Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
No Trading Symbol Flag | true | |
Entity Registrant Name | TPCO Holding Corp. | |
Entity Central Index Key | 0001876945 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Title of 12(b) Security | NONE | |
Entity File Number | 000-56348 | |
Entity Incorporation, State or Country Code | Z4 | |
Entity Tax Identification Number | 98-1566338 | |
Entity Address, State or Province | CA | |
Entity Address, Address Line One | 1550 Leigh Avenue | |
Entity Address, City or Town | San Jose | |
Entity Address, Postal Zip Code | 95125 | |
City Area Code | 669 | |
Local Phone Number | 279-5390 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 100,822,474 | |
Entity Ex Transition Period | false |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current | ||
Cash | $ 143,494,665 | $ 165,310,609 |
Restricted cash and restricted cash equivalents | 8,737,329 | 9,581,689 |
Income tax receivable | 0 | 1,322,340 |
Accounts receivable, net | 4,133,953 | 4,705,563 |
Inventory | 26,973,697 | 27,239,651 |
Prepaid expenses and other current assets | 11,743,426 | 11,940,043 |
Notes and other receivables, net | 2,597,172 | 4,732,617 |
Total current assets | 197,680,242 | 224,832,512 |
Investments | 2,967,933 | 2,500,069 |
Security deposits | 1,253,629 | 1,119,754 |
Prepaid expenses and other assets | 800,453 | 756,968 |
Property and equipment | 16,700,896 | 23,047,265 |
Right-of-use assets – operating | 29,524,360 | 28,364,286 |
Right-of-use assets – finance | 24,246,071 | 24,639,605 |
Intangibles | 216,768,373 | 222,142,885 |
Goodwill, Gross | 44,051,645 | 44,051,645 |
Total assets | 533,993,602 | 571,454,989 |
Current | ||
Accounts payable and accrued liabilities | 34,736,965 | 41,625,317 |
Consideration payable – current portion | 7,957,953 | 7,496,240 |
Operating lease liability – current portion | 3,538,466 | 3,441,710 |
Finance lease liability – current portion | 45,945 | 13,712 |
Cash settled share-based payments | 4,655,302 | 5,166,666 |
Contingent consideration | 255,495 | 943,131 |
Total current liabilities | 51,190,126 | 58,686,776 |
Operating lease liabilities | 28,964,147 | 27,786,545 |
Finance lease liabilities | 36,730,574 | 36,774,714 |
Consideration payable | 1,138,346 | 1,827,515 |
Deferred tax liabilities | 42,764,079 | 43,847,866 |
Total liabilities | 160,787,272 | 168,923,416 |
Mezzanine equity | ||
Redeemable non-controlling interest | 41,611,732 | 41,456,387 |
Total mezzanine equity | 41,611,732 | 41,456,387 |
Shareholders' (deficit) equity | ||
Additional paid in capital | 958,314,148 | 954,102,859 |
Accumulated deficit | (626,719,550) | (593,027,673) |
Total shareholders' equity | 331,594,598 | 361,075,186 |
Total liabilities, mezzanine equity and shareholders' equity | 533,993,602 | 571,454,989 |
Unlimited Common Stock [Member] | ||
Shareholders' (deficit) equity | ||
Common stock | $ 0 | $ 0 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Common stock no par value | $ 0 | $ 0 |
Common stock shares authorized unlimited | Unlimited | Unlimited |
Common stock shares issued | 99,185,332 | 97,065,092 |
Common stock shares outstanding | 99,185,332 | 97,065,092 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Sales, net of discounts | $ 33,231,191 | $ 39,917,388 |
Cost of sales | 25,046,809 | 32,874,268 |
Gross profit | 8,184,382 | 7,043,120 |
Impairment loss | 0 | 58,030,387 |
Operating expenses | 40,615,443 | 62,971,834 |
Loss from operations | (32,431,061) | (113,959,101) |
Other income (expense) | ||
Interest expense | (1,250,568) | (1,173,872) |
Loss on disposal of assets | (254,473) | 0 |
Change in fair value of investments at fair value through profit or loss | 297,864 | 0 |
Change in fair value of contingent consideration | 388,622 | 131,093,854 |
Other income | 307,956 | (110,249) |
Total | (510,599) | 129,809,733 |
(Loss) Income before income taxes | (32,941,660) | 15,850,632 |
Income tax (expense) recovery | (594,872) | 3,210,622 |
(Loss) income and comprehensive (loss) income | (33,536,532) | 19,061,254 |
(Loss) income and comprehensive (loss) income attributable to shareholders of the company | (33,691,877) | 19,061,254 |
(Loss) income and comprehensive (loss) income attributable to redeemable non-controlling interest | 155,345 | 0 |
(Loss) income and comprehensive (loss) income | $ (33,536,532) | $ 19,061,254 |
(Loss) income per share | ||
Basic | $ (0.34) | $ 0.23 |
Diluted | $ (0.34) | $ 0.21 |
Weighted average number of common shares | ||
Basic | 98,820,648 | 84,413,911 |
Diluted | 98,820,648 | 85,633,687 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Changes in Shareholders' (Deficit) Equity - USD ($) | Total | Private Placement | Calma [Member] | Unlimited Common Shares [Member] | Long Term Strategic Contracts [Member] | Common Shares [Member] | Common Shares [Member]Unlimited Common Shares [Member] | Common Shares [Member]Unlimited Common Shares [Member]Private Placement | Common Shares [Member]Unlimited Class B Common Shares [Member] | Common Shares [Member]Long Term Strategic Contracts [Member]Unlimited Common Shares [Member] | Warrants | Additional Paid in Capital | Additional Paid in CapitalPrivate Placement | Additional Paid in CapitalLong Term Strategic Contracts [Member] | Non-controlling Interest | Accumulated Deficit |
Beginning balance, Shares at Dec. 31, 2020 | 0 | 15,218,750 | ||||||||||||||
Beginning balance, Class of Warrant at Dec. 31, 2020 | 35,837,500 | |||||||||||||||
Beginning balance, Shares to be Issued at Dec. 31, 2020 | 0 | |||||||||||||||
Beginning balance at Dec. 31, 2020 | $ (28,349,874) | $ (21,886,268) | $ (6,463,606) | |||||||||||||
Conversion to Class B shares | 14,655,547 | (14,655,547) | ||||||||||||||
Founders' shares forfeited, Shares | (563,203) | |||||||||||||||
Founders' shares forfeited , Value | (496,057) | 496,057 | ||||||||||||||
Shares issued in a private placement, Shares | 6,313,500 | |||||||||||||||
Shares issued in a private placement, Value | $ 63,135,000 | $ 63,135,000 | ||||||||||||||
Conversion of Class A restricted voting shares, Shares | 31,407,336 | |||||||||||||||
Conversion of Class A restricted voting shares, Value | 318,303,338 | 318,303,338 | ||||||||||||||
Shares issued for long-term strategic contracts, Shares | 2,376,425 | |||||||||||||||
Shares issued for long-term strategic contracts, Value | 25,000,000 | $ 25,000,000 | $ 25,000,000 | |||||||||||||
Shares issued in the Qualifying Transaction, Shares | 41,808,021 | |||||||||||||||
Shares issued in the Qualifying Transaction, Shares to be Issued | 1,355,258 | |||||||||||||||
Shares issued to extinguish liabilities in the Qualifying Transaction, Shares | 336,856 | |||||||||||||||
Shares issued to extinguish liabilities in the Qualifying Transaction, Value | 4,264,597 | 4,264,597 | ||||||||||||||
Contingent shares to be issued in the Qualifying Transaction, Shares to be Issued | 187,380 | |||||||||||||||
Contingent shares to be issued in the Qualifying Transaction, Value | 2,372,231 | 2,372,231 | ||||||||||||||
Shares issued to acquire calma | $ 546,447,112 | 546,447,112 | ||||||||||||||
Replacement options issued in a business acquisition, Value | 4,199,788 | 4,199,788 | ||||||||||||||
Share-based compensation | 5,305,408 | 5,305,408 | ||||||||||||||
Net income (loss) | 19,061,254 | 19,061,254 | ||||||||||||||
Ending balance, Shares at Mar. 31, 2021 | 96,897,685 | 0 | ||||||||||||||
Ending balance, Class of Warrant at Mar. 31, 2021 | 35,837,500 | |||||||||||||||
Ending balance, Shares to be Issued at Mar. 31, 2021 | 1,542,638 | |||||||||||||||
Ending balance at Mar. 31, 2021 | 959,738,854 | 946,645,149 | 13,093,705 | |||||||||||||
Beginning balance, Shares at Dec. 31, 2021 | 97,065,092 | 97,065,092 | 0 | |||||||||||||
Beginning balance, Class of Warrant at Dec. 31, 2021 | 35,837,500 | |||||||||||||||
Beginning balance, Shares to be Issued at Dec. 31, 2021 | 743,768 | |||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 361,075,186 | 954,102,859 | (593,027,673) | |||||||||||||
Shares issued in a private placement, Shares | 305,325 | |||||||||||||||
Shares issued for long-term strategic contracts, Shares | 1,348,921 | 1,348,921 | ||||||||||||||
Shares issued for long-term strategic contracts, Value | $ 1,875,000 | 1,875,000 | ||||||||||||||
Shares to be issued to settle contingent consideration, Shares | 569,939 | |||||||||||||||
Shares to be issued to settle contingent consideration, Value | 299,014 | $ (305,325) | 299,014 | |||||||||||||
Shares issued for RSUs vested, Shares | 201,380 | |||||||||||||||
Tax settlements associated with RSUs | (204,802) | (204,802) | ||||||||||||||
Share-based compensation | 2,242,077 | 2,242,077 | ||||||||||||||
Net income (loss) | (33,691,877) | $ (33,691,877) | ||||||||||||||
Ending balance, Shares at Mar. 31, 2022 | 99,185,332 | 0 | ||||||||||||||
Ending balance, Class of Warrant at Mar. 31, 2022 | 35,837,500 | |||||||||||||||
Ending balance, Shares to be Issued at Mar. 31, 2022 | 438,443 | |||||||||||||||
Ending balance at Mar. 31, 2022 | $ 331,594,598 | $ 958,314,148 | $ (626,719,550) |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net (loss) income | $ (33,536,532) | $ 19,061,254 |
Adjustments for items not involving cash | ||
Impairment loss | 58,030,387 | |
Interest expense | 1,250,568 | 1,173,872 |
Interest income | (26,932) | 0 |
Loss on disposal of assets | 254,473 | 0 |
Allowance for accounts receivable and notes receivable | 2,249,706 | 174,111 |
Fair value change of investments | (297,864) | 0 |
Depreciation and amortization | 6,473,711 | 7,327,263 |
Share issued for long-term strategic contracts | 0 | 25,000,000 |
Share-based compensation expense, net of withholding tax settlement | 2,037,275 | 8,127,779 |
Non-cash marketing expense | 1,363,636 | 1,075,758 |
Non-cash operating lease expense | 1,824,078 | 1,118,088 |
Fair value change of contingent consideration | (388,622) | (131,093,854) |
Deferred income tax recovery | (1,083,787) | (3,405,622) |
Repayment of operating lease liabilities | (1,614,967) | (865,071) |
Net changes in non-cash working capital items | (4,345,366) | (38,931,471) |
Total operating activities | (25,840,623) | (53,207,506) |
Financing activities | ||
Receipt of payments on notes receivable | 186,106 | |
Repayment of consideration payable | (383,333) | |
Repayment of finance lease liabilities | (1,116,504) | (722,700) |
Proceeds from private placement | 0 | 51,635,000 |
Redemption of Class A restricted voting shares | 0 | (264,318,686) |
Repayment of line of credit | 0 | (1,000,000) |
Total financing activities | (1,313,731) | (214,406,386) |
Investing activities | ||
Net cash paid in the Qualifying Transaction | 0 | (28,143,886) |
Purchases of property and equipment | (1,124,990) | (532,208) |
Proceeds from sale of property and equipment, net of selling costs | 5,769,040 | |
Acquisition of investments | (150,000) | |
Total investing activities | 4,494,050 | (28,676,094) |
Net change in cash during the period | (22,660,304) | (296,289,986) |
Cash, restricted cash and restricted cash equivalents | ||
Beginning of period | 174,892,298 | 582,622,025 |
End of period | 152,231,994 | 286,332,039 |
Cash, restricted cash and restricted cash equivalents | ||
Cash | 143,494,665 | 281,025,634 |
Restricted cash and restricted cash equivalents | 8,737,329 | 5,306,405 |
End of period | $ 152,231,994 | $ 286,332,039 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of operations TPCO Holding Corp. (“TPCO” or the “Company”) was a special purpose acquisition corporation incorporated on June 17, 2019 under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combinations involving the Company (a “Qualifying Transaction”). As more fully described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “10-K”), the Company completed the Qualifying Transaction on January 15, 2021 and at which time the Company changed its name to TPCO Holding Corp. The Company’s registered office is located at 595 Burrard Street, Suite 2600, P.O. Box 49314, Vancouver, BC, V7X 1L3, Canada, and the Company’s head office is located at 1550 Leigh Avenue, San Jose, California, 95125, United States of America. Commencing on the date of the Qualifying Transaction, the Company became integrated as a cultivator, retailer, manufacturer and distributor of adult use cannabis products through the sale to omni-channel retail and wholesale customers under the “Medical Marijuana Programs Act” and the proposition 64 “The Adult Use of Marijuana Act”. The common shares of the Company are listed on the Aequitas NEO Exchange (“NEO”) and the OTCQX Best Market tier of the electronic over-the-counter marketplace operated by OTC Markets Groups Inc. (“OTCQX”) under the trading symbols “GRAM.U” and “GRAMF”, respectively. The warrants of the Company are listed on the NEO under the trading symbol “GRAM.WT.U”. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 2. Basis of presentation These accompanying interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). These interim condensed consolidated financial statements are presented in U.S. dollars, which is also the Company’s and its subsidiaries’ functional currency. These interim condensed consolidated financial statements are unaudited and reflect adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods in accordance with GAAP. The results reported in these interim condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for an entire fiscal year. These interim condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. Certain information and footnote disclosures normally included in the audited annual consolidated financial statements prepared in accordance with GAAP have been omitted or condensed. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s 10-K and have been prepared on a basis consistent with the accounting policies as described in the 10-K. i) Basis of consolidation These interim condensed consolidated financial statements include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated ii) Use of estimates The preparation of these interim condensed consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates. iii) Emerging growth company The Company is an “Emerging Growth Company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it has taken advantage of certain exemptions from various reporting requirements that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a Company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant accounting policies (i ) Sale lease back From time to time, the Company may enter into sale-leaseback transactions pursuant to which the Company sells the property to a third party and agrees to lease the property back for a certain period of time. To determine whether the transfer of the property should be accounted for as a sale, the Company evaluates whether it has transferred control to the third party in accordance with the revenue recognition guidance set forth in ASC 606 - Revenue If the transfer of the asset is deemed to be a sale at market terms, the Company recognizes the transaction price for the sale based on the proceeds, derecognizes the carrying amount of the underlying asset and recognizes a gain or loss in the consolidated statements of operations and comprehensive loss for any difference between the carrying value of the asset and the transaction price. The Company then accounts for the leaseback in accordance with its lease accounting policy. If the transfer of the asset is determined not to be a sale at market terms, the Company accounts for the transaction as a financing arrangement, and accordingly no sale is recognized. The Company retains the historical costs of the property and the related accumulated depreciation on its books and continues to depreciate the property over the lesser of its remaining useful life or its initial lease term. The asset is presented within property and equipment, net on the consolidated balance sheets. All proceeds from these transactions are accounted for as finance obligations and presented as non-current obligation on the consolidated balance sheets. A portion of the lease payments is recognized as a reduction of the financing obligation and a portion is recognized as interest expense based on an imputed interest rate. (ii) Account standards adopted Debt with conversion options and other options In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40): 2020-06”), 2020-06 Government Assistance In November 2021, the FASB issued ASU 2021-10, 2021-10”). 2021-10 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expense, Current [Abstract] | |
Prepaid expenses and other current assets | 4. Prepaid expenses and other current assets March 31, 2022 December 31, 2021 Prepaid expenses $ 185,198 $ 109,929 Prepaid insurance 2,019,600 1,560,840 Prepaid inventory 822,829 2,188,881 Prepaid rent 650,000 650,000 Other prepaid assets 2,021,644 1,386,238 Indemnification assets 6,044,155 6,044,155 $ 11,743,426 $ 11,940,043 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory March 31, 2022 December 31, 2021 Packaging supplies $ 4,567,831 $ 2,784,846 Biological assets 959,521 1,371,749 Raw materials 2,888,068 2,284,344 Work in progress 3,928,508 3,445,426 Finished goods 14,629,769 17,353,286 $ 26,973,697 $ 27,239,651 |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2022 | |
Notes Receivable Abstract [Abstract] | |
Notes Receivable | 6. Notes receivable March 31, 2022 December 31, 2021 Upfront payment $ 5,650,000 $ 5,650,000 Promissory note receivable 754,202 543,560 Other receivable 1,200,000 1,200,000 Total notes receivable 7,604,202 7,393,560 Less allowance for credit losses (5,007,030 ) (2,660,943 ) Note receivable $ 2,597,172 $ 4,732,617 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2022 | |
Investments [Abstract] | |
Investments | 7. Investments Marketable Non- marketable Available for sale Other Total Balance, December 31, 2021 $ 860,496 $ 591,545 $ 1,048,028 $ — $ 2,500,069 Acquired in the period — — — 150,000 150,000 Interest income — — 20,000 — 20,000 Change in fair value 297,864 — — — 297,864 Balance, March 31, 2022 $ 1,158,360 $ 591,545 $ 1,068,028 $ 150,000 $ 2,967,933 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 8. Property and equipment Leasehold improvements Production equipment Furniture and fixtures Vehicles Office equipment Building Total Gross carrying amount Balance, December 31, 2021 $ 13,861,757 $ 3,522,913 $ 858,859 $ 689,180 $ 1,065,000 $ 6,549,489 $ 26,547,198 Additions 1,124,990 — — — — — 1,124,990 Disposals — — — — — (6,549,489 ) (6,549,489 ) Balance, March 31, 2022 $ 14,986,747 $ 3,522,913 $ 858,859 $ 689,180 $ 1,065,000 $ — $ 21,122,699 Depreciation Balance, December 31, 2021 $ 1,740,847 $ 1,150,370 $ 197,477 $ 115,919 $ 213,454 $ 81,866 $ 3,499,933 Additions 399,678 415,953 46,498 54,721 86,886 54,294 1,058,030 Disposals — — — — — (136,160 ) (136,160 ) Balance, March 31, 2022 $ 2,140,525 $ 1,566,323 $ 243,975 $ 170,640 $ 300,340 $ — $ 4,421,803 Carrying amount December 31, 2021 $ 12,120,910 $ 2,372,543 $ 661,382 $ 573,261 $ 851,546 $ 6,467,623 $ 23,047,265 Carrying amount March 31, 2022 $ 12,846,222 $ 1,956,590 $ 614,884 $ 518,540 $ 764,660 $ — $ 16,700,896 Depreciation expense for the three months ended March 31, 2022 was $1,058,030 (March 31, 2021 - $754,401). As at March 31, 2022, the Company has leasehold improvements of $2,091,182 (December 31, 2021 - $966,192) in progress which are not available for use and therefore not depreciated. Refer to Note 12 for additional information on the building disposal. |
Goodwill and Intangibles
Goodwill and Intangibles | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | 9 Intangible assets Goodwill License Cultivation Network Brand Customer Relationship Total Gross carrying amount Balance, December 31, 2021 $ 44,051,645 $ 124,710,293 $ 1,505,000 $ 116,700,360 $ 2,920,000 $ 245,835,653 Additions — — — — — — Disposals — — — — — — Balance, March 31, 2022 $ 44,051,645 $ 124,710,293 $ 1,505,000 $ 116,700,360 $ 2,920,000 $ 245,835,653 Amortization Balance, December 31, 2021 $ 17,572,144 $ 547,594 $ 5,264,606 $ 308,424 $ 23,692,768 Additions 3,734,320 39,617 1,519,464 81,111 5,374,512 Disposals — — — — — Balance, March 31, 2022 $ 21,306,464 $ 587,211 $ 6,784,070 $ 389,535 $ 29,067,280 Carrying amount December 31, 2021 $ 44,051,645 $ 107,138,149 $ 957,406 $ 111,435,754 $ 2,611,576 $ 222,142,885 Carrying amount March 31, 2022 $ 44,051,645 $ 103,403,829 $ 917,789 $ 109,916,290 $ 2,530,465 $ 216,768,373 Amortization expense for the three months ended March 31, 2022 was $5,374,512 The following table outlines the estimated future annual amortization expense related to intangible assets as of March 31, 2022: Estimated Amortization Remainder of 2022 $ 17,024,698 2023 18,090,898 2024 14,735,121 2025 14,640,080 2026 14,582,580 Thereafter 137,694,996 $ 216,768,373 |
Business combinations
Business combinations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business combinations | 10. Business combinations (i) Coastal On October 1, 2021, the Company executed a Unit Purchase Agreement (the “Purchase Agreement”) to acquire 100% equity interest in Coastal Holding Company, LLC (“Coastal Holding”). The closing of the transaction is subject to multiple conditions, including the receipt of municipal approval to transfer licenses at seven (7) locations. At the same time, the Company advanced $20,700,000 of cash to Coastal Holding, as well as entered into Management Service Agreements (“MSA’s”) with Coastal Holding and certain of its subsidiaries (collectively “Coastal”). As part of the arrangement, the Company received 9.5% direct interest in Varda Inc., an operating dispensary, as well as an agreement to acquire the remaining 90.5% for $4,500,000 when approval for the transfer of that entity’s license is received. The Purchase Agreement and the MSA’s grant the Company the power to manage and make decisions that affect the operations of Coastal and Varda Inc., including the management and development of dispensary operations. Pursuant to the Purchase Agreement and MSA’s with Coastal, the Company is entitled to a management fee equal to 100% of the revenues generated and is responsible for 100% of the costs and expenses of Coastal. With respect to Varda Inc., the Company is entitled to 100% of the revenues generated and is non-controlling As a result, the Company has determined that Coastal and Varda Inc. are VIEs and the Company is the primary beneficiary by reference to the power and benefits criterion under ASC 810, Consolidation Upon closing of the transaction, the funds advanced to Coastal Holding will be forgiven and the NCI will be redeemed by issuing shares of the Company’s subsidiary, Coast L Acquisition Corp, which are exchangeable into shares of the Company on a one-for-one The number of shares to be issued becomes fixed at various points during the closing period as milestones, which are primarily receipt of approval for licenses to transfer, are met. Although the NCI is not redeemable in cash, it has been presented as mezzanine equity as there is no limit in the arrangement on the number of shares that may be issued. The Company has the right to pay cash in lieu of common shares of the Company to the extent the payment of common shares is prohibited or limited by applicable stock exchange rules. (ii) Calma Weho, LLC (“Calma”) On October 1, 2021, the Company acquired 85% of the equity interest of Calma, an operating dispensary located in West Hollywood, California. Total consideration comprised $8,500,000 in cash and $1,468,474 in equity of the Company. In addition, the Company is committed to acquiring the remaining 15% when local regulations permit, for $1,500,000 in common shares of the Company. In accordance with the agreement, the Company transferred $1,500,000 in cash into escrow, which will be released to the Company when the remaining 15% is acquired and the Company issues the related common shares to the seller. Because the acquisition of the remaining 15% interest is contingent upon local regulations permitting, and the obligation is to be settled in shares and not in cash or other assets, the Company has presented the 15% as redeemable non-controlling (iii) Kase’s Journey On August 2, 2021, the Company, through its wholly owned subsidiary Caliva CARECE1 LLC, acquired all of the issued and outstanding equity interests of Kase’s Journey Inc., an operating retail dispensary located in Ceres, California, from the existing shareholders for $1,300,000 cash, subject to adjustments, and $1,221,902 of consideration payable. (iv) Martian Delivery On August 16, 2021, the Company, through its wholly owned subsidiary TPCO US Holding LLC, acquired all of the issued and outstanding membership interests of Martian Delivery LLC, an operating retail dispensary located in the City of Sacramento, California, from the existing shareholders for $237,500 cash and $237,500 in promissory notes payable. The Company is still in the process of assessing the fair value of the net assets acquired, liabilities assumed and measurement of consideration, and, as a result, the fair value of the net assets acquired may be subject to adjustments pending completion of final valuations and post-closing adjustments. Management will finalize the accounting for the acquisitions no later than one year from the date of the respective acquisition date and will reflect these adjustments in the reporting period in which the adjustments are determined. Differences between these provisional estimates and the final acquisition accounting may occur and these differences could have a material impact on the Company’s future financial position and results of operations. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 11. Accounts payable and accrued liabilities March 31, 2022 December 31, 2021 Trade payables $ 6,192,320 $ 8,390,991 Other accrued expenses 5,303,103 7,288,466 Accrued payroll expenses 2,288,410 1,326,493 Accrued severance expenses 1,235,150 1,331,365 Accrued income and other taxes 15,906,843 19,062,306 Goods received but not yet invoiced 3,811,139 4,225,696 $ 34,736,965 $ 41,625,317 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 12. Leases The Company leases real estate used for dispensaries, production plants, and corporate offices. Lease terms for real estate generally range from 1 to 16.5 years. Most leases include options to renew for varying terms at the Company’s sole discretion. Lease terms for these assets generally range from The following table provides the components of lease cost: March 31, 2022 March 31, 2021 Operating lease costs $ 1,824,078 $ 1,118,088 Short term lease expense 73,749 50,899 Lease expense 1,897,827 1,168,987 Finance lease cost: Depreciation and amortization of lease assets 393,534 456,556 Interest on lease liabilities 1,104,601 931,079 Finance lease cost 1,498,135 1,387,635 Total lease costs $ 3,395,962 $ 2,556,622 The maturity of the contractual undiscounted lease liabilities as of March 31, 2022: Operating Lease Finance Lease Remainder of 2022 $ 5,884,559 $ 3,376,939 2023 6,294,684 4,625,156 2024 5,878,102 4,763,910 2025 5,690,149 4,906,828 2026 5,274,121 5,054,033 Thereafter 23,622,067 64,884,896 Total undiscounted lease liabilities 52,643,682 87,611,762 Interest on lease liabilities (20,141,069 ) (50,835,243 ) Total present value of minimum lease payments 32,502,613 36,776,519 Lease liability – current portion 3,538,466 45,945 Lease liability $ 28,964,147 $ 36,730,574 Additional information on the right-of-use Operating lease Finance lease Gross carrying amount Balance, December 31, 2021 $ 30,980,801 $ 26,258,698 Additions (i) 2,163,935 — Disposals — — Balance, March 31, 2022 $ 33,144,736 $ 26,258,698 Depreciation Balance, December 31, 2021 $ 2,616,515 $ 1,619,093 Additions 1,003,861 393,534 Balance, March 31, 2022 $ 3,620,376 $ 2,012,627 Carrying amount December 31, 2021 $ 28,364,286 $ 24,639,605 Carrying amount March 31, 2022 $ 29,524,360 $ 24,246,071 The Company capitalized $352,365 of depreciation to inventory for the three months ended March 31, 2022 (March 31, 2021 - $217,036). i) During the three month period ended March 31, 2022, the Company entered into a sale-leaseback arrangement whereby it sold its building for $6,500,000 less closing costs and entered into a lease with the buyer for a non-cancellable period of five years with the option to extend the lease for three additional five year periods. The Company received $6,000,000 upfront and received March 31, 2022 Sale price $ 6,389,816 Selling costs (230,960 ) Carrying value of building (6,413,329 ) Loss on disposal of asset $ (254,473 ) |
Impairment
Impairment | 3 Months Ended |
Mar. 31, 2022 | |
Impairment And Assets Held For Sale [Abstract] | |
Impairment | 13. Impairment Three months ended March 31, 2022 March 31, 2021 Non-THC $ — $ 58,030,387 In February 2021, the Company became committed to a plan to sell its non-THC |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 14. Revenue The following table represents the Company’s disaggregated revenue by sales channel: Three months ended March 31, 2022 March 31, 2021 Omni-channel retail $ 19,087,337 $ 9,698,133 Wholesale 14,143,854 30,219,255 $ 33,231,191 $ 39,917,388 |
Redeemable non-controlling inte
Redeemable non-controlling interest | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable non-controlling interest | 15. Redeemable non-controlling The following table summarizes the redeemable NCI as at March 31, 2022: Coastal Varda Inc. (b) Calma (c) Total Balance, December 31, 2021 $ 35,307,459 $ 4,648,928 $ 1,500,000 $ 41,456,387 Net (loss) income attributable to redeemable non-controlling (93,349 ) 248,694 — 155,345 Balance, March 31, 2022 $ 35,214,110 $ 4,897,622 $ 1,500,000 $ 41,611,732 a) The Company is obligated to acquire 100% of the equity in Coastal Holding Refer to Note 10. b) The Company is obligated to acquire the remaining 90.5% of Varda Inc. when regulatory approval is received for the license to transfer for $4,500,000 to be settled in cash. The carrying amount of the NCI includes income allocation as per the agreement. Refer to Note 10. c) The Company is obligated to acquire the Class A shares of Calma when regulatory approval is received for the license to transfer. The Calma NCI will be redeemed for a variable number of shares to the value of $1,500,000. The number of shares that would be required to redeem the Calma NCI as at March 31, 2022 is approximately 1,210,000. Refer to Note 10. |
Long term strategic contracts
Long term strategic contracts | 3 Months Ended |
Mar. 31, 2022 | |
Long Term Strategic Contracts [Abstract] | |
Long term strategic contracts | 16. Long term strategic contracts Marketing Agreement (“MA”) The Company has engaged a third-party for strategic and promotional services. During the three months ended March 31, 2021, the Company issued The Company is obligated to issue shares to the value of $1,875,000 quarterly over the second and third year of the contract. During the three months ended March 31, 2022, the Company issued 1,348,921 common shares to settle the first quarterly payment. The Company recognized an expense of $1,363,636 during the three months ended March 31, 2022 (March 31, 2021 - $1,075,758) in operating expenses as a sales and marketing expense. As at March 31, 2022, the cash-settled liability is $4,655,302 (December 31, 2021 - $5,166,666). The arrangement can be terminated by the counterparty in certain circumstances, one of which is any change of control of the Company. In that case, the Company is required to settle the agreement in a lump sum payment that consists of all unpaid amounts. As at March 31, 2022, the amount that the Company would be liable for if the contract is terminated is $13,125,000. Brand Strategy Agreement (“BSA”) The Company is party to the BSA whereby the Company receives the services of Shawn C. Carter p/k/a JAY-Z’s related promotion and advertising for the remaining non-cancellable period of 5 years. The Company is committed to settle in either cash or common shares at the option of the counterparty over the remaining non-cancellable period. The Company is recognizing the cost associated with the arrangement over the same period it is receiving services. During the three months ended March 31, 2022, the Company recognized an expense in operating expenses related to this arrangement an accounts payable and accrued liabilities as at March 31, 2022 (December 31, 2021 - ). During the three months ended March 31, 2022, the Company made a cash payment of $3,000,000 (March 31, 2021- $2,000,000). The agreement can be terminated by the counterparty in certain circumstances, including a change in control of the Company or an involuntary de-listing. |
Shareholders' equity
Shareholders' equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' equity | 1 7 Common shares a) Authorized The Company is authorized to issue an unlimited number of common shares with no par value. a) Common shares issued Number of common shares Balance, December 31, 2021 97,065,092 (i) Shares issued to settle contingent consideration 305,325 (ii) Shares issued to settle contingent consideration 264,614 Shares issued for Marketing Arrangement (Note 16) 1,348,921 Shares issued for vested RSUs (Note 19) 201,380 Balance, March 31, 2022 99,185,332 (i) During the year ended December 31, 2021, the Company settled a portion of the contingent shares to be issued as part of the Qualifying Transaction. During the three months ended March 31, 2022, 305,325 shares were issued, which were previously included in shares to be issued. (ii) During the three months ended March 31, 2022, the Company issued 264,614 common shares related to contingent consideration in the acquisition of LCV. The common shares were issued as the related contingency was resolved. On lock-up lock-up locked-up |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Warrants | 18. Warrants The following table reflects the continuity of warrants: Number of Warrants Weighted Average Exercise Price Balance, December 31, 2021 and March 31, 2022 35,837,500 $ 11.50 The warrants expire on January 14, 2026. The Company has the right to accelerate expiry of the warrants (excluding the warrants held by the Subversive Capital Sponsor LLC in certain circumstances), 30-day |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based compensation | 19 Effective January 2021, the Company established the Equity Incentive Plan (the “Plan”), which provides for the granting of incentive share options, nonqualified share options, share appreciation rights (“SARs”), restricted share units (“RSUs”), deferred share units (“DSUs”) and performance share units (“PSUs”), herein collectively referred to as “Awards”. (a) Share options The Company grants options to purchase its common shares, generally at fair value as at the date of grant. The maximum number of common shares that may be issued under the Plan is fixed by the Board to be 10% of the common shares outstanding, from time to time, subject to adjustments in accordance with the plan. Options generally vest over a four-year period, specifically at a rate of 25% upon the first anniversary of the issuance date and 1/36th per month thereafter and expire after 10 years from the date of grant. The Company options outstanding relate to replacement options issued in a business combination that occurred in 2021 The following table reflects the continuity of the share options during the three months ended March 31, 2022: March 31, 2022 Number of options Weighted average exercise price $ Weighted average remaining contractual term Aggregate intrinsic value Outstanding, beginning of period 756,703 7.85 Expired (30,054 ) 9.94 Forfeited (68,243 ) 8.13 Outstanding, end of period 658,406 7.72 6.42 years $ 0.00 Vested and expected to vest in the future 623,668 7.72 6.21 years $ 0.12 Exercisable 468,622 7.73 5.54 years $ 0.12 As at March 31, 2022, there was $688,540 of total unrecognized compensation cost related to non-vested (b) Equity-settled RSUs The following table reflects the continuity of RSUs granted during the three months ended March 31, 2022: March 31, 2022 Number of RSUs Weighted average grant date fair value $ Outstanding, beginning of period 3,310,020 7.21 Granted 223,500 1.40 Vested (398,714 ) 7.93 Forfeited (284,163 ) 9.03 Outstanding, end of period 2,850,643 6.36 As at March 31, 2022, there was $8,490,993 of total unrecognized compensation cost related to non-vested years. The total fair value of shares vested during the three months ended March Of the 398,714 RSUs that vested, 201,380 were settled in shares and 197,334 were settled in cash to cover withholding taxes on behalf of the employees The range of grant date fair values related to RSUs granted during the three months ended March 31, 2022 was $1.30 - $1.41. The Company estimates forfeitures based on historical forfeiture trends. If actual forfeiture rates are not consistent with the Company’s estimates, the Company may be required to increase or decrease compensation expenses in future periods. During the three months ended March 31, 2022 and 2021, the Company recognized the following total compensation expense, net of estimated forfeitures: Three months ended March 31, 2022 March 31, 2021 Options $ 231,494 $ 676,607 Equity-settled RSUs 2,010,583 782,775 Cash-settled RSUs — 2,822,371 Rights to contingent consideration — 3,846,026 $ 2,242,077 $ 8,127,779 |
(Loss) earnings per share
(Loss) earnings per share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
(Loss) earnings per share | 20. (Loss) earnings per share Three months ended March 31, 2022 March 31, 2021 (Loss) income available to common shareholders $ (33,691,877 ) $ 19,061,254 Consequential effect on profit or loss from the assumed conversion of cash-settled share-based payments — (679,339 ) (Loss) income available to common shareholders adjusted for the effect of dilution $ (33,691,877 ) $ 18,381,915 Weighted average number of shares, basic 98,820,648 84,413,911 Dilutive securities – RSUs — 24,063 Dilutive securities – Other share-based payments — 1,195,713 Weighted average number of shares, diluted 98,820,648 85,633,687 Basic (loss) earnings per share $ (0.34 ) $ 0.23 Diluted (loss) earnings per share (0.34 ) 0.21 Approximately 63,407,960 of potentially dilutive securities for the three months ended March 31, 2022 were excluded in the calculation of diluted loss per share as their impact would have been anti-dilutive. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 21. Income taxes The following table summariz e e Three months ended March 31, 2022 March 31, 2021 (Loss) income before income taxes $ (32,941,660 ) $ 15,850,632 Income tax (expense) recovery $ (594,872 ) 3,210,622 Effective tax rate 1.81 % 20.26 % The Company has computed its provision for income taxes under the discrete method which treats the year-to-date pre-tax Due to its cannabis operations, the Company is subject to the limitations of Internal Revenue Code (“IRC”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable The effective tax rate for the three months ended March 31, 2022 varies from the three months ended March 31, 2021, primarily due to the reduction in non-deductible The Company operates in a number of tax jurisdictions and are subject to examination of its income tax returns by tax authorities in those jurisdictions who may challenge any item on those returns. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the provision for income taxes. The Company’s unrecognized tax assets were approximatel The federal statute of limitation remains open for the 2019 tax year to the present. The state income tax returns generally remain open for the 2018 tax year through the present. Net operating losses arising prior to these years are also open to examination if and when utilized. |
Operating Expenses
Operating Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Operating Expenses [Abstract] | |
Operating Expenses | 22. Operating expenses Three months ended March 31, 2022 March 31, 2021 General and administrative $ 13,630,882 $ 9,360,832 Allowance for accounts receivable and notes receivable 2,249,706 174,111 Sales and marketing 3,415,737 28,995,745 Salaries and benefits 10,705,503 7,817,117 Share-based compensation (Note 19) 2,242,077 8,127,779 Lease expense (Note 12) 1,897,827 1,168,987 Depreciation of property and equipment and amortization of right-of-use 1,099,199 993,921 Amortization of intangible assets (Note 9) 5,374,512 6,333,342 $ 40,615,443 $ 62,971,834 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 23. Supplemental cash flow information Three months ended Change in working capital March 31, 2022 March 31, 2021 Accounts receivable $ 667,991 $ (645,202 ) Income tax receivable 1,698,115 — Inventory 618,319 (7,338,212 ) Prepaid expenses and other current assets 196,617 (4,037,661 ) Security deposits (133,875 ) (9,000 ) Prepaid expenses (43,485 ) 45,097 Accounts payable and accrued liabilities (7,349,048 ) (26,946,493 ) $ (4,345,366 ) $ (38,931,471 ) |
Related Party Transactions and
Related Party Transactions and Balances | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | 24. Related party transactions and balances The following table outlines the amounts paid to a related party: Three months ended March 31, 2022 March 31, 2021 Lease payments – interest and principal (i) $ 1,345,997 $ 857,039 Administrative fees and other costs — 5,000 $ 1,345,997 $ 862,039 (i) A director of the Company is a close family member to an owner of R&C Brown Associates, LP (“R&C”). The Company has 2 operating leases and 1 finance lease with R&C. Included in lease liabilities and right-of-use In addition to the items described above, the Company entered into the following transaction with a related party: (i) The counterparty to the Marketing Agreement described in Note 16 became a related party in May 2021, when its Chief Executive Officer joined the Company’s Board of Directors. During the three months ended March 31, 2022, the Company expensed $1,363,636 related to the Marketing Agreement. |
Segmented information
Segmented information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segmented information | 25. Segmented information The Company’s operations comprise a single we right-of-use we |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 26. Commitments and contingencies a) California operating licenses The Company’s primary activity is engaging in state-legal commercial cannabis business, including the cultivation, manufacture, distribution, and sale of cannabis and cannabis products pursuant to California law. However, this activity is not in compliance with the United States Controlled Substances Act (the CSA). The Company’s assets are potentially subject to seizure or confiscation by Federal governmental agencies, and the Company could face criminal and civil penalties for noncompliance with the CSA, although such events would be without relevant precedent. Management of the Company believes they are in compliance with all California and local jurisdiction laws and monitor the regulatory environment on an ongoing basis along with counsel to ensure the continued compliance with all applicable laws and licensing agreements. The Company’s operation is sanctioned by the State of California and local jurisdictions. There have been no instances of federal interference with those who adhere to those guidelines. Due to the uncertainty surrounding the Company’s noncompliance with the CSA, the potential liability from any noncompliance cannot be reasonably estimated and the Company may be subject to regulatory fines, penalties or restrictions in the future. Effective January 1, 2018, the State of California allowed for adult use cannabis sales. Beginning on January 1, 2018, the State began issuing temporary licenses that expired 120 days after issuance for retail, distribution, manufacturing and cultivation permits. Temporary licenses could be extended in 90-day In September 2019, Senate Bill 1459 (SB 1459) was enacted which enabled state licensing authorities to issue provisional licenses through 2021. A provisional license could be issued if an applicant submitted a completed annual license application to the Bureau of Cannabis Control. A completed application for purposes of obtaining a provisional license is not the same as a sufficient application to obtain an annual license. The provisional cannabis license, which is valid for 12 months from the date issued, is said to be in between a temporary license and an annual license and allows a cannabis business to operate as they would under local and state regulations. Licensees issued a provisional license are expected to be diligently working toward completing all annual license requirements in order to maintain a provisional license. The Company obtained its provisional licenses in 2019 and continues to work with the State to obtain annual licensing. The Company’s prior licenses obtained from the local jurisdictions it operated in have been continued by such jurisdictions and are necessary to obtain State licensing. The Company has received annual licenses from each local jurisdiction in which it actively operates. Although the Company believes it will continue to receive the necessary licenses from the State to conduct its business in a timely fashion, there is no guarantee its clients will be able to do so and any failure to do so may have a negative effect on its business and results of operations. b) Other legal matters From time to time in the normal course of business, the Company may be subject to legal matters such as threatened or pending claims or proceedings. The Company is not currently a party to any material legal proceedings or claims, nor are we aware of any pending or threatened litigation or claims that could have a material adverse effect on our business, operating results, cash flows or financial condition should such litigation or claim be resolved unfavorably. c) Social equity fund The Company formed Social Equity Ventures LLC (“SEV”) in 2021 as its social equity investment vehicle. The Company intends to fund SEV with $10,000,000 and contribute 2% of its net income to allow SEV to make further social equity investments. During the three months ended March 31, 2022, SEV made one social equity investments totallin Refer to Note 7 for further details. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Financial Instruments [Abstract] | |
Financial instruments | 27. Financial instruments Contingent consideration Financial instruments recorded at fair value in the interim condensed consolidated balance sheet are classified using a fair value hierarchy that reflects the observability of significant inputs used in making the measurements. The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified based on the lowest level of the hierarchy for which a significant input has been considered in measuring fair value. All contingent consideration is classified as level 3 in the fair value hierarchy as volatility is a key input into the valuation models and volatility is an unobservable input. The following provides a breakdown of contingent consideration as at March 31, 2022 and 2021: Contingent consideration Trading price consideration (i) Other (ii) Total Balance, December 31, 2020 $ — $ — $ — Additions 232,719,246 — 232,719,246 Change in fair value (131,093,854 ) — (131,093,854 ) Balance March 31, 2021 $ 101,625,392 $ — $ 101,625,392 Balance, December 31, 2021 $ 574,687 $ 368,444 $ 943,131 Change in fair value (319,192 ) (69,430 ) (388,622 ) Transferred to equity — (299,014 ) (299,014 ) Balance, March 31, 2022 $ 255,495 $ — $ 255,495 (i) Trading price consideration – As part of the acquisition of Caliva and OGE and LCV during the three months ended March 31, 2021, the former shareholders received a contingent right for up to 20-day one-third The fair value of the trading price consideration was determined using a Monte Carlo simulation methodology that included simulating the share price using a risk-neutral Geometric Browni a price 20-day e Key Inputs March 31, 2022 December 31, 2021 March 31, 2021 Key unobservable inputs Expected volatility 65 % 65 % 71 % Key observable inputs Share price $ 1.24 $ 1.39 $ 7.41 Risk-free interest rate 2.15 % 0.79 % 0.35 % Dividend yield 0 % 0 % 0 % Number of shares 21,932,223 21,850,404 21,633,709 A 15% change in the volatility assumption will have the following impact on the fair value of the contingent consideration: Change in volatility March 31, 2022 December 31, 2021 March 31, +15% $ 853,795 $ 1,597,743 16,321,223 -15% $ (240,116 $ (528,968 ) (22,184,258 ) (ii) Other Interest 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. The Company is subject to minimal interest rate risk. Credit risk Credit risk arises from deposits with banks, security deposits, trade receivables, notes receivable and other receivables. Gross Allowance Net Cash $ 143,494,665 $ — $ 143,494,665 Restricted cash and restricted cash equivalents 8,737,329 — 8,737,329 Accounts receivable (i) 6,053,763 (1,919,810 ) 4,133,953 Security deposits 1,253,629 — 1,253,629 Notes and other receivables (ii) 7,604,202 (5,007,030 ) 2,597,172 $ 167,143,588 $ (6,926,840 ) $ 160,216,748 (i) For trade receivables, the Company does not hold any collateral as security but mitigates this risk by dealing with counterparts that management has determined to be financially sound and, accordingly, does not anticipate significant loss due to non-performance. at-risk non-collection, As at March 31, 2022 the Company’s aging of receivables was a s follows: March 31, 2022 0 - 30 days $ 2,280,628 31 - 60 days 772,264 61 - 90 days 448,535 91 – 120 days 1,143,734 Over 120 days 1,408,602 Gross receivables 6,053,763 Less allowance for doubtful accounts (1,919,810 ) $ 4,133,953 (ii) For notes and other receivables, the Company determines the allowance for doubtful accounts by considering, for each debtor, if there has been any indication that a loss has been incurred. In making that determination, the Company considers the credit rating of the debtor as well as any collateral that underlies the receivable. Refer to Note 6 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 28. Fair value measurement The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as at March 31, 2022: Carrying amount Fair value Level 1 Level 3 Total gains Equity securities $ 1,158,360 $ 1,158,360 $ 1,158,360 $ — $ 297,864 Debt securities 1,068,028 1,068,028 — 1,068,028 — Total investments $ 2,226,388 $ 2,226,388 $ 1,158,360 $ 1,068,028 $ 297,864 Contingent consideration – trading price consideration $ 255,495 $ 255,495 $ — $ 255,495 $ 319,192 Contingent consideration - other — — — — 69,430 Total contingent consideration (Note 2 7 $ 255,495 $ 255,495 $ — $ 255,495 $ 388,622 |
VIE Arrangements
VIE Arrangements | 3 Months Ended |
Mar. 31, 2022 | |
Variable Interest Entity Disclosure [Abstract] | |
VIE Arrangements | 29. VIE arrangements As discussed in Note 10, the Company has determined it is the primary beneficiary of VIEs and as such, the Company has consolidated the financial position, results of operations and cash flows of these VIEs. All intercompany balances and transactions between the Company and these VIEs are eliminated in the interim condensed consolidated financial statements. The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of any intercompany transactions and balances, in the interim condensed consolidated balance sheets were as follows: March 31, 2022 December 31, 2021 Assets Current assets Cash $ 2,386,174 $ 1,754,929 Restricted cash 5,597,991 6,443,076 Accounts receivable, net 167,028 91,004 Income tax receivable — 162,073 Inventory 2,263,099 1,199,662 Prepaid expenses and other current assets 1,462,169 1,401,117 Total current assets 11,876,461 11,051,861 Property and equipment, net 5,187,845 5,110,894 Goodwill 36,253,294 36,253,294 Intangible assets 24,461,222 25,471,611 Right-of-use 11,893,620 12,199,466 Total assets $ 89,672,442 $ 90,087,126 Liabilities Current liabilities Accounts payable and accrued liabilities $ 7,960,699 $ 6,724,680 Consideration payable – current portion 1,707,447 1,331,724 Operating lease liability- current portion 723,408 935,346 Total current liabilities 10,391,554 8,991,750 Operating lease liabilities 11,781,910 11,681,587 Deferred tax liabilities 6,895,465 7,563,419 Consideration payable 1,128,436 1,827,515 Total liabilities $ 30,197,365 $ 30,064,271 The assets and liabilities in the table above include the carrying value of the goodwill, intangible assets and fair value adjustments recognized as a result of the business combination. Included in restricted cash is $5,597,991 (December 31, 2021 - that is only available to settle certain VIE obligations, and the creditors of $ of the liabilities have no recourse against the Company. |
Comparative figures
Comparative figures | 3 Months Ended |
Mar. 31, 2022 | |
Comparative Figures [Abstract] | |
Comparative figures | 30. Comparative figures Certain comparative figures have been restated where necessary to conform with current period presentation. |
COVID-19
COVID-19 | 3 Months Ended |
Mar. 31, 2022 | |
COVID19 [Abstract] | |
COVID-19 | 31. COVID-19 In March 2020, the World Health Organization categorized coronavirus disease 2019 (“COVID-19”) as a pandemic. COVID-19 continues to impact the U.S. and other countries across the world, and the duration and severity of its effects remain unknown. The Company continues to implement and evaluate actions to maintain its financial position and support the continuity of its business and operations in the face of this pandemic and other events. The Company’s priorities during the COVID-19 pandemic continue to be protecting the health and safety of its employees and its customers, following the recommended actions of government and health authorities. In the future, the pandemic may cause reduced demand for the Company’s products and services if, for example, the pandemic results in a recessionary economic environment or potential new restrictions on business operations or the movement of individuals. The COVID-19 outbreak in the United States has caused business disruption both to the Company and throughout its customer base and supply chain through mandated and voluntary closings of many businesses. While this disruption is expected to negatively impact The Company’s operating results, the related financial impact and duration cannot be reasonably estimated at this time. The Company has taken and continues to take, important steps to protect its employees, customers and business operations since the beginning of the pandemic. The Company has incurred incremental costs to implement proactive measures to prevent the spread of COVID-19. Additionally, the Company closely monitors its supply chain and third-party product availability in light of the pandemic. To date, the business has not experienced negative consequences due to interruptions in its supply chain. However, the Company continues to undertake preemptive measures to ensure alternate supply sources as needed. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 32. Subsequent events Share issuance Subsequent to March 31, 2022, the Company issued shares, of which 1,441,093 were issued to a related party related to the Marketing Agreement described in Note 16. RSU Issuance Subsequent to March 31, 2022, the Company issued 660,000 RSUs. PSU Issuance Subsequent to March 31, 2022, the Company issued 2,150,000 PSUs. Kase’s Journey On April 11, 2022, the license related to Kase’s Journey transferred to the Company, resulting in the payment of $655,549 included in consideration payable. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of consolidation | i) Basis of consolidation These interim condensed consolidated financial statements include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated |
Use of estimates | ii) Use of estimates The preparation of these interim condensed consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates. |
Emerging growth company | iii) Emerging growth company The Company is an “Emerging Growth Company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it has taken advantage of certain exemptions from various reporting requirements that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a Company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Sale lease back | (i ) Sale lease back From time to time, the Company may enter into sale-leaseback transactions pursuant to which the Company sells the property to a third party and agrees to lease the property back for a certain period of time. To determine whether the transfer of the property should be accounted for as a sale, the Company evaluates whether it has transferred control to the third party in accordance with the revenue recognition guidance set forth in ASC 606 - Revenue If the transfer of the asset is deemed to be a sale at market terms, the Company recognizes the transaction price for the sale based on the proceeds, derecognizes the carrying amount of the underlying asset and recognizes a gain or loss in the consolidated statements of operations and comprehensive loss for any difference between the carrying value of the asset and the transaction price. The Company then accounts for the leaseback in accordance with its lease accounting policy. If the transfer of the asset is determined not to be a sale at market terms, the Company accounts for the transaction as a financing arrangement, and accordingly no sale is recognized. The Company retains the historical costs of the property and the related accumulated depreciation on its books and continues to depreciate the property over the lesser of its remaining useful life or its initial lease term. The asset is presented within property and equipment, net on the consolidated balance sheets. All proceeds from these transactions are accounted for as finance obligations and presented as non-current obligation on the consolidated balance sheets. A portion of the lease payments is recognized as a reduction of the financing obligation and a portion is recognized as interest expense based on an imputed interest rate. |
Accounting standards adopted | (ii) Account standards adopted Debt with conversion options and other options In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40): 2020-06”), 2020-06 Government Assistance In November 2021, the FASB issued ASU 2021-10, 2021-10”). 2021-10 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expense, Current [Abstract] | |
Summary of Prepaid Expenses | March 31, 2022 December 31, 2021 Prepaid expenses $ 185,198 $ 109,929 Prepaid insurance 2,019,600 1,560,840 Prepaid inventory 822,829 2,188,881 Prepaid rent 650,000 650,000 Other prepaid assets 2,021,644 1,386,238 Indemnification assets 6,044,155 6,044,155 $ 11,743,426 $ 11,940,043 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | March 31, 2022 December 31, 2021 Packaging supplies $ 4,567,831 $ 2,784,846 Biological assets 959,521 1,371,749 Raw materials 2,888,068 2,284,344 Work in progress 3,928,508 3,445,426 Finished goods 14,629,769 17,353,286 $ 26,973,697 $ 27,239,651 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Receivable [Abstract] | |
Summary of Notes Receivable is comprised | March 31, 2022 December 31, 2021 Upfront payment $ 5,650,000 $ 5,650,000 Promissory note receivable 754,202 543,560 Other receivable 1,200,000 1,200,000 Total notes receivable 7,604,202 7,393,560 Less allowance for credit losses (5,007,030 ) (2,660,943 ) Note receivable $ 2,597,172 $ 4,732,617 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments [Abstract] | |
Summary of Investments | Marketable Non- marketable Available for sale Other Total Balance, December 31, 2021 $ 860,496 $ 591,545 $ 1,048,028 $ — $ 2,500,069 Acquired in the period — — — 150,000 150,000 Interest income — — 20,000 — 20,000 Change in fair value 297,864 — — — 297,864 Balance, March 31, 2022 $ 1,158,360 $ 591,545 $ 1,068,028 $ 150,000 $ 2,967,933 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Leasehold improvements Production equipment Furniture and fixtures Vehicles Office equipment Building Total Gross carrying amount Balance, December 31, 2021 $ 13,861,757 $ 3,522,913 $ 858,859 $ 689,180 $ 1,065,000 $ 6,549,489 $ 26,547,198 Additions 1,124,990 — — — — — 1,124,990 Disposals — — — — — (6,549,489 ) (6,549,489 ) Balance, March 31, 2022 $ 14,986,747 $ 3,522,913 $ 858,859 $ 689,180 $ 1,065,000 $ — $ 21,122,699 Depreciation Balance, December 31, 2021 $ 1,740,847 $ 1,150,370 $ 197,477 $ 115,919 $ 213,454 $ 81,866 $ 3,499,933 Additions 399,678 415,953 46,498 54,721 86,886 54,294 1,058,030 Disposals — — — — — (136,160 ) (136,160 ) Balance, March 31, 2022 $ 2,140,525 $ 1,566,323 $ 243,975 $ 170,640 $ 300,340 $ — $ 4,421,803 Carrying amount December 31, 2021 $ 12,120,910 $ 2,372,543 $ 661,382 $ 573,261 $ 851,546 $ 6,467,623 $ 23,047,265 Carrying amount March 31, 2022 $ 12,846,222 $ 1,956,590 $ 614,884 $ 518,540 $ 764,660 $ — $ 16,700,896 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets and Goodwill | Intangible assets Goodwill License Cultivation Network Brand Customer Relationship Total Gross carrying amount Balance, December 31, 2021 $ 44,051,645 $ 124,710,293 $ 1,505,000 $ 116,700,360 $ 2,920,000 $ 245,835,653 Additions — — — — — — Disposals — — — — — — Balance, March 31, 2022 $ 44,051,645 $ 124,710,293 $ 1,505,000 $ 116,700,360 $ 2,920,000 $ 245,835,653 Amortization Balance, December 31, 2021 $ 17,572,144 $ 547,594 $ 5,264,606 $ 308,424 $ 23,692,768 Additions 3,734,320 39,617 1,519,464 81,111 5,374,512 Disposals — — — — — Balance, March 31, 2022 $ 21,306,464 $ 587,211 $ 6,784,070 $ 389,535 $ 29,067,280 Carrying amount December 31, 2021 $ 44,051,645 $ 107,138,149 $ 957,406 $ 111,435,754 $ 2,611,576 $ 222,142,885 Carrying amount March 31, 2022 $ 44,051,645 $ 103,403,829 $ 917,789 $ 109,916,290 $ 2,530,465 $ 216,768,373 |
Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets | The following table outlines the estimated future annual amortization expense related to intangible assets as of March 31, 2022: Estimated Amortization Remainder of 2022 $ 17,024,698 2023 18,090,898 2024 14,735,121 2025 14,640,080 2026 14,582,580 Thereafter 137,694,996 $ 216,768,373 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | March 31, 2022 December 31, 2021 Trade payables $ 6,192,320 $ 8,390,991 Other accrued expenses 5,303,103 7,288,466 Accrued payroll expenses 2,288,410 1,326,493 Accrued severance expenses 1,235,150 1,331,365 Accrued income and other taxes 15,906,843 19,062,306 Goods received but not yet invoiced 3,811,139 4,225,696 $ 34,736,965 $ 41,625,317 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Lease, Cost [Abstract] | |
Summary of Components of Lease Cost | The following table provides the components of lease cost: March 31, 2022 March 31, 2021 Operating lease costs $ 1,824,078 $ 1,118,088 Short term lease expense 73,749 50,899 Lease expense 1,897,827 1,168,987 Finance lease cost: Depreciation and amortization of lease assets 393,534 456,556 Interest on lease liabilities 1,104,601 931,079 Finance lease cost 1,498,135 1,387,635 Total lease costs $ 3,395,962 $ 2,556,622 |
Summary of Maturities of Lease Liabilities | The maturity of the contractual undiscounted lease liabilities as of March 31, 2022: Operating Lease Finance Lease Remainder of 2022 $ 5,884,559 $ 3,376,939 2023 6,294,684 4,625,156 2024 5,878,102 4,763,910 2025 5,690,149 4,906,828 2026 5,274,121 5,054,033 Thereafter 23,622,067 64,884,896 Total undiscounted lease liabilities 52,643,682 87,611,762 Interest on lease liabilities (20,141,069 ) (50,835,243 ) Total present value of minimum lease payments 32,502,613 36,776,519 Lease liability – current portion 3,538,466 45,945 Lease liability $ 28,964,147 $ 36,730,574 |
Summary of Additional Information On the Right of Use Assets By Class of Assets | Additional information on the right-of-use Operating lease Finance lease Gross carrying amount Balance, December 31, 2021 $ 30,980,801 $ 26,258,698 Additions (i) 2,163,935 — Disposals — — Balance, March 31, 2022 $ 33,144,736 $ 26,258,698 Depreciation Balance, December 31, 2021 $ 2,616,515 $ 1,619,093 Additions 1,003,861 393,534 Balance, March 31, 2022 $ 3,620,376 $ 2,012,627 Carrying amount December 31, 2021 $ 28,364,286 $ 24,639,605 Carrying amount March 31, 2022 $ 29,524,360 $ 24,246,071 |
Summary of leases loss on sale | The Company recorded a loss on sale which was calculated as follows: March 31, 2022 Sale price $ 6,389,816 Selling costs (230,960 ) Carrying value of building (6,413,329 ) Loss on disposal of asset $ (254,473 ) |
Impairment (Tables)
Impairment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Impairment And Assets Held For Sale [Abstract] | |
Summary of Impairment of Long-Lived Assets Held For Used | Three months ended March 31, 2022 March 31, 2021 Non-THC $ — $ 58,030,387 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue by Sales Channel | The following table represents the Company’s disaggregated revenue by sales channel: Three months ended March 31, 2022 March 31, 2021 Omni-channel retail $ 19,087,337 $ 9,698,133 Wholesale 14,143,854 30,219,255 $ 33,231,191 $ 39,917,388 |
Redeemable non-controlling in_2
Redeemable non-controlling interest (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary Of Activity in the Non-redeemable Non-controlling Interest | The following table summarizes the redeemable NCI as at March 31, 2022: Coastal Varda Inc. (b) Calma (c) Total Balance, December 31, 2021 $ 35,307,459 $ 4,648,928 $ 1,500,000 $ 41,456,387 Net (loss) income attributable to redeemable non-controlling (93,349 ) 248,694 — 155,345 Balance, March 31, 2022 $ 35,214,110 $ 4,897,622 $ 1,500,000 $ 41,611,732 a) The Company is obligated to acquire 100% of the equity in Coastal Holding Refer to Note 10. b) The Company is obligated to acquire the remaining 90.5% of Varda Inc. when regulatory approval is received for the license to transfer for $4,500,000 to be settled in cash. The carrying amount of the NCI includes income allocation as per the agreement. Refer to Note 10. c) The Company is obligated to acquire the Class A shares of Calma when regulatory approval is received for the license to transfer. The Calma NCI will be redeemed for a variable number of shares to the value of $1,500,000. The number of shares that would be required to redeem the Calma NCI as at March 31, 2022 is approximately 1,210,000. Refer to Note 10. |
Shareholders' equity (Tables)
Shareholders' equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Unlimited Common Stock [Member] | |
Class of Stock [Line Items] | |
Summary of common shares issued | a) Common shares issued Number of common shares Balance, December 31, 2021 97,065,092 (i) Shares issued to settle contingent consideration 305,325 (ii) Shares issued to settle contingent consideration 264,614 Shares issued for Marketing Arrangement (Note 16) 1,348,921 Shares issued for vested RSUs (Note 19) 201,380 Balance, March 31, 2022 99,185,332 (i) During the year ended December 31, 2021, the Company settled a portion of the contingent shares to be issued as part of the Qualifying Transaction. During the three months ended March 31, 2022, 305,325 shares were issued, which were previously included in shares to be issued. (ii) During the three months ended March 31, 2022, the Company issued 264,614 common shares related to contingent consideration in the acquisition of LCV. The common shares were issued as the related contingency was resolved. |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Reflects The Continuity of Warrants | The following table reflects the continuity of warrants: Number of Warrants Weighted Average Exercise Price Balance, December 31, 2021 and March 31, 2022 35,837,500 $ 11.50 |
Share-based compensation (Table
Share-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of Stock Option Activity | The following table reflects the continuity of the share options during the three months ended March 31, 2022: March 31, 2022 Number of options Weighted average exercise price $ Weighted average remaining contractual term Aggregate intrinsic value Outstanding, beginning of period 756,703 7.85 Expired (30,054 ) 9.94 Forfeited (68,243 ) 8.13 Outstanding, end of period 658,406 7.72 6.42 years $ 0.00 Vested and expected to vest in the future 623,668 7.72 6.21 years $ 0.12 Exercisable 468,622 7.73 5.54 years $ 0.12 |
Summary of Share-based Compensation Expense | During the three months ended March 31, 2022 and 2021, the Company recognized the following total compensation expense, net of estimated forfeitures: Three months ended March 31, 2022 March 31, 2021 Options $ 231,494 $ 676,607 Equity-settled RSUs 2,010,583 782,775 Cash-settled RSUs — 2,822,371 Rights to contingent consideration — 3,846,026 $ 2,242,077 $ 8,127,779 |
Equity Settled Restricted Stock Units RSU [Member] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of Share-based Compensation Restricted Stock Units Award Activity | The following table reflects the continuity of RSUs granted during the three months ended March 31, 2022: March 31, 2022 Number of RSUs Weighted average grant date fair value $ Outstanding, beginning of period 3,310,020 7.21 Granted 223,500 1.40 Vested (398,714 ) 7.93 Forfeited (284,163 ) 9.03 Outstanding, end of period 2,850,643 6.36 |
(Loss) earnings per share (Tabl
(Loss) earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Loss Per Share | Three months ended March 31, 2022 March 31, 2021 (Loss) income available to common shareholders $ (33,691,877 ) $ 19,061,254 Consequential effect on profit or loss from the assumed conversion of cash-settled share-based payments — (679,339 ) (Loss) income available to common shareholders adjusted for the effect of dilution $ (33,691,877 ) $ 18,381,915 Weighted average number of shares, basic 98,820,648 84,413,911 Dilutive securities – RSUs — 24,063 Dilutive securities – Other share-based payments — 1,195,713 Weighted average number of shares, diluted 98,820,648 85,633,687 Basic (loss) earnings per share $ (0.34 ) $ 0.23 Diluted (loss) earnings per share (0.34 ) 0.21 |
Income Taxes (Table)
Income Taxes (Table) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Company's Income Tax Expense and Effective Tax Rates | The following table summariz e e Three months ended March 31, 2022 March 31, 2021 (Loss) income before income taxes $ (32,941,660 ) $ 15,850,632 Income tax (expense) recovery $ (594,872 ) 3,210,622 Effective tax rate 1.81 % 20.26 % |
Operating Expenses (Tables)
Operating Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Operating Expenses [Abstract] | |
Summary of Operating Expenses | Three months ended March 31, 2022 March 31, 2021 General and administrative $ 13,630,882 $ 9,360,832 Allowance for accounts receivable and notes receivable 2,249,706 174,111 Sales and marketing 3,415,737 28,995,745 Salaries and benefits 10,705,503 7,817,117 Share-based compensation (Note 19) 2,242,077 8,127,779 Lease expense (Note 12) 1,897,827 1,168,987 Depreciation of property and equipment and amortization of right-of-use 1,099,199 993,921 Amortization of intangible assets (Note 9) 5,374,512 6,333,342 $ 40,615,443 $ 62,971,834 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Supplemental Cash Flow Information | Three months ended Change in working capital March 31, 2022 March 31, 2021 Accounts receivable $ 667,991 $ (645,202 ) Income tax receivable 1,698,115 — Inventory 618,319 (7,338,212 ) Prepaid expenses and other current assets 196,617 (4,037,661 ) Security deposits (133,875 ) (9,000 ) Prepaid expenses (43,485 ) 45,097 Accounts payable and accrued liabilities (7,349,048 ) (26,946,493 ) $ (4,345,366 ) $ (38,931,471 ) |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Summary of Payments to Related Party | The following table outlines the amounts paid to a related party: Three months ended March 31, 2022 March 31, 2021 Lease payments – interest and principal (i) $ 1,345,997 $ 857,039 Administrative fees and other costs — 5,000 $ 1,345,997 $ 862,039 (i) A director of the Company is a close family member to an owner of R&C Brown Associates, LP (“R&C”). The Company has 2 operating leases and 1 finance lease with R&C. Included in lease liabilities and right-of-use |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Financial Instruments [Abstract] | |
Summary Of Reconciliation Of Contingent Consideration | The following provides a breakdown of contingent consideration as at March 31, 2022 and 2021: Contingent consideration Trading price consideration (i) Other (ii) Total Balance, December 31, 2020 $ — $ — $ — Additions 232,719,246 — 232,719,246 Change in fair value (131,093,854 ) — (131,093,854 ) Balance March 31, 2021 $ 101,625,392 $ — $ 101,625,392 Balance, December 31, 2021 $ 574,687 $ 368,444 $ 943,131 Change in fair value (319,192 ) (69,430 ) (388,622 ) Transferred to equity — (299,014 ) (299,014 ) Balance, March 31, 2022 $ 255,495 $ — $ 255,495 |
Schedule of Fair Value of Contingent Consideration | Key Inputs March 31, 2022 December 31, 2021 March 31, 2021 Key unobservable inputs Expected volatility 65 % 65 % 71 % Key observable inputs Share price $ 1.24 $ 1.39 $ 7.41 Risk-free interest rate 2.15 % 0.79 % 0.35 % Dividend yield 0 % 0 % 0 % Number of shares 21,932,223 21,850,404 21,633,709 A 15% change in the volatility assumption will have the following impact on the fair value of the contingent consideration: Change in volatility March 31, 2022 December 31, 2021 March 31, +15% $ 853,795 $ 1,597,743 16,321,223 -15% $ (240,116 $ (528,968 ) (22,184,258 ) |
Schedule of Financing Receivables Past Due | As at March 31, 2022 the Company’s aging of receivables was a s follows: March 31, 2022 0 - 30 days $ 2,280,628 31 - 60 days 772,264 61 - 90 days 448,535 91 – 120 days 1,143,734 Over 120 days 1,408,602 Gross receivables 6,053,763 Less allowance for doubtful accounts (1,919,810 ) $ 4,133,953 (ii) For notes and other receivables, the Company determines the allowance for doubtful accounts by considering, for each debtor, if there has been any indication that a loss has been incurred. In making that determination, the Company considers the credit rating of the debtor as well as any collateral that underlies the receivable. Refer to Note 6 |
Summary Of Credit Risk From Financial Instruments | Credit risk arises from deposits with banks, security deposits, trade receivables, notes receivable and other receivables. Gross Allowance Net Cash $ 143,494,665 $ — $ 143,494,665 Restricted cash and restricted cash equivalents 8,737,329 — 8,737,329 Accounts receivable (i) 6,053,763 (1,919,810 ) 4,133,953 Security deposits 1,253,629 — 1,253,629 Notes and other receivables (ii) 7,604,202 (5,007,030 ) 2,597,172 $ 167,143,588 $ (6,926,840 ) $ 160,216,748 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as at March 31, 2022: Carrying amount Fair value Level 1 Level 3 Total gains Equity securities $ 1,158,360 $ 1,158,360 $ 1,158,360 $ — $ 297,864 Debt securities 1,068,028 1,068,028 — 1,068,028 — Total investments $ 2,226,388 $ 2,226,388 $ 1,158,360 $ 1,068,028 $ 297,864 Contingent consideration – trading price consideration $ 255,495 $ 255,495 $ — $ 255,495 $ 319,192 Contingent consideration - other — — — — 69,430 Total contingent consideration (Note 2 7 $ 255,495 $ 255,495 $ — $ 255,495 $ 388,622 |
VIE Arrangements (Tables)
VIE Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Variable Interest Entity Disclosure [Abstract] | |
Summary of Carrying Values of the VIEs' Assets and Liabilities | The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of any intercompany transactions and balances, in the interim condensed consolidated balance sheets were as follows: March 31, 2022 December 31, 2021 Assets Current assets Cash $ 2,386,174 $ 1,754,929 Restricted cash 5,597,991 6,443,076 Accounts receivable, net 167,028 91,004 Income tax receivable — 162,073 Inventory 2,263,099 1,199,662 Prepaid expenses and other current assets 1,462,169 1,401,117 Total current assets 11,876,461 11,051,861 Property and equipment, net 5,187,845 5,110,894 Goodwill 36,253,294 36,253,294 Intangible assets 24,461,222 25,471,611 Right-of-use 11,893,620 12,199,466 Total assets $ 89,672,442 $ 90,087,126 Liabilities Current liabilities Accounts payable and accrued liabilities $ 7,960,699 $ 6,724,680 Consideration payable – current portion 1,707,447 1,331,724 Operating lease liability- current portion 723,408 935,346 Total current liabilities 10,391,554 8,991,750 Operating lease liabilities 11,781,910 11,681,587 Deferred tax liabilities 6,895,465 7,563,419 Consideration payable 1,128,436 1,827,515 Total liabilities $ 30,197,365 $ 30,064,271 |
Nature of Operations (Detail)
Nature of Operations (Detail) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Date of incorporation | Jun. 17, 2019 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense, Current [Abstract] | ||
Prepaid expenses | $ 185,198 | $ 109,929 |
Prepaid insurance | 2,019,600 | 1,560,840 |
Prepaid inventory | 822,829 | 2,188,881 |
Prepaid rent | 650,000 | 650,000 |
Other prepaid assets | 2,021,644 | 1,386,238 |
Indemnification assets | 6,044,155 | 6,044,155 |
Total | $ 11,743,426 | $ 11,940,043 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Packaging supplies | $ 4,567,831 | $ 2,784,846 |
Biological assets | 959,521 | 1,371,749 |
Raw materials | 2,888,068 | 2,284,344 |
Work in progress | 3,928,508 | 3,445,426 |
Finished goods | 14,629,769 | 17,353,286 |
Total | $ 26,973,697 | $ 27,239,651 |
Notes Receivable - Summary of N
Notes Receivable - Summary of Notes Receivable is comprised (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes Receivable | $ 7,604,202 | $ 7,393,560 |
Less allowance for credit losses | (5,007,030) | (2,660,943) |
Note receivable | 2,597,172 | 4,732,617 |
Upfront Payment [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes Receivable | 5,650,000 | 5,650,000 |
Promissory note receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes Receivable | 754,202 | 543,560 |
Other receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes Receivable | $ 1,200,000 | $ 1,200,000 |
Investments - Summary of Invest
Investments - Summary of Investments at Fair Value Through Profit or Loss (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule Of Investments At Fair Value Through Profit Or Loss [Line Items] | ||
Beginning balance | $ 2,500,069 | |
Acquired in the period | 150,000 | |
Interest income | 20,000 | |
Change in fair value | 297,864 | $ 0 |
Ending balance | 2,967,933 | |
Marketable securities | ||
Schedule Of Investments At Fair Value Through Profit Or Loss [Line Items] | ||
Beginning balance | 860,496 | |
Acquired in the period | 0 | |
Interest income | 0 | |
Change in fair value | 297,864 | |
Ending balance | 1,158,360 | |
Non- marketable securities | ||
Schedule Of Investments At Fair Value Through Profit Or Loss [Line Items] | ||
Beginning balance | 591,545 | |
Acquired in the period | 0 | |
Interest income | 0 | |
Change in fair value | 0 | |
Ending balance | 591,545 | |
Available for sale securities | ||
Schedule Of Investments At Fair Value Through Profit Or Loss [Line Items] | ||
Beginning balance | 1,048,028 | |
Acquired in the period | 0 | |
Interest income | 20,000 | |
Change in fair value | 0 | |
Ending balance | 1,068,028 | |
Other | ||
Schedule Of Investments At Fair Value Through Profit Or Loss [Line Items] | ||
Beginning balance | 0 | |
Acquired in the period | 150,000 | |
Interest income | 0 | |
Change in fair value | 0 | |
Ending balance | $ 150,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Carrying amount | $ 16,700,896 | $ 23,047,265 |
Gross Carrying Amount [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 26,547,198 | |
Additions | 1,124,990 | |
Disposals | (6,549,489) | |
Balance, December 31, 2021 | 21,122,699 | |
Depreciation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 3,499,933 | |
Additions | 1,058,030 | |
Disposals | (136,160) | |
Balance, December 31, 2021 | 4,421,803 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Carrying amount | 12,846,222 | 12,120,910 |
Leasehold improvements [Member] | Gross Carrying Amount [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 13,861,757 | |
Additions | 1,124,990 | |
Disposals | 0 | |
Balance, December 31, 2021 | 14,986,747 | |
Leasehold improvements [Member] | Depreciation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 1,740,847 | |
Additions | 399,678 | |
Disposals | 0 | |
Balance, December 31, 2021 | 2,140,525 | |
Production equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Carrying amount | 1,956,590 | 2,372,543 |
Production equipment [Member] | Gross Carrying Amount [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 3,522,913 | |
Additions | 0 | |
Disposals | 0 | |
Balance, December 31, 2021 | 3,522,913 | |
Production equipment [Member] | Depreciation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 1,150,370 | |
Additions | 415,953 | |
Disposals | 0 | |
Balance, December 31, 2021 | 1,566,323 | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Carrying amount | 614,884 | 661,382 |
Furniture and fixtures [Member] | Gross Carrying Amount [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 858,859 | |
Additions | 0 | |
Disposals | 0 | |
Balance, December 31, 2021 | 858,859 | |
Furniture and fixtures [Member] | Depreciation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 197,477 | |
Additions | 46,498 | |
Disposals | 0 | |
Balance, December 31, 2021 | 243,975 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Carrying amount | 518,540 | 573,261 |
Vehicles [Member] | Gross Carrying Amount [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 689,180 | |
Additions | 0 | |
Disposals | 0 | |
Balance, December 31, 2021 | 689,180 | |
Vehicles [Member] | Depreciation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 115,919 | |
Additions | 54,721 | |
Disposals | 0 | |
Balance, December 31, 2021 | 170,640 | |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Carrying amount | 764,660 | 851,546 |
Office equipment [Member] | Gross Carrying Amount [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 1,065,000 | |
Additions | 0 | |
Disposals | 0 | |
Balance, December 31, 2021 | 1,065,000 | |
Office equipment [Member] | Depreciation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 213,454 | |
Additions | 86,886 | |
Disposals | 0 | |
Balance, December 31, 2021 | 300,340 | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Carrying amount | 0 | $ 6,467,623 |
Building [Member] | Gross Carrying Amount [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 6,549,489 | |
Additions | 0 | |
Disposals | (6,549,489) | |
Balance, December 31, 2021 | 0 | |
Building [Member] | Depreciation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance, December 31, 2020 | 81,866 | |
Additions | 54,294 | |
Disposals | (136,160) | |
Balance, December 31, 2021 | $ 0 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 1,058,030 | $ 754,401 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Construction in progress | $ 2,091,182 | $ 966,192 |
Goodwill and Intangibles - Summ
Goodwill and Intangibles - Summary of Intangible Assets and Goodwill (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Ending Balance, Finite-Lived Intangible Assets | $ 216,768,373 | |
Carrying amount | 216,768,373 | $ 222,142,885 |
Gross Carrying Amount [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Beginning Balance, Finite-Lived Intangible Assets | 245,835,653 | |
Additions | 0 | |
Disposals, Finite-Lived Intangible Assets | 0 | |
Ending Balance, Finite-Lived Intangible Assets | 245,835,653 | |
Amortization [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Beginning Balance, Finite-Lived Intangible Assets | 23,692,768 | |
Additions | 5,374,512 | |
Disposals, Finite-Lived Intangible Assets | 0 | |
Ending Balance, Finite-Lived Intangible Assets | 29,067,280 | |
License [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Carrying amount | 103,403,829 | 107,138,149 |
License [Member] | Gross Carrying Amount [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Beginning Balance, Finite-Lived Intangible Assets | 124,710,293 | |
Additions | 0 | |
Disposals, Finite-Lived Intangible Assets | 0 | |
Ending Balance, Finite-Lived Intangible Assets | 124,710,293 | |
License [Member] | Amortization [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Beginning Balance, Finite-Lived Intangible Assets | 17,572,144 | |
Additions | 3,734,320 | |
Disposals, Finite-Lived Intangible Assets | 0 | |
Ending Balance, Finite-Lived Intangible Assets | 21,306,464 | |
Cultivation Network [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Carrying amount | 917,789 | 957,406 |
Cultivation Network [Member] | Gross Carrying Amount [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Beginning Balance, Finite-Lived Intangible Assets | 1,505,000 | |
Additions | 0 | |
Disposals, Finite-Lived Intangible Assets | 0 | |
Ending Balance, Finite-Lived Intangible Assets | 1,505,000 | |
Cultivation Network [Member] | Amortization [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Beginning Balance, Finite-Lived Intangible Assets | 547,594 | |
Additions | 39,617 | |
Disposals, Finite-Lived Intangible Assets | 0 | |
Ending Balance, Finite-Lived Intangible Assets | 587,211 | |
Brand [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Carrying amount | 109,916,290 | 111,435,754 |
Brand [Member] | Gross Carrying Amount [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Beginning Balance, Finite-Lived Intangible Assets | 116,700,360 | |
Additions | 0 | |
Disposals, Finite-Lived Intangible Assets | 0 | |
Ending Balance, Finite-Lived Intangible Assets | 116,700,360 | |
Brand [Member] | Amortization [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Beginning Balance, Finite-Lived Intangible Assets | 5,264,606 | |
Additions | 1,519,464 | |
Disposals, Finite-Lived Intangible Assets | 0 | |
Ending Balance, Finite-Lived Intangible Assets | 6,784,070 | |
Customer Relationships [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Carrying amount | 2,530,465 | 2,611,576 |
Customer Relationships [Member] | Gross Carrying Amount [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Beginning Balance, Finite-Lived Intangible Assets | 2,920,000 | |
Additions | 0 | |
Disposals, Finite-Lived Intangible Assets | 0 | |
Ending Balance, Finite-Lived Intangible Assets | 2,920,000 | |
Customer Relationships [Member] | Amortization [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Beginning Balance, Finite-Lived Intangible Assets | 308,424 | |
Additions | 81,111 | |
Disposals, Finite-Lived Intangible Assets | 0 | |
Ending Balance, Finite-Lived Intangible Assets | 389,535 | |
Goodwill [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Carrying amount | 44,051,645 | $ 44,051,645 |
Goodwill [Member] | Gross Carrying Amount [Member] | ||
Schedule Of Intangible Assets And Goodwill Disclosure [Line Items] | ||
Beginning Balance, Goodwill | 44,051,645 | |
Disposals | 0 | |
Ending Balance, Goodwill | 44,051,645 | |
Additions | $ 0 |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill [Line Items] | ||
Amortization expense | $ 5,374,512 | $ 6,333,342 |
Goodwill and Intangibles - Su_2
Goodwill and Intangibles - Summary of Estimated Future Annual Amortization Expense Related to Intangible Assets (Detail) | Mar. 31, 2022USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2022 | $ 17,024,698 |
2023 | 18,090,898 |
2024 | 14,735,121 |
2025 | 14,640,080 |
2026 | 14,582,580 |
Thereafter | 137,694,996 |
Total | $ 216,768,373 |
Business combinations - Additi
Business combinations - Additional Information (Detail) - USD ($) | Oct. 01, 2021 | Aug. 16, 2021 | Aug. 02, 2021 | Aug. 02, 2021 | Mar. 31, 2022 |
Kases Jurney Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Consideration paid in cash | $ 1,300,000 | ||||
Common shares to be issued | $ 1,221,902 | ||||
Martian Delivery LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Consideration paid in cash | $ 237,500 | ||||
Business combination, consideration transferred, liabilities incurred | $ 237,500 | ||||
Coastal [Member] | |||||
Business Acquisition [Line Items] | |||||
Variable interest entity percentage of management fee on revenue generated | 100.00% | ||||
Variable interest entity percentage of cost and expenses responsible by parent | 100.00% | ||||
Business acquisition Intail value of shares issuable to non-controlling interests | $ 39,880,000 | ||||
Business acquisition cash advances used for settlement of liabilities | $ 20,700,000 | ||||
Coastal [Member] | Unit Purchase Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, voting interests acquired percentage | 100.00% | ||||
Coastal [Member] | Loan Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition loan advanced | $ 20,700,000 | ||||
Calma [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, voting interests acquired percentage | 85.00% | ||||
Business acquisition value of shares issuable to non-controlling interests | 1,500,000 | ||||
Consideration paid in cash | 8,500,000 | ||||
Common shares to be issued | $ 1,468,474 | ||||
Calma [Member] | Local Regulations [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, voting interests acquired percentage | 15.00% | ||||
Consideration paid in cash | $ 1,500,000 | ||||
Common shares to be issued | $ 1,500,000 | ||||
Varda Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, voting interests acquired percentage | 9.50% | ||||
Business acquisition percentage of remaining equity interests acquirable | 90.50% | ||||
Business acquisition value of shares issuable to non-controlling interests | $ 4,500,000 | ||||
Variable interest entity percentage of cost and expenses responsible by parent | 100.00% | ||||
Variable interest entity percentage of revenue entitled by parent | 100.00% | ||||
Variable interest entity percentage of cash distribution of margin on revenue by non-controlling interest holder | 45.25% |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Trade payables | $ 6,192,320 | $ 8,390,991 |
Other accrued expenses | 5,303,103 | 7,288,466 |
Accrued payroll expenses | 2,288,410 | 1,326,493 |
Accrued severance expenses | 1,235,150 | 1,331,365 |
Accrued income and other taxes | 15,906,843 | 19,062,306 |
Goods received but not yet invoiced | 3,811,139 | 4,225,696 |
Total | $ 34,736,965 | $ 41,625,317 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Line Items] | ||
Capitalized amount of depreciation to inventory | $ 352,365 | $ 217,036 |
Real Estate [Member] | Minimum Member [Member] | ||
Leases [Line Items] | ||
Lease term | 1 year | |
Real Estate [Member] | Maximum [Member] | ||
Leases [Line Items] | ||
Lease term | 16 years 6 months | |
Other Leased Assets [Member] | Minimum Member [Member] | ||
Leases [Line Items] | ||
Lease term | 1 year | |
Other Leased Assets [Member] | Maximum [Member] | ||
Leases [Line Items] | ||
Lease term | 2 years |
Leases - Summary of Components
Leases - Summary of Components of Lease Cost (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating lease costs | $ 1,824,078 | $ 1,118,088 |
Short term lease expense | 73,749 | 50,899 |
Lease expense | 1,897,827 | 1,168,987 |
Depreciation and amortization of lease assets | 393,534 | 456,556 |
Finance lease cost: Interest on lease liabilities | 1,104,601 | 931,079 |
Finance lease cost | 1,498,135 | 1,387,635 |
Total lease costs | $ 3,395,962 | $ 2,556,622 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule Of Maturities Of Lease Liabilities [Abstract] | ||
Remainder of 2022 | $ 5,884,559 | |
2023 | 6,294,684 | |
2024 | 5,878,102 | |
2025 | 5,690,149 | |
2026 | 5,274,121 | |
Thereafter | 23,622,067 | |
Total undiscounted lease liabilities | 52,643,682 | |
Interest on lease liabilities | (20,141,069) | |
Total present value of minimum lease payments | 32,502,613 | |
Lease liability – current portion | 3,538,466 | $ 3,441,710 |
Lease liability | 28,964,147 | 27,786,545 |
Remainder of 2022 | 3,376,939 | |
2023 | 4,625,156 | |
2024 | 4,763,910 | |
2025 | 4,906,828 | |
2026 | 5,054,033 | |
Thereafter | 64,884,896 | |
Total undiscounted lease liabilities | 87,611,762 | |
Interest on lease liabilities | (50,835,243) | |
Total present value of minimum lease payments | 36,776,519 | |
Lease liability – current portion | 45,945 | 13,712 |
Lease liability | $ 36,730,574 | $ 36,774,714 |
Leases - Summary of Additional
Leases - Summary of Additional Information On the Right of Use Assets By Class of Assets (Detail) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Schedule Of Additional Information ON The Right Of Use Assets BY Class Of Assets [Line Items] | |
Beginning balance | $ 28,364,286 |
Ending balance | 29,524,360 |
Beginning balance | 24,639,605 |
Ending balance | 24,246,071 |
Gross Carrying Amount [Member] | |
Schedule Of Additional Information ON The Right Of Use Assets BY Class Of Assets [Line Items] | |
Beginning balance | 30,980,801 |
Additions | 2,163,935 |
Disposals | 0 |
Ending balance | 33,144,736 |
Beginning balance | 26,258,698 |
Disposals | 0 |
Additions | 0 |
Ending balance | 26,258,698 |
Depreciation [Member] | |
Schedule Of Additional Information ON The Right Of Use Assets BY Class Of Assets [Line Items] | |
Beginning balance | 2,616,515 |
Additions | 1,003,861 |
Ending balance | 3,620,376 |
Beginning balance | 1,619,093 |
Additions | 393,534 |
Ending balance | $ 2,012,627 |
Leases - Summary of leases loss
Leases - Summary of leases loss on sale (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Sale price | $ 6,389,816 | |
Selling costs | (230,960) | |
Carrying value of building | (6,413,329) | |
Loss on disposal of assets | $ (254,473) | $ 0 |
Leases - Summary of leases los
Leases - Summary of leases loss on sale (Parenthetical) (Detail) | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
Sale Lease back Transaction Net Book Value | $ 6,500,000 |
Upfront Received | 6,000,000 |
Notes Payable | 500,000 |
Notes Payable Fair Value Disclosure | $ 389,816 |
Impairment - Summary of Impairm
Impairment - Summary of Impairment of Long-Lived Assets Held For Used (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Non THC Business [Member] | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Impairment, Long-Lived Asset, Held-for-Use | $ 0 | $ 58,030,387 |
Impairment - Additional Informa
Impairment - Additional Information (Detail) | Jan. 15, 2021USD ($) |
Impairment And Assets Held For Sale [Abstract] | |
Goodwill, impairment loss | $ 58,030,387 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue by Sales Channel (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Disaggregated Revenue | $ 33,231,191 | $ 39,917,388 |
Omni-channel retail | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregated Revenue | 19,087,337 | 9,698,133 |
Wholesale | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregated Revenue | $ 14,143,854 | $ 30,219,255 |
Redeemable non-controlling in_3
Redeemable non-controlling interest - Summary of Non-Redeemable Non-Controlling Interest (Detail) - Nonredeemable Non-controlling Interest [Member] | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Redeemable Noncontrolling Interest [Line Items] | |
Beginning balance | $ 41,456,387 |
Net (loss) income attributable to redeemable non-controlling interest | 155,345 |
Ending balance | 41,611,732 |
Costal Holdings [Member] | |
Redeemable Noncontrolling Interest [Line Items] | |
Beginning balance | 35,307,459 |
Net (loss) income attributable to redeemable non-controlling interest | (93,349) |
Ending balance | 35,214,110 |
Varda Inc [Member] | |
Redeemable Noncontrolling Interest [Line Items] | |
Beginning balance | 4,648,928 |
Net (loss) income attributable to redeemable non-controlling interest | 248,694 |
Ending balance | 4,897,622 |
Calma [Member] | |
Redeemable Noncontrolling Interest [Line Items] | |
Beginning balance | 1,500,000 |
Net (loss) income attributable to redeemable non-controlling interest | 0 |
Ending balance | $ 1,500,000 |
Redeemable non-controlling in_4
Redeemable non-controlling interest - Summary of Non-Redeemable Non-Controlling Interest (Parenthetical) (Detail) - USD ($) | Mar. 31, 2022 | Oct. 01, 2021 |
Costal Holdings [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Business acquisition shares issuable to redeem non-controlling interests | 21,100,000 | |
Costal Holdings [Member] | Unit Purchase Agreement [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Business acquisition, voting interests acquired percentage | 100.00% | |
Varda Inc [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Business acquisition, voting interests acquired percentage | 9.50% | |
Business acquisition percentage of remaining equity interests acquirable | 90.50% | |
Business acquisition value of shares issuable to non-controlling interests | $ 4,500,000 | |
Calma [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Business acquisition, voting interests acquired percentage | 85.00% | |
Business acquisition shares issuable to redeem non-controlling interests | 1,210,000 | |
Business acquisition value of shares issuable to non-controlling interests | $ 1,500,000 |
Long term strategic contracts -
Long term strategic contracts - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jan. 15, 2021 | |
Long Term Strategic Contracts [Line Items] | ||||
Shares issued for long-term strategic contracts value | $ 1,875,000 | $ 25,000,000 | ||
Contractual consideration expense recognized | 25,000,000 | |||
Selling and marketing expense | $ 3,415,737 | 28,995,745 | ||
Common stock shares issued | 305,325 | |||
Marketing Agreement [Member] | ||||
Long Term Strategic Contracts [Line Items] | ||||
Shares issued for long-term strategic contracts shares | 2,376,425 | |||
Selling and marketing expense | $ 1,363,636 | 1,075,758 | ||
Cash settled share-based payments | 4,655,302 | $ 5,166,666 | ||
Loss contingency estimate of possible loss | $ 13,125,000 | |||
Common stock shares issued | 1,348,921 | |||
Stock Issued During Period Value NewI ssues | $ 1,875,000 | |||
Brand Strategy Agreement [Member] | ||||
Long Term Strategic Contracts [Line Items] | ||||
Loss contingency estimate of possible loss | 18,500,000 | |||
Contractual obligations | $ 21,500,000 | |||
Marketing and advertising expense | 1,104,167 | 871,065 | ||
Loss contingency damages sought, value | 13,500,000 | |||
Payment Of Cash | 3,000,000 | $ 2,000,000 | ||
Brand Strategy Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||
Long Term Strategic Contracts [Line Items] | ||||
Prepaid advertising | $ 287,731 | $ 2,183,565 |
Shareholders' equity - Summary
Shareholders' equity - Summary of Common Shares Issued (Detail) | 3 Months Ended |
Mar. 31, 2022shares | |
Class of Stock [Line Items] | |
Shares issued to settle contingent consideration | 264,614 |
Unlimited Common Stock [Member] | |
Class of Stock [Line Items] | |
Beginning balance, Shares | 97,065,092 |
Shares issued to settle contingent consideration | 305,325 |
Shares issued for Marketing Arrangement (Note 16) | 1,348,921 |
Shares issued for vested RSUs | 201,380 |
Ending balance, Shares | 99,185,332 |
Shareholders' equity - Summar_2
Shareholders' equity - Summary of Common Shares Issued (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2022shares | |
Class of Stock [Line Items] | |
Stock issued during period shares new issues | 305,325 |
GRAMF Left Coast Ventures Inc [Member] | |
Class of Stock [Line Items] | |
Stock issued during period business acquisition contingent consideration | 264,614 |
Shareholders' equity - Addition
Shareholders' equity - Additional Information (Detail) - $ / shares | Mar. 31, 2022 | Jan. 28, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Common stock no par value | $ 0 | $ 0 | |
Common stock shares issued | 99,185,332 | 97,065,092 | |
Common stock shares outstanding | 99,185,332 | 97,065,092 | |
Lock Up Agreements [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares issued | 34,000,000 | ||
Common stock shares outstanding | 34,000,000 | ||
Unlimited Common Shares [Member] | |||
Class of Stock [Line Items] | |||
Common stock no par value | $ 0 |
Warrants - Summary of Reflects
Warrants - Summary of Reflects The Continuity of Warrants (Detail) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Weighted Average [Member] | |||
Class of Warrant or Right [Line Items] | |||
Beginning balance, Weighted Average Exercise Price | $ 11.50 | ||
Ending balance, Weighted Average Exercise Price | $ 11.50 | $ 11.50 | |
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Beginning balance, Class of Warrant | 35,837,500 | 35,837,500 | 35,837,500 |
Ending balance, Class of Warrant | 35,837,500 | 35,837,500 | 35,837,500 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, Expiration date | Jan. 14, 2026 |
Number of trading days determining share price | 20 days |
Number of days determining share price | 30 days |
Share price | $ 18 |
Share-based compensation - Summ
Share-based compensation - Summary of Stock Option Activity (Detail) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 6 years 2 months 15 days |
Employee Share Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of options, Outstanding, beginning of period | shares | 756,703 |
Number of options, Expired | shares | (30,054) |
Number of options, Forfeited | shares | (68,243) |
Number of options, Outstanding, end of period | shares | 658,406 |
Number of options, Vested and expected to vest in the future | shares | 623,668 |
Number of options, Exercisable | shares | 468,622 |
Weighted average exercise price, Outstanding, beginning of period | $ / shares | $ 7.85 |
Weighted average exercise price, Replacement options issued | $ / shares | 9.94 |
Weighted average exercise price, Forfeited | $ / shares | 8.13 |
Weighted average exercise price, Outstanding, end of period | $ / shares | 7.72 |
Weighted average exercise price, Vested and expected to vest in the future | $ / shares | 7.72 |
Weighted average exercise price, Exercisable | $ / shares | $ 7.73 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 5 months 1 day |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 2 years 4 months 6 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 5 years 6 months 14 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ | 0.12 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ | $ 0.12 |
Share-based compensation - Su_2
Share-based compensation - Summary of Share Based Compensation Restricted Stock Units Award Activity (Detail) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of RSUs, Vested | (398,714) | |
Equity Settled Restricted Stock Units RSU [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of RSUs Outstanding, beginning of period | 3,310,020 | |
Number of RSUs, Granted | 223,500 | |
Number of RSUs, Vested | (398,714) | |
Number of RSUs Outstanding, Forfeited | (284,163) | |
Number of RSUs Outstanding, end of period | 2,850,643 | |
Weighted average remaining contractual life Outstanding, begining of period | 6 years 4 months 9 days | 7 years 2 months 15 days |
Weighted average remaining contractual life, Granted | 1 year 4 months 24 days | |
Weighted average remaining contractual life, Vested | 7 years 11 months 4 days | |
Weighted average remaining contractual life, Forfeited | 9 years 10 days | |
Weighted average remaining contractual life Outstanding, end of period | 6 years 4 months 9 days | 7 years 2 months 15 days |
Share-based compensation - Su_3
Share-based compensation - Summary of Share-based Compensation Expense (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | $ 2,242,077 | $ 8,127,779 |
Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | 231,494 | 676,607 |
Equity-settled RSUs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | 2,010,583 | 782,775 |
Cash-settled RSUs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | 0 | 2,822,371 |
Rights to contingent consideration [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | $ 0 | $ 3,846,026 |
Share-based compensation - Addi
Share-based compensation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized compensation cost ,weighted average period | 6 years 2 months 15 days |
Fair value of stock vested , shares | 398,714 |
Equity Securities [Member] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Fair value of stock vested , shares | 201,380 |
Cash [Member] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Fair value of stock vested , shares | 197,334 |
Employee Share Option [Member] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized compensation cost | $ | $ 688,540 |
Unrecognized compensation cost ,weighted average period | 2 years 4 months 6 days |
Equity Settled Restricted Stock Units RSU [Member] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized compensation cost ,weighted average period | 2 years 6 months 10 days |
Total unrecognized compensation cost | $ | $ 8,490,993 |
Fair value of stock vested | $ / shares | $ 532,222 |
Fair value of stock vested , shares | 398,714 |
Equity Settled Restricted Stock Units RSU [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 1.41 |
Equity Settled Restricted Stock Units RSU [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 1.30 |
Equity Incentive Plan [Member] | Employee Share Option [Member] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Share based compensation arrangement by share based payment award, Expiration period | 10 years |
Equity Incentive Plan [Member] | Employee Share Option [Member] | First Anniversary Of The Issuance Date [Member] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Share based compensation arrangement by share based payment award, Award vesting rights, Percentage | 25.00% |
Common Stock [Member] | Equity Incentive Plan [Member] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Share based compensation arrangement by share based payment award, Percentage of outstanding stock maximum | 10.00% |
(Loss) earnings per share - Sum
(Loss) earnings per share - Summary of Loss Per Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net Income (Loss) Available to Common Stockholders, Operations, Basic [Abstract] | ||
(Loss) income available to common shareholders | $ (33,691,877) | $ 19,061,254 |
Consequential effect on profit or loss from the assumed conversion of cash-settled share-based payments | 0 | (679,339) |
(Loss) income available to common shareholders adjusted for the effect of dilution | $ (33,691,877) | $ 18,381,915 |
Weighted average number of shares, basic | 98,820,648 | 84,413,911 |
Weighted average number of shares, diluted | 98,820,648 | 85,633,687 |
Dilutive securities – RSUs | 24,063 | |
Dilutive securities – Other share-based payments | 1,195,713 | |
Basic (loss) earnings per share | $ (0.34) | $ 0.23 |
Diluted (loss) earnings per share | $ (0.34) | $ 0.21 |
(Loss) earnings per share - Add
(Loss) earnings per share - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022shares | |
Earnings Per Share [Abstract] | |
Antidilutive securitiese excluded from computation of earnings per share amount | 63,407,960 |
Income Taxes - Summary of Compa
Income Taxes - Summary of Company's Income Tax Expense and Effective Tax Rates (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
(Loss) income before income taxes | $ (32,941,660) | $ 15,850,632 |
Income tax (expense) recovery | $ (594,872) | $ 3,210,622 |
Effective tax rate | 1.81% | 20.26% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Income Tax [Line Items] | ||
Unrecognized Tax Benefits | $ 44,688,033 | $ 42,459,208 |
Operating Expenses - Summary of
Operating Expenses - Summary of Operating Expenses (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Expenses [Abstract] | ||
General and administrative | $ 13,630,882 | $ 9,360,832 |
Allowance for accounts receivable and notes receivable | 2,249,706 | 174,111 |
Sales and marketing | 3,415,737 | 28,995,745 |
Salaries and benefits | 10,705,503 | 7,817,117 |
Share-based compensation (Note 19) | 2,242,077 | 8,127,779 |
Lease expense | 1,897,827 | 1,168,987 |
Depreciation of property and equipment and amortization of right-of-use assets | 1,099,199 | 993,921 |
Amortization of intangible assets (Note 9) | 5,374,512 | 6,333,342 |
Loss from operations | $ 40,615,443 | $ 62,971,834 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Summary of Supplemental Cash Flow Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Increase (Decrease) in Operating Capital [Abstract] | ||
Accounts receivable | $ 667,991 | $ (645,202) |
Income tax receivable | 1,698,115 | 0 |
Inventory | 618,319 | (7,338,212) |
Prepaid expenses and other current assets | 196,617 | (4,037,661) |
Security deposits | (133,875) | (9,000) |
Prepaid expenses | (43,485) | 45,097 |
Accounts payable and accrued liabilities | (7,349,048) | (26,946,493) |
Total change in working capital | $ (4,345,366) | $ (38,931,471) |
Related Party Transactions an_3
Related Party Transactions and Balances - Summary of Payments to Related Party (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Payment to related party during the period | $ 1,345,997 | $ 862,039 |
Lease Interest And Principal Payments [Member] | ||
Related Party Transaction [Line Items] | ||
Payment to related party during the period | 1,345,997 | 857,039 |
Administrative Fees and Other Costs [Member] | ||
Related Party Transaction [Line Items] | ||
Payment to related party during the period | $ 0 | $ 5,000 |
Related Party Transactions an_4
Related Party Transactions and Balances - Summary of Payments to Related Party (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
RightOfUseAssets | $ 27,550,124 | $ 28,035,112 |
Owner of R and C Brown Associates LP [Member] | ||
Related Party Transaction [Line Items] | ||
Lease liability | $ 40,937,009 | $ 41,053,363 |
Related Party Transactions an_5
Related Party Transactions and Balances - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Marketing Agreement [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction expenses | $ 1,363,636 |
Segmented Information - Additio
Segmented Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022segments | |
Number of operating segments | 1 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Social Equity Ventures LLC [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||
Minimum commitment requirement | $ 10,000,000 | |
Percentage of annual contribution to be made from net income | 2.00% | |
Investment made during the period | $ 150,000 | $ 1,000,000 |
Financial Instruments - Summary
Financial Instruments - Summary Of Reconciliation Of Contingent Consideration (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Summary Of Reconciliation Of Contingent Consideration [Line Items] | ||
Balance, January 1, 2021 | $ 943,131 | $ 0 |
Additions | 232,719,246 | |
Change in fair value | (388,622) | (131,093,854) |
Transferred to equity | (299,014) | |
Balance, December 31 2021 | 255,495 | 101,625,392 |
Contingent Consideration Trading Price Consideration [Member] | ||
Summary Of Reconciliation Of Contingent Consideration [Line Items] | ||
Balance, January 1, 2021 | 574,687 | 0 |
Additions | 232,719,246 | |
Change in fair value | (319,192) | (131,093,854) |
Transferred to equity | 0 | |
Balance, December 31 2021 | 255,495 | 101,625,392 |
Other [Member] | ||
Summary Of Reconciliation Of Contingent Consideration [Line Items] | ||
Balance, January 1, 2021 | 368,444 | 0 |
Additions | 0 | |
Change in fair value | (69,430) | 0 |
Transferred to equity | (299,014) | |
Balance, December 31 2021 | $ 0 | $ 0 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Key Unobservable Inputs, Number of Shares | shares | 21,932,223 | 21,633,709 | 21,850,404 |
Changes Measurement [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Impact on the Fair Value of the Contingent Consideration | $ | $ 853,795 | $ 16,321,223 | $ 1,597,743 |
Changes Measurement [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Impact on the Fair Value of the Contingent Consideration | $ | $ (240,116) | $ (22,184,258) | $ (528,968) |
Expected volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Key Unobservable Inputs | 65 | 71 | 65 |
Share price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Key Unobservable Inputs | shares | 1.24 | 7.41 | 1.39 |
Risk-free interest rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Key Unobservable Inputs | 2.15 | 0.35 | 0.79 |
Dividend yield [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Key Unobservable Inputs | 0 | 0 | 0 |
Financial Instruments - Summa_2
Financial Instruments - Summary Of Credit Risk From Financial Instruments (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Concentration Risk [Line Items] | |
Gross | $ 167,143,588 |
Allowance | (6,926,840) |
Net | 160,216,748 |
Cash [Member] | |
Concentration Risk [Line Items] | |
Gross | 143,494,665 |
Allowance | 0 |
Net | 143,494,665 |
Restricted cash and restricted cash equivalents [Member] | |
Concentration Risk [Line Items] | |
Gross | 8,737,329 |
Allowance | 0 |
Net | 8,737,329 |
Accounts receivable [Member] | |
Concentration Risk [Line Items] | |
Gross | 6,053,763 |
Allowance | (1,919,810) |
Net | 4,133,953 |
Security deposits [Member] | |
Concentration Risk [Line Items] | |
Gross | 1,253,629 |
Allowance | 0 |
Net | 1,253,629 |
Notes and other receivables [Member] | |
Concentration Risk [Line Items] | |
Gross | 7,604,202 |
Allowance | (5,007,030) |
Net | $ 2,597,172 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Financing Receivables Past Due (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Financing Receivable, Past Due [Line Items] | ||
Gross receivables | $ 6,053,763 | |
Less allowance for doubtful accounts | (1,919,810) | |
Accounts receivable | 4,133,953 | $ 4,705,563 |
0 - 30 days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Gross receivables | 2,280,628 | |
31 - 60 days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Gross receivables | 772,264 | |
61 - 90 days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Gross receivables | 448,535 | |
91 – 120 days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Gross receivables | 1,143,734 | |
Over 120 days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Gross receivables | $ 1,408,602 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022USD ($)d$ / sharesshares | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Shares to be issued reclassified from contingent consideration, Value | $ | $ 299,014 |
Contingent Consideration Earn Out Shares [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Business combination, contingent consideration, liability, measurement input | d | 500,000 |
Earn Out Stock [Member] | Caliva And OG Enterprises Branding, Inc. [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Noncash or part noncash acquisition, noncash financial or equity instrument consideration, shares issued | shares | 18,356,299 |
Business Combination Volume Weighted Average Trading Prices Issuable | 20 days |
Earn Out Stock [Member] | Caliva And OG Enterprises Branding, Inc. [Member] | Share Triggering Price One [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Share Price | $ 13 |
Earn Out Stock [Member] | Caliva And OG Enterprises Branding, Inc. [Member] | Share Triggering Price Two [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Share Price | 17 |
Earn Out Stock [Member] | Caliva And OG Enterprises Branding, Inc. [Member] | Share Triggering Price Three [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Share Price | $ 21 |
Earn Out Stock [Member] | Left Coast Ventures Inc [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Noncash or part noncash acquisition, noncash financial or equity instrument consideration, shares issued | shares | 3,856,955 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Recurring [Member] | Mar. 31, 2022USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | $ 2,226,388 |
Total contingent consideration | 255,495 |
Carrying amount | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | 2,226,388 |
Total contingent consideration | 255,495 |
Total losses (gains | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | 297,864 |
Total contingent consideration | 388,622 |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | 1,158,360 |
Total contingent consideration | 0 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | 1,068,028 |
Total contingent consideration | 255,495 |
Contingent consideration – trading price consideration [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total contingent consideration | 255,495 |
Contingent consideration – trading price consideration [Member] | Carrying amount | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total contingent consideration | 255,495 |
Contingent consideration – trading price consideration [Member] | Total losses (gains | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total contingent consideration | 319,192 |
Contingent consideration – trading price consideration [Member] | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total contingent consideration | 0 |
Contingent consideration – trading price consideration [Member] | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total contingent consideration | 255,495 |
Contingent Consideration - Other [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total contingent consideration | 0 |
Contingent Consideration - Other [Member] | Carrying amount | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total contingent consideration | 0 |
Contingent Consideration - Other [Member] | Total losses (gains | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total contingent consideration | 69,430 |
Contingent Consideration - Other [Member] | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total contingent consideration | 0 |
Contingent Consideration - Other [Member] | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total contingent consideration | 0 |
Equity Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | 1,158,360 |
Equity Securities [Member] | Carrying amount | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | 1,158,360 |
Equity Securities [Member] | Total losses (gains | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | 297,864 |
Equity Securities [Member] | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | 1,158,360 |
Equity Securities [Member] | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | 0 |
Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | 1,068,028 |
Debt Securities [Member] | Carrying amount | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | 1,068,028 |
Debt Securities [Member] | Total losses (gains | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | 0 |
Debt Securities [Member] | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | 0 |
Debt Securities [Member] | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total investments at fair value through profit or loss | $ 1,068,028 |
VIE Arrangements - Summary of C
VIE Arrangements - Summary of Carrying Values of the VIEs' Assets and Liabilities (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Current assets | |||
Cash | $ 143,494,665 | $ 165,310,609 | $ 281,025,634 |
Restricted cash | 5,597,991 | 6,443,076 | |
Accounts receivable, net | 4,133,953 | 4,705,563 | |
Income tax receivable | 0 | 1,322,340 | |
Inventory | 26,973,697 | 27,239,651 | |
Total current assets | 197,680,242 | 224,832,512 | |
Property and equipment, net | 16,700,896 | 23,047,265 | |
Right-of-use assets - operating | 29,524,360 | 28,364,286 | |
Total assets | 533,993,602 | 571,454,989 | |
Current liabilities | |||
Accounts payable and accrued liabilities | 34,736,965 | 41,625,317 | |
Consideration payable – current portion | 7,957,953 | 7,496,240 | |
Operating lease liability- current portion | 3,538,466 | 3,441,710 | |
Total current liabilities | 51,190,126 | 58,686,776 | |
Operating lease liabilities | 28,964,147 | 27,786,545 | |
Total liabilities | 160,787,272 | 168,923,416 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Current assets | |||
Cash | 2,386,174 | 1,754,929 | |
Restricted cash | 5,597,991 | 6,443,076 | |
Accounts receivable, net | 167,028 | 91,004 | |
Income tax receivable | 0 | 162,073 | |
Inventory | 2,263,099 | 1,199,662 | |
Prepaid expenses and other current assets | 1,462,169 | 1,401,117 | |
Total current assets | 11,876,461 | 11,051,861 | |
Property and equipment, net | 5,187,845 | 5,110,894 | |
Goodwill | 36,253,294 | 36,253,294 | |
Intangible assets | 24,461,222 | 25,471,611 | |
Right-of-use assets - operating | 11,893,620 | 12,199,466 | |
Total assets | 89,672,442 | 90,087,126 | |
Current liabilities | |||
Accounts payable and accrued liabilities | 7,960,699 | 6,724,680 | |
Consideration payable – current portion | 1,707,447 | 1,331,724 | |
Operating lease liability- current portion | 723,408 | 935,346 | |
Total current liabilities | 10,391,554 | 8,991,750 | |
Operating lease liabilities | 11,781,910 | 11,681,587 | |
Deferred tax liabilities | 6,895,465 | 7,563,419 | |
Consideration payable | 1,128,436 | 1,827,515 | |
Total liabilities | $ 30,197,365 | $ 30,064,271 |
VIE Arrangements - Additional I
VIE Arrangements - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Trade payable creditors | $ 6,192,320 | $ 8,390,991 |
Restricted Cash | 5,597,991 | 6,443,076 |
No recourse [Member] | ||
Variable Interest Entity [Line Items] | ||
Trade payable creditors | $ 7,108,282 | $ 7,953,367 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Apr. 11, 2022 | Mar. 31, 2022 |
Subsequent Event [Line Items] | ||
Stock issued during period, shares | 1,637,142 | |
Marketing Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Stock issued during period, shares | 1,441,093 | |
Restricted Stock Units (RSUs) [Member] | ||
Subsequent Event [Line Items] | ||
Stock issued during period, shares, restricted stock award, gross | 660,000 | |
Phantom Share Units PSUs Member [Member] | ||
Subsequent Event [Line Items] | ||
Stock issued during period, shares | 2,150,000 | |
Kases Jurney Inc [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Payments for Acquisition of Kase's Journey | $ 655,549 |