ACQUISITIONS - Narrative (Details)
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1 Months Ended |
12 Months Ended |
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Dec. 18, 2020
dispensary
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Jul. 24, 2020
USD ($)
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Jan. 29, 2020
USD ($)
dispensary
$ / shares
shares
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Sep. 30, 2022 |
Jul. 31, 2022
USD ($)
shares
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Apr. 30, 2022
USD ($)
ft²
dispensary
$ / shares
shares
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Mar. 31, 2022
USD ($)
$ / shares
shares
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Sep. 30, 2021
USD ($)
ft²
dispensary
$ / shares
shares
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Jul. 31, 2021
USD ($)
ft²
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Apr. 30, 2021
USD ($)
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Mar. 31, 2021
USD ($)
$ / shares
shares
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Jan. 31, 2021
shares
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Jul. 31, 2020
USD ($)
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Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
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Dec. 31, 2020
USD ($)
shares
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Dec. 31, 2019
USD ($)
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Jul. 31, 2021
a
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Aug. 11, 2020 |
Jun. 25, 2020 |
Dec. 31, 2018 |
Business Acquisition [Line Items] |
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Contingent consideration liabilities - current portion |
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$ 3,398,000
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$ 0
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Other liabilities - non-current |
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1,395,000
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8,223,000
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Acquisition related costs |
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1,204,000
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350,000
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$ 502,000
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Contributed revenues |
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28,912,000
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15,107,000
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36,364,000
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Contributed net (loss) income |
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$ (43,603,000)
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$ (1,120,000)
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7,667,000
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Stock price per share |
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Business Acquisition [Line Items] |
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Warrants and rights outstanding, measurement input |
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1.28
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Exercise price |
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Business Acquisition [Line Items] |
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Warrants and rights outstanding, measurement input |
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2.00
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Remaining life |
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Business Acquisition [Line Items] |
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Warrants and rights outstanding, measurement input |
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1.35
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Weighted average volatility |
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Business Acquisition [Line Items] |
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Warrants and rights outstanding, measurement input |
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0.76
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Risk-free annual interest rate |
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Business Acquisition [Line Items] |
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Warrants and rights outstanding, measurement input |
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0.0146
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Discount Rate |
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Business Acquisition [Line Items] |
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Intangible assets, measurement input |
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0.12
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Measurement Input, Growth Rate |
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Business Acquisition [Line Items] |
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Intangible assets, measurement input |
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0
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Measurement Input, Useful Life, Minimum |
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Business Acquisition [Line Items] |
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Intangible assets, measurement input |
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9
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Measurement Input, Useful Life, Maximum |
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Business Acquisition [Line Items] |
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Intangible assets, measurement input |
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11
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PAMS | Affiliated Entity |
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Business Acquisition [Line Items] |
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Consideration paid in promissory notes (fair value) |
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$ 3,000,000
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OhiGrow |
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Business Acquisition [Line Items] |
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Area of real estate property (in sq ft) |
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10,000
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1.35
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Consideration paid in cash, as adjusted for working capital adjustments |
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$ 4,949,000
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Grover Beach |
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Business Acquisition [Line Items] |
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Consideration paid in cash, as adjusted for working capital adjustments |
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$ 3,592,000
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Equity acquired |
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22.00%
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78.00%
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Equity interest issued and issuable (in shares) | shares |
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49,348
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Equity issued, price per share (in dollars per share) | $ / shares |
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$ 7.46
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Rights to remaining equity |
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$ 1
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Unsecured Debt |
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Business Acquisition [Line Items] |
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Debt instrument interest rate |
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12.00%
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Nature's Remedy Three-Year Note | Unsecured Debt |
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Business Acquisition [Line Items] |
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Debt instrument term |
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3 years
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3 years
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Debt instrument principal amount |
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$ 11,500,000
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Debt instrument interest rate |
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8.00%
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Nature's Remedy Five-Year Note |
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Business Acquisition [Line Items] |
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Debt instrument term |
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5 years
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Nature's Remedy Five-Year Note | Unsecured Debt |
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Business Acquisition [Line Items] |
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Debt instrument principal amount |
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$ 5,000,000
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Debt instrument interest rate |
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8.00%
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PAMS | Secured Debt |
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Business Acquisition [Line Items] |
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Debt instrument interest rate |
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12.00%
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NuLeaf |
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Business Acquisition [Line Items] |
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Equity interests acquired |
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100.00%
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Consideration paid in cash, net of working capital adjustments |
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$ 14,918,000
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Equity issued (in shares) | shares |
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4,662,384
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Equity issued, price per share (in dollars per share) | $ / shares |
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$ 2.91
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Debt instrument term |
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5 years
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5 years
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Consideration payable in cash (customary hold back liability) |
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$ 932,000
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Contingent liability |
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10,000,000
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Contingent liability, cash |
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3,000,000
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Contingent liability, additional debt |
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3,000,000
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Payment for contingent consideration liability |
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$ 3,000,000
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Payment for contingent consideration liability, net |
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$ 2,657,000
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Equity interest issued to settle contingent liability (in shares) | shares |
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888,880
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Equity interest issued to settle contingent liability |
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$ 1,529,000
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Consideration paid in promissory notes (fair value) |
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12,860,000
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Contingent consideration liabilities - current portion |
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$ 7,989,000
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NuLeaf | Las Vegas, Nevada |
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Business Acquisition [Line Items] |
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Number of retail dispensaries | dispensary |
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2
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NuLeaf | Las Vegas Boulevard, Nevada |
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Business Acquisition [Line Items] |
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Number of retail dispensaries | dispensary |
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1
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NuLeaf | Sparks, Nevada |
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Business Acquisition [Line Items] |
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Area of real estate property (in sq ft) | ft² |
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27,000
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NuLeaf | Reno, Nevada |
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Business Acquisition [Line Items] |
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Area of real estate property (in sq ft) | ft² |
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13,000
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NuLeaf | Nuleaf Unsecured Promissory Notes | Unsecured Debt |
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Business Acquisition [Line Items] |
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Debt instrument principal amount |
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$ 15,750,000
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Senior notes, fair value |
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$ 12,860,000
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Debt instrument interest rate |
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8.00%
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Apothecarium |
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Business Acquisition [Line Items] |
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|
|
|
|
|
|
|
|
|
|
|
|
|
Equity interests acquired |
|
|
|
|
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration paid in cash, net of working capital adjustments |
|
|
|
|
|
|
$ 6,703,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity issued (in shares) | shares |
|
|
|
|
|
|
527,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity issued, price per share (in dollars per share) | $ / shares |
|
|
|
|
|
|
$ 3.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument term |
|
|
|
|
|
|
5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration payable in cash (customary hold back liability) |
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration paid in promissory notes (fair value) |
|
|
|
|
|
|
9,853,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration paid in promissory notes (fair value) |
|
|
|
|
|
|
6,922,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration liabilities - current portion |
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nature’s Remedy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity interests acquired |
|
|
|
|
|
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of retail dispensaries | dispensary |
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Area of real estate property (in sq ft) | ft² |
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity issued (in shares) | shares |
|
|
|
|
|
|
|
8,700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity issued, price per share (in dollars per share) | $ / shares |
|
|
|
|
|
|
|
$ 4.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent liability |
|
|
|
|
|
|
|
$ 8,223,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment for contingent consideration liability |
|
|
|
|
$ 5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration paid in promissory notes (fair value) |
|
|
|
|
|
|
|
15,345,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration, equity interest issued and issuable |
|
|
|
|
|
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum contingent consideration |
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum contingent consideration |
|
|
|
|
|
|
|
10,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration liabilities - current portion |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 3,398,000
|
|
|
|
|
|
|
|
Other liabilities - non-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,395,000
|
|
|
|
|
|
|
|
Consideration paid in cash, net of working capital adjustments |
|
|
|
|
|
|
|
$ 40,360,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nature’s Remedy | First Milestone Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration period |
|
|
|
|
|
|
|
12 months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nature’s Remedy | Second Milestone Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,793,000
|
|
|
|
|
|
|
|
Contingent consideration period |
|
|
|
|
|
|
|
18 months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nature’s Remedy | Nature's Remedy Three-Year Note |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument term |
|
|
|
3 years
|
|
|
|
3 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent liability, additional debt |
|
|
|
|
|
|
|
$ 5,000,000
|
|
|
|
|
|
5,000,000
|
|
|
|
|
|
|
|
Consideration paid in promissory notes (fair value) |
|
|
|
|
|
|
|
$ 11,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum contingent consideration, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 4,708,000
|
|
|
|
|
|
|
|
Nature’s Remedy | Nature's Remedy Five-Year Note |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument term |
|
|
|
|
|
|
|
5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration paid in promissory notes (fair value) |
|
|
|
|
|
|
|
$ 5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OSD |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity interests acquired |
|
|
|
|
|
|
|
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
Consideration paid in promissory notes (fair value) |
|
|
|
|
|
|
|
|
|
$ 3,100,000
|
|
|
|
|
|
|
|
|
|
|
|
Consideration paid in promissory notes (fair value) |
|
|
|
|
|
|
|
|
|
2,429,000
|
|
|
|
|
|
|
|
|
|
|
|
Consideration paid in cash, net of working capital adjustments |
|
|
|
|
|
|
|
|
|
$ 1,827,000
|
|
|
|
|
|
|
|
|
|
|
|
PAMS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity interests acquired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00%
|
|
|
Consideration paid in promissory notes (fair value) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,658,000
|
|
|
|
|
|
Consideration paid in cash, net of working capital adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,054,000
|
|
|
|
|
|
PADS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity interests acquired |
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase option, expiration period |
18 months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of businesses acquired | dispensary |
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to acquire business, purchase option |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,553,000
|
|
|
|
|
|
Purchase option, gain (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
440,000
|
|
|
|
|
|
Consideration paid in cash, net of working capital adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,671,000
|
|
|
|
|
|
TGS Transaction |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity interests acquired |
|
|
75.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51.00%
|
Equity issued (in shares) | shares |
|
|
416,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent liability |
|
|
$ 8,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration paid in promissory notes (fair value) |
|
|
$ 12,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of businesses acquired | dispensary |
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of voting interests returned |
|
|
51.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee amount |
|
|
$ 2,442,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities incurred, convertible debt |
|
|
$ 9,555,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of voting interests acquired, option to purchase |
|
|
49.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of voting interests acquired, option to purchase, period |
|
|
30 months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration, liability, fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 8,440,000
|
|
|
|
|
|
TGS Transaction | Subordinate Voting Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative warrants exercise price (in dollars per share) | $ / shares |
|
|
$ 2.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TGS Transaction | Subordinate Voting Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TGS Transaction (in shares) | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000,000
|
|
|
|
|
|
Derivative warrants exercises (in shares) | shares |
|
|
2,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GSG Santa Barbara |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity interests acquired |
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration paid in cash, net of working capital adjustments |
|
$ 4,900,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,250,000
|
|
|
|
|
Agape |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity interests acquired |
|
|
|
|
|
|
|
|
|
|
|
20.00%
|
|
|
|
|
|
|
|
80.00%
|
|
Equity issued (in shares) | shares |
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|