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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

img169863585_0.jpg

Commission file number 000-56132

GREEN THUMB INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

British Columbia

98-1437430

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

325 West Huron Street,

Suite 700 Chicago, Illinois

60654

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code - (312) 471-6720

Securities registered pursuant to Section 12(g) of the Act:

Subordinate Voting Shares

Multiple Voting Shares

Super Voting Shares

(Title of each Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No

As of November 1, 2024 there were 212,043,394 shares of the registrant’s Subordinate Voting Shares, 37,623 shares of the registrant’s Multiple Voting Shares and 206,690 shares of the registrant’s Super Voting Shares outstanding.

 

 


 

GREEN THUMB INDUSTRIES INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS

FINANCIAL

INFORMATION

Page

Part I

ITEM 1:

Unaudited Interim Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023

4

Unaudited Interim Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023

5

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2024 and 2023

6

Unaudited Interim Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023

8

Notes to Unaudited Interim Condensed Consolidated Financial Statements

10

ITEM 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

29

ITEM 3:

Quantitative and Qualitative Disclosure About Market Risk

37

ITEM 4:

Controls and Procedures

37

 

OTHER

INFORMATION

ITEM 1:

Legal Proceedings

38

ITEM 1A:

Risk Factors

38

ITEM 2:

Unregistered Sales of Equity Securities and Use of Proceeds

38

ITEM 3:

Defaults Upon Senior Securities

38

ITEM 4:

Mine Safety Disclosures

39

ITEM 5:

Other Information

39

ITEM 6:

Exhibits

40

Signatures

41

 

 


 

Use of Names

In this Quarterly Report on Form 10-Q, unless the context otherwise requires, the terms “we,” “us,” “our,” “Company,” “Corporation” or “Green Thumb” refer to Green Thumb Industries Inc. together with its wholly-owned subsidiaries.

Currency

Unless otherwise indicated, all references to “$” or “US$” in this document refer to United States dollars, and all references to “C$” refer to Canadian dollars.

Disclosure Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains statements that we believe are, or may be considered to be, “forward-looking statements.” All statements other than statements of historical fact included in this document regarding the prospects of our industry or our prospects, plans, financial position or business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plan,” “forecast,” “continue” or “could” or the negative of these terms or variations of them or similar terms or expressions of similar meaning. Furthermore, forward-looking statements may be included in various filings that we make with the Securities and Exchange Commission (the “SEC”), and in press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. These known and unknown risks include, without limitation: cannabis remains illegal under U.S. federal law, and enforcement of cannabis laws could change; state regulation of cannabis is uncertain; the Company may not be able to obtain or maintain necessary permits and authorizations; the Company may be subject to heightened scrutiny by Canadian regulatory authorities; the Company may face limitations on ownership of cannabis licenses; the Company may become subject to U.S. Food and Drug Administration or the U.S. Bureau of Alcohol, Tobacco Firearms and Explosives regulation; as a cannabis business, the Company is subject to applicable anti-money laundering laws and regulations and has restricted access to banking and other financial services; the Company may face difficulties acquiring additional financing; the Company lacks access to U.S. bankruptcy protections; the Company operates in a highly regulated sector and may not always succeed in complying fully with application regulatory requirements in all jurisdictions where the Company carries business; the Company faces intense competition; the Company faces competition from the illicit market as well as actual or purported Farm Bill compliant hemp products; the Company is dependent upon the popularity and consumer acceptance of its brand portfolio; the Company has limited trademark protection; cannabis businesses are subject to unfavorable tax treatment and may incur significant tax liability; the Company is subject to proceeds of crime statutes; the Company faces exposure to fraudulent or illegal activity; the Company faces risks due to industry immaturity or limited comparable, competitive or established industry best practices; the Company faces risks related to its products; the Company’s business is subject to the risks inherent in agricultural operations; the Company may adversely be impacted by rising or volatile energy costs and availability; the Company faces risks related to its information technology systems and potential cyber-attacks and security breaches; the Company relies on third-party software providers for numerous capabilities that it depends upon to operate, and a disruption of one or more systems could adversely affect the business; the Company relies on the expertise of the Company management team and other employees experienced in the cannabis industry, and the loss of key personnel could negatively affect the Company’s business, financial condition and results of operations; the Company faces an inherent risk of product liability or similar claims; the Company’s products may be subject to product recalls; the Company may face unfavorable publicity or consumer perception; and the Company’s voting control is concentrated; the Company’s capital structure and voting control may cause unpredictability; sales of substantial amounts of Subordinate Voting Shares by our shareholders in the public market may have an adverse effect on the market price of our Subordinate Voting Shares and could affect the Company’s business and financial condition and the results of operations. These and other risks are further described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and elsewhere in the Company’s filings with the SEC, which are available on the SEC’s website or at https://investors.gtigrows.com. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this document, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this document.

 

 

3


 

Green Thumb Industries Inc.

Unaudited Interim Condensed Consolidated Balance Sheets

As of September 30, 2024 and December 31, 2023

(Amounts Expressed in United States Dollars)

 

 

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

(Audited)

 

 

 

(in thousands)

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and Cash Equivalents

 

$

173,641

 

 

$

161,634

 

Accounts Receivable, Net

 

 

48,962

 

 

 

42,975

 

Income Tax Receivable

 

 

5,487

 

 

 

 

Inventories, Net

 

 

138,283

 

 

 

112,970

 

Prepaid Expenses

 

 

18,164

 

 

 

19,801

 

Other Current Assets

 

 

7,337

 

 

 

5,382

 

Total Current Assets

 

 

391,874

 

 

 

342,762

 

Property and Equipment, Net

 

 

695,666

 

 

 

687,106

 

Right of Use Assets, Net

 

 

245,978

 

 

 

238,369

 

Investments

 

 

61,422

 

 

 

64,361

 

Investments in Associates

 

 

21,934

 

 

 

24,942

 

Note Receivable

 

 

3,893

 

 

 

550

 

Intangible Assets, Net

 

 

500,860

 

 

 

538,678

 

Goodwill

 

 

589,691

 

 

 

589,691

 

Deferred Tax Assets

 

 

1,041

 

 

 

1,041

 

Deposits and Other Assets

 

 

2,513

 

 

 

2,557

 

TOTAL ASSETS

 

$

2,514,872

 

 

$

2,490,057

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Accounts Payable

 

$

19,848

 

 

$

24,495

 

Accrued Liabilities

 

 

75,584

 

 

 

59,552

 

Compensation Payable

 

 

19,295

 

 

 

16,005

 

Current Portion of Notes Payable

 

 

9,397

 

 

 

2,996

 

Current Portion of Lease Liabilities

 

 

13,329

 

 

 

12,297

 

Income Tax Payable

 

 

23,216

 

 

 

10,705

 

Total Current Liabilities

 

 

160,669

 

 

 

126,050

 

Long-Term Liabilities:

 

 

 

 

 

 

Lease Liabilities, Net of Current Portion

 

 

260,790

 

 

 

249,464

 

Notes Payable, Net of Current Portion and Debt Discount

 

 

246,182

 

 

 

305,527

 

Contingent Consideration Payable

 

 

 

 

 

33,250

 

Deferred Income Taxes

 

 

72,510

 

 

 

72,510

 

TOTAL LIABILITIES

 

 

740,151

 

 

 

786,801

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Subordinate Voting Shares (Shares Authorized, Issued and Outstanding at September 30, 2024:
   
Unlimited, 211,718,705, and 211,718,705, respectively, at December 31, 2023:
   
Unlimited, 209,871,792, and 209,871,792, respectively)

 

 

 

 

 

 

Multiple Voting Shares (Shares Authorized, Issued and Outstanding at September 30, 2024:
   
Unlimited, 37,683 and 37,683, respectively, at December 31, 2023:
   
Unlimited, 38,531 and 38,531, respectively)

 

 

 

 

 

 

Super Voting Shares (Shares Authorized, Issued and Outstanding at September 30, 2024:
   
Unlimited, 206,690 and 206,690, respectively, at December 31, 2023:
   
Unlimited, 216,690 and 216,690, respectively)

 

 

 

 

 

 

Share Capital

 

 

1,748,788

 

 

 

1,703,852

 

Contributed (Deficit) Surplus

 

 

(25,520

)

 

 

7,871

 

Deferred Share Issuances

 

 

12,973

 

 

 

12,973

 

Accumulated Earnings (Deficit)

 

 

38,586

 

 

 

(21,818

)

Equity of Green Thumb Industries Inc.

 

 

1,774,827

 

 

 

1,702,878

 

Noncontrolling interests

 

 

(106

)

 

 

378

 

TOTAL SHAREHOLDERS' EQUITY

 

 

1,774,721

 

 

 

1,703,256

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

$

2,514,872

 

 

$

2,490,057

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

4


 

Green Thumb Industries Inc.

Unaudited Interim Condensed Consolidated Statements of Operations

Three and Nine Months Ended September 30, 2024 and 2023

(Amounts Expressed in United States Dollars, Except Share Amounts)

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

2024

 

2023

 

 

2024

 

2023

 

 

(in thousands)

 

 

(in thousands)

Revenues, Net of Discounts

$

286,865

$

275,398

 

$

842,818

$

776,322

Cost of Goods Sold

 

(139,274)

 

(141,592)

 

 

(399,778)

 

(392,515)

Gross Profit

 

147,591

 

133,806

 

 

443,040

 

383,807

Expenses:

 

 

 

 

 

 

 

 

 

Selling, General, and Administrative

 

104,967

 

84,779

 

 

275,725

 

249,515

Total Expenses

 

104,967

 

84,779

 

 

275,725

 

249,515

Income From Operations

 

42,624

 

49,027

 

 

167,315

 

134,292

Other Income (Expense):

 

 

 

 

 

 

 

 

 

Other (Expense) Income, Net

 

(290)

 

(631)

 

 

411

 

23

Interest Income, Net

 

2,665

 

1,576

 

 

7,082

 

4,838

Interest Expense, Net

 

(5,296)

 

(4,639)

 

 

(18,791)

 

(11,324)

Total Other Expense

 

(2,921)

 

(3,694)

 

 

(11,298)

 

(6,463)

Income Before Provision for Income Taxes And Non-Controlling Interest

 

39,703

 

45,333

 

 

156,017

 

127,829

Provision For Income Taxes

 

30,922

 

34,526

 

 

94,970

 

93,927

Net Income Before Non-Controlling Interest

 

8,781

 

10,807

 

 

61,047

 

33,902

Net Income Attributable to Non-Controlling Interest

 

165

 

295

 

 

643

 

851

Net Income Attributable To Green Thumb Industries Inc.

$

8,616

$

10,512

 

$

60,404

$

33,051

Net Income Per Share - Basic

$

0.04

$

0.05

 

$

0.26

$

0.14

Net Income Per Share - Diluted

$

0.04

$

0.05

 

$

0.26

$

0.14

Weighted Average Number of Shares Outstanding - Basic

 

236,303,348

 

239,459,783

 

 

236,821,181

 

238,248,852

Weighted average Number of Shares Outstanding - Diluted

 

238,295,887

 

240,289,959

 

 

239,934,521

 

239,827,112

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

5


 

Green Thumb Industries Inc.

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity

Three and Nine Months Ended September 30, 2024 and 2023

(Amounts Expressed in United States Dollars)

 

 

 

 

Share
Capital

 

 

Contributed
Surplus (Deficit)

 

 

Deferred Share
Issuance

 

 

Accumulated
Earnings (Deficit)

 

 

Non-Controlling
Interest

 

 

Total

 

 

 

(in thousands)

 

Balance, July 1, 2023

$

 

1,693,429

 

$

 

34,421

 

$

 

12,973

 

$

 

(35,546

)

$

 

539

 

$

 

1,705,816

 

Distribution of contingent consideration

 

 

6,454

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,454

 

Exercise of options, RSUs

 

 

2,461

 

 

 

(694

)

 

 

 

 

 

 

 

 

 

 

 

1,767

 

Stock-based compensation

 

 

 

 

 

7,215

 

 

 

 

 

 

 

 

 

 

 

 

7,215

 

Distributions to non-controlling interest holders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(270

)

 

 

(270

)

Repurchase of Subordinate Voting Shares

 

 

 

 

 

(24,890

)

 

 

 

 

 

 

 

 

 

 

 

(24,890

)

Net income

 

 

 

 

 

 

 

 

 

 

 

10,512

 

 

 

295

 

 

 

10,807

 

Balance, September 30, 2023

$

 

1,702,344

 

$

 

16,052

 

$

 

12,973

 

$

 

(25,034

)

$

 

564

 

$

 

1,706,899

 

Balance, January 1, 2023

$

 

1,663,557

 

$

 

23,233

 

$

 

36,211

 

$

 

(58,085

)

$

 

516

 

$

 

1,665,432

 

Issuance of deferred shares

 

 

20,454

 

 

 

 

 

 

(20,454

)

 

 

 

 

 

 

 

 

 

Distribution of contingent consideration

 

 

12,524

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,524

 

Indemnification of deferred shares associated with post acquisition costs

 

 

 

 

 

 

 

 

(2,784

)

 

 

 

 

 

 

 

 

(2,784

)

Exercise of options and RSUs

 

 

5,809

 

 

 

(3,126

)

 

 

 

 

 

 

 

 

 

 

 

2,683

 

Stock-based compensation

 

 

 

 

 

20,835

 

 

 

 

 

 

 

 

 

 

 

 

20,835

 

Distributions to non-controlling interest holders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(803

)

 

 

(803

)

Repurchase of Subordinate Voting Shares

 

 

 

 

 

(24,890

)

 

 

 

 

 

 

 

 

 

 

 

(24,890

)

Net income

 

 

 

 

 

 

 

 

 

 

 

33,051

 

 

 

851

 

 

 

33,902

 

Balance, September 30, 2023

$

 

1,702,344

 

$

 

16,052

 

$

 

12,973

 

$

 

(25,034

)

$

 

564

 

$

 

1,706,899

 

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6


 

 

Green Thumb Industries Inc.

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity

Three and Nine Months Ended September 30, 2024 and 2023

(Amounts Expressed in United States Dollars)

 

 

 

 

Share
Capital

 

Contributed
Surplus (Deficit)

 

Deferred Share
Issuance

 

Accumulated
Earnings (Deficit)

 

Non-Controlling
Interest

 

Total

 

 

(in thousands)

Balance, July 1, 2024

$

1,742,784

$

(31,865)

$

12,973

$

29,970

$

94

$

1,753,956

Exercise of options and RSUs

 

6,028

 

(2,004)

 

 

 

 

4,024

Options exercised through net share settlement

 

(24)

 

 

 

 

 

(24)

Stock-based compensation

 

 

8,349

 

 

 

 

8,349

Distributions to non-controlling interest holders

 

 

 

 

 

(365)

 

(365)

Net income

 

 

 

 

8,616

 

165

 

8,781

Balance, September 30, 2024

$

1,748,788

$

(25,520)

$

12,973

$

38,586

$

(106)

$

1,774,721

Balance, January 1, 2024

$

1,703,852

$

7,871

$

12,973

$

(21,818)

$

378

$

1,703,256

Distribution of contingent consideration

 

17,259

 

 

 

 

 

17,259

Exercise of options and RSUs

 

16,818

 

(6,856)

 

 

 

 

9,962

Options exercised through net share settlement

 

10,859

 

(16,792)

 

 

 

 

(5,933)

Stock-based compensation

 

 

23,705

 

 

 

 

23,705

Distributions to non-controlling interest holders

 

 

 

 

 

(1,127)

 

(1,127)

Repurchase of Subordinate Voting Shares

 

 

(33,448)

 

 

 

 

(33,448)

Net income

 

 

 

 

60,404

 

643

 

61,047

Balance, September 30, 2024

$

1,748,788

$

(25,520)

$

12,973

$

38,586

$

(106)

$

1,774,721

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

7


 

Green Thumb Industries Inc.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2024 and 2023

(Amounts Expressed in United States Dollars)

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

CASH FLOW FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income attributable to Green Thumb Industries Inc.

 

$

60,404

 

 

$

33,051

 

Net income attributable to non-controlling interest

 

 

643

 

 

 

851

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

84,252

 

 

 

73,363

 

Amortization of operating lease right of use assets

 

 

41,622

 

 

 

35,996

 

Loss on disposal of property and equipment

 

 

1,163

 

 

 

2,815

 

Impairment of long-lived property and equipment

 

 

450

 

 

 

285

 

Loss on equity method investments

 

 

2,184

 

 

 

952

 

Loss from lease modification

 

 

219

 

 

 

87

 

Stock-based compensation

 

 

23,705

 

 

 

20,835

 

(Increase) decrease in fair value of investments

 

 

(256

)

 

 

153

 

Gain on settlement of contingent consideration

 

 

(15,991

)

 

 

 

Increase in fair value of contingent consideration

 

 

 

 

 

3,370

 

Decrease in fair value of warrants

 

 

(2,389

)

 

 

(934

)

Gain on indemnification of deferred shares associated with post acquisition costs

 

 

 

 

 

(2,784

)

Amortization of debt discount

 

 

2,914

 

 

 

7,128

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

(5,987

)

 

 

(7,673

)

Inventories, net

 

 

(25,313

)

 

 

(2,870

)

Prepaid expenses and other current assets

 

 

1,391

 

 

 

(1,129

)

Deposits and other assets

 

 

44

 

 

 

536

 

Accounts payable

 

 

(4,647

)

 

 

4,084

 

Accrued liabilities

 

 

17,504

 

 

 

4,052

 

Operating lease liabilities

 

 

(37,091

)

 

 

(32,114

)

Income tax receivable and payable, net

 

 

7,024

 

 

 

13,818

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

 

151,845

 

 

 

153,872

 

CASH FLOW FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Purchases of property and equipment

 

 

(52,992

)

 

 

(183,594

)

Proceeds from disposal of property and equipment

 

 

345

 

 

 

319

 

Investments in securities and associates

 

 

(7,803

)

 

 

(4,500

)

Proceeds from equity investments and notes receivable

 

 

7,015

 

 

 

331

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

(53,435

)

 

 

(187,444

)

CASH FLOW FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Distributions to non-controlling interest holders

 

 

(1,127

)

 

 

(803

)

Repurchase of Subordinate Voting Shares

 

 

(33,448

)

 

 

(24,890

)

Payments for taxes related to net share settlement of equity awards

 

 

(5,933

)

 

 

 

Proceeds from exercise of options and RSUs

 

 

9,962

 

 

 

2,683

 

Proceeds from issuance of notes payable

 

 

170,923

 

 

 

16,654

 

Principal repayment of notes payable

 

 

(226,780

)

 

 

(912

)

NET CASH USED IN FINANCING ACTIVITIES

 

 

(86,403

)

 

 

(7,268

)

CASH AND CASH EQUIVALENTS:

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

12,007

 

 

 

(40,840

)

CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD

 

 

161,634

 

 

 

177,682

 

CASH AND CASH EQUIVALENTS END OF PERIOD

 

$

173,641

 

 

$

136,842

 

 

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8


 

 

Green Thumb Industries Inc.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2024 and 2023

(Amounts Expressed in United States Dollars)

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

Interest paid

 

$

16,555

 

 

$

15,564

 

NONCASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

Accrued capital expenditures

 

$

3,958

 

 

$

(10,115

)

Noncash increase in right of use asset

 

$

(11,937

)

 

$

(5,599

)

Noncash increase in lease liability

 

$

11,937

 

 

$

5,599

 

Issuance of shares associated with contingent consideration

 

$

17,259

 

 

$

12,524

 

Deferred share distributions

 

$

 

 

$

(20,454

)

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

9


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

1. Overview and Basis of Presentation

 

 

(a) Description of Business

Green Thumb Industries Inc. (“Green Thumb,” the “Company,” “we” or “us”), a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while being committed to community and sustainable, profitable growth. Green Thumb owns, manufactures, and distributes a portfolio of cannabis consumer packaged goods brands including &Shine, Beboe, Dogwalkers, Doctor Solomon’s, Good Green, incredibles, and RYTHM, to third-party retail stores across the United States as well as to Green Thumb owned retail locations. The Company also owns and operates retail cannabis stores that include a national chain named RISE Dispensaries that sell our products and third-party products. As of September 30, 2024, Green Thumb has revenue in fourteen markets (California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Virginia), employs approximately 4,800 people and serves millions of patients and customers annually.

The Company’s registered office is located at 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8. The Company’s U.S. headquarters are at 325 W. Huron St., Suite 700, Chicago, IL 60654.

 

(b) Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Green Thumb and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities & Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and, accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Certain previously reported amounts have been reclassified between line items to conform to the current period presentation. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.

 

(c) Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies as described in Note 2 to the Company's Consolidated Financial Statements included in the 2023 Form 10-K.

 

(d) Earnings per Share

Basic earnings per share is calculated using the treasury stock method, by dividing the net earnings attributable to shareholders by the weighted average number of common shares outstanding during each of the periods presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding common shares and consequently are not included in the earnings per share calculation. Diluted earnings per share is calculated using the treasury stock method by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. The Company has three categories of potentially dilutive common share equivalents: restricted stock units, stock options and warrants. As of September 30, 2024, the Company had 8,491,983 options, 4,561,819 restricted stock units and 2,128,022 warrants outstanding. As of September 30, 2023, the Company had 10,229,895 options, 3,499,193 restricted stock units and 3,734,555 warrants outstanding.

10


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

1. Overview and Basis of Presentation (Continued)

 

(d) Earnings per Share (Continued)

In order to determine diluted earnings per share, it is assumed that any proceeds from the vesting of dilutive unvested restricted stock units, or exercise of unvested stock options and warrants would be used to repurchase common shares at the average market price during the period. Under the treasury stock method, the diluted earnings per share calculation excludes any potential conversion of stock options and convertible debt that would increase earnings per share or decrease loss per share. For the three months ended September 30, 2024, the computation of diluted earnings per share included 1,001,228 options, 923,686 restricted stock units, and 67,625 warrants. For the nine months ended September 30, 2024, the computation of diluted earnings per share included 1,339,591 options, 1,669,708 restricted stock units, and 104,041 warrants. For the three months ended September 30, 2023, the computation of diluted earnings per share included 211,651 options and 618,525 restricted stock units. For the nine months ended September 30, 2023, the computation of diluted earnings per share included 153,215 options and 1,425,045 restricted stock units. There were no dilutive warrants during the three and nine months ended September 30, 2023 as the strike price was greater than the average stock price for the period. For the three and nine months ended September 30, 2024, the weighted average number of anti-dilutive stock options excluded from the computation of diluted earnings per share were 869,491 and 918,465, respectively. For the three and nine months ended September 30, 2023, the weighted average number of anti-dilutive stock options excluded from the computation of diluted earnings per share were 2,349,064 and 3,198,625, respectively.

 

(e) Recently Issued Accounting Standards

(i)
In November 2023, the FASB issued Accounting Standards Update (ASU”) No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, to provide enhanced segment disclosures. The standard will require disclosures about significant segment expense categories and amounts for each reportable segment, for all periods presented. Additionally, the standard requires public entities to disclose the title and position of the Chief Operating Decision Maker (CODM”) in the consolidated financial statements. These enhanced disclosures are required for all entities on an interim and annual basis, effective for fiscal years beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
(ii)
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024 and early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no other standards yet to be adopted which are relevant to the business for disclosure.

11


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

2. INVENTORIES

 

 

The Company’s inventories include the following at September 30, 2024 and December 31, 2023:

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Raw Material

$

2,961

$

1,547

Packaging and Miscellaneous

 

11,806

 

10,661

Work in Process

 

54,764

 

47,029

Finished Goods

 

72,566

 

57,631

Reserve for Obsolete Inventory

 

(3,814)

 

(3,898)

Total Inventories, Net

$

138,283

$

112,970

 

3. PROPERTY AND EQUIPMENT

 

 

At September 30, 2024 and December 31, 2023, property and equipment consisted of the following:

 

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Buildings and Improvements

$

354,054

$

353,912

Equipment, Computers and Furniture

 

189,736

 

171,522

Leasehold Improvements

 

229,964

 

200,232

Land

 

33,725

 

33,725

Land Improvements

 

1,538

 

1,046

Assets Under Construction

 

27,388

 

23,142

Capitalized Interest

 

31,944

 

30,817

Total Property and Equipment

 

868,349

 

814,396

Less: Accumulated Depreciation

 

(172,683)

 

(127,290)

Property and Equipment, net

$

695,666

$

687,106

 

Assets under construction represent costs associated with construction projects on cultivation and production facilities and retail stores as well as costs associated with internal-use software not yet placed in service.

Depreciation expense for the three and nine months ended September 30, 2024 totaled $15,918 thousand and $46,434 thousand, respectively, of which $10,240 thousand and $29,963 thousand, respectively, is included in cost of goods sold. Depreciation expense for the three and nine months ended September 30, 2023 totaled $12,885 thousand and $35,266 thousand, respectively, of which $8,298 thousand and $23,348 thousand, respectively, is included in cost of goods sold.

 

12


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

4. INTANGIBLE ASSETS AND GOODWILL

 

 

(a) Intangible Assets

Intangible assets are recorded at cost less accumulated amortization and impairment losses. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is provided on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively.

At September 30, 2024 and December 31, 2023, intangible assets consisted of the following:

 

 

 

September 30, 2024

 

December 31, 2023

 

 

Gross Carrying Amount

 

Accumulated Amortization

 

Net Book Value

 

Gross Carrying Amount

 

Accumulated Amortization

 

Net Book Value

 

 

(in thousands)

 

(in thousands)

Licenses and Permits

$

660,716

$

190,838

$

469,878

$

660,716

$

157,764

$

502,952

Trademarks

 

41,511

 

15,422

 

26,089

 

41,511

 

13,378

 

28,133

Customer Relationships

 

24,438

 

19,545

 

4,893

 

24,438

 

16,927

 

7,511

Non-Competition Agreements

 

2,565

 

2,565

 

 

2,565

 

2,483

 

82

Total Intangible Assets

$

729,230

$

228,370

$

500,860

$

729,230

$

190,552

$

538,678

The Company recorded amortization expense for the three and nine months ended September 30, 2024 of $12,574 thousand and $37,818 thousand, respectively. The Company recorded amortization expense for the three and nine months ended September 30, 2023 of $12,743 thousand and $38,097 thousand, respectively. As of September 30, 2024 and December 31, 2023, intangible assets are carried net of accumulated impairment losses of $31,131 thousand as of each period then ended.

The following table outlines the estimated annual amortization expense related to intangible assets as of September 30, 2024:

 

 

Estimated
Amortization

Year Ending December 31,

 

(in thousands)

Remainder of 2024

$

12,574

2025

 

50,294

2026

 

47,332

2027

 

46,803

2028

 

46,803

2029 and Thereafter

 

297,054

 

$

500,860

As of September 30, 2024, the weighted average amortization period remaining for intangible assets was 10.68 years.

(b) Goodwill

At September 30, 2024 and December 31, 2023 the balances of goodwill, by segment, consisted of the following:

 

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Retail

$

273,802

$

273,802

Consumer Packaged Goods

 

315,889

 

315,889

Total

$

589,691

$

589,691

 

Goodwill is recognized net of accumulated impairment losses of $57,372 thousand as of September 30, 2024 and December 31, 2023. During the three and nine months ended September 30, 2024 and 2023, there were no goodwill impairment charges recognized by the Company in the unaudited interim condensed consolidated statements of operations.

 

13


14Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

 

5. INVESTMENTS

 

 

As of September 30, 2024 and December 31, 2023, the Company held various equity interests in cannabis-related companies as well as investments in note(s) receivable instruments that had a combined fair value of $61,422 thousand and $64,361 thousand, respectively. The Company measures its investments that do not have readily determinable fair value at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes.

The following table summarizes the changes in the Company’s investments during the nine months ended September 30, 2024 and year ended December 31, 2023:

 

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Beginning

$

64,361

$

74,169

Additions

 

3,817

 

8,200

Proceeds

 

(7,012)

 

(498)

Fair value adjustment

 

256

 

(17,460)

Transfers and other

 

 

(50)

Ending

$

61,422

$

64,361

 

The following table summarizes the change in fair value associated with the Company's equity investments and notes receivable instruments recorded during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Equity Investments

$

(67)

$

724

 

$

91

$

(410)

Notes Receivable Instruments

 

 

 

 

9

 

Accrued Interest on Notes Receivable Instruments

 

(10)

 

51

 

 

156

 

257

Net fair value gains (losses)

$

(77)

$

775

 

$

256

$

(153)

 

(a) Equity Investments

 

The Company held equity investments in both publicly and privately traded entities throughout the three and nine months ended September 30, 2024 and 2023. Publicly traded entities generally have readily determinable fair values and are classified as Level 1 investments. Meanwhile, non-publicly traded entities generally do not have readily determinable fair values and are classified as Level 3 investments. The Company has classified all of its holdings as trading securities and recorded such amounts within investments on the Company's unaudited interim condensed consolidated balance sheets.

 

The following table summarizes the change in the Company's Level 1 equity investments during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Beginning

$

507

$

1,370

 

$

2,001

$

2,535

Proceeds

 

(440)

 

 

 

(2,092)

 

(31)

Fair value adjustment

 

(67)

 

724

 

 

91

 

(410)

Ending

$

$

2,094

 

$

$

2,094

 

14


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

5. INVESTMENTS (Continued)

 

 

 

(a) Equity Investments (Continued)

 

The following table summarizes the change in the Company's Level 3 equity investments during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Beginning

$

25,953

$

42,330

 

$

25,953

$

40,330

Additions

 

852

 

 

 

852

 

2,000

Transfers and other

 

5,000

 

 

 

5,000

 

Ending

$

31,805

$

42,330

 

$

31,805

$

42,330

 

The following table summarizes unrealized (losses) gains recognized on the Company's equity investments held during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Unrealized gain (loss) recognized on equity investments

$

(67)

$

724

 

$

91

$

(410)

Realized gain (loss) recognized on equity investments

 

(67)

 

64

 

 

91

 

60

Net unrealized gain (loss) on equity investments

$

$

660

 

$

$

(350)

 

See Note 13 - Fair Value Measurements for additional details.

 

(b) Notes Receivable Instruments

 

The Company held note(s) receivable instrument(s) in publicly and privately traded entities throughout the three and nine months ended September 30, 2024 and 2023. The combined fair value of these notes receivable instruments includes the initial investment cost and combined contractual accrued interest recorded within interest income on the unaudited interim condensed consolidated statements of operations.

 

All of the Company's notes receivable instruments are classified as trading securities and are included within investments on the Company's unaudited interim condensed consolidated balance sheets.

 

The following table summarizes the change in the Company's Level 1 note receivable instrument during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Beginning

$

24,188

$

22,214

 

$

22,214

$

22,214

Additions

 

 

 

 

1,965

 

Fair value adjustment

 

 

 

 

9

 

Ending

$

24,188

$

22,214

 

$

24,188

$

22,214

 

The Company's Level 1 note receivable instrument had a stated interest rate of 13%, a maturity date of April 29, 2025 and did not contain any conversion features.

15


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

5. INVESTMENTS (Continued)

 

 

 

(b) Notes Receivable Instruments (Continued)

 

The following table summarizes the change in the Company's Level 3 notes receivable instruments during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Beginning

$

10,764

$

9,146

 

$

14,193

$

9,090

Additions

 

 

1,500

 

 

1,000

 

1,700

Proceeds

 

(325)

 

 

 

(4,920)

 

(300)

Accrued Interest

 

(10)

 

51

 

 

156

 

257

Transfers and other

 

(5,000)

 

 

 

(5,000)

 

(50)

Ending

$

5,429

$

10,697

 

$

5,429

$

10,697

 

The Company's Level 3 notes receivable instruments had a stated interest rate of 10% and terms between twelve months to five years.

 

On January 9, 2024, one of the Company's privately held notes receivable instruments matured and the Company collected the principal amount of $4,000 thousand along with accrued interest of $605 thousand on such date.

 

See Note 13 - Fair Value Measurements for additional details.

 

16


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

 

6. LEASES

 

 

 

(a) Operating Leases

The Company has operating leases for its retail stores, processing and cultivation facilities and corporate office spaces. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.

All real estate leases are recorded on the balance sheet. Equipment and other non-real estate leases with an initial term of twelve months or less are not recorded on the balance sheet. Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for fixed and variable non-lease components, such as taxes, insurance and maintenance. The Company accounts for each real estate lease and the related non-lease components together as a single component.

The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract. For three and nine months ended September 30, 2024, the Company recorded operating lease expense of $16,946 thousand and $41,622 thousand, respectively compared to operating lease expense of $11,628 thousand and $35,996 thousand for three and nine months ended September 30, 2023, respectively.

 

Other information related to operating leases as of September 30, 2024 and December 31, 2023 were as follows:

 

 

 

September 30, 2024

 

December 31, 2023

Weighted average remaining lease term (years)

 

10.98

 

11.75

Weighted average discount rate

 

12.27%

 

12.40%

 

Maturities of lease liabilities for operating leases as of September 30, 2024 were as follows:

 

 

 

Maturities of Lease Liability

Year Ending December 31,

 

Third-Party

 

Related Party

 

Total

 

 

(in thousands)

Remainder of 2024

$

11,493

$

146

$

11,639

2025

 

45,523

 

592

 

46,115

2026

 

45,867

 

603

 

46,470

2027

 

46,364

 

572

 

46,936

2028

 

45,449

 

364

 

45,813

2029 and Thereafter

 

332,247

 

1,364

 

333,611

Total Lease Payments

 

526,943

 

3,641

 

530,584

Less: Interest

 

(255,309)

 

(1,156)

 

(256,465)

Present Value of Lease Liability

$

271,634

$

2,485

$

274,119

 

(b) Related Party Operating Leases

The Company has leasing arrangements that are related party transactions, including for certain facilities in Maryland, Massachusetts and Nevada. Wendy Berger, a former director of the Company, is a principal of WBS Equities, LLC, which is the Manager of Mosaic Real Estate, LLC, which owned the facilities leased by the Company. Additionally, Mosaic Real Estate, LLC is owned in part by Ms. Berger (through the Wendy Berger 1998 Revocable Trust), Benjamin Kovler, the Chairman and Chief Executive Officer of the Company (through KP Capital, LLC), and Anthony Georgiadis, the President and a director of the Company (through Three One Four Holdings, LLC). The terms of these leases range from 7 years to 15 years. For the three and nine months ended September 30, 2024, the Company recorded lease expense of $145 thousand and $450 thousand, respectively, compared to lease expense of $139 thousand and $415 thousand for the three and nine months ended September 30, 2023, respectively, associated with these leasing arrangements.

17


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

7. NOTES PAYABLE

 

At September 30, 2024 and December 31, 2023, notes payable consisted of the following:

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Charitable contributions1

$

$

351

Private placement debt dated April 30, 20212

 

 

221,680

Syndicated credit facility dated September 11, 20243

 

147,871

 

Mortgage notes4

 

107,708

 

86,492

Total notes payable

 

255,579

 

308,523

Less: current portion of notes payable

 

(9,397)

 

(2,996)

Notes payable, net of current portion

$

246,182

$

305,527

 

1 In connection with acquisitions completed in 2017 and 2019, the Company committed to provide charitable contributions of $50 thousand per quarter through October 2024 and $250 thousand per year through May 2024, respectively. The net present value of these contributions was recorded as a liability with interest rates ranging between 2.17% - 7.00%. As of September 30, 2024, the Company has fully satisfied these commitments.

 

2 The April 30, 2021 private placement debt, as amended on October 21, 2021 (the “April 30, 2021 Notes”), were retired as of September 11, 2024.

 

3 The Credit Facility (as defined below in Section (a) of this Note 7) was issued in an aggregate amount of $150,000 thousand, and will bear interest at the Secured Overnight Financing Rate (“SOFR”) + 500 basis points, payable quarterly. The Credit Facility matures on September 11, 2029. As of September 30, 2024, the Credit Facility's outstanding principal balance was $150,000 thousand, which was recorded net of debt discount of $2,129 thousand.

 

4 The Company has issued various mortgage notes at an aggregate value of $112,285 thousand and $88,785 thousand in connection with various operating properties as of September 30, 2024 and December 31, 2023, respectively. The mortgage notes were issued at a discount, the carrying value of which was $1,060 thousand and $725 thousand, and are presented net of principal payments of $3,517 thousand and $1,568 thousand as of September 30, 2024 and December 31, 2023, respectively. These mortgage notes mature between August 20, 2025 and June 5, 2035 with interest rates ranging between 5.00% and 7.77%.

 

(a) Syndicated Credit Facility

 

On September 11, 2024, the Company entered into a $150,000 thousand syndicated credit facility (the Credit Facility) led by Valley National Bank. The Credit Facility has a maturity date of September 11, 2029 and will bear interest from the date of issuance at the SOFR + 500 basis points, payable quarterly. The interest rate on the closing date was 10.10% per annum. The April 30, 2021 Notes were retired on September 11, 2024, with the proceeds from the Credit Facility and cash generated from operations.

 

(b) Warwick, New York Mortgage Note

 

On September 4, 2024, the Company closed on a $23,500 thousand mortgage note associated with its Warwick, New York CPG facility bearing an interest rate of 7.75% per annum, with a maturity date of September 4, 2029. The mortgage includes various covenants requiring the Company to maintain certain financial ratios related to its ability to service the debt. As of September 30, 2024, the Company was in compliance with all covenants associated with the mortgage.

 

 

 

 

 

 

 

 

 

 

 

18


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

8. WARRANTS

 

 

 

As part of the terms of the Company’s issuance of the April 30, 2021 Notes, as well as other financing arrangements, the Company issued warrants, which allow the holders to purchase the Company's Subordinate Voting Shares at an exercise price determined at the time of issuance.

The following table summarizes the number of warrants outstanding as of September 30, 2024 and December 31, 2023:

 

 

Liability Classified

 

Equity Classified

 

Number of Shares

 

Weighted Average Exercise Price (C$)

 

Weighted Average Remaining Contractual Life

 

Number of Shares

 

Weighted Average Exercise Price (USD)

Weighted Average
Remaining Contractual Life

Balance as of December 31, 2023

1,997,208

C$

18.03

 

0.50

 

1,737,347

$

31.83

2.38

Warrants Expired

(1,606,533)

 

 

 

 

Balance as of September 30, 2024

390,675

C$

12.42

 

0.21

 

1,737,347

$

31.83

1.63

 

(a) Liability Classified Warrants Outstanding

The following table summarizes the fair value of the liability classified warrants at September 30, 2024 and December 31, 2023:

 

 

 

 

 

 

Fair Value

Warrant Liability

Strike Price

 

Warrants Outstanding

 

September 30, 2024

 

December 31, 2023

 

Change

 

 

 

 

 

(in thousands)

Private Placement Financing Warrants Issued May 2019

 C$19.39

 

$

$

1,673

$

(1,673)

Modification Warrants Issued November 2019

 C$12.04

 

316,947

 

560

 

1,151

 

(591)

Additional Modification Warrants Issued May 2020

 C$14.03

 

73,728

 

168

 

293

 

(125)

Totals

 

 

390,675

$

728

$

3,117

$

(2,389)

 

During the three and nine months ended September 30, 2024 and 2023, the Company recorded gains of $855 thousand and $2,389 thousand, a loss $1,329 thousand and a gain of $934 thousand, respectively, on the change in the fair value of the warrant liability within other income (expense) on the unaudited interim condensed consolidated statements of operations.

 

The following table summarizes the significant assumptions used in determining the fair value of the warrant liability as of each reporting date (see Note 13 - Fair Value Measurements for additional details):

 

 

September 30,

 

December 31,

Significant Assumptions

2024

 

2023

Volatility

57.64%-70.07%

 

61.76% - 74.31%

Remaining Term

0.11-0.64 years

 

0.39-1.39 years

Risk Free Rate

2.94%

 

3.91%

 

 

19


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

 

8. WARRANTS (Continued)

 

 

 

(b) Equity Classified Warrants Outstanding

The Company's equity classified warrants were recorded at fair value at each respective date of issuance. Equity classified warrants are not remeasured at fair value on a recurring basis and are carried at their issuance date fair value. The following table summarizes the carrying amounts of the Company's equity classified warrants at September 30, 2024 and December 31, 2023:

 

 

 

 

 

 

Issuance Date Fair Value

 

 

 

Warrants

 

September 30,

 

December 31,

Warrants Included in Contributed Surplus

Strike Price

 

Outstanding

 

2024

 

2023

 

 

 

 

 

(in thousands)

Mortgage Warrants Issued June 2020

$9.10

 

35,000

$

181

$

181

Private Placement Refinance Warrants Issued April 2021

$32.68

 

1,459,044

 

22,259

 

22,259

Private Placement Refinance Warrants Issued October 2021

$30.02

 

243,303

 

2,616

 

2,616

Totals

 

 

1,737,347

$

25,056

$

25,056

 

The equity warrants were valued as of the date of issuance using a Black Scholes Option Pricing model. The following table summarizes the significant assumptions used in determining the fair value of the warrants as of each respective issuance date:

 

Significant Assumptions

Private Placement Refinancing Warrants

 

Private Placement Refinancing Warrants

 

Mortgage Warrants

Date of Issuance

October 15, 2021

 

April 30, 2021

 

June 5, 2020

Volatility

73%

 

73%

 

80%

Estimated Term

4 years

 

4 years

 

5 years

Risk Free Rate

1.12%

 

0.74%

 

0.37%

 

 

 

20


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

 

9. SHARE CAPITAL

 

 

 

Common shares, which include the Company’s Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares, are classified as equity. Incremental costs directly attributable to the issuance of common shares are recognized as a deduction from equity. The proceeds from the exercise of stock options or warrants together with amounts previously recorded in reserves over the applicable vesting periods are recorded as share capital. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes.

 

(a) Authorized

The Company has the following classes of share capital, with each class having no par value:

 

(i) Subordinate Voting Shares

The holders of the Subordinate Voting Shares are entitled to receive dividends which may be declared from time to time and are entitled to one vote per share at meetings of the Company’s shareholders. All Subordinate Voting Shares are ranked equally with regard to the Company’s residual assets. The Company is authorized to issue an unlimited number of no par value Subordinate Voting Shares.

(ii) Multiple Voting Shares

Each Multiple Voting Share is entitled to 100 votes per share at shareholder meetings of the Company and is exchangeable for 100 Subordinate Voting Shares. The Company is authorized to issue an unlimited number of Multiple Voting Shares.

(iii) Super Voting Shares

Each Super Voting Share is entitled to 1,000 votes per share at shareholder meetings of the Company and is exchangeable for 100 Subordinate Voting Shares or one Multiple Voting Share. The Company is authorized to issue an unlimited number of Super Voting Shares.

 

(b) Issued and Outstanding

A reconciliation of the beginning and ending amounts of the issued and outstanding shares by class is as follows:

 

 

 

Issued and Outstanding

 

 

Subordinate
Voting
Shares

 

Multiple
Voting
Shares

 

Super
Voting
Shares

As at January 1, 2024

 

209,871,792

 

38,531

 

216,690

Distribution of contingent consideration

 

1,250,000

 

 

Issuance of shares upon exercise of options

 

1,331,937

 

 

Issuances of shares upon vesting of RSUs

 

905,176

 

 

Repurchase of Subordinate Voting Shares

 

(2,725,000)

 

 

Exchange of shares

 

1,084,800

 

(848)

 

(10,000)

As at September 30, 2024

 

211,718,705

 

37,683

 

206,690

 

 

21


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

 

9. SHARE CAPITAL (Continued)

 

 

 

(i) Distribution of Contingent Consideration

 

Dharma Pharmaceuticals, LLC

 

In connection with the Company's 2021 acquisition of Dharma Pharmaceuticals, LLC (“Dharma”), the purchase agreement included contingent consideration of up to $65,000 thousand in Subordinate Voting Shares of Green Thumb, dependent upon 1) the successful opening of five retail stores in the Virginia area within the first three years following the signing of the agreement (“Retail Stores Milestone”) and 2) the legal sale of adult-use cannabis in a retail store on or before January 1, 2025 (the “Recreational Sales Milestone”). The Retail Stores Milestone was fully achieved prior to expiration and settled in previous periods.

 

On February 9, 2024, the Company and the former owners of Dharma agreed to amend the conditions of the Recreational Sales Milestone (the “Amended Agreement”). Under the Amended Agreement, the former owners waived their right to the Recreational Sales Milestone in exchange for the delivery of 1,250,000 Subordinate Voting Shares. On February 15, 2024, the Company recorded a gain of $15,991 thousand, representing the settlement of the Recreational Sales Milestone and distributed the shares to the former owners of Dharma, which had a fair market value of $17,259 thousand, which was based on the value of the shares as traded on the Canadian Securities Exchange on the date of distribution. The gain was recorded within sales general and administrative expenses on the unaudited interim condensed consolidated statement of operations.

 

(ii) Repurchase of Subordinate Voting Shares

 

Following the expiration of the Company's previous share program on September 10, 2024, on September 13, 2024, the Company's Board of Directors authorized a share repurchase program that allows the Company to repurchase up to 10,573,860 of its Subordinate Voting Shares over a 12-month period at an aggregate cost of up to $50,000 thousand. The share repurchase program commenced on September 23, 2024.

 

Under the Company's original share repurchase program, a total of 6,568,125 Subordinate Voting Shares were repurchased for $73,304 thousand of which 2,725,000 Subordinate Voting Shares for $33,448 thousand were repurchased during the nine months ended September 30, 2024.

 

(c) Stock-Based Compensation

The Company operates equity settled stock-based remuneration plans for its eligible directors, officers, employees and consultants. All goods and services received in exchange for the grant of any stock-based payments are measured at their fair value unless the fair value cannot be estimated reliably. If the Company cannot estimate reliably the fair value of the goods and services received, the Company measures their value indirectly by reference to the fair value of the equity instruments granted. For transactions with employees and others providing similar services, the Company measures the fair value of the services by reference to the fair value of the equity instruments granted. Equity settled stock-based payments under stock-based payment plans are ultimately recognized as an expense in profit or loss with a corresponding credit to equity.

In June 2018, the Company established the Green Thumb Industries Inc. 2018 Stock and Incentive Plan, which was amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto (as amended, the “Plan”). The maximum number of Restricted Stock Units (“RSUs”) and options outstanding under the Plan at any time shall not exceed 10% of the Company's then issued and outstanding shares on an as-converted basis.

The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period of the award. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of options expected to vest differs from the previous estimate. Any cumulative adjustment prior to vesting is recognized in the current period with no adjustment to prior periods for expense previously recognized. Option and RSU awards generally vest over three years, and options typically have a life of five to ten years. Option grants under the Plan are determined by the Compensation Committee of the Company’s Board of Directors with the option price set at no less than 100% of the fair market value of a share on the date of grant.

 

22


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

 

9. SHARE CAPITAL (Continued)

 

 

 

(c) Stock-Based Compensation (Continued)

Stock option activity is summarized as follows:

 

Number of Shares

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life

Balance as of December 31, 2023

10,071,467

$11.75

4.31

Granted

797,289

14.96

 

Exercised

(1,331,937)

8.66

 

Forfeited

(1,044,836)

14.06

 

Balance as of September 30, 2024

8,491,983

$12.65

4.44

Exercisable as of September 30, 2024

3,400,436

$7.66

3.87

 

The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted during the nine months ended September 30, 2024 and the year ended December 31, 2023, using the following ranges of assumptions:

 

September 30,

December 31,

 

2024

2023

Risk-free interest rate

3.02% - 3.92%

3.06% - 4.32%

Expected dividend yield

0%

0%

Expected volatility

62% - 64%

64%

Expected option life

4.46 - 4.5 years

3.5 – 4.5 years

 

As permitted under ASC 718, the Company has made an accounting policy choice to account for forfeitures when they occur.

 

The following table summarizes the number of unvested RSU awards as of September 30, 2024 and December 31, 2023 and the changes during the nine months ended September 30, 2024:

 

 

Number of Shares

 

Weighted Average Grant Date Fair Value

Unvested Shares at December 31, 2023

 

3,620,638

$

9.25

Granted

 

2,635,868

 

14.45

Forfeited

 

(789,511)

 

11.62

Vested

 

(905,176)

 

9.86

Unvested Shares at September 30, 2024

 

4,561,819

$

11.52

 

The stock-based compensation expense for the three and nine months ended September 30, 2024 and 2023 was as follows:

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

2024

 

2023

 

 

(in thousands)

 

(in thousands)

Stock options expense

$

2,387

$

4,009

$

8,081

$

12,795

Restricted Stock Units

 

5,962

 

3,206

 

15,624

 

8,040

Total Stock Based Compensation Expense

$

8,349

$

7,215

$

23,705

$

20,835

 

As of September 30, 2024, $54,282 thousand of total unrecognized expense related to stock-based compensation awards is expected to be recognized over a weighted-average period of 2.03 years.

 

23


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

 

10. INCOME TAX EXPENSE

 

 

 

The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2024 and 2023:

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

2024

 

2023

Income before Income Taxes

$

39,703

$

45,333

$

156,017

$

127,829

Income Tax Expense

 

30,922

 

34,526

 

94,970

 

93,927

Effective Tax Rate

 

77.9%

 

76.2%

 

60.9%

 

73.5%

 

 

The effective tax rates for the three months ended September 30, 2024 and 2023 were based on the Company’s forecasted annualized effective tax rates and were adjusted for discrete items that occurred within the periods presented.

Due to its cannabis operations, the Company is subject to the limitations of the U.S. Internal Revenue Code of 1986, as amended (“IRC”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income and provides for effective tax rates that are well in excess of statutory tax rates.

Taxes paid during the nine months ended September 30, 2024 and 2023 were $87,946 thousand and $80,398 thousand, respectively.

 

24


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

 

11. OTHER INCOME (EXPENSE)

 

 

For the three and nine months ended September 30, 2024 and 2023 other income (expense) was comprised of the following:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

 

(in thousands)

 

 

(in thousands)

Fair value adjustments on equity investments

$

(67)

$

724

 

$

100

$

(410)

Fair value adjustments on warrants issued

 

855

 

(1,329)

 

 

2,389

 

934

Loss from equity method investments

 

(1,084)

 

(202)

 

 

(2,184)

 

(952)

Other

 

6

 

176

 

 

106

 

451

Total Other Income (Expense)

$

(290)

$

(631)

 

$

411

$

23

 

12. COMMITMENTS AND CONTINGENCIES

 

 

 

The Company is subject to lawsuits, investigations and other claims related to employment, commercial and other matters that arise out of operations in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized in other liabilities.

Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify contingent liabilities for contracts. Contingent consideration is measured upon acquisition and is estimated using probability weighting of potential payouts. Subsequent changes in the estimated contingent consideration from the final purchase price allocation are recognized in the Company’s unaudited interim condensed consolidated statements of operations.

(a) Contingencies

The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, sanctions, restrictions on its operations, or losses of permits that could result in the Company ceasing operations in that specific state or local jurisdiction. The Company may be subject to regulatory fines, penalties, or restrictions in the future as cannabis and other regulations continue to evolve and are subject to differing interpretations.

(b) Claims and Litigation

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. During the quarter ending September 30, 2024, the Company received Findings of Fact and Conclusions of Law regarding an October 30, 2019 complaint filed against Green Thumb (“Defendant”) alleging Defendant breached a commercial property lease with ineffective termination. The court ruled in favor of plaintiff landlord in the amount of $7,307 thousand, representing unpaid rent. In addition, the court found Defendant liable for interest and attorney fees, which have yet to be determined. As of September 30, 2024, the Company accrued the amount of probable loss that can reasonably be estimated within accrued liabilities on the unaudited interim condensed consolidated balance sheets. No final Order of Judgment has been entered in the case and the Company has reserved all rights and intends to contest the findings, including an appeal if necessary.

Other than the matter discussed above, as of September 30, 2024 and December 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

(c) Construction Commitments

As of September 30, 2024, the Company held approximately $19,800 thousand of open construction commitments to contractors on work being performed.

 

25


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

 

13. FAIR VALUE MEASUREMENTS

 

 

 

The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

(a) Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, accounts payable and accrued liabilities, notes payable, warrant liability, and contingent consideration payable.

It was not practicable to estimate the fair value of the Company's long-term notes payable, which consist of charitable contributions, April 30, 2021 Notes, the Credit Facility and mortgage notes, since there were no quoted market prices or active trading markets. The carrying amount of notes payable at September 30, 2024 and December 31, 2023 was $255,579 thousand and $308,523 thousand, respectively, which includes $9,397 thousand and $2,996 thousand, respectively, of short-term debt due within one year.

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The fair values of the Company’s financial instruments associated with each of the three levels of the hierarchy are:

 

 

 

As of September 30, 2024

 

(in thousands)

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Cash and Cash Equivalents

$

173,641

$

$

$

173,641

Investments

 

24,188

 

 

37,234

 

61,422

Warrant Liability

 

 

 

(728)

 

(728)

 

$

197,829

$

$

36,506

$

234,335

 

 

 

As of December 31, 2023

 

(in thousands)

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Cash and Cash Equivalents

$

161,634

$

$

$

161,634

Investments

 

24,215

 

 

40,146

 

64,361

Contingent Consideration Payable

 

 

 

(33,250)

 

(33,250)

Warrant Liability

 

 

 

(3,117)

 

(3,117)

 

$

185,849

$

$

3,779

$

189,628

 

 

26


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

 

14. SEGMENT REPORTING

 

 

 

The Company operates in two segments: the cultivation, production and sale of cannabis products to retail stores (“Consumer Packaged Goods”) and retailing of cannabis to patients and consumers (“Retail”). The Company does not allocate operating expenses to these business units, nor does it allocate specific assets. Additionally, the CODM does not review total assets or net income (loss) by segments; therefore, such information is not presented below.

The below table presents revenues by type for the three and nine months ended September 30, 2024 and 2023:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

 

(in thousands)

 

 

(in thousands)

Revenues, Net of Discounts

 

 

 

 

 

 

 

 

 

Retail

$

206,124

$

205,441

 

$

614,558

$

582,363

Consumer Packaged Goods

 

165,500

 

150,425

 

 

471,735

 

412,096

Intersegment Eliminations

 

(84,759)

 

(80,468)

 

 

(243,475)

 

(218,137)

Total Revenues, Net of Discounts

$

286,865

$

275,398

 

$

842,818

$

776,322

Depreciation and Amortization

 

 

 

 

 

 

 

 

 

Retail

$

10,657

$

9,598

 

$

31,339

$

27,539

Consumer Packaged Goods

 

17,835

 

16,030

 

 

52,913

 

45,824

Intersegment Eliminations

 

 

 

 

 

Total Depreciation and Amortization

$

28,492

$

25,628

 

$

84,252

$

73,363

Income Taxes

 

 

 

 

 

 

 

 

 

Retail

$

15,447

$

18,551

 

$

49,416

$

50,890

Consumer Packaged Goods

 

15,475

 

15,975

 

 

45,554

 

43,037

Intersegment Eliminations

 

 

 

 

 

Total Income Taxes

$

30,922

$

34,526

 

$

94,970

$

93,927

Goodwill assigned to the Retail segment as of September 30, 2024 and December 31, 2023 was $273,802 thousand in each period. Intangible assets, net assigned to the Retail segment as of September 30, 2024 and December 31, 2023 was $260,390 thousand and $278,492 thousand, respectively.

Goodwill assigned to the Consumer Packaged Goods segment as of September 30, 2024 and December 31, 2023 was $315,889 thousand in each period. Intangible assets, net assigned to the Consumer Packaged Goods segment as of September 30, 2024 and December 31, 2023 was $240,470 thousand and $260,186 thousand, respectively.

The Company’s assets are aggregated into two reportable segments (Retail and Consumer Packaged Goods). For the purposes of testing goodwill, Green Thumb has identified two reporting units which align with our reportable segments (Retail and Consumer Packaged Goods). All revenues are derived from customers domiciled in the United States and all assets are located in the United States.

 

27


Green Thumb Industries Inc.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

 

15. SUBSEQUENT EVENTS

 

 

 

On November 05, 2024, the Company agreed to extend a $20,000 thousand convertible secured note to Agrify Corporation (“Agrify”) a leading provider of cultivation and extraction solutions for the cannabis industry, of which $10,000 thousand will be drawn upon at closing. Prior to this financing, Green Thumb acquired an ownership stake of approximately 43% in Agrify’s common stock from its outgoing CEO and Chairman and a Director in exchange for approximately $18,000 thousand in cash and Subordinate Voting Shares of Green Thumb subject to certain post-closing conditions (the “Transaction”). As part of the Transaction, Green Thumb also acquired warrants that would allow the Company to extend its ownership stake if exercised.

 

Following the acceptance of the resignations of a Director and its CEO and Chairman, the Agrify Board appointed Benjamin Kovler as its Chairman and Interim CEO. In addition Armon Vakili, Vice President, Strategic Initiatives and Partnerships of Green Thumb, was also appointed to join the Agrify Board.

 

28


 

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This management discussion and analysis (“MD&A”) of the financial condition and results of operations of Green Thumb Industries Inc. (the “Company” or “Green Thumb”) is for the three and nine months ended September 30, 2024 and 2023. It is supplemental to, and should be read in conjunction with, the Company’s unaudited interim condensed consolidated financial statements as of September 30, 2024 and the consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 29, 2024 (the “2023 Form 10-K”) and the accompanying notes for each respective period. The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Financial information presented in this MD&A is presented in United States dollars (“$” or “US$”), unless otherwise indicated.

This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States securities laws. Please refer to the discussion of forward-looking statements and information set out under the heading “Disclosure Regarding Forward-Looking Statements,” identified in the ‘‘Risks and Uncertainties’’ section of this MD&A and in Part I, Item 1A, “Risk Factors of the 2023 Form 10-K.” As a result of many factors, the Company’s actual results may differ materially from those anticipated in these forward-looking statements and information.

OVERVIEW OF THE COMPANY

Established in 2014 and headquartered in Chicago, Illinois, Green Thumb, a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while being committed to community and sustainable, profitable growth. As of September 30, 2024, Green Thumb has operations in fourteen U.S. markets, employs approximately 4,800 people and serves millions of patients and customers annually.

Green Thumb’s core business is manufacturing, distributing and marketing a portfolio of cannabis consumer packaged goods brands (which we refer to as our Consumer Packaged Goods business), including &Shine, Beboe, Dogwalkers, Doctor Solomon’s, Good Green, incredibles and RYTHM. The Company distributes and markets these products primarily to third-party licensed retail cannabis stores across the United States as well as to Green Thumb-owned retail stores (which we refer to as our Retail business).

The Company’s Consumer Packaged Goods portfolio is primarily generated from plant material that Green Thumb grows and processes itself, which we use to produce our consumer packaged goods in twenty manufacturing facilities. This portfolio consists of cannabis product categories, including flower, pre-rolls, concentrates, vape, capsules, tinctures, edibles, topicals, as well as other cannabis-related products across a range of stock keeping units ("SKUs") (none of which product categories are individually material to the Company).

Green Thumb owns and operates a national cannabis retail chain called RISE Dispensaries that provides relationship-centric retail experiences aimed to deliver a superior level of customer service through high-engagement consumer interaction, a consultative, transparent and education-forward selling approach and a consistently available assortment of cannabis products. In addition, Green Thumb owns Retail stores under other names, primarily where naming is subject to licensing or similar restrictions. The income from Green Thumb’s Retail business is primarily derived from the sale of cannabis-related products, which includes the sale of Green Thumb produced products as well as those produced by third parties, with an immaterial (under 10%) portion of this income resulting from the sale of other merchandise (such as t-shirts and accessories for cannabis use). The RISE Dispensaries currently are located in all fourteen of the states in which we operate. As of September 30, 2024, the Company had 98 open and operating Retail locations. The Company’s new store opening plans will remain fluid depending on market conditions, obtaining local licensing, construction and other permissions and subject to the Company’s capital allocation plans.

29


 

Results of Operations – Consolidated

The following table sets forth the Company’s selected consolidated financial results for the periods, and as of the dates, indicated. The (i) unaudited interim condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 and (ii) unaudited interim condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 have been derived from, and should be read in conjunction with, the unaudited interim condensed consolidated financial statements and accompanying notes presented in Item 1 of this quarterly report on Form 10-Q.

The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP and on a going-concern basis that contemplates continuity of operations and realization of assets and liquidation of liabilities in the ordinary course of business.

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

QTD Change

 

YTD Change

 

 

2024

 

2023

 

 

2024

 

2023

 

 

$

%

 

$

%

 

 

(in thousands, except share and per share amounts)

 

 

Increase (Decrease)

Revenues, Net of Discounts

$

286,865

$

275,398

 

$

842,818

$

776,322

 

$

11,467

4%

$

66,496

9%

Cost of Goods Sold

 

(139,274)

 

(141,592)

 

 

(399,778)

 

(392,515)

 

 

(2,318)

(2)%

 

7,263

2%

Gross Profit

 

147,591

 

133,806

 

 

443,040

 

383,807

 

 

13,785

10%

 

59,233

15%

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, General, and Administrative

 

104,967

 

84,779

 

 

275,725

 

249,515

 

 

20,188

24%

 

26,210

11%

Total Expenses

 

104,967

 

84,779

 

 

275,725

 

249,515

 

 

20,188

24%

 

26,210

11%

Income From Operations

 

42,624

 

49,027

 

 

167,315

 

134,292

 

 

(6,403)

(13)%

 

33,023

25%

Total Other Expense

 

(2,921)

 

(3,694)

 

 

(11,298)

 

(6,463)

 

 

(773)

(21)%

 

4,835

75%

Income Before Provision for Income Taxes And Non-Controlling Interest

 

39,703

 

45,333

 

 

156,017

 

127,829

 

 

(5,630)

(12)%

 

28,188

22%

Provision for Income Taxes

 

30,922

 

34,526

 

 

94,970

 

93,927

 

 

(3,604)

(10)%

 

1,043

1%

Net Income Before Non-Controlling Interest

 

8,781

 

10,807

 

 

61,047

 

33,902

 

 

(2,026)

(19)%

 

27,145

80%

Net Income Attributable to Non-Controlling Interest

 

165

 

295

 

 

643

 

851

 

 

(130)

(44)%

 

(208)

(24)%

Net Income Attributable To Green Thumb Industries Inc.

$

8,616

$

10,512

 

$

60,404

$

33,051

 

$

(1,896)

(18)%

$

27,353

83%

Net Income Per Share - Basic

$

0.04

$

0.05

 

$

0.26

$

0.14

 

$

(0.01)

(20)%

$

0.12

86%

Net Income Per Share - Diluted

$

0.04

$

0.05

 

$

0.26

$

0.14

 

$

(0.01)

(20)%

$

0.12

86%

Weighted Average Number of Shares Outstanding – Basic

 

236,303,348

 

239,459,783

 

 

236,821,181

 

238,248,852

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding – Diluted

 

238,295,887

 

240,289,959

 

 

239,934,521

 

239,827,112

 

 

 

 

 

 

 

 

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Total Assets

$

2,514,872

$

2,490,057

Long-Term Liabilities

$

579,482

$

660,751

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023

Revenues, net of Discounts

Revenues, net of discounts for the three months ended September 30, 2024 was $286,865 thousand, up 4% from $275,398 thousand for the three months ended September 30, 2023. Key performance drivers for the period included the expansion of the adult-use market in New York and Maryland, legalization of adult-use sales in Ohio, which began on August 6, 2024, and revenue generated from new retail stores, partially offset by price compression and increased competition in certain markets.

The Company generated revenue from 98 Retail stores during the quarter compared to 85 in the same quarter of the prior year. Retail revenues made up 72% of total revenues during the three months ended September 30, 2024 as compared to 75% during the three months ended September 30, 2023. Since September 30, 2023, the Company has opened twelve new Retail stores in Florida and two new Retail stores in New York. The Company also disposed of one Retail store in Massachusetts.

Consumer Packaged Goods revenues made up 28% of total revenues during the three months ended September 30, 2024 as compared to 25% during the three months ended September 30, 2023.

 

 

 

 

30


 

Cost of Goods Sold

Cost of goods sold are derived from retail purchases made by the Company from its third-party licensed producers operating within our state markets and costs related to the internal cultivation and production of cannabis. Cost of goods sold for the three months ended September 30, 2024 was $139,274 thousand, down 2% from $141,592 thousand for the three months ended September 30, 2023. The decrease was driven by operational leverage from the Company's Consumer Packaged Goods business and an increase in Retail sales of Green Thumb-produced products.

Gross Profit

Gross profit for the three months ended September 30, 2024 was $147,591 thousand, representing a gross margin on the sale of branded cannabis flower and processed and packaged products including concentrates, edibles, topicals and other cannabis products, of 51%. This is compared to gross profit for the three months ended September 30, 2023 of $133,806 thousand, or a 49% gross margin. The increase in gross profit (dollars) was directly attributable to the revenue increase as described above. The increase in gross margin (percent) was primarily driven by operational leverage from the Company's Consumer Packaged Goods business, as described above, and lower costs associated with the purchase of Retail inventory.

Total Expenses

Total expenses for the three months ended September 30, 2024 were $104,967 thousand, or 37% of revenues, net of discounts, an increase of $20,188 thousand compared to the same period in the prior year. Total expenses for the three months ended September 30, 2023 were $84,779 thousand or 31% of revenues, net of discounts. The increase in total expenses was attributable to increased costs associated with ongoing claims and litigation and increased costs associated with the opening and operation of new Retail stores as described above.

Total Other Income (Expense)

Total other income (expense) for the three months ended September 30, 2024 was $(2,921) thousand, a favorable change of $773 thousand, primarily due to favorable fair value adjustments on the Company's warrant liability during the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

Income Before Provision for Income Taxes and Non-Controlling Interest

Income before provision for income taxes and non-controlling interest for the three months ended September 30, 2024 was $39,703 thousand, a decrease of $5,630 thousand compared to the three months ended September 30, 2023.

As presented under the heading “Non-GAAP Measures” below, after adjusting for non-cash equity incentive compensation of $8,349 thousand and $7,215 thousand in the three months ended September 30, 2024 and 2023, respectively, and other nonoperating expenses of $9,727 thousand and $1,119 thousand in three months ended September 30, 2024 and 2023, respectively, adjusted earnings before interest, depreciation, and amortization (“Adjusted EBITDA”) was $89,192 thousand and $82,989 thousand, respectively.

Provision for Income Taxes

Income tax expense is recognized based on the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end. For the three months ended September 30, 2024, federal and state income tax expense totaled $30,922 thousand compared to expense of $34,526 thousand for the three months ended September 30, 2023.

31


 

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

 

Revenues, net of Discounts

 

Revenues, net of discounts for the nine months ended September 30, 2024 was $842,818 thousand, an increase of 9% from $776,322 for the nine months ended September 30, 2023. The increase in revenue was largely due to expansion of adult-use market in Maryland, growth in Consumer Packaged Goods revenues in New York and New Jersey, legalization of adult-use sales in Ohio, as well as revenue generated from new retail stores opened in the current period, partially offset by price compression and increased competition in certain markets.

 

The Company generated revenue from 98 retail stores during the period compared to 85 in the same period of the prior year. Since September 30, 2023, the Company has opened twelve new Retail stores in Florida and two new Retail stores in New York. The Company also disposed of one Retail store in Massachusetts.

Cost of Goods Sold

 

Cost of goods sold are derived from retail purchases made by the Company from its third-party licensed producers operating within our state markets and costs related to the internal cultivation and production of cannabis. Cost of goods sold for the nine months ended September 30, 2024 was $399,778 thousand, an increase of 2% from $392,515 thousand for the nine months ended September 30, 2023, driven by increased volume from the launch of adult-use sales in Maryland as described above, and new retail store openings since September 30, 2023 in Florida and New York.

 

Gross Profit

 

Gross profit for the nine months ended September 30, 2024 was $443,040 thousand, representing a gross margin on the sale of branded cannabis flower and processed and packaged products including concentrates, edibles, topicals and other cannabis products, of 53%. This is compared to gross profit for the nine months ended September 30, 2023 of $383,807 thousand or a 49% gross margin. The increase in gross profit (dollars) was directly attributable to the revenue increase as described above, while the increase in gross margin (percent) was primarily driven by operational leverage from the Company's CPG business, as described above, and lower costs associated with the purchase of Retail inventory.

 

Total Expenses

 

Total expenses for the nine months ended September 30, 2024 were $275,725 thousand or 33% of revenues, net of discounts, an increase of $26,210 thousand over the same period in the prior year. Total expenses for the nine months ended September 30, 2023 were $249,515 thousand or 32% of revenues, net of discounts. The increase in total expenses was attributable to increased costs associated with ongoing claims and litigation and increased costs associated with the opening and operation of new Retail stores as described above. The increase in total expenses was partially offset by favorable fair value adjustments associated with the Company's contingent consideration arrangements recorded during the nine months ended September 30, 2024.

 

Total Other Income (Expense)

 

Total other income (expense) for the nine months ended September 30, 2024 was $(11,298) thousand, an unfavorable change of $4,835 thousand over the same period in the prior year, primarily due to a decrease in capitalized interest during the nine months ended September 30, 2024.

 

Income Before Provision for Income Taxes and Non-Controlling Interest

 

Income before provision for income taxes and non-controlling interest for the nine months ended September 30, 2024 was $156,017 thousand, an increase of $28,188 thousand compared to the nine months ended September 30, 2023.

 

As presented under the heading “Non-GAAP Measures” below, after adjusting for non-cash equity incentive compensation of $23,705 thousand and $20,835 thousand, and other nonoperating (income) expenses, of $(1,736) thousand and $6,549 thousand in the nine months ended September 30, 2024 and 2023, respectively, Adjusted EBITDA was $273,536 thousand and $235,039 thousand, respectively.

 

32


 

Provision for Income Taxes

 

Income tax expense is recognized based on the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end. For the nine months ended September 30, 2024, federal and state income tax expense totaled $94,970 thousand compared to expense of $93,927 thousand for the nine months ended September 30, 2023.

Results of Operations by Segment

The following table summarizes revenues, net of discounts by segment for the three and nine months ended September 30, 2024 and 2023:

 

 

 

Three Months Ended September 30,

 

QTD Change

 

 

2024

 

2023

 

$

%

 

 

(in thousands)

 

Increase (Decrease)

Retail

$

206,124

$

205,441

$

683

0%

Consumer Packaged Goods

 

165,500

 

150,425

 

15,075

10%

Intersegment Eliminations

 

(84,759)

 

(80,468)

 

4,291

5%

Total Revenues, Net of Discounts

$

286,865

$

275,398

$

11,467

4%

 

 

 

Nine Months Ended September 30,

 

2024 vs. 2023

 

 

2024

 

2023

 

$
Change

%
Change

 

 

(in thousands)

 

Increase (Decrease)

Retail

$

614,558

$

582,363

$

32,195

6%

Consumer Packaged Goods

 

471,735

 

412,096

 

59,639

14%

Intersegment Eliminations

 

(243,475)

 

(218,137)

 

25,338

12%

Total Revenues, Net of Discounts

$

842,818

$

776,322

$

66,496

9%

Three Months Ended September 30, 2024 Compared with the Three Months Ended September 30, 2023

Revenues, net of discounts, for the Retail segment were $206,124 thousand, an increase of $683 thousand, compared to the three months ended September 30, 2023. The increase in Retail revenues, net of discounts, was primarily driven by the expansion of the adult-use market in New York and Maryland, legalization of adult-use sales in Ohio and revenue generated from new retail stores, primarily offset by price compression and increased competition in certain markets.

Revenues, net of discounts, for the Consumer Packaged Goods segment were $165,500 thousand, an increase of $15,075 thousand or 10%, compared to the three months ended September 30, 2023. The increase in Consumer Packaged Goods revenues, net of discounts, was primarily driven by the increased production due to the completion of various construction projects in late 2023.

Intersegment eliminations associated with the Consumer Packaged Goods segment were $(84,759) thousand, an increase of $4,291 thousand or 5% compared to the three months ended September 30, 2023. The increase in intersegment eliminations was driven by increased intercompany sales, primarily to Company-owned Retail stores in Florida, New York and Pennsylvania. Consumer Packaged Goods revenues, net of intersegment eliminations, made up 28% of total revenues during the three months ended September 30, 2024 as compared to 25% during the three months ended September 30, 2023.

Due to the vertically integrated nature of the business, the Company reviews its revenue at the Retail and Consumer Packaged Goods level while reviewing its operating results on a consolidated basis.

 

 

 

 

 

33


 


Nine Months Ended September 30, 2024 Compared with the Nine Months Ended September 30, 2023

 

Revenues, net of discounts for the Retail segment were $614,558, an increase of $32,195 or 6%, compared to the nine months ended September 30, 2023. The increase in Retail revenues, net of discounts, was primarily driven by the legalization of adult-use sales in Maryland, continued growth in existing markets, as well as revenue generated from new retail stores opened in the current period, partially offset by price compression and increased competition in certain markets.

 

Revenues, net of discounts, for the Consumer Packaged Goods segment were $471,735 thousand, an increase of $59,639 thousand or 14%, compared to the nine months ended September 30, 2023. The increase in Consumer Packaged Goods revenues was primarily driven by the expansion of adult-use sales in Maryland, New York, New Jersey and Ohio, as described above, as well as increased production associated with the completion of various construction projects in 2023.

Intersegment eliminations associated with the Consumer Packaged Goods segment were $243,475 thousand, an increase of $25,338 thousand or 12% compared to the nine months ended September 30, 2023. The increase in intersegment eliminations was driven by increased intercompany sales to Company-owned retail stores primarily in Maryland, Pennsylvania, and New York. Consumer Packaged Goods revenues, net of intersegment eliminations, made up 27% of total revenues during the nine months ended September 30, 2024 as compared to 25% during the nine months ended September 30, 2023.

 

Due to the vertically integrated nature of the business, the Company reviews its revenue at the Retail and Consumer Packaged Goods level while reviewing its operating results on a consolidated basis.

Drivers of Results of Operations

Revenue

The Company derives its revenue from two revenue streams: a Consumer Packaged Goods business in which it manufactures, sells and distributes its portfolio of Consumer Packaged Goods brands including &Shine, Beboe, Dogwalkers, Dr. Solomon’s, Good Green, incredibles, and RYTHM, primarily to third-party customers; and a Retail business in which it sells finished goods sourced primarily from third-party cannabis manufacturers in addition to the Company’s own Consumer Packaged Goods products direct to the end consumer in its Retail stores, as well as direct-to-consumer delivery where permitted by state law.

For the three and nine months ended September 30, 2024, revenue was contributed from Retail and Consumer Packaged Goods sales across California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Virginia.

Gross Profit

Gross profit is revenue less cost of goods sold. Cost of goods sold includes the costs directly attributable to product sales and includes amounts paid for finished goods, such as flower, edibles, and concentrates, as well as packaging and other supplies, fees for services and processing, and allocated overhead which includes allocations of rent, utilities and related costs. Cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis product, which may create fluctuations in gross profit over comparative periods as the regulatory environment changes. Gross margin measures our gross profit as a percentage of revenue.

During the three and nine months ended September 30, 2024, the Company continued to be focused on creating sustainable, profitable growth of the Company’s business within its current markets while considering strategic acquisition and partnership opportunities.

Total Expenses

Total expenses other than the cost of goods sold consist of selling costs to support customer relationships and marketing and branding activities. It also includes a significant investment in the corporate infrastructure required to support the Company’s ongoing business.

34


 

Retail selling costs generally correlate to revenue. As new locations begin operations, these locations generally experience higher selling costs as a percentage of revenue compared to more established locations, which experience a more constant rate of selling costs. As a percentage of sales, the Company expects selling costs to remain constant in the more established locations and increase in the newer locations as business continues to grow.

General and administrative expenses also include costs incurred at the Company’s corporate offices, primarily related to back office personnel costs, including salaries, incentive compensation, benefits, stock-based compensation and other professional service costs, and fair value adjustments on the Company's contingent consideration arrangements. The Company expects to continue to invest considerably in this area to support the business by attracting and retaining top-tier talent. Furthermore, the Company anticipates an increase in stock-based compensation expenses related to recruiting and hiring talent, along with legal and professional fees associated with being a publicly traded company in Canada and registered with the SEC.

Provision for Income Taxes

The Company is subject to income taxes in the jurisdictions in which it operates and, consequently, income tax expense is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events. As the Company operates in the federally illegal cannabis industry, it is subject to the limitations of the U.S. Internal Revenue Code of 1986, as amended (“IRC”) Section 280E, under which taxpayers are only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E and a higher effective tax rate than most industries. Therefore, the effective tax rate can be highly variable and may not necessarily correlate to pre-tax income or loss.

Non-GAAP Measures

EBITDA, and Adjusted EBITDA are non-GAAP measures and do not have standardized definitions under GAAP. The following information provides reconciliations of the supplemental non-GAAP financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

 

(in thousands)

 

 

(in thousands)

Net Income Before Non-Controlling Interest

$

8,781

$

10,807

 

$

61,047

$

33,902

Interest Income, net

 

(2,665)

 

(1,576)

 

 

(7,082)

 

(4,838)

Interest Expense, net

 

5,296

 

4,639

 

 

18,791

 

11,324

Provision for Income Taxes

 

30,922

 

34,526

 

 

94,970

 

93,927

Total Other Expense (Income)

 

290

 

631

 

 

(411)

 

(23)

Depreciation and Amortization

 

28,492

 

25,628

 

 

84,252

 

73,363

Earnings before interest, taxes, depreciation and
   amortization (EBITDA) (non-GAAP measure)

$

71,116

$

74,655

 

$

251,567

$

207,655

Stock-based Compensation, Non-cash

 

8,349

 

7,215

 

 

23,705

 

20,835

Acquisition, Transaction and Other Non-operating Costs (Income)

 

9,727

 

1,119

 

 

(1,736)

 

6,549

Adjusted EBITDA (Non-GAAP Measure)

$

89,192

$

82,989

 

$

273,536

$

235,039

 

35


 

Liquidity, Financing Activities During the Period, and Capital Resources

As of September 30, 2024, and December 31, 2023 the Company had total current liabilities of $160,669 thousand and $126,050 thousand, respectively, and cash and cash equivalents of $173,641 thousand and $161,634 thousand, respectively, to meet its current obligations. The Company had working capital of $231,205 thousand as of September 30, 2024, an increase of $14,493 thousand as compared to December 31, 2023. This increase in working capital was primarily driven by an increase in inventory.

The Company generates cash from its operations and deploys its capital reserves to acquire and develop assets capable of producing additional revenues and earnings over both the immediate and long term. Capital reserves are primarily being utilized for capital expenditures, facility improvements, strategic investment opportunities, product development and marketing, as well as customer, supplier, and investor and industry relations.

The Company takes a cautious approach in allocating its capital to maximize its returns while ensuring appropriate liquidity. Given the current uncertainty of the future economic environment, the Company has taken additional measures in monitoring and deploying its capital to minimize the negative impact on its current operations and expansion plans.

Cash Flows

Cash Provided by (Used in) Operating, Investing and Financing Activities

Net cash provided by (used in) operating, investing and financing activities for the nine months ended September 30, 2024 and 2023 were as follows:

 

 

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

(in thousands)

Net Cash Provided by Operating Activities

$

151,845

$

153,872

Net Cash Used in Investing Activities

$

(53,435)

$

(187,444)

Net Cash Used in Financing Activities

$

(86,403)

$

(7,268)

Off-Balance Sheet Arrangements

As of September 30, 2024, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

Changes in or Adoption of Accounting Practices

Refer to the discussion of recently adopted/issued accounting pronouncements under Part I, Item 1, Notes to Unaudited Interim Condensed Consolidated Financial Statements, Note 1—Overview and Basis of Presentation.

Critical Accounting Policies and Significant Judgments and Estimates

There were no material changes to our critical accounting policies and estimates from the information provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2023 Form 10-K.

36


 

ITEM 3. QUANTITAVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our market risk disclosures as set forth in Part II Item 7A of our 2023 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company's management carried out an evaluation under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon that evaluation, management concluded that our disclosure controls and procedures were effective as of September 30, 2024.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the third quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Control Systems

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

37


 

PART II — OTHER INFORMATION

The Company is a party to a variety of legal proceedings that arise out of operations in the normal course of business. While the results of these legal proceedings cannot be predicted with certainty, the Company believes that the final outcome of these proceedings will not have a material adverse effect, individually or in the aggregate, on our results of operations or financial condition.

 

ITEM 1A. RISK FACTORS

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our 2023 Form 10-K.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

 

Subordinate Voting Shares

 

None.

 

Multiple Voting Shares

 

None.

 

Super Voting Shares

 

None.

Recent Issuer Purchases of Equity Securities

The following table sets forth repurchases of our Subordinate Voting Shares during the nine months ended September 30, 2024:

 

(Dollars in thousands except per share amounts)

Period

Total Number of Shares Purchased

 

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Program (1)

 

Approximate Dollar Value of Shares that may yet be Purchased Under the Program

January 1, 2024 through January 31, 2024

$

$

February 1, 2024 through February 29, 2024

 

 

March 1, 2024 through March 31, 2024

1,067,000

 

12.27

1,067,000

 

46,600

April 1, 2024 through April 30, 2024

 

 

May 1, 2024 through May 31, 2024

659,100

 

12.05

659,100

 

38,660

June 1, 2024 through June 30, 2024

998,900

 

12.33

998,900

 

26,700

July 1, 2024 through July 31, 2024

 

 

August 1, 2024 through August 31, 2024

 

 

September 1, 2024 through September 30, 2024

 

 

50,000

 

2,725,000

$

12.27

2,725,000

$

50,000

(1) Following the expiration of the Company's previous share program on September 10, 2024, on September 13, 2024, the Company's Board of Directors authorized a share repurchase program that allows the Company to repurchase up to 10,573,860 of its Subordinate Voting Shares over a 12-month period at an aggregate cost of up to $50,000 thousand. The share repurchase program commenced on September 23, 2024.

Under the Company's original share repurchase program, a total of 6,568,125 Subordinate Voting Shares were repurchased for $73,304 thousand of which 2,725,000 Subordinate Voting Shares for $33,448 thousand were repurchased during the nine months ended September 30, 2024.

38


 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

 

Trading Arrangements

During the quarter ended September 30, 2024, none of the Company's directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in the Item 408(a) of Regulation S-K.

39


 

ITEM 6. EXHIBITS

The following exhibits are filed with this report:

 

  10.1

AMENDMENT NO. 3 TO THE GREEN THUMB INDUSTRIES INC. 2018 STOCK AND INCENTIVE PLAN

 

 

  31.1

CERTIFICATE OF CHIEF EXECUTIVE OFFICER

  31.2

CERTIFICATE OF CHIEF FINANCIAL OFFICER

  32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

101.Ins

Inline XBRL Instance Document

101.Scs

Inline XBRL Taxonomy Extension Schema Document

101.Cal

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.Def

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.Lab

Inline XBRL Taxonomy Extension Label Linkbase Document

101.Pre

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

104

Cover Page Interactive Data File (embedded with Inline XBRL File)

 

40


 

SIGNATURES

Pursuant to requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

GREEN THUMB INDUSTRIES INC.

/s/Benjamin Kovler

By: Benjamin Kovler

Title: Chief Executive Officer

Date: November 8, 2024

 

GREEN THUMB INDUSTRIES INC.

/s/Mathew Faulkner

By: Mathew Faulkner

Title: Chief Financial Officer

Date: November 8, 2024

 

41


Exhibit 10.1

AMENDMENT NO. 3 TO

THE GREEN THUMB INDUSTRIES INC.

2018 STOCK AND INCENTIVE PLAN

 

 

Effective September 9, 2024, the Green Thumb Industries Inc. 2018 Stock and Incentive Plan (the “Plan”) is amended as follows:

1.
Section 2(p) shall be deleted and replaced in its entirety with the following:

Fair Market Value” with respect to one Share as of any date shall mean (a) if the Shares are listed on any established stock exchange in the United States, the price of one Share at the close of the regular trading session of such exchange on such date, and if no sale of Shares shall have occurred on such date, on the preceding date on which there was a sale of Shares; (b) if the Shares are not so listed on any established stock exchange in the United States, the closing price quoted by the OTCQX Best Market on such date or, if there are no sale of Shares on such date, on the preceding date for which there was a sale of Shares; or (c) if the Shares are not publicly traded as of such date, the per share value of one Share, as determined by the Board, or any duly authorized Committee of the Board, in its sole discretion, by applying principles of valuation with respect thereto.

 

 

 

 


Exhibit 31.1

CERTIFICATE OF CHIEF EXECUTIVE OFFICER

I, Benjamin Kovler, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Green Thumb Industries Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

/s/Benjamin Kovler

By: Benjamin Kovler

Title: Chief Executive Officer

Date: November 8, 2024


Exhibit 31.2

CERTIFICATE OF CHIEF FINANCIAL OFFICER

I, Mathew Faulkner, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Green Thumb Industries Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

/s/Mathew Faulkner

By: Mathew Faulkner

Title: Chief Financial Officer

Date: November 8, 2024


 

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Green Thumb Industries Inc. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Benjamin Kovler, Chief Executive Officer, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

/s/Benjamin Kovler

By: Benjamin Kovler

Title: Chief Executive Officer

Date: November 8, 2024


 

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Green Thumb Industries Inc. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mathew Faulkner, Chief Financial Officer, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

/s/Mathew Faulkner

By: Mathew Faulkner

Title: Chief Financial Officer

Date: November 8, 2024


v3.24.3
Cover Page - shares
9 Months Ended
Sep. 30, 2024
Nov. 01, 2024
Document Information [Line Items]    
Document Type 10-Q  
Entity Interactive Data Current Yes  
Amendment Flag false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Entity File Number 000-56132  
Entity Registrant Name GREEN THUMB INDUSTRIES INC.  
Entity Central Index Key 0001795139  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Address, Address Line One 325 West Huron Street  
Entity Address, Address Line Two Suite 700  
Entity Address, City or Town Chicago  
Entity Address, State or Province IL  
Entity Address, Postal Zip Code 60654  
Entity Tax Identification Number 98-1437430  
City Area Code 312  
Local Phone Number 471-6720  
Entity Incorporation, State or Country Code A1  
Document Quarterly Report true  
Document Transition Report false  
Subordinate Voting Shares [member]    
Document Information [Line Items]    
Title of 12(g) Security Subordinate Voting Shares  
Entity Common Stock, Shares Outstanding   212,043,394
Super Voting Shares [member]    
Document Information [Line Items]    
Title of 12(g) Security Super Voting Shares  
Entity Common Stock, Shares Outstanding   206,690
Multiple Voting Shares [Member]    
Document Information [Line Items]    
Title of 12(g) Security Multiple Voting Shares  
Entity Common Stock, Shares Outstanding   37,623
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current Assets:    
Cash and Cash Equivalents $ 173,641 $ 161,634
Accounts Receivable, Net 48,962 42,975
Income Tax Receivable 5,487 0
Inventories, Net 138,283 112,970
Prepaid Expenses 18,164 19,801
Other Current Assets 7,337 5,382
Total Current Assets 391,874 342,762
Property and Equipment, Net 695,666 687,106
Right of Use Assets, Net 245,978 238,369
Investments 61,422 64,361
Investment in Associates 21,934 24,942
Note Receivable 3,893 550
Intangible Assets, Net 500,860 538,678
Goodwill 589,691 589,691
Deferred Tax Assets 1,041 1,041
Deposits and Other Assets 2,513 2,557
TOTAL ASSETS 2,514,872 2,490,057
Current Liabilities:    
Accounts Payable 19,848 24,495
Accrued Liabilities 75,584 59,552
Compensation Payable 19,295 16,005
Current Portion of Notes Payable 9,397 2,996
Current Portion of Lease Liabilities 13,329 12,297
Income Tax Payable 23,216 10,705
Total Current Liabilities 160,669 126,050
Long-Term Liabilities:    
Lease Liabilities, Net of Current Portion 260,790 249,464
Notes Payable, Net of Current Portion and Debt Discount 246,182 305,527
Contingent Consideration Payable 0 33,250
Deferred Income Taxes 72,510 72,510
TOTAL LIABILITIES 740,151 786,801
COMMITMENTS AND CONTINGENCIES
SHARE HOLDERS' EQUITY    
Share Capital 1,748,788 1,703,852
Contributed (Deficit) Surplus (25,520) 7,871
Deferred Share Issuances 12,973 12,973
Accumulated Earnings (Deficit) 38,586 (21,818)
Equity of Green Thumb Industries Inc. 1,774,827 1,702,878
Noncontrolling interests (106) 378
TOTAL SHAREHOLDERS' EQUITY 1,774,721 1,703,256
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,514,872 $ 2,490,057
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - shares
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Subordinate Voting Shares [Member]    
Common Stock, Shares Authorized Unlimited Unlimited
Common Stock, Shares, Issued 211,718,705 209,871,792
Common Stock, Shares, Outstanding 211,718,705 209,871,792
Multiple Voting Shares [Member]    
Common Stock, Shares Authorized Unlimited Unlimited
Common Stock, Shares, Issued 37,683 38,531
Common Stock, Shares, Outstanding 37,683 38,531
Super Voting Shares [Member]    
Common Stock, Shares Authorized Unlimited Unlimited
Common Stock, Shares, Issued 206,690 216,690
Common Stock, Shares, Outstanding 206,690 216,690
v3.24.3
Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Revenues, Net of Discounts $ 286,865 $ 275,398 $ 842,818 $ 776,322
Cost of Goods Sold (139,274) (141,592) (399,778) (392,515)
Gross Profit 147,591 133,806 443,040 383,807
Expenses:        
Selling, General, and Administrative 104,967 84,779 275,725 249,515
Total Expenses 104,967 84,779 275,725 249,515
Income From Operations 42,624 49,027 167,315 134,292
Other Income (Expense):        
Other (Expense) Income, Net (290) (631) 411 23
Interest Income, Net 2,665 1,576 7,082 4,838
Interest Expense, Net (5,296) (4,639) (18,791) (11,324)
Total Other Expense (2,921) (3,694) (11,298) (6,463)
Income Before Provision for Income Taxes And Non-Controlling Interest 39,703 45,333 156,017 127,829
Provision For Income Taxes 30,922 34,526 94,970 93,927
Net Income Before Non-Controlling Interest 8,781 10,807 61,047 33,902
Net Income Attributable to Non-Controlling Interest 165 295 643 851
Net Income Attributable To Green Thumb Industries Inc. $ 8,616 $ 10,512 $ 60,404 $ 33,051
Net Income Per Share - Basic $ 0.04 $ 0.05 $ 0.26 $ 0.14
Net Income Per Share - Diluted $ 0.04 $ 0.05 $ 0.26 $ 0.14
Weighted Average Number of Shares Outstanding - Basic 236,303,348 239,459,783 236,821,181 238,248,852
Weighted average Number of Shares Outstanding - Diluted 238,295,887 240,289,959 239,934,521 239,827,112
v3.24.3
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($)
$ in Thousands
Total
Share Capital [Member]
Contributed Surplus (Deficit) [Member]
Deferred Share Issuance [Member]
Accumulated Earnings (Deficit) [Member]
Non-Controlling Interest [Member]
Beginning balance at Dec. 31, 2022 $ 1,665,432 $ 1,663,557 $ 23,233 $ 36,211 $ (58,085) $ 516
Issuance of deferred shares   20,454   (20,454)    
Distribution of Contingent Consideration 12,524 12,524        
Indemnification of deferred shares associated with post acquisition costs (2,784)     (2,784)    
Exercise of options and RSUs 2,683 5,809 (3,126)      
Stock-based compensation 20,835   20,835      
Distributions to non-controlling interest holders (803)         (803)
Repurchase of Subordinate Voting Shares (24,890)   (24,890)      
Net income 33,902       33,051 851
Ending balance at Sep. 30, 2023 1,706,899 1,702,344 16,052 12,973 (25,034) 564
Beginning balance at Jun. 30, 2023 1,705,816 1,693,429 34,421 12,973 (35,546) 539
Distribution of Contingent Consideration 6,454 6,454        
Exercise of options and RSUs 1,767 2,461 (694)      
Stock-based compensation 7,215   7,215      
Distributions to non-controlling interest holders (270)         (270)
Repurchase of Subordinate Voting Shares (24,890)   (24,890)      
Net income 10,807       10,512 295
Ending balance at Sep. 30, 2023 1,706,899 1,702,344 16,052 12,973 (25,034) 564
Beginning balance at Dec. 31, 2023 1,703,256 1,703,852 7,871 12,973 (21,818) 378
Distribution of Contingent Consideration 17,259 17,259        
Exercise of options and RSUs 9,962 16,818 (6,856)      
Stock-based compensation 23,705   23,705      
Options exercised through net share settlement (5,933) 10,859 (16,792)      
Distributions to non-controlling interest holders (1,127)         (1,127)
Repurchase of Subordinate Voting Shares (33,448)   (33,448)      
Net income 61,047       60,404 643
Ending balance at Sep. 30, 2024 1,774,721 1,748,788 (25,520) 12,973 38,586 (106)
Beginning balance at Jun. 30, 2024 1,753,956 1,742,784 (31,865) 12,973 29,970 94
Exercise of options and RSUs 4,024 6,028 (2,004)      
Stock-based compensation 8,349   8,349      
Options exercised through net share settlement (24) (24)        
Distributions to non-controlling interest holders (365)         (365)
Net income 8,781       8,616 165
Ending balance at Sep. 30, 2024 $ 1,774,721 $ 1,748,788 $ (25,520) $ 12,973 $ 38,586 $ (106)
v3.24.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
CASH FLOW FROM OPERATING ACTIVITIES    
Net Income (Loss) $ 60,404 $ 33,051
Net income attributable to non-controlling interest 643 851
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 84,252 73,363
Amortization of operating lease assets 41,622 35,996
Loss on disposal of property and equipment 1,163 2,815
Impairment of long-lived property and equipment 450 285
Loss on equity method investments 2,184 952
Loss from lease modification 219 87
Stock based compensation 23,705 20,835
(Increase) decrease in fair value of investments (256) 153
Gain on settlement of contingent consideration (15,991) 0
Increase in fair value of contingent consideration 0 3,370
Decrease in fair value of warrants (2,389) (934)
Gain on indemnification of deferred shares associated with post acquisition costs. 0 (2,784)
Amortization of debt discount 2,914 7,128
Changes in operating assets and liabilities:    
Accounts receivable, net (5,987) (7,673)
Inventories, net (25,313) (2,870)
Prepaid expenses and other current assets 1,391 (1,129)
Deposits and other assets 44 536
Accounts payable (4,647) 4,084
Accrued liabilities 17,504 4,052
Operating lease liabilities (37,091) (32,114)
Income tax receivable and payable, net 7,024 13,818
NET CASH PROVIDED BY OPERATING ACTIVITIES 151,845 153,872
CASH FLOW FROM INVESTING ACTIVITIES    
Purchases of property and equipment (52,992) (183,594)
Proceeds from disposal of property and equipment 345 319
Investments in securities and associates (7,803) (4,500)
Proceeds from equity investments and notes receivable 7,015 331
NET CASH USED IN INVESTING ACTIVITIES (53,435) (187,444)
CASH FLOW FROM FINANCING ACTIVITIES    
Distributions to non-controlling interest holders (1,127) (803)
Repurchase of Subordinate Voting Shares (33,448) (24,890)
Payments for taxes related to net share settlement of equity awards (5,933) 0
Proceeds from exercise of options and RSUs 9,962 2,683
Proceeds from issuance of notes payable 170,923 16,654
Principal repayment of notes payable (226,780) (912)
NET CASH USED IN FINANCING ACTIVITIES (86,403) (7,268)
CASH AND CASH EQUIVALENTS:    
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 12,007 (40,840)
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD 161,634 177,682
CASH AND CASH EQUIVALENTS END OF PERIOD 173,641 136,842
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION    
Interest paid 16,555 15,564
NONCASH INVESTING AND FINANCING ACTIVITIES    
Accrued capital expenditures 3,958 (10,115)
Noncash increase in right of use asset (11,937) (5,599)
Noncash increase in lease liability 11,937 5,599
Issuance of shares associated with contingent consideration 17,259 12,524
Deferred share distributions $ 0 $ (20,454)
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 8,616 $ 10,512 $ 60,404 $ 33,051
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Overview and Basis of Presentation
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Overview and Basis of Presentation

1. Overview and Basis of Presentation

 

 

(a) Description of Business

Green Thumb Industries Inc. (“Green Thumb,” the “Company,” “we” or “us”), a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while being committed to community and sustainable, profitable growth. Green Thumb owns, manufactures, and distributes a portfolio of cannabis consumer packaged goods brands including &Shine, Beboe, Dogwalkers, Doctor Solomon’s, Good Green, incredibles, and RYTHM, to third-party retail stores across the United States as well as to Green Thumb owned retail locations. The Company also owns and operates retail cannabis stores that include a national chain named RISE Dispensaries that sell our products and third-party products. As of September 30, 2024, Green Thumb has revenue in fourteen markets (California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Virginia), employs approximately 4,800 people and serves millions of patients and customers annually.

The Company’s registered office is located at 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8. The Company’s U.S. headquarters are at 325 W. Huron St., Suite 700, Chicago, IL 60654.

 

(b) Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Green Thumb and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities & Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and, accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Certain previously reported amounts have been reclassified between line items to conform to the current period presentation. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.

 

(c) Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies as described in Note 2 to the Company's Consolidated Financial Statements included in the 2023 Form 10-K.

 

(d) Earnings per Share

Basic earnings per share is calculated using the treasury stock method, by dividing the net earnings attributable to shareholders by the weighted average number of common shares outstanding during each of the periods presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding common shares and consequently are not included in the earnings per share calculation. Diluted earnings per share is calculated using the treasury stock method by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. The Company has three categories of potentially dilutive common share equivalents: restricted stock units, stock options and warrants. As of September 30, 2024, the Company had 8,491,983 options, 4,561,819 restricted stock units and 2,128,022 warrants outstanding. As of September 30, 2023, the Company had 10,229,895 options, 3,499,193 restricted stock units and 3,734,555 warrants outstanding.

1. Overview and Basis of Presentation (Continued)

 

(d) Earnings per Share (Continued)

In order to determine diluted earnings per share, it is assumed that any proceeds from the vesting of dilutive unvested restricted stock units, or exercise of unvested stock options and warrants would be used to repurchase common shares at the average market price during the period. Under the treasury stock method, the diluted earnings per share calculation excludes any potential conversion of stock options and convertible debt that would increase earnings per share or decrease loss per share. For the three months ended September 30, 2024, the computation of diluted earnings per share included 1,001,228 options, 923,686 restricted stock units, and 67,625 warrants. For the nine months ended September 30, 2024, the computation of diluted earnings per share included 1,339,591 options, 1,669,708 restricted stock units, and 104,041 warrants. For the three months ended September 30, 2023, the computation of diluted earnings per share included 211,651 options and 618,525 restricted stock units. For the nine months ended September 30, 2023, the computation of diluted earnings per share included 153,215 options and 1,425,045 restricted stock units. There were no dilutive warrants during the three and nine months ended September 30, 2023 as the strike price was greater than the average stock price for the period. For the three and nine months ended September 30, 2024, the weighted average number of anti-dilutive stock options excluded from the computation of diluted earnings per share were 869,491 and 918,465, respectively. For the three and nine months ended September 30, 2023, the weighted average number of anti-dilutive stock options excluded from the computation of diluted earnings per share were 2,349,064 and 3,198,625, respectively.

 

(e) Recently Issued Accounting Standards

(i)
In November 2023, the FASB issued Accounting Standards Update (ASU”) No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, to provide enhanced segment disclosures. The standard will require disclosures about significant segment expense categories and amounts for each reportable segment, for all periods presented. Additionally, the standard requires public entities to disclose the title and position of the Chief Operating Decision Maker (CODM”) in the consolidated financial statements. These enhanced disclosures are required for all entities on an interim and annual basis, effective for fiscal years beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
(ii)
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024 and early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no other standards yet to be adopted which are relevant to the business for disclosure.

v3.24.3
Inventories
9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Inventories

2. INVENTORIES

 

 

The Company’s inventories include the following at September 30, 2024 and December 31, 2023:

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Raw Material

$

2,961

$

1,547

Packaging and Miscellaneous

 

11,806

 

10,661

Work in Process

 

54,764

 

47,029

Finished Goods

 

72,566

 

57,631

Reserve for Obsolete Inventory

 

(3,814)

 

(3,898)

Total Inventories, Net

$

138,283

$

112,970

v3.24.3
Property and Equipment
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment

3. PROPERTY AND EQUIPMENT

 

 

At September 30, 2024 and December 31, 2023, property and equipment consisted of the following:

 

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Buildings and Improvements

$

354,054

$

353,912

Equipment, Computers and Furniture

 

189,736

 

171,522

Leasehold Improvements

 

229,964

 

200,232

Land

 

33,725

 

33,725

Land Improvements

 

1,538

 

1,046

Assets Under Construction

 

27,388

 

23,142

Capitalized Interest

 

31,944

 

30,817

Total Property and Equipment

 

868,349

 

814,396

Less: Accumulated Depreciation

 

(172,683)

 

(127,290)

Property and Equipment, net

$

695,666

$

687,106

 

Assets under construction represent costs associated with construction projects on cultivation and production facilities and retail stores as well as costs associated with internal-use software not yet placed in service.

Depreciation expense for the three and nine months ended September 30, 2024 totaled $15,918 thousand and $46,434 thousand, respectively, of which $10,240 thousand and $29,963 thousand, respectively, is included in cost of goods sold. Depreciation expense for the three and nine months ended September 30, 2023 totaled $12,885 thousand and $35,266 thousand, respectively, of which $8,298 thousand and $23,348 thousand, respectively, is included in cost of goods sold.

v3.24.3
Intangible Assets And Goodwill
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets and Goodwill

4. INTANGIBLE ASSETS AND GOODWILL

 

 

(a) Intangible Assets

Intangible assets are recorded at cost less accumulated amortization and impairment losses. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is provided on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively.

At September 30, 2024 and December 31, 2023, intangible assets consisted of the following:

 

 

 

September 30, 2024

 

December 31, 2023

 

 

Gross Carrying Amount

 

Accumulated Amortization

 

Net Book Value

 

Gross Carrying Amount

 

Accumulated Amortization

 

Net Book Value

 

 

(in thousands)

 

(in thousands)

Licenses and Permits

$

660,716

$

190,838

$

469,878

$

660,716

$

157,764

$

502,952

Trademarks

 

41,511

 

15,422

 

26,089

 

41,511

 

13,378

 

28,133

Customer Relationships

 

24,438

 

19,545

 

4,893

 

24,438

 

16,927

 

7,511

Non-Competition Agreements

 

2,565

 

2,565

 

 

2,565

 

2,483

 

82

Total Intangible Assets

$

729,230

$

228,370

$

500,860

$

729,230

$

190,552

$

538,678

The Company recorded amortization expense for the three and nine months ended September 30, 2024 of $12,574 thousand and $37,818 thousand, respectively. The Company recorded amortization expense for the three and nine months ended September 30, 2023 of $12,743 thousand and $38,097 thousand, respectively. As of September 30, 2024 and December 31, 2023, intangible assets are carried net of accumulated impairment losses of $31,131 thousand as of each period then ended.

The following table outlines the estimated annual amortization expense related to intangible assets as of September 30, 2024:

 

 

Estimated
Amortization

Year Ending December 31,

 

(in thousands)

Remainder of 2024

$

12,574

2025

 

50,294

2026

 

47,332

2027

 

46,803

2028

 

46,803

2029 and Thereafter

 

297,054

 

$

500,860

As of September 30, 2024, the weighted average amortization period remaining for intangible assets was 10.68 years.

(b) Goodwill

At September 30, 2024 and December 31, 2023 the balances of goodwill, by segment, consisted of the following:

 

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Retail

$

273,802

$

273,802

Consumer Packaged Goods

 

315,889

 

315,889

Total

$

589,691

$

589,691

 

Goodwill is recognized net of accumulated impairment losses of $57,372 thousand as of September 30, 2024 and December 31, 2023. During the three and nine months ended September 30, 2024 and 2023, there were no goodwill impairment charges recognized by the Company in the unaudited interim condensed consolidated statements of operations.

v3.24.3
Investments
9 Months Ended
Sep. 30, 2024
Investments [Abstract]  
Investments

5. INVESTMENTS

 

 

As of September 30, 2024 and December 31, 2023, the Company held various equity interests in cannabis-related companies as well as investments in note(s) receivable instruments that had a combined fair value of $61,422 thousand and $64,361 thousand, respectively. The Company measures its investments that do not have readily determinable fair value at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes.

The following table summarizes the changes in the Company’s investments during the nine months ended September 30, 2024 and year ended December 31, 2023:

 

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Beginning

$

64,361

$

74,169

Additions

 

3,817

 

8,200

Proceeds

 

(7,012)

 

(498)

Fair value adjustment

 

256

 

(17,460)

Transfers and other

 

 

(50)

Ending

$

61,422

$

64,361

 

The following table summarizes the change in fair value associated with the Company's equity investments and notes receivable instruments recorded during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Equity Investments

$

(67)

$

724

 

$

91

$

(410)

Notes Receivable Instruments

 

 

 

 

9

 

Accrued Interest on Notes Receivable Instruments

 

(10)

 

51

 

 

156

 

257

Net fair value gains (losses)

$

(77)

$

775

 

$

256

$

(153)

 

(a) Equity Investments

 

The Company held equity investments in both publicly and privately traded entities throughout the three and nine months ended September 30, 2024 and 2023. Publicly traded entities generally have readily determinable fair values and are classified as Level 1 investments. Meanwhile, non-publicly traded entities generally do not have readily determinable fair values and are classified as Level 3 investments. The Company has classified all of its holdings as trading securities and recorded such amounts within investments on the Company's unaudited interim condensed consolidated balance sheets.

 

The following table summarizes the change in the Company's Level 1 equity investments during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Beginning

$

507

$

1,370

 

$

2,001

$

2,535

Proceeds

 

(440)

 

 

 

(2,092)

 

(31)

Fair value adjustment

 

(67)

 

724

 

 

91

 

(410)

Ending

$

$

2,094

 

$

$

2,094

 

5. INVESTMENTS (Continued)

 

 

 

(a) Equity Investments (Continued)

 

The following table summarizes the change in the Company's Level 3 equity investments during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Beginning

$

25,953

$

42,330

 

$

25,953

$

40,330

Additions

 

852

 

 

 

852

 

2,000

Transfers and other

 

5,000

 

 

 

5,000

 

Ending

$

31,805

$

42,330

 

$

31,805

$

42,330

 

The following table summarizes unrealized (losses) gains recognized on the Company's equity investments held during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Unrealized gain (loss) recognized on equity investments

$

(67)

$

724

 

$

91

$

(410)

Realized gain (loss) recognized on equity investments

 

(67)

 

64

 

 

91

 

60

Net unrealized gain (loss) on equity investments

$

$

660

 

$

$

(350)

 

See Note 13 - Fair Value Measurements for additional details.

 

(b) Notes Receivable Instruments

 

The Company held note(s) receivable instrument(s) in publicly and privately traded entities throughout the three and nine months ended September 30, 2024 and 2023. The combined fair value of these notes receivable instruments includes the initial investment cost and combined contractual accrued interest recorded within interest income on the unaudited interim condensed consolidated statements of operations.

 

All of the Company's notes receivable instruments are classified as trading securities and are included within investments on the Company's unaudited interim condensed consolidated balance sheets.

 

The following table summarizes the change in the Company's Level 1 note receivable instrument during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Beginning

$

24,188

$

22,214

 

$

22,214

$

22,214

Additions

 

 

 

 

1,965

 

Fair value adjustment

 

 

 

 

9

 

Ending

$

24,188

$

22,214

 

$

24,188

$

22,214

 

The Company's Level 1 note receivable instrument had a stated interest rate of 13%, a maturity date of April 29, 2025 and did not contain any conversion features.

5. INVESTMENTS (Continued)

 

 

 

(b) Notes Receivable Instruments (Continued)

 

The following table summarizes the change in the Company's Level 3 notes receivable instruments during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Beginning

$

10,764

$

9,146

 

$

14,193

$

9,090

Additions

 

 

1,500

 

 

1,000

 

1,700

Proceeds

 

(325)

 

 

 

(4,920)

 

(300)

Accrued Interest

 

(10)

 

51

 

 

156

 

257

Transfers and other

 

(5,000)

 

 

 

(5,000)

 

(50)

Ending

$

5,429

$

10,697

 

$

5,429

$

10,697

 

The Company's Level 3 notes receivable instruments had a stated interest rate of 10% and terms between twelve months to five years.

 

On January 9, 2024, one of the Company's privately held notes receivable instruments matured and the Company collected the principal amount of $4,000 thousand along with accrued interest of $605 thousand on such date.

 

See Note 13 - Fair Value Measurements for additional details.

v3.24.3
Leases
9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Leases

6. LEASES

 

 

 

(a) Operating Leases

The Company has operating leases for its retail stores, processing and cultivation facilities and corporate office spaces. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.

All real estate leases are recorded on the balance sheet. Equipment and other non-real estate leases with an initial term of twelve months or less are not recorded on the balance sheet. Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for fixed and variable non-lease components, such as taxes, insurance and maintenance. The Company accounts for each real estate lease and the related non-lease components together as a single component.

The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract. For three and nine months ended September 30, 2024, the Company recorded operating lease expense of $16,946 thousand and $41,622 thousand, respectively compared to operating lease expense of $11,628 thousand and $35,996 thousand for three and nine months ended September 30, 2023, respectively.

 

Other information related to operating leases as of September 30, 2024 and December 31, 2023 were as follows:

 

 

 

September 30, 2024

 

December 31, 2023

Weighted average remaining lease term (years)

 

10.98

 

11.75

Weighted average discount rate

 

12.27%

 

12.40%

 

Maturities of lease liabilities for operating leases as of September 30, 2024 were as follows:

 

 

 

Maturities of Lease Liability

Year Ending December 31,

 

Third-Party

 

Related Party

 

Total

 

 

(in thousands)

Remainder of 2024

$

11,493

$

146

$

11,639

2025

 

45,523

 

592

 

46,115

2026

 

45,867

 

603

 

46,470

2027

 

46,364

 

572

 

46,936

2028

 

45,449

 

364

 

45,813

2029 and Thereafter

 

332,247

 

1,364

 

333,611

Total Lease Payments

 

526,943

 

3,641

 

530,584

Less: Interest

 

(255,309)

 

(1,156)

 

(256,465)

Present Value of Lease Liability

$

271,634

$

2,485

$

274,119

 

(b) Related Party Operating Leases

The Company has leasing arrangements that are related party transactions, including for certain facilities in Maryland, Massachusetts and Nevada. Wendy Berger, a former director of the Company, is a principal of WBS Equities, LLC, which is the Manager of Mosaic Real Estate, LLC, which owned the facilities leased by the Company. Additionally, Mosaic Real Estate, LLC is owned in part by Ms. Berger (through the Wendy Berger 1998 Revocable Trust), Benjamin Kovler, the Chairman and Chief Executive Officer of the Company (through KP Capital, LLC), and Anthony Georgiadis, the President and a director of the Company (through Three One Four Holdings, LLC). The terms of these leases range from 7 years to 15 years. For the three and nine months ended September 30, 2024, the Company recorded lease expense of $145 thousand and $450 thousand, respectively, compared to lease expense of $139 thousand and $415 thousand for the three and nine months ended September 30, 2023, respectively, associated with these leasing arrangements.

v3.24.3
Notes Payable
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Notes Payable

7. NOTES PAYABLE

 

At September 30, 2024 and December 31, 2023, notes payable consisted of the following:

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Charitable contributions1

$

$

351

Private placement debt dated April 30, 20212

 

 

221,680

Syndicated credit facility dated September 11, 20243

 

147,871

 

Mortgage notes4

 

107,708

 

86,492

Total notes payable

 

255,579

 

308,523

Less: current portion of notes payable

 

(9,397)

 

(2,996)

Notes payable, net of current portion

$

246,182

$

305,527

 

1 In connection with acquisitions completed in 2017 and 2019, the Company committed to provide charitable contributions of $50 thousand per quarter through October 2024 and $250 thousand per year through May 2024, respectively. The net present value of these contributions was recorded as a liability with interest rates ranging between 2.17% - 7.00%. As of September 30, 2024, the Company has fully satisfied these commitments.

 

2 The April 30, 2021 private placement debt, as amended on October 21, 2021 (the “April 30, 2021 Notes”), were retired as of September 11, 2024.

 

3 The Credit Facility (as defined below in Section (a) of this Note 7) was issued in an aggregate amount of $150,000 thousand, and will bear interest at the Secured Overnight Financing Rate (“SOFR”) + 500 basis points, payable quarterly. The Credit Facility matures on September 11, 2029. As of September 30, 2024, the Credit Facility's outstanding principal balance was $150,000 thousand, which was recorded net of debt discount of $2,129 thousand.

 

4 The Company has issued various mortgage notes at an aggregate value of $112,285 thousand and $88,785 thousand in connection with various operating properties as of September 30, 2024 and December 31, 2023, respectively. The mortgage notes were issued at a discount, the carrying value of which was $1,060 thousand and $725 thousand, and are presented net of principal payments of $3,517 thousand and $1,568 thousand as of September 30, 2024 and December 31, 2023, respectively. These mortgage notes mature between August 20, 2025 and June 5, 2035 with interest rates ranging between 5.00% and 7.77%.

 

(a) Syndicated Credit Facility

 

On September 11, 2024, the Company entered into a $150,000 thousand syndicated credit facility (the Credit Facility) led by Valley National Bank. The Credit Facility has a maturity date of September 11, 2029 and will bear interest from the date of issuance at the SOFR + 500 basis points, payable quarterly. The interest rate on the closing date was 10.10% per annum. The April 30, 2021 Notes were retired on September 11, 2024, with the proceeds from the Credit Facility and cash generated from operations.

 

(b) Warwick, New York Mortgage Note

 

On September 4, 2024, the Company closed on a $23,500 thousand mortgage note associated with its Warwick, New York CPG facility bearing an interest rate of 7.75% per annum, with a maturity date of September 4, 2029. The mortgage includes various covenants requiring the Company to maintain certain financial ratios related to its ability to service the debt. As of September 30, 2024, the Company was in compliance with all covenants associated with the mortgage.

v3.24.3
Warrants
9 Months Ended
Sep. 30, 2024
Warrants and Rights Note Disclosure [Abstract]  
Warrants

8. WARRANTS

 

 

 

As part of the terms of the Company’s issuance of the April 30, 2021 Notes, as well as other financing arrangements, the Company issued warrants, which allow the holders to purchase the Company's Subordinate Voting Shares at an exercise price determined at the time of issuance.

The following table summarizes the number of warrants outstanding as of September 30, 2024 and December 31, 2023:

 

 

Liability Classified

 

Equity Classified

 

Number of Shares

 

Weighted Average Exercise Price (C$)

 

Weighted Average Remaining Contractual Life

 

Number of Shares

 

Weighted Average Exercise Price (USD)

Weighted Average
Remaining Contractual Life

Balance as of December 31, 2023

1,997,208

C$

18.03

 

0.50

 

1,737,347

$

31.83

2.38

Warrants Expired

(1,606,533)

 

 

 

 

Balance as of September 30, 2024

390,675

C$

12.42

 

0.21

 

1,737,347

$

31.83

1.63

 

(a) Liability Classified Warrants Outstanding

The following table summarizes the fair value of the liability classified warrants at September 30, 2024 and December 31, 2023:

 

 

 

 

 

 

Fair Value

Warrant Liability

Strike Price

 

Warrants Outstanding

 

September 30, 2024

 

December 31, 2023

 

Change

 

 

 

 

 

(in thousands)

Private Placement Financing Warrants Issued May 2019

 C$19.39

 

$

$

1,673

$

(1,673)

Modification Warrants Issued November 2019

 C$12.04

 

316,947

 

560

 

1,151

 

(591)

Additional Modification Warrants Issued May 2020

 C$14.03

 

73,728

 

168

 

293

 

(125)

Totals

 

 

390,675

$

728

$

3,117

$

(2,389)

 

During the three and nine months ended September 30, 2024 and 2023, the Company recorded gains of $855 thousand and $2,389 thousand, a loss $1,329 thousand and a gain of $934 thousand, respectively, on the change in the fair value of the warrant liability within other income (expense) on the unaudited interim condensed consolidated statements of operations.

 

The following table summarizes the significant assumptions used in determining the fair value of the warrant liability as of each reporting date (see Note 13 - Fair Value Measurements for additional details):

 

 

September 30,

 

December 31,

Significant Assumptions

2024

 

2023

Volatility

57.64%-70.07%

 

61.76% - 74.31%

Remaining Term

0.11-0.64 years

 

0.39-1.39 years

Risk Free Rate

2.94%

 

3.91%

 

 

8. WARRANTS (Continued)

 

 

 

(b) Equity Classified Warrants Outstanding

The Company's equity classified warrants were recorded at fair value at each respective date of issuance. Equity classified warrants are not remeasured at fair value on a recurring basis and are carried at their issuance date fair value. The following table summarizes the carrying amounts of the Company's equity classified warrants at September 30, 2024 and December 31, 2023:

 

 

 

 

 

 

Issuance Date Fair Value

 

 

 

Warrants

 

September 30,

 

December 31,

Warrants Included in Contributed Surplus

Strike Price

 

Outstanding

 

2024

 

2023

 

 

 

 

 

(in thousands)

Mortgage Warrants Issued June 2020

$9.10

 

35,000

$

181

$

181

Private Placement Refinance Warrants Issued April 2021

$32.68

 

1,459,044

 

22,259

 

22,259

Private Placement Refinance Warrants Issued October 2021

$30.02

 

243,303

 

2,616

 

2,616

Totals

 

 

1,737,347

$

25,056

$

25,056

 

The equity warrants were valued as of the date of issuance using a Black Scholes Option Pricing model. The following table summarizes the significant assumptions used in determining the fair value of the warrants as of each respective issuance date:

 

Significant Assumptions

Private Placement Refinancing Warrants

 

Private Placement Refinancing Warrants

 

Mortgage Warrants

Date of Issuance

October 15, 2021

 

April 30, 2021

 

June 5, 2020

Volatility

73%

 

73%

 

80%

Estimated Term

4 years

 

4 years

 

5 years

Risk Free Rate

1.12%

 

0.74%

 

0.37%

v3.24.3
Share Capital
9 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
Share Capital

9. SHARE CAPITAL

 

 

 

Common shares, which include the Company’s Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares, are classified as equity. Incremental costs directly attributable to the issuance of common shares are recognized as a deduction from equity. The proceeds from the exercise of stock options or warrants together with amounts previously recorded in reserves over the applicable vesting periods are recorded as share capital. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes.

 

(a) Authorized

The Company has the following classes of share capital, with each class having no par value:

 

(i) Subordinate Voting Shares

The holders of the Subordinate Voting Shares are entitled to receive dividends which may be declared from time to time and are entitled to one vote per share at meetings of the Company’s shareholders. All Subordinate Voting Shares are ranked equally with regard to the Company’s residual assets. The Company is authorized to issue an unlimited number of no par value Subordinate Voting Shares.

(ii) Multiple Voting Shares

Each Multiple Voting Share is entitled to 100 votes per share at shareholder meetings of the Company and is exchangeable for 100 Subordinate Voting Shares. The Company is authorized to issue an unlimited number of Multiple Voting Shares.

(iii) Super Voting Shares

Each Super Voting Share is entitled to 1,000 votes per share at shareholder meetings of the Company and is exchangeable for 100 Subordinate Voting Shares or one Multiple Voting Share. The Company is authorized to issue an unlimited number of Super Voting Shares.

 

(b) Issued and Outstanding

A reconciliation of the beginning and ending amounts of the issued and outstanding shares by class is as follows:

 

 

 

Issued and Outstanding

 

 

Subordinate
Voting
Shares

 

Multiple
Voting
Shares

 

Super
Voting
Shares

As at January 1, 2024

 

209,871,792

 

38,531

 

216,690

Distribution of contingent consideration

 

1,250,000

 

 

Issuance of shares upon exercise of options

 

1,331,937

 

 

Issuances of shares upon vesting of RSUs

 

905,176

 

 

Repurchase of Subordinate Voting Shares

 

(2,725,000)

 

 

Exchange of shares

 

1,084,800

 

(848)

 

(10,000)

As at September 30, 2024

 

211,718,705

 

37,683

 

206,690

 

 

9. SHARE CAPITAL (Continued)

 

 

 

(i) Distribution of Contingent Consideration

 

Dharma Pharmaceuticals, LLC

 

In connection with the Company's 2021 acquisition of Dharma Pharmaceuticals, LLC (“Dharma”), the purchase agreement included contingent consideration of up to $65,000 thousand in Subordinate Voting Shares of Green Thumb, dependent upon 1) the successful opening of five retail stores in the Virginia area within the first three years following the signing of the agreement (“Retail Stores Milestone”) and 2) the legal sale of adult-use cannabis in a retail store on or before January 1, 2025 (the “Recreational Sales Milestone”). The Retail Stores Milestone was fully achieved prior to expiration and settled in previous periods.

 

On February 9, 2024, the Company and the former owners of Dharma agreed to amend the conditions of the Recreational Sales Milestone (the “Amended Agreement”). Under the Amended Agreement, the former owners waived their right to the Recreational Sales Milestone in exchange for the delivery of 1,250,000 Subordinate Voting Shares. On February 15, 2024, the Company recorded a gain of $15,991 thousand, representing the settlement of the Recreational Sales Milestone and distributed the shares to the former owners of Dharma, which had a fair market value of $17,259 thousand, which was based on the value of the shares as traded on the Canadian Securities Exchange on the date of distribution. The gain was recorded within sales general and administrative expenses on the unaudited interim condensed consolidated statement of operations.

 

(ii) Repurchase of Subordinate Voting Shares

 

Following the expiration of the Company's previous share program on September 10, 2024, on September 13, 2024, the Company's Board of Directors authorized a share repurchase program that allows the Company to repurchase up to 10,573,860 of its Subordinate Voting Shares over a 12-month period at an aggregate cost of up to $50,000 thousand. The share repurchase program commenced on September 23, 2024.

 

Under the Company's original share repurchase program, a total of 6,568,125 Subordinate Voting Shares were repurchased for $73,304 thousand of which 2,725,000 Subordinate Voting Shares for $33,448 thousand were repurchased during the nine months ended September 30, 2024.

 

(c) Stock-Based Compensation

The Company operates equity settled stock-based remuneration plans for its eligible directors, officers, employees and consultants. All goods and services received in exchange for the grant of any stock-based payments are measured at their fair value unless the fair value cannot be estimated reliably. If the Company cannot estimate reliably the fair value of the goods and services received, the Company measures their value indirectly by reference to the fair value of the equity instruments granted. For transactions with employees and others providing similar services, the Company measures the fair value of the services by reference to the fair value of the equity instruments granted. Equity settled stock-based payments under stock-based payment plans are ultimately recognized as an expense in profit or loss with a corresponding credit to equity.

In June 2018, the Company established the Green Thumb Industries Inc. 2018 Stock and Incentive Plan, which was amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto (as amended, the “Plan”). The maximum number of Restricted Stock Units (“RSUs”) and options outstanding under the Plan at any time shall not exceed 10% of the Company's then issued and outstanding shares on an as-converted basis.

The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period of the award. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of options expected to vest differs from the previous estimate. Any cumulative adjustment prior to vesting is recognized in the current period with no adjustment to prior periods for expense previously recognized. Option and RSU awards generally vest over three years, and options typically have a life of five to ten years. Option grants under the Plan are determined by the Compensation Committee of the Company’s Board of Directors with the option price set at no less than 100% of the fair market value of a share on the date of grant.

 

9. SHARE CAPITAL (Continued)

 

 

 

(c) Stock-Based Compensation (Continued)

Stock option activity is summarized as follows:

 

Number of Shares

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life

Balance as of December 31, 2023

10,071,467

$11.75

4.31

Granted

797,289

14.96

 

Exercised

(1,331,937)

8.66

 

Forfeited

(1,044,836)

14.06

 

Balance as of September 30, 2024

8,491,983

$12.65

4.44

Exercisable as of September 30, 2024

3,400,436

$7.66

3.87

 

The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted during the nine months ended September 30, 2024 and the year ended December 31, 2023, using the following ranges of assumptions:

 

September 30,

December 31,

 

2024

2023

Risk-free interest rate

3.02% - 3.92%

3.06% - 4.32%

Expected dividend yield

0%

0%

Expected volatility

62% - 64%

64%

Expected option life

4.46 - 4.5 years

3.5 – 4.5 years

 

As permitted under ASC 718, the Company has made an accounting policy choice to account for forfeitures when they occur.

 

The following table summarizes the number of unvested RSU awards as of September 30, 2024 and December 31, 2023 and the changes during the nine months ended September 30, 2024:

 

 

Number of Shares

 

Weighted Average Grant Date Fair Value

Unvested Shares at December 31, 2023

 

3,620,638

$

9.25

Granted

 

2,635,868

 

14.45

Forfeited

 

(789,511)

 

11.62

Vested

 

(905,176)

 

9.86

Unvested Shares at September 30, 2024

 

4,561,819

$

11.52

 

The stock-based compensation expense for the three and nine months ended September 30, 2024 and 2023 was as follows:

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

2024

 

2023

 

 

(in thousands)

 

(in thousands)

Stock options expense

$

2,387

$

4,009

$

8,081

$

12,795

Restricted Stock Units

 

5,962

 

3,206

 

15,624

 

8,040

Total Stock Based Compensation Expense

$

8,349

$

7,215

$

23,705

$

20,835

 

As of September 30, 2024, $54,282 thousand of total unrecognized expense related to stock-based compensation awards is expected to be recognized over a weighted-average period of 2.03 years.

v3.24.3
Income Tax Expense
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Tax Expense

10. INCOME TAX EXPENSE

 

 

 

The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2024 and 2023:

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

2024

 

2023

Income before Income Taxes

$

39,703

$

45,333

$

156,017

$

127,829

Income Tax Expense

 

30,922

 

34,526

 

94,970

 

93,927

Effective Tax Rate

 

77.9%

 

76.2%

 

60.9%

 

73.5%

 

 

The effective tax rates for the three months ended September 30, 2024 and 2023 were based on the Company’s forecasted annualized effective tax rates and were adjusted for discrete items that occurred within the periods presented.

Due to its cannabis operations, the Company is subject to the limitations of the U.S. Internal Revenue Code of 1986, as amended (“IRC”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income and provides for effective tax rates that are well in excess of statutory tax rates.

Taxes paid during the nine months ended September 30, 2024 and 2023 were $87,946 thousand and $80,398 thousand, respectively.

v3.24.3
Other Income (Expense)
9 Months Ended
Sep. 30, 2024
Other Income and Expenses [Abstract]  
Other Income (Expense)

11. OTHER INCOME (EXPENSE)

 

 

For the three and nine months ended September 30, 2024 and 2023 other income (expense) was comprised of the following:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

 

(in thousands)

 

 

(in thousands)

Fair value adjustments on equity investments

$

(67)

$

724

 

$

100

$

(410)

Fair value adjustments on warrants issued

 

855

 

(1,329)

 

 

2,389

 

934

Loss from equity method investments

 

(1,084)

 

(202)

 

 

(2,184)

 

(952)

Other

 

6

 

176

 

 

106

 

451

Total Other Income (Expense)

$

(290)

$

(631)

 

$

411

$

23

v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

12. COMMITMENTS AND CONTINGENCIES

 

 

 

The Company is subject to lawsuits, investigations and other claims related to employment, commercial and other matters that arise out of operations in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized in other liabilities.

Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify contingent liabilities for contracts. Contingent consideration is measured upon acquisition and is estimated using probability weighting of potential payouts. Subsequent changes in the estimated contingent consideration from the final purchase price allocation are recognized in the Company’s unaudited interim condensed consolidated statements of operations.

(a) Contingencies

The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, sanctions, restrictions on its operations, or losses of permits that could result in the Company ceasing operations in that specific state or local jurisdiction. The Company may be subject to regulatory fines, penalties, or restrictions in the future as cannabis and other regulations continue to evolve and are subject to differing interpretations.

(b) Claims and Litigation

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. During the quarter ending September 30, 2024, the Company received Findings of Fact and Conclusions of Law regarding an October 30, 2019 complaint filed against Green Thumb (“Defendant”) alleging Defendant breached a commercial property lease with ineffective termination. The court ruled in favor of plaintiff landlord in the amount of $7,307 thousand, representing unpaid rent. In addition, the court found Defendant liable for interest and attorney fees, which have yet to be determined. As of September 30, 2024, the Company accrued the amount of probable loss that can reasonably be estimated within accrued liabilities on the unaudited interim condensed consolidated balance sheets. No final Order of Judgment has been entered in the case and the Company has reserved all rights and intends to contest the findings, including an appeal if necessary.

Other than the matter discussed above, as of September 30, 2024 and December 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

(c) Construction Commitments

As of September 30, 2024, the Company held approximately $19,800 thousand of open construction commitments to contractors on work being performed.
v3.24.3
Fair Value Measurements
9 Months Ended
Sep. 30, 2024
Disclosure Text Block Supplement [Abstract]  
Fair Value Measurements

13. FAIR VALUE MEASUREMENTS

 

 

 

The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

(a) Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, accounts payable and accrued liabilities, notes payable, warrant liability, and contingent consideration payable.

It was not practicable to estimate the fair value of the Company's long-term notes payable, which consist of charitable contributions, April 30, 2021 Notes, the Credit Facility and mortgage notes, since there were no quoted market prices or active trading markets. The carrying amount of notes payable at September 30, 2024 and December 31, 2023 was $255,579 thousand and $308,523 thousand, respectively, which includes $9,397 thousand and $2,996 thousand, respectively, of short-term debt due within one year.

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The fair values of the Company’s financial instruments associated with each of the three levels of the hierarchy are:

 

 

 

As of September 30, 2024

 

(in thousands)

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Cash and Cash Equivalents

$

173,641

$

$

$

173,641

Investments

 

24,188

 

 

37,234

 

61,422

Warrant Liability

 

 

 

(728)

 

(728)

 

$

197,829

$

$

36,506

$

234,335

 

 

 

As of December 31, 2023

 

(in thousands)

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Cash and Cash Equivalents

$

161,634

$

$

$

161,634

Investments

 

24,215

 

 

40,146

 

64,361

Contingent Consideration Payable

 

 

 

(33,250)

 

(33,250)

Warrant Liability

 

 

 

(3,117)

 

(3,117)

 

$

185,849

$

$

3,779

$

189,628

v3.24.3
Segment Reporting
9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Segment Reporting

14. SEGMENT REPORTING

 

 

 

The Company operates in two segments: the cultivation, production and sale of cannabis products to retail stores (“Consumer Packaged Goods”) and retailing of cannabis to patients and consumers (“Retail”). The Company does not allocate operating expenses to these business units, nor does it allocate specific assets. Additionally, the CODM does not review total assets or net income (loss) by segments; therefore, such information is not presented below.

The below table presents revenues by type for the three and nine months ended September 30, 2024 and 2023:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

 

(in thousands)

 

 

(in thousands)

Revenues, Net of Discounts

 

 

 

 

 

 

 

 

 

Retail

$

206,124

$

205,441

 

$

614,558

$

582,363

Consumer Packaged Goods

 

165,500

 

150,425

 

 

471,735

 

412,096

Intersegment Eliminations

 

(84,759)

 

(80,468)

 

 

(243,475)

 

(218,137)

Total Revenues, Net of Discounts

$

286,865

$

275,398

 

$

842,818

$

776,322

Depreciation and Amortization

 

 

 

 

 

 

 

 

 

Retail

$

10,657

$

9,598

 

$

31,339

$

27,539

Consumer Packaged Goods

 

17,835

 

16,030

 

 

52,913

 

45,824

Intersegment Eliminations

 

 

 

 

 

Total Depreciation and Amortization

$

28,492

$

25,628

 

$

84,252

$

73,363

Income Taxes

 

 

 

 

 

 

 

 

 

Retail

$

15,447

$

18,551

 

$

49,416

$

50,890

Consumer Packaged Goods

 

15,475

 

15,975

 

 

45,554

 

43,037

Intersegment Eliminations

 

 

 

 

 

Total Income Taxes

$

30,922

$

34,526

 

$

94,970

$

93,927

Goodwill assigned to the Retail segment as of September 30, 2024 and December 31, 2023 was $273,802 thousand in each period. Intangible assets, net assigned to the Retail segment as of September 30, 2024 and December 31, 2023 was $260,390 thousand and $278,492 thousand, respectively.

Goodwill assigned to the Consumer Packaged Goods segment as of September 30, 2024 and December 31, 2023 was $315,889 thousand in each period. Intangible assets, net assigned to the Consumer Packaged Goods segment as of September 30, 2024 and December 31, 2023 was $240,470 thousand and $260,186 thousand, respectively.

The Company’s assets are aggregated into two reportable segments (Retail and Consumer Packaged Goods). For the purposes of testing goodwill, Green Thumb has identified two reporting units which align with our reportable segments (Retail and Consumer Packaged Goods). All revenues are derived from customers domiciled in the United States and all assets are located in the United States.

v3.24.3
Subsequent Events
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events

15. SUBSEQUENT EVENTS

 

 

 

On November 05, 2024, the Company agreed to extend a $20,000 thousand convertible secured note to Agrify Corporation (“Agrify”) a leading provider of cultivation and extraction solutions for the cannabis industry, of which $10,000 thousand will be drawn upon at closing. Prior to this financing, Green Thumb acquired an ownership stake of approximately 43% in Agrify’s common stock from its outgoing CEO and Chairman and a Director in exchange for approximately $18,000 thousand in cash and Subordinate Voting Shares of Green Thumb subject to certain post-closing conditions (the “Transaction”). As part of the Transaction, Green Thumb also acquired warrants that would allow the Company to extend its ownership stake if exercised.

 

Following the acceptance of the resignations of a Director and its CEO and Chairman, the Agrify Board appointed Benjamin Kovler as its Chairman and Interim CEO. In addition Armon Vakili, Vice President, Strategic Initiatives and Partnerships of Green Thumb, was also appointed to join the Agrify Board.

v3.24.3
Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Green Thumb and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities & Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and, accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Certain previously reported amounts have been reclassified between line items to conform to the current period presentation. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.

Significant Accounting Policies Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies as described in Note 2 to the Company's Consolidated Financial Statements included in the 2023 Form 10-K.

Earnings per Share Earnings per Share

Basic earnings per share is calculated using the treasury stock method, by dividing the net earnings attributable to shareholders by the weighted average number of common shares outstanding during each of the periods presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding common shares and consequently are not included in the earnings per share calculation. Diluted earnings per share is calculated using the treasury stock method by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. The Company has three categories of potentially dilutive common share equivalents: restricted stock units, stock options and warrants. As of September 30, 2024, the Company had 8,491,983 options, 4,561,819 restricted stock units and 2,128,022 warrants outstanding. As of September 30, 2023, the Company had 10,229,895 options, 3,499,193 restricted stock units and 3,734,555 warrants outstanding.

Earnings per Share (Continued)

In order to determine diluted earnings per share, it is assumed that any proceeds from the vesting of dilutive unvested restricted stock units, or exercise of unvested stock options and warrants would be used to repurchase common shares at the average market price during the period. Under the treasury stock method, the diluted earnings per share calculation excludes any potential conversion of stock options and convertible debt that would increase earnings per share or decrease loss per share. For the three months ended September 30, 2024, the computation of diluted earnings per share included 1,001,228 options, 923,686 restricted stock units, and 67,625 warrants. For the nine months ended September 30, 2024, the computation of diluted earnings per share included 1,339,591 options, 1,669,708 restricted stock units, and 104,041 warrants. For the three months ended September 30, 2023, the computation of diluted earnings per share included 211,651 options and 618,525 restricted stock units. For the nine months ended September 30, 2023, the computation of diluted earnings per share included 153,215 options and 1,425,045 restricted stock units. There were no dilutive warrants during the three and nine months ended September 30, 2023 as the strike price was greater than the average stock price for the period. For the three and nine months ended September 30, 2024, the weighted average number of anti-dilutive stock options excluded from the computation of diluted earnings per share were 869,491 and 918,465, respectively. For the three and nine months ended September 30, 2023, the weighted average number of anti-dilutive stock options excluded from the computation of diluted earnings per share were 2,349,064 and 3,198,625, respectively.

Recently Issued Accounting Standards Recently Issued Accounting Standards
(i)
In November 2023, the FASB issued Accounting Standards Update (ASU”) No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, to provide enhanced segment disclosures. The standard will require disclosures about significant segment expense categories and amounts for each reportable segment, for all periods presented. Additionally, the standard requires public entities to disclose the title and position of the Chief Operating Decision Maker (CODM”) in the consolidated financial statements. These enhanced disclosures are required for all entities on an interim and annual basis, effective for fiscal years beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
(ii)
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024 and early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no other standards yet to be adopted which are relevant to the business for disclosure.

v3.24.3
Inventories (Tables)
9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Summary of inventory

The Company’s inventories include the following at September 30, 2024 and December 31, 2023:

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Raw Material

$

2,961

$

1,547

Packaging and Miscellaneous

 

11,806

 

10,661

Work in Process

 

54,764

 

47,029

Finished Goods

 

72,566

 

57,631

Reserve for Obsolete Inventory

 

(3,814)

 

(3,898)

Total Inventories, Net

$

138,283

$

112,970

v3.24.3
Property and Equipment (Tables)
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment

At September 30, 2024 and December 31, 2023, property and equipment consisted of the following:

 

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Buildings and Improvements

$

354,054

$

353,912

Equipment, Computers and Furniture

 

189,736

 

171,522

Leasehold Improvements

 

229,964

 

200,232

Land

 

33,725

 

33,725

Land Improvements

 

1,538

 

1,046

Assets Under Construction

 

27,388

 

23,142

Capitalized Interest

 

31,944

 

30,817

Total Property and Equipment

 

868,349

 

814,396

Less: Accumulated Depreciation

 

(172,683)

 

(127,290)

Property and Equipment, net

$

695,666

$

687,106

v3.24.3
Intangible Assets And Goodwill (Tables)
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of intangible assets

At September 30, 2024 and December 31, 2023, intangible assets consisted of the following:

 

 

 

September 30, 2024

 

December 31, 2023

 

 

Gross Carrying Amount

 

Accumulated Amortization

 

Net Book Value

 

Gross Carrying Amount

 

Accumulated Amortization

 

Net Book Value

 

 

(in thousands)

 

(in thousands)

Licenses and Permits

$

660,716

$

190,838

$

469,878

$

660,716

$

157,764

$

502,952

Trademarks

 

41,511

 

15,422

 

26,089

 

41,511

 

13,378

 

28,133

Customer Relationships

 

24,438

 

19,545

 

4,893

 

24,438

 

16,927

 

7,511

Non-Competition Agreements

 

2,565

 

2,565

 

 

2,565

 

2,483

 

82

Total Intangible Assets

$

729,230

$

228,370

$

500,860

$

729,230

$

190,552

$

538,678

Summary of estimated annual amortization expense related to intangible assets

The following table outlines the estimated annual amortization expense related to intangible assets as of September 30, 2024:

 

 

Estimated
Amortization

Year Ending December 31,

 

(in thousands)

Remainder of 2024

$

12,574

2025

 

50,294

2026

 

47,332

2027

 

46,803

2028

 

46,803

2029 and Thereafter

 

297,054

 

$

500,860

Summary of Goodwill And Intangible Assets Disclosure

At September 30, 2024 and December 31, 2023 the balances of goodwill, by segment, consisted of the following:

 

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Retail

$

273,802

$

273,802

Consumer Packaged Goods

 

315,889

 

315,889

Total

$

589,691

$

589,691

v3.24.3
Investments (Tables)
9 Months Ended
Sep. 30, 2024
Investments [Abstract]  
Schedule Of Long Term Investments

The following table summarizes the changes in the Company’s investments during the nine months ended September 30, 2024 and year ended December 31, 2023:

 

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Beginning

$

64,361

$

74,169

Additions

 

3,817

 

8,200

Proceeds

 

(7,012)

 

(498)

Fair value adjustment

 

256

 

(17,460)

Transfers and other

 

 

(50)

Ending

$

61,422

$

64,361

Schedule of Change in Fair Value of Company's Investments

The following table summarizes the change in fair value associated with the Company's equity investments and notes receivable instruments recorded during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Equity Investments

$

(67)

$

724

 

$

91

$

(410)

Notes Receivable Instruments

 

 

 

 

9

 

Accrued Interest on Notes Receivable Instruments

 

(10)

 

51

 

 

156

 

257

Net fair value gains (losses)

$

(77)

$

775

 

$

256

$

(153)

Schedule of equity investments

The following table summarizes the change in the Company's Level 1 equity investments during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Beginning

$

507

$

1,370

 

$

2,001

$

2,535

Proceeds

 

(440)

 

 

 

(2,092)

 

(31)

Fair value adjustment

 

(67)

 

724

 

 

91

 

(410)

Ending

$

$

2,094

 

$

$

2,094

The following table summarizes the change in the Company's Level 3 equity investments during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Beginning

$

25,953

$

42,330

 

$

25,953

$

40,330

Additions

 

852

 

 

 

852

 

2,000

Transfers and other

 

5,000

 

 

 

5,000

 

Ending

$

31,805

$

42,330

 

$

31,805

$

42,330

Schedule of unrealized (losses) gains associated equity investments

The following table summarizes unrealized (losses) gains recognized on the Company's equity investments held during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Unrealized gain (loss) recognized on equity investments

$

(67)

$

724

 

$

91

$

(410)

Realized gain (loss) recognized on equity investments

 

(67)

 

64

 

 

91

 

60

Net unrealized gain (loss) on equity investments

$

$

660

 

$

$

(350)

Schedule of notes receivable instrument investments

The following table summarizes the change in the Company's Level 1 note receivable instrument during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Beginning

$

24,188

$

22,214

 

$

22,214

$

22,214

Additions

 

 

 

 

1,965

 

Fair value adjustment

 

 

 

 

9

 

Ending

$

24,188

$

22,214

 

$

24,188

$

22,214

The following table summarizes the change in the Company's Level 3 notes receivable instruments during the three and nine months ended September 30, 2024 and 2023.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

(in thousands)

Beginning

$

10,764

$

9,146

 

$

14,193

$

9,090

Additions

 

 

1,500

 

 

1,000

 

1,700

Proceeds

 

(325)

 

 

 

(4,920)

 

(300)

Accrued Interest

 

(10)

 

51

 

 

156

 

257

Transfers and other

 

(5,000)

 

 

 

(5,000)

 

(50)

Ending

$

5,429

$

10,697

 

$

5,429

$

10,697

v3.24.3
Leases (Tables)
9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Schedule Of Other Information Related To Operating Leases

Other information related to operating leases as of September 30, 2024 and December 31, 2023 were as follows:

 

 

 

September 30, 2024

 

December 31, 2023

Weighted average remaining lease term (years)

 

10.98

 

11.75

Weighted average discount rate

 

12.27%

 

12.40%

Lessee, Operating Lease, Liability, Maturity

Maturities of lease liabilities for operating leases as of September 30, 2024 were as follows:

 

 

 

Maturities of Lease Liability

Year Ending December 31,

 

Third-Party

 

Related Party

 

Total

 

 

(in thousands)

Remainder of 2024

$

11,493

$

146

$

11,639

2025

 

45,523

 

592

 

46,115

2026

 

45,867

 

603

 

46,470

2027

 

46,364

 

572

 

46,936

2028

 

45,449

 

364

 

45,813

2029 and Thereafter

 

332,247

 

1,364

 

333,611

Total Lease Payments

 

526,943

 

3,641

 

530,584

Less: Interest

 

(255,309)

 

(1,156)

 

(256,465)

Present Value of Lease Liability

$

271,634

$

2,485

$

274,119

 

v3.24.3
Notes Payable (Tables)
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Debt At September 30, 2024 and December 31, 2023, notes payable consisted of the following:

 

 

September 30, 2024

 

December 31, 2023

 

 

(in thousands)

Charitable contributions1

$

$

351

Private placement debt dated April 30, 20212

 

 

221,680

Syndicated credit facility dated September 11, 20243

 

147,871

 

Mortgage notes4

 

107,708

 

86,492

Total notes payable

 

255,579

 

308,523

Less: current portion of notes payable

 

(9,397)

 

(2,996)

Notes payable, net of current portion

$

246,182

$

305,527

 

1 In connection with acquisitions completed in 2017 and 2019, the Company committed to provide charitable contributions of $50 thousand per quarter through October 2024 and $250 thousand per year through May 2024, respectively. The net present value of these contributions was recorded as a liability with interest rates ranging between 2.17% - 7.00%. As of September 30, 2024, the Company has fully satisfied these commitments.

 

2 The April 30, 2021 private placement debt, as amended on October 21, 2021 (the “April 30, 2021 Notes”), were retired as of September 11, 2024.

 

3 The Credit Facility (as defined below in Section (a) of this Note 7) was issued in an aggregate amount of $150,000 thousand, and will bear interest at the Secured Overnight Financing Rate (“SOFR”) + 500 basis points, payable quarterly. The Credit Facility matures on September 11, 2029. As of September 30, 2024, the Credit Facility's outstanding principal balance was $150,000 thousand, which was recorded net of debt discount of $2,129 thousand.

 

4 The Company has issued various mortgage notes at an aggregate value of $112,285 thousand and $88,785 thousand in connection with various operating properties as of September 30, 2024 and December 31, 2023, respectively. The mortgage notes were issued at a discount, the carrying value of which was $1,060 thousand and $725 thousand, and are presented net of principal payments of $3,517 thousand and $1,568 thousand as of September 30, 2024 and December 31, 2023, respectively. These mortgage notes mature between August 20, 2025 and June 5, 2035 with interest rates ranging between 5.00% and 7.77%.

v3.24.3
Warrants (Tables)
9 Months Ended
Sep. 30, 2024
Class of Warrant or Right [Line Items]  
Schedule of Stockholders' Equity Note, Warrants or Rights

The following table summarizes the number of warrants outstanding as of September 30, 2024 and December 31, 2023:

 

 

Liability Classified

 

Equity Classified

 

Number of Shares

 

Weighted Average Exercise Price (C$)

 

Weighted Average Remaining Contractual Life

 

Number of Shares

 

Weighted Average Exercise Price (USD)

Weighted Average
Remaining Contractual Life

Balance as of December 31, 2023

1,997,208

C$

18.03

 

0.50

 

1,737,347

$

31.83

2.38

Warrants Expired

(1,606,533)

 

 

 

 

Balance as of September 30, 2024

390,675

C$

12.42

 

0.21

 

1,737,347

$

31.83

1.63

Liability Classified Warrant [member]  
Class of Warrant or Right [Line Items]  
Schedule Of Fair Value Of Warrant Liability

The following table summarizes the fair value of the liability classified warrants at September 30, 2024 and December 31, 2023:

 

 

 

 

 

 

Fair Value

Warrant Liability

Strike Price

 

Warrants Outstanding

 

September 30, 2024

 

December 31, 2023

 

Change

 

 

 

 

 

(in thousands)

Private Placement Financing Warrants Issued May 2019

 C$19.39

 

$

$

1,673

$

(1,673)

Modification Warrants Issued November 2019

 C$12.04

 

316,947

 

560

 

1,151

 

(591)

Additional Modification Warrants Issued May 2020

 C$14.03

 

73,728

 

168

 

293

 

(125)

Totals

 

 

390,675

$

728

$

3,117

$

(2,389)

 

Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Warrant Liability

The following table summarizes the significant assumptions used in determining the fair value of the warrant liability as of each reporting date (see Note 13 - Fair Value Measurements for additional details):

 

 

September 30,

 

December 31,

Significant Assumptions

2024

 

2023

Volatility

57.64%-70.07%

 

61.76% - 74.31%

Remaining Term

0.11-0.64 years

 

0.39-1.39 years

Risk Free Rate

2.94%

 

3.91%

Equity Classified Warrant [member]  
Class of Warrant or Right [Line Items]  
Schedule of Stockholders' Equity Note, Warrants or Rights The following table summarizes the carrying amounts of the Company's equity classified warrants at September 30, 2024 and December 31, 2023:

 

 

 

 

 

 

Issuance Date Fair Value

 

 

 

Warrants

 

September 30,

 

December 31,

Warrants Included in Contributed Surplus

Strike Price

 

Outstanding

 

2024

 

2023

 

 

 

 

 

(in thousands)

Mortgage Warrants Issued June 2020

$9.10

 

35,000

$

181

$

181

Private Placement Refinance Warrants Issued April 2021

$32.68

 

1,459,044

 

22,259

 

22,259

Private Placement Refinance Warrants Issued October 2021

$30.02

 

243,303

 

2,616

 

2,616

Totals

 

 

1,737,347

$

25,056

$

25,056

Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Warrant Liability

The equity warrants were valued as of the date of issuance using a Black Scholes Option Pricing model. The following table summarizes the significant assumptions used in determining the fair value of the warrants as of each respective issuance date:

 

Significant Assumptions

Private Placement Refinancing Warrants

 

Private Placement Refinancing Warrants

 

Mortgage Warrants

Date of Issuance

October 15, 2021

 

April 30, 2021

 

June 5, 2020

Volatility

73%

 

73%

 

80%

Estimated Term

4 years

 

4 years

 

5 years

Risk Free Rate

1.12%

 

0.74%

 

0.37%

v3.24.3
Share Capital (Tables)
9 Months Ended
Sep. 30, 2024
Disclosure of Share Capital [Line Items]  
Schedule of Common Stock Outstanding Roll Forward

A reconciliation of the beginning and ending amounts of the issued and outstanding shares by class is as follows:

 

 

 

Issued and Outstanding

 

 

Subordinate
Voting
Shares

 

Multiple
Voting
Shares

 

Super
Voting
Shares

As at January 1, 2024

 

209,871,792

 

38,531

 

216,690

Distribution of contingent consideration

 

1,250,000

 

 

Issuance of shares upon exercise of options

 

1,331,937

 

 

Issuances of shares upon vesting of RSUs

 

905,176

 

 

Repurchase of Subordinate Voting Shares

 

(2,725,000)

 

 

Exchange of shares

 

1,084,800

 

(848)

 

(10,000)

As at September 30, 2024

 

211,718,705

 

37,683

 

206,690

Share-based Payment Arrangement, Option, Activity

Stock option activity is summarized as follows:

 

Number of Shares

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life

Balance as of December 31, 2023

10,071,467

$11.75

4.31

Granted

797,289

14.96

 

Exercised

(1,331,937)

8.66

 

Forfeited

(1,044,836)

14.06

 

Balance as of September 30, 2024

8,491,983

$12.65

4.44

Exercisable as of September 30, 2024

3,400,436

$7.66

3.87

 

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted during the nine months ended September 30, 2024 and the year ended December 31, 2023, using the following ranges of assumptions:

 

September 30,

December 31,

 

2024

2023

Risk-free interest rate

3.02% - 3.92%

3.06% - 4.32%

Expected dividend yield

0%

0%

Expected volatility

62% - 64%

64%

Expected option life

4.46 - 4.5 years

3.5 – 4.5 years

Schedule of Stock-Based Compensation Expense

The stock-based compensation expense for the three and nine months ended September 30, 2024 and 2023 was as follows:

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

2024

 

2023

 

 

(in thousands)

 

(in thousands)

Stock options expense

$

2,387

$

4,009

$

8,081

$

12,795

Restricted Stock Units

 

5,962

 

3,206

 

15,624

 

8,040

Total Stock Based Compensation Expense

$

8,349

$

7,215

$

23,705

$

20,835

Restricted Stock Units  
Disclosure of Share Capital [Line Items]  
Non-vested Restricted Stock Shares Activity

The following table summarizes the number of unvested RSU awards as of September 30, 2024 and December 31, 2023 and the changes during the nine months ended September 30, 2024:

 

 

Number of Shares

 

Weighted Average Grant Date Fair Value

Unvested Shares at December 31, 2023

 

3,620,638

$

9.25

Granted

 

2,635,868

 

14.45

Forfeited

 

(789,511)

 

11.62

Vested

 

(905,176)

 

9.86

Unvested Shares at September 30, 2024

 

4,561,819

$

11.52

v3.24.3
Income Tax Expense (Tables)
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Schedule of Components of Income Tax Expense (Benefit)

The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2024 and 2023:

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

2024

 

2023

Income before Income Taxes

$

39,703

$

45,333

$

156,017

$

127,829

Income Tax Expense

 

30,922

 

34,526

 

94,970

 

93,927

Effective Tax Rate

 

77.9%

 

76.2%

 

60.9%

 

73.5%

v3.24.3
Other Income (Expense) (Tables)
9 Months Ended
Sep. 30, 2024
Other Income and Expenses [Abstract]  
Schedule of Other Nonoperating Income (Expense)

For the three and nine months ended September 30, 2024 and 2023 other income (expense) was comprised of the following:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

 

(in thousands)

 

 

(in thousands)

Fair value adjustments on equity investments

$

(67)

$

724

 

$

100

$

(410)

Fair value adjustments on warrants issued

 

855

 

(1,329)

 

 

2,389

 

934

Loss from equity method investments

 

(1,084)

 

(202)

 

 

(2,184)

 

(952)

Other

 

6

 

176

 

 

106

 

451

Total Other Income (Expense)

$

(290)

$

(631)

 

$

411

$

23

v3.24.3
Fair Value Measurements (Tables)
9 Months Ended
Sep. 30, 2024
Disclosure Text Block Supplement [Abstract]  
Fair Value Measurements, Recurring and Nonrecurring The fair values of the Company’s financial instruments associated with each of the three levels of the hierarchy are:

 

 

 

As of September 30, 2024

 

(in thousands)

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Cash and Cash Equivalents

$

173,641

$

$

$

173,641

Investments

 

24,188

 

 

37,234

 

61,422

Warrant Liability

 

 

 

(728)

 

(728)

 

$

197,829

$

$

36,506

$

234,335

 

 

 

As of December 31, 2023

 

(in thousands)

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Cash and Cash Equivalents

$

161,634

$

$

$

161,634

Investments

 

24,215

 

 

40,146

 

64,361

Contingent Consideration Payable

 

 

 

(33,250)

 

(33,250)

Warrant Liability

 

 

 

(3,117)

 

(3,117)

 

$

185,849

$

$

3,779

$

189,628

v3.24.3
Segment Reporting (Tables)
9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Revenues

The below table presents revenues by type for the three and nine months ended September 30, 2024 and 2023:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

 

2024

 

2023

 

 

(in thousands)

 

 

(in thousands)

Revenues, Net of Discounts

 

 

 

 

 

 

 

 

 

Retail

$

206,124

$

205,441

 

$

614,558

$

582,363

Consumer Packaged Goods

 

165,500

 

150,425

 

 

471,735

 

412,096

Intersegment Eliminations

 

(84,759)

 

(80,468)

 

 

(243,475)

 

(218,137)

Total Revenues, Net of Discounts

$

286,865

$

275,398

 

$

842,818

$

776,322

Depreciation and Amortization

 

 

 

 

 

 

 

 

 

Retail

$

10,657

$

9,598

 

$

31,339

$

27,539

Consumer Packaged Goods

 

17,835

 

16,030

 

 

52,913

 

45,824

Intersegment Eliminations

 

 

 

 

 

Total Depreciation and Amortization

$

28,492

$

25,628

 

$

84,252

$

73,363

Income Taxes

 

 

 

 

 

 

 

 

 

Retail

$

15,447

$

18,551

 

$

49,416

$

50,890

Consumer Packaged Goods

 

15,475

 

15,975

 

 

45,554

 

43,037

Intersegment Eliminations

 

 

 

 

 

Total Income Taxes

$

30,922

$

34,526

 

$

94,970

$

93,927

v3.24.3
Overview and Basis of Presentation - Additional Information (Detail) - shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Number of Shares Outstanding, Diluted 238,295,887 240,289,959 239,934,521 239,827,112
Anti-dilutive stock options excluded from the computation of diluted earnings per share 869,491 2,349,064 918,465 3,198,625
Employee Stock Option        
Number of Shares Outstanding, Diluted     8,491,983 10,229,895
Weighted Average Number Diluted Shares Outstanding Adjustment 1,001,228 211,651 1,339,591 153,215
Restricted Stock Units        
Number of Shares Outstanding, Diluted     4,561,819 3,499,193
Weighted Average Number Diluted Shares Outstanding Adjustment 923,686 618,525 1,669,708 1,425,045
Warrant        
Number of Shares Outstanding, Diluted     2,128,022 3,734,555
Weighted Average Number Diluted Shares Outstanding Adjustment 67,625   104,041  
v3.24.3
Inventories - Summary of inventory (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Inventory [Line Items]    
Raw Material $ 2,961 $ 1,547
Packaging and Miscellaneous 11,806 10,661
Work in Process 54,764 47,029
Finished Goods 72,566 57,631
Reserve for Obsolete Inventory (3,814) (3,898)
Total Inventories, net $ 138,283 $ 112,970
v3.24.3
Property and Equipment - Property, Plant and Equipment (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Total Property and Equipment $ 868,349 $ 814,396
Less: Accumulated Depreciation (172,683) (127,290)
Property and Equipment, net 695,666 687,106
Land [Member]    
Property, Plant and Equipment [Line Items]    
Total Property and Equipment 33,725 33,725
Land Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total Property and Equipment 1,538 1,046
Assets Under Construction [Member]    
Property, Plant and Equipment [Line Items]    
Total Property and Equipment 27,388 23,142
Buildings and Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total Property and Equipment 354,054 353,912
Equipment, Computers and Furniture [Member]    
Property, Plant and Equipment [Line Items]    
Total Property and Equipment 189,736 171,522
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total Property and Equipment 229,964 200,232
Capitalized Interest [Member]    
Property, Plant and Equipment [Line Items]    
Total Property and Equipment $ 31,944 $ 30,817
v3.24.3
Property and Equipment - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disclosure of Property of Equipment [Line Items]        
Depreciation expense $ 15,918 $ 12,885 $ 46,434 $ 35,266
Cost of Sales [Member]        
Disclosure of Property of Equipment [Line Items]        
Depreciation expense $ 10,240 $ 8,298 $ 29,963 $ 23,348
v3.24.3
Intangible Assets And Goodwill - Summary Of Intangible Assets (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 729,230 $ 729,230
Accumulated Amortization 228,370 190,552
Finite-Lived Intangible Assets, Net 500,860 538,678
Licenses And Permits [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 660,716 660,716
Accumulated Amortization 190,838 157,764
Finite-Lived Intangible Assets, Net 469,878 502,952
Trade Names [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 41,511 41,511
Accumulated Amortization 15,422 13,378
Finite-Lived Intangible Assets, Net 26,089 28,133
Customer Relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 24,438 24,438
Accumulated Amortization 19,545 16,927
Finite-Lived Intangible Assets, Net 4,893 7,511
Non Competition Agreement [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 2,565 2,565
Accumulated Amortization 2,565 2,483
Finite-Lived Intangible Assets, Net $ 0 $ 82
v3.24.3
Intangible Assets And Goodwill - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Amortization $ 12,574 $ 12,743 $ 37,818 $ 38,097  
Weighted average amortization period     10 years 8 months 4 days    
Goodwill net of accumulated impairment losses 57,372   $ 57,372   $ 57,372
Goodwill impairment charge 0 $ 0 0 $ 0  
Intangible assets [Member]          
Goodwill net of accumulated impairment losses $ 31,131   $ 31,131   $ 31,131
v3.24.3
Intangible Assets And Goodwill - Summary Of Estimated Annual Amortization Expense Related To Intangible Assets (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Finite Lived Intangible Assets Future Amortization Expense [Line Items]    
Remainder of 2024 $ 12,574  
2025 50,294  
2026 47,332  
2027 46,803  
2028 46,803  
2029 and Thereafter 297,054  
Finite-Lived Intangible Assets, Net $ 500,860 $ 538,678
v3.24.3
Intangible Assets And Goodwill - Summary Of Goodwill And Intangible Assets Disclosure (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Goodwill [Line Items]    
Goodwill $ 589,691 $ 589,691
Retail Segment [Member]    
Goodwill [Line Items]    
Goodwill 273,802 273,802
Consumer Packaged Goods Segment [Member]    
Goodwill [Line Items]    
Goodwill $ 315,889 $ 315,889
v3.24.3
Investments - Schedule Of Long Term Investments (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Longterm Investments [Line Items]          
Beginning balance     $ 64,361 $ 74,169 $ 74,169
Additions     3,817   8,200
Proceeds     (7,012)   (498)
Fair value adjustments $ (67) $ 724 91 $ (410)  
Fair value adjustment     256   (17,460)
Transfers and other     0   (50)
Ending balance $ 61,422   $ 61,422   $ 64,361
v3.24.3
Investments - Schedule of Change in Fair Value of Company's Investments (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Investments [Line Items]        
Accrued Interest on Notes Receivable Instruments $ (10) $ 51 $ 156 $ 257
fair value gains (losses) (77) 775 256 (153)
Equity Investments        
Investments [Line Items]        
fair value gains (losses) (67) 724 91 (410)
Notes Receivable Instruments        
Investments [Line Items]        
fair value gains (losses) $ 0 $ 0 $ 9 $ 0
v3.24.3
Investments - Schedule of equity investments (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Debt and Equity Securities, FV-NI [Line Items]          
Additions     $ 3,817   $ 8,200
Proceeds     (7,012)   (498)
Fair value adjustments $ (67) $ 724 91 $ (410)  
Transfers and other     (0)   50
Level 1          
Debt and Equity Securities, FV-NI [Line Items]          
Beginning 507 1,370 2,001 2,535 2,535
Proceeds (440) 0 (2,092) (31)  
Fair value adjustments (67) 724 91 (410)  
Ending 0 2,094 0 2,094 2,001
Level 3          
Debt and Equity Securities, FV-NI [Line Items]          
Beginning 25,953 42,330 25,953 40,330 40,330
Additions 852 0 852 2,000  
Transfers and other 5,000 0 5,000 0  
Ending $ 31,805 $ 42,330 $ 31,805 $ 42,330 $ 25,953
v3.24.3
Investments - Schedule of unrealized (losses) gains associated equity investments (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Equity Securities, FV-NI, Unrealized Gain (Loss) [Abstract]        
Unrealized gain (loss) recognized on equity investments $ (67) $ 724 $ 91 $ (410)
Realized gain (loss) recognized on equity investments (67) 64 91 60
Net unrealized gain (loss) on equity investments $ 0 $ 660 $ 0 $ (350)
v3.24.3
Investments - Schedule of Notes Receivable Instrument Investments (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Jan. 09, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Additions       $ 3,817   $ 8,200
Fair value adjustments   $ (67) $ 724 91 $ (410)  
Proceeds       (7,012)   (498)
Accrued Interest   (10) 51 156 257  
Transfers and other       0   (50)
Level 1            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Fair value adjustments   (67) 724 91 (410)  
Proceeds   (440) 0 (2,092) (31)  
Level 3            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Additions   852 0 852 2,000  
Transfers and other   (5,000) 0 (5,000) 0  
Notes Receivable Instruments            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Accrued Interest on Notes Receivable Instruments $ 605          
Notes Receivable Instruments | Level 1            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Beginning Balance   24,188 22,214 22,214 22,214 22,214
Additions   0 0 1,965 0  
Fair value adjustments   0 0 9 0  
Ending Balance   24,188 22,214 24,188 22,214 22,214
Notes Receivable Instruments | Level 3            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Beginning Balance   10,764 9,146 14,193 9,090 9,090
Additions   0 1,500 1,000 1,700  
Proceeds   (325) 0 (4,920) (300)  
Accrued Interest   (10) 51 156 257  
Transfers and other   (5,000) 0 (5,000) (50)  
Ending Balance   $ 5,429 $ 10,697 $ 5,429 $ 10,697 $ 14,193
v3.24.3
Investments - Additional Information (Detail) - USD ($)
$ in Thousands
9 Months Ended
Jan. 09, 2024
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2019
Dec. 31, 2017
Investments [Line Items]                  
Debt instrument interest rate               7.00% 2.17%
Cannabis Companies [Member]                  
Investments [Line Items]                  
Equity interest, fair value disclosure   $ 61,422   $ 64,361          
Level 1                  
Investments [Line Items]                  
Equity interest, fair value disclosure   0 $ 507 2,001 $ 2,094 $ 1,370 $ 2,535    
Level 3                  
Investments [Line Items]                  
Equity interest, fair value disclosure   $ 31,805 $ 25,953 $ 25,953 $ 42,330 $ 42,330 $ 40,330    
Notes Receivable [Member]                  
Investments [Line Items]                  
Accrued Interest on Notes Receivable Instruments $ 605                
Principal amount $ 4,000                
Notes Receivable [Member] | Level 1                  
Investments [Line Items]                  
Debt instrument interest rate   13.00%              
Debt Maturity Date   Apr. 29, 2025              
Notes Receivable [Member] | Level 3                  
Investments [Line Items]                  
Debt instrument interest rate   10.00%              
Minimum [member] | Notes Receivable [Member] | Level 3                  
Investments [Line Items]                  
Debt instrument, Term   12 months              
Maximum [member] | Notes Receivable [Member] | Level 3                  
Investments [Line Items]                  
Debt instrument, Term   5 years              
v3.24.3
Leases - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Acquired Finite-Lived Intangible Assets [Line Items]        
Operating lease expense $ 16,946 $ 11,628 $ 41,622 $ 35,996
Florida And Lllinois [Member]        
Acquired Finite-Lived Intangible Assets [Line Items]        
Operating lease expense $ 145 $ 139 $ 450 $ 415
Maximum [Member] | Florida And Lllinois [Member]        
Acquired Finite-Lived Intangible Assets [Line Items]        
Lease term 15 years   15 years  
Minimum [Member] | Florida And Lllinois [Member]        
Acquired Finite-Lived Intangible Assets [Line Items]        
Lease term 7 years   7 years  
v3.24.3
Leases - Schedule Of Other Information Related To Operating Leases (Detail)
Sep. 30, 2024
Dec. 31, 2023
Lessee, Lease, Description [Line Items]    
Weighted average remaining lease term (years) 10 years 11 months 23 days 11 years 9 months
Weighted average discount rate 12.27% 12.40%
v3.24.3
Leases - Lessee Operating Lease Liability Maturity (Detail)
$ in Thousands
Sep. 30, 2024
USD ($)
Lessee, Lease, Description [Line Items]  
Remainder of 2024 $ 11,639
2025 46,115
2026 46,470
2027 46,936
2028 45,813
2029 and Thereafter 333,611
Total Lease Payments 530,584
Less: Interest (256,465)
Present Value of Lease Liability 274,119
Third Party [Member]  
Lessee, Lease, Description [Line Items]  
Remainder of 2024 11,493
2025 45,523
2026 45,867
2027 46,364
2028 45,449
2029 and Thereafter 332,247
Total Lease Payments 526,943
Less: Interest (255,309)
Present Value of Lease Liability 271,634
Related Party [Member]  
Lessee, Lease, Description [Line Items]  
Remainder of 2024 146
2025 592
2026 603
2027 572
2028 364
2029 and Thereafter 1,364
Total Lease Payments 3,641
Less: Interest (1,156)
Present Value of Lease Liability $ 2,485
v3.24.3
Notes Payable - Schedule of Debt (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Sep. 11, 2024
Dec. 31, 2023
Debt Instrument [Line Items]      
Total notes payable $ 255,579   $ 308,523
Less: current portion of notes payable (9,397)   (2,996)
Notes payable, net of current portion 246,182   305,527
Syndicated credit facility dated September 11, 2024 [Member]      
Debt Instrument [Line Items]      
Total notes payable [1] 147,871   0
Notes payable, net of current portion 150,000 $ 150,000  
Acquired Debt [member]      
Debt Instrument [Line Items]      
Total notes payable [2] 0   351
Private Placement Debt April 30, 2021 [Member]      
Debt Instrument [Line Items]      
Total notes payable [3] 0   221,680
Mortgage Notes [Member]      
Debt Instrument [Line Items]      
Total notes payable [4] $ 107,708   $ 86,492
[1] The Credit Facility (as defined below in Section (a) of this Note 7) was issued in an aggregate amount of $150,000 thousand, and will bear interest at the Secured Overnight Financing Rate (“SOFR”) + 500 basis points, payable quarterly. The Credit Facility matures on September 11, 2029. As of September 30, 2024, the Credit Facility's outstanding principal balance was $150,000 thousand, which was recorded net of debt discount of $2,129 thousand
[2] In connection with acquisitions completed in 2017 and 2019, the Company committed to provide charitable contributions of $50 thousand per quarter through October 2024 and $250 thousand per year through May 2024, respectively. The net present value of these contributions was recorded as a liability with interest rates ranging between 2.17% - 7.00%. As of September 30, 2024, the Company has fully satisfied these commitments.
[3] The April 30, 2021 private placement debt, as amended on October 21, 2021 (the “April 30, 2021 Notes”), were retired as of September 11, 2024.
[4] The Company has issued various mortgage notes at an aggregate value of $112,285 thousand and $88,785 thousand in connection with various operating properties as of September 30, 2024 and December 31, 2023, respectively. The mortgage notes were issued at a discount, the carrying value of which was $1,060 thousand and $725 thousand, and are presented net of principal payments of $3,517 thousand and $1,568 thousand as of September 30, 2024 and December 31, 2023, respectively. These mortgage notes mature between August 20, 2025 and June 5, 2035 with interest rates ranging between 5.00% and 7.77%.
v3.24.3
Notes Payable - Schedule of Debt (Parenthetical) (Detail) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 11, 2024
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2019
Dec. 31, 2017
Debt Instrument [Line Items]          
Charitable Contribution Quarterly Payment       $ 250 $ 50
Charitable Contribution, Date Of Last Payment       May 2024 October 2024
Debt Instrument Interest Rate       7.00% 2.17%
Notes payable   $ 255,579 $ 308,523    
Notes Payable Outstanding   246,182 305,527    
Syndicated credit facility dated September 11, 2024 [Member]          
Debt Instrument [Line Items]          
Debt Instrument Interest Rate 10.10%        
Notes payable [1]   147,871 0    
Notes Payable Outstanding $ 150,000 150,000      
Long-Term Debt, Gross $ 150,000 2,129      
Debt Maturity Date Sep. 11, 2029        
Debt Instrument Carrying Amount $ 150,000 2,129      
Private Placement Debt April 30, 2021 [Member]          
Debt Instrument [Line Items]          
Notes payable [2]   0 221,680    
Mortgage Notes [Member]          
Debt Instrument [Line Items]          
Notes payable [3]   107,708 86,492    
Long-Term Debt, Gross   1,060 725    
Debt face value   112,285 88,785    
Debt Instrument Carrying Amount   1,060 725    
Debt Instrument, Annual Principal Payment   $ 3,517 $ 1,568    
Mortgage Notes [Member] | Maximum [Member]          
Debt Instrument [Line Items]          
Debt Instrument Interest Rate     7.77%    
Debt Maturity Date     Jun. 05, 2035    
Mortgage Notes [Member] | Minimum [Member]          
Debt Instrument [Line Items]          
Debt Instrument Interest Rate   5.00%      
Debt Maturity Date   Aug. 20, 2025      
[1] The Credit Facility (as defined below in Section (a) of this Note 7) was issued in an aggregate amount of $150,000 thousand, and will bear interest at the Secured Overnight Financing Rate (“SOFR”) + 500 basis points, payable quarterly. The Credit Facility matures on September 11, 2029. As of September 30, 2024, the Credit Facility's outstanding principal balance was $150,000 thousand, which was recorded net of debt discount of $2,129 thousand
[2] The April 30, 2021 private placement debt, as amended on October 21, 2021 (the “April 30, 2021 Notes”), were retired as of September 11, 2024.
[3] The Company has issued various mortgage notes at an aggregate value of $112,285 thousand and $88,785 thousand in connection with various operating properties as of September 30, 2024 and December 31, 2023, respectively. The mortgage notes were issued at a discount, the carrying value of which was $1,060 thousand and $725 thousand, and are presented net of principal payments of $3,517 thousand and $1,568 thousand as of September 30, 2024 and December 31, 2023, respectively. These mortgage notes mature between August 20, 2025 and June 5, 2035 with interest rates ranging between 5.00% and 7.77%.
v3.24.3
Notes Payable (Additional Information) (Details) - USD ($)
$ in Thousands
Sep. 11, 2024
Sep. 04, 2024
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2019
Dec. 31, 2017
Line of Credit Facility [Line Items]            
Notes Payable Outstanding     $ 246,182 $ 305,527    
Debt instrument interest rate         7.00% 2.17%
Warwick New York Mortgage Note [Member]            
Line of Credit Facility [Line Items]            
Debt Maturity Date   Sep. 04, 2029        
Debt instrument interest rate   7.75%        
Debt face value   $ 23,500        
Syndicated credit facility dated September 11, 2024 [Member]            
Line of Credit Facility [Line Items]            
Notes Payable Outstanding $ 150,000   $ 150,000      
Debt Maturity Date Sep. 11, 2029          
Debt instrument interest rate 10.10%          
v3.24.3
Warrants - Schedule of Stockholders' Equity Note, Warrants or Rights (Detail)
9 Months Ended
Sep. 30, 2024
$ / shares
shares
Liability Classified Warrant [member]  
Class of Warrant or Right [Line Items]  
Number of Shares, Beginning Balance | shares 1,997,208
Number of Shares, Expired | shares (1,606,533)
Number of Shares, Ending Balance | shares 390,675
Weighted Average Exercise Price, Beginning Balance | $ / shares $ 18.03
Weighted Average Exercise Price, Expired | $ / shares 0
Weighted Average Exercise Price, Ending Balance | $ / shares $ 12.42
Weighted Average Contractual Life, Beginning Balance 6 months
Weighted Average Contractual Life, Ending Balance 2 months 15 days
Equity Classified Warrant [member]  
Class of Warrant or Right [Line Items]  
Number of Shares, Beginning Balance | shares 1,737,347
Number of Shares, Expired | shares 0
Number of Shares, Ending Balance | shares 1,737,347
Weighted Average Exercise Price, Beginning Balance | $ / shares $ 31.83
Weighted Average Exercise Price, Expired | $ / shares 0
Weighted Average Exercise Price, Ending Balance | $ / shares $ 31.83
Weighted Average Contractual Life, Beginning Balance 2 years 4 months 17 days
Weighted Average Contractual Life, Ending Balance 1 year 7 months 17 days
v3.24.3
Warrants - Schedule Of Fair Value Of Warrant Liability (Detail) - Liability Classified Warrant [member] - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2023
Sep. 30, 2024
Class of Warrant or Right [Line Items]    
Warrants Outstanding 1,997,208 390,675
Warrant Liability $ 3,117 $ 728
Change in Fair value of warrants liability (2,389)  
Private Placement Financing Warrants [member]    
Class of Warrant or Right [Line Items]    
Strike Price   $ 19.39
Warrants Outstanding   0
Warrant Liability 1,673 $ 0
Change in Fair value of warrants liability (1,673)  
Modification Warrants [member]    
Class of Warrant or Right [Line Items]    
Strike Price   $ 12.04
Warrants Outstanding   316,947
Warrant Liability 1,151 $ 560
Change in Fair value of warrants liability (591)  
Additional Modification Warrants [member]    
Class of Warrant or Right [Line Items]    
Strike Price   $ 14.03
Warrants Outstanding   73,728
Warrant Liability 293 $ 168
Change in Fair value of warrants liability $ (125)  
v3.24.3
Warrants - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Class of Warrant or Right [Line Items]        
Fair Value Adjustment of Warrants $ 855 $ 1,329 $ 2,389 $ 934
v3.24.3
Warrants - Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Warrant Liability (Detail) - Liability Classified Warrant [member]
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Volatility | Minimum [member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 0.5764 0.6176
Volatility | Maximum [member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 0.7007 0.7431
Remaining Term | Minimum [member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and rights outstanding measurement Input term 1 month 9 days 4 months 20 days
Remaining Term | Maximum [member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and rights outstanding measurement Input term 7 months 20 days 1 year 4 months 20 days
Risk Free Rate | Minimum [member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 0.0294 0.0391
v3.24.3
Warrants - Fair Value Of The Equity Classified Warrants (Detail) - Equity Classified Warrant [member] - USD ($)
$ / shares in Units, $ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Class of Warrant or Right [Line Items]    
Warrants Outstanding 1,737,347 1,737,347
Warrant Liability $ 25,056 $ 25,056
Dispensary Mortgage Warrants [member]    
Class of Warrant or Right [Line Items]    
Strike Price $ 9.1  
Warrants Outstanding 35,000  
Warrant Liability $ 181 181
Private Placement Refinance Warrants April 2021 [Member]    
Class of Warrant or Right [Line Items]    
Strike Price $ 32.68  
Warrants Outstanding 1,459,044  
Warrant Liability $ 22,259 22,259
Private Placement Refinance Warrants October 2021 [Member]    
Class of Warrant or Right [Line Items]    
Strike Price $ 30.02  
Warrants Outstanding 243,303  
Warrant Liability $ 2,616 $ 2,616
v3.24.3
Warrants - Schedule Of Fair Value Measurement Inputs and Valuation Techniques Used In Determining Equity Classified Warrants (Detail) - Equity Classified Warrant [Member]
9 Months Ended
Sep. 30, 2024
Private Placement Refinance Warrants October 2021 [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrant issuance date Oct. 15, 2021
Private Placement Refinance Warrants April 2021 [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrant issuance date Apr. 30, 2021
Dispensary Mortgage Warrants [member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrant issuance date Jun. 05, 2020
Volatility | Private Placement Refinance Warrants October 2021 [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and Rights Outstanding, Measurement Input 0.73
Volatility | Private Placement Refinance Warrants April 2021 [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and Rights Outstanding, Measurement Input 0.73
Volatility | Dispensary Mortgage Warrants [member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and Rights Outstanding, Measurement Input 0.80
Remaining Term | Private Placement Refinance Warrants October 2021 [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and rights outstanding measurement Input term 4 years
Remaining Term | Private Placement Refinance Warrants April 2021 [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and rights outstanding measurement Input term 4 years
Remaining Term | Dispensary Mortgage Warrants [member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and rights outstanding measurement Input term 5 years
Risk Free Rate | Private Placement Refinance Warrants October 2021 [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and Rights Outstanding, Measurement Input 0.0112
Risk Free Rate | Private Placement Refinance Warrants April 2021 [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and Rights Outstanding, Measurement Input 0.0074
Risk Free Rate | Dispensary Mortgage Warrants [member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and Rights Outstanding, Measurement Input 0.0037
v3.24.3
Share Capital - Schedule of Common Stock Outstanding Roll Forward (Detail)
9 Months Ended
Sep. 30, 2024
shares
Subordinate Voting Shares [Member]  
Class of Stock [Line Items]  
Beginning balance 209,871,792
Ending balance 211,718,705
Subordinate Voting Shares [Member] | Share Capital [Member]  
Class of Stock [Line Items]  
Beginning balance 209,871,792
Distribution of contingent consideration 1,250,000
Issuance of shares upon exercise of options 1,331,937
Issuances of shares upon vesting of RSUs 905,176
Repurchase of Subordinate Voting Shares (2,725,000)
Exchange of shares 1,084,800
Ending balance 211,718,705
Multiple Voting Shares [Member]  
Class of Stock [Line Items]  
Beginning balance 38,531
Ending balance 37,683
Multiple Voting Shares [Member] | Share Capital [Member]  
Class of Stock [Line Items]  
Beginning balance 38,531
Exchange of shares (848)
Ending balance 37,683
Super Voting Shares [Member]  
Class of Stock [Line Items]  
Beginning balance 216,690
Ending balance 206,690
Super Voting Shares [Member] | Share Capital [Member]  
Class of Stock [Line Items]  
Beginning balance 216,690
Exchange of shares (10,000)
Ending balance 206,690
v3.24.3
Share Capital - Share-based Payment Arrangement, Option, Activity (Detail) - $ / shares
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of Shares, Balance 10,071,467  
Number of Share, Granted 797,289  
Number of Shares, Exercised (1,331,937)  
Number of Shares, Forfeited (1,044,836)  
Number of Shares, Ending Balance 8,491,983 10,071,467
Number of Share, Exercisable 3,400,436  
Weighted Average Exercise Price, Balance $ 11.75  
Weighted Average Exercise Price, Granted 14.96  
Weighted Average Exercise Price, Exercised 8.66  
Weighted Average Exercise Price, Forfeited 14.06  
Weighted Average Exercise Price, Ending Balance 12.65 $ 11.75
Weighted Average Exercise Price, Exercisable $ 7.66  
Weighted Average Contractual Life, Balance 4 years 5 months 8 days 4 years 3 months 21 days
Weighted Average Contractual Life, Exercisable 3 years 10 months 13 days  
v3.24.3
Share Capital - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail)
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Risk-free interest rate, Minumum 3.02% 3.06%
Risk-free interest rate, Maximum 3.92% 4.32%
Expected dividend yield 0.00% 0.00%
Expected volatility 62.00% 64.00%
Minimum [Member]    
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Expected option life 4 years 5 months 15 days 3 years 6 months
Maximum [Member]    
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Expected volatility 64.00%  
Expected option life 4 years 6 months 4 years 6 months
v3.24.3
Share Capital - Non-vested Restricted Stock Shares Activity (Detail)
9 Months Ended
Sep. 30, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Shares, Balance | shares 3,620,638
Number of Shares, Granted | shares 2,635,868
Number of Shares, Forfeited | shares (789,511)
Number of Shares, Vested | shares (905,176)
Number of Shares, Balance | shares 4,561,819
Weighted Average Grant Date Fair Value, Balance | $ / shares $ 9.25
Weighted Average Grant Date Fair Value, Granted | $ / shares 14.45
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 11.62
Weighted Average Grant Date Fair Value, Vested | $ / shares 9.86
Weighted Average Grant Date Fair Value, Balance | $ / shares $ 11.52
v3.24.3
Share Capital - Schedule of Stock-Based Compensation Expense (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Stock-Based Compensation Expense $ 8,349 $ 7,215 $ 23,705 $ 20,835
Stock options expense        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Stock-Based Compensation Expense 2,387 4,009 8,081 12,795
Restricted Stock Units        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Stock-Based Compensation Expense $ 5,962 $ 3,206 $ 15,624 $ 8,040
v3.24.3
Share Capital - Additional Information (Detail)
$ in Thousands
3 Months Ended 9 Months Ended
Feb. 15, 2024
USD ($)
Feb. 09, 2024
shares
Jun. 01, 2018
Sep. 30, 2024
USD ($)
shares
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Dispensary
shares
Sep. 30, 2023
USD ($)
Sep. 13, 2024
USD ($)
shares
Selling, General and Administrative Expense       $ 104,967 $ 84,779 $ 275,725 $ 249,515  
Share Repurchase Program, Authorized, Number of Shares | shares       2,725,000   2,725,000    
Share Repurchase Program, Remaining Authorized, Amount       $ 73,304   $ 73,304    
Dharma Pharmaceuticals LLC [Member]                
Conversion of Stock, Shares Issued | shares   1,250,000       65,000,000    
Selling, General and Administrative Expense $ 15,991              
Dharma Pharmaceuticals LLC [Member] | Maximum [member]                
Retail dispensary | Dispensary           5    
Restricted Stock Units (RSUs) [Member]                
Cost Not yet Recognized, Amount       $ 54,282   $ 54,282    
Cost Not yet Recognized, Period for Recognition           2 years 10 days    
Multiple Voting Shares [Member] | Conversion Of Multiple Voting Shares [member]                
Voting Rights           100    
Subordinate Voting Shares [Member] | Dharma Pharmaceuticals LLC [Member]                
Issuance of shares under business combinations and investments, value $ 17,259              
Subordinate Voting Shares [Member] | GTII Stock and Incentive Plan [Member]                
Percentage of maximum number of shares issued under the plan     10.00%          
Super Voting Shares [Member] | Conversion Of Super Voting Shares [member]                
Voting Rights           1,000    
Repurchase of Subordinate Voting Shares[Member]                
Share Repurchase Program, Authorized, Number of Shares | shares       6,568,125   6,568,125   10,573,860
Share Repurchase Program, Remaining Authorized, Amount       $ 33,448   $ 33,448    
Share Repurchase Program, Authorized, Amount               $ 50,000
v3.24.3
Income Tax Expense - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]        
Income before Income Taxes $ 39,703 $ 45,333 $ 156,017 $ 127,829
Income Tax Expense $ 30,922 $ 34,526 $ 94,970 $ 93,927
Effective Tax Rate 77.90% 76.20% 60.90% 73.50%
v3.24.3
Income Tax Expense - Additional Information (Detail) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]    
Income tax paid $ 87,946 $ 80,398
v3.24.3
Other Income (Expense) - Schedule of Other Nonoperating Income (Expense) (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Fair value adjustments on equity investments $ (67) $ 724 $ 100 $ (410)
Fair value adjustment on warrants issued 855 (1,329) 2,389 934
Loss from equity method investments (1,084) (202) (2,184) (952)
Other 6 176 106 451
Total Other Income (Expense) $ (290) $ (631) $ 411 $ 23
v3.24.3
Commitments and Contingencies - Additional of Information (Detail)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2024
USD ($)
Lawsuit
Dec. 31, 2023
Lawsuit
Disclosure of Commitments and Contingencies [Line Items]      
Loss contingency, damages sought, value $ 7,307    
Construction Commitments [Member]      
Disclosure of Commitments and Contingencies [Line Items]      
Contractual obligation $ 19,800 $ 19,800  
Pending Litigation [Member]      
Disclosure of Commitments and Contingencies [Line Items]      
Loss contingency, number of plaintiffs | Lawsuit   0 0
v3.24.3
Fair Value Measurements - Fair Value Measurements, Recurring and Nonrecurring (Detail) - Financial Instruments [Member] - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and Cash Equivalents $ 173,641 $ 161,634
Investments 61,422 64,361
Contingent Consideration Payable   (33,250)
Warrant Liability (728) (3,117)
Fair Value, Net Asset (Liability) 234,335 189,628
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and Cash Equivalents 173,641 161,634
Investments 24,188 24,215
Contingent Consideration Payable   0
Warrant Liability 0 0
Fair Value, Net Asset (Liability) 197,829 185,849
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and Cash Equivalents 0 0
Investments 0 0
Contingent Consideration Payable   0
Warrant Liability 0 0
Fair Value, Net Asset (Liability) 0 0
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and Cash Equivalents 0 0
Investments 37,234 40,146
Contingent Consideration Payable   (33,250)
Warrant Liability (728) (3,117)
Fair Value, Net Asset (Liability) $ 36,506 $ 3,779
v3.24.3
Fair Value Measurements - Additional Information (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]    
Notes payable $ 255,579 $ 308,523
Current Portion of Notes Payable $ 9,397 $ 2,996
v3.24.3
Segment Reporting - Schedule of Revenues (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]        
Revenues $ 286,865 $ 275,398 $ 842,818 $ 776,322
Depreciation and Amortization 28,492 25,628 84,252 73,363
Income Taxes 30,922 34,526 94,970 93,927
Operating Segments [Member] | Consumer Packaged Goods Segment [Member]        
Segment Reporting Information [Line Items]        
Revenues 165,500 150,425 471,735 412,096
Depreciation and Amortization 17,835 16,030 52,913 45,824
Income Taxes 15,475 15,975 45,554 43,037
Operating Segments [Member] | Retail Segment [Member]        
Segment Reporting Information [Line Items]        
Revenues 206,124 205,441 614,558 582,363
Depreciation and Amortization 10,657 9,598 31,339 27,539
Income Taxes 15,447 18,551 49,416 50,890
Operating Segments [Member] | Intersegment Eliminations and Corporate [Member]        
Segment Reporting Information [Line Items]        
Revenues (84,759) (80,468) (243,475) (218,137)
Depreciation and Amortization 0 0 0 0
Income Taxes $ 0 $ 0 $ 0 $ 0
v3.24.3
Segment Reporting - Additional Information (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Goodwill $ 589,691 $ 589,691
Intangible Assets Net 500,860 538,678
Consumer Packaged Goods Segment [Member]    
Goodwill 315,889 315,889
Retail Segment [Member]    
Goodwill 273,802 273,802
Operating Segments [Member] | Consumer Packaged Goods Segment [Member]    
Goodwill 315,889 315,889
Intangible Assets Net 240,470 260,186
Operating Segments [Member] | Retail Segment [Member]    
Goodwill 273,802 273,802
Intangible Assets Net $ 260,390 $ 278,492
v3.24.3
Subsequent Events (Additional Information) (Details) - Subsequent Event [Member] - Agrify Corporation [Member]
$ in Thousands
Nov. 05, 2024
USD ($)
Subsequent Event [Line Items]  
Business Acquisition, Percentage of Voting Interests Acquired 43.00%
Debt instrument, Amount drawn at closing $ 10,000
Cash paid to acquire Business 18,000
Convertible Secured Note $ 20,000

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