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Acquisitions
9 Months Ended
Sep. 30, 2021
Business Combinations [Abstract]  
Acquisitions

4. ACQUISITIONS

 

The Company has determined that the below acquisitions are business combinations under Accounting Standards Codification ("ASC") 805, Business Combinations. They are accounted for by applying the acquisition method, whereby the assets acquired and the liabilities assumed are recorded at their fair values with any excess of the aggregate consideration over the fair values of the identifiable net assets allocated to goodwill. Operating results have been included in these consolidated financial statements from the date of the acquisition. Supplemental pro forma financial information has not been presented as the impact was not material to the Company's consolidated financial statements. The goodwill recorded primarily includes the expected synergies resulting from combining the operations of the acquired entity with those of the Company.

 

(a)
2021 Business Acquisitions

 

The Company completed a preliminary allocation of the purchase price of the assets acquired and liabilities assumed. The preliminary valuation was based on management’s estimates and assumptions which are subject to change within the purchase price allocation period (generally one year from the acquisition date). The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the tangible and intangible assets acquired and the residual goodwill. The following table summarizes the initial accounting estimates:

 

 

Dharma
Pharmaceuticals, LLC

 

Summit Medical Compassion Center, Inc.

 

Other
Acquisitions

 

Cash

$

150,066

 

$

1,143,493

 

$

651,434

 

Inventory

 

508,361

 

 

1,828,848

 

 

3,844,351

 

Accounts receivable

 

38,166

 

 

1,200

 

 

512,767

 

Prepaid expenses

 

72,125

 

 

104,589

 

 

190,719

 

Property and equipment, net

 

1,983,047

 

 

3,242,890

 

 

10,478,856

 

Right-of-use asset, net

 

4,218,658

 

 

210,069

 

 

13,896,049

 

Deposits and other assets

 

251,875

 

 

67,620

 

 

585,000

 

Intangible assets, net:

 

 

 

 

 

 

      Licenses and permits

 

66,000,000

 

 

50,800,000

 

 

57,126,457

 

Liabilities assumed

 

(157,877

)

 

(4,407,319

)

 

(6,467,287

)

Lease liabilities

 

(4,218,658

)

 

(210,069

)

 

(13,896,049

)

Deferred income tax liabilities

 

(17,034,600

)

 

(13,111,880

)

 

(14,744,338

)

Total identifiable net assets

 

51,811,163

 

 

39,669,441

 

 

52,177,959

 

Goodwill (non-tax deductible)

 

88,730,652

 

 

69,029,291

 

 

66,176,544

 

Net assets

$

140,541,815

 

$

108,698,732

 

$

118,354,503

 

 

As part of the initial purchase accounting for each of the above acquisitions, the Company recorded intangible assets of $173,926,457 all of which was associated with licenses and permits that allow for the processing, cultivation and retail sale of cannabis. The weighted-average amortization period for the licenses intangibles was 15 years. Acquisition related expenses incurred during the three and nine months ended September 30, 2021 were approximately $0.2 million and $1.3 million respectively.

 

Other Acquisitions consist of Liberty Compassion Inc. and GreenStar Herbals Inc. The details of the transactions are discussed below.

 

(i) Acquisition of Liberty Compassion Inc.

 

On June 1, 2021, the Company acquired 100% of the ownership interests of Liberty Compassion Inc. ("Liberty"), a Massachusetts-based medical cannabis cultivator and retailer, for the purposes of expanding the Company's operational capacity in the Massachusetts market. The acquisition was an all stock transaction whereby consideration was satisfied through the issuance of 2,146,565 Subordinate Voting Shares (including 259,765 deferred shares) valued at approximately $64.6 million, based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb's Subordinate Voting Shares as traded on the Canadian Securities Exchange ("CSE") on the date of the transaction.

 

4. ACQUISITIONS (Continued)

 

(ii) Acquisition of Dharma Pharmaceuticals, LLC

 

On July 1, 2021 Green Thumb Industries acquired 100% of Dharma Pharmaceuticals, LLC (“Dharma”), a Virginia-based medical cannabis cultivator, processor and retailer, for the purpose of expanding Green Thumb's national presence. Green Thumb exchanged $15,175,384 in cash along with 2,298,779 Subordinate Voting Shares (including 229,878 deferred shares) valued at approximately $75.9 million, based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb's Subordinate Voting Shares as traded on the CSE on the date of the transaction. The purchase agreement included additional consideration of up to $65.0 million in shares of Green Thumb depending upon the successful opening of 5 retail dispensaries in the Virginia area within the first three years following the signing of the purchase agreement and the legal sale of adult use cannabis in a retail dispensary by January 1, 2025.

 

On August 16, 2021, the Company issued 199,993 Subordinate Voting Shares to the former owners of Dharma in connection with the successful opening of one retail dispensary in Virginia. The shares had a fair value of $5,949,078 at the date of issuance. As of September 30, 2021, the estimated value of the contingent consideration associated with the acquisition of Dharma, which was valued based on a probability weighting of the potential payments, was $45.9 million, of which $19.8 million was included as a current liability on the Company's unaudited interim condensed consolidated balance sheets.

 

(iii) Acquisition of Mobley Pain Management and Wellness Center LLC and Canwell Processing LLC

 

On August 1, 2021, the Company acquired Mobley Pain Management and Wellness Center LLC and Canwell Processing LLC (collectively referred to as "Summit"), both of which have contractual interests in Summit Medical Compassion Center, Inc. a non-profit entity with vertically integrated cannabis operations in Rhode Island for the purpose of expanding GreenThumb's national presence. Green Thumb exchanged 2,387,807 Subordinate Voting Shares valued at approximately $71.0 million (including 303,599 deferred shares) based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb's Subordinate Voting Shares as traded on the CSE on the date of the transaction. The purchase agreement included additional consideration of up to 2,500,000 Subordinate Voting Shares of Green Thumb depending upon the achievement of certain earnings targets over the twelve month period following the close of the transaction. As of September 30, 2021, the estimated value of the contingent consideration associated with the acquisition of Summit, which was valued based on the probability weighting of the potential payments, was $38.4 million all of which was included as a current liability on the Company's unaudited interim condensed consolidated balance sheets.

 

(iv) Acquisition of GreenStar Herbals Inc.

 

On September 1, 2021, the Company acquired GreenStar Herbals Inc. ("GreenStar"), a Massachusetts-based adult-use cannabis retailer, for the purpose of expanding the Company's operational capacity in the Massachusetts market. Green Thumb exchanged $5,222,967 in cash along with 1,348,216 Subordinate Voting Shares (including 161,306 deferred shares) valued at approximately $39.7 million, based on the fair value of the securities on their date of issuance, which was the closing price of Green Thumb's Subordinate Voting Shares as traded on the CSE on the date of the transaction. The purchase agreement included additional consideration of up to 663,810 Subordinate Voting Shares of Green Thumb depending upon the achievement of certain revenue metrics of GreenStar over the twenty-four month period following the close of the transaction. As of September 30, 2021, the estimated value of the contingent consideration associated with the acquisition of GreenStar, which was valued based on the probability weighting of the potential payments, was $8.9 million, all of which was included as a non-current liability on the Company's unaudited interim condensed consolidated balance sheets.