % TSC Cresco, LLC Illinois Licensing 75 % Cresco HHH, LLC Massachusetts Cultivation, Production and Dispensary Facility 100 % Cresco Labs Michigan, LLC (a) Michigan Cultivation and Production Facility 85 % (a) Cresco Labs Michigan, LLC is 85% owned by related parties within management of the Company. Cresco U.S. Corp., which is wholly owned by the Company, is the sole manager of Cresco Labs, LLC; Cresco Labs, LLC is the sole owner and manager of Cresco Labs Notes Issuer, LLC. Therefore, the Company controls Cresco Labs Notes Issuer, LLC and has consolidated its results into the consolidated financial statements. Non-controlling as (e) Cash and Cash Equivalents Cash and cash equivalents include cash deposits in financial institutions and other deposits that are readily convertible into cash and cash on hand at locations. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. (f) Restricted Cash Restricted cash represents amounts held in escrow related to investments, acquisitions, and building improvements. (g) Accounts Receivable Accounts receivable are recorded net of allowance for doubtful accounts. The Company estimates the allowance for doubtful accounts based on contractual payment terms, actual payment history of its customers, current economic conditions, and individual customer circumstances. Accounts receivables are evaluated quarterly, and an allowance is recorded as needed. When a receivable is uncollectible, it is written off against the provision. Subsequent recoveries of amounts previously written off are credited to the Consolidated Statements of Operations. See Note 16 for further discussion. (h) Inventory Inventory is primarily composed of raw materials (cannabis and non-cannabis), Inventory is recorded at the lower of cost or net realizable value, with cost determined using the weighted-average cost method. For manufactured inventory, costs incurred during the growing and production of cannabis and cannabis-based products are capitalized as incurred to the extent that cost is less than net realizable value. These costs include, but are not limited to, materials, labor, overhead costs and depreciation expense on equipment involved in manufacturing, packaging, labeling, inspection and testing. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventory is written down to net realizable value or a reserve is recorded for inventory identified for disposal. (i) Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Land is recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful life of the asset. The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year-end Category Methodology Estimated Useful Life Leasehold Improvements Amortized over the lesser of the life of the lease or estimated 1 - 15 years Machinery and Equipment Over the estimated useful life of the asset 5 - 15 years Furniture and Fixtures Over the estimated useful life of the asset 3 - 8 years Vehicles Over the estimated useful life of the asset 5 years Website and Software Over the estimated useful life of the asset 3 - 7 years Computer Equipment Over the estimated useful life of the asset 3 - 7 years Buildings and Building Improvements Over the estimated useful life of the asset 5 - 39 years Repairs and maintenance that do not improve efficiency or extend economic life are charged to expense as incurred. (j) 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 or date of consolidation/control. Amortization of definite-lived intangible assets is recorded on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any. Costs incurred during the year to renew or extend the term of a recognized intangible asset are included within additions and are amortized on a straight-line basis over the useful lives of the permit or license renewal period. Intangible assets are amortized over the following terms: Category Estimated Useful Life Customer Relationships 7 - 19 years Non-Compete 4 - 5 years Trade Names 10 years Permit Application Fees 1 - 2 years Non-Solicitation 1 - 2 years The estimated useful lives and residual values are reviewed at each year end, and any changes in estimates are accounted for prospectively. Intangible assets that have an indefinite useful life are not subject to amortization. The Company’s indefinite-lived intangible assets consist of licenses which represent the future benefits associated with the Company’s cultivation, processing, and dispensary licenses. Absent such license intangibles, the Company cannot continue as a going concern and as such, there is no foreseeable limit to the period over which these assets are expected to generate future cash inflows to the Company. Definite-lived intangible assets are tested for impairment when there is an indication of impairment. Indefinite-lived intangible assets are tested for impairment annually or more frequently as warranted if events or changes in circumstances indicate impairment. For the purpose of impairment testing, goodwill and indefinite-lived intangible assets have been allocated to reporting units, determined based on the smallest identifiable group of assets that generate cash inflows and outflows that are largely independent of cash inflows from other assets or group of assets. (k) Equity Method Investments The Company determines how to account for investments based on the level of control or significant influence it has over the investee. If the Company determines it has control, then the investee is consolidated. Investees in which the Company has significant influence, but no control, are considered equity method investments. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but without control or joint control over those policies. Investments in equity method investments are accounted for using the equity method of accounting. Interests in equity method investments accounted for using the equity method are initially recognized at cost. The carrying value is then adjusted for the Company’s share of comprehensive loss, additional contributions to the investee and additional distributions from the investee. The carrying value of equity method investments is assessed for impairment at each balance sheet date. The Company’s investments in equity-accounted investees are classified within Investments in the Consolidated Balance Sheets. Investments in which the Company does not have significant influence or control are first recognized at cost. At each reporting period, the investment balances are adjusted to fair value, with changes in value recognized through profit and loss. See Note 6 for additional information on the Company’s Equity method investments. (l) Goodwill Goodwill represents the excess of the purchase price paid for the acquisition of a business over the fair value of the net assets acquired. Goodwill is allocated to the reporting unit or reporting units, which are expected to benefit from the synergies of the combination. Goodwill is not subject to amortization and is tested for impairment annually or more frequently as warranted if events or changes in circumstances indicate impairment may have occurred. For the purpose of impairment testing, goodwill and indefinite-lived intangible assets have been allocated to reporting units or groups of reporting units representing the lowest level at which the assets generate cash inflow and outflow independent of other assets. An impaired asset is written down to its estimated fair value based on the most recent information available. The Company assesses the fair values of its reporting unit using an income-based approach. Under the income approach, fair value is based on the present value of estimated future cash flows. The income approach is dependent on a number of factors, including forecasted revenues and expenses, appropriate discount rates and other variables. The impairment review, performed in October of each year, utilizes the estimated fair value of the intangible assets and the overall reporting unit and compares the estimated fair values to the carrying values as of the testing date. If the carrying value of these intangible assets or the reporting unit exceeds the fair values, the Company would then use the fair values to measure the amount of any required impairment charge. See Note 7 for additional details. As of December 31, 2021, the Company has no (m) Income Taxes Tax expense recognized in profit or loss is comprised of the sum of current and deferred taxes not recognized in other comprehensive loss or directly in equity. (i) Current Tax Current tax assets and/or liabilities are comprised of claims from, or obligations to, fiscal authorities relating to the current or prior reporting periods that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. (ii) Deferred Tax Deferred taxes are calculated using the asset and liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are always provided for in full. The measurement of deferred tax assets is reduced through a valuation allowance, if necessary, by the amount of any tax benefits that, based on available evidence, are more likely than not expected to be unrealized. Deferred tax assets and liabilities are offset only when the Company has a right and intention to offset current tax assets and liabilities from the same taxation authority. Changes in deferred tax assets or liabilities are recognized as a component of tax income or expense in profit or loss, except where they relate to items that are recognized in other comprehensive (loss) or directly in equity, in which case the related deferred tax is also recognized in other comprehensive (loss) or equity, respectively. As the Company operates in the cannabis industry, the Company is subject to the limits 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 (n) Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with Accounting Standards Codification (“ASC”) 820 Fair Value Measurements Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the inputs to the fair value measurements. The three levels of the hierarchy are: • 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 • Level 3 – Inputs for the asset or liability that are not based on observable market data. See Note 16 for additional details. (o) Loans Receivable The Company may provide financing to various related and non-related Receivables Financial Instruments (p) Leases The Company has entered into leases primarily for its corporate office, cultivation and processing facilities and dispensaries. At inception of a contract, the Company determines whether the contract includes a lease. A contract contains a lease if it includes enforceable rights and obligations under which the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. The Company recognizes a right-of-use The Company assesses at lease commencement whether it is reasonably certain to exercise extension or termination options. The Company reassesses its lease portfolio to determine whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control. The extension options which are considered reasonably certain to be exercised are mainly those for which operational decisions have been made that make the lease assets vital to the continued relevant business activities. Liabilities arising from a lease are initially measured at the present value of the lease payments not yet paid, which are then discounted using the Company’s incremental borrowing rate. Lease liabilities include the value of the following payments: (i) Fixed payments, including in-substance (ii) The exercise price of a purchase option if the Company is reasonably certain to exercise that option; and (iii) Penalties for early termination of the lease, if the lease term reflects the Company exercising an option to terminate the lease. The lease liability is subsequently measured at amortized cost using the effective interest method. The lease liability is decreased by cash paid net of interest expense incurred. The lease liability is remeasured when there is a change in future lease payments, or if the Company changes its assessment of whether it will exercise an extension, purchase, or termination option. ROU assets are measured at cost and are comprised of the following: (i) The amount of the initial measurement of lease liability; (ii) Lease payments made at or before the commencement date less any lease incentives received; (iii) Any initial direct costs; and (iv) An estimate of costs of dismantling and removing the underlying asset, restoring the site on which it is located or the underlying asset, if applicable. The ROU asset is depreciated on a straight-line basis from the commencement date to the end of the lease term. A fixed amount of rent expense is recognized on a straight-line basis over the lease term for operating leases. For finance leases, depreciation expense on the ROU asset and interest expense on the lease liability are recognized over the lease term. The value of the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain revaluations of the lease liability. In accordance with the guidance in ASC 842 Leases, the Company has elected not to recognize ROU assets and lease liabilities where the total lease term is less than or equal to twelve months. The payments for such leases are recognized as rent expense within Selling, general and administrative expenses or Cost of goods sold in the Consolidated Statements of Operations on a straight-line basis over the lease term. See Note 5 for additional information on leases. (q) Revenue Recognition Revenue is recognized by the Company in accordance with ASC 606 Revenue from Contracts with Customers In order to recognize revenue under ASC 606, the Company applies the following five (5) steps: • Identify a customer along with a corresponding contract; • Identify the performance obligation(s) in the contract to transfer goods to a customer; • Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods to a customer; • Allocate the transaction price to the performance obligation(s) in the contract; and • Recognize revenue when or as the Company satisfies the performance obligation(s). Revenue consists of wholesale and retail sales of cannabis and other cannabis-derived and related products. Wholesale and retail sales are both generally recognized at a point in time when control over the goods has been transferred to the customer and is recorded net of sales discounts. For retail sales, payment is typically due upon transferring the goods to the customer. For wholesale sales, payment is typically due upon transferring the goods to the customer or within a specified time period permitted under agreed-upon payment terms. Revenue is recognized upon the satisfaction of the performance obligation. The Company satisfies its performance obligation and transfers control upon delivery and acceptance by the customer. For some of its locations, the Company has customer loyalty programs where retail customers accumulate points based on their level of spending and use these points for discounts on cannabis and cannabis related products. These points are recorded as a contract liability until customers redeem their points for discounts. In addition, the Company records a performance obligation as a reduction of revenue based on the estimated probability of point redemption, which is calculated based on a standalone selling price and using historical redemption rates. Upon redemption, the loyalty program obligation is relieved, and the offset is recorded as revenue. In the event of a product recall, the expected value method is utilized to estimate the financial impact and a reduction of revenue is recorded. See Note 12 for additional information on revenue. (r) Excise Tax The Company recognizes excise tax and community benefit fees as Cost of goods sold or Selling, general and administrative expense based on whether the tax is generated on production of cannabis or as part of selling costs, respectively. (s) Share-Based Compensation The Company measures equity settled share-based payments based on their fair value at the grant date and recognizes compensation expense over the vesting period based on the Company’s estimate of equity instruments that will eventually vest. For awards with performance conditions, compensation expense is recognized over the service period of awards and adjusted for the probability of achievement of performance-based goals. Expected forfeitures are estimated at the date of grant and subsequently adjusted if further information indicates actual forfeitures may vary from the original estimate. The impact of the revision of the original estimate is recognized in profit or loss such that the cumulative expense reflects the revised estimate. For share-based payments granted to non-employees, (t) Earnings (Loss) Per Share Earnings (loss) per share (“EPS”) is calculated by dividing the net earnings or loss attributable to shareholders by the weighted average shares outstanding during the period. The Company presents basic and diluted EPS in the Consolidated Statements of Operations. Basic EPS is calculated by dividing the profit or loss attributable to shareholders by the weighted average number of shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the weighted average number of shares outstanding for the effects of all dilutive potential shares, which are comprised of redeemable Cresco Labs, LLC shares; options, warrants, and restricted stock units (“RSUs”) issued. Shares with anti-dilutive impacts are excluded from the calculation. The number of shares included with respect to redeemable shares, options, warrants, and RSUs is computed using the treasury stock method. Potentially dilutive shares as of December 31, 2021 and 2020, which were excluded from the calculation of diluted EPS for the periods presented consisted of the following: (in thousands) 2021 2020 Redeemable shares 115,136 136,077 Options 23,609 9,402 Warrants 9,842 532 RSUs 999 145 Total potentially dilutive shares 149,586 146,156 (u) Variable Interest Entities A variable interest entity (“VIE”) is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to control the entity’s activities or do not substantially participate in the gains and losses of the entity. Upon inception of a contractual agreement, and thereafter, if a reconsideration event occurs, the Company performs an assessment to determine whether the arrangement contains a variable interest in an entity and whether that entity is a VIE. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Under ASC 810 Consolidations (v) Business Combinations A business combination is a transaction or event in which an acquirer obtains control of one or more businesses and is accounted for by applying the acquisition method. The total consideration transferred in a business combination is the sum of the fair values of assets transferred, liabilities assumed, and equity interests and other consideration issued by the acquirer in exchange for control of the acquiree. The acquisition date is the date on which the Company obtains control of the acquiree. The identifiable assets acquired, and liabilities assumed are recognized at their acquisition date fair values, except for deferred taxes and share-based payment awards where ASC 805 Business Combinations Non-controlling (w) Critical Accounting Estimates, Judgments, and Assumptions The preparation of the Company’s consolidated financial statements under U.S. GAAP requires management to make estimates, judgments, and assumptions about the carrying amounts of certain assets and liabilities. Estimates and related assumptions are based on historical experience and other relevant factors. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis for reasonableness and relevancy. Where revisions are required, they are recognized in the period in which the estimate is revised for the current as well as future periods that are affected. Estimates, judgments, and assumptions that have the most significant effect on the amounts recognized in the accompanying consolidated financial statements are described below. (i) Expected Credit Loss (“ECL”) on Loans Receivable The Company calculates ECLs in accordance with ASC 326 Financial Instruments—Credit Losses using the Current ECL methodology. The Company develops a provision matrix and measures the expected credit losses based on lifetime expected credit losses, taking into consideration historical credit loss experience and financial factors specific to the debtors. In developing a provision matrix, the Company (1) determines the appropriate groupings of receivables into categories of shared credit risk characteristics, (2) determines historical loss rates, (3) considers forward-looking macro- economic factors and adjusts historical loss rates to reflect relevant future economic conditions, (4) calculates expected credit losses, and (5) concludes on the accounting implications. The inputs and models used for calculating expected credit losses may not always capture all characteristics of the market at the date of the financial statements. To reflect this, temporary, qualitative adjustments may be made using expert credit judgment. The allowance the Company records, if any, is the sum of these probability-weighted outcomes. (ii) Inventory In calculating final inventory values, management compares the inventory cost to estimated net realizable value. The net realizable value of inventories represents the estimated selling price of inventory in the ordinary course of business, less all estimated costs of completion and costs necessary to complete the sale. The determination of net realizable value requires significant judgment including consideration of factors such as shrinkage, the aging of and future demand for inventory and the future selling price the Company expects to realize by selling the inventory. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on sale could differ from estimates. Periodic reviews are performed on the inventory balance and the impact of changes in inventory reserves is recorded in Cost of goods sold. See Note 3 for additional information. (iii) Estimated Useful Lives, Depreciation of Property and Equipment, and Amortization of Intangible Assets Depreciation of property and equipment and amortization of definite-lived intangible assets are recorded on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any. Estimating useful lives of property and equipment and definite-lived intangible assets requires careful judgement. Inappropriate estimations could result in impairment losses recognized in later periods. Both property and equipment and intangible assets are reviewed for impairment periodically. (iv) Property and Equipment Impairment The Company evaluates the carrying value of long-lived assets throughout the reporting period, whenever there is indication that a long-lived asset is impaired. Such indicators include evidence of physical damage, indicators that the economic performance of the asset is worse than expected, or that the decline in asset value is more than the passage of time or normal use, or significant changes occur with an adverse effect on the Company’s business. If any such indication exists, the Company estimates the recoverable amount of the asset. An asset is impaired when its carrying amount exceeds its recoverable amount. The Company measures impairment based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. The fair value is determined primarily by using the projected future cash flows. Losses on long-lived assets to be disposed of are determined in a similar manner, except that the fair values are reduced based on an estimate of the cost to dispose or abandon. (v) Goodwill and Indefinite-Lived Intangible Asset Impairment Goodwill and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter and whenev |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Inventory | NOTE 3. INVENTORY Inventory as of December 31, 2021 and 2020, consisted of the following: ($ in thousands) 2021 2020 Raw materials $ 38,618 $ 23,203 Raw materials— non-cannabis 22,260 15,288 Work-in-process 26,561 7,530 Finished goods 49,204 21,162 Total Inventory $ 136,643 $ 67,183 The Company wrote off $2.7 million and $1.1 million of inventory during the years ended December 31, 2021 and 2020, respectively. These write-offs are included in Cost of goods sold presented on the Consolidated Statements of Operations. |
Property And Equipment
Property And Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Property And Equipment | NOTE 4. PROPERTY AND EQUIPMENT As of December 31, 2021 and 2020, Property and equipment consisted of the following: ($ in thousands) Land and Machinery Furniture Leasehold Website, Vehicles Construction Total Cost Balance as of January 1, 2020 $ 72,803 $ 15,650 $ 10,458 $ 41,638 $ 2,715 $ 715 $ 42,048 $ 186,027 Additions 6,278 5,915 4,820 5,198 2,414 879 45,193 70,697 Transfers 27,581 1,290 2,191 30,548 125 21 (61,756 ) — Disposals — (110 ) (33 ) (214 ) (24 ) — — (381 ) Sales related to sale and leaseback transactions (10,136 ) — — — — — (11,403 ) (21,539 ) Additions from acquisition — 455 473 11,069 585 331 5,166 18,079 Effect of foreign exchange and other adjustments — 6 (273 ) 130 (43 ) — (51 ) (231 ) As of December 31, 2020 $ 96,526 $ 23,206 $ 17,636 $ 88,369 $ 5,772 $ 1,946 $ 19,197 $ 252,652 Additions 7,873 5,772 4,484 12,339 1,650 921 63,413 96,452 Transfers 4,021 4,923 3,560 39,494 580 65 (52,646 ) (3 ) Disposals — (130 ) (407 ) (811 ) (23 ) (30 ) — (1,401 ) Additions from acquisition 39,106 5,279 834 12,448 111 377 12,839 70,994 Effect of foreign exchange and other adjustments (642 ) (82 ) 120 939 58 (21 ) 44 416 As of December 31, 2021 $ 146,884 $ 38,968 $ 26,227 $ 152,778 $ 8,148 $ 3,258 $ 42,847 $ 419,110 Accumulated depreciation Balance as of January 1, 2020 $ (511 ) $ (1,248 ) $ (994 ) $ (3,142 ) $ (743 ) $ (160 ) $ — $ (6,798 ) Depreciation (1,522 ) (1,987 ) (2,205 ) (10,197 ) (1,263 ) (333 ) — (17,507 ) Sales related to sale and leaseback transactions — — — 457 — — — 457 As of December 31, 2020 $ (2,033 ) $ (3,235 ) $ (3,199 ) $ (12,882 ) $ (2,006 ) $ (493 ) $ — $ (23,848 ) Depreciation (5,465 ) (3,603 ) (4,387 ) (10,358 ) (1,882 ) (588 ) — (26,283 ) Disposals — 74 140 297 13 19 — 543 Adjustments — (57 ) (133 ) (206 ) (52 ) 18 — (430 ) As of December 31, 2021 $ (7,498 ) $ (6,821 ) $ (7,579 ) $ (23,149 ) $ (3,927 ) $ (1,044 ) $ — $ (50,018 ) Net book value As of December 31, 2020 $ 94,493 $ 19,971 $ 14,437 $ 75,487 $ 3,766 $ 1,453 $ 19,197 $ 228,804 As of December 31, 2021 $ 139,386 $ 32,147 $ 18,648 $ 129,629 $ 4,221 $ 2,214 $ 42,847 $ 369,092 As of December 31, 2021 and 2020, costs related to construction at the Company’s facilities and dispensaries were capitalized in construction in progress and not depreciated. Depreciation will commence when construction is completed, and the facilities and dispensaries are available for their intended use. Land costs at each balance sheet date are included in Land and Buildings. Depreciation of $26.3 million and $17.5 million was incurred during the years ended December 31, 2021 and 2020, respectively, of which $6.5 million and $4.1 million, respectively, is included in Selling, general and administrative expenses, with the remainder in Cost of goods sold and ending inventory. As of December , and , ending inventory includes $ million and $ million of capitalized depreciation, respectively. For the years ended December , and , $ million and $ million, respectively, of depreciation was recorded to Cost of goods sold, which includes $ million and $ million, respectively, related to depreciation capitalized to inventory in prior years. There were impairment losses related to property and equipment for the years ended December , and , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Leases | NOTE 5. LEASES The Company is the lessee in all of its leasing arrangements and has entered into leases primarily for its corporate offices, cultivation and processing facilities, and dispensaries. Depending upon the type of lease, the original lease terms generally range from less than 1 year to 20 years. Certain leases include renewal options ranging from less than one year to 35 years. The Company is reasonably certain to exercise renewal options ranging from 1 year to 10 years on certain leases. As operating and finance leases through acquisitions. See Note 10 for additional details on these acquisition transactions. During March 2021, the Company’s ROU assets and lease liabilities were reduced due to the derecognition of 26 operating leases in connection with the sale of 180 Smoke. Total lease-related interest expense of $ million and $ million was recorded for the years ended December 31, 2021 and 2020, respectively. Total finance lease asset depreciation of $ million and $ million was recorded for the years ended December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, $ million and $ million, respectively, of leasing depreciation is included in Selling, general and administrative expense with the remainder in Cost of goods sold and ending inventory. Total rent expense related to operating leases of $17.7 million and $ million was recorded for the years ended December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, $ million and $ million, respectively, of rent expense is included in Selling, general and administrative expense with the remainder in Cost of goods sold and ending inventory. The Company has received tenant improvement allowance reimbursements of $28.6 million and $24.3 million across all finance and operating leasing arrangements for the years ended December 31, 2021 and 2020, respectively, and has received tenant improvement allowance reimbursements of $7.5 million and $3.0 million for other financing transactions for the years ended December 31, 2021 and 2020, respectively. The Company expects to receive an additional $8.4 million from lease transactions and $0.3 million from other financing transactions in future periods. Some leases contain variable lease payments based on an index or rate. These rates are initially measured using the index or rate in effect at lease commencement, and changes to index-based lease payments are recognized in profit or loss in the period of the change and are immaterial. As of December 31, 2021 and 2020, ending inventory includes $0.1 million and $0.2 million, respectively, of capitalized depreciation and rent expense. For the years ended December 31, 2021 and 2020, $0.4 million and $0.6 million, respectively, of depreciation and rent expense was recorded to Cost of goods sold, which includes $0.2 million and $0.4 million, respectively, related to depreciation and rent expense capitalized to inventory in prior years. The Company has elected not to recognize ROU assets and $2.1 million and $1.1 million in rent expense for the years ended December 31, 2021 and 2020, respectively, within Selling, general and administrative expenses. The Company recognizes this expense on a straight-line basis over the lease term. In the prior year, the Company was the lessor in three real estate operating leasing arrangements and one equipment finance leasing arrangement. For the year ended December 31, 2020, the Company recorded rental income in Other (expense) income, net of $ million in relation to the operating leases. In conjunction with the acquisition of Verdant dispensaries, these lessor arrangements were discontinued, and the associated rental income for the year ended December 31, 2021, is immaterial (see Note 10 for information on the Verdant acquisition). At December 31, 2020, deferred rent receivable for operating and finance leases were also immaterial. As of December 31, 2020, the Company had outstanding sublease receivables. During the year ended December 31, 2021, the Company entered into no financing or sale and leaseback transactions. During the year ended December 31, 2020, the Company entered into financing and sale and leaseback transactions in the following locations: • Yellow Springs, Ohio—Cultivation and processing facilities (financing) • Elmwood Park, Illinois—Dispensary (financing) • Marshall, Michigan—Cultivation and processing facility (sale and leaseback) • Chicago, Illinois—Retail facility (sale and leaseback) • Fall River, Massachusetts—Cultivation and dispensary facility (sale and leaseback) Closing costs and settlement fees totaled $ million. Selling prices totaled $ million for these transactions, net of transaction costs. ROU assets increased by $ million, lease liabilities increased by $ million, and financing liabilities increased by $ million. Expected tenant improvement allowances totaled $ million, net of $ million in fees. Additional information for each transaction in 2020 is presented below. Financing Transactions • On January 24, 2020, the Company closed on a financing transaction to sell its Yellow Springs, Ohio processing facility to Innovative Industrial Properties, Inc. (“IIP”). Under a long-term agreement, the Company has leased back the facility and continues to operate and manage it. The selling price for the property was $ 10.4 • On April 2, 2020, the Company closed on a financing transaction to sell its Elmwood Park, Illinois dispensary to CHP Elmwood Park. Under a long-term agreement, the Company has leased back the dispensary and continues to operate and manage it. The selling price for the property was $1.4 million, net of transaction costs. The lease has a term of 10 years and was recorded as a financing liability totaling $1.5 million. Sale and Leaseback Transactions • On April 22, 2020, the Company closed on a sale and leaseback transaction to sell its Marshall, Michigan processing facility to IIP. Under a long-term agreement, the Company has leased back the facility and continues to operate and manage it. The selling price for the property was $4.5 million, net of transaction costs. The Company is making certain improvements to the property that will significantly enhance production capacity, for which IIP has agreed to provide reimbursement of up to $27.0 million. Assuming full reimbursement for such improvements, IIP’s total investment in the properties will be $31.5 million. The lease has a term of 15 years and was recorded as an operating lease which resulted in a ROU asset and related lease liability of $2.2 million with an additional financing component totaling $1.1 million. • On June 26, 2020, the Company closed on a sale and leaseback transaction to sell its Chicago, Illinois retail facility to Clear Height Properties (“CHP”). Under a long-term agreement, the Company has leased back the retail facility and continues to operate and manage it. The selling price for the property was $7.2 million, net of transaction costs. Additional improvements for the property total $2.5 million, assuming full funding, increasing the total investment to $9.7 million. The lease has a term of 10 years and was recorded as an operating lease which resulted in a ROU asset of $6.6 million and related lease liability of $4.1 million. • On June 30, 2020, the Company closed on a sale and leaseback transaction to sell its Fall River, Massachusetts processing facility to IIP. Under a long-term agreement, the Company has leased back the facility and continues to operate and manage it. The selling price for the property was $6.4 million, net of transaction costs. The Company is making certain improvements to the property that will significantly enhance production capacity, for which IIP has agreed to provide reimbursement of up to $21.0 million. Assuming full reimbursement for such improvements, IIP’s total investment in the properties will be $27.4 million. The lease has a term of 20 years and was recorded as an operating lease which resulted in a ROU asset and related lease liability of $6.3 million with an additional financing component totaling $0.3 million. As part of the transaction, loan As of December 31, 2021, maturities of lease liabilities were as follows: ($ in thousands) Total Operating Finance Leases 2022 $ 24,242 $ 18,971 $ 5,271 2023 24,260 18,832 5,428 2024 24,593 18,989 5,604 2025 26,102 20,348 5,754 2026 26,423 20,528 5,895 Thereafter 207,288 174,141 33,147 Total lease payments $ 332,908 $ 271,809 $ 61,099 Less: imputed interest (184,810 ) (154,871 ) (29,939 ) Less: tenant improvement allowance (8,370 ) (7,671 ) (699 ) Present value of lease liabilities 139,728 109,267 30,461 Less: current lease liabilities (20,792 ) (16,348 ) (4,444 ) Present value of long-term lease liabilities $ 118,936 $ 92,919 $ 26,017 As of December 31, 2021 and 2020, the Company had long-term financing liabilities of $87.6 million and $80.4 million, respectively. During 2021, the million related to these liabilities. During 2020, the Company recorded interest payments of $10.9 million and interest expense of $10.6 million. As of December 31, 2021, maturities of finance liabilities were as follows: ($ in thousands) Financing 2022 $ 12,881 2023 13,204 2024 13,535 2025 13,875 2026 14,223 Thereafter 126,445 Total finance payments $ 194,163 Less: interest (96,094 ) Less: tenant improvement allowance (273 ) Present value of finance liabilities 97,796 Less: short-term finance liabilities (10,217 ) Present value of long-term finance liabilities $ 87,579 Other information related to leases as of and for the years ended December 31, 2021 and 2020 was as follows: 2021 2020 ($ in thousands) Operating Finance Operating Finance Right-of-use $ 62,329 $ 25,688 $ 47,765 $ 24,029 Lease liabilities (current) 16,348 4,444 14,013 4,027 Lease liabilities (non-current) 92,919 26,017 47,528 26,940 Weighted average remaining lease term 1 4.7 11.2 13.3 12.1 Weighted average remaining discount rate 13.5 % 13.8 % 14.8 % 14.0 % 1 Note that Weighted average remaining lease term does not include extensions which we are reasonably certain to enter into. As the interest rate implicit in a lease is generally not readily determinable, the Company uses an incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate represents the risk-adjusted rate of interest the Company would have to pay to borrow on a collateralized basis over a similar economic environment and term. Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2021 and 2020 are as follows : ($ in thousands) 2021 2020 Interest paid on finance leases $ 4,742 $ 2,268 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Investments | NOTE 6. INVESTMENTS The following is a detailed discussion of the Company’s types of investments held: (a) Fair Value Investments The Company has investments in four entities: 420 Capital Management, LLC (“420 Capital”), a cannabis investment company; Lighthouse Strategies, LLC (“Lighthouse”), a diversified cannabis investment company; IM Cannabis Corp. (“IMC”), a pharmaceutical manufacturer that specializes in cannabis; and OLD PAL LLC (“Old Pal”), a cannabis operator/licensor. Upon the acquisition of CannaRoyalty Corp. (“Origin House”) on January 8, 2020, the Company obtained a 1.3% ownership stake in Fleurish Cannabis Inc. (“Fleurish”) for a fair value of $0.1 million as of the acquisition date. During the second quarter of 2021, the Company determined that the Fleurish equity shares had no value due to the Fleurish’s continuing declining financial health. As a result, during the second quarter of 2021, the Company fully impaired the investment in Fleurish. Upon the acquisition of Bluma on April 14, 2021, the Company obtained a 13.3% ownership stake in Aloha Holdings of Illinois (“Aloha”), an entity applying for a license to open a cannabis dispensary in Illinois, for a fair value of $0.1 million, and 0.8% ownership stake in Old Pal for a fair value of $0.6 million. During the third quarter of 2021, the Company fully impaired the investment in Aloha due to Aloha having an unsuccessful license application in Illinois. The 420 Capital, Lighthouse, and Old Pal investments are held at fair value and are classified as equity securities without a readily determinable value. The IMC investment is classified as a marketable security with a readily determinable fair value. The Fleurish and Aloha investments were classified as equity securities held at fair value without readily determinable values prior to being fully impaired as of 2021. The following is a summary of the investments held at fair value as of December 31, 2021 and 2020: ($ in thousands) 2021 2020 420 Capital $ 68 $ 68 Lighthouse 542 1,049 Fleurish — 51 Old Pal 592 — IMC 4,710 — Total Investments $ 5,912 $ 1,168 The Company mark-to-market (b) Equity Method Investments As part of the Origin House acquisition, the Company acquired an investment in Trichome Financial Corp. (“Trichome”), a lending entity that focuses its investments on cannabis and cannabis-related companies. At the acquisition date, the Trichome investment had a fair value of $4.3 million. The Company’s ownership stake in Trichome upon acquisition and as of December 31, 2020, was approximately (carrying value of $3.2 million). During March 2021, the Company derecognized the Trichome equity method investment as part of an ownership conversion to shares in IMC. The Company recognized a gain on conversion of No distributions were made by the investee to the Company related to investments for any of the respective periods. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Intangible Assets and Goodwill | NOTE 7. INTANGIBLE ASSETS AND GOODWILL As of December 31, 2021 and 2020, Intangible assets and Goodwill consisted of the following: ($ in thousands) Customer Trade Permit Licenses Other Goodwill Total Cost Balance at January 1, 2020 $ 6,929 $ — $ 6,842 $ 83,447 $ 2,133 $ 134,735 $ 234,086 Additions — — 1,910 — 2,720 — 4,630 Additions from acquisitions 52,200 41,800 — 5,900 2,865 321,928 424,693 Foreign exchange — — — — — 5 5 Impairment — — — — (1,217 ) — (1,217 ) Measurement period adjustments 11,400 (2,100 ) — — (111 ) (6,099 ) 3,090 Balance at December 31, 2020 $ 70,529 $ 39,700 $ 8,752 $ 89,347 $ 6,390 $ 450,569 $ 665,287 Additions — — 3,169 3,002 — 6,171 Additions from acquisitions 24,250 1,400 — 317,200 1,151 212,140 556,141 Foreign exchange — — — — — — — Impairment (62,900 ) (39,000 ) — — (3,783 ) (215,551 ) (321,234 ) Measurement period adjustments — — — (2,240 ) — (391 ) (2,631 ) Disposals — — — — (476 ) — (476 ) Balance at December 31, 2021 $ 31,879 $ 2,100 $ 11,921 $ 404,307 $ 6,284 $ 446,767 $ 903,258 Accumulated amortization Balance at January 1, 2020 $ (858 ) $ — $ (3,265 ) $ — $ (1,022 ) $ — $ (5,145 ) Amortization (4,271 ) (3,970 ) (3,853 ) — (1,938 ) — (14,032 ) Balance at December 31, 2020 (5,129 ) (3,970 ) (7,118 ) — (2,960 ) — $ (19,177 ) Amortization 932 3,275 (3,330 ) — (642 ) — 235 Disposal s — — — — 95 — 95 Balance at December 31, 2021 $ (4,197 ) $ (695 ) $ (10,448 ) $ — $ (3,507 ) $ — $ (18,847 ) Net book value December 31, 2020 $ 65,401 $ 35,730 $ 1,632 $ 89,347 $ 3,431 $ 450,569 $ 646,110 December 31, 2021 $ 27,682 $ 1,405 $ 1,473 $ 404,307 $ 2,777 $ 446,767 $ 884,411 (a) Other Intangibles includes non-compete non-solicitation Amortization of $ million and $ million was recorded for the years ended December , and , respectively, of which $ million and $ million, respectively , of amortization expense, , , the Company recorded an adjustment to accumulated amortization of $ 15.7 million as part of the impairment write-down of the trade names and customer relationship intangibles. During 2021, the Company mutually terminated the agreement for exclusive distribution rights with a third-party vendor which resulted in the impairment of the remaining net book value of the market-related intangible of $0.8 million. Management determined that the Company’s shift in strategy to reduce third-party distribution in California was an indicator of impairment for associated assets. Certain trade names and customer relationship intangibles with remaining net book values of $ million and $ million, respectively, were determined to be fully impaired due to updated cash flow projections associated with these assets. Additionally, $ million in goodwill impairment was recorded to the California reporting unit during the twelve months ended December 31, 2021. The following table outlines the estimated annual amortization expense related to intangible assets as of December 31, 2021: ($ in thousands) Estimated 2022 $ 8,672 2023 4,786 2024 4,276 2025 4,349 2026 4,200 Thereafter 7,054 Total estimated amortization $ 33,337 As of December 31, 2021 and 2020, ending inventory includes $1.1 million and $1.0 million of capitalized amortization, respectively. For the years ended December 31, 2021 and 2020, $2.4 million and $2.6 million, respectively, of amortization expense was recorded to Cost of goods sold, which includes $1.0 million and $0.7 million, respectively, related to amortization capitalized to inventory in prior years. License intangible assets o million and $5.9 million were acquired from business combinations during the years ended December 31, 2021 and 2020, respectively, and are classified as indefinite-lived intangible assets as the Company cannot continue as a going concern without such licenses. See Note 10 for additional details. The Company recognized as part of the net assets acquired from the Origin House acquisition $2.4 million of market-related intangible assets for an exclusive distribution agreement with King’s Garden, Inc. (“King’s Garden”), in California, amortized over the life of the agreement. During the year ended December 31, 2020, the Company recorded an impairment charge of $1.2 million on the market-related intangible due to changing market conditions. On September 29, 2021, the Company entered into a Mutual Termination Agreement with King’s Garden. This agreement ended the exclusive distribution agreement between the two parties. The Company wrote off the remaining $0.8 million of the King’s Garden market-related intangible asset, as a result of this termination agreement. Annual impairment testing involves determining the recoverable amount of the reporting units to which goodwill is allocated and comparing this to the carrying value of the reporting units. The measurement of the recoverable amount of each reporting unit was calculated based on the higher of the reporting unit’s fair value less costs to sell or value in use, which are Level 3 measurements within the fair value hierarchy. The calculation of each of the recoverable amounts based on discounting the future cash flows (value in use) was based on the following key assumptions: • Cash flows were projected based on the Company’s long-term business plan for each reporting unit for the periods 2022 through 2026. • Cash flows beyond 2026 were projected to grow at a perpetual growth rate, which was estimated to be 3%. • The business plan contains forecasts based on past experience of actual operating results in conjunction with anticipated future growth opportunities. While the forecast does assume some organic growth, largely related to synergies gained through further incorporation of recent acquisitions into the Company’s infrastructure, the primary engine of growth is strategic in nature . • Discount rates applied in determining the recoverable amount of the reporting units range between 11.0% and 13.0% based on the pre-tax peers The Company believes a reasonable increase or decrease in the discount rates or perpetual growth rates used in the analysis would not cause the recoverable amount to decrease below the carrying value. |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Share Capital | NOTE 8. SHARE CAPITAL (a) Authorized The authorized share capital of the Company, which has no par value, is comprised of the following: i. Unlimited Number of Subordinate Voting Shares Holders of SVS will be entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company will have the right to vote. At each such meeting, holders of SVS will be entitled to one vote in respect of each SVS held. As long as any SVS remain outstanding, the Company will not, without the consent of the holders of the SVS by separate special resolution, prejudice or interfere with any right attached to the SVS. Holders of SVS will be entitled to receive as and when declared by the directors of the Company, dividends in cash or property of the Company. ii. Unlimited Number of Proportionate Voting Shares Holders of PVS will be entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company will have the right to vote. At each such meeting, holders of PVS will be entitled to one vote in respect of each SVS into which such PVS could ultimately be converted to 200 votes per PVS. As long as any PVS remain outstanding, the Company will not, without the consent of the holders of the PVS and MVS by separate special resolution, prejudice or interfere with any right or special right attached to the PVS. The holder of PVS have the right to receive dividends, out of any cash or other assets legally available therefore, pari passu as to dividends and any declaration or payment of any dividend on the SVS. iii. 500,000 Super Voting Shares Holders of MVS shall be entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote. At each such meeting, holders of MVS shall be entitled to 2,000 votes in respect of each MVS held. iv. Unlimited Number of Special Subordinate Voting Shares Holder s of SSVS will be entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company will have the right to vote. At each such meeting, holders of SSVS will be entitled to a vote in respect of each SSVS held. As long as any SSVS remain outstanding, the Company will not, without the consent of the holders of the SSVS by separate special resolution, prejudice or interfere with any right attached to the SSVS. Holders of SSVS will be entitled to receive dividends in cash or property of the Company, if and when declared by the Board of Directors (the “Board ” ). v. Redeemable Units As part of the Transaction, unit holders of Cresco Labs, LLC exchanged their units for a new class of redeemable units in Cresco Labs, LLC. Each redeemable (b) Issued and Outstanding As of December 31, 2021 and 2020, issued and outstanding shares and units consisted of the following: (in thousands) Redeemable Units Subordinate Voting Shares (SVS)* Proportionate Super Voting Special Beginning balance, January 1, 2020 142,172 73,600 57,937 500 — Options and warrants exercised — 1,711 12 — — RSU issued — 2,062 — — — Issuance of shares related to acquisitions — 69,929 233 — — Issuance of shares related to distribution agreements — 24 9 — — — Cresco LLC redemption (15,834 ) 15,681 — — — PVS converted to SVS — 28,871 (28,871 ) — — Issuances related to employee taxes on certain share-based — 1,336 — — — Share issuances — 792 — — 1 Ending balance, December 31, 2020 126,338 194,231 29,311 500 1 Options and warrants exercised — 3,030 — — — RSUs issued — 351 — — — Issuance of shares related to acquisitions — 35,425 — — — Issuance of shares related to distribution agreements — (249 ) — — — Cresco LLC redemption (16,897 ) 16,897 — — — PVS converted to SVS — 8,644 (8,644 ) — — Issuances related to employee taxes on certain share-based — 173 — — — Share issuances — 11,469 — — — Ending balance, December 31, 2021 109,441 269,971 20,667 500 1 * SVS includes shares pending issuance or cancellation ** PVS presented on an “as-converted” (1-to-200) *** SSVS presented on an “as-converted” (1-to-0.00001) (i) Share Issuances In December 2019, the Company entered into an agreement with Canaccord Genuity Corp (“Canaccord”) to sell up to C$55.0 million SVS at an at-the-market The Company recognized gains of $7.4 million in equity during the year ended December 31, 2021 related to share issuances for shares withheld for employee taxes on certain share-based payment arrangements as a result of the change in share price between employee exercise and sale of shares. During the year ended December 31, 2020, the Company issued thousand SVS, valued at million. The Company recognized gains on the sale of the shares and foreign currency exchange of million in equity during the year ended December 31, 2020 as a result of the change in share price between employee exercise and sale of shares. The (as-converted), (ii) Issuance of Shares - Private Placement In January 2021, the Company closed an offering of 9.9 million SVS at a price of C$16.00 ($12.67) per share. The Company received cash proceeds of $120.7 million, net of $3.4 million in commission and other fees, with a corresponding increase to share capital of $124.1 million. (iii) Issuance of Shares - Arrangement In February 2021, a binding settlement was reached with a former executive of the Company for payment of 1.3 million SVS to the counterparty relating to certain equity awards previously held by the counterparty in exchange for a number of covenants, including non-solicitation, non-hire, (iv) Issuance of Shares - 2021 Acquisitions During the year ended December 31, 2021, the Company issued shares in conjunction with acquisitions as follows: (in thousands) Acquisition date SVS shares Replacement Equity-based Verdant February 16, 2021 127 — $ 2,004 Bluma April 14, 2021 15,061 814 193,310 Cultivate September 02, 2021 4,818 — 46,643 Cure Penn November 25, 2021 6,167 — 54,240 Laurel Harvest December 10, 2021 8,354 — 65,844 (v) Issuance of Shares - Origin House In , in conjunction with the acquisition of Origin House, the Company issued million SVS, valued at $ million. During the year ended December 31, 2020, the Company issued 1.6 million In May 2020, the Company issued 0.3 million SVS, valued at $1.0 million, in accordance with the post combination remuneration agreement associated with Origin House’s previous acquisition of FloraCal Farms. In May 2020, the Company also issued 0.8 million SVS, valued at $2.2 million, to settle the deferred consideration associated with Origin House’s previous acquisition of Cub City, LLC. In November 2020, the Company recognized 0.2 million SVS to be issued to King’s Garden with a value of $2.5 million for renewal of the exclusive distribution agreement. These shares can be issued any time during the renewal term. See Note 7 for additional details. During the year ended December 31, 2020, the Company cancelled 0.2 million SVS, valued at $0.9 million, in connection with the settlement of a contingent liability related to the Origin House acquisition. (vi) Issuance of Shares - During the year ended December 31, 2020, the Company issued 0.3 million PVS (as-converted), In May 2020, the Company issued 0.5 million SVS, valued at $1.5 million to satisfy a portion of the Company’s make-whole liability. See Notes (vii) Issuance of Shares – MedMar Lakeview In April 2020, the Company issued 0.1 million SVS, valued at $0.4 million, to satisfy certain obligations related to contingent consideration. In August 2020, the Company issued 19 thousand SVS, valued at $0.1 million, to satisfy certain obligations related to contingent consideration In December 2020, the Company issued 0.1 million SVS, valued at $1.1 million, to satisfy certain obligations related to contingent consideration. See Note 10 for further details. (viii) Issuance of Shares – Tryke Companies, LLC In April 2020, the Company issued 0.3 million SVS, valued at $1.3 million, in accordance with the termination agreement which canceled the previously announced purchase agreement to acquire certain assets of and an interest in Tryke Companies, LLC, and certain subsidiaries and affiliates. (c) Stock Purchase Warrants Each whole warrant entitles the holder to purchase one SVS or PVS of the Company. A summary of the status of the warrants outstanding is as follows: Number of (in thousands) Weighted- Balance as of January 1, 2020 6,454 $ 7.73 Exercised (271 ) 6.05 Balance as of December 31, 2020 6,183 $ 7.80 Bluma replacement warrants 4,665 11.64 Exercised (721 ) 6.15 Forfeited (285 ) 11.64 Balance as of December 31, 2021 9,842 $ 9.63 * PVS presented on an “as-converted” (1-to-200) As part of the Bluma acquisition in the second quarter of , the Company issued million Cresco warrants valued at $ million in exchange for Bluma warrants that were issued and outstanding on the acquisition date. The issued warrants are equity-classified. During the year ended December 31, 2021, the Company recorded $ million of warrant exercises into share capital, primarily related to exercises of million warrants related to the Bluma acquisition, which were exercised for $ million resulting in an increase to share capital of $ million and million of equity-classified Valley Ag acquisition warrants, resulting in an increase to share capital of $ million. During the year ended December 31, 2020, the Company recorded $ million of warrant exercises into share capital primarily related to million equity-classified broker warrants were exercised prior to their expiration for, resulting in an increase to share capital of $2.0 million. The 9.8 million outstanding warrants are from issuances to underwriters associated with the September 2019 financing, sellers from the Valley Ag acquisition, and Bluma replacement awards. Of the total outstanding warrants, 4.2 million are classified as current liabilities, and 5.6 million are classified as equity. See Note 16 for information about valuation of liability-classified warrants. (d) Distribution to Non-controlling As of December 31, 2021 and December 31, 2020, the Company accrued for tax-related distributions to 2021 and 2020 unit holders of Cresco Labs, LLC and other minority interest holders of $ million respectively. These distributions will reduce non-controlling In accordance with the underlying operating agreements, the Company declared and paid required distribution amounts to 2021 and 2020 unit holders of Cresco Labs, LLC and other minority holders of million during the year ended December 31, 2021. Similarly, the Company paid required tax distribution amounts to 2020 and 2019 unit holders of Cresco Labs, LLC and other minority interest holders of million, during the year ended December 31, 2020. (e) Changes in Ownership and Non-controlling During the year ended December 31, 2021, redemptions of million redeemable units occurred which were converted into an equivalent number of SVS. This redemption resulted in a decrease of 6.7% in non-controlling interest in Cresco Labs, LLC. During the year ended December 31, 2020, redemptions of million redeemable units occurred which were converted into an equivalent number of SVS. This redemption resulted in a decrease of in non-controlling As of and for the year ended December 31, 2021, non-controlling p ($ in thousands) TSC MedMar Inc. MedMar Inc. Cresco Labs Ohio, SLO Inc. Other 1,3 Eliminations Total Non-current $ 5,208 $ 33,698 $ 22,934 $ 16,093 $ 23,422 $ 1,257,353 $ — $ 1,358,708 Current assets 54,506 95,522 154,929 64,897 97,276 250,029 (295,404 ) 421,755 Non-current — (11,213 ) (3,443 ) (12,286 ) (14,071 ) (653,320 ) — (694,333 ) Current liabilities (49,726 ) (92,049 ) (124,597 ) (73,441 ) (147,993 ) (107,143 ) 306,555 (288,394 ) Net assets $ 9,988 $ 25,958 $ 49,823 $ (4,737 ) $ (41,366 ) $ 746,919 $ 11,151 $ 797,736 Net assets attributable to NCI $ 2,850 $ 3,910 $ 6,123 $ 18 $ (9,143 ) $ 38,424 $ — $ 42,182 — Revenue $ 21,549 $ 48,435 $ 84,932 $ 22,661 $ 21,011 $ 663,602 $ (40,508 ) $ 821,682 Gross profit 13,592 32,020 47,922 10,650 (6,250 ) 320,419 (12,006 ) 406,347 Net income (loss) $ 12,387 $ 12,043 $ 30,666 $ (4,627 ) $ (19,247 ) $ (328,056 ) $ — $ (296,834 ) Net income (loss) allocated to NCI $ 3,097 $ 1,493 $ 7,666 $ (46 ) $ (3,849 ) $ 14,402 $ — $ 22,763 NCI percentage at December 31, 2021 25.0 % 1 12.4 % 2 25.0 % 2 1.0 % 1 20.0 % 1 43.3 % 1 The NCI percentage reflects the NCI that exists at Cresco Labs, LLC. There is a further 43.3% NCI related to NCI for Cresco Labs Inc. 2 The NCI percentage reflects the NCI that exists at Cresco Labs Inc. 3 Includes the effect of LLC unit redemptions and other adjustments As of and for the year ended December 31, 2020, Non-controlling ($ in thousands) TSC MedMar Inc. MedMar Inc. Cresco Labs Ohio, SLO Other 1,3 Eliminations Total Non-current $ 4,064 $ 32,397 $ 20,957 $ 13,626 $ 22,744 $ 889,341 $ — $ 983,129 Current assets 31,099 26,022 38,178 42,934 80,219 184,871 (153,856 ) 249,467 Non-current — (11,755 ) (2,188 ) (12,328 ) (10,666 ) (367,481 ) — (404,418 ) Current liabilities (24,852 ) (32,922 ) (28,248 ) (46,953 ) (118,870 ) (164,422 ) 163,421 (252,846 ) Net assets $ 10,311 $ 13,742 $ 28,699 $ (2,721 ) $ (26,573 ) $ 542,309 $ 9,565 $ 575,332 Net assets attributable to NCI $ 2,521 $ 3,308 $ 4,334 $ 64 $ (5,293 ) $ 97,161 $ — $ 102,095 Revenue $ 16,874 $ 31,320 $ 38,417 $ 14,646 $ 19,772 $ 386,257 $ (31,035 ) $ 476,251 Gross profit 10,033 16,411 20,092 5,097 (4,461 ) 164,116 (4,587 ) 206,701 Net income (loss) $ 7,884 $ 3,606 $ 10,430 $ (6,238 ) $ (11,219 ) $ (97,234 ) $ — $ (92,771 ) Net income (loss) allocated to NCI $ 1,971 $ 447 $ 2,607 $ (62 ) $ (2,244 ) $ 6,667 $ — $ 9,386 NCI percentage at December 31, 2020 25.0 % 1 12.4 % 2 25.0 % 2 1.0 % 1 20.0 % 1 50.1 % 1 The NCI percentage reflects the NCI that exists at Cresco Labs, LLC. There is a further 50.1% NCI related to NCI for Cresco Labs Inc. 2 The NCI percentage reflects the NCI that exists at Cresco Labs Inc. 3 Includes the effect of LLC unit redemptions and other adjustments |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Share-Based Compensation | NOTE 9. SHARE-BASED COMPENSATION The Company has a share-based compensation plan (the “Plan”) for key employees and service providers. Under the Plan, options issued have no voting rights and vest proportionately over periods ranging from the grant date to four years from the issuance date. Stock options exercised are converted to SVS. The maximum number of shares issued under the Plan shall not exceed 10% of the issued and outstanding shares. A summary of the status of the options outstanding consisted of the following: (Shares in thousands) Number of Weighted- Weighted- Aggregate Outstanding – January 1, 2020 22,920 $ 3.18 8.60 $ 99,142 Granted 6,628 5.04 Exercised (1,820 ) 2.12 Origin House replacement awards 629 4.24 Forfeited (5,850 ) 2.77 Outstanding – 22,507 $ 3.96 8.10 $ 133,604 Exercisable - December 31, 2020 9,853 $ 3.19 3.40 $ 65,743 Granted 5,227 11.29 Exercised (2,589 ) 1.97 Forfeited (1,535 ) 9.51 Outstanding - December 31, 2021 23,610 $ 5.54 7.70 $ 53,455 Exercisable - December 31, 2021 12,772 $ 3.69 7.20 $ 40,209 During the year s , and , options were exercised for gross proceeds of $ million and $ million, respectively. The following table summarizes the weighted average grant date fair value and total intrinsic value of options exercised for the years ended December 31, 2021 and 2020: Year Ended December 31, (In thousands, except per share data) 2021 2020 Weighted average grant date fair value (per share) of stock option units granted $ 7.39 $ 3.05 Intrinsic value of stock option units exercised, using market price at exercise date $ 21,131 $ 7,000 Weighted average stock price of options on the dates on which options were exercised during the years ended December , and was $ and $ per option, respectively. The fair value of stock options granted under the Plan during the years ended December 31, 2021 and 2020, was determined using the Black-Scholes option-pricing model with the following range of assumptions at the time of the grant: 2021 2020 Risk-free annual interest rate 0.4% - 1.2% 0.6% - 1.8% Expected annual dividend yield 0% 0 % Expected stock price volatility 67% to 82.2% 64.9% to 81.0% Expected life of stock options 5 to 7 years 5 to 7 years Forfeiture rate 7.5% - 24.9% 5.0% - 15.0% Fair value at grant date $4.47 to $8.78 $1.84 to $6.33 Stock price at grant date $6.62 to $13.10 $2.99 to $9.86 Exercise price range $6.62 to $13.10 $2.99 to $9.86 Volatility was estimated by using the average historical volatility of comparable companies from a representative group of direct and indirect peers of publicly traded companies, as the Company and the cannabis industry have minimal historical share price history available. An increase in volatility would result in an increase in fair value at grant date. The expected life in years represents the period of time that options issued are expected to be outstanding. The risk-free rate is based on U.S. treasury bills with a remaining term equal to the expected life of the options. The forfeiture rate is estimated based on historical forfeitures experienced by the Company. During the year ended December 31, 2020, the Company issued 0.6 million replacement options with a weighted average exercise price of $4.24 per option in connection with the Origin House acquisition. The replacement options have expiration dates ranging between October 2022 and August 2028. As of December 31, 2021 Restricted Stock Units The Company has an RSU program to provide employees an additional avenue to participate in the successes of the Company. The fair value of RSUs granted was determined by the fair value of the Company’s share price on the date of grant. A number of RSUs granted had the ability to settle in cash at the employee’s election. These awards were determined to be liability-classified awards and are required to be marked-to-market A summary of outstanding RSUs is provided below: (Shares in thousands) Number of Weighted Outstanding - January 1, 2020 404 $ 8.58 Granted 661 6.00 Origin House replacement awards 3,431 5.96 Vested and settled (3,436 ) 5.23 Forfeited (66 ) 8.91 Outstanding – December 31, 2020 994 $ 6.54 Granted 544 11.78 Bluma replacement awards 207 12.17 Vested and settled (501 ) 9.20 Forfeited (151 ) 8.21 Outstanding - December 31, 2021 1,093 $ 8.83 Liability-classified as of December 31, 2021 4 $ 6.62 All liability-classified awards above are vested and pending issuance into shares. The following table summarizes the total fair value of RSUs vested for the years ended December 31, 2021 and 2020: Year Ended December 31, ($ in thousands) 2021 2020 Total fair value of RSUs vested, using market price at vest date $ 4,783 $ 20,528 Replacement Awards During the second quarter of 2021, the Company granted replacement RSUs in connection with the Bluma acquisition. Upon closure of the acquisition, the Company accelerated the vesting of all replacement RSUs, recognizing million in post combination expense. During the year ended December 31, 2020, the Company issued replacement RSUs in connection with the Origin House acquisition. As a result of the acquisition, the vesting of the replacement RSUs was accelerated, with Canadian participants having the option to defer settlement. As such, there was no post-acquisition compensation expense recognized for these awards. As of December 31, 2021, million replacement RSUs remain outstanding. Other Share Issuances During the year ended December 31, 2021, the Company issued replacement shares to existing holders of vested and unissued Bluma RSUs as of the acquisition date and a subscription award as compensation to a former member of key management personnel. A summary of the share movement is provided below: (In thousands, except per share data) Shares issued Fair value (per share) Compensation Bluma replacement shares 814 $ 12.17 $ 239 Subscription award 62 $ 11.25 $ 694 Expense Attribution The Company recorded compensation expense for option awards in the amount of $20.7 million and $15.5 million for the years ended December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, the Company expensed $17.7 million and $15.0 million, respectively, to Selling, general and administrative expenses, with the remaining $3.0 million and $0.5 million, respectively, in Cost of goods sold and ending inventory. Unrecognized compensation expense as of December 31, 2021 for option awards was The Company recorded compensation expense for RSU awards in the amount of $4.6 million and $1.5 million for the years ended December 31, 2021 and 2020, respectively, of which $4.0 million and $1.0 million, respectively, is included in Selling, general and administrative expenses, with the remaining $0.6 million and $0.5 million, respectively, in Cost of goods sold and ending inventory. Unrecognized compensation expense as of December 31, 2021 is As of December 31, 2021 and 2020, ending inventory includes $1.2 million and $0.2 million capitalized compensation expense related to both options and RSUs, respectively. Ending inventory includes compensation expense reductions attributable to an increased estimated forfeiture rate recognized during the year ended December 31, 2021 based on the Company’s historically experienced forfeitures. For both of 0.2 million |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Acquisitions | NOTE 10. ACQUISITIONS (a) Business Combinations - 2021 The table below summarizes significant business combinations completed during the year ended December 31, 2021: ($ in thousands) Verdant (i) Bluma (ii) Cultivate Cure Laurel Harvest Total Total consideration Common shares issued $ 2,000 $ 183,262 $ 46,643 $ 52,610 $ 65,844 $ 350,359 Cash 1,500 — — 33,304 20,480 55,284 Cashless exercise option on loan 10,000 — — — — 10,000 Settlement of leases 90 — — — — 90 Loan settlement 11,414 21,226 1,852 — 3,339 37,831 Warrants issued — 18,415 — — — 18,415 Replacement RSU awards — 10,048 — — — 10,048 Payment of acquisition-related transaction costs on behalf of the acquiree — 3,373 1,001 3,135 331 7,840 Payment of 3rd-party — — 20,125 — — 20,125 Deferred consideration — 1,806 — — 46,677 48,483 Contingent consideration — — 29,642 — — 29,642 Total consideration $ 25,004 $ 238,130 $ 99,263 $ 89,049 $ 136,671 $ 588,117 Net identifiable assets (liabilities) acquired Cash $ 1,360 $ 1,623 $ 2,938 $ 751 $ 937 $ 7,609 Accounts receivable — — 6,494 33 — 6,527 Inventory 1,519 19,244 24,862 2,963 506 49,094 Loans receivable, short-term — 1,600 — — — 1,600 Other current assets 76 1,205 662 134 36 2,113 Property & equipment 996 26,152 30,128 1,845 11,873 70,994 Right-of-use 127 13,709 1,304 1,834 859 17,833 Other non-current 47 — — — — 47 Customer relationships 1,370 6,700 13,600 2,320 260 24,250 License 16,320 117,000 12,000 70,950 98,690 314,960 Trade name — — 1,400 — — 1,400 Non-compete — — 800 270 80 1,150 Investments — 693 — — — 693 Total identifiable assets acquired $ 21,815 $ 187,926 $ 94,188 $ 81,100 $ 113,241 $ 498,270 Short-term liabilities (1,601 ) (3,733 ) (14,585 ) (1,186 ) (151 ) (21,256 ) Lease liability (127 ) (13,685 ) (1,304 ) (1,834 ) (859 ) (17,809 ) Contract liability-loyalty program — (456 ) — (355 ) — (811 ) Deferred tax liability (3,968 ) (36,940 ) (10,597 ) — (30,753 ) (82,258 ) Total identifiable liabilities acquired (5,696 ) (54,814 ) (26,486 ) (3,375 ) (31,763 ) (122,134 ) Net identifiable assets acquired $ 16,119 $ 133,112 $ 67,702 $ 77,725 $ 81,478 $ 376,136 Purchase price allocation Net identifiable assets acquired 16,119 133,112 67,702 77,725 81,478 376,136 Goodwill 8,885 105,018 31,561 11,324 55,193 211,981 Total consideration $ 25,004 $ 238,130 $ 99,263 $ 89,049 $ 136,671 $ 588,117 (i) Verdant On February 16, 2021, the Company completed the acquisition of 100% of the membership interests of Verdant dispensaries in Cincinnati, Chillicothe, Newark and Marion, Ohio. As a result of this acquisition, the Company now holds additional licenses to distribute medical cannabis in the state of Ohio, bringing the Company’s dispensary presence in Ohio to five, the maximum allowed by the state. As of December 31, 2021, the Company has recorded estimates of the fair value of assets acquired and liabilities assumed. Consideration for the acquisition included 0.1 million SVS issued as of the acquisition date. During the year ended December 31, 2021, the Company recorded measurement period adjustments related to changes in the valuation of certain intangible assets, lease settlements, and deferred taxes, which resulted in a net reduction in goodwill of $0.2 million. See sections (vi) and (vii) below for discussion of Contributed Revenue and Net income (loss) and Pro Forma Information, respectively. (ii) Bluma On April 14, 2021, the Company completed the acquisition of 100% of the membership interests of Bluma, a vertically integrated operator in Florida. As a result of this acquisition, the Company now holds a license to cultivate, process, transport, and dispense medical cannabis in the state of Florida, bringing the Company’s dispensary presence in Florida to eight, as of the acquisition date. As of December 31, 2021, the Company recorded preliminary estimates of the fair value of assets acquired and liabilities assumed. While all amounts remain subject to adjustments, the areas subject to the most significant potential adjustments are intangibles, fixed assets, and taxes. Any changes to the preliminary estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. Balances are subject to change during the measurement period which will conclude at the earlier of the date the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date, learns that more information is not obtainable, or one year following the acquisition date. Consideration for the acquisition included 15.1 million SVS issued as of the acquisition date. The Company recorded transaction costs of $1.5 million in connection with the Bluma acquisition as Selling, general, and administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2021. During the year ended December 31, 2021, the Company recorded measurement period adjustments related to RSU awards, short-term loans receivable, inventory, and deferred taxes, which resulted in a net increase in goodwill of $0.5 million. See sections (vi) and (vii) below for discussion of Contributed Revenue and Net income (loss) and Pro Forma Information, respectively. (iii) Cultivate On September 2, 2021, the Company completed the acquisition of 100% of the membership interests of Cultivate. As a result of this acquisition, the Company now holds additional licenses to cultivate, process, transport, and dispense medical and adult-use Consideration for the acquisition included 4.8 million SVS issued as of the acquisition date. During the year ended December 31, 2021, the Company recorded measurement period adjustments related to property and equipment, short-term liabilities, and deferred taxes, which resulted in a net reduction in goodwill of $0.7 million. The Company recorded transaction costs of $1.6 million in connection with the Cultivate acquisition as Selling, general, and administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2021. See sections (vi) and (vii) below for discussion of Contributed Revenue and Net income (loss) and Pro Forma Information, respectively. (iv) Cure Penn On November 25, 2021, the Company announced that it had completed the acquisition of 100% of the membership interests of Cure Penn. As a result of this acquisition, the Company holds additional licenses to dispense medical cannabis in the state of Pennsylvania, bringing the Company’s dispensary presence in Pennsylvania to eight as of the date of acquisition. As of December 31, 2021, the Company recorded preliminary estimates of the fair value of assets acquired and liabilities assumed. Balances are subject to change during the measurement period which will conclude at the earlier of the date the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date, learns that more information is not obtainable, or one year following the acquisition date. While all amounts remain subject to adjustments, the areas subject to the most significant potential adjustments are intangible assets, consideration (working capital adjustment), and short-term liabilities. Any changes to the preliminary estimates of the fair value of the assets and liabilities assumed will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. Consideration for the acquisition included 6.2 million SVS issued as of the acquisition date. See sections (vi) and (vii) below for discussion of Contributed Revenue and Net income (loss) and Pro Forma Information, respectively. (v) Laurel Harvest On December 10, 2021, the Company announced that it had completed the acquisition of 100% of the membership interests of Laurel Harvest. As a result of this acquisition, the Company holds additional licenses to cultivate, process, transport, and dispense medical cannabis in the state of Pennsylvania, bringing the Company’s dispensary presence in Pennsylvania to nine. As of December 31, 2021, the Company recorded preliminary estimates of the fair value of assets acquired and liabilities assumed. Balances are subject to change during the measurement period which will conclude at the earlier of the date the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date, learns that more information is not obtainable, or one year following the acquisition date. While all amounts remain subject to adjustments, the areas subject to the most significant potential adjustments are intangibles, deferred tax asset and liabilities, consideration (working capital adjustment), fixed assets, and short-term liabilities. Any changes to the preliminary estimates of the fair value of the assets and liabilities assumed will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. Consideration for the acquisition included 8.4 million SVS issued as of the acquisition date. The Company recorded transaction costs of $1.1 million in connection with the Laurel Harvest acquisition as Selling, general, and administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2021. See sections (vi) and (vii) below for discussion of Contributed Revenue and Net income (loss) and Pro Forma Information, respectively. (vi) Contributed Revenue and Net income (loss) The table below summarizes contributed Revenue and Net income (loss) for the year ended December 31, 2021: ($ in thousands) Verdant (i) Bluma (ii) Cultivate Cure Penn Laurel Total Contributed revenue $ 26,547 $ 26,642 $ 29,279 $ 2,966 $ 328 $ 85,762 Net (loss) income 5,352 (8,382 ) 14,944 (50 ) (136 ) $ 11,728 (vii) Unaudited Pro Forma Information - Significant 2021 Acquisitions The following unaudited pro forma financial information reflects the combined results of operations of Cresco Labs Inc. and the pre-acquisition For the year ended December 31, 2021 Cresco Verdant Bluma (ii) Cultivate Cure Penn Laurel Total ($ in thousands) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Pro forma revenue $ 821,682 $ 2,677 $ 7,906 $ 39,033 $ 29,281 $ 1,966 $ 902,545 Pro forma net income: Pre-acquisition net income (846 ) (13,784 ) 4,550 8,161 (2,121 ) Pro forma adjustments: (a) Transaction costs 399 1,461 1,555 439 1,081 (b) Post-acquisition share-based compensation — 2,440 — — — (c) Intangible amortization (150 ) (599 ) (860 ) (355 ) (68 ) Total pro forma adjustments $ 250 $ 3,302 $ 695 $ 84 $ 1,013 Total pro forma net income $ (296,834 ) $ (596 ) $ (10,482 ) $ 5,245 $ 8,245 $ (1,109 ) $ (295,531 ) (a) includes removal of transaction costs as they will be reflected as of the beginning of the earliest period presented (January 1, 2020). These costs were included as Selling, general, and administrative expenses in the Consolidated Statements of Operations. (b) includes removal of post combination share-based compensation expense related to warrants issued, replacement shares and replacement RSU awards recorded related to the. Bluma, acquisition. These costs were included as Selling, general, and administrative expenses in the Consolidated Statements of Operations. (c) includes estimated amortization expense on intangible assets acquired. Th ese For the year ended December 31, 2020 Cresco Verdant (i) Bluma (ii) Cultivate Cure Penn Laurel Total ($ in thousands) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Pro forma revenue $ 476,251 $ 15,195 $ 12,338 $ 22,965 $ 29,119 $ 1 $ 555,869 Pro forma net income: Pre-acquisition net income (1,982 ) (25,998 ) 772 8,384 (650 ) Pro forma adjustments: (a) Transaction costs (399 ) (1,461 ) (1,555 ) (439 ) (1,081 ) (b) Post-acquisition share-based compensation — (2,440 ) — — — (c) Intangible amortization (171 ) (853 ) (3,483 ) (387 ) (73 ) Total pro forma adjustments $ (571 ) $ (4,754 ) $ (5,037 ) $ (826 ) $ (1,153 ) Total pro forma net income $ (92,771 ) $ (2,553 ) $ (30,752 ) $ (4,266 ) $ 7,558 $ (1,803 ) $ (124,587 ) (a) includes transaction costs related to acquisitions (reflected as of January 1, 2020). (b) includes post combination share-based compensation expense related to warrants issued, replacement shares and replacement RSU awards recorded related to the. Bluma, acquisition. (c) includes estimated amortization expense on intangible assets acquired. ( b Business Combinations - 2020 The table below summarizes significant business combinations completed during the year ended December 31, 2020: ($ in thousands) Origin House Total consideration Common shares issued $ 396,575 Replacement awards 31,671 Total consideration $ 428,246 Net identifiable assets (liabilities) acquired Cash $ 32,984 Accounts receivable 7,565 Inventory 16,660 Other current assets 2,197 Property and equipment 18,079 Right-of-use 17,984 Loans receivable, long-term 331 Equity method investment 4,302 Investments 139 Customer relationships 63,600 Trade names 39,700 Licenses 5,900 Market related intangibles 2,374 Internally developed software 380 Total identifiable assets acquired $ 212,195 Short-term liabilities $ (25,758 ) Lease liabilities (18,002 ) Deferred and contingent consideration (3,807 ) Notes payable (22,045 ) Deferred tax liabilities (29,622 ) Net identifiable assets acquired $ 112,961 Purchase price allocation Net identifiable assets acquired $ 112,961 Goodwill 315,285 Total consideration $ 428,246 (i) Wellbeings On October 5, 2020, the Company acquired all remaining equity interests and voting rights of Wellbeings LLC (“Wellbeings”). As a result of this acquisition, the Company has control over a business that distributes and sells high quality CBD wellness products. No consideration was transferred for this step acquisition, other than the Company recognizing $0.2 million of goodwill and assuming $0.2 million of net liabilities. The Company recognized a $0.5 million loss on a previous investment in Wellbeings, offset by a gain of $0.3 million related to the reversal of an expected credit loss on a loan that was extended to Wellbeings by the Company prior to the acquisition. (ii) Origin House On January 8, 2020, the Company completed the acquisition of 100% of the membership interests of Origin House. As a result of this acquisition, the Company now holds additional licenses to cultivate and process medical and adult-use marijuana and new licenses to distribute medical and adult-use cannabis in the state of California. Additionally, the Company acquired licenses to operate a nicotine vape business in Canada with retail, online and wholesale revenues, as well as franchise locations. In the first quarter of 2021, 180 Smoke was sold, removing the licenses from our ownership (see section (e) below). Total consideration for the acquisition was $ million. The consideration consisted of million SVS issued as of the acquisition date, valued at $ million, and million replacement awards, valued at $ million. The replacement awards are comprised of million replacement RSUs, million deferred share awards and million replacement options. The Company recorded an increase of $ thousand of post-acquisition share-based compensation expense related to the replacement options for the year ended December , . As part of the acquisition, the Company recorded reserves of $0.1 million for potential The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the Origin House acquisition had occurred as of January 1, 2020. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2020 , Total unaudited pro forma Revenue and Net loss for the combined company for the year ended December 31, 2020 , $476.9 million and $93.2 million, respectively. Relevant pro forma adjustments consisted of amortization on acquired intangible assets of $11 .0 thousand. Contributed revenue and Net loss from the Origin House acquisition for the year ended December 31, 2020 , For the year ended December 31, 2020, the Company recorded transaction costs of Operations. (c) Deferred Consideration, Contingent Consideration and Other Payables The following is a summary of Deferred consideration, contingent consideration and other payables balances as of December 31, 2021 and 2020, which are classified as short-term: ($ in thousands) 2021 2020 Valley Ag contingent consideration $ — $ 19,093 Cultivate contingent consideration 33,969 — Laurel Harvest deferred consideration, short term 37,847 — Total Deferred consideration, contingent consideration and other payables, short-term - acquisition related $ 71,816 $ 19,093 Increases in deferred consideration between December 31, 2020 and December 31, 2021 are primarily driven by the third and fourth quarter acquisitions of Cultivate and Laurel Harvest, respectively, partially offset by a write-down of Valley Ag contingent consideration. See Note 16 for further discussion of Valley Ag contingent consideration. During mark-to-market million, respectively, related to contingent consideration for its Valley Ag acquisition. In connection with the Bluma acquisition, the Company recorded a deferred consideration liability valued at $ 1.8 During the year ended December 31, all of the obligation in cash. As part of the Cultivate acquisition, the Company initially recorded contingent consideration of 29.6 . The former owners of Cultivate are entitled to an earnout of up to 68.0 million. Communication of the earnout amount to the sellers is required within 10 days after the issuance of the Company’s annual consolidated financial statements for the year ended December 31, 2021 and paid in the shorter of five business days after acceptance or thirty days after communication. The earnout is based on Cultivate’s adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), a non-GAAP financial measure, for the year ended December 31, 2021, pursuant to the provisions of the Cultivate purchase agreement. As of December 31, 2021, the Company remeasured the fair value of the earnout payment, increasing the value from 29.6 34.0 as of December 31, 2021. The adjustment to the earnout was a loss, recorded to Other income (expense), net. As a part of the Laurel Harvest acquisition, Cresco recorded $37.7 million short-term deferred consideration and $9.0 million long-term deferred consideration, for a total of $46.7 million deferred consideration. Total deferred payment of $50.0 million is payable within 18 months of the acquisition date; however, the timing of the payment can be accelerated based on timing of the opening of five new dispensaries. Based on Cresco’s projection of each store opening date, the total deferred payment of $50.0 million has been discounted to $46.9 million, which includes $0.2 million of interest expense which was recorded to the short-term deferred consideration balance as of December 31, 2021. (d) Long-term Deferred and Contingent Consideration The following is a summary of Long-term contingent consideration as of December 31, 2021 and 2020: ($ in thousands) 2021 2020 Valley Ag operating cash flows consideration $ 8,577 $ 7,247 Laurel Harvest deferred consideration, long ter m 9,074 — Total Long-term deferred and contingent consideration $ 17,651 $ 7,247 During the year ended December , , the Company recorded a $ million increase to the present value of Valley Ag operating cash flows consideration due to changes in the Company’s incremental borrowing rate and other present value considerations. As of December , , the estimated liability of $ million is based on the present value of expected payments associated with future cash flows of the acquired business. As a part of the Laurel Harvest acquisition, the Company recorded $9.0 million of long-term deferred consideration. As of December 31, 2021, $48 thousand of interest expense was recorded related to the long-term deferred consideration balance. (e) Dispositions On March 30, 2021, the Company completed the divestiture of the 180 Smoke and related intercompany receivables to Spyder Cannabis Inc. and Plant-Based Investment Corp. for approximately $ 1.1 0.8 , in the Consolidated Statement of Operations. 0.3 . |
Long-term Notes and Loans Payab
Long-term Notes and Loans Payable | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Long-term Notes and Loans Payable | NOTE 11. LONG-TERM NOTES AND LOANS PAYABLE The following table represents the Company’s Long-term notes and loans payable balances as of December 31, 2021 and 2020: ($ in thousands) 2021 2020 Senior Loan, net of unamortized debt issuance costs $ 400,000 $ — Amended Term Loan — 200,000 Interest payable 9,711 3,656 Financing liability - 97,797 91,265 Less: Unamortized debt issuance costs – Senior Loan (22,501 ) — Less: Unamortized debt issuance costs – Amended Term Loan — (13,558 ) Total borrowings and interest payable $ 485,007 $ 281,363 Less: Short-term borrowings and interest payable (9,711 ) (15,071 ) Less: Current portion of Financing liability - (10,217 ) (10,853 ) Total Long-term notes and loans payable $ 465,079 $ 255,439 (a) Senior Loan and Amended Term Loan On February 2, 2020, the Company closed on a senior secured term loan agreement (the “Term Loan”) for an aggregate principal amount of $100.0 million, with the option to increase the principal amount to $200.0 million. Of the $100.0 million Term Loan commitment, $92.4 million was committed by Tranche A lenders (the “Tranche A Commitment”) and $7.6 million was committed by Tranche B lenders (the “Tranche B Commitment”). The Tranche A Commitment accrued interest at a rate of % per annum, payable in cash quarterly, and had a stated maturity of . The Tranche B Commitment accrued interest at a rate of % per annum, payable in cash quarterly, and had a stated maturity of . The Company’s effective interest rates for the Tranche A Commitment and Tranche B Commitment of the Term Loan were % and %, respectively. The Company capitalized $ million and $ million, respectively, of borrowing costs related to the Tranche A Commitment and Tranche B Commitment. On December , , the Company entered into an amendment to exercise the mutual option to increase the principal amount to $ million and refinance the existing Term Loan and the Opaskwayak Cree Nation Loan (the “OCN Loan”), resulting in amended term loan (the “Amended Term Loan”). As a result of the non-substantial debt modification of the existing Term Loan and the OCN Loan, $ million in financing fees were expensed and $ million of deferred financing fees were written off. Of the $ million Amended Term Loan commitment, $ million was committed by non-extending lenders ( the “Non-Extending Lenders Commitment”), $ million was committed by extending lenders (the “Extending Lenders Commitment”) and $ million was committed by increasing lenders (the “Increasing Lenders Commitment”). The Company accelerated principal repayments of $ million and $ million to the OCN Loan lender and certain exiting Term Loan lenders, respectively. The Non-Extending Non-Extending Non-Extending On August 12, 2021, the Company closed on an agreement for a senior secured term loan with an undiscounted principal balance of $400.0 million (the “Senior Loan”) and an original issue discount of $13.0 million. A portion of proceeds from the Senior Loan were used to retire the existing Amended Term Loan, with the remainder to fund capital expenditures, and pursue other targeted growth initiatives within the U.S. cannabis sector. As a result of the extinguishment of the Amended Term Loan, loss on debt extinguishment was recognized in Other (expense) income, net, in the Consolidated Statements of Operations. The Senior Loan accrues interest at a rate of 9.5% per annum, payable in cash semi-annually, and has a stated maturity of The Senior Loan is secured by a guarantee from substantially all material subsidiaries of the Company, as well as by a security interest in certain assets of the Company and such material subsidiaries. The Senior Loan also contains negative covenants which restrict the actions of the Company and its subsidiaries during the term of the loan, including restrictions on paying dividends, making investments and incurring additional indebtedness. In addition, the Company is required to maintain a minimum cash balance of $50.0 million and to ensure that the Fixed Charge Coverage Ratio; defined as the ratio of (a) consolidated EBITDA less unfinanced capital expenditures; restricted payments, as defined by the loan agreement; and federal, state, provincial, local and foreign income taxes to (b) consolidated fixed charges; is not less than 2 to 1. As of March 25 The Company may prepay in whole or in part the Senior Loan at any time prior to the stated maturity date, subject to certain conditions, upon the payment of the outstanding principal amount (plus a specified prepayment premium) and all accrued and unpaid interest and fees. Interest expense is discussed in Note 19. (b) OCN Loan In conjunction with its acquisition of Origin House, the Company recorded a short-term liability, the OCN Loan, with two tranches and stated maturities of June 30, 2020. The first tranche had a balance of $20.2 million as of the acquisition date, was subject to a 10.0% interest rate, and had a weighted average effective interest rate of 16.0%. The second tranche had a balance of $2.5 million as of the acquisition date, was subject to a 10.0% interest rate, and had a weighted average effective interest rate of 25.3 %. On June Extension fees non-substantial On September 29, 2020, the OCN Loan was amended to restate the principal repayment terms for an extension fee of $0.1 million which was recorded within Accounts payable and other accrued expenses. Extension fees non-substantial On 10, 2020, (c) Financing Liabilities The Company recognized financing liabilities in relation to sale and . discussed . |
Revenue and Loyalty Programs
Revenue and Loyalty Programs | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Revenue and Loyalty Programs | NOTE 12. REVENUE AND LOYALTY PROGRAMS (a) Revenue The following table represents the Company’s disaggregated revenue by source, due to the Company’s contracts with its customers, for the years ended December 31, 2021 and 2020: ($ in thousands) 2021 2020 Wholesale $ 414,908 $ 274,000 Dispensary 406,774 202,251 Total Revenue $ 821,682 $ 476,251 The Company generates revenue, net of sales discounts, at the point in time the control of the product is transferred to the customer, as the Company has a right to payment, and the customer has assumed significant risks and rewards of such product without any remaining performance obligation. Sales discounts were of gross revenue during the years ended December 31, 2021 and 2020, respectively. The Company does not enter into long-term sales contracts. (b) Loyalty Programs For some of its locations, the Company has customer loyalty programs where retail customers accumulate points based on their level of spending. These points are recorded as a contract liability until customers redeem their points for discounts on cannabis and vape products as part of an in-store sales transaction. In addition, the Company records a performance obligation as a reduction of revenue based on the estimated probability of point obligation incurred, which is calculated based on a standalone selling price that ranges between $ and $ per loyalty point. Upon redemption, the loyalty program obligation is relieved, and the offset is recorded as revenue. As of December 31, 2021, there were million points outstanding, with an approximate value of $ million. As of December 31, 2020, there were 52.5 million points outstanding, with an approximate value of $0.8 million. The Company expects outstanding loyalty points to be redeemed within . |
Other Income (Expense), Net
Other Income (Expense), Net | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Other Income (Expense), Net | NOTE 13. OTHER INCOME (EXPENSE), NET For the years ended December 31, 2021 and 2020, Other income (expense), net consisted of the following: ($ in thousands) 2021 2020 Unrealized gain (loss) on derivative liabilities - warrants $ 16,669 $ (8,659 ) Gain on derivative instruments 23,909 2,938 Loss on provision - loan receivable (753 ) (902 ) Unrealized loss on investments held at fair value (7,135 ) (162 ) Loss on debt extinguishment (17,987 ) (977 ) Loss on disposal of assets (886 ) (134 ) Loss on foreign currency (1,228 ) (1,415 ) Other income (loss), net 442 1,016 Total Other income (expense), net $ 13,031 $ (8,295 ) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Related Party Transactions | NOTE 14. RELATED PARTY TRANSACTIONS (a) Transactions with Key Management Personnel Related parties, including key management personnel hold 93.2 million redeemable units of Cresco Labs, LLC, which is equal to $32.7 million of Non-controlling 84.7 (b) Related Parties – Debt On August 12, 2021, the Company closed on a new Senior Loan agreement, the proceeds from which were used to retire the existing Amended Term Loan. Upon entering the new Senior Loan agreement, the Company has no borrowings with related parties. Prior to the closing of the new Senior loan, the Company had borrowings with related parties related to the Amended Term Loan. The balance of the Amended Term Loan as of December 31, 2021 is $nil as payments of $16.6 million were made in the third quarter of 2021 to repay n il details. Prior to the new Senior Loan agreement, related party lenders included Charles Bachtell, Chief Executive Officer and member of the Board; Robert Sampson, member of the Board; Global Green Debt, LLC which is owned by Randy Podolsky, member of the Board; Calti, LLC which is owned by Joe Caltabiano, owner of % of the Company’s outstanding redeemable shares; McCormack Capital which is owned by Brian McCormack, MVS shareholder; CL Debt which is owned by Dominic Sergi, MVS shareholder; a holder of minority interest in MedMar, Inc. (“MedMar”); and Vero Management LLC which is owned by individuals owning % of the Company’s outstanding redeemable shares. (c) Related Parties – L eases The Company has lease liabilities for real estate lease agreements in which the lessors have minority interest in SLO Cultivation, Inc. (“SLO”) and MedMar. The lease liabilities were incurred in January 2019 and May 2020 and will expire in 2027 through 2036. The Company has liabilities for real estate leases and other financing agreements in which the lessor is Clear Heights Properties where Dominic Sergi, MVS shareholder, is Chief Executive Officer. The liabilities were incurred by entering into operating leases, finance leases, and other financing transactions with terms that will expire in 2030. During the years ended December 31, 2021 and 2020, the Company received tenant improvement allowance reimbursements of $nil and $0.8 million respectively. The Company expects to receive further reimbursements of $2.2 million as of December 31, 2021. Below is a summary of the expense resulting from the related party lease liabilities for the years ended December 31, 2021 and 2020: Year Ended December 31, ($ in thousands) Classification 2021 2020 Operating Leases Lessor has minority interest in SLO Rent expense $ 1,563 $ 2,138 Lessor has minority interest in MedMar Rent expense 238 140 Lessor is an MVS shareholder Rent expense 1,168 647 Finance Leases Lessor has minority interest in MedMar Depreciation expense $ 277 $ 151 Lessor has minority interest in MedMar Interest 310 174 Lessor is an MVS shareholder Depreciation 74 64 Lessor is an MVS shareholder Interest 88 80 Additionally , below is a summary of the ROU assets and lease liabilities attributable to related party leases: As of December 31, 2021 As of December 31, 2020 ($ in thousands) ROU Asset Lease Liability ROU Asset Lease Liability Operating Leases Lessor has minority interest in SLO $ 6,996 $ 11,938 $ 4,926 $ 8,560 Lessor has minority interest in MedMar 1,525 1,549 1,146 1,187 Lessor is an MVS shareholder 6,314 4,867 6,334 4,783 Finance Leases Lessor has minority interest in MedMar $ 2,137 $ 2,457 $ 1,201 $ 1,365 Lessor is an MVS shareholder 616 1,063 648 678 During the years ended December 31, 2021 and 2020, the Company recorded interest expense on finance liabilities of $0.3 million and $0.1 million, respectively. As of December 31, 2021 and 2020, the Company had finance liabilities totaling $1.5 million. All finance liabilities outstanding are due to an entity controlled by an MVS shareholder. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Commitments and Contingencies | NOTE 15. COMMITMENTS AND CONTINGENCIES (a) 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. As of December 31, 2021, there were pending or threatened lawsuits, except as disclosed below, that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also proceedings in which any of the Company’s directors, officers, or affiliates are an adverse party or has a material interest adverse to the Company’s interest. During the year ended December 31, 2020, a former executive of the Company commenced proceedings against the Company. On January 29, 2021, the Company commenced an action in the Supreme Court of British Columbia against various parties, including this former executive and a special purpose acquisition entity. On February 1, 2021, a binding settlement was reached , 1 million SVS to the counterparty relating to certain equity awards previously held by the counterparty in exchange for a number of covenants including non-solicitation, non-hire, certain provisions surrounding voting rights and limitations on future sales of Company shares. As contemplated by the settlement, the Company discontinued the action on February 4, 2021, and a mutual release of claims resulted. At December 31, 2020, the Company had recorded an estimated liability, based on certain assumptions impacting the value of the settlement and benefits to the Company , Contingencies The payment non-solicitation S non-solicitation with-or-without with-and-without re-created. value. (b) Contingencies The Company’s operations are subject to a variety of federal, state, and local regulations. Failure to comply with or more of those regulations could result in fines, restrictions on the Company’s operations, suspension or revocation permits, or other disciplinary actions (collectively, “Disciplinary Actions”) that could adversely affect the Company’s financial position and results of operations. While management believes that the Company is in substantial compliance with state and local regulations as of December 31, 2021, these regulations continue to evolve and are subject to differing interpretations and enforcement. As a result, the Company may be subject to disciplinary actions in the future. (c) Commitments As of December 31, 2021, the Company had total commitments of $9.2 million related to construction projects and $1.2 million related to the Illinois Social Equity Applicant Program in Illinois. The Company has employment agreements with key management personnel which include severance in the event of termination totaling approximately $4.6 million with additional equity and/or benefit compensation. |
Financial Instruments And Fina
Financial Instruments And Financial Risk Management | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Financial Instruments And Financial Risk Management | NOTE 16. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT Financial Instruments The Company’s financial instruments are held at amortized cost (adjusted for impairments or expected credit losses, as applicable) or fair value. The carrying values of financial instruments held at amortized cost approximate their fair values as of December 31, 2021 and 2020 due to their nature and relatively short maturity date. Financial assets and liabilities with embedded derivative features are carried at fair value. Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The three levels of hierarchy are: • Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and • Level 3 – Inputs for the asset or liability that are not based on observable market data. There have been no transfers between fair value levels valuing these assets during the year. The following tables summarize the Company’s financial instruments as of December 31, 2021 and 2020: December 31, 2021 ($ in thousands) Amortized Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents $ 223,543 $ — $ — $ — $ 223,543 Restricted cash 1 2,559 — — — 2,559 Security deposits 3,941 — — — 3,941 Accounts receivable, net 43,379 — — — 43,379 Loans receivable, short-term 747 — — 565 1,312 Loans receivable, long-term 505 — — — 505 Investments — 4,710 542 660 5,912 Financial Liabilities: Accounts payable $ 32,278 $ — $ — $ — $ 32,278 Accrued liabilities 95,442 — — — 95,442 Short-term borrowings 19,928 — — — 19,928 Current portion of lease liabilities 20,792 — — — 20,792 Deferred consideration, contingent consideration and other payables, short-term 5 12 — 71,816 71,833 Derivative liabilities, short — — — 1,172 1,172 Lease liabilities 118,936 — — — 118,936 Deferred consideration and contingent consideration, long-term — — — 17,651 17,651 Long-term notes payable and loans payable 465,079 — — — 465,079 1 cash balances include various escrow accounts related to investments, acquisitions, facility requirements and building improvements. December 31, 2020 ($ in thousands) Amortized Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents $ 136,339 $ — $ — $ — $ 136,339 Restricted cash 1 4,435 — — — 4,435 Security deposits 3,558 — — — 3,558 Accounts receivable, net 29,943 — — — 29,943 Loans receivable, short-term 921 — 1,517 2,438 Loans receivable, long-term 1,204 — — 20,019 21,223 Investments 2 3,192 — 1,049 119 4,360 Financial Liabilities: Accounts payable $ 23,231 $ — $ — $ — $ 23,231 Accrued liabilities 130,469 — — — 130,469 Short-term borrowings 25,924 — — — 25,924 Current portion of lease liabilities 18,040 — — — 18,040 Deferred consideration, contingent consideration and other payables, short-term — 22 — 19,093 19,115 Derivative liabilities - — — — 17,505 17,505 Lease liabilities 74,468 — — — 74,468 Deferred consideration and contingent consideration, long-term — — — 7,247 7,247 Long- T N P L P 255,439 — — — 255,439 1 Restricted cash balances include various escrow accounts related to investments, acquisitions and facility licensing requirements. 2 Investment balances in the amortized cost column represent equity method investments. The December 31, 2020 Level 3 asset balance of $21.7 million decreased by $20.5 million to a December 31, 2021 balance of $1.2 million. The decrease is driven by the effective settlement of $20.0 million of Loans receivable, long-term on February 16, 2021, as part of the Verdant acquisition, and a $1.0 million decrease in Loans receivable, short term related to Lighthouse. The Lighthouse balance decrease is driven by a $0.4 million payment in the second quarter of 2021 and an increase to the ECL reserve of $0.6 million, recorded in the fourth quarter of 2021. These decreases are offset partially by an increase to investment in Old Pal of $0.5 million, obtained upon the acquisition of Bluma. The December 31, 2020 Level 3 liability balance of $43.8 million increased by $46.8 million compared the million due to increases in contingent consideration of $34.0 million and deferred consideration of $46.9 million related to the purchases of Cultivate and Laurel Harvest, respectively, and an increase of $1.3 million in the fair value of Valley Ag deferred consideration. These increases are offset by a fourth quarter write-off of price. (a) Loans receivable, short-term The following is a summary of Loans receivable, short-term balances and valuation classifications (discussed further below) as of December 31, 2021 and 2020: ($ in thousands) Valuation classification 12/31/2021 12/31/2020 Short-term loans receivable - Lighthouse Fair value $ 565 $ 1,517 Interest receivable Amortized cost 747 921 Total Loans receivable, short-term $ 1,312 $ 2,438 (i) Lighthouse Loan On August 12, 2019, the Company issued a secured convertible promissory note that is convertible, at the Company’s discretion, into additional membership units approximating 1% ownership of the parent company of Lighthouse. (ii) Other Loans The Company acquired a short-term loan receivable upon its acquisition of Bluma on April 14, 2021. During the third quarter of 2021, the Company received $1.6 million in full payment of this loan. (b) Loans receivable, long-term ($ in thousands) Valuation classification 12/31/2021 12/31/2020 Long-term loans receivable - Verdant Fair value $ — $ 20,019 Long-term loans receivable - Illinois Incubator Amortized cost 100 — Long-term loans receivable - Other Amortized cost 405 367 Interest receivable Amortized cost — 837 Total Loans receivable, long-term $ 505 $ 21,223 (i) Verdant Loan On February 16, 2021, the Company acquired dispensary operations from Verdant. As part of the acquisition, the long-term loans receivable and related interest receivable due from Verdant were effectively settled and classified as consideration paid as part of the acquisition. See Note 10 for additional details. (ii) Loans for Pending Acquisitions - Other During 2021, the Company acquired the operations of Bluma, Cultivate, and Laurel Harvest. As part of the acquisitions, the long-term loans receivables and related interest receivables were effectively settled and classified as consideration paid as part of the acquisitions. See Note 10 for additional details. (iii) Illinois Incubator Loan In connection with the Illinois Social Equity Applicant program, the Company has issued a $ million loan to an Illinois company which has secured a Craft Grower License to operate in the state; the loan was fully funded on July 20, 2021. This loan is measured at amortized cost, bears interest, and matures on . (iv) Other Loans In connection with the acquisition of Origin House, the Company assumed a loan receivable with a balance f $ million as of December 31, 2021 and 2020. (c) Share Purchase Warrants At December 31, 2021, the Company had 9.8 , During the year ended December 31, 2021, 1 During the year ended December 31, 2021, the Company recorded a mark-to-market of $ million, primarily due to changes in the Company’s share prices, volatility, and remaining expected life; additionally, the Company recorded a $ million unrealized loss on foreign exchange. For the year ended December 31, 2020, the Company recorded a mark-to-market of $ million due to changes in share price and an unrealized foreign exchange loss of $ millio n . All warrants classified as derivative liabilities are measured at fair value. As of December 31, 2021 and 2020, the fair value of liability-classified warrants was determined using the Black-Scholes option-pricing model utilizing the following assumptions: 2021 2020 Risk-free annual interest rate 0.15 % 0.13 % Expected annual dividend yield 0.0 % 0.0 % Expected stock price volatility 47.3 % 83.0 % Expected life of stock warrants < 1 year 1.8 years Forfeiture rate 0 % 0 % Share price at period end $ 6.62 $ 9.86 Strike price at period end $ 9.86 $ 9.82 For the year ended December , , volatility was calculated by using the Company’s historical share volatility. For the year ended December , , volatility was calculated by using the average historical volatility of comparable companies from a representative peer group of publicly traded companies, respectively. An increase in volatility would result in an increase in fair value at grant date. The expected life in years represents the period of time before warrants expire. The risk-free rate is based on U.S. treasury bills with a remaining term equal to the expected life of the options. The Company does not expect grantees to forfeit warrants. The change in volatility rate noted above was made because the Company now has a reasonable observable history of volatility to use a company-specific rate, whereas in the past it did not. The impact of the change in volatility rates resulted in a one-time Financial Risk Management The Company is exposed in varying degrees to a variety of financial instrument-related risks. The Board and Company management mitigate these risks by assessing, monitoring and approving the Company’s risk management processes: (a) Credit and Banking Risk Credit risk is the risk of a potential loss to the Company if a customer or a third party to a financial instrument fails to meet its contractual obligations. The maximum credit exposure at December 31, 2021 and 2020 is the carrying amount of cash, accounts receivable, and loans receivable. The Company does not have significant credit risk with respect to its customers or loan counterparties, based on cannabis industry growth in its key markets and the low interest rate environment. Although all deposited cash is placed with U.S. financial institutions in good standing with regulatory authorities, changes in U.S. federal banking laws related to the deposit and holding of funds derived from activities related to the cannabis industry have passed the U.S. House of Representatives but have not yet been voted on within the U.S. Senate. Given that current U.S. federal law provides that the production and possession of cannabis is illegal, there is a strong argument that banks cannot accept for deposit funds from businesses involved with the cannabis industry, leading to an increased risk of legal actions against the Company and forfeitures of the Company’s assets. The Company’s aging of Accounts receivables as of December 31, 2021 and 2020 was as follows: ($ in thousands) 2021 2020 0 to 60 days $ 37,750 $ 28,280 61 to 120 days 4,309 1,134 120 days + 3,540 1,225 Total accounts receivable, gross 45,599 30,639 Allowance for doubtful accounts 2,220 696 Total accounts receivable, net $ 43,379 $ 29,943 For the years ended December 31, 2021 and 2020, the Company recorded bad debt expense of $1.0 million and $0.4 million, respectively, to account for ECL and recorded an additional $0.3 million and $0.4 million, respectively, in bad debt related to invoice write-offs. (b) Asset Forfeiture Risk Because the cannabis industry remains illegal under U.S. federal law, any property owned by participants in the cannabis industry which are either used in the course of conducting such business, or are the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property was never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture. (c) Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities. The Company primarily manages liquidity risk through the management of its capital structure by ensuring that it will have sufficient liquidity to settle obligations and liabilities when due. As of December 31, 2021, the Company had working capital (defined as current assets less current liabilities) of $133.4 million, which reflects the equity raise that occurred in the first quarter of 2021 and the amendment of the term loan facility in the third quarter of 2021. In January 2021, the Company completed the placement of 9.9 million SVS at a price of C$16.00 per share for total gross proceeds of approximately $120.7 million. In August 2021, the Company amended the existing term loan facility, increasing the total principal outstanding to $400 million, at a reduced interest rate of 9.5%. See Note s In addition to the commitments outlined in Note 15, the Company has the following contractual obligations as of December 31, 2021: ($ in thousands) < 1 Year 1 to 3 Years 3 to 5 Years Total Accounts payable & Accrued liabilities $ 127,720 $ — $ — $ 127,720 Deferred consideration, contingent consideration and other payables 71,833 — — 71,833 Deferred consideration and contingent consideration — 17,651 — 17,651 Long-term notes payable and loans payable and Short-term borrowings 19,928 — 465,079 485,007 Total obligations as of December 31, 2021 $ 219,481 $ 17,651 $ 465,079 $ 702,211 (d) Market Risk (i) Currency Risk The operating results and balance sheet of the Company are reported in USD. As of December 31, 2021 and December 31, 2020, the Company’s financial assets and liabilities are primarily in USD. However, from time to time some of the Company’s financial transactions are denominated in currencies other than USD. The results of the Company’s operations are subject to currency transaction and translation risks. The Company recorded $ million a n foreign As of December 31, 2021 and 2020, the Company had no hedging agreements in place with respect to foreign exchange rates. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at (ii) Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. An increase or decrease in the Company’s incremental borrowing rate by 10% would result in an associated increase or decrease in Deferred consideration, contingent consideration and other payables , The Company’s Senior Loan accrues interest at a rate of 9.5%, per annum, and has an effective interest rate of . (iii) Price Risk Price risk is the risk of variability in fair value due to movements in equity or market prices. The Company is subject to price risk related to derivative liabilities and contingent consideration that are valued based on the Company’s own stock price. An increase or decrease in stock price by 10% would result in an associated increase or decrease to Deferred consideration, contingent consideration and other payables, Derivative liabilities, long-term and Deferred consideration and contingent consideration with a corresponding change to Other (expense) income, net. As of December 31, 2021 , unfavorable or a favorable impact of $0.5 million, respectively. (iv) Tax Risk Tax risk is the risk of changes in the tax environment that would have a material adverse effect on the Company’s business, results of operations, and financial condition. Currently, state-licensed marijuana businesses are assessed a comparatively high effective federal tax rate due to IRC Section 280E, which bars businesses from deducting all expenses except their cost of goods sold when calculating federal tax liability. Any increase in tax levies resulting from additional tax measures may have a further adverse effect on the operations of the Company, while any decrease in such tax levies will be beneficial to future operations. See Note 20 for the Company’s disclosure of uncertain tax positions. (v) Regulatory Risk Regulatory risk pertains to the risk that the Company’s business objectives are contingent, in part, upon the compliance of regulatory requirements. Due to the nature of the industry, the Company recognizes that regulatory requirements are more stringent and punitive in nature. Any delays in obtaining, or failure to obtain regulatory approvals can significantly delay operational and product development and can have a material adverse effect on the Company’s business, results of operation, and financial condition. The Company is cognizant of the advent of regulatory changes occurring in the cannabis industry on the city, state, and national levels. Although the regulatory outlook on the cannabis industry has been moving in a positive trend, the Company is aware that unforeseen regulatory changes could have a material adverse impact on the goals and operation of the business as a whole. (vi) COVID-19 The novel coronavirus (“COVID-19”) |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Variable Interest Entities | NOTE 17. 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 consolidated balance sheets as of December 31, 2021 and 2020. All of these entities were determined to be VIEs as the Company possesses the power to direct activities through written agreements and is subject to the risk and rewards as a primary beneficiary: December 31, 2021 December 31, 2020 ($ in thousands) Cresco Labs Cresco Labs Cresco Current assets $ 36,850 $ 7,111 $ 830,828 Non-current 36,320 14,744 143,449 Current liabilities (72,476 ) (20,898 ) (849,691 ) Non-current (23,124 ) (2,986 ) (83,138 ) Non-controlling — — 97,180 Deficit attributable to Cresco Labs Inc. (22,430 ) (2,029 ) (55,732 ) As of December 31, 2021, the Company held more than 50% of voting shares of Cresco Labs, LLC; therefore, Cresco Labs, LLC is no longer a variable interest entity and has been consolidated for all periods presented. The following table presents the summarized financial information about the Company’s consolidated VIEs which are included in the Consolidated Statements of Operations for the years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 ($ in thousands) Cresco Labs Cresco Labs Cresco Revenue $ 4,031 $ 2,916 $ 98,786 Net income (loss) attributable to non-controlling — — 6,666 Net income (loss) attributable to Cresco Labs Inc. (9,120 ) (1,796 ) 10,204 Net income (loss) (9,120 ) (1,796 ) 16,870 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Segment Information | NOTE 18. SEGMENT INFORMATION The Company operates in one segment, the cultivation, manufacturing, distribution, and sale of cannabis. The Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, and the Chief Commercial Officer of the Company have been identified as the Chief Operating Decision Makers (“CODM”) and manage the Company’s operations as a whole. For the purpose of evaluating financial performance and allocating resources, the CODM review certain financial information presented on a consolidated basis accompanied by information by customer and geographic region. For the years ended December 31, 2021, and 2020, the Company generated 99.6% and 98.0%, respectively, of its revenue in the U.S. with the remainder generated in Canada. |
Interest Expense, Net
Interest Expense, Net | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Interest Expense, Net | NOTE 19. INTEREST EXPENSE, NET Interest expense, net consisted of the following for the years ended December 31, 2021 and 2020: ($ in thousands) 2021 2020 Interest expense – leases $ (4,053 ) $ (3,064 ) Interest expense – notes and loans payable (29,661 ) (14,350 ) Accretion of debt discount and amortization of deferred financing fees (5,153 ) (4,619 ) Interest expense – financing activities and (11,586 ) (10,568 ) Other interest expense (1,696 ) (39 ) Interest income 938 1,411 Total Interest expense, net $ (51,211 ) $ (31,229 ) See Note 5 for additional information regarding Interest expense – leases and Interest expense—financing activities and sale and leasebacks and Note 11 for additional information on Interest expense – notes and loans payable and Accretion of debt discount and amortization of deferred financing fees. |
Provision For Income Taxes And
Provision For Income Taxes And Deferred Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Provision For Income Taxes And Deferred Income Taxes | NOTE 20. PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES As the Company operates in the cannabis industry, the Company is subject to the limits of IRC Section 280E for U.S. federal income tax purposes as well as state income tax purposes for all states except California and Arizona. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable The Company intends to be treated as a United State corporation for U.S. federal income tax purposes under IRC Section 7874 and is expected to be subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company (as defined in the Income Tax Act (Canada) (the “ITA”)) for Canadian income tax purposes. As a result, the Corporation is subject to taxation both in Canada and the U.S. As of December non-capital - 2041, $ 30.8 million of U.S. federal net operating losses which have an indefinite carryforward period, and $138.3 million of state net operating losses, which expire in 2038-2041 d million of non-capital losses , $ million of U.S. federal net operating losses, and $99.3 million of state net operating losses. A valuation allowance to reflect management’s estimate of the temporary deductible differences that may expire prior to their utilization has been recorded at December 31, 2021 and 2020. During 2020 and 2021, the Company maintained a full valuation allowance against its net Canadian deferred tax assets, as losses are generated in Canada with no projection of future taxable income. As of December 31, 2021, the Company recorded a valuation allowance on a majority of its state net operating losses. Provision for income taxes consists of the following for the years ended December 31, 2021 and 2020: ($ in thousands) 2021 2020 Current Federal $ 51,815 $ 27,821 State 23,337 11,936 Foreign — — Total current $ 75,152 $ 39,757 Deferred Federal $ (29,445 ) $ (6,253 ) State (14,043 ) (4,394 ) Foreign 5,759 (9,273 ) Total deferred $ (37,729 ) $ (19,920 ) Change in valuation allowance $ 2,684 $ 8,767 Total $ 40,107 $ 28,604 As of December 31, 2021 and 2020, the components of deferred tax assets and liabilities were as follows: ($ in thousands) 2021 2020 Deferred tax assets Share-based compensation $ 1,029 $ 360 Financing f 2,542 2,920 Net operating losses 36,096 29,708 Inventory 239 967 Capital losses — 336 Lease liabilities 26,761 22,284 Other 730 4,279 Total deferred tax assets $ 67,397 $ 60,854 Deferred tax liabilities ROU assets $ (7,824 ) $ (7,574 ) Property, plant and equipment (11,885 ) (12,668 ) Intangible assets (93,761 ) (48,499 ) Other (1,948 ) (139 ) Total deferred tax liabilities $ (115,418 ) $ (68,880 ) Valuation allowance $ (31,085 ) $ (26,044 ) Net deferred tax liabilities $ (79,105 ) $ (34,071 ) The reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows: ($ in thousands) 2021 2020 Expected income tax expense at statutory tax rate $ (53,912 ) $ (13,475 ) Tax rate differences (1,109 ) (13,684 ) Pass through and non-controlling (7,373 ) (4,775 ) State tax expense, net 9,319 7,517 IRC Section 280E disallowance 47,100 35,376 Changes in value of deferred consideration (10,103 ) 3,116 Loss on debt modification 7,554 — Uncertain tax treatment (4,749 ) 755 Share-based compensation 3,941 3,159 Goodwill impairment 45,314 — Change in valuation allowance 2,684 8,768 Other $ 1,440 1,847 Income tax expense $ 40,107 $ 28,604 Effective tax rate (15.6 %) (44.6 %) A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: ($ in thousands) 2021 2020 Balance at January 1 $ 4,749 $ 3,993 Additions based on tax positions related to the current year — 556 Additions for tax positions of prior years — 200 Reductions for tax positions of prior year s (4,749 ) — Balance at the end of the year $ — $ 4,749 In 2021, the Company recorded an additional deferred tax asset of million related to the step-up million related to estimated payables to certain shareholders. In 2021, the Company recorded a deferred tax liability of $82.3 million through goodwill related to the acquisition of Verdant, Bluma, Cultivate, and Laurel Harvest. Unrecognized income tax benefits are reported net of their related deferred federal income tax benefit. Previously, the Company had recorded a reserve for an uncertain tax position on certain arrangements between its management companies and operating companies. During 2021, the Company reversed such reserve and will no longer record an uncertain tax position related to this tax position going forward due to a favorable conclusion of an IRS audit exam, which changed management’s cumulative probability that this uncertain tax position would be upheld. This resulted in a one-time of $4.7 million. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Subsequent Events | NOTE 21. SUBSEQUENT EVENTS The Company has evaluated subsequent events through March 25, 2022, which is the date on which these financial statements were issued. On February 4, 2022, the PDOH’s Office of Medical Marijuana released a statement announcing that it was ordering the recall of certain vape medical marijuana products containing some added ingredients that had not been approved for inhalation by the U.S. Food and Drug Administration. This recall effected three vape product formulations sold by Cresco entities in Pennsylvania. The Company has reviewed the pertinent facts and completed its assessment of the potential impact of the recall; concluding no material impact to the consolidated financial position, results of operations or cash flows. On March 23, 2022, the Company announced it had entered into a definitive arrangement agreement (“Arrangement Agreement”) with Columbia Care Inc. (“Columbia Care”) to acquire all of the issued and outstanding shares of Columbia Care in an all-share transaction with an equity value of approximately $2.0 billion (the “Columbia Care Transaction”). Under the terms of the Arrangement Agreement, holders of common shares of Columbia Care will receive 0.5579 SVS of Cresco Labs for each Columbia Care share. Additional details of the Columbia Care Transaction will be described in the management information circular and proxy statement that will be mailed to Columbia Care shareholders in connection with a special meeting of Columbia Care shareholders expected to be held in the second quarter of 2022 to approve this transaction. The Columbia Care Transaction is expected to close during the fourth quarter of 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Basis of Preparation | (a) Basis of Preparation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Basis of Measurement | (b) Basis of Measurement The accompanying consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for certain equity method investments as well as certain loans receivable, investments, derivative instruments, and contingent consideration, which are recorded at fair value. Historical cost is generally based upon the fair value of the consideration given in exchange for assets acquired and the contractual obligation for liabilities incurred. |
Functional and Presentation Currency | (c) Functional and Presentation Currency The Company’s functional currency and that of the majority of its subsidiaries is the United States (“U.S.”) dollar. The Company’s reporting currency is the U.S. dollar (“USD”). All references to “C$” refer to Canadian dollars. Foreign currency denominated assets and liabilities are re-measured period-end Assets and liabilities of foreign operations having a functional currency other than USD (e.g., C$) are translated at the rate of exchange prevailing at the reporting date; revenues and expenses are translated at the monthly average rate of exchange during the period. Gains or losses on translation of foreign subsidiaries and net investments in foreign operations are included in other comprehensive loss and Accumulated other comprehensive loss on the Consolidated Balance Sheets. |
Basis of Consolidation | (d) Basis of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries with intercompany balances and transactions eliminated upon consolidation. Subsidiaries are those entities over which the Company has the power over the investee; is exposed, or has rights, to variable involvement with the investee; and has the ability to use its power to affect its returns. The following are Cresco Labs’ wholly owned or controlled entities as of December 31, 2021: Entity Location Purpose Percentage Held Cresco Labs Inc. British Columbia, Canada Parent Company CannaRoyalty Corp. (Origin House) Ontario, Canada Holding Company 100 % Cali-AntiFragile Corp. California Holding Company 100 % Alta Supply Inc. (Continuum) California Distribution 100 % Kaya Management Inc. California Production 100 % River Distributing Co., LLC California Distribution 100 % FloraCal Farm s California Cultivation 100 % Cub City, LLC California Cultivation 100 % CRHC Holdings Corp. Ontario, Canada Holding Company 100 % Laurel Harvest Labs, LLC Pennsylvania Cultivation and Dispensary Facility 100 % JDRC Mount Joy, LLC Illinois Holding Company 100 % JDRC Scranton, LLC Illinois Holding Company 100 % Entity Location Purpose Percentage Held Bluma Wellness Inc. British Columbia, Canada Holding Company 100 % CannCure Investments Inc. Ontario, Canada Holding Company 100 % Cannabis Cures Investments, LLC Florida Holding Company 100 % 3 Boys Farm, LLC (One Plant Florida) Florida Cultivation, Production and Dispensary Facility 100 % Farm to Fresh Holdings, LLC Florida Cultivation, Production and Dispensary Facility 100 % Cresco U.S. Corp . Illinoi Manager of Cresco Labs, LLC 100 % MedMar Inc. Illinois Holding Company 100 % MedMar Lakeview, LLC Illinois Dispensary 88 % MedMar Rockford, LLC Illinois Dispensary 75 % Gloucester Street Capital, LLC New York Holding Company 100 % Valley Agriceuticals, LLC New York Operating Entity 100 % CMA Holdings, LLC Illinois Holding Company 100 % BL Real Estate, LLC Massachusetts Holding Company 100 % Cultivate Licensing LLC Massachusetts Cultivation, Production and Dispensary Facility 100 % Cultivate Worcester, Inc Massachusetts Dispensary 100 % Cultivate Leicester, Inc Massachusetts Cultivation, Production and Dispensary Facility 100 % Cultivate Framingham, Inc Massachusetts Dispensary 100 % Cultivate Burncoat, Inc Massachusetts Holding Company 100 % Cultivate Cultivation, Inc Massachusetts Cultivation and Production Entity 100 % Good News Holdings, LLC Illinois Holding Company 100 % Wonder Holdings, LLC Illinois Holding Company 100 % BW Maryland Holdings, LLC Illinois Holding Company 100 % CP Pennsylvania Holdings, LLC Illinois Holding Company 100 % Bay, LLC Pennsylvania Holding Company 100 % Bay Asset Management, LLC Pennsylvania Holding Company 100 % Ridgeback, LLC Colorado Holding Company 100 % Cresco Labs, LLC Illinois Operating Entity 57 % Cresco Labs Notes Issuer, LLC Illinois Holding Company Cresco Labs Ohio, LLC Ohio Cultivation, Production and Dispensary Facility 99 % Wellbeings, LLC Delaware CBD Wellness Product Development 100 % Cresco Labs SLO, LLC California Holding Company 100 % SLO Cultivation Inc. California Cultivation and Production Facility 80 % Cresco Labs Joliet, LLC Illinois Cultivation and Production Facility 100 % Cresco Labs Kankakee, LLC Illinois Cultivation and Production Facility 100 % Cresco Labs Logan, LLC Illinois Cultivation and Production Facility 100 % Cresco Labs PA, LLC Illinois Holding Company 100 % Cresco Yeltrah, LLC Pennsylvania Cultivation, Production and Dispensary Facility 100 % JDC Newark, LLC Ohio Holding Company 100 % Verdant Creations Newark, LLC Ohio Dispensary 100 % JDC Marion, LLC Ohio Holding Company 100 % Verdant Creations Marion, LLC Ohio Dispensary 100 % JDC Chillicothe, LLC Ohio Holding Company 100 % Verdant Creations Chillicothe, LLC Ohio Dispensary 100 % JDC Columbus, LLC Ohio Holding Company 100 % Care Med Associates, LLC Ohio Dispensary 100 % Cresco Labs Arizona, LLC Arizona Holding Company 100 % Arizona Facilities Supply, LLC Arizona/Maryland Cultivation, Production and Dispensary Facility 100 % Cresco Labs Tinad, LLC Illinois Holding Company 100 % PDI Medical III, LLC Illinois Dispensary 100 % Cresco Labs Phoenix Farms, LLC Illinois Holding Company 100 % Phoenix Farms of Illinois, LLC Illinois Dispensary 100 % JDC Elmwood, LLC Illinois Holding Company 100 % FloraMedex, LLC Illinois Dispensary 100 % Cresco Edibles, LLC Illinois Holding Company 100 % TSC Cresco, LLC Illinois Licensing 75 % Cresco HHH, LLC Massachusetts Cultivation, Production and Dispensary Facility 100 % Cresco Labs Michigan, LLC (a) Michigan Cultivation and Production Facility 85 % (a) Cresco Labs Michigan, LLC is 85% owned by related parties within management of the Company. Cresco U.S. Corp., which is wholly owned by the Company, is the sole manager of Cresco Labs, LLC; Cresco Labs, LLC is the sole owner and manager of Cresco Labs Notes Issuer, LLC. Therefore, the Company controls Cresco Labs Notes Issuer, LLC and has consolidated its results into the consolidated financial statements. Non-controlling as |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents Cash and cash equivalents include cash deposits in financial institutions and other deposits that are readily convertible into cash and cash on hand at locations. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Restricted Cash | (f) Restricted Cash Restricted cash represents amounts held in escrow related to investments, acquisitions, and building improvements. |
Accounts Receivable | (g) Accounts Receivable Accounts receivable are recorded net of allowance for doubtful accounts. The Company estimates the allowance for doubtful accounts based on contractual payment terms, actual payment history of its customers, current economic conditions, and individual customer circumstances. Accounts receivables are evaluated quarterly, and an allowance is recorded as needed. When a receivable is uncollectible, it is written off against the provision. Subsequent recoveries of amounts previously written off are credited to the Consolidated Statements of Operations. See Note 16 for further discussion. |
Inventory | (h) Inventory Inventory is primarily composed of raw materials (cannabis and non-cannabis), Inventory is recorded at the lower of cost or net realizable value, with cost determined using the weighted-average cost method. For manufactured inventory, costs incurred during the growing and production of cannabis and cannabis-based products are capitalized as incurred to the extent that cost is less than net realizable value. These costs include, but are not limited to, materials, labor, overhead costs and depreciation expense on equipment involved in manufacturing, packaging, labeling, inspection and testing. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventory is written down to net realizable value or a reserve is recorded for inventory identified for disposal. |
Property and Equipment | (i) Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Land is recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful life of the asset. The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year-end |
Intangible Assets | (j) 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 or date of consolidation/control. Amortization of definite-lived intangible assets is recorded on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any. Costs incurred during the year to renew or extend the term of a recognized intangible asset are included within additions and are amortized on a straight-line basis over the useful lives of the permit or license renewal period. Intangible assets are amortized over the following terms: Category Estimated Useful Life Customer Relationships 7 - 19 years Non-Compete 4 - 5 years Trade Names 10 years Permit Application Fees 1 - 2 years Non-Solicitation 1 - 2 years The estimated useful lives and residual values are reviewed at each year end, and any changes in estimates are accounted for prospectively. Intangible assets that have an indefinite useful life are not subject to amortization. The Company’s indefinite-lived intangible assets consist of licenses which represent the future benefits associated with the Company’s cultivation, processing, and dispensary licenses. Absent such license intangibles, the Company cannot continue as a going concern and as such, there is no foreseeable limit to the period over which these assets are expected to generate future cash inflows to the Company. Definite-lived intangible assets are tested for impairment when there is an indication of impairment. Indefinite-lived intangible assets are tested for impairment annually or more frequently as warranted if events or changes in circumstances indicate impairment. For the purpose of impairment testing, goodwill and indefinite-lived intangible assets have been allocated to reporting units, determined based on the smallest identifiable group of assets that generate cash inflows and outflows that are largely independent of cash inflows from other assets or group of assets. |
Equity Method Investments | (k) Equity Method Investments The Company determines how to account for investments based on the level of control or significant influence it has over the investee. If the Company determines it has control, then the investee is consolidated. Investees in which the Company has significant influence, but no control, are considered equity method investments. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but without control or joint control over those policies. Investments in equity method investments are accounted for using the equity method of accounting. Interests in equity method investments accounted for using the equity method are initially recognized at cost. The carrying value is then adjusted for the Company’s share of comprehensive loss, additional contributions to the investee and additional distributions from the investee. The carrying value of equity method investments is assessed for impairment at each balance sheet date. The Company’s investments in equity-accounted investees are classified within Investments in the Consolidated Balance Sheets. Investments in which the Company does not have significant influence or control are first recognized at cost. At each reporting period, the investment balances are adjusted to fair value, with changes in value recognized through profit and loss. See Note 6 for additional information on the Company’s Equity method investments. |
Goodwill | (l) Goodwill Goodwill represents the excess of the purchase price paid for the acquisition of a business over the fair value of the net assets acquired. Goodwill is allocated to the reporting unit or reporting units, which are expected to benefit from the synergies of the combination. Goodwill is not subject to amortization and is tested for impairment annually or more frequently as warranted if events or changes in circumstances indicate impairment may have occurred. For the purpose of impairment testing, goodwill and indefinite-lived intangible assets have been allocated to reporting units or groups of reporting units representing the lowest level at which the assets generate cash inflow and outflow independent of other assets. An impaired asset is written down to its estimated fair value based on the most recent information available. The Company assesses the fair values of its reporting unit using an income-based approach. Under the income approach, fair value is based on the present value of estimated future cash flows. The income approach is dependent on a number of factors, including forecasted revenues and expenses, appropriate discount rates and other variables. The impairment review, performed in October of each year, utilizes the estimated fair value of the intangible assets and the overall reporting unit and compares the estimated fair values to the carrying values as of the testing date. If the carrying value of these intangible assets or the reporting unit exceeds the fair values, the Company would then use the fair values to measure the amount of any required impairment charge. See Note 7 for additional details. As of December 31, 2021, the Company has no |
Income Taxes | (m) Income Taxes Tax expense recognized in profit or loss is comprised of the sum of current and deferred taxes not recognized in other comprehensive loss or directly in equity. (i) Current Tax Current tax assets and/or liabilities are comprised of claims from, or obligations to, fiscal authorities relating to the current or prior reporting periods that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. (ii) Deferred Tax Deferred taxes are calculated using the asset and liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are always provided for in full. The measurement of deferred tax assets is reduced through a valuation allowance, if necessary, by the amount of any tax benefits that, based on available evidence, are more likely than not expected to be unrealized. Deferred tax assets and liabilities are offset only when the Company has a right and intention to offset current tax assets and liabilities from the same taxation authority. Changes in deferred tax assets or liabilities are recognized as a component of tax income or expense in profit or loss, except where they relate to items that are recognized in other comprehensive (loss) or directly in equity, in which case the related deferred tax is also recognized in other comprehensive (loss) or equity, respectively. As the Company operates in the cannabis industry, the Company is subject to the limits 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 |
Fair Value of Financial Instruments | (n) Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with Accounting Standards Codification (“ASC”) 820 Fair Value Measurements Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the inputs to the fair value measurements. The three levels of the hierarchy are: • 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 • Level 3 – Inputs for the asset or liability that are not based on observable market data. See Note 16 for additional details. |
Loans Receivable | (o) Loans Receivable The Company may provide financing to various related and non-related Receivables Financial Instruments |
Leases | (p) Leases The Company has entered into leases primarily for its corporate office, cultivation and processing facilities and dispensaries. At inception of a contract, the Company determines whether the contract includes a lease. A contract contains a lease if it includes enforceable rights and obligations under which the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. The Company recognizes a right-of-use The Company assesses at lease commencement whether it is reasonably certain to exercise extension or termination options. The Company reassesses its lease portfolio to determine whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control. The extension options which are considered reasonably certain to be exercised are mainly those for which operational decisions have been made that make the lease assets vital to the continued relevant business activities. Liabilities arising from a lease are initially measured at the present value of the lease payments not yet paid, which are then discounted using the Company’s incremental borrowing rate. Lease liabilities include the value of the following payments: (i) Fixed payments, including in-substance (ii) The exercise price of a purchase option if the Company is reasonably certain to exercise that option; and (iii) Penalties for early termination of the lease, if the lease term reflects the Company exercising an option to terminate the lease. The lease liability is subsequently measured at amortized cost using the effective interest method. The lease liability is decreased by cash paid net of interest expense incurred. The lease liability is remeasured when there is a change in future lease payments, or if the Company changes its assessment of whether it will exercise an extension, purchase, or termination option. (i) The amount of the initial measurement of lease liability; (ii) Lease payments made at or before the commencement date less any lease incentives received; (iii) Any initial direct costs; and (iv) An estimate of costs of dismantling and removing the underlying asset, restoring the site on which it is located or the underlying asset, if applicable. The ROU asset is depreciated on a straight-line basis from the commencement date to the end of the lease term. A fixed amount of rent expense is recognized on a straight-line basis over the lease term for operating leases. For finance leases, depreciation expense on the ROU asset and interest expense on the lease liability are recognized over the lease term. The value of the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain revaluations of the lease liability. In accordance with the guidance in ASC 842 Leases, the Company has elected not to recognize ROU assets and lease liabilities where the total lease term is less than or equal to twelve months. The payments for such leases are recognized as rent expense within Selling, general and administrative expenses or Cost of goods sold in the Consolidated Statements of Operations on a straight-line basis over the lease term. See Note 5 for additional information on leases. |
Revenue Recognition | (q) Revenue Recognition Revenue is recognized by the Company in accordance with ASC 606 Revenue from Contracts with Customers In order to recognize revenue under ASC 606, the Company applies the following five (5) steps: • Identify a customer along with a corresponding contract; • Identify the performance obligation(s) in the contract to transfer goods to a customer; • Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods to a customer; • Allocate the transaction price to the performance obligation(s) in the contract; and • Recognize revenue when or as the Company satisfies the performance obligation(s). Revenue consists of wholesale and retail sales of cannabis and other cannabis-derived and related products. Wholesale and retail sales are both generally recognized at a point in time when control over the goods has been transferred to the customer and is recorded net of sales discounts. For retail sales, payment is typically due upon transferring the goods to the customer. For wholesale sales, payment is typically due upon transferring the goods to the customer or within a specified time period permitted under agreed-upon payment terms. Revenue is recognized upon the satisfaction of the performance obligation. The Company satisfies its performance obligation and transfers control upon delivery and acceptance by the customer. For some of its locations, the Company has customer loyalty programs where retail customers accumulate points based on their level of spending and use these points for discounts on cannabis and cannabis related products. These points are recorded as a contract liability until customers redeem their points for discounts. In addition, the Company records a performance obligation as a reduction of revenue based on the estimated probability of point redemption, which is calculated based on a standalone selling price and using historical redemption rates. Upon redemption, the loyalty program obligation is relieved, and the offset is recorded as revenue. In the event of a product recall, the expected value method is utilized to estimate the financial impact and a reduction of revenue is recorded. See Note 12 for additional information on revenue. |
Excise Tax | (r) Excise Tax The Company recognizes excise tax and community benefit fees as Cost of goods sold or Selling, general and administrative expense based on whether the tax is generated on production of cannabis or as part of selling costs, respectively. |
Share-Based Compensation | (s) Share-Based Compensation The Company measures equity settled share-based payments based on their fair value at the grant date and recognizes compensation expense over the vesting period based on the Company’s estimate of equity instruments that will eventually vest. For awards with performance conditions, compensation expense is recognized over the service period of awards and adjusted for the probability of achievement of performance-based goals. Expected forfeitures are estimated at the date of grant and subsequently adjusted if further information indicates actual forfeitures may vary from the original estimate. The impact of the revision of the original estimate is recognized in profit or loss such that the cumulative expense reflects the revised estimate. For share-based payments granted to non-employees, |
Earnings (Loss) Per Share | (t) Earnings (Loss) Per Share Earnings (loss) per share (“EPS”) is calculated by dividing the net earnings or loss attributable to shareholders by the weighted average shares outstanding during the period. The Company presents basic and diluted EPS in the Consolidated Statements of Operations. Basic EPS is calculated by dividing the profit or loss attributable to shareholders by the weighted average number of shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the weighted average number of shares outstanding for the effects of all dilutive potential shares, which are comprised of redeemable Cresco Labs, LLC shares; options, warrants, and restricted stock units (“RSUs”) issued. Shares with anti-dilutive impacts are excluded from the calculation. The number of shares included with respect to redeemable shares, options, warrants, and RSUs is computed using the treasury stock method. Potentially dilutive shares as of December 31, 2021 and 2020, which were excluded from the calculation of diluted EPS for the periods presented consisted of the following: (in thousands) 2021 2020 Redeemable shares 115,136 136,077 Options 23,609 9,402 Warrants 9,842 532 RSUs 999 145 Total potentially dilutive shares 149,586 146,156 |
Variable Interest Entities | (u) Variable Interest Entities A variable interest entity (“VIE”) is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to control the entity’s activities or do not substantially participate in the gains and losses of the entity. Upon inception of a contractual agreement, and thereafter, if a reconsideration event occurs, the Company performs an assessment to determine whether the arrangement contains a variable interest in an entity and whether that entity is a VIE. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Under ASC 810 Consolidations |
Business Combinations | (v) Business Combinations A business combination is a transaction or event in which an acquirer obtains control of one or more businesses and is accounted for by applying the acquisition method. The total consideration transferred in a business combination is the sum of the fair values of assets transferred, liabilities assumed, and equity interests and other consideration issued by the acquirer in exchange for control of the acquiree. The acquisition date is the date on which the Company obtains control of the acquiree. The identifiable assets acquired, and liabilities assumed are recognized at their acquisition date fair values, except for deferred taxes and share-based payment awards where ASC 805 Business Combinations Non-controlling |
Critical Accounting Estimates, Judgments, and Assumptions | (w) Critical Accounting Estimates, Judgments, and Assumptions The preparation of the Company’s consolidated financial statements under U.S. GAAP requires management to make estimates, judgments, and assumptions about the carrying amounts of certain assets and liabilities. Estimates and related assumptions are based on historical experience and other relevant factors. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis for reasonableness and relevancy. Where revisions are required, they are recognized in the period in which the estimate is revised for the current as well as future periods that are affected. Estimates, judgments, and assumptions that have the most significant effect on the amounts recognized in the accompanying consolidated financial statements are described below. (i) Expected Credit Loss (“ECL”) on Loans Receivable The Company calculates ECLs in accordance with ASC 326 Financial Instruments—Credit Losses using the Current ECL methodology. The Company develops a provision matrix and measures the expected credit losses based on lifetime expected credit losses, taking into consideration historical credit loss experience and financial factors specific to the debtors. In developing a provision matrix, the Company (1) determines the appropriate groupings of receivables into categories of shared credit risk characteristics, (2) determines historical loss rates, (3) considers forward-looking macro- economic factors and adjusts historical loss rates to reflect relevant future economic conditions, (4) calculates expected credit losses, and (5) concludes on the accounting implications. The inputs and models used for calculating expected credit losses may not always capture all characteristics of the market at the date of the financial statements. To reflect this, temporary, qualitative adjustments may be made using expert credit judgment. The allowance the Company records, if any, is the sum of these probability-weighted outcomes. (ii) Inventory In calculating final inventory values, management compares the inventory cost to estimated net realizable value. The net realizable value of inventories represents the estimated selling price of inventory in the ordinary course of business, less all estimated costs of completion and costs necessary to complete the sale. The determination of net realizable value requires significant judgment including consideration of factors such as shrinkage, the aging of and future demand for inventory and the future selling price the Company expects to realize by selling the inventory. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on sale could differ from estimates. Periodic reviews are performed on the inventory balance and the impact of changes in inventory reserves is recorded in Cost of goods sold. See Note 3 for additional information. (iii) Estimated Useful Lives, Depreciation of Property and Equipment, and Amortization of Intangible Assets Depreciation of property and equipment and amortization of definite-lived intangible assets are recorded on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any. Estimating useful lives of property and equipment and definite-lived intangible assets requires careful judgement. Inappropriate estimations could result in impairment losses recognized in later periods. Both property and equipment and intangible assets are reviewed for impairment periodically. (iv) Property and Equipment Impairment The Company evaluates the carrying value of long-lived assets throughout the reporting period, whenever there is indication that a long-lived asset is impaired. Such indicators include evidence of physical damage, indicators that the economic performance of the asset is worse than expected, or that the decline in asset value is more than the passage of time or normal use, or significant changes occur with an adverse effect on the Company’s business. If any such indication exists, the Company estimates the recoverable amount of the asset. An asset is impaired when its carrying amount exceeds its recoverable amount. The Company measures impairment based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. The fair value is determined primarily by using the projected future cash flows. Losses on long-lived assets to be disposed of are determined in a similar manner, except that the fair values are reduced based on an estimate of the cost to dispose or abandon. (v) Goodwill and Indefinite-Lived Intangible Asset Impairment Goodwill and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter and whenever events or changes in circumstances indicate that the carrying amount of these assets has been impaired. In order to determine if the value of these assets might be impaired, the reporting unit to which the assets have been allocated must be valued using present value techniques. When applying this valuation technique, the Company relies on a number of factors, including historical results, business plans, forecasts, market data and discount rates. An estimated fair value is determined using the present value of estimated future cash flows under this methodology, and any excess of recorded goodwill over estimated fair value is written off through impairment expense. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill and indefinite-lived intangibles. Management has determined the Company’s reporting units that hold such goodwill and indefinite-lived intangible assets to be California, Illinois, Maryland, Arizona, New York, Massachusetts, Ohio, Florida, and Pennsylvania. (vi) Business Combinations and Asset Acquisitions Determination of an acquisition as a business combination or an asset acquisition depends on whether the assets acquired constitute a business. The classification can have a significant impact on the accounting on and subsequent to the acquisition date. a. Business Combinations In determining the fair value of all identifiable assets, liabilities, contingent liabilities and non-controlling b. Asset Acquisitions Acquisitions that do not meet the definition of a business combination are accounted for as an asset acquisition. Consideration paid for an asset acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values. Goodwill is not recorded as a result of an asset acquisition. (vii) Share-Based Compensation In determining the fair value of share-based awards for the purpose of calculating compensation expense, key estimates such as the rate of forfeiture of awards granted, the expected life of options, the volatility of the Company’s stock price and the risk-free interest rate are used. For awards with performance conditions, additional estimates for the probability of achievement of performance-based goals are also necessary. (viii) Income Tax Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Uncertain tax positions are recognized and measured using a two-step (ix) Measurement of ROU Assets and Sale and Leaseback Accounting Assets and liabilities arising from a lease are initially measured at the present value of the lease payments not yet paid, which are then discounted using the Company’s incremental borrowing rate. The Company applies ASC 842 when accounting for lease transactions. Significant estimates and judgments are involved in determining the implicit interest rate. A sale and leaseback transaction involves the transfer of an asset to another entity and the leaseback of the same asset. The Company applies ASC 606 and ASC 842 when accounting for sale and leaseback transactions. Significant estimates and judgments applied include determination of the fair value of the underlying asset, transfer of control, and determination of the implicit interest rate. The Company recognizes gains or losses related to the transfer of rights of the asset to the buyer-lessor and measures the ROU asset arising from the leaseback at the retained portion of the previous carrying amount. In cases where the transaction does not qualify for sale and leaseback accounting treatment, the asset is not derecognized, and no gain or loss is recorded. The transaction is treated as a financing transaction. See Note 5 for additional information. (x) Fair Value Measurements Fair value is defined as a price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on a specified date. The Company estimates fair value of financial instruments in accordance ASC 820 “Fair Value Measurement”, using quoted market prices whenever available and utilizing standard pricing models in situations where quoted market prices are not available. See Note 16 for additional information on the inputs utilized in the determination of fair values, including fair value hierarchy considerations. (xi) Contingencies The Company is subject to lawsuits, investigations and other claims related to employment, commercial, regulatory, and other matters that arise out of operations in the normal course of business. At each reporting period, 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 accrued expenses. 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. |
Recasts and Adjustments | (x) Recasts and Adjustments During the first quarter of 2021, the Company transitioned from International Financial Reporting Standards to U.S. GAAP. Prior period amounts included throughout the consolidated financial statements have been recast and adjusted to update for historical changes necessary to present the consolidated financial statements in accordance with U.S. GAAP. |
Recently Adopted Accounting Pronouncements | (y) Recently Adopted Accounting Pronouncements Aside from the transition to U.S. GAAP referred to above, the Company does not have any recently adopted accounting pronouncements during the year ended December 31, 2021. |
Recently Issued Accounting Standards | (z) Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options 470-20) Derivatives and Hedging—Contracts in Entity’s Own Equity 815-40). 2020-06 In May 2021, FASB issued ASU No. 2021-04 Earnings Per Share Debt—Modifications and Extinguishments 470-50), Compensation—Stock Compensation Derivatives and Hedging—Contracts in Entity’s Own Equity 815-40). 2021-04 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Significant Investments in Subsidiaries | Entity Location Purpose Percentage Held Cresco Labs Inc. British Columbia, Canada Parent Company CannaRoyalty Corp. (Origin House) Ontario, Canada Holding Company 100 % Cali-AntiFragile Corp. California Holding Company 100 % Alta Supply Inc. (Continuum) California Distribution 100 % Kaya Management Inc. California Production 100 % River Distributing Co., LLC California Distribution 100 % FloraCal Farm s California Cultivation 100 % Cub City, LLC California Cultivation 100 % CRHC Holdings Corp. Ontario, Canada Holding Company 100 % Laurel Harvest Labs, LLC Pennsylvania Cultivation and Dispensary Facility 100 % JDRC Mount Joy, LLC Illinois Holding Company 100 % JDRC Scranton, LLC Illinois Holding Company 100 % Entity Location Purpose Percentage Held Bluma Wellness Inc. British Columbia, Canada Holding Company 100 % CannCure Investments Inc. Ontario, Canada Holding Company 100 % Cannabis Cures Investments, LLC Florida Holding Company 100 % 3 Boys Farm, LLC (One Plant Florida) Florida Cultivation, Production and Dispensary Facility 100 % Farm to Fresh Holdings, LLC Florida Cultivation, Production and Dispensary Facility 100 % Cresco U.S. Corp . Illinoi Manager of Cresco Labs, LLC 100 % MedMar Inc. Illinois Holding Company 100 % MedMar Lakeview, LLC Illinois Dispensary 88 % MedMar Rockford, LLC Illinois Dispensary 75 % Gloucester Street Capital, LLC New York Holding Company 100 % Valley Agriceuticals, LLC New York Operating Entity 100 % CMA Holdings, LLC Illinois Holding Company 100 % BL Real Estate, LLC Massachusetts Holding Company 100 % Cultivate Licensing LLC Massachusetts Cultivation, Production and Dispensary Facility 100 % Cultivate Worcester, Inc Massachusetts Dispensary 100 % Cultivate Leicester, Inc Massachusetts Cultivation, Production and Dispensary Facility 100 % Cultivate Framingham, Inc Massachusetts Dispensary 100 % Cultivate Burncoat, Inc Massachusetts Holding Company 100 % Cultivate Cultivation, Inc Massachusetts Cultivation and Production Entity 100 % Good News Holdings, LLC Illinois Holding Company 100 % Wonder Holdings, LLC Illinois Holding Company 100 % BW Maryland Holdings, LLC Illinois Holding Company 100 % CP Pennsylvania Holdings, LLC Illinois Holding Company 100 % Bay, LLC Pennsylvania Holding Company 100 % Bay Asset Management, LLC Pennsylvania Holding Company 100 % Ridgeback, LLC Colorado Holding Company 100 % Cresco Labs, LLC Illinois Operating Entity 57 % Cresco Labs Notes Issuer, LLC Illinois Holding Company Cresco Labs Ohio, LLC Ohio Cultivation, Production and Dispensary Facility 99 % Wellbeings, LLC Delaware CBD Wellness Product Development 100 % Cresco Labs SLO, LLC California Holding Company 100 % SLO Cultivation Inc. California Cultivation and Production Facility 80 % Cresco Labs Joliet, LLC Illinois Cultivation and Production Facility 100 % Cresco Labs Kankakee, LLC Illinois Cultivation and Production Facility 100 % Cresco Labs Logan, LLC Illinois Cultivation and Production Facility 100 % Cresco Labs PA, LLC Illinois Holding Company 100 % Cresco Yeltrah, LLC Pennsylvania Cultivation, Production and Dispensary Facility 100 % JDC Newark, LLC Ohio Holding Company 100 % Verdant Creations Newark, LLC Ohio Dispensary 100 % JDC Marion, LLC Ohio Holding Company 100 % Verdant Creations Marion, LLC Ohio Dispensary 100 % JDC Chillicothe, LLC Ohio Holding Company 100 % Verdant Creations Chillicothe, LLC Ohio Dispensary 100 % JDC Columbus, LLC Ohio Holding Company 100 % Care Med Associates, LLC Ohio Dispensary 100 % Cresco Labs Arizona, LLC Arizona Holding Company 100 % Arizona Facilities Supply, LLC Arizona/Maryland Cultivation, Production and Dispensary Facility 100 % Cresco Labs Tinad, LLC Illinois Holding Company 100 % PDI Medical III, LLC Illinois Dispensary 100 % Cresco Labs Phoenix Farms, LLC Illinois Holding Company 100 % Phoenix Farms of Illinois, LLC Illinois Dispensary 100 % JDC Elmwood, LLC Illinois Holding Company 100 % FloraMedex, LLC Illinois Dispensary 100 % Cresco Edibles, LLC Illinois Holding Company 100 % TSC Cresco, LLC Illinois Licensing 75 % Cresco HHH, LLC Massachusetts Cultivation, Production and Dispensary Facility 100 % Cresco Labs Michigan, LLC (a) Michigan Cultivation and Production Facility 85 % (a) Cresco Labs Michigan, LLC is 85% owned by related parties within management of the Company. |
Summary of Estimated Useful Lives of Property Plant and Equipment | Category Methodology Estimated Useful Life Leasehold Improvements Amortized over the lesser of the life of the lease or estimated 1 - 15 years Machinery and Equipment Over the estimated useful life of the asset 5 - 15 years Furniture and Fixtures Over the estimated useful life of the asset 3 - 8 years Vehicles Over the estimated useful life of the asset 5 years Website and Software Over the estimated useful life of the asset 3 - 7 years Computer Equipment Over the estimated useful life of the asset 3 - 7 years Buildings and Building Improvements Over the estimated useful life of the asset 5 - 39 years |
Summary of Useful Lives of Finite Lived Intangible Assets Other Than Goodwill | Category Estimated Useful Life Customer Relationships 7 - 19 years Non-Compete 4 - 5 years Trade Names 10 years Permit Application Fees 1 - 2 years Non-Solicitation 1 - 2 years |
Schedule Of Potential Dilutive Shares Excluded From Computation Of Diluted Earnings Per Share | Potentially dilutive shares as of December 31, 2021 and 2020, which were excluded from the calculation of diluted EPS for the periods presented consisted of the following: (in thousands) 2021 2020 Redeemable shares 115,136 136,077 Options 23,609 9,402 Warrants 9,842 532 RSUs 999 145 Total potentially dilutive shares 149,586 146,156 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Inventory | Inventory as of December 31, 2021 and 2020, consisted of the following: ($ in thousands) 2021 2020 Raw materials $ 38,618 $ 23,203 Raw materials— non-cannabis 22,260 15,288 Work-in-process 26,561 7,530 Finished goods 49,204 21,162 Total Inventory $ 136,643 $ 67,183 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Property and Equipment | As of December 31, 2021 and 2020, Property and equipment consisted of the following: ($ in thousands) Land and Machinery Furniture Leasehold Website, Vehicles Construction Total Cost Balance as of January 1, 2020 $ 72,803 $ 15,650 $ 10,458 $ 41,638 $ 2,715 $ 715 $ 42,048 $ 186,027 Additions 6,278 5,915 4,820 5,198 2,414 879 45,193 70,697 Transfers 27,581 1,290 2,191 30,548 125 21 (61,756 ) — Disposals — (110 ) (33 ) (214 ) (24 ) — — (381 ) Sales related to sale and leaseback transactions (10,136 ) — — — — — (11,403 ) (21,539 ) Additions from acquisition — 455 473 11,069 585 331 5,166 18,079 Effect of foreign exchange and other adjustments — 6 (273 ) 130 (43 ) — (51 ) (231 ) As of December 31, 2020 $ 96,526 $ 23,206 $ 17,636 $ 88,369 $ 5,772 $ 1,946 $ 19,197 $ 252,652 Additions 7,873 5,772 4,484 12,339 1,650 921 63,413 96,452 Transfers 4,021 4,923 3,560 39,494 580 65 (52,646 ) (3 ) Disposals — (130 ) (407 ) (811 ) (23 ) (30 ) — (1,401 ) Additions from acquisition 39,106 5,279 834 12,448 111 377 12,839 70,994 Effect of foreign exchange and other adjustments (642 ) (82 ) 120 939 58 (21 ) 44 416 As of December 31, 2021 $ 146,884 $ 38,968 $ 26,227 $ 152,778 $ 8,148 $ 3,258 $ 42,847 $ 419,110 Accumulated depreciation Balance as of January 1, 2020 $ (511 ) $ (1,248 ) $ (994 ) $ (3,142 ) $ (743 ) $ (160 ) $ — $ (6,798 ) Depreciation (1,522 ) (1,987 ) (2,205 ) (10,197 ) (1,263 ) (333 ) — (17,507 ) Sales related to sale and leaseback transactions — — — 457 — — — 457 As of December 31, 2020 $ (2,033 ) $ (3,235 ) $ (3,199 ) $ (12,882 ) $ (2,006 ) $ (493 ) $ — $ (23,848 ) Depreciation (5,465 ) (3,603 ) (4,387 ) (10,358 ) (1,882 ) (588 ) — (26,283 ) Disposals — 74 140 297 13 19 — 543 Adjustments — (57 ) (133 ) (206 ) (52 ) 18 — (430 ) As of December 31, 2021 $ (7,498 ) $ (6,821 ) $ (7,579 ) $ (23,149 ) $ (3,927 ) $ (1,044 ) $ — $ (50,018 ) Net book value As of December 31, 2020 $ 94,493 $ 19,971 $ 14,437 $ 75,487 $ 3,766 $ 1,453 $ 19,197 $ 228,804 As of December 31, 2021 $ 139,386 $ 32,147 $ 18,648 $ 129,629 $ 4,221 $ 2,214 $ 42,847 $ 369,092 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of quantitative information about right-of-use assets [abstract] | |
Summary of Maturities of Lease Liabilities | As of December 31, 2021, maturities of lease liabilities were as follows: ($ in thousands) Total Operating Finance Leases 2022 $ 24,242 $ 18,971 $ 5,271 2023 24,260 18,832 5,428 2024 24,593 18,989 5,604 2025 26,102 20,348 5,754 2026 26,423 20,528 5,895 Thereafter 207,288 174,141 33,147 Total lease payments $ 332,908 $ 271,809 $ 61,099 Less: imputed interest (184,810 ) (154,871 ) (29,939 ) Less: tenant improvement allowance (8,370 ) (7,671 ) (699 ) Present value of lease liabilities 139,728 109,267 30,461 Less: current lease liabilities (20,792 ) (16,348 ) (4,444 ) Present value of long-term lease liabilities $ 118,936 $ 92,919 $ 26,017 |
Summary of Maturities of Finance Liabilities | As of December 31, 2021, maturities of finance liabilities were as follows: ($ in thousands) Financing 2022 $ 12,881 2023 13,204 2024 13,535 2025 13,875 2026 14,223 Thereafter 126,445 Total finance payments $ 194,163 Less: interest (96,094 ) Less: tenant improvement allowance (273 ) Present value of finance liabilities 97,796 Less: short-term finance liabilities (10,217 ) Present value of long-term finance liabilities $ 87,579 |
Summary of Contractual Receipts for Lease Contract Due | Other information related to leases as of and for the years ended December 31, 2021 and 2020 was as follows: 2021 2020 ($ in thousands) Operating Finance Operating Finance Right-of-use $ 62,329 $ 25,688 $ 47,765 $ 24,029 Lease liabilities (current) 16,348 4,444 14,013 4,027 Lease liabilities (non-current) 92,919 26,017 47,528 26,940 Weighted average remaining lease term 1 4.7 11.2 13.3 12.1 Weighted average remaining discount rate 13.5 % 13.8 % 14.8 % 14.0 % |
Summary of Lease Cost | Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2021 and 2020 are as follows : ($ in thousands) 2021 2020 Interest paid on finance leases $ 4,742 $ 2,268 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Investments at Fair Value | The following is a summary of the investments held at fair value as of December 31, 2021 and 2020: ($ in thousands) 2021 2020 420 Capital $ 68 $ 68 Lighthouse 542 1,049 Fleurish — 51 Old Pal 592 — IMC 4,710 — Total Investments $ 5,912 $ 1,168 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Detailed information of Intangible assets and Goodwill | ($ in thousands) Customer Trade Permit Licenses Other Goodwill Total Cost Balance at January 1, 2020 $ 6,929 $ — $ 6,842 $ 83,447 $ 2,133 $ 134,735 $ 234,086 Additions — — 1,910 — 2,720 — 4,630 Additions from acquisitions 52,200 41,800 — 5,900 2,865 321,928 424,693 Foreign exchange — — — — — 5 5 Impairment — — — — (1,217 ) — (1,217 ) Measurement period adjustments 11,400 (2,100 ) — — (111 ) (6,099 ) 3,090 Balance at December 31, 2020 $ 70,529 $ 39,700 $ 8,752 $ 89,347 $ 6,390 $ 450,569 $ 665,287 Additions — — 3,169 3,002 — 6,171 Additions from acquisitions 24,250 1,400 — 317,200 1,151 212,140 556,141 Foreign exchange — — — — — — — Impairment (62,900 ) (39,000 ) — — (3,783 ) (215,551 ) (321,234 ) Measurement period adjustments — — — (2,240 ) — (391 ) (2,631 ) Disposals — — — — (476 ) — (476 ) Balance at December 31, 2021 $ 31,879 $ 2,100 $ 11,921 $ 404,307 $ 6,284 $ 446,767 $ 903,258 Accumulated amortization Balance at January 1, 2020 $ (858 ) $ — $ (3,265 ) $ — $ (1,022 ) $ — $ (5,145 ) Amortization (4,271 ) (3,970 ) (3,853 ) — (1,938 ) — (14,032 ) Balance at December 31, 2020 (5,129 ) (3,970 ) (7,118 ) — (2,960 ) — $ (19,177 ) Amortization 932 3,275 (3,330 ) — (642 ) — 235 Disposal s — — — — 95 — 95 Balance at December 31, 2021 $ (4,197 ) $ (695 ) $ (10,448 ) $ — $ (3,507 ) $ — $ (18,847 ) Net book value December 31, 2020 $ 65,401 $ 35,730 $ 1,632 $ 89,347 $ 3,431 $ 450,569 $ 646,110 December 31, 2021 $ 27,682 $ 1,405 $ 1,473 $ 404,307 $ 2,777 $ 446,767 $ 884,411 |
Disclosure of estimated amortization expense of intangible assets other than goodwill explanatory | The following table outlines the estimated annual amortization expense related to intangible assets as of December 31, 2021: ($ in thousands) Estimated 2022 $ 8,672 2023 4,786 2024 4,276 2025 4,349 2026 4,200 Thereafter 7,054 Total estimated amortization $ 33,337 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of issued and outstanding shares | As of December 31, 2021 and 2020, issued and outstanding shares and units consisted of the following: (in thousands) Redeemable Units Subordinate Voting Shares (SVS)* Proportionate Super Voting Special Beginning balance, January 1, 2020 142,172 73,600 57,937 500 — Options and warrants exercised — 1,711 12 — — RSU issued — 2,062 — — — Issuance of shares related to acquisitions — 69,929 233 — — Issuance of shares related to distribution agreements — 24 9 — — — Cresco LLC redemption (15,834 ) 15,681 — — — PVS converted to SVS — 28,871 (28,871 ) — — Issuances related to employee taxes on certain share-based — 1,336 — — — Share issuances — 792 — — 1 Ending balance, December 31, 2020 126,338 194,231 29,311 500 1 Options and warrants exercised — 3,030 — — — RSUs issued — 351 — — — Issuance of shares related to acquisitions — 35,425 — — — Issuance of shares related to distribution agreements — (249 ) — — — Cresco LLC redemption (16,897 ) 16,897 — — — PVS converted to SVS — 8,644 (8,644 ) — — Issuances related to employee taxes on certain share-based — 173 — — — Share issuances — 11,469 — — — Ending balance, December 31, 2021 109,441 269,971 20,667 500 1 * SVS includes shares pending issuance or cancellation ** PVS presented on an “as-converted” (1-to-200) *** SSVS presented on an “as-converted” (1-to-0.00001) |
Summary of Company issued shares in conjunction acquisitions | During the year ended December 31, 2021, the Company issued shares in conjunction with acquisitions as follows: (in thousands) Acquisition date SVS shares Replacement Equity-based Verdant February 16, 2021 127 — $ 2,004 Bluma April 14, 2021 15,061 814 193,310 Cultivate September 02, 2021 4,818 — 46,643 Cure Penn November 25, 2021 6,167 — 54,240 Laurel Harvest December 10, 2021 8,354 — 65,844 |
Summary of warrants outstanding | A summary of the status of the warrants outstanding is as follows: Number of (in thousands) Weighted- Balance as of January 1, 2020 6,454 $ 7.73 Exercised (271 ) 6.05 Balance as of December 31, 2020 6,183 $ 7.80 Bluma replacement warrants 4,665 11.64 Exercised (721 ) 6.15 Forfeited (285 ) 11.64 Balance as of December 31, 2021 9,842 $ 9.63 * PVS presented on an “as-converted” (1-to-200) |
Summary of Company issued shares in conjunction acquisitions | As of and for the year ended December 31, 2021, non-controlling p ($ in thousands) TSC MedMar Inc. MedMar Inc. Cresco Labs Ohio, SLO Inc. Other 1,3 Eliminations Total Non-current $ 5,208 $ 33,698 $ 22,934 $ 16,093 $ 23,422 $ 1,257,353 $ — $ 1,358,708 Current assets 54,506 95,522 154,929 64,897 97,276 250,029 (295,404 ) 421,755 Non-current — (11,213 ) (3,443 ) (12,286 ) (14,071 ) (653,320 ) — (694,333 ) Current liabilities (49,726 ) (92,049 ) (124,597 ) (73,441 ) (147,993 ) (107,143 ) 306,555 (288,394 ) Net assets $ 9,988 $ 25,958 $ 49,823 $ (4,737 ) $ (41,366 ) $ 746,919 $ 11,151 $ 797,736 Net assets attributable to NCI $ 2,850 $ 3,910 $ 6,123 $ 18 $ (9,143 ) $ 38,424 $ — $ 42,182 — Revenue $ 21,549 $ 48,435 $ 84,932 $ 22,661 $ 21,011 $ 663,602 $ (40,508 ) $ 821,682 Gross profit 13,592 32,020 47,922 10,650 (6,250 ) 320,419 (12,006 ) 406,347 Net income (loss) $ 12,387 $ 12,043 $ 30,666 $ (4,627 ) $ (19,247 ) $ (328,056 ) $ — $ (296,834 ) Net income (loss) allocated to NCI $ 3,097 $ 1,493 $ 7,666 $ (46 ) $ (3,849 ) $ 14,402 $ — $ 22,763 NCI percentage at December 31, 2021 25.0 % 1 12.4 % 2 25.0 % 2 1.0 % 1 20.0 % 1 43.3 % 1 The NCI percentage reflects the NCI that exists at Cresco Labs, LLC. There is a further 43.3% NCI related to NCI for Cresco Labs Inc. 2 The NCI percentage reflects the NCI that exists at Cresco Labs Inc. 3 Includes the effect of LLC unit redemptions and other adjustments As of and for the year ended December 31, 2020, Non-controlling ($ in thousands) TSC MedMar Inc. MedMar Inc. Cresco Labs Ohio, SLO Other 1,3 Eliminations Total Non-current $ 4,064 $ 32,397 $ 20,957 $ 13,626 $ 22,744 $ 889,341 $ — $ 983,129 Current assets 31,099 26,022 38,178 42,934 80,219 184,871 (153,856 ) 249,467 Non-current — (11,755 ) (2,188 ) (12,328 ) (10,666 ) (367,481 ) — (404,418 ) Current liabilities (24,852 ) (32,922 ) (28,248 ) (46,953 ) (118,870 ) (164,422 ) 163,421 (252,846 ) Net assets $ 10,311 $ 13,742 $ 28,699 $ (2,721 ) $ (26,573 ) $ 542,309 $ 9,565 $ 575,332 Net assets attributable to NCI $ 2,521 $ 3,308 $ 4,334 $ 64 $ (5,293 ) $ 97,161 $ — $ 102,095 Revenue $ 16,874 $ 31,320 $ 38,417 $ 14,646 $ 19,772 $ 386,257 $ (31,035 ) $ 476,251 Gross profit 10,033 16,411 20,092 5,097 (4,461 ) 164,116 (4,587 ) 206,701 Net income (loss) $ 7,884 $ 3,606 $ 10,430 $ (6,238 ) $ (11,219 ) $ (97,234 ) $ — $ (92,771 ) Net income (loss) allocated to NCI $ 1,971 $ 447 $ 2,607 $ (62 ) $ (2,244 ) $ 6,667 $ — $ 9,386 NCI percentage at December 31, 2020 25.0 % 1 12.4 % 2 25.0 % 2 1.0 % 1 20.0 % 1 50.1 % 1 The NCI percentage reflects the NCI that exists at Cresco Labs, LLC. There is a further 50.1% NCI related to NCI for Cresco Labs Inc. 2 The NCI percentage reflects the NCI that exists at Cresco Labs Inc. 3 Includes the effect of LLC unit redemptions and other adjustments |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of the status of the stock options outstanding | A summary of the status of the options outstanding consisted of the following: (Shares in thousands) Number of Weighted- Weighted- Aggregate Outstanding – January 1, 2020 22,920 $ 3.18 8.60 $ 99,142 Granted 6,628 5.04 Exercised (1,820 ) 2.12 Origin House replacement awards 629 4.24 Forfeited (5,850 ) 2.77 Outstanding – 22,507 $ 3.96 8.10 $ 133,604 Exercisable - December 31, 2020 9,853 $ 3.19 3.40 $ 65,743 Granted 5,227 11.29 Exercised (2,589 ) 1.97 Forfeited (1,535 ) 9.51 Outstanding - December 31, 2021 23,610 $ 5.54 7.70 $ 53,455 Exercisable - December 31, 2021 12,772 $ 3.69 7.20 $ 40,209 |
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 intrinsic value of options exercised for the years ended December 31, 2021 and 2020: Year Ended December 31, (In thousands, except per share data) 2021 2020 Weighted average grant date fair value (per share) of stock option units granted $ 7.39 $ 3.05 Intrinsic value of stock option units exercised, using market price at exercise date $ 21,131 $ 7,000 |
Summary of fair value of stock options granted under the plan | The fair value of stock options granted under the Plan during the years ended December 31, 2021 and 2020, was determined using the Black-Scholes option-pricing model with the following range of assumptions at the time of the grant: 2021 2020 Risk-free annual interest rate 0.4% - 1.2% 0.6% - 1.8% Expected annual dividend yield 0% 0 % Expected stock price volatility 67% to 82.2% 64.9% to 81.0% Expected life of stock options 5 to 7 years 5 to 7 years Forfeiture rate 7.5% - 24.9% 5.0% - 15.0% Fair value at grant date $4.47 to $8.78 $1.84 to $6.33 Stock price at grant date $6.62 to $13.10 $2.99 to $9.86 Exercise price range $6.62 to $13.10 $2.99 to $9.86 |
Summary of outstanding RSUs | A summary of outstanding RSUs is provided below: (Shares in thousands) Number of Weighted Outstanding - January 1, 2020 404 $ 8.58 Granted 661 6.00 Origin House replacement awards 3,431 5.96 Vested and settled (3,436 ) 5.23 Forfeited (66 ) 8.91 Outstanding – December 31, 2020 994 $ 6.54 Granted 544 11.78 Bluma replacement awards 207 12.17 Vested and settled (501 ) 9.20 Forfeited (151 ) 8.21 Outstanding - December 31, 2021 1,093 $ 8.83 Liability-classified as of December 31, 2021 4 $ 6.62 |
Summary of Total Fair Value of Restricted Stock Units Vested | The following table summarizes the total fair value of RSUs vested for the years ended December 31, 2021 and 2020: Year Ended December 31, ($ in thousands) 2021 2020 Total fair value of RSUs vested, using market price at vest date $ 4,783 $ 20,528 |
Summary of Shares Movement | A summary of the share movement is provided (In thousands, except per share data) Shares issued Fair value (per share) Compensation Bluma replacement shares 814 $ 12.17 $ 239 Subscription award 62 $ 11.25 $ 694 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Statements [Line Items] | |
Summary of contributed revenue and net income (loss) | The table below summarizes contributed Revenue and Net income (loss) for the year ended December 31, 2021: ($ in thousands) Verdant (i) Bluma (ii) Cultivate Cure Penn Laurel Total Contributed revenue $ 26,547 $ 26,642 $ 29,279 $ 2,966 $ 328 $ 85,762 Net (loss) income 5,352 (8,382 ) 14,944 (50 ) (136 ) $ 11,728 |
Summary of pro forma information | The following unaudited pro forma financial information reflects the combined results of operations of Cresco Labs Inc. and the pre-acquisition For the year ended December 31, 2021 Cresco Verdant Bluma (ii) Cultivate Cure Penn Laurel Total ($ in thousands) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Pro forma revenue $ 821,682 $ 2,677 $ 7,906 $ 39,033 $ 29,281 $ 1,966 $ 902,545 Pro forma net income: Pre-acquisition net income (846 ) (13,784 ) 4,550 8,161 (2,121 ) Pro forma adjustments: (a) Transaction costs 399 1,461 1,555 439 1,081 (b) Post-acquisition share-based compensation — 2,440 — — — (c) Intangible amortization (150 ) (599 ) (860 ) (355 ) (68 ) Total pro forma adjustments $ 250 $ 3,302 $ 695 $ 84 $ 1,013 Total pro forma net income $ (296,834 ) $ (596 ) $ (10,482 ) $ 5,245 $ 8,245 $ (1,109 ) $ (295,531 ) (a) includes removal of transaction costs as they will be reflected as of the beginning of the earliest period presented (January 1, 2020). These costs were included as Selling, general, and administrative expenses in the Consolidated Statements of Operations. (b) includes removal of post combination share-based compensation expense related to warrants issued, replacement shares and replacement RSU awards recorded related to the. Bluma, acquisition. These costs were included as Selling, general, and administrative expenses in the Consolidated Statements of Operations. (c) includes estimated amortization expense on intangible assets acquired. Th ese For the year ended December 31, 2020 Cresco Verdant (i) Bluma (ii) Cultivate Cure Penn Laurel Total ($ in thousands) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Pro forma revenue $ 476,251 $ 15,195 $ 12,338 $ 22,965 $ 29,119 $ 1 $ 555,869 Pro forma net income: Pre-acquisition net income (1,982 ) (25,998 ) 772 8,384 (650 ) Pro forma adjustments: (a) Transaction costs (399 ) (1,461 ) (1,555 ) (439 ) (1,081 ) (b) Post-acquisition share-based compensation — (2,440 ) — — — (c) Intangible amortization (171 ) (853 ) (3,483 ) (387 ) (73 ) Total pro forma adjustments $ (571 ) $ (4,754 ) $ (5,037 ) $ (826 ) $ (1,153 ) Total pro forma net income $ (92,771 ) $ (2,553 ) $ (30,752 ) $ (4,266 ) $ 7,558 $ (1,803 ) $ (124,587 ) |
Summary of deferred consideration, contingent consideration and other payables balances classified as short term | The following is a summary of Deferred consideration, contingent consideration and other payables balances as of December 31, 2021 and 2020, which are classified as short-term: ($ in thousands) 2021 2020 Valley Ag contingent consideration $ — $ 19,093 Cultivate contingent consideration 33,969 — Laurel Harvest deferred consideration, short term 37,847 — Total Deferred consideration, contingent consideration and other payables, short-term - acquisition related $ 71,816 $ 19,093 |
Summary of long-term contingent consideration | (d) Long-term Deferred and Contingent Consideration The following is a summary of Long-term contingent consideration as of December 31, 2021 and 2020: ($ in thousands) 2021 2020 Valley Ag operating cash flows consideration $ 8,577 $ 7,247 Laurel Harvest deferred consideration, long ter m 9,074 — Total Long-term deferred and contingent consideration $ 17,651 $ 7,247 |
2021 [Member] | |
Statements [Line Items] | |
Summary of significant business combinations | The table below summarizes significant business combinations completed during the year ended December 31, 2021: ($ in thousands) Verdant (i) Bluma (ii) Cultivate Cure Laurel Harvest Total Total consideration Common shares issued $ 2,000 $ 183,262 $ 46,643 $ 52,610 $ 65,844 $ 350,359 Cash 1,500 — — 33,304 20,480 55,284 Cashless exercise option on loan 10,000 — — — — 10,000 Settlement of leases 90 — — — — 90 Loan settlement 11,414 21,226 1,852 — 3,339 37,831 Warrants issued — 18,415 — — — 18,415 Replacement RSU awards — 10,048 — — — 10,048 Payment of acquisition-related transaction costs on behalf of the acquiree — 3,373 1,001 3,135 331 7,840 Payment of 3rd-party — — 20,125 — — 20,125 Deferred consideration — 1,806 — — 46,677 48,483 Contingent consideration — — 29,642 — — 29,642 Total consideration $ 25,004 $ 238,130 $ 99,263 $ 89,049 $ 136,671 $ 588,117 Net identifiable assets (liabilities) acquired Cash $ 1,360 $ 1,623 $ 2,938 $ 751 $ 937 $ 7,609 Accounts receivable — — 6,494 33 — 6,527 Inventory 1,519 19,244 24,862 2,963 506 49,094 Loans receivable, short-term — 1,600 — — — 1,600 Other current assets 76 1,205 662 134 36 2,113 Property & equipment 996 26,152 30,128 1,845 11,873 70,994 Right-of-use 127 13,709 1,304 1,834 859 17,833 Other non-current 47 — — — — 47 Customer relationships 1,370 6,700 13,600 2,320 260 24,250 License 16,320 117,000 12,000 70,950 98,690 314,960 Trade name — — 1,400 — — 1,400 Non-compete — — 800 270 80 1,150 Investments — 693 — — — 693 Total identifiable assets acquired $ 21,815 $ 187,926 $ 94,188 $ 81,100 $ 113,241 $ 498,270 Short-term liabilities (1,601 ) (3,733 ) (14,585 ) (1,186 ) (151 ) (21,256 ) Lease liability (127 ) (13,685 ) (1,304 ) (1,834 ) (859 ) (17,809 ) Contract liability-loyalty program — (456 ) — (355 ) — (811 ) Deferred tax liability (3,968 ) (36,940 ) (10,597 ) — (30,753 ) (82,258 ) Total identifiable liabilities acquired (5,696 ) (54,814 ) (26,486 ) (3,375 ) (31,763 ) (122,134 ) Net identifiable assets acquired $ 16,119 $ 133,112 $ 67,702 $ 77,725 $ 81,478 $ 376,136 Purchase price allocation Net identifiable assets acquired 16,119 133,112 67,702 77,725 81,478 376,136 Goodwill 8,885 105,018 31,561 11,324 55,193 211,981 Total consideration $ 25,004 $ 238,130 $ 99,263 $ 89,049 $ 136,671 $ 588,117 |
2020 [Member] | |
Statements [Line Items] | |
Summary of significant business combinations | ( b Business Combinations - 2020 The table below summarizes significant business combinations completed during the year ended December 31, 2020: ($ in thousands) Origin House Total consideration Common shares issued $ 396,575 Replacement awards 31,671 Total consideration $ 428,246 Net identifiable assets (liabilities) acquired Cash $ 32,984 Accounts receivable 7,565 Inventory 16,660 Other current assets 2,197 Property and equipment 18,079 Right-of-use 17,984 Loans receivable, long-term 331 Equity method investment 4,302 Investments 139 Customer relationships 63,600 Trade names 39,700 Licenses 5,900 Market related intangibles 2,374 Internally developed software 380 Total identifiable assets acquired $ 212,195 Short-term liabilities $ (25,758 ) Lease liabilities (18,002 ) Deferred and contingent consideration (3,807 ) Notes payable (22,045 ) Deferred tax liabilities (29,622 ) Net identifiable assets acquired $ 112,961 Purchase price allocation Net identifiable assets acquired $ 112,961 Goodwill 315,285 Total consideration $ 428,246 |
Long-term Notes and Loans Pay_2
Long-term Notes and Loans Payable - (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Loans Payable Balances is Follows | The following table represents the Company’s Long-term notes and loans payable balances as of December 31, 2021 and 2020: ($ in thousands) 2021 2020 Senior Loan, net of unamortized debt issuance costs $ 400,000 $ — Amended Term Loan — 200,000 Interest payable 9,711 3,656 Financing liability - 97,797 91,265 Less: Unamortized debt issuance costs – Senior Loan (22,501 ) — Less: Unamortized debt issuance costs – Amended Term Loan — (13,558 ) Total borrowings and interest payable $ 485,007 $ 281,363 Less: Short-term borrowings and interest payable (9,711 ) (15,071 ) Less: Current portion of Financing liability - (10,217 ) (10,853 ) Total Long-term notes and loans payable $ 465,079 $ 255,439 |
Revenue and Loyalty Programs (T
Revenue and Loyalty Programs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Disaggregated Revenue by Source | The following table represents the Company’s disaggregated revenue by source, due to the Company’s contracts with its customers, for the years ended December 31, 2021 and 2020: ($ in thousands) 2021 2020 Wholesale $ 414,908 $ 274,000 Dispensary 406,774 202,251 Total Revenue $ 821,682 $ 476,251 |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of Other expense income [Abstract] | |
Summary of Other Income (Expense), Net | For the years ended December 31, 2021 and 2020, Other income (expense), net consisted of the following: ($ in thousands) 2021 2020 Unrealized gain (loss) on derivative liabilities - warrants $ 16,669 $ (8,659 ) Gain on derivative instruments 23,909 2,938 Loss on provision - loan receivable (753 ) (902 ) Unrealized loss on investments held at fair value (7,135 ) (162 ) Loss on debt extinguishment (17,987 ) (977 ) Loss on disposal of assets (886 ) (134 ) Loss on foreign currency (1,228 ) (1,415 ) Other income (loss), net 442 1,016 Total Other income (expense), net $ 13,031 $ (8,295 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Expense Resulting from the Related Party Transactions | Below is a summary of the expense resulting from the related party lease liabilities for the years ended December 31, 2021 and 2020: Year Ended December 31, ($ in thousands) Classification 2021 2020 Operating Leases Lessor has minority interest in SLO Rent expense $ 1,563 $ 2,138 Lessor has minority interest in MedMar Rent expense 238 140 Lessor is an MVS shareholder Rent expense 1,168 647 Finance Leases Lessor has minority interest in MedMar Depreciation expense $ 277 $ 151 Lessor has minority interest in MedMar Interest 310 174 Lessor is an MVS shareholder Depreciation 74 64 Lessor is an MVS shareholder Interest 88 80 |
Summary of ROU Assets and Lease Liabilities Attributable to Related Party Transactions | Additionally , below is a summary of the ROU assets and lease liabilities attributable to related party leases: As of December 31, 2021 As of December 31, 2020 ($ in thousands) ROU Asset Lease Liability ROU Asset Lease Liability Operating Leases Lessor has minority interest in SLO $ 6,996 $ 11,938 $ 4,926 $ 8,560 Lessor has minority interest in MedMar 1,525 1,549 1,146 1,187 Lessor is an MVS shareholder 6,314 4,867 6,334 4,783 Finance Leases Lessor has minority interest in MedMar $ 2,137 $ 2,457 $ 1,201 $ 1,365 Lessor is an MVS shareholder 616 1,063 648 678 |
Financial Instruments And Finan
Financial Instruments And Financial Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Company's Financial Instruments | The following tables summarize the Company’s financial instruments as of December 31, 2021 and 2020: December 31, 2021 ($ in thousands) Amortized Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents $ 223,543 $ — $ — $ — $ 223,543 Restricted cash 1 2,559 — — — 2,559 Security deposits 3,941 — — — 3,941 Accounts receivable, net 43,379 — — — 43,379 Loans receivable, short-term 747 — — 565 1,312 Loans receivable, long-term 505 — — — 505 Investments — 4,710 542 660 5,912 Financial Liabilities: Accounts payable $ 32,278 $ — $ — $ — $ 32,278 Accrued liabilities 95,442 — — — 95,442 Short-term borrowings 19,928 — — — 19,928 Current portion of lease liabilities 20,792 — — — 20,792 Deferred consideration, contingent consideration and other payables, short-term 5 12 — 71,816 71,833 Derivative liabilities, short — — — 1,172 1,172 Lease liabilities 118,936 — — — 118,936 Deferred consideration and contingent consideration, long-term — — — 17,651 17,651 Long-term notes payable and loans payable 465,079 — — — 465,079 1 cash balances include various escrow accounts related to investments, acquisitions, facility requirements and building improvements. December 31, 2020 ($ in thousands) Amortized Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents $ 136,339 $ — $ — $ — $ 136,339 Restricted cash 1 4,435 — — — 4,435 Security deposits 3,558 — — — 3,558 Accounts receivable, net 29,943 — — — 29,943 Loans receivable, short-term 921 — 1,517 2,438 Loans receivable, long-term 1,204 — — 20,019 21,223 Investments 2 3,192 — 1,049 119 4,360 Financial Liabilities: Accounts payable $ 23,231 $ — $ — $ — $ 23,231 Accrued liabilities 130,469 — — — 130,469 Short-term borrowings 25,924 — — — 25,924 Current portion of lease liabilities 18,040 — — — 18,040 Deferred consideration, contingent consideration and other payables, short-term — 22 — 19,093 19,115 Derivative liabilities - — — — 17,505 17,505 Lease liabilities 74,468 — — — 74,468 Deferred consideration and contingent consideration, long-term — — — 7,247 7,247 Long- T N P L P 255,439 — — — 255,439 1 Restricted cash balances include various escrow accounts related to investments, acquisitions and facility licensing requirements. 2 Investment balances in the amortized cost column represent equity method investments. |
Summary of Short Term Loan Receivable | The following is a summary of Loans receivable, short-term balances and valuation classifications (discussed further below) as of December 31, 2021 and 2020: ($ in thousands) Valuation classification 12/31/2021 12/31/2020 Short-term loans receivable - Lighthouse Fair value $ 565 $ 1,517 Interest receivable Amortized cost 747 921 Total Loans receivable, short-term $ 1,312 $ 2,438 |
Summary of Long Term Loan Receivable | ($ in thousands) Valuation classification 12/31/2021 12/31/2020 Long-term loans receivable - Verdant Fair value $ — $ 20,019 Long-term loans receivable - Illinois Incubator Amortized cost 100 — Long-term loans receivable - Other Amortized cost 405 367 Interest receivable Amortized cost — 837 Total Loans receivable, long-term $ 505 $ 21,223 |
Disclosure of Fair Value of Liability Warrants using Black-Scholes Option-pricing Model as Follows | As of December 31, 2021 and 2020, the fair value of liability-classified warrants was determined using the Black-Scholes option-pricing model utilizing the following assumptions: 2021 2020 Risk-free annual interest rate 0.15 % 0.13 % Expected annual dividend yield 0.0 % 0.0 % Expected stock price volatility 47.3 % 83.0 % Expected life of stock warrants < 1 year 1.8 years Forfeiture rate 0 % 0 % Share price at period end $ 6.62 $ 9.86 Strike price at period end $ 9.86 $ 9.82 |
Summary of Accounts Receivables | The Company’s aging of Accounts receivables as of December 31, 2021 and 2020 was as follows: ($ in thousands) 2021 2020 0 to 60 days $ 37,750 $ 28,280 61 to 120 days 4,309 1,134 120 days + 3,540 1,225 Total accounts receivable, gross 45,599 30,639 Allowance for doubtful accounts 2,220 696 Total accounts receivable, net $ 43,379 $ 29,943 |
Summary of Contractual Obligations | In addition to the commitments outlined in Note 15, the Company has the following contractual obligations as of December 31, 2021: ($ in thousands) < 1 Year 1 to 3 Years 3 to 5 Years Total Accounts payable & Accrued liabilities $ 127,720 $ — $ — $ 127,720 Deferred consideration, contingent consideration and other payables 71,833 — — 71,833 Deferred consideration and contingent consideration — 17,651 — 17,651 Long-term notes payable and loans payable and Short-term borrowings 19,928 — 465,079 485,007 Total obligations as of December 31, 2021 $ 219,481 $ 17,651 $ 465,079 $ 702,211 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Variable Interest Entities [Abstract] | |
Summary of Assets Liabilities and Networth 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 consolidated balance sheets as of December 31, 2021 and 2020. All of these entities were determined to be VIEs as the Company possesses the power to direct activities through written agreements and is subject to the risk and rewards as a primary beneficiary: December 31, 2021 December 31, 2020 ($ in thousands) Cresco Labs Cresco Labs Cresco Current assets $ 36,850 $ 7,111 $ 830,828 Non-current 36,320 14,744 143,449 Current liabilities (72,476 ) (20,898 ) (849,691 ) Non-current (23,124 ) (2,986 ) (83,138 ) Non-controlling — — 97,180 Deficit attributable to Cresco Labs Inc. (22,430 ) (2,029 ) (55,732 ) |
Summary of Income Expenses and Net Income Loss of Variable Interest Entities | The following table presents the summarized financial information about the Company’s consolidated VIEs which are included in the Consolidated Statements of Operations for the years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 ($ in thousands) Cresco Labs Cresco Labs Cresco Revenue $ 4,031 $ 2,916 $ 98,786 Net income (loss) attributable to non-controlling — — 6,666 Net income (loss) attributable to Cresco Labs Inc. (9,120 ) (1,796 ) 10,204 Net income (loss) (9,120 ) (1,796 ) 16,870 |
Interest Expense, Net (Tables)
Interest Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of Interest Expenses [Abstract] | |
Summary of Interest expense, net | Interest expense, net consisted of the following for the years ended December 31, 2021 and 2020: ($ in thousands) 2021 2020 Interest expense – leases $ (4,053 ) $ (3,064 ) Interest expense – notes and loans payable (29,661 ) (14,350 ) Accretion of debt discount and amortization of deferred financing fees (5,153 ) (4,619 ) Interest expense – financing activities and (11,586 ) (10,568 ) Other interest expense (1,696 ) (39 ) Interest income 938 1,411 Total Interest expense, net $ (51,211 ) $ (31,229 ) See Note 5 for additional information regarding Interest expense – leases and Interest expense—financing activities and sale and leasebacks and Note 11 for additional information on Interest expense – notes and loans payable and Accretion of debt discount and amortization of deferred financing fees. |
Provision For Income Taxes An_2
Provision For Income Taxes And Deferred Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of provision for income taxes | Provision for income taxes consists of the following for the years ended December 31, 2021 and 2020: ($ in thousands) 2021 2020 Current Federal $ 51,815 $ 27,821 State 23,337 11,936 Foreign — — Total current $ 75,152 $ 39,757 Deferred Federal $ (29,445 ) $ (6,253 ) State (14,043 ) (4,394 ) Foreign 5,759 (9,273 ) Total deferred $ (37,729 ) $ (19,920 ) Change in valuation allowance $ 2,684 $ 8,767 Total $ 40,107 $ 28,604 |
Summary of components of deferred tax assets and liabilities | As of December 31, 2021 and 2020, the components of deferred tax assets and liabilities were as follows: ($ in thousands) 2021 2020 Deferred tax assets Share-based compensation $ 1,029 $ 360 Financing f 2,542 2,920 Net operating losses 36,096 29,708 Inventory 239 967 Capital losses — 336 Lease liabilities 26,761 22,284 Other 730 4,279 Total deferred tax assets $ 67,397 $ 60,854 Deferred tax liabilities ROU assets $ (7,824 ) $ (7,574 ) Property, plant and equipment (11,885 ) (12,668 ) Intangible assets (93,761 ) (48,499 ) Other (1,948 ) (139 ) Total deferred tax liabilities $ (115,418 ) $ (68,880 ) Valuation allowance $ (31,085 ) $ (26,044 ) Net deferred tax liabilities $ (79,105 ) $ (34,071 ) |
Summary of reconciliation between the effective tax rate | The reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows: ($ in thousands) 2021 2020 Expected income tax expense at statutory tax rate $ (53,912 ) $ (13,475 ) Tax rate differences (1,109 ) (13,684 ) Pass through and non-controlling (7,373 ) (4,775 ) State tax expense, net 9,319 7,517 IRC Section 280E disallowance 47,100 35,376 Changes in value of deferred consideration (10,103 ) 3,116 Loss on debt modification 7,554 — Uncertain tax treatment (4,749 ) 755 Share-based compensation 3,941 3,159 Goodwill impairment 45,314 — Change in valuation allowance 2,684 8,768 Other $ 1,440 1,847 Income tax expense $ 40,107 $ 28,604 Effective tax rate (15.6 %) (44.6 %) |
Summary of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: ($ in thousands) 2021 2020 Balance at January 1 $ 4,749 $ 3,993 Additions based on tax positions related to the current year — 556 Additions for tax positions of prior years — 200 Reductions for tax positions of prior year s (4,749 ) — Balance at the end of the year $ — $ 4,749 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Nov. 30, 2018 | |
General Information [Line Items] | ||
Date of incorporation | Jul. 6, 1990 | |
Reverse Take Over [Member] | ||
General Information [Line Items] | ||
Share consolidation ratio | 812.63 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Significant Investments in Subsidiaries (Detail) | 12 Months Ended | |
Dec. 31, 2021 | ||
Disclosure of subsidiaries [line items] | ||
Location | British Columbia, Canada | |
Purpose | Parent Company | |
CannaRoyalty Corp. (Origin House) [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Ontario, Canada | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Cali-AntiFragile Corp. [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | California | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Alta Supply Inc. (Continuum) [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | California | |
Purpose | Distribution | |
Percentage Held | 100.00% | |
Kaya Management Inc. [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | California | |
Purpose | Production | |
Percentage Held | 100.00% | |
River Distributing Co., LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | California | |
Purpose | Distribution | |
FloraCal [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | California | |
Purpose | Cultivation | |
Percentage Held | 100.00% | |
Cub City, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | California | |
Purpose | Cultivation | |
Percentage Held | 100.00% | |
CRHC Holdings Corp. [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Ontario, Canada | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Laurel Harvest Labs LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Pennsylvania | |
Purpose | Cultivation and Dispensary Facility | |
Percentage Held | 100.00% | |
JDRC Mount Joy, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
JDRC Scranton, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Bluma Wellness Inc. [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | British Columbia, Canada | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Canncure Investments Inc. [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Ontario, Canada | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Cannabis Cure Investment, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Florida | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
3 Boys Farm, LLC (One Plant Florida) [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Florida | |
Purpose | Cultivation, Production and Dispensary Facility | |
Percentage Held | 100.00% | |
Farm to Fresh Holdings, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Florida | |
Purpose | Cultivation, Production and Dispensary Facility | |
Percentage Held | 100.00% | |
Cresco U.S. Corp. [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Manager of Cresco Labs, LLC | |
Percentage Held | 100.00% | |
MedMar Inc.[Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
MedMar Lakeview, LLC | ||
Disclosure of subsidiaries [line items] | ||
Purpose | Dispensary | |
Percentage Held | 88.00% | |
MedMar Rockford, LLC | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Dispensary | |
Percentage Held | 75.00% | |
Gloucester Street Capital, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | New York | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Valley Agriceuticals, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | New York | |
Purpose | Operating Entity | |
Percentage Held | 100.00% | |
CMA Holdings,LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
BL Real Estate, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Massachusetts | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Cultivate Licensing LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Massachusetts | |
Purpose | Cultivation, Production and Dispensary Facility | |
Percentage Held | 100.00% | |
Cultivate Worcester, Inc [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Massachusetts | |
Purpose | Dispensary | |
Percentage Held | 100.00% | |
Cultivate Leicester, Inc [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Massachusetts | |
Purpose | Cultivation, Production and Dispensary Facility | |
Percentage Held | 100.00% | |
Cultivate Framingham, Inc [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Massachusetts | |
Purpose | Dispensary | |
Percentage Held | 100.00% | |
Cultivate Burncoat, Inc [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Massachusetts | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Cultivate Cultivation, Inc [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Massachusetts | |
Purpose | Cultivation and Production Entity | |
Percentage Held | 100.00% | |
Good News Holdings, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Wonder Holdings, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
BW Maryland Holdings, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
CP Pennsylvania Holdings, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Bay, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Pennsylvania | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Bay Asset Management, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Pennsylvania | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Ridgeback, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Colorado | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Cresco Labs, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Operating Entity | |
Percentage Held | 57.00% | |
Cresco Labs Notes Issuer, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Cresco Labs Ohio, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Ohio | |
Purpose | Cultivation, Production and Dispensary Facility | |
Percentage Held | 99.00% | |
Wellbeings, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Delaware | |
Purpose | CBD Wellness Product Development | |
Percentage Held | 100.00% | |
Cresco Labs SLO, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | California | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
SLO Cultivation Inc. [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | California | |
Purpose | Cultivation and Production Facility | |
Percentage Held | 80.00% | |
RPE Inc. (Continuum) [Member] | ||
Disclosure of subsidiaries [line items] | ||
Percentage Held | 100.00% | |
Cresco Labs Michigan, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Michigan | [1] |
Purpose | Cultivation and Production Facility | [1] |
Percentage Held | 85.00% | [1] |
Cresco Labs Joliet, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Cultivation and Production Facility | |
Percentage Held | 100.00% | |
Cresco Labs Kankakee, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Cultivation and Production Facility | |
Percentage Held | 100.00% | |
Cresco Labs Logan, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Cultivation and Production Facility | |
Percentage Held | 100.00% | |
Cresco Labs PA, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Cresco Yeltrah, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Pennsylvania | |
Purpose | Cultivation, Production and Dispensary Facility | |
Percentage Held | 100.00% | |
JDC Newark, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Ohio | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Verdant Creations Newark, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Ohio | |
Purpose | Dispensary | |
Percentage Held | 100.00% | |
JDC Marion, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Ohio | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Verdant Creations Marion, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Ohio | |
Purpose | Dispensary | |
Percentage Held | 100.00% | |
JDC Chillicothe, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Ohio | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Verdant Creations Chillicothe, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Ohio | |
Purpose | Dispensary | |
Percentage Held | 100.00% | |
JDC Columbus, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Ohio | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Care Med Associates, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Ohio | |
Purpose | Dispensary | |
Percentage Held | 100.00% | |
Cresco Labs Arizona, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Arizona | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Arizona Facilities Supply, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Arizona/Maryland | |
Purpose | Cultivation, Production and Dispensary Facility | |
Percentage Held | 100.00% | |
Cresco Labs Tinad, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
PDI Medical III, LLC (Sunnyside - Buffalo Grove and Sunnyside - Naperville) [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Dispensary | |
Percentage Held | 100.00% | |
Cresco Labs Phoenix Farms, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
Phoenix Farms of Illinois, LLC (Sunnyside - Champaign and Sunnyside - Danville) [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Dispensary | |
Percentage Held | 100.00% | |
JDC Elmwood, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
FloraMedex, LLC (Sunnyside - Elmwood Park and Sunnyside - Schaumburg) [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Dispensary | |
Percentage Held | 100.00% | |
Cresco Edibles, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Holding Company | |
Percentage Held | 100.00% | |
TSC Cresco, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Illinois | |
Purpose | Licensing | |
Percentage Held | 75.00% | |
Cresco HHH, LLC [Member] | ||
Disclosure of subsidiaries [line items] | ||
Location | Massachusetts | |
Purpose | Cultivation, Production and Dispensary Facility | |
Percentage Held | 100.00% | |
[1] | Cresco Labs Michigan, LLC is 85% owned by related parties within management of the Company. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Significant Investments in Subsidiaries (Parenthetical) (Detail) - Cresco Labs Michigan, LLC [Member] | 12 Months Ended | |
Dec. 31, 2021 | ||
Disclosure of subsidiaries [line items] | ||
Percentage of ownership interest in subisdiaries | 85.00% | [1] |
Within the Management of the Company [Member] | ||
Disclosure of subsidiaries [line items] | ||
Percentage of ownership interest in subisdiaries | 85.00% | |
[1] | Cresco Labs Michigan, LLC is 85% owned by related parties within management of the Company. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Methodology | Amortized over the lesser of the life of the lease or estimated useful life of the improvement |
Leasehold Improvements [member] | Bottom of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated Useful Life | 1 year |
Leasehold Improvements [member] | Top of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated Useful Life | 15 years |
Machinery and Equipment [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Methodology | Over the estimated useful life of the asset |
Machinery and Equipment [member] | Bottom of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated Useful Life | 5 years |
Machinery and Equipment [member] | Top of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated Useful Life | 15 years |
Fixtures and Fittings [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Methodology | Over the estimated useful life of the asset |
Fixtures and Fittings [member] | Bottom of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated Useful Life | 3 years |
Fixtures and Fittings [member] | Top of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated Useful Life | 8 years |
Vehicles [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Methodology | Over the estimated useful life of the asset |
Estimated Useful Life | 5 years |
Website and Software [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Methodology | Over the estimated useful life of the asset |
Website and Software [member] | Bottom of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated Useful Life | 3 years |
Website and Software [member] | Top of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated Useful Life | 7 years |
Computer Equipment [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Methodology | Over the estimated useful life of the asset |
Computer Equipment [member] | Bottom of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated Useful Life | 3 years |
Computer Equipment [member] | Top of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated Useful Life | 7 years |
Buildings and Building Improvements [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Methodology | Over the estimated useful life of the asset |
Buildings and Building Improvements [member] | Bottom of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated Useful Life | 5 years |
Buildings and Building Improvements [member] | Top of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated Useful Life | 39 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Useful Lives of Finite Lived Intangible Assets Other Than Goodwill (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Customer Relationships [member] | Bottom of range [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated Useful Life | 7 years |
Customer Relationships [member] | Top of range [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated Useful Life | 19 years |
Non-Compete Agreements [member] | Bottom of range [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated Useful Life | 4 years |
Non-Compete Agreements [member] | Top of range [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated Useful Life | 5 years |
Trade Names [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated Useful Life | 10 years |
Permit Application Fees [member] | Bottom of range [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated Useful Life | 1 year |
Permit Application Fees [member] | Top of range [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated Useful Life | 2 years |
Non-solicitation agreements [member] | Bottom of range [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated Useful Life | 1 year |
Non-solicitation agreements [member] | Top of range [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated Useful Life | 2 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Potential Dilutive Shares Excluded Computation of Diluted Earnings Per Share (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Potential Dilutive Shares Excluded From Computation Of Diluted Earnings Per Share Line items [Line Items] | ||
Potentially dilutive shares | $ 149,586 | $ 146,156 |
Redeemable Shares [Member] | ||
Potential Dilutive Shares Excluded From Computation Of Diluted Earnings Per Share Line items [Line Items] | ||
Potentially dilutive shares | 115,136 | 136,077 |
Options [Member] | ||
Potential Dilutive Shares Excluded From Computation Of Diluted Earnings Per Share Line items [Line Items] | ||
Potentially dilutive shares | 23,609 | 9,402 |
Warrants [Member] | ||
Potential Dilutive Shares Excluded From Computation Of Diluted Earnings Per Share Line items [Line Items] | ||
Potentially dilutive shares | 9,842 | 532 |
Restricted Share Units [Member] | ||
Potential Dilutive Shares Excluded From Computation Of Diluted Earnings Per Share Line items [Line Items] | ||
Potentially dilutive shares | $ 999 | $ 145 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of Detailed Information About Inventories [Line Items] | ||
Work-in-process | $ 26,561 | $ 7,530 |
Finished goods | 49,204 | 21,162 |
Total Inventory | 136,643 | 67,183 |
Cannabis [Member] | ||
Disclosure of Detailed Information About Inventories [Line Items] | ||
Raw materials | 38,618 | 23,203 |
Non Cannabis [Member] | ||
Disclosure of Detailed Information About Inventories [Line Items] | ||
Raw materials | $ 22,260 | $ 15,288 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Detailed Information About Inventories [Line Items] | ||
Write downs of inventories | $ 2.7 | $ 1.1 |
Property And Equipment - Summar
Property And Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | $ 228,804 | |
Depreciation | (26,300) | $ (17,500) |
Ending Balance | 369,092 | 228,804 |
Gross carrying amount [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 252,652 | 186,027 |
Additions | 96,452 | 70,697 |
Transfers | (3) | 0 |
Disposals | (1,401) | (381) |
Sales related to sale and leaseback transactions | (21,539) | |
Additions from acquisition | 70,994 | 18,079 |
Effect of foreign exchange and other adjustments | 416 | (231) |
Ending Balance | 419,110 | 252,652 |
Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (23,848) | (6,798) |
Depreciation | (26,283) | (17,507) |
Disposals | 543 | |
Sales related to sale and leaseback transactions | 457 | |
Effect of foreign exchange and other adjustments | (430) | |
Ending Balance | (50,018) | (23,848) |
Land and Buildings [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 94,493 | |
Ending Balance | 139,386 | 94,493 |
Land and Buildings [member] | Gross carrying amount [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 96,526 | 72,803 |
Additions | 7,873 | 6,278 |
Transfers | 4,021 | 27,581 |
Disposals | 0 | 0 |
Sales related to sale and leaseback transactions | (10,136) | |
Additions from acquisition | 39,106 | 0 |
Effect of foreign exchange and other adjustments | (642) | 0 |
Ending Balance | 146,884 | 96,526 |
Land and Buildings [member] | Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (2,033) | (511) |
Depreciation | (5,465) | (1,522) |
Sales related to sale and leaseback transactions | 0 | |
Ending Balance | (7,498) | (2,033) |
Machinery and Equipment [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 19,971 | |
Ending Balance | 32,147 | 19,971 |
Machinery and Equipment [member] | Gross carrying amount [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 23,206 | 15,650 |
Additions | 5,772 | 5,915 |
Transfers | 4,923 | 1,290 |
Disposals | (130) | (110) |
Sales related to sale and leaseback transactions | 0 | |
Additions from acquisition | 5,279 | 455 |
Effect of foreign exchange and other adjustments | (82) | 6 |
Ending Balance | 38,968 | 23,206 |
Machinery and Equipment [member] | Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (3,235) | (1,248) |
Depreciation | (3,603) | (1,987) |
Disposals | 74 | |
Sales related to sale and leaseback transactions | 0 | |
Effect of foreign exchange and other adjustments | (57) | |
Ending Balance | (6,821) | (3,235) |
Fixtures and Fittings [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 14,437 | |
Ending Balance | 18,648 | 14,437 |
Fixtures and Fittings [member] | Gross carrying amount [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 17,636 | 10,458 |
Additions | 4,484 | 4,820 |
Transfers | 3,560 | 2,191 |
Disposals | (407) | (33) |
Sales related to sale and leaseback transactions | 0 | |
Additions from acquisition | 834 | 473 |
Effect of foreign exchange and other adjustments | 120 | (273) |
Ending Balance | 26,227 | 17,636 |
Fixtures and Fittings [member] | Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (3,199) | (994) |
Depreciation | (4,387) | (2,205) |
Disposals | 140 | |
Sales related to sale and leaseback transactions | 0 | |
Effect of foreign exchange and other adjustments | (133) | |
Ending Balance | (7,579) | (3,199) |
Leasehold Improvements [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 75,487 | |
Ending Balance | 129,629 | 75,487 |
Leasehold Improvements [member] | Gross carrying amount [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 88,369 | 41,638 |
Additions | 12,339 | 5,198 |
Transfers | 39,494 | 30,548 |
Disposals | (811) | (214) |
Sales related to sale and leaseback transactions | 0 | |
Additions from acquisition | 12,448 | 11,069 |
Effect of foreign exchange and other adjustments | 939 | 130 |
Ending Balance | 152,778 | 88,369 |
Leasehold Improvements [member] | Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (12,882) | (3,142) |
Depreciation | (10,358) | (10,197) |
Disposals | 297 | |
Sales related to sale and leaseback transactions | 457 | |
Effect of foreign exchange and other adjustments | (206) | |
Ending Balance | (23,149) | (12,882) |
Website Computer Equipment and Software [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 3,766 | |
Ending Balance | 4,221 | 3,766 |
Website Computer Equipment and Software [member] | Gross carrying amount [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 5,772 | 2,715 |
Additions | 1,650 | 2,414 |
Transfers | 580 | 125 |
Disposals | (23) | (24) |
Sales related to sale and leaseback transactions | 0 | |
Additions from acquisition | 111 | 585 |
Effect of foreign exchange and other adjustments | 58 | (43) |
Ending Balance | 8,148 | 5,772 |
Website Computer Equipment and Software [member] | Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (2,006) | (743) |
Depreciation | (1,882) | (1,263) |
Disposals | 13 | |
Sales related to sale and leaseback transactions | 0 | |
Effect of foreign exchange and other adjustments | (52) | |
Ending Balance | (3,927) | (2,006) |
Vehicles [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 1,453 | |
Ending Balance | 2,214 | 1,453 |
Vehicles [member] | Gross carrying amount [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 1,946 | 715 |
Additions | 921 | 879 |
Transfers | 65 | 21 |
Disposals | (30) | 0 |
Sales related to sale and leaseback transactions | 0 | |
Additions from acquisition | 377 | 331 |
Effect of foreign exchange and other adjustments | (21) | 0 |
Ending Balance | 3,258 | 1,946 |
Vehicles [member] | Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (493) | (160) |
Depreciation | (588) | (333) |
Disposals | 19 | |
Sales related to sale and leaseback transactions | 0 | |
Effect of foreign exchange and other adjustments | 18 | |
Ending Balance | (1,044) | (493) |
Construction In Progress [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 19,197 | |
Ending Balance | 42,847 | 19,197 |
Construction In Progress [member] | Gross carrying amount [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 19,197 | 42,048 |
Additions | 63,413 | 45,193 |
Transfers | (52,646) | (61,756) |
Disposals | 0 | 0 |
Sales related to sale and leaseback transactions | (11,403) | |
Additions from acquisition | 12,839 | 5,166 |
Effect of foreign exchange and other adjustments | 44 | (51) |
Ending Balance | 42,847 | 19,197 |
Construction In Progress [member] | Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 0 | 0 |
Depreciation | 0 | 0 |
Disposals | 0 | |
Sales related to sale and leaseback transactions | 0 | |
Effect of foreign exchange and other adjustments | 0 | |
Ending Balance | $ 0 | $ 0 |
Property And Equipment - Additi
Property And Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation, property, plant and equipment | $ 26.3 | $ 17.5 |
Impairment losses related to property and equipment | 0 | 0 |
Closing inventories [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation, property, plant and equipment | 9.1 | 3.7 |
Selling, general and administrative expense [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation, property, plant and equipment | 6.5 | 4.1 |
Selling, general and administrative expense [member] | Closing inventories [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation, property, plant and equipment | 14.3 | 11.4 |
Selling, general and administrative expense [member] | Closing inventories [member] | Previously stated [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation, property, plant and equipment | $ 3.6 | $ 2 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | $ 332,908 | |
Less: imputed interest | (184,810) | |
Less: tenant improvement allowance | (8,370) | |
Present value of lease liabilities | 139,728 | |
Less: current lease liabilities | (20,792) | $ (18,040) |
Present value of long-term lease liabilities | 118,936 | 74,468 |
Operating Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 271,809 | |
Less: imputed interest | (154,871) | |
Less: tenant improvement allowance | (7,671) | |
Present value of lease liabilities | 109,267 | |
Less: current lease liabilities | (16,348) | (14,013) |
Present value of long-term lease liabilities | 92,919 | $ 47,528 |
Finance Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 61,099 | |
Less: imputed interest | (29,939) | |
Less: tenant improvement allowance | (699) | |
Present value of lease liabilities | 30,461 | |
Less: current lease liabilities | (4,444) | |
Present value of long-term lease liabilities | 26,017 | |
2022 | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 24,242 | |
2022 | Operating Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 18,971 | |
2022 | Finance Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 5,271 | |
2023 | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 24,260 | |
2023 | Operating Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 18,832 | |
2023 | Finance Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 5,428 | |
2024 | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 24,593 | |
2024 | Operating Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 18,989 | |
2024 | Finance Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 5,604 | |
2025 | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 26,102 | |
2025 | Operating Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 20,348 | |
2025 | Finance Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 5,754 | |
2026 | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 26,423 | |
2026 | Operating Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 20,528 | |
2026 | Finance Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 5,895 | |
Thereafter | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 207,288 | |
Thereafter | Operating Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | 174,141 | |
Thereafter | Finance Lease [Member] | ||
Disclosure Of Maturity Analysis Of Operating Lease Payments Due [Line Items] | ||
Total lease payments | $ 33,147 |
Leases - Summary of Maturitie_2
Leases - Summary of Maturities of Finance Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of maturity analysis for derivative financial liabilities [line items] | ||
Total finance payments | $ 194,163 | |
Less: interest | (96,094) | |
Less: tenant improvement allowance | (273) | |
Present value of finance liabilities | 97,796 | |
Less: short-term finance liabilities | (10,217) | $ (10,853) |
Present value of long-term finance liabilities | 87,579 | $ 80,400 |
2022 | ||
Disclosure of maturity analysis for derivative financial liabilities [line items] | ||
Total finance payments | 12,881 | |
2023 | ||
Disclosure of maturity analysis for derivative financial liabilities [line items] | ||
Total finance payments | 13,204 | |
2024 | ||
Disclosure of maturity analysis for derivative financial liabilities [line items] | ||
Total finance payments | 13,535 | |
2025 | ||
Disclosure of maturity analysis for derivative financial liabilities [line items] | ||
Total finance payments | 13,875 | |
2026 | ||
Disclosure of maturity analysis for derivative financial liabilities [line items] | ||
Total finance payments | 14,223 | |
Thereafter | ||
Disclosure of maturity analysis for derivative financial liabilities [line items] | ||
Total finance payments | $ 126,445 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Lease Cost [Line Items] | ||
Right-of-use assets | $ 88,017 | $ 71,794 |
Lease liabilities (current) | 20,792 | 18,040 |
Lease liabilities (non-current) | 118,936 | 74,468 |
Interest paid on finance leases | 4,742 | 2,268 |
Operating Lease [Member] | ||
Lease Cost [Line Items] | ||
Right-of-use assets | 62,329 | 47,765 |
Lease liabilities (current) | 16,348 | 14,013 |
Lease liabilities (non-current) | $ 92,919 | $ 47,528 |
Weighted average remaining lease term | 4 years 8 months 12 days | 13 years 3 months 18 days |
Weighted average remaining discount rate | 13.5 | 14.8 |
Finance Leases [Member] | ||
Lease Cost [Line Items] | ||
Right-of-use assets | $ 25,688 | $ 24,029 |
Lease liabilities (current) | 4,444 | 4,027 |
Lease liabilities (non-current) | $ 26,017 | $ 26,940 |
Weighted average remaining lease term | 11 years 2 months 12 days | 12 years 1 month 6 days |
Weighted average remaining discount rate | 13.8 | 14 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | Jun. 30, 2020USD ($) | Jun. 26, 2020USD ($) | Apr. 22, 2020USD ($) | Jan. 24, 2020USD ($) | Mar. 31, 2021Numbers | Dec. 31, 2021USD ($)Numbers | Dec. 31, 2020USD ($) | Apr. 02, 2020USD ($) |
Disclosure of Leases [Line Items] | ||||||||
Right-of-use assets | $ 88,017 | $ 71,794 | ||||||
Number of operating leases derecognised by sale of asset | Numbers | 26 | |||||||
Lease-related interest expense | 4,053 | 3,064 | ||||||
Depreciation capitalised related to leases | 2,600 | 2,000 | ||||||
Reimbursements of tenant improvement allowance | 28,600 | 24,300 | ||||||
Income from lease financial transactions | 8,400 | |||||||
Income relating to variable lease payments for operating leases | 300 | |||||||
Depreciation related to leases | 100 | 200 | ||||||
Gain loss on sale of assets | 0 | |||||||
Settlement fees | 500 | |||||||
Revenue recognition selling price of leased asset amount | 29,900 | |||||||
Increase decrease in right of use assets due to sale and lease back transactions | 15,100 | |||||||
Increase decrease in operating lease liabilities | 12,700 | |||||||
Increase decrease in financial liabilities | 15,300 | |||||||
Operating lease liability tenant additional improvement allowance | 52,900 | |||||||
Property, plant and equipment | 369,092 | 228,804 | ||||||
Finance Lease Liability Noncurrent | 87,579 | 80,400 | ||||||
Interest payable | 12,600 | 10,900 | ||||||
Lease liabilities | 139,728 | |||||||
Rental expense | 17,700 | 14,000 | ||||||
Sub lease rent receivable | 0 | |||||||
Investment property | 13,300 | |||||||
Interest expense | 51,211 | 31,229 | ||||||
Yellow Springs Ohio [Member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Property, plant and equipment | $ 10,400 | |||||||
Reimbursement of capital Expenditure | $ 2,900 | |||||||
Liabilities arising from financing activities | 12,500 | |||||||
Elmwood Park Illinois [Member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Net investment in finance lease | $ 1,400 | |||||||
Liabilities arising from financing activities | $ 1,500 | |||||||
Fall River Massachusetts [Member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Right-of-use assets | $ 6,300 | |||||||
Operating lease term | 20 years | |||||||
Property, plant and equipment | $ 6,400 | |||||||
Net investment in finance lease | 27,400 | |||||||
Reimbursement of capital Expenditure for improvement | 21,000 | |||||||
Reimbursement of Additional capital Expenditure for improvement | 300 | |||||||
Marshall Michigan [Member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Operating lease term | 15 years | |||||||
Net investment in finance lease | $ 31,500 | |||||||
Liabilities arising from financing activities | 1,100 | |||||||
Lease liabilities | 2,200 | |||||||
Marshall Michigan [Member] | Sale and leaseback transactions [Member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Property, plant and equipment | 4,500 | |||||||
Reimbursement of capital Expenditure | $ 27,000 | |||||||
Chicago, Illinois [Member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Right-of-use assets | $ 6,600 | |||||||
Operating lease term | 10 years | |||||||
Property, plant and equipment | $ 7,200 | |||||||
Net investment in finance lease | 9,700 | |||||||
Reimbursement of Additional capital Expenditure for improvement | 2,500 | |||||||
Lease liabilities | $ 4,100 | |||||||
Hope Heal Health Loan [member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Repayments of current borrowings | $ 600 | |||||||
Interest expense | 11,600 | 10,600 | ||||||
Selling, general and administrative expense [member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Depreciation capitalised related to leases | 2,300 | 1,600 | ||||||
Short term lease rent expenses | 2,100 | 1,100 | ||||||
Rental expense | 6,500 | 4,600 | ||||||
Cost of Sales [member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Depreciation related to leases | 400 | 600 | ||||||
Cost of Sales [member] | Previously stated [member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Depreciation related to leases | 200 | 400 | ||||||
Other expense income net [member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Operating Lease,rental income | 700 | |||||||
Other financial transactions [member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Income from reimbursements under tenant improvement allowances | $ 7,500 | $ 3,000 | ||||||
Verdant Creations LLC [Member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Number of operating leases | Numbers | 24 | |||||||
Bottom of range [member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Lease term | 1 year | |||||||
Lease renewal term | one year | |||||||
Lease exercise renewal options term | 1 year | |||||||
Top of range [member] | ||||||||
Disclosure of Leases [Line Items] | ||||||||
Lease term | 20 years. | |||||||
Lease renewal term | 35 years | |||||||
Lease exercise renewal options term | 10 years |
Investments - Summary of Inves
Investments - Summary of Investments at Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Investments Measured At Fair Value [Line Items] | ||
Total Investments | $ 5,912 | $ 1,168 |
420 Capital [member] | ||
Disclosure Of Investments Measured At Fair Value [Line Items] | ||
Total Investments | 68 | 68 |
Lighthouse [member] | ||
Disclosure Of Investments Measured At Fair Value [Line Items] | ||
Total Investments | 542 | 1,049 |
Fleurish [member] | ||
Disclosure Of Investments Measured At Fair Value [Line Items] | ||
Total Investments | 0 | 51 |
Old Pal [Member] | ||
Disclosure Of Investments Measured At Fair Value [Line Items] | ||
Total Investments | 592 | 0 |
IMC [Member] | ||
Disclosure Of Investments Measured At Fair Value [Line Items] | ||
Total Investments | $ 4,710 | $ 0 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Apr. 14, 2021 | Mar. 31, 2021 | Jan. 08, 2020 | |
Other operating income expense [Member] | ||||||
Disclosure Of Significant Investments [Line Items] | ||||||
Gain on ownership conversion | $ 9,300 | |||||
Trichome Financial Corp [member] | ||||||
Disclosure Of Significant Investments [Line Items] | ||||||
Investments at fair value and equity | $ 4,300 | |||||
Percentage of ownership stake | 23.00% | |||||
Distributions received from associate | $ 0 | |||||
Trichome [Member] | ||||||
Disclosure Of Significant Investments [Line Items] | ||||||
Total Investment | $ 3,200 | $ 2,100 | ||||
Market risk [member] | ||||||
Disclosure Of Significant Investments [Line Items] | ||||||
Mark to market loss of investments held | $ 7,300 | $ 200 | ||||
Fleurish Cannabis Inc [member] | ||||||
Disclosure Of Significant Investments [Line Items] | ||||||
Percentage of ownership interest | 1.30% | |||||
Investments at fair value and equity | $ 100 | |||||
Fleurish Cannabis Inc [member] | Fleurish Equity Shares [Member] | ||||||
Disclosure Of Significant Investments [Line Items] | ||||||
Investments in equity instruments, Value | $ 0 | |||||
Aloha Holdings of Illinois [Member] | ||||||
Disclosure Of Significant Investments [Line Items] | ||||||
Percentage of ownership interest | 13.30% | |||||
Investments at fair value and equity | $ 100 | |||||
Old Pal [Member] | ||||||
Disclosure Of Significant Investments [Line Items] | ||||||
Percentage of ownership interest | 0.80% | |||||
Investments at fair value and equity | $ 600 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Detailed Information of Intangible assets and Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Additions | [1] | $ 3,002 | |
Additions from acquisitions | [1] | 1,151 | |
Impairment | [1] | (3,783) | |
Foreign exchange | [1] | 0 | |
Measurement period adjustments | [1] | 0 | |
Disposals | [1] | (476) | |
Ending balance | [1] | 6,284 | |
Intangible assets and goodwill net | 884,411 | $ 646,110 | |
Customer Relationships [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Intangible assets and goodwill net | 27,682 | 65,401 | |
Trade Names [Member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Intangible assets and goodwill net | 1,405 | 35,730 | |
Permit Application Costs [Member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Intangible assets and goodwill net | 1,473 | 1,632 | |
Licenses [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Intangible assets and goodwill net | 404,307 | 89,347 | |
Other Intangibles [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Intangible assets and goodwill net | [1] | 2,777 | 3,431 |
Goodwill [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Intangible assets and goodwill net | 446,767 | 450,569 | |
Gross carrying amount [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | 665,287 | 234,086 | |
Additions | 6,171 | 4,630 | |
Additions from acquisitions | 556,141 | 424,693 | |
Impairment | (321,234) | (1,217) | |
Foreign exchange | 0 | 5 | |
Measurement period adjustments | (2,631) | 3,090 | |
Disposals | (476) | ||
Ending balance | 903,258 | 665,287 | |
Gross carrying amount [member] | Customer Relationships [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | 70,529 | 6,929 | |
Additions | 0 | 0 | |
Additions from acquisitions | 24,250 | 52,200 | |
Impairment | (62,900) | 0 | |
Foreign exchange | 0 | 0 | |
Measurement period adjustments | 0 | 11,400 | |
Disposals | 0 | ||
Ending balance | 31,879 | 70,529 | |
Gross carrying amount [member] | Trade Names [Member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | 39,700 | 0 | |
Additions | 0 | 0 | |
Additions from acquisitions | 1,400 | 41,800 | |
Impairment | (39,000) | 0 | |
Foreign exchange | 0 | 0 | |
Measurement period adjustments | 0 | (2,100) | |
Disposals | 0 | ||
Ending balance | 2,100 | 39,700 | |
Gross carrying amount [member] | Permit Application Costs [Member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | 8,752 | 6,842 | |
Additions | 3,169 | 1,910 | |
Additions from acquisitions | 0 | 0 | |
Impairment | 0 | 0 | |
Foreign exchange | 0 | 0 | |
Measurement period adjustments | 0 | 0 | |
Disposals | 0 | ||
Ending balance | 11,921 | 8,752 | |
Gross carrying amount [member] | Licenses [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | 89,347 | 83,447 | |
Additions | 0 | ||
Additions from acquisitions | 317,200 | 5,900 | |
Impairment | 0 | 0 | |
Foreign exchange | 0 | 0 | |
Measurement period adjustments | (2,240) | 0 | |
Disposals | 0 | ||
Ending balance | 404,307 | 89,347 | |
Gross carrying amount [member] | Other Intangibles [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | [1] | 6,390 | 2,133 |
Additions | [1] | 2,720 | |
Additions from acquisitions | [1] | 2,865 | |
Impairment | [1] | (1,217) | |
Foreign exchange | [1] | 0 | |
Measurement period adjustments | [1] | (111) | |
Ending balance | [1] | 6,390 | |
Gross carrying amount [member] | Goodwill [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | 450,569 | 134,735 | |
Additions | 0 | 0 | |
Additions from acquisitions | 212,140 | 321,928 | |
Impairment | (215,551) | 0 | |
Foreign exchange | 0 | 5 | |
Measurement period adjustments | (391) | (6,099) | |
Disposals | 0 | ||
Ending balance | 446,767 | 450,569 | |
Accumulated depreciation and amortisation [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | (19,177) | (5,145) | |
Disposals | 95 | ||
Amortization | 235 | (14,032) | |
Ending balance | (18,847) | (19,177) | |
Accumulated depreciation and amortisation [member] | Customer Relationships [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | (5,129) | (858) | |
Disposals | 0 | ||
Amortization | 932 | (4,271) | |
Ending balance | (4,197) | (5,129) | |
Accumulated depreciation and amortisation [member] | Trade Names [Member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | (3,970) | 0 | |
Disposals | 0 | ||
Amortization | 3,275 | (3,970) | |
Ending balance | (695) | (3,970) | |
Accumulated depreciation and amortisation [member] | Permit Application Costs [Member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | (7,118) | (3,265) | |
Disposals | 0 | ||
Amortization | (3,330) | (3,853) | |
Ending balance | (10,448) | (7,118) | |
Accumulated depreciation and amortisation [member] | Licenses [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | 0 | 0 | |
Disposals | 0 | ||
Amortization | 0 | 0 | |
Ending balance | 0 | 0 | |
Accumulated depreciation and amortisation [member] | Other Intangibles [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | [1] | (2,960) | (1,022) |
Disposals | 95 | ||
Amortization | [1] | (642) | (1,938) |
Ending balance | [1] | (3,507) | (2,960) |
Accumulated depreciation and amortisation [member] | Goodwill [member] | |||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | |||
Openning balance | 0 | 0 | |
Disposals | 0 | ||
Amortization | 0 | 0 | |
Ending balance | $ 0 | $ 0 | |
[1] | Other Intangibles includes non-compete agreements, non-solicitation agreements, and related amortization. |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Summary Of Estimated Amortization Expense Of Intangible Assets Other Than Goodwill Explanatory (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Disclosure Of Estimated Amortization Expense Of Intangible Assets Other Than Goodwill [Line Items] | |
Estimated amortization expense | $ 33,337 |
2022 | |
Disclosure Of Estimated Amortization Expense Of Intangible Assets Other Than Goodwill [Line Items] | |
Estimated amortization expense | 8,672 |
2023 | |
Disclosure Of Estimated Amortization Expense Of Intangible Assets Other Than Goodwill [Line Items] | |
Estimated amortization expense | 4,786 |
2024 | |
Disclosure Of Estimated Amortization Expense Of Intangible Assets Other Than Goodwill [Line Items] | |
Estimated amortization expense | 4,276 |
2025 | |
Disclosure Of Estimated Amortization Expense Of Intangible Assets Other Than Goodwill [Line Items] | |
Estimated amortization expense | 4,349 |
2026 | |
Disclosure Of Estimated Amortization Expense Of Intangible Assets Other Than Goodwill [Line Items] | |
Estimated amortization expense | 4,200 |
Thereafter | |
Disclosure Of Estimated Amortization Expense Of Intangible Assets Other Than Goodwill [Line Items] | |
Estimated amortization expense | $ 7,054 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Statements [Line Items] | ||||
Amortisation expense | $ 15,300 | $ 14,000 | ||
Inventory Capitalized Costs | 1,100 | 1,000 | ||
Inventory Capitalized Costs prior year | 1,000 | 700 | ||
Acquisitions through business combinations of License | [1] | $ 1,151 | ||
Growth rate used to extrapolate cash flow projections | 3.00% | |||
Intangible assets other than goodwill | $ 437,644 | 195,541 | ||
Impairment loss recognised in profit or loss, intangible assets and goodwill | [1] | $ 3,783 | ||
California Reporting Unit [Member] | ||||
Statements [Line Items] | ||||
Impairment loss recognised in profit or loss, Goodwill | $ 215,600 | |||
Bottom of range [member] | ||||
Statements [Line Items] | ||||
Discounted future cash flow projection period | 2022 years | |||
Discount rate applied to cash flow projections | 11.00% | |||
Top of range [member] | ||||
Statements [Line Items] | ||||
Discounted future cash flow projection period | 2026 years | |||
Discount rate applied to cash flow projections | 13.00% | |||
Kings Garden [Member] | ||||
Statements [Line Items] | ||||
Impairment loss recognised in profit or loss, intangible assets and goodwill | $ 800 | |||
Origin House [Member] | ||||
Statements [Line Items] | ||||
Acquisitions through business combinations of License | 2,400 | |||
Market Related Intangibles [Member] | ||||
Statements [Line Items] | ||||
Impairment charge | 1,200 | |||
Gross carrying amount [member] | ||||
Statements [Line Items] | ||||
Acquisitions through business combinations of License | 556,141 | 424,693 | ||
Impairment loss recognised in profit or loss, intangible assets and goodwill | 321,234 | 1,217 | ||
Gross carrying amount [member] | Trade name [Member] | ||||
Statements [Line Items] | ||||
Acquisitions through business combinations of License | 1,400 | 41,800 | ||
Impairment loss recognised in profit or loss, intangible assets and goodwill | 39,000 | 0 | ||
Gross carrying amount [member] | Customer-related intangible assets [member] | ||||
Statements [Line Items] | ||||
Acquisitions through business combinations of License | 24,250 | 52,200 | ||
Impairment loss recognised in profit or loss, intangible assets and goodwill | 62,900 | 0 | ||
Gross carrying amount [member] | Licences [member] | ||||
Statements [Line Items] | ||||
Acquisitions through business combinations of License | 317,200 | 5,900 | ||
Accumulated depreciation and amortisation [member] | Trade Names And Customer Relationship Intangibles [Member] | ||||
Statements [Line Items] | ||||
Impairment charge | 15,700 | |||
Carrying Amount Subject To Impairment [Member] | Trade name [Member] | ||||
Statements [Line Items] | ||||
Intangible assets other than goodwill | 32,200 | |||
Carrying Amount Subject To Impairment [Member] | Customer-related intangible assets [member] | ||||
Statements [Line Items] | ||||
Intangible assets other than goodwill | 57,100 | |||
Carrying Amount Subject To Impairment [Member] | Market Related Intangibles [Member] | ||||
Statements [Line Items] | ||||
Intangible assets other than goodwill | $ 800 | |||
Selling general and administrative expenses [Member] | ||||
Statements [Line Items] | ||||
Amortisation expense | 12,800 | 11,400 | ||
Cost of sales [member] | ||||
Statements [Line Items] | ||||
Amortisation expense | $ 2,400 | $ 2,600 | ||
[1] | Other Intangibles includes non-compete agreements, non-solicitation agreements, and related amortization. |
Share Capital - Additional Info
Share Capital - Additional Information (Detail) | Dec. 31, 2021USD ($)shares | Feb. 28, 2021shares | Jan. 15, 2021USD ($) | Nov. 30, 2020USD ($)shares | Aug. 31, 2020USD ($)shares | May 31, 2020USD ($)shares | Apr. 30, 2020USD ($)shares | Apr. 30, 2021USD ($) | Jun. 30, 2021USD ($)shares | Mar. 31, 2021shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2021CAD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares |
Share Capital [Line Items] | ||||||||||||||
Proceeds from issue of ordinary shares | $ 3,500,000 | |||||||||||||
Number Of Shares Issued During The Period New Issues | shares | 700,000 | |||||||||||||
Weighted average share price | $ / shares | $ 4.70 | |||||||||||||
Payments for share issue costs | $ 200,000 | |||||||||||||
Number Of Shares Issued During The Period For Renewal Of Distribution Agreement | shares | 1,300,000 | |||||||||||||
Number Of Warrants Outstanding | shares | 9,842 | 9,842 | 6,183 | 6,454 | ||||||||||
Number of warrants, Excercised | shares | (721) | (721) | (271) | |||||||||||
Value Of Warrant Exercised During The Period | $ 5,100,000 | $ 2,500,000 | ||||||||||||
Foreign Exchange Gain Loss On Sale Of Equity | $ 7,400,000 | $ 500,000 | ||||||||||||
Number Of Redeemable Units Redeemed During The Period | shares | 16.9 | 16.9 | 15,700,000 | |||||||||||
Percentage Of Decrease In Noncontrolling Interest | 6.20% | 6.20% | ||||||||||||
Number of warrants, Issued | shares | 9,800,000 | |||||||||||||
Commission and other fees | $ 300,000 | |||||||||||||
Two Thousand Twenty One Unit Holders [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Dividends recognised as distributions to owners | $ 73,600,000 | |||||||||||||
Accrued dividends recognised as distributions to unit holders | $ 36,400,000 | 36,400,000 | $ 64,000,000 | |||||||||||
Payment Of Tax Distribution Amount | $ 16,800,000 | |||||||||||||
Two Thousand Twenty Two Unit Holders [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Dividends recognised as distributions to owners | 73,600,000 | |||||||||||||
Payment Of Tax Distribution Amount | 16,800,000 | |||||||||||||
Equityclassified warrants [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number of warrants, Excercised | shares | 200,000 | |||||||||||||
Increase Decrease In Equity | $ 2,000,000 | |||||||||||||
Cresco Warrants [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number of warrants, Issued | shares | 4,700,000 | |||||||||||||
Value of warrants issued during period | $ 18,400,000 | |||||||||||||
Bluma [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number of warrants, Issued | shares | 200,000 | 200,000 | ||||||||||||
Increase Decrease In Equity | $ 2,900,000 | |||||||||||||
Value of warrants issued during period | $ 2,200,000 | |||||||||||||
Valley Agriceuticals LLC [Member] | Equityclassified warrants [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number of warrants, Excercised | shares | 500,000 | 500,000 | ||||||||||||
Increase Decrease In Equity | $ 2,200,000 | |||||||||||||
Noncurrent Liabilities [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number Of Warrants Outstanding | shares | 5,600,000 | 5,600,000 | ||||||||||||
Current Liabilities [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number Of Warrants Outstanding | shares | 4,200,000 | 4,200,000 | ||||||||||||
Special Subordinate Voting Shares [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Description Of Voting Rights | 0.00001 | 0.00001 | ||||||||||||
Conversion Of Stock, Shares Converted | shares | 600 | |||||||||||||
Conversion Of Stock, Amount Converted | $ 3,000 | |||||||||||||
Proportionate Voting Shares [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Description Of Voting Rights Conversion | 200 | 200 | ||||||||||||
Proportionate Voting Shares [Member] | Gloucester Street Capital, LLC [Member] | Deferred Consieration [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number Of Shares Issued During The Period Acquisitions | shares | 300,000 | |||||||||||||
Value Of Shares Issued During The Period Acquisitions | $ 1,200,000 | |||||||||||||
Super Voting Shares [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Description Of Voting Rights | 2,000 | 2,000 | ||||||||||||
Subordinate Voting Shares [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Description Of Voting Rights | one | one | ||||||||||||
Proceeds from issue of ordinary shares | $ 100,000,000 | $ 200,000 | ||||||||||||
Number Of Shares Issued During The Period New Issues | shares | 300,000 | 1,600,000 | ||||||||||||
Number Of Shares Valued During The Period New Issues | shares | 1,000,000 | |||||||||||||
Number Of Shares Issued During The Period Acquisitions | shares | 66,500,000 | |||||||||||||
Value Of Shares Issued During The Period Acquisitions | $ 396,600,000 | |||||||||||||
Number Of Shares Issued During The Period For Renewal Of Distribution Agreement | shares | 1,300,000 | |||||||||||||
Number Of units Issued During The Period New Issues | shares | 44,000 | |||||||||||||
Value Of units Issued During The Period New Issues | 7.2 | |||||||||||||
Subordinate Voting Shares [Member] | TSC Cresco, LLC [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number Of Shares Issued During The Period For Renewal Of Distribution Agreement | shares | 200,000 | |||||||||||||
Value Of Shares Issued During The Period For Renewal Of Distribution Agreement | $ 2,500,000 | |||||||||||||
Subordinate Voting Shares [Member] | MedMar Inc Lakeview [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number Of Shares Issued During The Period Acquisitions | shares | 19,000 | 100,000 | 100,000 | |||||||||||
Value Of Shares Issued During The Period Acquisitions | $ 100,000 | $ 400,000 | $ 1,100,000 | |||||||||||
Subordinate Voting Shares [Member] | Gloucester Street Capital, LLC [Member] | Contingent consideration [member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number Of Shares Issued During The Period Acquisitions | shares | 500,000 | |||||||||||||
Value Of Shares Issued During The Period Acquisitions | $ 1,500,000 | |||||||||||||
Subordinate Voting Shares [Member] | Tryke Companies LLC and certain subsidiaries and affiliates [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number Of Shares Issued During The Period Acquisitions | shares | 300,000 | |||||||||||||
Value Of Shares Issued During The Period Acquisitions | $ 1,300,000 | |||||||||||||
Subordinate Voting Shares [Member] | Cub City, LLC [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number Of Shares Issued During The Period Acquisitions | shares | 800,000 | |||||||||||||
Value Of Shares Issued During The Period Acquisitions | $ 2,200,000 | |||||||||||||
Subordinate Voting Shares [Member] | Origin House [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number Of Shares Canceled During The Period New Issues | shares | 200,000 | |||||||||||||
Value Of Shares canceled During The Period New Issues | $ 900,000 | |||||||||||||
Subordinate Voting Shares [Member] | ATM Offering [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Proceeds from issue of ordinary shares | $ 55,000,000 | |||||||||||||
Subordinate Voting Shares [Member] | Private Placement [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Number Of Shares Issued During The Period Acquisitions | shares | 9,900,000 | 9,900,000 | ||||||||||||
Value Of Shares Issued During The Period Acquisitions | $ 12.67 | $ 16 | ||||||||||||
Commission and other fees | $ 3,400,000 | |||||||||||||
Proceeds from issuance private placement, Net | 120,700,000 | |||||||||||||
Increase Decrease In Equity | $ 124,100,000 |
Share Capital - Summary of issu
Share Capital - Summary of issued and outstanding shares (Detail) - shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Redeemable Units [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Beginning balance | 126,338,000 | 142,172,000 | ||
Ending balance | 109,441,000 | 126,338,000 | ||
Subordinate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Beginning balance | [1] | 194,231,000 | 73,600,000 | |
Ending balance | [1] | 269,971,000 | 194,231,000 | |
Proportionate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Beginning balance | [2] | 29,311,000 | 57,937,000 | |
Ending balance | [2] | 20,667,000 | 29,311,000 | |
Super Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Beginning balance | 500,000 | 500,000 | ||
Ending balance | 500,000 | 500,000 | ||
Special Subordinate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Beginning balance | [3] | 1,000 | ||
Ending balance | [3] | 1,000 | 1,000 | |
Cresco LLC Redemption [Member] | Redeemable Units [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | (16,897,000) | (15,834,000) | ||
Cresco LLC Redemption [Member] | Subordinate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | [1] | 16,897,000 | 15,681,000 | |
Cresco LLC Redemption [Member] | Proportionate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | 0 | |||
Options And Warrants Exercise [Member] | Subordinate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | [1] | 3,030,000 | 1,711,000 | |
Options And Warrants Exercise [Member] | Proportionate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | [2] | 12,000 | ||
RSU Issued [Member] | Subordinate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | [1] | 351,000 | 2,062,000 | |
Issuance Of Shares Related To Acquisitions [Member] | Subordinate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | [1] | 35,425,000 | 69,929,000 | |
Issuance Of Shares Related To Acquisitions [Member] | Proportionate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | [2] | 233,000 | ||
Issuance Of Shares Related To Distribution Agreements [Member] | Subordinate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | [1] | (249) | ||
PVS Converted To SVS [Member] | Subordinate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | [1] | 8,644,000 | 28,871,000 | |
PVS Converted To SVS [Member] | Proportionate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | (8,644,000) | (28,871,000) | [2] | |
Issuances Related To Employee Taxes On Certain Share Based Payment Arrangements [Member] | Subordinate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | [1] | 173,000 | 1,336,000 | |
Share Issuances [Member] | Subordinate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | [1] | 11,469,000 | 792,000 | |
Share Issuances [Member] | Special Subordinate Voting Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Increase (decrease) in number of shares outstanding | [3] | 1,000 | ||
[1] | SVS includes shares pending issuance or cancellation | |||
[2] | PVS presented on an “as-converted” basis to SVS (1-to-200) | |||
[3] | SSVS presented on an “as-converted” basis to SVS (1-to-0.00001) |
Share Capital - Summary of is_2
Share Capital - Summary of issued and outstanding shares (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Proportionate Voting Shares [Member] | |
Disclosure of classes of share capital [line items] | |
Description of stock conversion ratio | 1-to-200 |
Special Subordinate Voting Shares [Member] | |
Disclosure of classes of share capital [line items] | |
Description of stock conversion ratio | 1-to-0.00001 |
Share Capital - Summary Of Comp
Share Capital - Summary Of Company Issued Shares In Conjunction Acquisitions (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Disclosure Of Shares Issued During Acquisition [Line Items] | |
Equity based consideration | $ | $ 350,359 |
Vedant Acquisition [Member] | |
Disclosure Of Shares Issued During Acquisition [Line Items] | |
Acquisition date | Feb. 16, 2021 |
SVS shares issued | 127 |
Replacement shares issued | 0 |
Equity based consideration | $ | $ 2,004 |
Bluma Acquisition [Member] | |
Disclosure Of Shares Issued During Acquisition [Line Items] | |
Acquisition date | Apr. 14, 2021 |
SVS shares issued | 15,061 |
Replacement shares issued | 814 |
Equity based consideration | $ | $ 193,310 |
Cultivate Acquisition [Member] | |
Disclosure Of Shares Issued During Acquisition [Line Items] | |
Acquisition date | Sep. 2, 2021 |
SVS shares issued | 4,818 |
Replacement shares issued | 0 |
Equity based consideration | $ | $ 46,643 |
Cure Penn Acquisition [Member] | |
Disclosure Of Shares Issued During Acquisition [Line Items] | |
Acquisition date | Nov. 25, 2021 |
SVS shares issued | 6,167 |
Replacement shares issued | 0 |
Equity based consideration | $ | $ 54,240 |
Laurel Harvest Acquisition [Member] | |
Disclosure Of Shares Issued During Acquisition [Line Items] | |
Acquisition date | Dec. 10, 2021 |
SVS shares issued | 8,354 |
Replacement shares issued | 0 |
Equity based consideration | $ | $ 65,844 |
Share Capital - Summary of warr
Share Capital - Summary of warrants outstanding (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of Detailed Information About Warrants Outstanding [Line Items] | ||
Number of warrants, Beginning balance | 6,183 | 6,454 |
Number of warrants, Excercised | (721) | (271) |
Number of warrants, Forfeited | (285) | |
Number of warrants, Ending balance | 9,842 | 6,183 |
Weighted- average exercise price, Beginning balance | $ 7.80 | $ 7.73 |
Weighted- average exercise price, Exercised | 6.15 | 6.05 |
Weighted- average exercise price, Forfeited | 11.64 | |
Weighted- average exercise price, Ending balance | $ 9.63 | $ 7.80 |
Bluma replacement warrants, Number of wrrants | 4,665 | |
Bluma replacement warrants, Weighted-average exercise price | $ 11.64 |
Share Capital - Summary of chan
Share Capital - Summary of changes in ownership and non-controlling interests (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | ||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Non-current assets | $ 1,358,708 | $ 983,129 | |||
Current assets | 421,755 | 249,467 | |||
Non-current liabilities | (694,333) | (404,418) | |||
Current liabilities | (288,394) | (252,846) | |||
Net assets | 797,736 | 575,332 | |||
Revenue | 821,682 | 476,251 | |||
Gross profit | 406,347 | 206,701 | |||
Net income (loss) | (296,834) | (92,771) | |||
Net income (loss) allocated to NCI | 22,763 | 9,386 | |||
Non-controlling interests [member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Net assets | 42,182 | 102,095 | |||
Net income (loss) | 22,763 | 9,386 | |||
Net income (loss) allocated to NCI | 22,763 | ||||
Reportable Legal Entity [Member] | TSC Cresco LLC [Member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Non-current assets | 5,208 | 4,064 | |||
Current assets | 54,506 | 31,099 | |||
Non-current liabilities | 0 | ||||
Current liabilities | (49,726) | (24,852) | |||
Net assets | 9,988 | 10,311 | |||
Revenue | 21,549 | 16,874 | |||
Gross profit | $ 13,592 | $ 10,033 | |||
NCI percentage | 25.00% | [1] | 25.00% | [2] | |
Net income (loss) | $ 12,387 | $ 7,884 | |||
Net income (loss) allocated to NCI | 3,097 | 1,971 | |||
Reportable Legal Entity [Member] | TSC Cresco LLC [Member] | Non-controlling interests [member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Net assets | 2,850 | 2,521 | |||
Reportable Legal Entity [Member] | MedMar Inc Lakeview [Member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Non-current assets | 33,698 | 32,397 | |||
Current assets | 95,522 | 26,022 | |||
Non-current liabilities | (11,213) | (11,755) | |||
Current liabilities | (92,049) | (32,922) | |||
Net assets | 25,958 | 13,742 | |||
Revenue | 48,435 | 31,320 | |||
Gross profit | $ 32,020 | $ 16,411 | |||
NCI percentage | [2] | 12.40% | 12.40% | ||
Net income (loss) | $ 12,043 | $ 3,606 | |||
Net income (loss) allocated to NCI | 1,493 | 447 | |||
Reportable Legal Entity [Member] | MedMar Inc Lakeview [Member] | Non-controlling interests [member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Net assets | 3,910 | 3,308 | |||
Reportable Legal Entity [Member] | MedMar Inc Rockford [Member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Non-current assets | 22,934 | 20,957 | |||
Current assets | 154,929 | 38,178 | |||
Non-current liabilities | (3,443) | (2,188) | |||
Current liabilities | (124,597) | (28,248) | |||
Net assets | 49,823 | 28,699 | |||
Revenue | 84,932 | 38,417 | |||
Gross profit | $ 47,922 | $ 20,092 | |||
NCI percentage | [2] | 25.00% | 25.00% | ||
Net income (loss) | $ 30,666 | $ 10,430 | |||
Net income (loss) allocated to NCI | 7,666 | 2,607 | |||
Reportable Legal Entity [Member] | MedMar Inc Rockford [Member] | Non-controlling interests [member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Net assets | 6,123 | 4,334 | |||
Reportable Legal Entity [Member] | Cresco Labs Ohio LLC [Member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Non-current assets | 16,093 | 13,626 | |||
Current assets | 64,897 | 42,934 | |||
Non-current liabilities | (12,286) | (12,328) | |||
Current liabilities | (73,441) | (46,953) | |||
Net assets | (4,737) | (2,721) | |||
Revenue | 22,661 | 14,646 | |||
Gross profit | $ 10,650 | $ 5,097 | |||
NCI percentage | 1.00% | [1] | 1.00% | [2] | |
Net income (loss) | $ (4,627) | $ (6,238) | |||
Net income (loss) allocated to NCI | (46) | (62) | |||
Reportable Legal Entity [Member] | Cresco Labs Ohio LLC [Member] | Non-controlling interests [member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Net assets | 18 | 64 | |||
Reportable Legal Entity [Member] | SLO Cultivation Inc [Member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Non-current assets | 23,422 | 22,744 | |||
Current assets | 97,276 | 80,219 | |||
Non-current liabilities | (14,071) | (10,666) | |||
Current liabilities | (147,993) | (118,870) | |||
Net assets | (41,366) | (26,573) | |||
Revenue | 21,011 | 19,772 | |||
Gross profit | $ (6,250) | $ (4,461) | |||
NCI percentage | 20.00% | [1] | 20.00% | [2] | |
Net income (loss) | $ (19,247) | $ (11,219) | |||
Net income (loss) allocated to NCI | (3,849) | (2,244) | |||
Reportable Legal Entity [Member] | SLO Cultivation Inc [Member] | Non-controlling interests [member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Net assets | (9,143) | (5,293) | |||
Reportable Legal Entity [Member] | Other entities including Cresco Labs LLC [Member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Non-current assets | [3] | 1,257,353 | [1] | 889,341 | [4] |
Current assets | [3] | 250,029 | [1] | 184,871 | [4] |
Non-current liabilities | [3] | (653,320) | [1] | (367,481) | [4] |
Current liabilities | [3] | (107,143) | [1] | (164,422) | [4] |
Net assets | [3] | 746,919 | [1] | 542,309 | [2] |
Revenue | [3] | 663,602 | [1] | 386,257 | [4] |
Gross profit | [3] | $ 320,419 | [1] | $ 164,116 | [4] |
NCI percentage | [3] | 43.30% | [1] | 50.10% | [4] |
Net income (loss) | [3] | $ (328,056) | [1] | $ (97,234) | [4] |
Net income (loss) allocated to NCI | [3] | 14,402 | [1] | 6,667 | [4] |
Reportable Legal Entity [Member] | Other entities including Cresco Labs LLC [Member] | Non-controlling interests [member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Net assets | [3] | 38,424 | [1] | 97,161 | [4] |
Consolidation Elimination [Member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Non-current assets | 0 | ||||
Current assets | (295,404) | (153,856) | |||
Non-current liabilities | 0 | ||||
Current liabilities | 306,555 | 163,421 | |||
Net assets | 11,151 | 9,565 | |||
Revenue | (40,508) | (31,035) | |||
Gross profit | (12,006) | $ (4,587) | |||
Net income (loss) | 0 | ||||
Net income (loss) allocated to NCI | 0 | ||||
Consolidation Elimination [Member] | Non-controlling interests [member] | |||||
Disclosure Of Non Controlling Interest And Intercompany Eliminations [Line Items] | |||||
Net assets | $ 0 | ||||
[1] | The NCI percentage reflects the NCI that exists at Cresco Labs, LLC. There is a further 43.3% NCI related to NCI for Cresco Labs Inc. | ||||
[2] | The NCI percentage reflects the NCI that exists at Cresco Labs Inc. | ||||
[3] | Includes the effect of LLC unit redemptions and other adjustments | ||||
[4] | The NCI percentage reflects the NCI that exists at Cresco Labs, LLC. There is a further 50.1% NCI related to NCI for Cresco Labs Inc. |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of the Status of the Stock Options Outstanding (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)shares$ / shares | Dec. 31, 2020USD ($)shares$ / shares | Dec. 31, 2019USD ($)shares$ / shares | |
Disclosure Of Number And Weighted Average Exercise Prices Of Share Options [Line Items] | |||
Number of stock options outstanding, beginning balance | shares | 22,507,000 | 22,920,000 | |
Number of stock options outstanding, granted | shares | 5,227,000 | 6,628,000 | |
Number of stock options outstanding, exercised | shares | (2,589,000) | (1,820,000) | |
Number of stock options outstanding, origin house replacement awards | shares | 629,000 | ||
Number of stock options outstanding, forfeited | shares | (1,535,000) | (5,850,000) | |
Number of stock options outstanding, ending balance | shares | 23,610,000 | 22,507,000 | 22,920,000 |
Number of stock options outstanding, exercisable | shares | 12,772,000 | 9,853,000 | |
Weighted average exercise price, beginning balance | $ / shares | $ 3.96 | $ 3.18 | |
Weighted average exercise price, granted | $ / shares | 11.29 | 5.04 | |
Weighted average exercise price, exercised | $ / shares | 1.97 | 2.12 | |
Weighted average exercise price, origin house replacement awards | $ / shares | 4.24 | ||
Weighted average exercise price, forfeited | $ / shares | 9.51 | 2.77 | |
Weighted average exercise price, ending balance | $ / shares | 5.54 | 3.96 | $ 3.18 |
Weighted average exercise price, exercisable | $ / shares | $ 3.69 | $ 3.19 | |
Weighted average remaining contractual life of outstanding share options | 7 years 8 months 12 days | 8 years 1 month 6 days | 8 years 7 months 6 days |
Weighted Average Remaining Contractual Life Of Exercisable Share Options | 7 years 2 months 12 days | 3 years 4 months 24 days | |
Aggregate ,Intrinsic Value, beginning balance | $ | $ 133,604 | $ 99,142 | |
Aggregate , Intrinsic Values, Ending balance | $ | 53,455 | 133,604 | $ 99,142 |
Number Of Share Options Exercisable In Share Based Payment Arrangement, Intrinsic Value | $ | $ 40,209 | $ 65,743 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Weighted Average Grant Date Fair Value and Intrinsic Value of Options Exercised (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Grant Date Fair Value And Intrinsic Value Of Options Exercised [Abstract] | ||
Weighted average grant date fair value (per share) of stock option units granted | $ 7.39 | $ 3.05 |
Intrinsic value of stock option units exercised, using market price at exercise date | $ 21,131 | $ 7,000 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary Of Fair Value Of Stock Options Granted Under the Plan (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)yr$ / shares | Dec. 31, 2020USD ($)yr$ / shares | |
Disclosure Of Indirect Measurement Of Fair Value Of Goods Or Services Received Share Options Granted During Period [Line Items] | ||
Expected annual dividend yield | $ | $ 0 | $ 0 |
Expected life of stock options | yr | 4 | |
Bottom of range [member] | ||
Disclosure Of Indirect Measurement Of Fair Value Of Goods Or Services Received Share Options Granted During Period [Line Items] | ||
Risk-free annual interest rate | 0.40% | 0.60% |
Expected stock price volatility | 67.00% | 64.90% |
Expected life of stock options | yr | 5 | 5 |
Forfeiture rate | 7.50% | 5.00% |
Fair value at grant date | $ 4.47 | $ 1.84 |
Stock price at grant date | 6.62 | 2.99 |
Exercise price range | $ 6.62 | $ 2.99 |
Top of range [member] | ||
Disclosure Of Indirect Measurement Of Fair Value Of Goods Or Services Received Share Options Granted During Period [Line Items] | ||
Risk-free annual interest rate | 1.20% | 1.80% |
Expected stock price volatility | 82.20% | 81.00% |
Expected life of stock options | yr | 7 | 7 |
Forfeiture rate | 24.90% | 15.00% |
Fair value at grant date | $ 8.78 | $ 6.33 |
Stock price at grant date | 13.10 | 9.86 |
Exercise price range | $ 13.10 | $ 9.86 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)sharesyr$ / shares | Dec. 31, 2020USD ($)sharesyr$ / shares | Dec. 31, 2019shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Weighted average stock price of options Excercised | $ / shares | $ 1.97 | $ 2.12 | |
Weighted average exercise price of share options granted in share-based payment arrangement | $ / shares | $ 11.29 | $ 5.04 | |
Number of share options granted in share-based payment arrangement | shares | 5,227,000 | 6,628,000 | |
Number of share options outstanding in share-based payment arrangement | shares | 23,610,000 | 22,507,000 | 22,920,000 |
Unrecognized compensation expense of option awards | $ 22,300 | ||
Option life, share options granted | yr | 4 | ||
Compensation expense capitalized to inventory | $ 200 | $ 1,800 | |
Gross Proceeds from exercise of options | 3,700 | 1,100 | |
Selling general and administrative expenses [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Expense from share-based payment transactions with employees | 17,700 | 15,000 | |
Cost of sales [member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Expense from share-based payment transactions with employees | 2,500 | 2,500 | |
Cost Of Goods Sold [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Expense from share-based payment transactions with employees | 3,000 | 500 | |
Deferred Share Awards [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Expense from share-based payment transactions with employees | $ 20,700 | 15,500 | |
Replacement Restricted Stock Units [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Number of RSUs outstanding | shares | 100,000 | ||
Restricted Stock Units [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Expense from share-based payment transactions with employees | $ 4,600 | 1,500 | |
Unrecognized compensation expense of option awards | $ 3,200 | ||
Option life, share options granted | yr | 4 | ||
Share-based Payment Arrangement, Amount Capitalized | $ 1,200 | $ 200 | |
Number of RSUs outstanding | shares | 1,093,000 | 994,000 | 404,000 |
Restricted Stock Units [Member] | Selling general and administrative expenses [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Expense from share-based payment transactions with employees | $ 4,000 | $ 1,000 | |
Restricted Stock Units [Member] | Cost Of Goods Sold [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Expense from share-based payment transactions with employees | $ 600 | $ 500 | |
Bottom of range [member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | October 2022 | ||
Option life, share options granted | yr | 5 | 5 | |
Top of range [member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | August 2028 | ||
Option life, share options granted | yr | 7 | 7 | |
Number of shares issued under the plan not exceed the percentage of issued and outstanding shares | 10.00% | ||
Weighted average [member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Weighted average stock price of options Excercised | $ / shares | $ 10.13 | $ 5.96 | |
Weighted average exercise price of share options granted in share-based payment arrangement | $ / shares | $ 5.16 | ||
Number of share options outstanding in share-based payment arrangement | shares | 300,000 | ||
Origin House acquisition [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Number of share options granted in share-based payment arrangement | shares | 600,000 | ||
Origin House acquisition [Member] | Restricted Stock Units [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Post acquisition compensation expense | $ 0 | ||
Origin House acquisition [Member] | Weighted average [member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Weighted average exercise price of share options granted in share-based payment arrangement | $ / shares | $ 4.24 | ||
Bluma Acquisition [Member] | Restricted Stock Units [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Post acquisition compensation expense | $ 2,100 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Outstanding RSUs (Detail) - Restricted Stock Units [Member] | 12 Months Ended | |
Dec. 31, 2021shares$ / shares | Dec. 31, 2020shares$ / shares | |
Disclosure Of Number And Weighted Average Exercise Prices Of Other Equity Instruments [Line Items] | ||
Number of RSUs outstanding, Beginning balance | shares | 994,000 | 404,000 |
Number of RSUs outstanding, Granted | shares | 544,000 | 661,000 |
Number of RSUs Outstanding, Bluma replacement awards | shares | 207,000 | |
Number of RSUs outstanding, Origin House replacement awards | shares | 3,431,000 | |
Number of RSUs outstanding, Vested and settled | shares | (501,000) | (3,436,000) |
Number of RSUs outstanding, Forfeited | shares | (151,000) | (66,000) |
Number of RSUs outstanding, Ending balance | shares | 1,093,000 | 994,000 |
Number of RSUs outstanding, Liability classified | shares | 4,000 | |
Weighted average fair value, Beginning balance | $ / shares | $ 6.54 | $ 8.58 |
Weighted average fair value, Granted | $ / shares | 11.78 | 6 |
Weighted average fair value, Bluma replacement awards | $ / shares | 12.17 | |
Weighted average fair value, Origin House replacement awards | $ / shares | 5.96 | |
Weighted average fair value, Vested and settled | $ / shares | 9.20 | 5.23 |
Weighted average fair value, Forfeited | $ / shares | 8.21 | 8.91 |
Weighted average fair value, Ending balance | $ / shares | 8.83 | $ 6.54 |
Weighted average fair value, Liability classified | $ / shares | $ 6.62 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of Total Fair Value of Restricted Stock Units Vested (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units [Member] | ||
Total Fair Value Of Units Vested Other Equity Instruments [line Items] | ||
Total fair value of RSUs vested, using market price at vest date | $ 4,783 | $ 20,528 |
Share-Based Compensation - Su_6
Share-Based Compensation - Summary of Shares Movement (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)shares$ / shares | Dec. 31, 2020USD ($) | |
Disclosure Of Movement Of Shares [Line Items] | ||
Compensation expense | $ 200 | $ 1,800 |
Bluma replacement shares [Member] | ||
Disclosure Of Movement Of Shares [Line Items] | ||
Shares issued | shares | 814 | |
Fair value (per share) | $ / shares | $ 12.17 | |
Compensation expense | $ 239 | |
Subscription award [Member] | ||
Disclosure Of Movement Of Shares [Line Items] | ||
Shares issued | shares | 62 | |
Fair value (per share) | $ / shares | $ 11.25 | |
Compensation expense | $ 694 |
Acquisitions - Summary of signi
Acquisitions - Summary of significant business combinations (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 02, 2021 | Dec. 31, 2020 | Jan. 08, 2020 |
Total consideration | ||||
Common shares issued | $ 350,359 | |||
Cash | 55,284 | |||
Cashless exercise option on loan | 10,000 | |||
Settlement of leases | 90 | |||
Loan settlement | 37,831 | |||
Warrants issued | 18,415 | |||
Replacement RSU awards | 10,048 | |||
Payment of acquisition-related transaction costs on behalf of the acquiree | 7,840 | |||
Payment of 3rd-party debt on behalf of the acquiree | 20,125 | |||
Deferred consideration | 48,483 | |||
Contingent consideration | 29,642 | |||
Total consideration | 588,117 | |||
Net identifiable assets (liabilities) acquired | ||||
Cash | 7,609 | |||
Accounts Receivable | 6,527 | |||
Inventory | 49,094 | |||
Loans receivable, short-term | 1,600 | |||
Other current assets | 2,113 | |||
Property & equipment | 70,994 | |||
Right-of-use asset | 17,833 | |||
Other non-current assets | 47 | |||
Customer relationships | 24,250 | |||
License | 314,960 | |||
Trade name | 1,400 | |||
Non-compete agreements | 1,150 | |||
Equity method investment | 5,912 | $ 4,360 | ||
Investments | 693 | |||
Total identifiable assets acquired | 498,270 | |||
Short-term liabilities | (21,256) | |||
Lease liability | (17,809) | |||
Contract liability-loyalty program | (811) | |||
Deferred tax liability | (82,258) | |||
Total identifiable liabilities acquired | (122,134) | |||
Net identifiable assets acquired | 376,136 | |||
Purchase price allocation | ||||
Net identifiable assets acquired | 376,136 | |||
Goodwill | 211,981 | |||
Total consideration | 588,117 | |||
Verdant [Member] | ||||
Total consideration | ||||
Common shares issued | 2,000 | |||
Cash | 1,500 | |||
Cashless exercise option on loan | 10,000 | |||
Settlement of leases | 90 | |||
Loan settlement | 11,414 | |||
Total consideration | 25,004 | |||
Net identifiable assets (liabilities) acquired | ||||
Cash | 1,360 | |||
Inventory | 1,519 | |||
Other current assets | 76 | |||
Property & equipment | 996 | |||
Right-of-use asset | 127 | |||
Other non-current assets | 47 | |||
Customer relationships | 1,370 | |||
License | 16,320 | |||
Total identifiable assets acquired | 21,815 | |||
Short-term liabilities | (1,601) | |||
Lease liability | (127) | |||
Deferred tax liability | (3,968) | |||
Total identifiable liabilities acquired | (5,696) | |||
Net identifiable assets acquired | 16,119 | |||
Purchase price allocation | ||||
Net identifiable assets acquired | 16,119 | |||
Goodwill | 8,885 | |||
Total consideration | 25,004 | |||
Bluma [Member] | ||||
Total consideration | ||||
Common shares issued | 183,262 | |||
Loan settlement | 21,226 | |||
Warrants issued | 18,415 | |||
Replacement RSU awards | 10,048 | |||
Payment of acquisition-related transaction costs on behalf of the acquiree | 3,373 | |||
Deferred consideration | 1,806 | |||
Total consideration | 238,130 | |||
Net identifiable assets (liabilities) acquired | ||||
Cash | 1,623 | |||
Inventory | 19,244 | |||
Loans receivable, short-term | 1,600 | |||
Other current assets | 1,205 | |||
Property & equipment | 26,152 | |||
Right-of-use asset | 13,709 | |||
Customer relationships | 6,700 | |||
License | 117,000 | |||
Investments | 693 | |||
Total identifiable assets acquired | 187,926 | |||
Short-term liabilities | (3,733) | |||
Lease liability | (13,685) | |||
Contract liability-loyalty program | (456) | |||
Deferred tax liability | (36,940) | |||
Total identifiable liabilities acquired | (54,814) | |||
Net identifiable assets acquired | 133,112 | |||
Purchase price allocation | ||||
Net identifiable assets acquired | 133,112 | |||
Goodwill | 105,018 | |||
Total consideration | 238,130 | |||
Cultivate [Member] | ||||
Total consideration | ||||
Common shares issued | 46,643 | |||
Loan settlement | 1,852 | |||
Payment of acquisition-related transaction costs on behalf of the acquiree | 1,001 | $ 1,600 | ||
Payment of 3rd-party debt on behalf of the acquiree | 20,125 | |||
Contingent consideration | 29,642 | |||
Total consideration | 99,263 | |||
Net identifiable assets (liabilities) acquired | ||||
Cash | 2,938 | |||
Accounts Receivable | 6,494 | |||
Inventory | 24,862 | |||
Other current assets | 662 | |||
Property & equipment | 30,128 | |||
Right-of-use asset | 1,304 | |||
Customer relationships | 13,600 | |||
License | 12,000 | |||
Trade name | 1,400 | |||
Non-compete agreements | 800 | |||
Total identifiable assets acquired | 94,188 | |||
Short-term liabilities | (14,585) | |||
Lease liability | (1,304) | |||
Deferred tax liability | (10,597) | |||
Total identifiable liabilities acquired | (26,486) | |||
Net identifiable assets acquired | 67,702 | |||
Purchase price allocation | ||||
Net identifiable assets acquired | 67,702 | |||
Goodwill | 31,561 | |||
Total consideration | 99,263 | |||
Cure Penn [Member] | ||||
Total consideration | ||||
Common shares issued | 52,610 | |||
Cash | 33,304 | |||
Payment of acquisition-related transaction costs on behalf of the acquiree | 3,135 | |||
Total consideration | 89,049 | |||
Net identifiable assets (liabilities) acquired | ||||
Cash | 751 | |||
Accounts Receivable | 33 | |||
Inventory | 2,963 | |||
Other current assets | 134 | |||
Property & equipment | 1,845 | |||
Right-of-use asset | 1,834 | |||
Customer relationships | 2,320 | |||
License | 70,950 | |||
Non-compete agreements | 270 | |||
Total identifiable assets acquired | 81,100 | |||
Short-term liabilities | (1,186) | |||
Lease liability | (1,834) | |||
Contract liability-loyalty program | (355) | |||
Total identifiable liabilities acquired | (3,375) | |||
Net identifiable assets acquired | 77,725 | |||
Purchase price allocation | ||||
Net identifiable assets acquired | 77,725 | |||
Goodwill | 11,324 | |||
Total consideration | 89,049 | |||
Laurel Harvest [Member] | ||||
Total consideration | ||||
Common shares issued | 65,844 | |||
Cash | 20,480 | |||
Loan settlement | 3,339 | |||
Payment of acquisition-related transaction costs on behalf of the acquiree | 331 | |||
Deferred consideration | 46,677 | |||
Total consideration | 136,671 | |||
Net identifiable assets (liabilities) acquired | ||||
Cash | 937 | |||
Inventory | 506 | |||
Other current assets | 36 | |||
Property & equipment | 11,873 | |||
Right-of-use asset | 859 | |||
Customer relationships | 260 | |||
License | 98,690 | |||
Non-compete agreements | 80 | |||
Total identifiable assets acquired | 113,241 | |||
Short-term liabilities | (151) | |||
Lease liability | (859) | |||
Deferred tax liability | (30,753) | |||
Total identifiable liabilities acquired | (31,763) | |||
Net identifiable assets acquired | 81,478 | |||
Purchase price allocation | ||||
Net identifiable assets acquired | 81,478 | |||
Goodwill | 55,193 | |||
Total consideration | $ 136,671 | |||
Origin House [Member] | ||||
Total consideration | ||||
Common shares issued | 396,575 | $ 396,600 | ||
Replacement awards | 31,671 | 31,700 | ||
Total consideration | 428,246 | 428,200 | ||
Net identifiable assets (liabilities) acquired | ||||
Cash | 32,984 | |||
Accounts Receivable | 7,565 | |||
Inventory | 16,660 | |||
Other current assets | 2,197 | |||
Property & equipment | 18,079 | |||
Right-of-use asset | 17,984 | |||
Loans receivable, long-term | 331 | |||
Customer relationships | 63,600 | |||
License | 5,900 | |||
Trade name | 39,700 | |||
Equity method investment | 4,302 | |||
Investments | 139 | |||
Market related intangibles | 2,374 | |||
Internally developed software | 380 | |||
Total identifiable assets acquired | 212,195 | |||
Short-term liabilities | (25,758) | |||
Lease liability | (18,002) | |||
Deferred and contingent consideration | (3,807) | |||
Notes payable | (22,045) | |||
Deferred tax liability | (29,622) | |||
Net identifiable assets acquired | 112,961 | |||
Purchase price allocation | ||||
Net identifiable assets acquired | 112,961 | |||
Goodwill | 315,285 | |||
Total consideration | $ 428,246 | $ 428,200 |
Acquisitions - Summary of Contr
Acquisitions - Summary of Contributed Revenue and Net Income (Loss) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Disclosure Contributed Revenue And Net income (Loss) [Line Items] | |
Contributed revenue | $ 85,762 |
Net (loss) income | 11,728 |
Verdant [Member] | |
Disclosure Contributed Revenue And Net income (Loss) [Line Items] | |
Contributed revenue | 26,547 |
Net (loss) income | 5,352 |
Bluma [Member] | |
Disclosure Contributed Revenue And Net income (Loss) [Line Items] | |
Contributed revenue | 26,642 |
Net (loss) income | (8,382) |
Cultivate [Member] | |
Disclosure Contributed Revenue And Net income (Loss) [Line Items] | |
Contributed revenue | 29,279 |
Net (loss) income | 14,944 |
Cure Penn [Member] | |
Disclosure Contributed Revenue And Net income (Loss) [Line Items] | |
Contributed revenue | 2,966 |
Net (loss) income | (50) |
Laurel Harvest [Member] | |
Disclosure Contributed Revenue And Net income (Loss) [Line Items] | |
Contributed revenue | 328 |
Net (loss) income | $ (136) |
Acquisitions - Summary of Pro F
Acquisitions - Summary of Pro Forma Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition Pro Forma Information [Line Items] | ||
Pro forma revenue | $ 902,545 | $ 555,869 |
Pro forma adjustments: | ||
Total pro forma net income | (295,531) | (124,587) |
Cresco Labs Inc. [Member] | ||
Business Acquisition Pro Forma Information [Line Items] | ||
Pro forma revenue | 821,682 | 476,251 |
Pro forma adjustments: | ||
Total pro forma net income | (296,834) | (92,771) |
Verdant [Member] | ||
Business Acquisition Pro Forma Information [Line Items] | ||
Pro forma revenue | 2,677 | 15,195 |
Pro forma net income: | ||
Pre-acquisition net income | (846) | (1,982) |
Pro forma adjustments: | ||
(a) Transaction costs | 399 | (399) |
(c) Intangible amortization | (150) | (171) |
Total pro forma adjustments | 250 | (571) |
Total pro forma net income | (596) | (2,553) |
Bluma [Member] | ||
Business Acquisition Pro Forma Information [Line Items] | ||
Pro forma revenue | 7,906 | 12,338 |
Pro forma net income: | ||
Pre-acquisition net income | (13,784) | (25,998) |
Pro forma adjustments: | ||
(a) Transaction costs | 1,461 | (1,461) |
(b) Post-acquisition share-based compensation | 2,440 | (2,440) |
(c) Intangible amortization | (599) | (853) |
Total pro forma adjustments | 3,302 | (4,754) |
Total pro forma net income | (10,482) | (30,752) |
Cultivate [Member] | ||
Business Acquisition Pro Forma Information [Line Items] | ||
Pro forma revenue | 39,033 | 22,965 |
Pro forma net income: | ||
Pre-acquisition net income | 4,550 | 772 |
Pro forma adjustments: | ||
(a) Transaction costs | 1,555 | (1,555) |
(c) Intangible amortization | (860) | (3,483) |
Total pro forma adjustments | 695 | (5,037) |
Total pro forma net income | 5,245 | (4,266) |
Cure Penn [Member] | ||
Business Acquisition Pro Forma Information [Line Items] | ||
Pro forma revenue | 29,281 | 29,119 |
Pro forma net income: | ||
Pre-acquisition net income | 8,161 | 8,384 |
Pro forma adjustments: | ||
(a) Transaction costs | 439 | (439) |
(c) Intangible amortization | (355) | (387) |
Total pro forma adjustments | 84 | (826) |
Total pro forma net income | 8,245 | 7,558 |
Laurel Harvest [Member] | ||
Business Acquisition Pro Forma Information [Line Items] | ||
Pro forma revenue | 1,966 | 1 |
Pro forma net income: | ||
Pre-acquisition net income | (2,121) | (650) |
Pro forma adjustments: | ||
(a) Transaction costs | 1,081 | (1,081) |
(c) Intangible amortization | (68) | (73) |
Total pro forma adjustments | 1,013 | (1,153) |
Total pro forma net income | $ (1,109) | $ (1,803) |
Acquisitions - Summary of defer
Acquisitions - Summary of deferred consideration, contingent consideration and other payables balance (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of Detailed Information of Deferred Consideration Contingent Consideration and Other Payables [Line Items] | ||
Cultivate contingent consideration | $ 33,969 | $ 0 |
Total Deferred consideration, contingent consideration and other payables, short-term - acquisition related | 71,816 | 19,093 |
Valley Agriceuticals LLC [Member] | ||
Disclosure of Detailed Information of Deferred Consideration Contingent Consideration and Other Payables [Line Items] | ||
Valley Ag contingent consideration | 0 | 19,093 |
Laurel Harvest Acquisition [Member] | ||
Disclosure of Detailed Information of Deferred Consideration Contingent Consideration and Other Payables [Line Items] | ||
Laurel Harvest deferred consideration, short term | $ 37,847 | $ 0 |
Acquisitions - Summary of long-
Acquisitions - Summary of long-term conatingent consideration (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of Detailed Information of Long Term Contingent Consideration [Abstract] | ||
Valley Ag operating cash flows consideration | $ 8,577 | $ 7,247 |
Laurel Harvest deferred consideration, long term | 9,074 | 0 |
Total Long-term deferred and contingent consideration | $ 17,651 | $ 7,247 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands, shares in Millions | Oct. 05, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 10, 2021USD ($) | Nov. 25, 2021USD ($) | Sep. 02, 2021USD ($) | Apr. 14, 2021USD ($) | Mar. 30, 2021USD ($) | Feb. 16, 2021USD ($) | Jan. 08, 2020USD ($)shares |
Increase of goodwill recognised from business acquisition | ||||||||||
Goodwill recognized | $ 211,981 | |||||||||
Total consideration | 588,117 | |||||||||
Value of equity issued | 350,359 | |||||||||
Pro forma Revenue | 902,545 | $ 555,869 | ||||||||
Pro forma Net loss | (295,531) | (124,587) | ||||||||
Contributed revenue | 85,762 | |||||||||
Contributed Net loss | 11,728 | |||||||||
Contingent consideration | 29,642 | |||||||||
Business combination consideration transferred towards acquisition costs | 7,840 | |||||||||
Short-term deferred consideration | 37,700 | |||||||||
Long-term deferred consideration | 9,000 | |||||||||
Deferred consideration payable amount | 50,000 | |||||||||
Total deferred consideration | 46,700 | |||||||||
Discontinued operations [member] | Spider Cannabis And Plant Based Investment Corp [Member] | 180 Smoke and related intercompany receivables [member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Discontinued operations consideration receivable on disposal | $ 1,100 | |||||||||
Gain loss on disposal of business | 800 | |||||||||
Reclassification from accumulated foreign currency gain loss to income statement due to disposal of business | 300 | |||||||||
Wellbeings, LLC [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Goodwill recognized | $ 200 | |||||||||
Net liabiilities recognized | 200 | |||||||||
Loss on previous investment | 500 | |||||||||
Gain on reversel of expected credit loss | $ 300 | |||||||||
Origin House [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Goodwill recognized | 315,285 | |||||||||
Total consideration | 428,246 | $ 428,200 | ||||||||
Value of equity issued | 396,575 | 396,600 | ||||||||
Value of Replacement Awards Of Acquirer | 31,671 | $ 31,700 | ||||||||
Increase Decrease In Contingent Consideration Liability | 100 | |||||||||
Pro forma Revenue | 476,900 | |||||||||
Pro forma Net loss | 93,200 | |||||||||
Contributed revenue | 88,700 | |||||||||
Contributed Net loss | 31,200 | |||||||||
Percentage of Voting rights | 100.00% | |||||||||
Proforma adjustments consisted of amortization on acquired intangible assets | 11 | |||||||||
Origin House [Member] | Selling general and administrative expenses [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Transaction costs | 5,500 | |||||||||
Origin House [Member] | Replacement Awards [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Number of instruments or interests issued | shares | 5.7 | |||||||||
Origin House [Member] | Replacement RSU [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Number of instruments or interests issued | shares | 3.4 | |||||||||
Origin House [Member] | Deferred Share Awards [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Number of instruments or interests issued | shares | 1.6 | |||||||||
Origin House [Member] | Replacement Options [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Number of instruments or interests issued | shares | 0.6 | |||||||||
Post acquisition Compensation Expense | 51,000 | |||||||||
Origin House [Member] | Subordinate Voting Shares [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Number of instruments or interests issued | shares | 66.5 | |||||||||
Valley Agriceuticals, LLC [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Mark to market fair value gain | 19,100 | 2,800 | ||||||||
Increase decrease in cash flow due to incremental borrowing rate | 1,300 | |||||||||
Non Current Operating Cash Flows Consideration Fair ValueThrough Profit Or Loss | 8,600 | |||||||||
Verdant [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Goodwill recognized | 8,885 | |||||||||
Total consideration | 25,004 | |||||||||
Value of equity issued | 2,000 | |||||||||
Pro forma Revenue | 2,677 | 15,195 | ||||||||
Pro forma Net loss | (596) | (2,553) | ||||||||
Contributed revenue | 26,547 | |||||||||
Contributed Net loss | 5,352 | |||||||||
Percentage of Voting rights | 100.00% | |||||||||
Business combination measurement period adjustments recorded as an adjustment goodwill | 200 | |||||||||
Verdant [Member] | Subordinate Voting Shares [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Total consideration | $ 100 | |||||||||
Bluma [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Goodwill recognized | 105,018 | |||||||||
Total consideration | 238,130 | |||||||||
Value of equity issued | 183,262 | |||||||||
Pro forma Revenue | 7,906 | 12,338 | ||||||||
Pro forma Net loss | (10,482) | (30,752) | ||||||||
Contributed revenue | 26,642 | |||||||||
Contributed Net loss | (8,382) | |||||||||
Percentage of Voting rights | 100.00% | |||||||||
Deferred cash consideration | $ 1,800 | |||||||||
Business combination consideration transferred towards acquisition costs | 3,373 | |||||||||
Business combination measurement period adjustments recorded as an adjustment goodwill | 500 | |||||||||
Bluma [Member] | Selling general and administrative expenses [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Transaction costs | 1,500 | |||||||||
Bluma [Member] | Subordinate Voting Shares [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Total consideration | $ 15,100 | |||||||||
Cultivate [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Goodwill recognized | 31,561 | |||||||||
Total consideration | 99,263 | |||||||||
Value of equity issued | 46,643 | |||||||||
Pro forma Revenue | 39,033 | 22,965 | ||||||||
Pro forma Net loss | 5,245 | (4,266) | ||||||||
Contributed revenue | 29,279 | |||||||||
Contributed Net loss | 14,944 | |||||||||
Percentage of Voting rights | 100.00% | |||||||||
Contingent consideration | 29,642 | |||||||||
Business combination consideration transferred towards acquisition costs | 1,001 | $ 1,600 | ||||||||
Business combination measurement period adjustments recorded as an adjustment goodwill | 700 | |||||||||
New liabilities contingent liabilities recognized in business combination | 29,600 | |||||||||
Reverse unsettled liabilities contingent liabilities recognized in business combination | 68,000 | |||||||||
Cultivate [Member] | Top of range [member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Contingent consideration | 34,000 | |||||||||
Cultivate [Member] | Bottom of range [member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Contingent consideration | 29,600 | |||||||||
Cultivate [Member] | Subordinate Voting Shares [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Total consideration | $ 4,800 | |||||||||
Cure Penn [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Goodwill recognized | 11,324 | |||||||||
Total consideration | 89,049 | |||||||||
Value of equity issued | 52,610 | |||||||||
Pro forma Revenue | 29,281 | 29,119 | ||||||||
Pro forma Net loss | 8,245 | 7,558 | ||||||||
Contributed revenue | 2,966 | |||||||||
Contributed Net loss | (50) | |||||||||
Percentage of Voting rights | 100.00% | |||||||||
Business combination consideration transferred towards acquisition costs | 3,135 | |||||||||
Cure Penn [Member] | Subordinate Voting Shares [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Total consideration | $ 6,200 | |||||||||
Laurel Harvest [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Goodwill recognized | 55,193 | |||||||||
Total consideration | 136,671 | |||||||||
Value of equity issued | 65,844 | |||||||||
Pro forma Revenue | 1,966 | 1 | ||||||||
Pro forma Net loss | (1,109) | $ (1,803) | ||||||||
Contributed revenue | 328 | |||||||||
Contributed Net loss | (136) | |||||||||
Percentage of Voting rights | 100.00% | |||||||||
Business combination consideration transferred towards acquisition costs | 331 | |||||||||
Laurel Harvest [Member] | Selling general and administrative expenses [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Transaction costs | 1,100 | |||||||||
Laurel Harvest [Member] | Subordinate Voting Shares [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Total consideration | $ 8,400 | |||||||||
Laurel Harvest Acquisition [Member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Value of equity issued | 65,844 | |||||||||
Interest expense on short term deferred consideration | 200 | |||||||||
Interest expense on long term deferred consideration | 48 | |||||||||
Laurel Harvest Acquisition [Member] | Top of range [member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Total deferred payment | 50,000 | |||||||||
Laurel Harvest Acquisition [Member] | Bottom of range [member] | ||||||||||
Increase of goodwill recognised from business acquisition | ||||||||||
Total deferred payment | $ 46,900 |
Long-term Notes and Loans Pay_3
Long-term Notes and Loans Payable - Summary of Loans Payable Balances as Follows (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of detailed information about borrowings [abstract] | ||
Senior Loan, net of unamortized debt issuance costs | $ 400,000 | $ 0 |
Amended Term Loan | 0 | 200,000 |
Interest payable | 9,711 | 3,656 |
Financing liability - leases | 97,797 | 91,265 |
Unamortized debt issuance costs – Senior Loan | (22,501) | 0 |
Unamortized debt issuance costs – Amended Term Loan | 0 | (13,558) |
Total borrowings and interest payable | 485,007 | 281,363 |
Less Short-term borrowings and interest payable | (9,711) | (15,071) |
Less: Current portion of Financing liability - leases | (10,217) | (10,853) |
Total Long-term notes and loans payable | $ 465,079 | $ 255,439 |
Long-term Notes and Loans Pay_4
Long-term Notes and Loans Payable - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 12, 2021 | Dec. 11, 2020 | Jun. 30, 2020 | Feb. 02, 2020 | Jan. 08, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 29, 2020 |
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowing costs incurred | $ 200,000 | ||||||||
Loans received | $ 0 | $ 200,000 | |||||||
Borrowings interest rate | 10.00% | ||||||||
Gain (loss) on extinguishment of debt | $ (17,987) | (977) | |||||||
Deferred financing fees | 800 | 6,461 | 7,605 | ||||||
Borrowing costs recognised as expense | 200 | ||||||||
Adjustments for finance income (cost) | $ (11,304) | $ (4,619) | |||||||
Tranche A lenders [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowings maturity | July 22, 2021 | ||||||||
Borrowings interest rate | 12.70% | ||||||||
Interest rate effective percentage | 17.00% | ||||||||
Borrowing costs capitalised | $ 5,500 | ||||||||
Tranche B lenders [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowings maturity | January 22, 2022 | ||||||||
Borrowings interest rate | 13.20% | ||||||||
Interest rate effective percentage | 16.10% | ||||||||
Borrowing costs capitalised | $ 400 | ||||||||
Non Extending lenders [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowings | 11,700 | ||||||||
Borrowings interest rate | 12.70% | ||||||||
Interest rate effective percentage | 17.70% | ||||||||
Borrowing costs capitalised | $ 100 | ||||||||
Extending lenders [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowings | 97,300 | ||||||||
Borrowings interest rate | 12.00% | ||||||||
Interest rate effective percentage | 15.80% | ||||||||
Borrowing costs capitalised | $ 11,100 | ||||||||
Increasing lenders [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowings | 91,000 | ||||||||
OCN Term Loan Lender [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Repayments of current borrowings | 5,400 | ||||||||
Term Loan lenders [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Repayments of current borrowings | 1,000 | ||||||||
Extending and Increasing lenders [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Repayments of current borrowings | 8,600 | ||||||||
Deferred financing fees | 11,200 | ||||||||
OCN Loan [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowings terms extension fees | $ 600 | $ 100 | |||||||
OCN Loan [Member] | Origin House [Member] | Tranche One [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowings | $ 20,200 | ||||||||
Borrowings maturity | June 30, 2020 | ||||||||
Borrowings interest rate | 10.00% | ||||||||
Interest rate effective percentage | 16.00% | ||||||||
OCN Loan [Member] | Origin House [Member] | Second Tranche [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowings | $ 2,500 | ||||||||
Borrowings maturity | June 30, 2020 | ||||||||
Borrowings interest rate | 10.00% | ||||||||
Interest rate effective percentage | 25.30% | ||||||||
Senior Loan [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowings | $ 400,000 | ||||||||
Borrowings maturity | August 12, 2026 | ||||||||
Borrowings interest rate | 9.50% | ||||||||
Interest rate effective percentage | 11.00% | ||||||||
Borrowing costs capitalised | $ 10,900 | ||||||||
Gain (loss) on extinguishment of debt | 18,000 | ||||||||
Adjustments for finance income (cost) | 13,000 | ||||||||
Principal repayment of the Senior Loan | $ 7,000 | $ 16,600 | |||||||
Cash | $ 50,000 | ||||||||
Fixed Charge Coverage Ratio | 2 to 1 | ||||||||
Loan commitments [member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowings | $ 200,000 | ||||||||
Loans received | $ 100,000 | ||||||||
Loan commitments [member] | Tranche A lenders [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Loans received | 92,400 | ||||||||
Loan commitments [member] | Tranche B lenders [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Loans received | 7,600 | ||||||||
Bottom of range [member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Weighted average lessee's incremental borrowing rate applied to lease liabilities recognised at date of initial application of IFRS 16 | 11.20% | ||||||||
Finance Lease, Weighted Average Remaining Lease Term | 8 years 1 month 6 days | ||||||||
Bottom of range [member] | Term Loan [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowings | 100,000 | ||||||||
Bottom of range [member] | OCN Loan [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowings maturity | June 30, 2020 | ||||||||
Borrowings interest rate | 13.00% | ||||||||
Top of range [member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Weighted average lessee's incremental borrowing rate applied to lease liabilities recognised at date of initial application of IFRS 16 | 17.50% | ||||||||
Finance Lease, Weighted Average Remaining Lease Term | 18 years 6 months | ||||||||
Top of range [member] | Term Loan [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowing costs incurred | $ 200,000 | ||||||||
Top of range [member] | OCN Loan [Member] | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Borrowings maturity | June 30, 2021 | ||||||||
Borrowings interest rate | 15.60% |
Revenue and Loyalty Programs -
Revenue and Loyalty Programs - Summary of Disaggregated Revenue by Source (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Total Revenue | $ 821,682 | $ 476,251 |
Wholesale | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Total Revenue | 414,908 | 274,000 |
Dispensary | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Total Revenue | $ 406,774 | $ 202,251 |
Revenue and Loyalty Programs _2
Revenue and Loyalty Programs - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Loyalty points outstanding | 94,100,000 | 52,500,000 |
Loyalty points outstanding value | $ 1.3 | $ 0.8 |
Loyalty point expected redemption period | 1 year | |
Percentage of sales discount | 7 | 3 |
Bottom of range [member] | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue reduction per loyalty point | 0.01 | |
Top of range [member] | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue reduction per loyalty point | 0.04 |
Other Income (Expense), Net - S
Other Income (Expense), Net - Summary ofOther Income (Expense), Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of Other expense income [Abstract] | ||
Unrealized gain (loss) on derivative liabilities - warrants | $ 16,669 | $ (8,659) |
Gain on derivative instruments | 23,909 | 2,938 |
Loss on provision - loan receivable | (753) | (902) |
Unrealized loss on investments held at fair value | (7,135) | (162) |
Loss on debt extinguishment | (17,987) | (977) |
Loss on disposal of assets | (886) | (134) |
Loss on foreign currency | (1,228) | (1,415) |
Other income (loss), net | 442 | 1,016 |
Total Other income (expense), net | $ 13,031 | $ (8,295) |
Related Party Transactions - Su
Related Party Transactions - Summary of Expense Resulting From The Related Party Transactions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of transactions between related parties [line items] | ||
Interest expense | $ 4,053 | $ 3,064 |
MVS Shareholder [Member] | Operating Leases [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Rent expense | 1,168 | 647 |
MVS Shareholder [Member] | Finance Leases [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Depreciation expense | 74 | 64 |
Interest expense | 88 | 80 |
SLO Cultivation Inc [Member] | Subsidiaries [member] | Operating Leases [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Rent expense | 1,563 | 2,138 |
MedMar Inc [Member] | Subsidiaries [member] | Operating Leases [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Rent expense | 238 | 140 |
MedMar Inc [Member] | Subsidiaries [member] | Finance Leases [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Depreciation expense | 277 | 151 |
Interest expense | $ 310 | $ 174 |
Related Party Transactions - _2
Related Party Transactions - Summary of ROU Assets And Lease Liabilities Attributable To Related Party Transactions (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of transactions between related parties [line items] | ||
Right-of-use assets | $ 88,017 | $ 71,794 |
Lease liabilities | 139,728 | |
Finance Leases [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Right-of-use assets | 25,688 | 24,029 |
MVS shareholder [member] | Operating Leases [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Right-of-use assets | 6,314 | 6,334 |
Lease liabilities | 4,867 | 4,783 |
MVS shareholder [member] | Finance Leases [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Right-of-use assets | 616 | 648 |
Lease liabilities | 1,063 | 678 |
SLO Cultivation Inc [Member] | Subsidiaries [member] | Operating Leases [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Right-of-use assets | 6,996 | 4,926 |
Lease liabilities | 11,938 | 8,560 |
Med Mar Inc [Member] | Subsidiaries [member] | Operating Leases [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Right-of-use assets | 1,525 | 1,146 |
Lease liabilities | 1,549 | 1,187 |
Med Mar Inc [Member] | Subsidiaries [member] | Finance Leases [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Right-of-use assets | 2,137 | 1,201 |
Lease liabilities | $ 2,457 | $ 1,365 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Thousands, Grams in Millions | Aug. 12, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)Grams | Dec. 31, 2020USD ($) |
Disclosure of transactions between related parties [line items] | ||||
Non-controlling interests | $ 42,182 | $ 102,095 | ||
Interest expense | 51,211 | 31,229 | ||
Interest payable | 12,600 | 10,900 | ||
Loans received | 0 | 200,000 | ||
Interest expense on finance liabilities | 4,053 | 3,064 | ||
Amended Term Loan [Member] | ||||
Disclosure of transactions between related parties [line items] | ||||
Loans received | $ 0 | |||
Senior Loan [Member] | ||||
Disclosure of transactions between related parties [line items] | ||||
Principal repayment of the Senior Loan | $ 7,000 | $ 16,600 | ||
Joe Caltabiano [Member] | ||||
Disclosure of transactions between related parties [line items] | ||||
Percentage of ownership interest | 11.50% | |||
Individuals [Member] | ||||
Disclosure of transactions between related parties [line items] | ||||
Percentage of ownership interest | 22.50% | |||
Borrowings with Related Parties [Member] | ||||
Disclosure of transactions between related parties [line items] | ||||
Interest expense | $ 1,200 | 1,800 | ||
Interest payable | $ 100 | |||
Key management personnel of entity or parent [member] | ||||
Disclosure of transactions between related parties [line items] | ||||
Number of redeemable units held by related party | Grams | 93.2 | |||
Non-controlling interests | $ 32,700 | |||
Percentage of tax distribution payments to related party | 84.70% | 81.80% | ||
Expected reimbursements of tenant improvement allowance | $ 2,200 | |||
Income from reimbursements under tenant improvement allowances | 0 | $ 800 | ||
MVS shareholder Member [Member] | ||||
Disclosure of transactions between related parties [line items] | ||||
Interest expense on finance liabilities | 300 | 100 | ||
Finance liabilities | $ 1,500 | $ 1,500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies [Line Items] | ||||
Loss Contingency, Damages Awarded, Value | $ 1,300 | |||
Contingent Liabilities | $ 13,600 | |||
Number Of Shares Issued During The Period For Renewal Of Distribution Agreement | 1,300,000 | |||
Selling, general and administrative expense | 317,804 | $ 228,946 | ||
Severance Costs | 4,600 | |||
Construction projects [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Total commitments | 9,200 | |||
Illinois Social Equity Applicant Program [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Total commitments | 1,200 | |||
Subordinate Voting Shares [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Number Of Shares Issued During The Period For Renewal Of Distribution Agreement | 1,300,000 | |||
Amortisation, intangible assets other than goodwill | 3,000 | |||
Litigation accrual adjustment | 800 | |||
Increase through other contributions by owners, equity | 15,800 | |||
Subordinate Voting Shares [Member] | Bottom of range [member] | ||||
Commitments And Contingencies [Line Items] | ||||
Selling, general and administrative expense | 12,800 | |||
Subordinate Voting Shares [Member] | Top of range [member] | ||||
Commitments And Contingencies [Line Items] | ||||
Selling, general and administrative expense | $ 13,600 |
Financial Instruments And Fin_2
Financial Instruments And Financial Risk Management - Additional Information (Detail) | Sep. 30, 2021USD ($) | Jul. 20, 2021USD ($) | May 31, 2020shares | Aug. 12, 2019 | Apr. 30, 2021USD ($) | Jan. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Aug. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Jan. 31, 2021$ / shares |
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Borrowings, interest rate | 10.00% | ||||||||||
Unrealized foreign exchange loss | $ (1,228,000) | $ (1,415,000) | |||||||||
Expenses for bad and doubtful debt | 1,000,000 | 400,000 | |||||||||
Bad debts write-offs | 300,000 | 400,000 | |||||||||
Interest expense | 100,000 | ||||||||||
Liabilities | 982,727,000 | $ 657,264,000 | |||||||||
Number of shares issued during the period new issues | shares | 700,000 | ||||||||||
Proceeds from issue of ordinary shares | $ 3,500,000 | ||||||||||
Current derivative financial liabilities | 1,172,000 | ||||||||||
Decrease in valley Ag contingent consideration | 19,100,000 | ||||||||||
Decrease in share purchase warrants liabilities | 16,300,000 | ||||||||||
Proceeds from current borrowings | $ 1,600,000 | ||||||||||
Warrant liability | 3,700,000 | ||||||||||
Increase In Fair Value Of Deferred Consideration | 1,300,000 | ||||||||||
Financial assets at amortised cost, class [member] | Loans and receivables, category [member] | Illinois Social Equity Applicant Program [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Notional amount | $ 100,000 | ||||||||||
Loans Receivable Long Term [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Financial Assets At FairValue | $ 505,000 | $ 21,223,000 | |||||||||
Subordinate Voting Shares [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Number of shares outstanding | shares | 194,085,616 | 194,085,616 | |||||||||
Increase through other contributions by owners, equity | $ 15,800,000 | ||||||||||
Number of shares issued during the period new issues | shares | 300,000 | 1,600,000 | |||||||||
Proceeds from issue of ordinary shares | $ 100,000,000 | $ 200,000 | |||||||||
Level 3 Of Fair Value Hierarchy [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Financial Assets At FairValue | 1,200,000 | 21,700,000 | |||||||||
Increase (decrease) in fair value measurement, assets | 46,800,000 | 20,500,000 | |||||||||
Liabilities | 90,600,000 | 43,800,000 | |||||||||
Level 3 Of Fair Value Hierarchy [Member] | Loans Receivable Long Term [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Financial Assets At FairValue | 20,019,000 | ||||||||||
Settlements, fair value measurement, assets | 20,000,000 | ||||||||||
Level 3 Of Fair Value Hierarchy [Member] | Investment in Old Pal [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Issues, fair value measurement, assets | 500,000 | ||||||||||
Liquidity risk [member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Borrowings, interest rate | 9.50% | ||||||||||
Working Capital | $ 133,400,000 | ||||||||||
Number of shares issued during the period new issues | shares | 9,900,000 | ||||||||||
Subordinate voting shares issue price | $ / shares | $ 16 | ||||||||||
Proceeds from issue of ordinary shares | $ 120,700,000 | ||||||||||
Notional amount | $ 400,000,000 | ||||||||||
Currency risk [member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Unrealized foreign exchange loss | $ 1,200,000 | $ 1,400,000 | |||||||||
Average rate of hedging instrument | 0.00% | 0.00% | |||||||||
Interest rate risk [member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Borrowings, interest rate | 9.50% | ||||||||||
Interest rate risk [member] | Floating interest rate [member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Borrowings, interest rate | 11.00% | ||||||||||
Equity price risk [member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Percentage of Equity stock price | 10.00% | ||||||||||
Increase in fair value of Equity market price | $ 700,000 | ||||||||||
Decrease in fair value of Equity market price | 500,000 | ||||||||||
Share purchase warrants [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Increase Decrease in share price | $ 16,700,000 | $ 8,700,000 | |||||||||
Stock issued during period shares stock options exercised | shares | 1,000 | ||||||||||
Stock issued during period value stock options exercised | $ 10,000 | ||||||||||
Increase through other contributions by owners, equity | 19,000 | ||||||||||
Unrealized foreign exchange loss | $ 300,000 | 900 | |||||||||
Share purchase warrants [Member] | September 2019 Financing [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Number of shares outstanding | shares | 9,800,000 | ||||||||||
Current derivative financial liabilities | $ 4,200,000 | ||||||||||
Historical volatility for shares, measurement input [member] | Share purchase warrants [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Increase (decrease) in fair value measurement due to reasonably possible increase in unobservable input, liabilities | 5,200,000 | ||||||||||
Lighthouse [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Proportion of ownership interest in subsidiary | 1.00% | ||||||||||
Borrowings maturity month year | 2021-02 | ||||||||||
Borrowings amended maturity month year | 2022-02 | ||||||||||
Origin House [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Current financial assets at fair value through profit or loss | $ 400,000 | ||||||||||
Vedant Acquisition [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Decrease in loan receivable | 1,000,000 | ||||||||||
Decrease in receivables | 400,000 | ||||||||||
Decrease In Expected loss provision | 600,000 | ||||||||||
Cultivate Acquisition [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Increases in contingent consideration | 34,000,000 | ||||||||||
Laurel Harvest Acquisition [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Increases in deferred consideration | $ 46,900,000 | ||||||||||
Illinois Incubator Loan [Member] | |||||||||||
Disclosure of detailed information about financial instruments [line items] | |||||||||||
Borrowings, maturity | July 20, 2026 | ||||||||||
Borrowings, interest rate | 0.00% |
Financial Instruments And Fin_3
Financial Instruments And Financial Risk Management - Summary of Company's financial instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |||
Accounts Payable [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities at amortised cost | $ 32,278 | $ 23,231 | |||
Financial liabilities, at fair value | 32,278 | 23,231 | |||
Accrued Liabilities [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities at amortised cost | 95,442 | 130,469 | |||
Financial liabilities, at fair value | 95,442 | 130,469 | |||
Short-term borrowings [member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities at amortised cost | 19,928 | 25,924 | |||
Financial liabilities, at fair value | 19,928 | 25,924 | |||
Current Portion Of Lease Liabilities [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities at amortised cost | 20,792 | 18,040 | |||
Financial liabilities, at fair value | 20,792 | 18,040 | |||
Deferred Consideration Contingent Consideration and Other Payables Short Term [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities at amortised cost | 5 | ||||
Financial liabilities, at fair value | 71,833 | 19,115 | |||
Derivative Liabilities Short-Term [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities, at fair value | 1,172 | ||||
Derivative Liabilities Long Term [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities, at fair value | 17,505 | ||||
Lease liabilities [member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities at amortised cost | 118,936 | 74,468 | |||
Financial liabilities, at fair value | 118,936 | 74,468 | |||
Deferred Consideration And Contingent Consideration [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities, at fair value | 7,247 | ||||
LongTerm Notes Payable And Loans Payable [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities at amortised cost | 465,079 | 255,439 | |||
Financial liabilities, at fair value | 465,079 | 255,439 | |||
Deferred Consideration Contingent Consideration Long Term [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities, at fair value | 17,651 | ||||
Cash And Cash Equivalents [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial assets at amortised cost | 223,543 | 136,339 | |||
Financial assets, at fair value | 223,543 | 136,339 | |||
Restricted Cash [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial assets at amortised cost | 2,559 | [1] | 4,435 | [2] | |
Financial assets, at fair value | 2,559 | [1] | 4,435 | [2] | |
Security Deposits [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial assets at amortised cost | 3,941 | 3,558 | |||
Financial assets, at fair value | 3,941 | 3,558 | |||
Accounts Receivable Net [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial assets at amortised cost | 43,379 | 29,943 | |||
Financial assets, at fair value | 43,379 | 29,943 | |||
Loans Receivable ShortTerm [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial assets at amortised cost | 747 | 921 | |||
Financial assets, at fair value | 1,312 | 2,438 | |||
Loans Receivable Long Term [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial assets at amortised cost | 505 | 1,204 | |||
Financial assets, at fair value | 505 | 21,223 | |||
Investments [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial assets at amortised cost | [3] | 3,192 | |||
Financial assets, at fair value | 5,912 | 4,360 | [3] | ||
Level 1 | Deferred Consideration Contingent Consideration and Other Payables Short Term [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities, at fair value | 12 | 22 | |||
Level 1 | Investments [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial assets, at fair value | 4,710 | ||||
Level 2 | Investments [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial assets, at fair value | 542 | 1,049 | [3] | ||
Level 3 | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial assets, at fair value | 1,200 | 21,700 | |||
Level 3 | Deferred Consideration Contingent Consideration and Other Payables Short Term [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities, at fair value | 71,816 | 19,093 | |||
Level 3 | Derivative Liabilities Short-Term [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities, at fair value | 1,172 | ||||
Level 3 | Derivative Liabilities Long Term [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities, at fair value | 17,505 | ||||
Level 3 | Deferred Consideration And Contingent Consideration [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities, at fair value | 7,247 | ||||
Level 3 | Deferred Consideration Contingent Consideration Long Term [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial liabilities, at fair value | 17,651 | ||||
Level 3 | Loans Receivable ShortTerm [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial assets, at fair value | 565 | 1,517 | |||
Level 3 | Loans Receivable Long Term [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial assets, at fair value | 20,019 | ||||
Level 3 | Investments [Member] | |||||
Disclosure of detailed information about financial instruments [line items] | |||||
Financial assets, at fair value | $ 660 | $ 119 | [3] | ||
[1] | Restricted cash balances include various escrow accounts related to investments, acquisitions, facility requirements and building improvements. | ||||
[2] | Restricted cash balances include various escrow accounts related to investments, acquisitions and facility licensing requirements. | ||||
[3] | Investment balances in the amortized cost column represent equity method investments. |
Financial Instruments And Fin_4
Financial Instruments And Financial Risk Management - Summary of Short term Loan Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Short Term Loan Receivable [Line Items] | ||
Interest receivable | $ 747 | $ 921 |
Total Loans receivable, short-term | 1,312 | 2,438 |
Lighthouse [Member] | ||
Disclosure Of Short Term Loan Receivable [Line Items] | ||
Short-term loans receivable | $ 565 | $ 1,517 |
Financial Instruments And Fin_5
Financial Instruments And Financial Risk Management - Summary of Long Term Loan Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Long Term Loan Receivable [Line Items] | ||
Interest receivable | $ 0 | $ 837 |
Total Loans receivable, long-term | 505 | 21,223 |
Verdant Creations LLC [Member] | ||
Disclosure Of Long Term Loan Receivable [Line Items] | ||
Long-term loans receivable | 0 | 20,019 |
Illinois Incubator [Member] | ||
Disclosure Of Long Term Loan Receivable [Line Items] | ||
Long-term loans receivable | 100 | 0 |
Other Loan [Member] | ||
Disclosure Of Long Term Loan Receivable [Line Items] | ||
Long-term loans receivable - Other | $ 405 | $ 367 |
Financial Instruments And Fin_6
Financial Instruments And Financial Risk Management - Disclosure of Fair Value of Liability Warrants Using Black-Scholes Option-Pricing Model (Detail) | 12 Months Ended | |
Dec. 31, 2021yr$ / sharesshares | Dec. 31, 2020yr$ / sharesshares | |
Disclosure Of Fair Value Of liability Using BlackScholes Option Pricing Model [Line Items] | ||
Expected life of stock warrants | 4 | |
Share purchase warrants [Member] | ||
Disclosure Of Fair Value Of liability Using BlackScholes Option Pricing Model [Line Items] | ||
Risk-free annual interest rate | 0.15% | 0.13% |
Expected annual dividend yield | 0.00% | 0.00% |
Expected stock price volatility | 47.30% | 83.00% |
Expected life of stock warrants | 1 | 1.8 |
Forfeiture rate | 0.00% | 0.00% |
Share price at period end | $ / shares | $ 6.62 | $ 9.86 |
Strike price at period end | shares | 9.86 | 9.82 |
Financial Instruments And Fin_7
Financial Instruments And Financial Risk Management - Summary of Accounts Receivables (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Ageing Trade Receivable [Line Items] | ||
Total accounts receivable, gross | $ 45,599 | $ 30,639 |
Allowance for doubtful accounts | 2,220 | 696 |
Total accounts receivable, net | 43,379 | 29,943 |
0 to 60 days | ||
Disclosure Of Ageing Trade Receivable [Line Items] | ||
Total accounts receivable, gross | 37,750 | 28,280 |
61 to 120 days | ||
Disclosure Of Ageing Trade Receivable [Line Items] | ||
Total accounts receivable, gross | 4,309 | 1,134 |
120 days + | ||
Disclosure Of Ageing Trade Receivable [Line Items] | ||
Total accounts receivable, gross | $ 3,540 | $ 1,225 |
Financial Instruments And Fin_8
Financial Instruments And Financial Risk Management - Summary of Contractual Obligations (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | $ 702,211 |
Less than one year [Member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 219,481 |
Later than one year and not later than three years [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 17,651 |
Later than three years and not later than five years [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 465,079 |
Deferred Consideration Contingent Consideration And Other Payables [Member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 71,833 |
Deferred Consideration Contingent Consideration And Other Payables [Member] | Less than one year [Member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 71,833 |
Deferred Consideration Contingent Consideration And Other Payables [Member] | Later than one year and not later than three years [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 0 |
Deferred Consideration Contingent Consideration And Other Payables [Member] | Later than three years and not later than five years [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 0 |
Deferred Consideration And Contingent Consideration [Member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 17,651 |
Deferred Consideration And Contingent Consideration [Member] | Less than one year [Member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 0 |
Deferred Consideration And Contingent Consideration [Member] | Later than one year and not later than three years [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 17,651 |
Deferred Consideration And Contingent Consideration [Member] | Later than three years and not later than five years [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 0 |
Long Term Notes Payable And Loans Payable and Short Term Borrowings [Member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 485,007 |
Long Term Notes Payable And Loans Payable and Short Term Borrowings [Member] | Less than one year [Member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 19,928 |
Long Term Notes Payable And Loans Payable and Short Term Borrowings [Member] | Later than one year and not later than three years [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 0 |
Long Term Notes Payable And Loans Payable and Short Term Borrowings [Member] | Later than three years and not later than five years [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 465,079 |
Accounts Payable and Accrued Liabilities [Member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 127,720 |
Accounts Payable and Accrued Liabilities [Member] | Less than one year [Member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 127,720 |
Accounts Payable and Accrued Liabilities [Member] | Later than one year and not later than three years [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | 0 |
Accounts Payable and Accrued Liabilities [Member] | Later than three years and not later than five years [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Contractual Obligations | $ 0 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Assets Liabilities and Networth of Variable Interest Entities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Summary of Assets Liabilities and Networth of Variable Interest Entities [line Items] | ||
Current assets | $ 421,755 | $ 249,467 |
Non-current assets | 1,358,708 | 983,129 |
Current liabilities | (288,394) | (252,846) |
Non-current liabilities | (694,333) | (404,418) |
Non-controlling interests | 42,182 | 102,095 |
Deficit attributable to Cresco Labs Inc. | 755,554 | 473,237 |
Cresco Labs Michigan, LLC [Member] | ||
Summary of Assets Liabilities and Networth of Variable Interest Entities [line Items] | ||
Current assets | 36,850 | 7,111 |
Non-current assets | 36,320 | 14,744 |
Current liabilities | (72,476) | (20,898) |
Non-current liabilities | (23,124) | (2,986) |
Non-controlling interests | 0 | 0 |
Deficit attributable to Cresco Labs Inc. | $ (22,430) | (2,029) |
Cresco Labs, LLC [Member] | ||
Summary of Assets Liabilities and Networth of Variable Interest Entities [line Items] | ||
Current assets | 830,828 | |
Non-current assets | 143,449 | |
Current liabilities | (849,691) | |
Non-current liabilities | (83,138) | |
Non-controlling interests | 97,180 | |
Deficit attributable to Cresco Labs Inc. | $ (55,732) |
Variable Interest Entities - _2
Variable Interest Entities - Summary of Income Expenses and Net Income Loss of Variable Interest Entities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Income Expenses and Net Income Loss of Variable Interest Entities [line Items] | ||
Revenue | $ 821,682 | $ 476,251 |
Net income (loss) attributable to non-controlling interests | 22,763 | 9,386 |
Net income (loss) attributable to Cresco Labs Inc. | (319,597) | (102,157) |
Net income (loss) | (296,834) | (92,771) |
Cresco Labs Michigan, LLC [Member] | ||
Summary of Income Expenses and Net Income Loss of Variable Interest Entities [line Items] | ||
Revenue | 4,031 | 2,916 |
Net income (loss) attributable to non-controlling interests | 0 | 0 |
Net income (loss) attributable to Cresco Labs Inc. | (9,120) | (1,796) |
Net income (loss) | $ (9,120) | (1,796) |
Cresco Labs, LLC [Member] | ||
Summary of Income Expenses and Net Income Loss of Variable Interest Entities [line Items] | ||
Revenue | 98,786 | |
Net income (loss) attributable to non-controlling interests | 6,666 | |
Net income (loss) attributable to Cresco Labs Inc. | 10,204 | |
Net income (loss) | $ 16,870 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Cresco Labs LLC [Member] | |
Statement [Line Items] | |
Proportion of voting rights held in subsidiary | 50.00% |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
USA [member] | ||
Disclosure of operating segments [line items] | ||
Percentage of entity's revenue | 99.60% | 98.00% |
Interest Expense, Net - Summary
Interest Expense, Net - Summary of Interest Expense, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of Interest Expenses [Abstract] | ||
Interest expense – leases | $ (4,053) | $ (3,064) |
Interest expense – notes and loans payable | (29,661) | (14,350) |
Accretion of debt discount and amortization of deferred financing fees | (5,153) | (4,619) |
Interest expense – financing activities and sale and leasebacks | (11,586) | (10,568) |
Other interest expense | (1,696) | (39) |
Interest income | 938 | 1,411 |
Total Interest expense, net | $ (51,211) | $ (31,229) |
Provision For Income Taxes An_3
Provision For Income Taxes And Deferred Income Taxes - Summary of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statements [Line Items] | ||
Total current | $ 75,152 | $ 39,757 |
Total deferred | (37,729) | (19,920) |
Change in valuation allowance | 2,684 | 8,767 |
Total | 40,107 | 28,604 |
Federal Tax Expense [Member] | ||
Statements [Line Items] | ||
Total current | 51,815 | 27,821 |
Total deferred | (29,445) | (6,253) |
State Tax Expense [Member] | ||
Statements [Line Items] | ||
Total current | 23,337 | 11,936 |
Total deferred | (14,043) | (4,394) |
Foreign Tax Expense [Member] | ||
Statements [Line Items] | ||
Total current | 0 | 0 |
Total deferred | $ 5,759 | $ (9,273) |
Provision For Income Taxes An_4
Provision For Income Taxes And Deferred Income Taxes - Summary of Components of Deferred Tax Assests And Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | ||
Deferred tax assets | $ 67,397 | $ 60,854 |
Deferred tax liabilities | (115,418) | (68,880) |
Valuation allowance | (31,085) | (26,044) |
Net deferred tax liabilities | (79,105) | (34,071) |
Share-based compensation | ||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | ||
Deferred tax assets | 1,029 | 360 |
Financing fees | ||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | ||
Deferred tax assets | 2,542 | 2,920 |
Net operating losses | ||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | ||
Deferred tax assets | 36,096 | 29,708 |
Inventory | ||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | ||
Deferred tax assets | 239 | 967 |
Lease liabilities | ||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | ||
Deferred tax assets | 26,761 | 22,284 |
Other | ||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | ||
Deferred tax assets | 730 | 4,279 |
Capital losses | ||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | ||
Deferred tax assets | 0 | 336 |
ROU assets | ||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | ||
Deferred tax liabilities | (7,824) | (7,574) |
Property, plant and equipment | ||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | ||
Deferred tax liabilities | (11,885) | (12,668) |
Intangible assets | ||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | ||
Deferred tax liabilities | (93,761) | (48,499) |
Other | ||
Reconciliation Of Changes In Deferred Tax Liability Asset [Line Items] | ||
Deferred tax liabilities | $ (1,948) | $ (139) |
Provision For Income Taxes An_5
Provision For Income Taxes And Deferred Income Taxes - Summary of Reconciliation Between The Effective Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of accounting profit multiplied by applicable tax rates [abstract] | ||
Expected income tax expense at statutory tax rate | $ (53,912) | $ (13,475) |
Tax rate differences | (1,109) | (13,684) |
Pass through and non-controlling entities | (7,373) | (4,775) |
State tax expense, net | 9,319 | 7,517 |
IRC Section 280E disallowance | 47,100 | 35,376 |
Changes in value of deferred consideration | (10,103) | 3,116 |
Loss on debt modification | 7,554 | 0 |
Uncertain tax treatment | (4,749) | 755 |
Share-based compensation | 3,941 | 3,159 |
Goodwill impairment | 45,314 | 0 |
Change in valuation allowance | 2,684 | 8,768 |
Other | 1,440 | 1,847 |
Income tax expense | $ 40,107 | $ 28,604 |
Effective tax rate | (15.60%) | (44.60%) |
Provision For Income Taxes An_6
Provision For Income Taxes And Deferred Income Taxes - Schedule Of Reconciliation Of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation Of Unrecognized Tax Benefits [Abstract] | ||
Balance at January 1 | $ 4,749 | $ 3,993 |
Additions based on tax positions related to the current year | 0 | 556 |
Additions for tax positions of prior years | 0 | 200 |
Reductions for tax positions of prior years | (4,749) | 0 |
Balance at the end of the year | $ 0 | $ 4,749 |
Provision For Income Taxes An_7
Provision For Income Taxes And Deferred Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statements [Line Items] | ||
Increase (decrease) through business combinations, deferred tax liability (asset) | $ 2 | |
Deferred tax liability (asset) | 1.8 | |
Deferred tax liabilities | 82.3 | |
One-time tax Benefit | 4.7 | |
Canadian non-capital losses carried forward [member] | ||
Statements [Line Items] | ||
Operating loss carryforward | 66.1 | $ 57.2 |
State and Local Jurisdiction [member] | ||
Statements [Line Items] | ||
Deferred tax assets valuation allowance | 138.3 | 99.3 |
U.S. federal country [member] | ||
Statements [Line Items] | ||
Operating loss carryforward | $ 30.8 | $ 27.7 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Thousands | Mar. 23, 2022USD ($) | Dec. 31, 2021USD ($) |
Statements [Line Items] | ||
Equity interests of acquirer | $ 350,359 | |
Columbia Care [Member] | ||
Statements [Line Items] | ||
Equity interests of acquirer | $ 2,000,000 | |
Major business combination [member] | Columbia Care [Member] | ||
Statements [Line Items] | ||
Stockholders Equity Conversion Ratio | 0.5579 |